Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 01, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | EXACTECH INC | ||
Entity Central Index Key | 913,165 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 14,296,808 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 279,387,729 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 13,052 | $ 12,713 |
Accounts receivable, net of allowances of $1,473 and $1,011 | 53,051 | 52,442 |
Prepaid expenses and other assets, net | 3,075 | 2,552 |
Income taxes receivable | 2,140 | 486 |
Inventories – current | 65,264 | 71,429 |
Assets held for sale | 6,477 | 0 |
Total current assets | 143,059 | 139,622 |
PROPERTY AND EQUIPMENT: | ||
Land | 4,474 | 4,494 |
Machinery and equipment | 42,034 | 37,008 |
Surgical instruments | 132,134 | 123,533 |
Furniture and fixtures | 4,700 | 4,655 |
Facilities | 21,726 | 20,348 |
Projects in process | 2,473 | 1,218 |
Total property and equipment | 207,541 | 191,256 |
Accumulated depreciation | (100,234) | (96,713) |
Net property and equipment | 107,307 | 94,543 |
OTHER ASSETS: | ||
Deferred financing and deposits, net | 968 | 858 |
Equity Method Investments | 2,047 | 0 |
Deferred Tax Assets, Net, Noncurrent | 887 | 0 |
Non-current inventories | 15,723 | 8,995 |
Goodwill | 13,819 | 18,850 |
Total other assets | 43,843 | 41,342 |
TOTAL ASSETS | 294,209 | 275,507 |
CURRENT LIABILITIES: | ||
Accounts payable | 17,566 | 13,932 |
Income taxes payable | 780 | 603 |
Accrued expenses and other liabilities | 11,832 | 9,498 |
Other current liabilities | 2,927 | 792 |
Total current liabilities | 33,105 | 24,825 |
LONG-TERM LIABILITIES: | ||
Deferred tax liabilities | 1,773 | 443 |
Line of credit | 20,000 | 16,000 |
Other long-term liabilities | 5,089 | 5,850 |
Total long-term liabilities | 26,862 | 22,293 |
Total liabilities | 59,967 | 47,118 |
SHAREHOLDERS’ EQUITY: | ||
Common stock, $.01 par value; 30,000,000 shares authorized, 14,413,478 and 14,153,669 shares issued and outstanding | 144 | 142 |
Additional paid-in capital | 87,319 | 81,963 |
Treasury Stock | (3,042) | 0 |
Accumulated other comprehensive loss | (8,611) | (11,986) |
Retained earnings | 158,432 | 158,270 |
Total shareholders’ equity | 234,242 | 228,389 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 294,209 | 275,507 |
Product Licenses and Designs [Member] | ||
OTHER ASSETS: | ||
Product licenses and designs, net | 9,102 | 11,121 |
Patents and Trademarks [Member] | ||
OTHER ASSETS: | ||
Product licenses and designs, net | 821 | 1,426 |
Customer Relationships [Member] | ||
OTHER ASSETS: | ||
Product licenses and designs, net | $ 476 | $ 92 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 1,473 | $ 1,011 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 30,000,000 | 30,000,000 |
Common Stock, Shares, Issued | 14,413,478 | 14,153,669 |
Common Stock, Shares, Outstanding | 14,413,478 | 14,153,669 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
NET SALES | $ 257,573 | $ 241,838 | $ 248,373 |
COST OF GOODS SOLD | 80,251 | 73,639 | 74,244 |
Gross profit | 177,322 | 168,199 | 174,129 |
OPERATING EXPENSES: | |||
Sales and marketing | 92,452 | 87,095 | 89,796 |
General and administrative | 22,182 | 22,483 | 22,692 |
Research and development | 21,377 | 19,384 | 18,377 |
Restructuring and impairment | 15,673 | 0 | 0 |
Depreciation and amortization | 18,008 | 16,940 | 16,990 |
Total operating expenses | 169,692 | 145,902 | 147,855 |
INCOME FROM OPERATIONS | 7,630 | 22,297 | 26,274 |
OTHER INCOME (EXPENSE): | |||
Interest income | 15 | 9 | 16 |
Other income | 448 | 468 | 78 |
Interest expense | (1,013) | (1,313) | (1,111) |
Foreign currency loss, net | (332) | (1,131) | (1,129) |
Total other income (expense) | (882) | (1,967) | (2,146) |
INCOME BEFORE INCOME TAXES AND EQUITY IN LOSS OF INVESTEE | 6,748 | 20,330 | 24,128 |
PROVISION FOR INCOME TAXES | |||
Current | 6,579 | 8,734 | 9,228 |
Deferred | (46) | (3,171) | (1,588) |
Total provision for income taxes | 6,533 | 5,563 | 7,640 |
INCOME BEFORE EQUITY IN LOSS OF INVESTEE | 215 | 14,767 | 16,488 |
EQUITY IN LOSS OF INVESTEE, NET OF TAX | (53) | 0 | 0 |
NET INCOME | $ 162 | $ 14,767 | $ 16,488 |
BASIC EARNINGS PER SHARE (in dollars per share) | $ 0.01 | $ 1.05 | $ 1.20 |
DILUTED EARNINGS PER SHARE (in dollars per share) | $ 0.01 | $ 1.04 | $ 1.18 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 162 | $ 14,767 | $ 16,488 |
Other comprehensive income (loss), net of tax: | |||
Change in fair value of cash flow hedges | 0 | 150 | 134 |
Change in currency translation | 3,375 | (3,739) | (4,629) |
Other comprehensive income (loss), net of tax | 3,375 | (3,589) | (4,495) |
Comprehensive income | $ 3,537 | $ 11,178 | $ 11,993 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Income (Loss) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 16,488 | $ 16,488 | ||||
Balance (in shares) at Dec. 31, 2013 | 13,577,000 | |||||
Balance at Dec. 31, 2013 | 192,424 | $ 136 | $ 69,175 | 127,015 | $ 0 | $ (3,902) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Change in fair value of cash flow hedge, net of tax | 134 | 134 | ||||
Change in currency translation | (4,629) | (4,629) | ||||
Exercise of stock options (in shares) | 262,000 | |||||
Exercise of stock options | 4,319 | $ 3 | 4,316 | |||
Issuance of restricted common stock for services (in shares) | 18,000 | |||||
Issuance of restricted common stock for services | $ 423 | 423 | ||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 33,715 | 34,000 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 660 | $ 0 | 660 | |||
Compensation cost of stock options | 1,800 | 1,800 | ||||
Tax impact on stock awards | (248) | (248) | ||||
Balance (in shares) at Dec. 31, 2014 | 13,891,000 | |||||
Balance at Dec. 31, 2014 | 211,371 | $ 139 | 76,126 | 143,503 | 0 | (8,397) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 14,767 | 14,767 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Change in fair value of cash flow hedge, net of tax | 150 | 150 | ||||
Change in currency translation | (3,739) | (3,739) | ||||
Exercise of stock options (in shares) | 198,000 | |||||
Exercise of stock options | 2,989 | $ 2 | 2,987 | |||
Issuance of restricted common stock for services (in shares) | 20,000 | |||||
Issuance of restricted common stock for services | $ 407 | 407 | ||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 45,397 | 45,000 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 752 | $ 1 | 751 | |||
Compensation cost of stock options | 1,794 | 1,794 | ||||
Tax impact on stock awards | $ (102) | (102) | ||||
Balance (in shares) at Dec. 31, 2015 | 14,153,669 | 14,154,000 | ||||
Balance at Dec. 31, 2015 | $ 228,389 | $ 142 | 81,963 | 158,270 | 0 | (11,986) |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | 162 | 162 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Change in fair value of cash flow hedge, net of tax | 0 | 0 | ||||
Change in currency translation | 3,375 | 3,375 | ||||
Stock Repurchased During Period, Value | (3,042) | (3,042) | ||||
Exercise of stock options (in shares) | 192,000 | |||||
Exercise of stock options | 3,156 | $ 2 | 3,154 | |||
Issuance of restricted common stock for services (in shares) | 16,000 | |||||
Issuance of restricted common stock for services | $ 387 | 387 | ||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 51,552 | 51,000 | ||||
Issuance of common stock under Employee Stock Purchase Plan | $ 815 | $ 0 | 815 | |||
Compensation cost of stock options | 1,563 | 1,563 | ||||
Tax impact on stock awards | $ (563) | (563) | ||||
Balance (in shares) at Dec. 31, 2016 | 14,413,478 | 14,413,000 | ||||
Balance at Dec. 31, 2016 | $ 234,242 | $ 144 | $ 87,319 | $ 158,432 | $ (3,042) | $ (8,611) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | |||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ 162 | $ 14,767 | $ 16,488 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Provision for allowance for doubtful accounts and sales returns | 462 | 65 | 47 |
Inventory allowance | 5,058 | 4,907 | 3,921 |
Depreciation and amortization | 19,210 | 18,406 | 18,546 |
Restricted common stock issued for services | 387 | 407 | 423 |
Compensation cost of stock awards | 1,563 | 1,794 | 1,800 |
Loss on disposal of equipment | 2,047 | 1,598 | 1,552 |
Loss on goodwill and asset impairment | 15,092 | 0 | 0 |
Loss on disposal of trademarks and patents | 0 | 21 | 13 |
Gain on sale of product line | 0 | (442) | 0 |
Noncash Foreign Currency Option Gain Loss | 0 | 39 | 0 |
Foreign currency exchange loss (gain) | 201 | 659 | 1,321 |
Equity in net loss of equity investee | 53 | 0 | 0 |
Deferred income taxes | (46) | (3,171) | (1,588) |
Changes in assets and liabilities which provided (used) cash: | |||
Accounts receivable | (2,124) | (3,061) | 6,433 |
Prepaids and other assets | (656) | 314 | 453 |
Inventories | (15,659) | (1,756) | (6,515) |
Accounts payable | 2,439 | (1,200) | (2,732) |
Income taxes receivable/payable | (1,461) | 1,706 | (54) |
Accrued expense & other liabilities | 3,314 | 1,649 | (1,522) |
Net cash provided by operating activities | 30,042 | 36,624 | 38,586 |
INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (30,057) | (28,001) | (24,782) |
Proceeds from sale of property and equipment | 124 | 0 | 3 |
Proceeds from sale of product line | 0 | 1,000 | 0 |
Purchase of intangible assets | (792) | 0 | (460) |
Investment in equity investee | (2,100) | 0 | 0 |
Acquisition of subsidiaries, net of cash acquired | (833) | (2,005) | 0 |
Net cash used in investing activities | (33,658) | (29,006) | (25,239) |
FINANCING ACTIVITIES: | |||
Net borrowings (repayments) on line of credit | 4,000 | 16,000 | (10,732) |
Principal payments on debt | 0 | (23,250) | (3,000) |
Payment of contingent consideration | (669) | (676) | 0 |
Payments on capital leases | (37) | (64) | (80) |
Debt issuance costs | (25) | (465) | (15) |
Common stock repurchase | (3,042) | 0 | 0 |
Proceeds from issuance of common stock | 3,971 | 3,741 | 4,979 |
Net cash provided by (used in) financing activities | 4,198 | (4,714) | (8,848) |
Effect of foreign currency translation on cash and cash equivalents | (243) | (242) | (459) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 339 | 2,662 | 4,040 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 12,713 | 10,051 | 6,011 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 13,052 | 12,713 | 10,051 |
Cash paid during the period for: | |||
Interest | 574 | 878 | 1,064 |
Income taxes | 9,444 | 7,398 | 9,243 |
Non-cash investing and financing activities: | |||
Cash flow hedge gain (loss), net of tax | 0 | 150 | 134 |
Capitalized lease additions | 29 | 8 | 15 |
Purchase of equipment payable | $ 634 | $ 0 | $ 0 |
Organization
Organization | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | ORGANIZATION Exactech, Inc. designs, manufactures, markets and distributes orthopaedic implant devices including knee, hip, and extremity joint replacement systems, bone allograft materials, surgical instrumentation, and bone cement and accessories, primarily used by medical specialists for surgical procedures to repair damaged and/or diseased joints. We are headquartered in Gainesville, Florida with our principal market in the United States; however, we distribute our products in nearly forty international markets through a network of independent distributors and wholly owned subsidiaries through our international headquarters, Exactech International Operations based in Bern, Switzerland. In China, we market our products through Exactech Asia, in the United Kingdom through Exactech (UK), Ltd., in Japan through Exactech KK, in France through Exactech France, in Spain through Exactech Iberica, in Germany through Exactech Deutschland, and in Australia through Exactech Australia. We also maintain a research operation in Taiwan through Exactech Taiwan. On October 3, 2016 , we paid $2.1 million cash to acquire a 24.55% interest in Orthopedic Designs North America, Inc. ("ODi"), a company involved in the development, manufacture and distribution of screw and rod fixation devices used in orthopaedic trauma applications. The investment was made to partner with ODi and further support the development of the technology. We account for our investment in ODi pursuant to the equity method investment guidance issued by the Financial Accounting Standards Board, or FASB. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation - The consolidated financial statements include the accounts of Exactech, Inc. and its majority owned subsidiaries. References in this document to “Exactech”, “the Company”, “us”, “we”, or “our”, refers to Exactech, Inc. and its subsidiaries on a consolidated basis unless the context requires otherwise. All material intercompany transactions and balances have been eliminated in consolidation. Reclassification - Certain amounts reported for prior periods have been reclassified to be consistent with the current period presentation. No reclassification on the consolidated financial statements had a material impact on the presentation. During 2016 , we changed the classification of surgical instrumentation not yet placed in service from non-current inventory in the other assets category to surgical instrumentation in the property, plant and equipment category. In order to present comparable financial statements, we reclassified $14.4 million of non-current inventory in the December 31, 2015 balance sheet to property, plant and equipment. We also reclassified the effect of the classification change on the cash flow statement for each of the twelve months ended December 31, 2015 and 2014 by reducing cash used for inventory by $8.5 million and $6.6 million , respectively, in cash flow from operations and increasing the cash used for property, plant and equipment in cash flow from investing. The prior period reclassification had no impact on our consolidated statements of income or equity in the consolidated balance sheets. Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Cash and Cash Equivalents - Cash and cash equivalents consist of cash on deposit in financial institutions, institutional money funds, overnight repurchase agreements and other short-term investments with a maturity of 90 days or less at the time of purchase. Concentration of Credit Risk - Our cash and cash equivalents are maintained at several financial institutions, and the balances with these financial institutions often exceed the amount of insurance provided on such accounts by the Federal Deposit Insurance Corporation. The cash and cash equivalents generally are maintained with financial institutions with reputable credit, and therefore bear minimal risk. Historically, we have not experienced any losses due to such concentration of credit risk. Our accounts receivable consist primarily of amounts due from hospitals and international government healthcare agencies. Amounts due from international distributors carry longer payment terms than domestic customers, typically due in 90-120 days. We typically perform credit evaluations on our customers and generally do not require collateral. We generally invoice sales to independent international distributors in U.S. dollars; however, our international subsidiaries mainly invoice sales in their respective functional currencies, which make our accounts receivable subject to currency exchange rate risk. We maintain an allowance for doubtful accounts to estimate the losses due to the inability to collect required payment from our customers for products and services rendered. In calculating the allowance, we utilize a model that ages the accounts receivable and applies a progressively higher allowance percentage, based upon our historical experience with balances written-off as uncollectible, to each tier of past due receivables. Financial Instruments - Our financial instruments include cash and cash equivalents, trade receivables, debt and cash flow hedges. The carrying amounts of cash and cash equivalents, and trade receivables approximate fair value due to their short maturities. The carrying amount of debt approximates fair value due to the variable rate associated with the debt. The fair values of cash flow hedges are based on dealer quotes. Inventories - Inventories are valued at the lower of cost or net realizable value using a FIFO inventory method. Inventory is comprised of implants and instruments held for sale, including implants consigned or loaned to customers and agents. The consigned or loaned inventory remains our inventory until we are notified of the implantation. Our independent agents have contractual responsibility for any discrepancies in our consigned or loaned inventory, which can result in the agent’s loss of compensation if the inventory is lost. We are required to maintain substantial levels of inventory because it is necessary to maintain all sizes of each component to fill customer orders. The size of the component to be used for a specific patient is typically not known with certainty until the time of surgery, and certain sizes are typically used less frequently than the “standard” sizes. Due to this uncertainty, a minimum of one of each size of each component in the system to be used must be available to each sales representative at the time of surgery, including unusual sizes that will be sold less frequently than “standard” sizes. Although we may conclude that it is more likely than not that all quantities on hand of certain sizes will eventually not be sold, we do not consider such items “excess inventory,” as our business model requires that we maintain such quantities in order to sell the “standard” sizes. As a result of the need to maintain substantial levels of all sizes and components of inventory, we are subject to the risk of inventory obsolescence. In the event that a substantial portion of our inventory becomes obsolete, it would have a material adverse effect on the Company. For items that we identify as obsolete, we record a charge to reduce their carrying value to net realizable value. We also maintain an allowance for lost or damaged inventory to allow for the cost of items that are lost or damaged. We experienced charges related to the lost or damaged and obsolete inventory allowances of $2.3 million , $2.8 million , and $2.3 million , during the years ended December 31, 2016 , 2015 , and 2014 , respectively. An allowance charge for slow moving inventories is recorded based upon an analysis of slow moving inventory items within a product group level. The slow moving inventory allowance is analyzed and calculated based on comparing the current quantity of inventory to historical sales and provides an allowance for any slow moving inventory on a systematic basis, which recognizes the cost of anticipated future obsolescence over the average fifteen year expected life of product groups. We believe this method is appropriate as it recognizes the lack of utility of these items (as a charge to cost of goods sold) over the related product group revenue life cycle. The key inputs to our slow moving allowance are trailing twelve months usage and the expected product life. As the slow moving allowance is an estimate of future obsolescence, changes in sales patterns from historical trends and future product release schedules, could impact the slow moving allowance balance, and result in higher or lower charges to the periodic cost of goods sold. As of December 31, 2016 , we have inventory items with a cost basis of approximately $21.4 million that we determined to be slow moving inventory and for which we have provided an allowance of approximately $14.3 million . We experienced charges related to the slow moving inventory allowances of $2.7 million , $2.1 million , and $1.6 million , during the years ended December 31, 2016 , 2015 , and 2014 ,respectively. We also test our inventory levels for the amount of inventory that we expect to sell within one year. Due to the scope of products required to support surgeries and the fact that we stock new subsidiaries, add consignment locations, and launch new products, the level of inventory often exceeds the forecasted level of cost of goods sold for the next twelve months. We classify our estimate of such inventory as non-current. The following table summarizes our classifications of inventory as of December 31,: (in thousands) 2016 2015 Raw materials $ 23,183 $ 19,481 Work in process 1,634 1,633 Finished goods on hand 7,913 14,497 Finished goods on loan/consignment 48,257 44,813 Inventory total 80,987 80,424 Non-current inventories 15,723 8,995 Inventories, current $ 65,264 $ 71,429 Property and Equipment - Property and equipment is stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over estimated useful lives of the related assets: for machinery and equipment, five years, for surgical instrumentation, seven years, for furniture and fixtures, five years, and for facilities, thirty-nine years. Depreciation expense for the years ended December 31, 2016 , 2015 , and 2014 was $17.5 million , $16.7 million , and $16.6 million , respectively. Included in depreciation expense, is depreciation on manufacturing equipment, which is expensed to cost of goods sold. Depreciation expense on our surgical instruments is for our instruments that we use both internally and loan to our customers for their use, and is expensed as an operating expense. Maintenance and repairs are charged to expense as incurred. Our surgical instrumentation, a large part of our property and equipment, is primarily consigned or loaned to hospitals and surgeons without additional compensation. As a result of the use in the field, there is an increased risk of loss or damage to the surgical instruments. As such, our independent agents are contractually responsible to compensate us for any discrepancies or loss in our consigned or loaned surgical instrumentation. Management reviews property and equipment for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. A potential impairment is indicated if the carrying amount of the asset exceeds the expected future cash flows (undiscounted and without interest charges) resulting from use of the asset and its eventual disposition. If an impairment were indicated by this analysis, an impairment charge to reduce the asset to its fair value would be recorded. Revenue Recognition - For sales through U.S. sales agents and our international subsidiaries, revenue is recognized upon notification from our sales agent that a product or service has been implanted in a patient customer. As this implantation represents delivery of our products and services without any right of return, we recognize the associated revenue accordingly. Our U.S. sales agents are generally present at the time the product is implanted in a patient and are therefore aware of all sales, including the use of products maintained by non-distributor customers. For sales to international independent distributors, revenue is recognized upon shipment as title, risk and rewards of ownership pass to the buyer and there typically are no contractual rights of return granted or post shipment obligations; however, we have accepted returns in certain circumstances. As sales returns are granted on a case by case basis, we provide for an allowance for returns based upon an analysis of our prior returns experience. At December 31, 2016 and 2015 , our allowance for sales returns was $521,000 and $40,000 , respectively. The increase in the sales return allowance was a result of an expected sales return from an independent international distributor who was notified of the discontinuation of its contract. Shipping and Handling Costs - Our shipping and handling costs for shipments of our product to our customers, independent distributors and subsidiaries, are included in cost of goods sold. All shipping and handling charges that are billed to customers are included in net sales. All other shipping and handling costs are included in operating expenses. Deferred Financing Costs - Deferred financing costs of $0.5 million as of December 31, 2016 and 2015 , are stated net of amortization of $0.1 million and $5,000 , respectively. These costs are amortized to interest expense over the expected life of the underlying debt using the straight line method, which approximates the effective interest method of amortization. Goodwill and Other Intangible Assets - We assess the value of goodwill and other intangibles in accordance with guidance from the FASB. Goodwill is not amortized but is evaluated for impairment, as of October 1 each year, or sooner if an event occurs that would more-likely-than-not reduce the fair value of a reporting unit. In testing goodwill for impairment, we compare the carrying value of the reporting units to their fair value, using a discounted cash flow method of valuation. In determining the fair value of the reporting units, we make assumptions regarding estimated future cash flows based on our estimated future net sales and operating expenses, as well as our estimated growth, as a result of projected market penetration and general economic conditions. We initially allocate goodwill to the reporting units based on estimated future sales of the reporting units. We allocate and test goodwill for impairment on a reporting unit level, which is aligned with our product lines and the way that our management analyzes and reviews the discrete financial information. Changes to these estimates could cause an impairment of goodwill to occur. If events or circumstances indicate the carrying value of intangibles may not be recoverable, we assess the value of other intangible assets, by making assumptions regarding the estimated future cash flows, economic life and other factors to determine fair value of the respective assets. If these estimates or assumptions change in the future, we may be required to record an impairment charge for these assets. We analyze our other intangible assets for impairment issues on a quarterly and annual basis, if required. Income Taxes - Deferred income taxes are provided with respect to temporary differences that arise from certain transactions being reported for financial statement purposes in different periods than for income tax purposes. Deferred tax assets and liabilities are recognized using an asset and liability approach and are based on differences between financial statement and tax bases of assets and liabilities using presently enacted tax rates. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination, if any. Interest and penalties associated with unrecognized tax benefits are classified as interest and other expense in the consolidated statements of income. Other Taxes - Taxes assessed by a governmental authority that are imposed concurrent with our revenue transactions with customers are presented on a net basis in our consolidated statements of income. Accrued Expenses - Accrued expenses as of December 31, 2016 and 2015 consist of the following: (in thousands) 2016 2015 Commissions payable $ 4,053 $ 4,218 Compensation payable 5,013 3,071 Royalties payable 1,500 1,599 Deferred revenue 394 175 Miscellaneous accrued expenses 872 435 Total accrued expenses $ 11,832 $ 9,498 Research and Development - Research and development costs are expensed in the period incurred. Earnings Per Share - Basic earnings per common share are calculated by dividing net income by the average number of common shares outstanding during the year. Diluted earnings per common share is calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options. Options and Stock Awards - We account for stock-based compensation granted to our directors and employees in accordance with guidance issued by the FASB. The guidance requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, and recognize as compensation cost the fair value of our stock-based compensation granted to employees and directors. For stock-based compensation granted to non-employees, we re-measure the fair value of stock awards until a measurement date is achieved. Our Executive Incentive Compensation Plan provides for issuance of stock-based compensation, including the grant of stock, stock appreciation rights, stock options, and other stock-based compensation. Under the plan, the exercise price of option awards equals the market price of our stock on the date of grant. At the discretion of the Compensation Committee of our Board of Directors, option awards granted to employees have typically vested in equal increments over a three to five-year period starting on the first anniversary of the date of grant. An option's maximum term is ten years. See Note 10 - Shareholders' Equity for additional information regarding our stock option awards, including the employee stock purchase plan, or ESPP . Hedging Activities and Foreign Currency Transactions Hedging Activities - We account for derivative hedging activities in accordance with guidance issued by the FASB. The guidance requires that all hedging activities be recognized in the balance sheet as assets or liabilities and be measured at fair value. Gains or losses from the change in fair value of hedging instruments that qualify for hedge accounting are recorded in other comprehensive income or loss. Our policy is to specifically identify the assets, liabilities or future commitments being hedged and monitor any hedging instruments to determine if they continue to be effective. We terminated our interest rate swap during the fourth quarter of 2015. We do not enter into or hold derivative instruments for trading or speculative purposes. The fair value of any hedging instruments we hold is based on dealer quotes and includes adjustments for nonperformance risk. Any change in fair value is recorded in the consolidated balance sheet as accumulated other comprehensive income or loss. Foreign Currency Transactions - The following table provides information on the components of our foreign currency activities recognized in the Consolidated Statements of Income for the years ended December 31,: (in thousands) 2016 2015 2014 Foreign currency transactions loss, net $ (201 ) $ (659 ) $ (1,321 ) Forward currency option (loss) gain (131 ) (472 ) 192 Foreign currency loss, net $ (332 ) $ (1,131 ) $ (1,129 ) Foreign Currency Transactions – Gains and losses resulting from our transactions and our subsidiaries’ transactions, which are made in a currency that differs from the functional currency, are included in income as they occur, as other income (expense) in the Consolidated Statements of Income. Forward Currency Option – During 2016, we entered into foreign currency forward contracts as economic hedges against the exchange rate fluctuations of the U.S. Dollar (USD) against the Euro (EUR), the British Pound (GBP) and the Japanese Yen (JPY). During the year ended December 31, 2016 , we recognized losses of $0.1 million related to these instruments. The recognized losses were recorded in other income (expense) in the consolidated statements of income related to the fair value of these currency options based upon dealers’ quotes. During 2015, we entered into foreign currency forward contracts as economic hedges against the strengthening of the USD against the EUR and the JPY. During the year ended December 31, 2015 , we realized a loss of $0.5 million , related to these instruments. The recognized losses were recorded in other income (expense) in the consolidated statements of income related to the fair value of these currency options based upon dealer quotes. Foreign Currency Translation - We are exposed to market risk related to changes in foreign currency exchange rates. The functional currency of substantially all of our international subsidiaries is the local currency. Transactions are translated into U.S. dollars and exchange gains and losses arising from translation are recognized in “Other comprehensive income (loss)”. Fluctuations in exchange rates affect our financial position and results of operations. The majority of our foreign currency exposure is to the EUR, GBP, Australian Dollar (AUD) and JPY. During the twelve months ended December 31, 2016 , translation gains were $3.4 million , which were primarily due to the strengthening of the JPY and AUD. During the year ended December 31, 2015 , translation losses were $3.7 million , which were a result of the weakening of the JPY and EUR. We may experience translation gains and losses during the year ending December 31, 2017; however, these gains and losses are not expected to have a material effect on our financial position, results of operations, or cash flows. Other Comprehensive Income (Loss) - Other comprehensive income (loss) is composed of unrealized gains or losses from the change in fair value of certain derivative instruments that qualify for hedge accounting, and for foreign currency translation effects. The following table provides information on the components of our other comprehensive loss: (in thousands) Cash Flow Hedge Foreign Currency Translation Total Balance December 31, 2014 $ (150 ) $ (8,247 ) $ (8,397 ) 2015 Adjustments 150 (3,739 ) (3,589 ) Balance December 31, 2015 $ — $ (11,986 ) $ (11,986 ) 2016 Adjustments — 3,375 3,375 Balance December 31, 2016 $ — $ (8,611 ) $ (8,611 ) We do not enter into or hold derivative instruments for trading or speculative purposes. New Accounting Pronouncements - In January 2017, the Financial Accounting Standards Board (“FASB”) issued amended guidance to simplify the accounting for goodwill impairment. The guidance removes Step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. The amended guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted, for periods beginning after December 15, 2016. We are currently assessing the impact on our financial statements of adopting this guidance. In January 2017, the FASB issued amended guidance on the accounting for business combinations to clarify the definition of a business and to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the guidance, if substantially all of the fair value of gross assets acquired is concentrated in a single asset (or group of similar assets), the assets acquired would not represent a business. In addition, in order to be considered a business, an acquisition would have to include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The amended guidance also narrows the definition of outputs by more closely aligning it with how outputs are described in FASB guidance for revenue recognition. This guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We do not expect the adoption to have a material impact on our financial statements. In November 2016, the FASB issued new guidance, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The new standard is required to be applied retrospectively. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We do not expect the adoption to have a material impact on our financial statements. In October 2016, the FASB issued new guidance which allows recognition of the income tax consequences upon intra-entity transfers of assets other than inventory when the transfer occurs. The guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The new guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. We are currently assessing the impact of adopting this guidance on our financial statements. In August 2016, the FASB issued new guidance to clarify how certain transactions are presented and classified in the statement of cash flows. The guidance is aimed at reducing the existing diversity in practice. The guidance will be effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We are currently assessing the impact of adopting this guidance on our financial statements. In March 2016, the FASB issued updated guidance related to accounting for employee share-based payments. The guidance simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. We do not expect the adoption to have a material impact on our financial statements. In February 2016, the FASB issued updated guidance on leases. The new standard requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the new guidance. A modified retrospective approach should be applied for leases existing at the beginning of the earliest comparative period presented in the financial statements. The guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. We are currently assessing the impact of adopting this guidance on our financial statements. In September 2015, the FASB issued guidance on business combination provisional adjustments during the measurement period. The new standard requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance is effective for annual and interim periods beginning on or after December 15, 2017, and early application is permitted. We are currently assessing the impact of adopting this guidance on our financial statements; however, we do not expect the adoption of this guidance to have a material impact on our financial position or results of operations. In May 2014, the FASB issued new revenue recognition guidance that supersedes the existing revenue recognition guidance and most industry-specific guidance applicable to revenue recognition. The new guidance is based on the principle that revenue is recognized upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, and clarify guidance for multiple-element arrangements. The guidance is effective for the first fiscal quarter of 2018, and early application is permitted January 1, 2017. Companies have the option to apply the new guidance under a retrospective approach to each prior reporting period presented, or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Consolidated Statement of Changes in Stockholders' Equity. We plan to adopt the new guidance effective January 1, 2018. At this time we have not identified any material impact on our financial position or results of operations that would result in the year of adoption. However, we are still assessing the impact and expect that assessment to be completed during the first half of 2017. We plan to adopt the new guidance under the retrospective approach. In November 2015, the FASB issued amended guidance on income taxes, which simplifies the classification of deferred income tax liabilities and assets in a classified statement of financial position. The amendment requires entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a non-current amount. The amendment is effective for fiscal years and interim periods within those years beginning after December 15, 2016, and may be early adopted on a prospective basis or on a retrospective basis to all periods presented. In the first quarter of 2016 we adopted the amended guidance on a retrospective basis, and reclassified $1.7 million of current deferred tax assets to non-current deferred tax liabilities as of December 31, 2015. |
Fair Value Measures
Fair Value Measures | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | FAIR VALUE MEASURES Certain financial assets and liabilities are accounted for at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The following fair value hierarchy prioritizes the inputs used to measure fair value: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reporting date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value from the perspective of a market participant. The table below provides information on our liabilities that are measured at fair value on a recurring basis: (In Thousands) Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) At December 31, 2016 Contingent consideration $ 7,912 $ — $ — $ 7,912 At December 31, 2015 Contingent consideration $ 6,222 $ — $ — $ 6,222 The fair value of our contingent consideration liability is management's best estimate based on the present value of estimated payment scenarios, which were determined based on inputs not observable in the market. We use assumptions we believe would be made by a market participant. We evaluate our estimates on a quarterly basis, as additional data impacting the assumptions is obtained, and will recognize any changes in the Consolidated Statements of Income. See Note 14 - Business Acquisitions for further discussion on the contingent consideration. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill – The following table provides the changes to the carrying value of goodwill for the years ended December 31, 2016 and 2015 : (in thousands) Extremities Knee Hip Biologics and Spine Other Total Balance as of January 1, 2015 $ 411 $ 3,639 $ 597 $ 7,553 $ 891 $ 13,091 Business acquisition $ 4,368 $ 1,760 $ 391 $ — $ — $ 6,519 Foreign currency translation effects (318 ) (267 ) (84 ) — (91 ) $ (760 ) Balance as of December 31, 2015 $ 4,461 $ 5,132 $ 904 $ 7,553 $ 800 $ 18,850 Business acquisition 833 1,389 417 — 138 $ 2,777 Impairment — — — (7,553 ) — $ (7,553 ) Foreign currency translation effects (140 ) (72 ) (20 ) — (23 ) $ (255 ) Balance as of December 31, 2016 $ 5,154 $ 6,449 $ 1,301 $ — $ 915 $ 13,819 During the fourth quarter of 2016 we performed our annual step one goodwill impairment test for each of our reporting units, effective October 1, 2016. Our step one impairment test indicated that the fair value of each reporting unit significantly exceeded their respective carrying values, with the exception of the biologics and spine and hip reporting units. The biologics and spine reporting unit step one impairment test indicated an impairment as the fair value of the reporting unit was below the carrying value, which required step two of the goodwill impairment test. We assigned fair value to the biologics and spine assets and liabilities using various assumptions about market value and obsolescence. The implied fair value of the assets resulted in a full goodwill impairment charge of $7.6 million for the biologics and spine reporting unit. There was no tax benefit associated with this charge. Our biologics and spine segment has suffered with pricing pressures and market competitiveness, which deteriorated further during the last half of 2016. As a result of these pressures and challenges with our spine product line, we impaired our spine assets as of December 31, 2016 , and in January 2017 we completed the sale of our spine assets. We intend to continue with the commercialization of the remaining biologics products. The fair value of our hip and knee reporting units were not significantly higher than their carrying value. The fair value exceeded the carrying value of the hip segment by 3.8% , with goodwill of $1.3 million allocated to the hip reporting unit: and the fair value exceeded the carrying value of the knee segment by 9.5% , with goodwill of $6.4 million allocated to the knee reporting unit. We evaluated our reporting units using two approaches: the market approach and the income approach. Under the market approach we used two methods: a guideline public company method and a guideline transaction method . The guideline public company method compared market data, such as stock price, equity market value, revenues and EBITDA to similar publicly traded companies in the medical device industry. The guideline transaction method compared various multiples of actual transactions of similar companies compared to our revenues and EBITDA multiples. Under the income approach we utilized a projected discounted cash flow model (DCF model) to project future operations. In allocating shared assets and liabilities to the carrying value of the reporting units we made certain assumptions. The DCF model contained significant assumptions including: future growth rates, timing of future cash flows, and discount rates. These assumptions were determined based on our best estimates of future projections and guideline market participant analysis. The results of these approaches were weighted based on the relevance of the evaluations. Subsequent to the biologics and spine goodwill impairment, the total aggregate fair value of the reporting units approximated our market capitalization, as adjusted for a control premium. Our projections are based on the expectations of growth in our operations as a result of improvements in our domestic sales force and planned product launches over the next few years. We also assume a certain stabilization of the foreign currency impacts from international markets, which are heavily weighted to the hip reporting unit. While we believe that the estimates we used in this evaluation were reasonable, a change in the assumptions could negatively impact the estimated fair value for each of the reporting units. Our projections could be negatively impacted by various internal and external economic situations, such as, delayed product launches, supply chain challenges, and deterioration of the U.S. or international economy. Actual results may differ from our projections and could result in future impairment tests providing an outcome of impairment to goodwill. Such impairment to goodwill would result in a non-cash charge to earnings. Other Intangible Assets – The following tables summarize our carrying values of our other intangible assets at December 31, 2016 and 2015 : (in thousands) Carrying Value Accumulated Amortization Net Carrying Value Weighted Avg Amortization Period Balance at December 31, 2016 Product licenses and designs $ 14,842 $ 5,740 $ 9,102 11.5 Patents and trademarks 4,182 3,361 821 14.0 Customer relationships 1,438 962 476 6.9 Balance at December 31, 2015 Product licenses and designs $ 16,675 $ 5,554 $ 11,121 11.1 Patents and trademarks 4,678 3,252 1,426 14.2 Customer relationships 2,923 2,831 92 7.0 During the fourth quarter of 2016 , we reviewed our biologics and spine intangible assets for impairment as a part our annual review process, as well as, a result of impairment indicators, such as the discounted cash flow results of the biologics and spine reporting unit, continuing deterioration of the operations, and market interest in the spine product line. Using various assumptions, including the subsequent sale price of the spine assets, future projections and market measures of the biologics assets, we identified impairment to the spine unamortized finite lived intangible assets. The impairment to the unamortized spine intangible assets was $0.6 million for the year ended December 31, 2016 . We did not identify any impairment to the biologics intangible assets, other than a loss of $1.1 million due to our decision not to pursue commercialization of our cartilage repair technology. Our product licenses and designs are amortized on a straight-line basis over their estimated useful lives ranging from five to twenty years. Patents and trademarks are amortized on a straight-line basis over their estimated useful lives ranging from five to seventeen years. Customer relationships are amortized on a straight-line basis over their estimated useful lives of six to seven years. We recognized amortization expense on our intangible assets of $1.7 million , $1.7 million , and $2.0 million for the three years ended December 31, 2016 , 2015 and 2014 , respectively. The following table provides information for the estimated amortization by year for our amortizable intangible assets: Year ending December 31, (in thousands) 2017 2018 2019 2020 2021 Product licenses and designs $ 1,102 $ 1,039 $ 1,025 $ 1,021 $ 994 Patents and trademarks 226 210 141 68 66 Customer relationships 78 78 78 78 78 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax | INCOME TAX The provision for income taxes consists of the following (in thousands): 2016 2015 2014 Current: Federal $ 5,021 $ 7,014 $ 6,657 State 1,322 1,289 1,783 Foreign 236 431 788 Total current 6,579 8,734 9,228 Deferred: Federal (1,190 ) (1,920 ) (1,297 ) State (221 ) (367 ) (39 ) Foreign 1,365 (884 ) (252 ) Total deferred (46 ) (3,171 ) (1,588 ) Total provision for income taxes $ 6,533 $ 5,563 $ 7,640 The components of income before income taxes were as follows (in thousands): 2016 2015 2014 United States $ 9,597 $ 18,855 $ 20,564 Foreign (2,849 ) 1,475 3,564 Total $ 6,748 $ 20,330 $ 24,128 A reconciliation between the amount of reported income tax provision and the amount computed at the statutory Federal income tax rate for the years ended December 31, 2016 , 2015 and 2014 follows: 2016 2015 2014 Statutory Federal rate 35.0 % 35.0 % 35.0 % State income taxes (net of Federal income tax benefit) 10.0 % 2.5 % 4.7 % Effect of rates different than statutory (5.0 )% (4.3 )% (5.5 )% Valuation allowance 41.1 % (0.8 )% 0.7 % Tax benefit relating to U.S. manufacturer's deduction (10.8 )% (3.2 )% (2.6 )% Research and development credit (11.7 )% (3.2 )% (3.0 )% Meals and Entertainment 3.7 % 1.2 % 1.3 % Goodwill impairment 39.5 % — % — % Prior period adjustment (5.1 )% (0.7 )% (1.1 )% Other 0.9 % 0.9 % 2.2 % 97.6 % 27.4 % 31.7 % The types of temporary differences and their related tax effects that give rise to deferred tax assets and liabilities at December 31, 2016 and 2015 are as follows (in thousands): 2016 2015 Deferred tax liabilities: Basis difference in property and equipment $ 8,201 $ 9,871 Basis difference in intangibles 2,283 1,476 Other 787 567 Gross deferred tax liabilities 11,271 11,914 Deferred tax assets: Accrued liabilities and reserves not currently deductible 1,116 764 Inventory basis difference 6,320 5,428 Non-qualified stock options 779 1,100 Loss carry forwards 9,458 8,463 Valuation allowance on net operating loss carry forwards (7,316 ) (4,301 ) Other 28 17 Gross deferred tax assets 10,385 11,471 Net deferred tax liabilities $ 886 $ 443 At December 31, 2016 , net operating loss carry forwards of our foreign and domestic subsidiaries in their federal, state, and local jurisdictions totaled $32.6 million , some of which begin to expire in 2020. For accounting purposes, the estimated tax effect of these net operating loss carry forwards results in a deferred tax asset. The deferred tax asset was $9.5 million as of December 31, 2016 and $8.5 million as of December 31, 2015 . Valuation allowances for net operating loss carry forwards have been established in the amount of $7.3 million and $4.3 million at December 31, 2016 and 2015 , respectively. The increase in the valuation allowance was primarily due to the establishment of valuation allowances, as a result of cumulative losses experienced, at our subsidiaries in Japan, China and Spain. If we recorded the net operating loss carry forwards and associated valuation allowance based on the amount expected to be ultimately utilized, we would reduce the deferred tax asset and associated valuation allowance by $2.6 million . As part of a previous business combination, $3.4 million of our valuation allowance was established through goodwill. During the year ended December 31, 2016 , the changes in our deferred tax assets and liabilities were primarily the result of book-to-tax differences for non-deductible accrued liabilities and allowances, depreciation of property and equipment, and net operating losses in certain subsidiaries. Deferred taxes have not been provided on the unremitted earnings of subsidiaries because such earnings are intended to be indefinitely reinvested or can be recovered in a tax-free manner. At December 31, 2016 , we had an aggregate of approximately $36.9 million of unremitted earnings of foreign subsidiaries that have been, or are intended to be, indefinitely reinvested for continued use in foreign operations. If the total undistributed earnings of foreign subsidiaries were remitted, a significant amount of additional tax would be offset by the allowable foreign tax credits. It is not practical for us to determine the additional tax of remitting these earnings. As of December 31, 2016 , management determined there were no unrecognized tax benefits that require recognition in the consolidated financial statements. Our policy is to recognize interest and penalties accrued on unrecognized tax benefits as part of interest and other expense. We file income tax returns in the United States, various states, and foreign jurisdictions. Our U.S. federal return for the years ended December 31, 2016 , 2015 , 2014 and 2013 are open to examination. Our state and foreign income tax returns are generally open for examination for a period of three to five years after the filing of the return. Currently, we are not under audit in our federal or foreign jurisdictions. We do not expect that the net amount of tax liability for unrecognized tax benefits will change in the next twelve months. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Debt consisted of the following as of December 31,: (in thousands) 2016 2015 Business line of credit payable on a revolving basis, plus interest based on adjustable rate as determined by one month LIBOR based on our ratio of funded debt to EBITDA, 2.06% as of December 31, 2016. 20,000 16,000 Total debt 20,000 16,000 Less current portion — — $ 20,000 $ 16,000 The following is a schedule of debt maturities as of December 31, 2016 (in thousands): 2017 $ — 2018 — 2019 — 2020 20,000 2021 — Thereafter — $ 20,000 On December 17, 2015, we entered into a $150.0 million , revolving credit line, referred to as the Credit Agreement, with JPMorgan Chase Bank, as Administrative Agent, JPMorgan Securities, as Lead Arranger and Lead Bookrunner, and Compass Bank, as Syndication Agent. The Credit Agreement includes a $5.0 million sub-facility for swingline loans and a $5.0 million sub-facility for the issuance of letters of credit. The Credit Agreement has a five year term and matures on December 16, 2020. At our option, borrowings under the Credit Agreement (other than swingline loans) bear interest at (i) the Alternate Base Rate (defined as the highest of (a) the prime rate , (ii) the federal funds effective rate plus one-half of one percent ( 0.50% ) and(c) the LIBOR rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) for an interest period of one month plus 1.00% ) plus an applicable margin ranging 0.25% to 0.75% based on our leverage ratio or (ii) the LIBOR rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) plus an applicable margin ranging from 1.25% to 1.75% based on our total leverage ratio. Swingline loans bear interest at the Alternate Base Rate plus the applicable margin. The Credit Agreement also calls for other customary fees and charges, including an unused commitment fee ranging from 0.175% to 0.25% based on our total leverage ratio. Our obligations under the Credit Agreement have been unconditionally guaranteed, jointly and severally, by all of our 100% owned domestic subsidiaries, referred to as the Guarantors. Additionally, the Credit Agreement is secured by a first-priority security interest in substantially all of our and the Guarantors’ respective present and future assets (other than real property), including the pledge of 100% of all outstanding equity interests in our domestic subsidiaries and 65% of the equity interests in certain foreign subsidiaries. The outstanding balance under the Credit Agreement may be prepaid at any time without premium or penalty. The Credit Agreement contains customary events of default and remedies upon an event of default, including the acceleration of repayment of outstanding amounts under the Credit Agreement and other remedies with respect to the collateral securing the obligations under the Credit Agreement. The Credit Agreement includes covenants and terms that, among other things, place certain restrictions on our ability to incur additional debt, incur liens, make investments, effect mergers, declare or pay dividends, sell assets, engage in transactions with affiliates, effect sale and leaseback transactions, enter into hedging agreements and make capital expenditures. Certain of the foregoing restrictions limit our ability to fund our foreign subsidiaries in excess of certain thresholds. Additionally, the Credit Agreement contains financial covenants requiring that we maintain a leverage ratio of not greater than 3.00 to 1.00 and a fixed charge coverage ratio (as defined in the Credit Agreement) of not less than 1.50 to 1.00 . As of December 31, 2016 , we were in compliance with all financial covenants. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | RELATED PARTY TRANSACTIONS We have entered into consulting agreements with certain of our executive officers, directors and principal shareholders in connection with product design which entitles them to royalty payments aggregating 1% of the Company's net sales of such products in the United States and less than 1% of our net sales of such products outside the United States. During each of the years ended December 31, 2016 , 2015 and 2014 , we paid royalties in the aggregate of $300,000 , pursuant to these consulting agreements. These royalties were paid to William Petty and Gary J. Miller and pursuant to their employment agreements, each were subject to a ceiling of $150,000 per year. During the fourth quarter of 2016, we began purchasing product from ODi for resale to unaffiliated third parties. In October 2016 we acquired a 24.55% minority interest in ODi. As of December 31, 2016 , we maintained $0.9 million of ODi product in inventory, and the accounts payable balance to ODi was $0.9 million . |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Litigation There are various claims, lawsuits, and disputes with third parties and pending actions involving various allegations against us incident to the operation of our business, principally product liability cases. While we believe that the various claims are without merit, we are unable to predict the ultimate outcome of such litigation. We therefore maintain insurance, subject to self-insured retention limits, for all such claims, and establish accruals for product liability and other claims based upon our experience with similar past claims, advice of counsel and the best information available. At December 31, 2016 and December 31, 2015 , we had $25,000 and $100,000 accrued for product liability claims, respectively. These matters are subject to various uncertainties, and it is possible that they may be resolved unfavorably to us. While it is not possible to predict with certainty the outcome of the various cases, it is the opinion of management that, upon ultimate resolution, the cases will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Our insurance policies covering product liability claims must be renewed annually. Although we have been able to obtain insurance coverage concerning product liability claims at a cost and on other terms and conditions that are acceptable to us, we may not be able to procure acceptable policies in the future. Purchase Commitments At December 31, 2016 , we had outstanding commitments for the purchase of inventory, raw materials and supplies of $20.9 million and outstanding commitments for the purchase of capital equipment of $6.7 million . Purchases under our distribution agreements were $3.5 million during the year ended December 31, 2016 . |
Pension Plan
Pension Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension Plan | PENSION PLAN We currently sponsor a defined contribution plan for our employees. Beginning in 2008, we have provided matching contributions of 100% on the first 5% of salary deferral by employees. Our total contributions to this plan during the years ended December 31, 2016 , 2015 and 2014 were $1.4 million , $1.2 million and $1.1 million , respectively. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | SHAREHOLDERS’ EQUITY Earnings Per Share The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for net income and net income available to common shareholders (in thousands, except per share amounts): 2016 2015 2014 Income (Numera tor) Shares (Denominator) Per Share Income (Numerator) Shares (Denominator) Per Share Income (Numera tor) Shares (Denominator) Per Share Net income $ 162 $ 14,767 $ 16,488 Basic EPS: Net income available to common shareholders $ 162 14,130 $ 0.01 $ 14,767 14,022 $ 1.05 $ 16,488 13,732 $ 1.20 Effect of dilutive securities: Stock options 203 180 284 Diluted EPS: Net income available to common shareholders plus assumed conversions $ 162 14,333 $ 0.01 $ 14,767 14,202 $ 1.04 $ 16,488 14,016 $ 1.18 For the year ended December 31, 2016 , weighted average options to purchase 185,480 shares of common stock were outstanding but were not included in the computation of diluted EPS because the options were antidilutive under the treasury stock method. For the year ended December 31, 2015 , weighted average options to purchase 386,638 shares of common stock were outstanding but were not included in the computation of diluted EPS because the options were antidilutive under the treasury stock method. For the year ended December 31, 2014 , weighted average options to purchase 143,967 shares of common stock were outstanding but were not included in the computation of diluted EPS because the options were antidilutive under the treasury stock method. Treasury Stock: In December 2015, our Board of Directors authorized the repurchase of up to 1.0 million shares of our common stock over a two -year period. As of December 31, 2016 , we had repurchased 163,529 shares of our common stock at an average price of $18.60 per share, or an aggregate of $3.0 million . Stock-based Compensation Awards: We currently sponsor the Amended and Restated Exactech, Inc. 2009 Executive Incentive Compensation Plan, referred to as the 2009 Plan, which provides for the award of stock-based compensation, including options, stock appreciation rights, restricted stock and other stock-based incentive compensation awards to key employees, directors and independent agents and consultants. Our shareholders approved the 2009 plan at our Annual Meeting of Shareholders on May 7, 2009, which replaced the 2003 incentive compensation plan, referred to as the 2003 Plan, and we refer to the 2009 plan and the 2003 Plan collectively as the plans. At our 2014 Annual Meeting of Shareholders, held on May 8, 2014, our shareholders approved the amended and restated plan to increase the maximum number of shares issuable under the 2009 Plan to 1,500,000 plus (a) the number of shares with respect to awards previously granted under our preexisting plans that terminate without being exercised, expire, are forfeited or canceled, plus (b) the number of shares that remained available for future issuance under our preexisting plans plus (c) the number of shares that are surrendered in payment of any awards or any tax withholding with respect thereto. Common stock issued upon exercise of stock options is settled with authorized but unissued shares available. Under the plans, the exercise price of option awards equals the market price of our common stock on the date of grant, and each award has a maximum term of ten years. As of December 31, 2016 , there were 411,699 total remaining shares issuable under the 2009 Plan. During 2016 , there were no stock-based compensation awards granted under the plan other than the options to purchase shares of our common stock and restricted stock awards, as discussed herein. Stock Options: A summary of the status of stock option activity under our stock-based compensation plans as of December 31, 2016 , 2015 and 2014 and changes during the years then ended is presented below: 2016 2015 2014 Options Weighted Avg Exercise Price Options Weighted Avg Exercise Price Options Weighted Avg Exercise Price Outstanding - January 1 1,217,003 $ 18.70 1,244,166 $ 17.49 1,317,678 $ 16.78 Granted 18,500 23.00 176,125 23.28 201,217 20.90 Exercised (191,802 ) 16.45 (197,607 ) 15.13 (261,769 ) 16.49 Forfeited or Expired (140,926 ) 17.68 (5,681 ) 19.87 (12,960 ) 18.46 Outstanding - December 31 902,775 $ 19.43 1,217,003 $ 18.70 1,244,166 $ 17.49 Exercisable - December 31 481,763 $ 18.36 632,603 $ 17.35 688,529 $ 16.50 The following table summarizes additional stock option terms as of December 31, 2016 : Weighted avg remaining contractual term (years) Aggregate intrinsic value(in thousands) Options outstanding 3.44 $ 7,105 Options exercisable 2.77 4,308 The aggregate intrinsic value of options exercised during the years ended December 31, 2016 , 2015 and 2014 was $1.2 million , $1.1 million , and $0.5 million , respectively. Outstanding options, consisting of five-year to ten-year incentive and non-qualified stock options, vest and become exercisable ratably over a three to five year period from the date of grant. The outstanding options expire from five to ten years from the date of grant or upon retirement from Exactech, and are contingent upon continued employment during the applicable option term. The fair value of each option granted to employees and non-employee directors is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants: Years ended December 31, 2016 2015 2014 Options granted 18,500 176,125 201,217 Dividend yield — — — Expected life 7 years 7 years 7 years Expected volatility 42% 42% 43% Risk free interest rates 1.6% 1.7% 2.3% Weighted average fair value per share of options granted $10.44 $10.64 $9.87 The compensation cost that has been charged against income for the incentive compensation plans for the years ended December 31 was: (in thousands) 2016 2015 2014 Employee stock compensation expense $ 1,563 $ 1,794 $ 1,800 Non-employee stock compensation expense — — — 1,563 1,794 1,800 Income tax benefit 446 515 461 $ 1,117 $ 1,279 $ 1,339 As of December 31, 2016 , total unrecognized compensation cost related to nonvested awards was $1.0 million and is expected to be recognized over a weighted-average period of 1.24 years . Restricted Stock Awards: Under the 2009 Plan, we may grant restricted stock awards to eligible employees, directors, and independent agents and consultants. Restrictions on transferability, risk of forfeiture and other restrictions are determined by the Compensation Committee of the Board of Directors, or the Committee, at the time of the award. During February 2016, the Committee approved equity compensation to the five outside members of the Board of Directors for their service on the Board of Directors. The compensation for each director was for the grant of stock awards with an annual market value of $77,500 , payable in the form of four equal quarterly grants of common stock based on the market price at the respective dates of grant. The summary information of the restricted stock grants for the year ended 2016 is presented below: Grant date February 29, May 31, August 31, November 30, Aggregate shares of restricted stock granted 5,190 3,925 3,485 3,855 Grant date fair value $ 97,000 $ 97,000 $ 97,000 $ 97,000 Weighted average fair value per share $ 18.65 $ 24.68 $ 27.79 $ 25.10 During February 2015, the Committee approved equity compensation to the five outside members of the Board of Directors for their service on the Board of Directors. The compensation for each director was for the grant of stock awards with an annual market value of $77,500 , payable in the form of four equal quarterly grants of common stock based on the market price at the respective dates of grant. The summary information of the restricted stock grants for the year ended 2015 is presented below: Grant date February 27, May 29, August 31, November 30, Aggregate shares of restricted stock granted 4,974 4,530 4,940 5,525 Grant date fair value $ 116,000 $ 97,000 $ 97,000 $ 97,000 Weighted average fair value per share $ 23.35 $ 21.38 $ 19.61 $ 17.53 During February 2014, the Committee approved equity compensation to the six outside members of the Board of Directors for their service on the Board of Directors. The compensation for each director was for the grant of stock awards to each director with an annual market value of $75,000 , payable in the form of four equal quarterly grants of common stock based on the market price at the respective dates of grant. The summary information of the restricted stock grants for 2014 is presented below: Grant date February 28, May 30, August 29, November 28, Aggregate shares of restricted stock granted 4,020 4,502 4,710 5,070 Grant date fair value $ 93,666 $ 104,852 $ 112,475 $ 112,453 Weighted average fair value per share $ 23.30 $ 23.29 $ 23.88 $ 22.18 All of the restricted stock awards in 2016 , 2015 and 2014 were fully vested at each of the grant dates. The restricted stock awards require no service period and thus contain no risk or provision for forfeiture. Employee Stock Purchase Plan: On February 18, 2009, our Board of Directors adopted the 2009 ESPP, and our shareholders approved the 2009 ESPP at our Annual Meeting of Shareholders on May 7, 2009. Under the 2009 ESPP, employees are allowed to purchase shares of our common stock at a fifteen percent ( 15% ) discount via payroll deduction. There are four offering periods during an annual period. At our 2016 Annual Meeting of Shareholders, held on May 2, 2016, our shareholders approved an amendment to the 2009 ESPP that increased the maximum number of shares issuable under the 2009 ESPP from 300,000 to 450,000 . As of December 31, 2016 , 137,627 shares remain available to purchase under this 2009 ESPP. The fair value of the employees' purchase rights is estimated using the Black-Scholes model. Purchase information and fair value assumptions are presented in the following table: Twelve Months Ended December 31, 2016 2015 2014 Shares purchased 51,552 45,397 33,715 Dividend yield — — — Expected life 1 year 1 year 1 year Expected volatility 34% 33% 27% Risk free interest rates 0.6% 0.3% 0.1% Weighted average per share fair value $5.01 $4.48 $4.84 |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Lease Obligations | LEASE OBLIGATIONS We have non-cancelable operating leases for various properties and equipment throughout the company; that expire at various dates, with various options for renewal. The latest expiration is during 2025 . Rent expense associated with operating leases was $1.9 million , $2.0 million and $2.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The following is a schedule, by year, of minimum payments due on all non-cancelable operating leases as of December 31, 2016 (in thousands): Year Ended December 31, 2017 $ 1,369 2018 914 2019 463 2020 317 2021 285 Thereafter 376 $ 3,724 In addition we have entered into various capital leases for equipment that expire at various dates, between January 2017 and November 2020 , and are included in property and equipment on the consolidated balance sheet for a gross value of $0.1 million and $0.3 million and accumulated amortization of $0.1 million and $0.2 million as of December 31, 2016 and 2015 , respectively. The following is a schedule, by year, of minimum payments due on all non-cancelable capital leases as of December 31, 2016 (in thousands): Year Ending December 31, 2017 $ 14 2018 10 2019 10 2020 6 2021 — Thereafter — Net minimum lease payments 40 Less: amount representing interest 3 Present value of minimum lease payments $ 37 |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) Following is a summary of the quarterly results of operations for the years ended December 31, 2016 and 2015 . All dollar amounts are in thousands, except per share amounts: Quarter First Second Third Fourth Total 2016 Net sales $ 65,298 $ 66,124 $ 59,919 $ 66,232 $ 257,573 Gross profit 44,930 45,856 41,147 45,389 177,322 Net income 4,402 4,386 3,165 (11,791 ) 162 Basic EPS 0.31 0.31 0.22 (0.83 ) 0.01 Diluted EPS 0.31 0.31 0.22 (0.83 ) 0.01 2015 Net sales $ 61,376 $ 61,493 $ 56,237 $ 62,732 $ 241,838 Gross profit 42,734 42,159 39,640 43,666 168,199 Net income 4,112 3,661 2,878 4,116 14,767 Basic EPS 0.30 0.26 0.21 0.29 1.05 Diluted EPS 0.29 0.26 0.20 0.29 1.04 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | SEGMENT INFORMATION We evaluate our operating segments by our major product lines: knee, hip, biologics and spine, extremity and other products. The “other products” segment includes miscellaneous sales categories, such as bone cement, instrument rental fees, shipping charges, and other product lines. We have reclassified prior period instrument sales and segment profit (loss) from the "other" segment to their individual product lines to conform to current period presentation. Evaluation of the performance of operating segments is based on their respective income from operations before taxes, interest income and expense, and nonrecurring items. Intersegment sales and transfers are not significant. The accounting policies of the reportable segments are the same as those described in Note 2. Total assets not identified with a specific segment are listed as “corporate” and include cash and cash equivalents, accounts receivable, income taxes receivable, deposits and prepaid expenses, deferred tax assets, land, facilities, office furniture and computer equipment, notes receivable, and other investments. Depreciation and amortization on corporate assets is allocated to the product segments for purposes of evaluating the income (loss) from operations, and capitalized surgical instruments are allocated to the appropriate product line supported by those assets. Summarized information concerning our reportable segments is shown in the following table (in thousands): Year Ended December 31, Extremities Knee Hip Biologics & Spine Other Corporate Total 2016 Net sales $ 100,327 $ 76,186 $ 46,747 $ 19,505 $ 14,808 $ — $ 257,573 Segment profit (loss) 15,428 4,682 3,031 (17,573 ) 2,062 (882 ) 6,748 Total assets, net 54,014 68,074 42,016 11,557 10,249 108,299 294,209 Capital expenditures 8,844 6,048 3,931 152 4,813 7,724 31,512 Depreciation and Amortization 3,113 6,135 2,715 1,113 518 5,616 19,210 2015 Net sales $ 86,698 $ 73,061 $ 43,133 $ 22,761 $ 16,185 $ — $ 241,838 Segment profit (loss) 18,278 4,174 1,129 561 (1,845 ) (1,967 ) 20,330 Total assets, net 37,817 64,679 36,222 22,217 13,898 100,674 275,507 Capital expenditures 3,668 4,864 4,151 1,179 546 5,056 19,464 Depreciation and Amortization 2,847 7,530 2,684 1,172 575 3,598 18,406 2014 Net sales $ 80,769 $ 81,408 $ 43,786 $ 24,116 $ 18,294 $ — $ 248,373 Segment profit (loss) 18,119 5,766 2,857 568 (1,036 ) (2,146 ) 24,128 Total assets, net 27,033 66,840 32,168 24,187 15,159 95,653 261,040 Capital expenditures 3,565 4,798 3,416 887 1,161 4,812 18,639 Depreciation and Amortization 2,199 7,992 2,809 1,212 582 3,752 18,546 Geographic distribution of our long-lived assets and inventory is shown in the following table (in thousands): As of December 31, 2016 2015 Domestic International Domestic International Long lived assets, gross $ 167,326 $ 63,805 $ 161,672 $ 53,859 Accumulated depreciation and amortization (89,445 ) (23,980 ) (88,958 ) (19,391 ) Long lived assets, net 77,881 39,825 72,714 34,468 Inventory $ 47,538 $ 33,449 $ 43,725 $ 36,699 Geographic distribution of our sales is summarized in the following table (in thousands): Twelve Months Ended December 31, 2016 2015 2014 2016-2015% Inc/Decr 2015-2014% Inc/Decr Domestic sales $ 176,769 $ 168,140 $ 165,575 5.1 1.5 International sales 80,804 73,698 82,798 9.6 (11.0 ) Total sales $ 257,573 $ 241,838 $ 248,373 6.5 (2.6 ) |
Business Acquisition (Notes)
Business Acquisition (Notes) | 12 Months Ended |
Dec. 31, 2016 | |
Business Acquisitions [Abstract] | |
Business Combination Disclosure [Text Block] | BUSINESS ACQUISITIONS Exactech Australia On February 1, 2016 , we completed the acquisition of all of the outstanding capital stock of Exactech Australia Pty Ltd, an Australia-based company. Exactech Australia has been our independent importer and distribution partner in Australia for the past four years. The acquisition was accomplished to further the partnership between us and the team at Exactech Australia and to further service customers in the Asia Pacific area. The aggregate purchase price for Exactech Australia will range from $3.1 million AUD to $7.6 million AUD, of which $1.6 million AUD, or $1.1 million USD at a 0.7034 AUD:USD exchange rate, was paid to the Exactech Australia shareholders in cash at the closing of the acquisition, and the remainder will be paid to such shareholders contingent on the achievement of certain future milestones. The first contingent consideration payment of $1.1 million was paid in February 2017, and we expect the final payment to be made during the first quarter of 2018. Consideration also included $2.0 million USD in forgiven accounts receivable that were owed to us as of February 1, 2016. The estimated fair value of the contingent consideration was determined using the following assumptions: discount rates of 3.7% , probability levels of milestone range of outcomes, and expected timing of achievement of contingent consideration earn-out amounts. We financed the acquisition from our operating cash flows. Upon completion of the acquisition, we effectively concluded a pre-existing distribution agreement for the distribution of our products, which was stated at fair value; therefore, we recognized no impact to the statement of income. The accounting for our acquisition of Exactech Australia was finalized as of December 31, 2016 . The goodwill was determined as the excess of the consideration over the fair value of the net assets acquired, and was due to the synergies we obtained in the extended service in Australia. Goodwill was allocated to the knee, extremity and hip segments based on expected sales for the segments. Pro forma revenue and earnings for the business combination have not been presented because the effects, both individually and in the aggregate, were not material to our results of operations. The following table summarizes the final purchase price allocation and determination of goodwill, which is not deductible for tax purposes, as of December 31, 2016 (in thousands): Amounts at Acquisition Measurement Period Adjustment Amounts at Acquisition (as adjusted) Consideration: Cash $ 1,152 $ 1,152 Fair value of contingent consideration 2,435 2,435 Total Purchase Price 3,587 3,587 Settlement of pre-existing debt 2,006 2,006 5,593 5,593 Acquisition related expenses-incurred as of December 31, 2016 $ 131 Identifiable assets acquired and liabilities assumed: Current assets acquired 1,616 (74 ) 1,542 Property and equipment 722 386 1,108 Current liabilities assumed (208 ) (208 ) Deferred tax liability assumed (161 ) (161 ) Identifiable intangible assets 535 535 2,504 312 2,816 Goodwill 3,089 (312 ) 2,777 Net assets acquired $ 5,593 $ — $ 5,593 Blue Ortho On January 15, 2015 , we completed the acquisition of all of the outstanding capital stock of Blue Ortho SAS, a France-based company. Blue Ortho is the computer-assisted surgical technology development and manufacturing firm that partnered with the Company to develop the ExactechGPS ® Guided Personalized Surgery system. We acquired Blue Ortho to further the partnership between us and the team at Blue Ortho and expand the development of ExactechGPS to other segments of our portfolio. The aggregate purchase price for Blue Ortho is a maximum of €10.0 million , of which €2.0 million , or $2.3 million at a 1.16 USD exchange rate at closing, was paid to the Blue Ortho shareholders in cash at the closing of the acquisition, and the remainder will be paid to such shareholders contingent on the achievement of certain future surgical case milestones. The estimated fair value of the contingent consideration was determined using the following assumptions: discount rates of 4.5 - 6.5% , probability levels of milestone range of outcomes, and expected timing of achievement of contingent consideration earn-out amounts. We expect the contingent consideration to be paid over the next five to ten years. We financed the acquisition from our operating cash flows. We acquired tangible assets of $1.5 million , assumed liabilities of $2.9 million , intangible assets, comprising product licenses and designs, of $7.5 million , and goodwill of $6.5 million . Pro forma revenue and earnings for the business combination have not been presented because the effects, both individually and in the aggregate, were not material to our results of operations. Contingent Consideration The following table summarizes the contingent consideration balance and activity for the years ended December 31, 2016 and December 31, 2015 (in thousands): Exactech Australia Blue Ortho Total Beginning fair value of contingent liability, December 31, 2014 — — — Initial fair value of contingent consideration — 7,148 7,148 Period change in valuation — 186 186 Payments — (676 ) (676 ) Foreign currency translation effects — (436 ) (436 ) Contingent liability balance, December 31, 2015 — 6,222 6,222 Initial fair value of contingent consideration 2,435 — 2,435 Period change in valuation (125 ) 187 62 Payments — (669 ) (669 ) Foreign currency translation effects 63 (201 ) (138 ) Contingent liability balance, December 31, 2016 2,373 5,539 7,912 Current liability 1,128 1,785 2,913 Non-current liability 1,245 3,754 4,999 Due to our expected timing of earn-out payments, a portion of the contingent consideration is classified in other current liabilities on our consolidated balance sheets. The remainder is classified as other non-current liabilities. The change in the contingent consideration during the years ended December 31, 2016 and December 31, 2015 included interest expense of $0.3 million and $0.2 million , respectively, and a gain from a change in the expectations of contingent payment of $0.2 million during the year ended December 31, 2016 . Both adjustments were recognized in other income (expense) in the consolidated statements of income. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | SUBSEQUENT EVENT On January 31, 2017, we completed the sale of our spine assets to Choice Spine, a private enterprise headquartered in Knoxville, TN, for total consideration up to $7.0 million , of which $4.0 million was paid at closing and up to $3.0 million is payable over the next four and a half years. The sale of our spine product line will allow us to focus more on our primary large joint products. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II-Valuation and Qualifying Accounts EXACTECH, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS THREE YEARS ENDED DECEMBER 31, 2016, 2015 and 2014 (in thousands) Balance at Beginning of Year Charged to Costs and Expenses Deductions (Chargeoffs) Balance at End of Year Allowance for doubtful accounts 2014 576 171 163 910 2015 910 668 (607 ) 971 2016 971 73 (92 ) 952 Allowance for sales returns 2014 417 3 (384 ) 36 2015 36 4 — 40 2016 40 481 — 521 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation - The consolidated financial statements include the accounts of Exactech, Inc. and its majority owned subsidiaries. References in this document to “Exactech”, “the Company”, “us”, “we”, or “our”, refers to Exactech, Inc. and its subsidiaries on a consolidated basis unless the context requires otherwise. All material intercompany transactions and balances have been eliminated in consolidation. |
Reclassification | Reclassification - Certain amounts reported for prior periods have been reclassified to be consistent with the current period presentation. No reclassification on the consolidated financial statements had a material impact on the presentation. |
Use of Estimates | Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents - Cash and cash equivalents consist of cash on deposit in financial institutions, institutional money funds, overnight repurchase agreements and other short-term investments with a maturity of 90 days or less at the time of purchase. |
Concentration of Credit Risk | Concentration of Credit Risk - Our cash and cash equivalents are maintained at several financial institutions, and the balances with these financial institutions often exceed the amount of insurance provided on such accounts by the Federal Deposit Insurance Corporation. The cash and cash equivalents generally are maintained with financial institutions with reputable credit, and therefore bear minimal risk. Historically, we have not experienced any losses due to such concentration of credit risk. Our accounts receivable consist primarily of amounts due from hospitals and international government healthcare agencies. Amounts due from international distributors carry longer payment terms than domestic customers, typically due in 90-120 days. We typically perform credit evaluations on our customers and generally do not require collateral. We generally invoice sales to independent international distributors in U.S. dollars; however, our international subsidiaries mainly invoice sales in their respective functional currencies, which make our accounts receivable subject to currency exchange rate risk. We maintain an allowance for doubtful accounts to estimate the losses due to the inability to collect required payment from our customers for products and services rendered. In calculating the allowance, we utilize a model that ages the accounts receivable and applies a progressively higher allowance percentage, based upon our historical experience with balances written-off as uncollectible, to each tier of past due receivables. |
Financial Instruments | Financial Instruments - Our financial instruments include cash and cash equivalents, trade receivables, debt and cash flow hedges. The carrying amounts of cash and cash equivalents, and trade receivables approximate fair value due to their short maturities. The carrying amount of debt approximates fair value due to the variable rate associated with the debt. The fair values of cash flow hedges are based on dealer quotes. |
Inventories | Inventories - Inventories are valued at the lower of cost or net realizable value using a FIFO inventory method. Inventory is comprised of implants and instruments held for sale, including implants consigned or loaned to customers and agents. The consigned or loaned inventory remains our inventory until we are notified of the implantation. Our independent agents have contractual responsibility for any discrepancies in our consigned or loaned inventory, which can result in the agent’s loss of compensation if the inventory is lost. We are required to maintain substantial levels of inventory because it is necessary to maintain all sizes of each component to fill customer orders. The size of the component to be used for a specific patient is typically not known with certainty until the time of surgery, and certain sizes are typically used less frequently than the “standard” sizes. Due to this uncertainty, a minimum of one of each size of each component in the system to be used must be available to each sales representative at the time of surgery, including unusual sizes that will be sold less frequently than “standard” sizes. Although we may conclude that it is more likely than not that all quantities on hand of certain sizes will eventually not be sold, we do not consider such items “excess inventory,” as our business model requires that we maintain such quantities in order to sell the “standard” sizes. As a result of the need to maintain substantial levels of all sizes and components of inventory, we are subject to the risk of inventory obsolescence. In the event that a substantial portion of our inventory becomes obsolete, it would have a material adverse effect on the Company. For items that we identify as obsolete, we record a charge to reduce their carrying value to net realizable value. We also maintain an allowance for lost or damaged inventory to allow for the cost of items that are lost or damaged. We experienced charges related to the lost or damaged and obsolete inventory allowances of $2.3 million , $2.8 million , and $2.3 million , during the years ended December 31, 2016 , 2015 , and 2014 , respectively. An allowance charge for slow moving inventories is recorded based upon an analysis of slow moving inventory items within a product group level. The slow moving inventory allowance is analyzed and calculated based on comparing the current quantity of inventory to historical sales and provides an allowance for any slow moving inventory on a systematic basis, which recognizes the cost of anticipated future obsolescence over the average fifteen year expected life of product groups. We believe this method is appropriate as it recognizes the lack of utility of these items (as a charge to cost of goods sold) over the related product group revenue life cycle. The key inputs to our slow moving allowance are trailing twelve months usage and the expected product life. As the slow moving allowance is an estimate of future obsolescence, changes in sales patterns from historical trends and future product release schedules, could impact the slow moving allowance balance, and result in higher or lower charges to the periodic cost of goods sold. As of December 31, 2016 , we have inventory items with a cost basis of approximately $21.4 million that we determined to be slow moving inventory and for which we have provided an allowance of approximately $14.3 million . We experienced charges related to the slow moving inventory allowances of $2.7 million , $2.1 million , and $1.6 million , during the years ended December 31, 2016 , 2015 , and 2014 ,respectively. We also test our inventory levels for the amount of inventory that we expect to sell within one year. Due to the scope of products required to support surgeries and the fact that we stock new subsidiaries, add consignment locations, and launch new products, the level of inventory often exceeds the forecasted level of cost of goods sold for the next twelve months. We classify our estimate of such inventory as non-current. |
Property and Equipment | Property and Equipment - Property and equipment is stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over estimated useful lives of the related assets: for machinery and equipment, five years, for surgical instrumentation, seven years, for furniture and fixtures, five years, and for facilities, thirty-nine years. Depreciation expense for the years ended December 31, 2016 , 2015 , and 2014 was $17.5 million , $16.7 million , and $16.6 million , respectively. Included in depreciation expense, is depreciation on manufacturing equipment, which is expensed to cost of goods sold. Depreciation expense on our surgical instruments is for our instruments that we use both internally and loan to our customers for their use, and is expensed as an operating expense. Maintenance and repairs are charged to expense as incurred. Our surgical instrumentation, a large part of our property and equipment, is primarily consigned or loaned to hospitals and surgeons without additional compensation. As a result of the use in the field, there is an increased risk of loss or damage to the surgical instruments. As such, our independent agents are contractually responsible to compensate us for any discrepancies or loss in our consigned or loaned surgical instrumentation. Management reviews property and equipment for impairment on a quarterly basis or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. A potential impairment is indicated if the carrying amount of the asset exceeds the expected future cash flows (undiscounted and without interest charges) resulting from use of the asset and its eventual disposition. If an impairment were indicated by this analysis, an impairment charge to reduce the asset to its fair value would be recorded. |
Revenue Recognition | Revenue Recognition - For sales through U.S. sales agents and our international subsidiaries, revenue is recognized upon notification from our sales agent that a product or service has been implanted in a patient customer. As this implantation represents delivery of our products and services without any right of return, we recognize the associated revenue accordingly. Our U.S. sales agents are generally present at the time the product is implanted in a patient and are therefore aware of all sales, including the use of products maintained by non-distributor customers. For sales to international independent distributors, revenue is recognized upon shipment as title, risk and rewards of ownership pass to the buyer and there typically are no contractual rights of return granted or post shipment obligations; however, we have accepted returns in certain circumstances. As sales returns are granted on a case by case basis, we provide for an allowance for returns based upon an analysis of our prior returns experience. At December 31, 2016 and 2015 , our allowance for sales returns was $521,000 and $40,000 , respectively. |
Shipping and Handling Costs | Shipping and Handling Costs - Our shipping and handling costs for shipments of our product to our customers, independent distributors and subsidiaries, are included in cost of goods sold. All shipping and handling charges that are billed to customers are included in net sales. All other shipping and handling costs are included in operating expenses. |
Deferred Financing Costs | Deferred Financing Costs - Deferred financing costs of $0.5 million as of December 31, 2016 and 2015 , are stated net of amortization of $0.1 million and $5,000 , respectively. These costs are amortized to interest expense over the expected life of the underlying debt using the straight line method, which approximates the effective interest method of amortization. |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets - We assess the value of goodwill and other intangibles in accordance with guidance from the FASB. Goodwill is not amortized but is evaluated for impairment, as of October 1 each year, or sooner if an event occurs that would more-likely-than-not reduce the fair value of a reporting unit. In testing goodwill for impairment, we compare the carrying value of the reporting units to their fair value, using a discounted cash flow method of valuation. In determining the fair value of the reporting units, we make assumptions regarding estimated future cash flows based on our estimated future net sales and operating expenses, as well as our estimated growth, as a result of projected market penetration and general economic conditions. We initially allocate goodwill to the reporting units based on estimated future sales of the reporting units. We allocate and test goodwill for impairment on a reporting unit level, which is aligned with our product lines and the way that our management analyzes and reviews the discrete financial information. Changes to these estimates could cause an impairment of goodwill to occur. If events or circumstances indicate the carrying value of intangibles may not be recoverable, we assess the value of other intangible assets, by making assumptions regarding the estimated future cash flows, economic life and other factors to determine fair value of the respective assets. If these estimates or assumptions change in the future, we may be required to record an impairment charge for these assets. We analyze our other intangible assets for impairment issues on a quarterly and annual basis, if required. |
Income Taxes | Income Taxes - Deferred income taxes are provided with respect to temporary differences that arise from certain transactions being reported for financial statement purposes in different periods than for income tax purposes. Deferred tax assets and liabilities are recognized using an asset and liability approach and are based on differences between financial statement and tax bases of assets and liabilities using presently enacted tax rates. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of the changes in tax laws and rates on the date of enactment. When tax returns are filed, it is highly certain that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more-likely-than-not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying consolidated balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination, if any. Interest and penalties associated with unrecognized tax benefits are classified as interest and other expense in the consolidated statements of income. |
Other Taxes | Other Taxes - Taxes assessed by a governmental authority that are imposed concurrent with our revenue transactions with customers are presented on a net basis in our consolidated statements of income. |
Research and Development | Research and Development - Research and development costs are expensed in the period incurred. |
Earnings Per Share | Earnings Per Share - Basic earnings per common share are calculated by dividing net income by the average number of common shares outstanding during the year. Diluted earnings per common share is calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options. |
Options and Stock Awards | Options and Stock Awards - We account for stock-based compensation granted to our directors and employees in accordance with guidance issued by the FASB. The guidance requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award, and recognize as compensation cost the fair value of our stock-based compensation granted to employees and directors. For stock-based compensation granted to non-employees, we re-measure the fair value of stock awards until a measurement date is achieved. Our Executive Incentive Compensation Plan provides for issuance of stock-based compensation, including the grant of stock, stock appreciation rights, stock options, and other stock-based compensation. Under the plan, the exercise price of option awards equals the market price of our stock on the date of grant. At the discretion of the Compensation Committee of our Board of Directors, option awards granted to employees have typically vested in equal increments over a three to five-year period starting on the first anniversary of the date of grant. An option's maximum term is ten years. See Note 10 - Shareholders' Equity for additional information regarding our stock option awards, including the employee stock purchase plan, or ESPP . |
Hedging Activities | We do not enter into or hold derivative instruments for trading or speculative purposes. Hedging Activities - We account for derivative hedging activities in accordance with guidance issued by the FASB. The guidance requires that all hedging activities be recognized in the balance sheet as assets or liabilities and be measured at fair value. Gains or losses from the change in fair value of hedging instruments that qualify for hedge accounting are recorded in other comprehensive income or loss. Our policy is to specifically identify the assets, liabilities or future commitments being hedged and monitor any hedging instruments to determine if they continue to be effective. We terminated our interest rate swap during the fourth quarter of 2015. We do not enter into or hold derivative instruments for trading or speculative purposes. The fair value of any hedging instruments we hold is based on dealer quotes and includes adjustments for nonperformance risk. Any change in fair value is recorded in the consolidated balance sheet as accumulated other comprehensive income or loss. |
Foreign Currency Transactions and Translations | Foreign Currency Transactions – Gains and losses resulting from our transactions and our subsidiaries’ transactions, which are made in a currency that differs from the functional currency, are included in income as they occur, as other income (expense) in the Consolidated Statements of Income. Forward Currency Option – During 2016, we entered into foreign currency forward contracts as economic hedges against the exchange rate fluctuations of the U.S. Dollar (USD) against the Euro (EUR), the British Pound (GBP) and the Japanese Yen (JPY). During the year ended December 31, 2016 , we recognized losses of $0.1 million related to these instruments. The recognized losses were recorded in other income (expense) in the consolidated statements of income related to the fair value of these currency options based upon dealers’ quotes. During 2015, we entered into foreign currency forward contracts as economic hedges against the strengthening of the USD against the EUR and the JPY. During the year ended December 31, 2015 , we realized a loss of $0.5 million , related to these instruments. The recognized losses were recorded in other income (expense) in the consolidated statements of income related to the fair value of these currency options based upon dealer quotes. Foreign Currency Translation - We are exposed to market risk related to changes in foreign currency exchange rates. The functional currency of substantially all of our international subsidiaries is the local currency. Transactions are translated into U.S. dollars and exchange gains and losses arising from translation are recognized in “Other comprehensive income (loss)”. Fluctuations in exchange rates affect our financial position and results of operations. The majority of our foreign currency exposure is to the EUR, GBP, Australian Dollar (AUD) and JPY. During the twelve months ended December 31, 2016 , translation gains were $3.4 million , which were primarily due to the strengthening of the JPY and AUD. During the year ended December 31, 2015 , translation losses were $3.7 million , which were a result of the weakening of the JPY and EUR. We may experience translation gains and losses during the year ending December 31, 2017; however, these gains and losses are not expected to have a material effect on our financial position, results of operations, or cash flows. |
New Accounting Pronouncements | New Accounting Pronouncements - In January 2017, the Financial Accounting Standards Board (“FASB”) issued amended guidance to simplify the accounting for goodwill impairment. The guidance removes Step two of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be recognized for the amount by which the carrying value of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. The amended guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted, for periods beginning after December 15, 2016. We are currently assessing the impact on our financial statements of adopting this guidance. In January 2017, the FASB issued amended guidance on the accounting for business combinations to clarify the definition of a business and to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the guidance, if substantially all of the fair value of gross assets acquired is concentrated in a single asset (or group of similar assets), the assets acquired would not represent a business. In addition, in order to be considered a business, an acquisition would have to include at a minimum an input and a substantive process that together significantly contribute to the ability to create an output. The amended guidance also narrows the definition of outputs by more closely aligning it with how outputs are described in FASB guidance for revenue recognition. This guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We do not expect the adoption to have a material impact on our financial statements. In November 2016, the FASB issued new guidance, which requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. The new standard is required to be applied retrospectively. The guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We do not expect the adoption to have a material impact on our financial statements. In October 2016, the FASB issued new guidance which allows recognition of the income tax consequences upon intra-entity transfers of assets other than inventory when the transfer occurs. The guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. The new guidance is effective for annual and interim periods beginning after December 15, 2017, and early adoption is permitted. We are currently assessing the impact of adopting this guidance on our financial statements. In August 2016, the FASB issued new guidance to clarify how certain transactions are presented and classified in the statement of cash flows. The guidance is aimed at reducing the existing diversity in practice. The guidance will be effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. We are currently assessing the impact of adopting this guidance on our financial statements. In March 2016, the FASB issued updated guidance related to accounting for employee share-based payments. The guidance simplifies the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted. We do not expect the adoption to have a material impact on our financial statements. In February 2016, the FASB issued updated guidance on leases. The new standard requires all lessees to recognize a lease liability and a right-of-use asset, measured at the present value of the future minimum lease payments, at the lease commencement date. Lessor accounting remains largely unchanged under the new guidance. A modified retrospective approach should be applied for leases existing at the beginning of the earliest comparative period presented in the financial statements. The guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. We are currently assessing the impact of adopting this guidance on our financial statements. In September 2015, the FASB issued guidance on business combination provisional adjustments during the measurement period. The new standard requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The guidance is effective for annual and interim periods beginning on or after December 15, 2017, and early application is permitted. We are currently assessing the impact of adopting this guidance on our financial statements; however, we do not expect the adoption of this guidance to have a material impact on our financial position or results of operations. In May 2014, the FASB issued new revenue recognition guidance that supersedes the existing revenue recognition guidance and most industry-specific guidance applicable to revenue recognition. The new guidance is based on the principle that revenue is recognized upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, and clarify guidance for multiple-element arrangements. The guidance is effective for the first fiscal quarter of 2018, and early application is permitted January 1, 2017. Companies have the option to apply the new guidance under a retrospective approach to each prior reporting period presented, or a modified retrospective approach with the cumulative effect of initially applying the new guidance recognized at the date of initial application within the Consolidated Statement of Changes in Stockholders' Equity. We plan to adopt the new guidance effective January 1, 2018. At this time we have not identified any material impact on our financial position or results of operations that would result in the year of adoption. However, we are still assessing the impact and expect that assessment to be completed during the first half of 2017. We plan to adopt the new guidance under the retrospective approach. In November 2015, the FASB issued amended guidance on income taxes, which simplifies the classification of deferred income tax liabilities and assets in a classified statement of financial position. The amendment requires entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a non-current amount. The amendment is effective for fiscal years and interim periods within those years beginning after December 15, 2016, and may be early adopted on a prospective basis or on a retrospective basis to all periods presented. In the first quarter of 2016 we adopted the amended guidance on a retrospective basis, and reclassified $1.7 million of current deferred tax assets to non-current deferred tax liabilities as of December 31, 2015. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of classification of Inventory | The following table summarizes our classifications of inventory as of December 31,: (in thousands) 2016 2015 Raw materials $ 23,183 $ 19,481 Work in process 1,634 1,633 Finished goods on hand 7,913 14,497 Finished goods on loan/consignment 48,257 44,813 Inventory total 80,987 80,424 Non-current inventories 15,723 8,995 Inventories, current $ 65,264 $ 71,429 |
Schedule of accrued liabilities | Accrued Expenses - Accrued expenses as of December 31, 2016 and 2015 consist of the following: (in thousands) 2016 2015 Commissions payable $ 4,053 $ 4,218 Compensation payable 5,013 3,071 Royalties payable 1,500 1,599 Deferred revenue 394 175 Miscellaneous accrued expenses 872 435 Total accrued expenses $ 11,832 $ 9,498 |
Schedule of foreign exchange contracts | Foreign Currency Transactions - The following table provides information on the components of our foreign currency activities recognized in the Consolidated Statements of Income for the years ended December 31,: (in thousands) 2016 2015 2014 Foreign currency transactions loss, net $ (201 ) $ (659 ) $ (1,321 ) Forward currency option (loss) gain (131 ) (472 ) 192 Foreign currency loss, net $ (332 ) $ (1,131 ) $ (1,129 ) |
Schedule of comprehensive income (loss) | Other Comprehensive Income (Loss) - Other comprehensive income (loss) is composed of unrealized gains or losses from the change in fair value of certain derivative instruments that qualify for hedge accounting, and for foreign currency translation effects. The following table provides information on the components of our other comprehensive loss: (in thousands) Cash Flow Hedge Foreign Currency Translation Total Balance December 31, 2014 $ (150 ) $ (8,247 ) $ (8,397 ) 2015 Adjustments 150 (3,739 ) (3,589 ) Balance December 31, 2015 $ — $ (11,986 ) $ (11,986 ) 2016 Adjustments — 3,375 3,375 Balance December 31, 2016 $ — $ (8,611 ) $ (8,611 ) |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The table below provides information on our liabilities that are measured at fair value on a recurring basis: (In Thousands) Total Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) At December 31, 2016 Contingent consideration $ 7,912 $ — $ — $ 7,912 At December 31, 2015 Contingent consideration $ 6,222 $ — $ — $ 6,222 |
Goodwill and Other Intangible27
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill – The following table provides the changes to the carrying value of goodwill for the years ended December 31, 2016 and 2015 : (in thousands) Extremities Knee Hip Biologics and Spine Other Total Balance as of January 1, 2015 $ 411 $ 3,639 $ 597 $ 7,553 $ 891 $ 13,091 Business acquisition $ 4,368 $ 1,760 $ 391 $ — $ — $ 6,519 Foreign currency translation effects (318 ) (267 ) (84 ) — (91 ) $ (760 ) Balance as of December 31, 2015 $ 4,461 $ 5,132 $ 904 $ 7,553 $ 800 $ 18,850 Business acquisition 833 1,389 417 — 138 $ 2,777 Impairment — — — (7,553 ) — $ (7,553 ) Foreign currency translation effects (140 ) (72 ) (20 ) — (23 ) $ (255 ) Balance as of December 31, 2016 $ 5,154 $ 6,449 $ 1,301 $ — $ 915 $ 13,819 |
Schedule of Finite-Lived Intangible Assets by Major Class | Other Intangible Assets – The following tables summarize our carrying values of our other intangible assets at December 31, 2016 and 2015 : (in thousands) Carrying Value Accumulated Amortization Net Carrying Value Weighted Avg Amortization Period Balance at December 31, 2016 Product licenses and designs $ 14,842 $ 5,740 $ 9,102 11.5 Patents and trademarks 4,182 3,361 821 14.0 Customer relationships 1,438 962 476 6.9 Balance at December 31, 2015 Product licenses and designs $ 16,675 $ 5,554 $ 11,121 11.1 Patents and trademarks 4,678 3,252 1,426 14.2 Customer relationships 2,923 2,831 92 7.0 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table provides information for the estimated amortization by year for our amortizable intangible assets: Year ending December 31, (in thousands) 2017 2018 2019 2020 2021 Product licenses and designs $ 1,102 $ 1,039 $ 1,025 $ 1,021 $ 994 Patents and trademarks 226 210 141 68 66 Customer relationships 78 78 78 78 78 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following (in thousands): 2016 2015 2014 Current: Federal $ 5,021 $ 7,014 $ 6,657 State 1,322 1,289 1,783 Foreign 236 431 788 Total current 6,579 8,734 9,228 Deferred: Federal (1,190 ) (1,920 ) (1,297 ) State (221 ) (367 ) (39 ) Foreign 1,365 (884 ) (252 ) Total deferred (46 ) (3,171 ) (1,588 ) Total provision for income taxes $ 6,533 $ 5,563 $ 7,640 |
Schedule of Income before Income Tax, Domestic and Foreign | The components of income before income taxes were as follows (in thousands): 2016 2015 2014 United States $ 9,597 $ 18,855 $ 20,564 Foreign (2,849 ) 1,475 3,564 Total $ 6,748 $ 20,330 $ 24,128 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between the amount of reported income tax provision and the amount computed at the statutory Federal income tax rate for the years ended December 31, 2016 , 2015 and 2014 follows: 2016 2015 2014 Statutory Federal rate 35.0 % 35.0 % 35.0 % State income taxes (net of Federal income tax benefit) 10.0 % 2.5 % 4.7 % Effect of rates different than statutory (5.0 )% (4.3 )% (5.5 )% Valuation allowance 41.1 % (0.8 )% 0.7 % Tax benefit relating to U.S. manufacturer's deduction (10.8 )% (3.2 )% (2.6 )% Research and development credit (11.7 )% (3.2 )% (3.0 )% Meals and Entertainment 3.7 % 1.2 % 1.3 % Goodwill impairment 39.5 % — % — % Prior period adjustment (5.1 )% (0.7 )% (1.1 )% Other 0.9 % 0.9 % 2.2 % 97.6 % 27.4 % 31.7 % |
Schedule of Deferred Tax Assets and Liabilities | The types of temporary differences and their related tax effects that give rise to deferred tax assets and liabilities at December 31, 2016 and 2015 are as follows (in thousands): 2016 2015 Deferred tax liabilities: Basis difference in property and equipment $ 8,201 $ 9,871 Basis difference in intangibles 2,283 1,476 Other 787 567 Gross deferred tax liabilities 11,271 11,914 Deferred tax assets: Accrued liabilities and reserves not currently deductible 1,116 764 Inventory basis difference 6,320 5,428 Non-qualified stock options 779 1,100 Loss carry forwards 9,458 8,463 Valuation allowance on net operating loss carry forwards (7,316 ) (4,301 ) Other 28 17 Gross deferred tax assets 10,385 11,471 Net deferred tax liabilities $ 886 $ 443 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following as of December 31,: (in thousands) 2016 2015 Business line of credit payable on a revolving basis, plus interest based on adjustable rate as determined by one month LIBOR based on our ratio of funded debt to EBITDA, 2.06% as of December 31, 2016. 20,000 16,000 Total debt 20,000 16,000 Less current portion — — $ 20,000 $ 16,000 |
Schedule of Maturities of Long-term Debt | The following is a schedule of debt maturities as of December 31, 2016 (in thousands): 2017 $ — 2018 — 2019 — 2020 20,000 2021 — Thereafter — $ 20,000 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |||
Schedule of Earnings Per Share Reconciliation | The following is a reconciliation of the numerators and denominators of the basic and diluted EPS computations for net income and net income available to common shareholders (in thousands, except per share amounts): 2016 2015 2014 Income (Numera tor) Shares (Denominator) Per Share Income (Numerator) Shares (Denominator) Per Share Income (Numera tor) Shares (Denominator) Per Share Net income $ 162 $ 14,767 $ 16,488 Basic EPS: Net income available to common shareholders $ 162 14,130 $ 0.01 $ 14,767 14,022 $ 1.05 $ 16,488 13,732 $ 1.20 Effect of dilutive securities: Stock options 203 180 284 Diluted EPS: Net income available to common shareholders plus assumed conversions $ 162 14,333 $ 0.01 $ 14,767 14,202 $ 1.04 $ 16,488 14,016 $ 1.18 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | A summary of the status of stock option activity under our stock-based compensation plans as of December 31, 2016 , 2015 and 2014 and changes during the years then ended is presented below: 2016 2015 2014 Options Weighted Avg Exercise Price Options Weighted Avg Exercise Price Options Weighted Avg Exercise Price Outstanding - January 1 1,217,003 $ 18.70 1,244,166 $ 17.49 1,317,678 $ 16.78 Granted 18,500 23.00 176,125 23.28 201,217 20.90 Exercised (191,802 ) 16.45 (197,607 ) 15.13 (261,769 ) 16.49 Forfeited or Expired (140,926 ) 17.68 (5,681 ) 19.87 (12,960 ) 18.46 Outstanding - December 31 902,775 $ 19.43 1,217,003 $ 18.70 1,244,166 $ 17.49 Exercisable - December 31 481,763 $ 18.36 632,603 $ 17.35 688,529 $ 16.50 The following table summarizes additional stock option terms as of December 31, 2016 : Weighted avg remaining contractual term (years) Aggregate intrinsic value(in thousands) Options outstanding 3.44 $ 7,105 Options exercisable 2.77 4,308 | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The fair value of each option granted to employees and non-employee directors is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants: Years ended December 31, 2016 2015 2014 Options granted 18,500 176,125 201,217 Dividend yield — — — Expected life 7 years 7 years 7 years Expected volatility 42% 42% 43% Risk free interest rates 1.6% 1.7% 2.3% Weighted average fair value per share of options granted $10.44 $10.64 $9.87 | ||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan | The compensation cost that has been charged against income for the incentive compensation plans for the years ended December 31 was: (in thousands) 2016 2015 2014 Employee stock compensation expense $ 1,563 $ 1,794 $ 1,800 Non-employee stock compensation expense — — — 1,563 1,794 1,800 Income tax benefit 446 515 461 $ 1,117 $ 1,279 $ 1,339 | ||
Schedule of Share-based Compensation, Nonemployee Director Stock Award Plan, Activity | The summary information of the restricted stock grants for the year ended 2016 is presented below: Grant date February 29, May 31, August 31, November 30, Aggregate shares of restricted stock granted 5,190 3,925 3,485 3,855 Grant date fair value $ 97,000 $ 97,000 $ 97,000 $ 97,000 Weighted average fair value per share $ 18.65 $ 24.68 $ 27.79 $ 25.10 | The summary information of the restricted stock grants for the year ended 2015 is presented below: Grant date February 27, May 29, August 31, November 30, Aggregate shares of restricted stock granted 4,974 4,530 4,940 5,525 Grant date fair value $ 116,000 $ 97,000 $ 97,000 $ 97,000 Weighted average fair value per share $ 23.35 $ 21.38 $ 19.61 $ 17.53 | The summary information of the restricted stock grants for 2014 is presented below: Grant date February 28, May 30, August 29, November 28, Aggregate shares of restricted stock granted 4,020 4,502 4,710 5,070 Grant date fair value $ 93,666 $ 104,852 $ 112,475 $ 112,453 Weighted average fair value per share $ 23.30 $ 23.29 $ 23.88 $ 22.18 |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | Purchase information and fair value assumptions are presented in the following table: Twelve Months Ended December 31, 2016 2015 2014 Shares purchased 51,552 45,397 33,715 Dividend yield — — — Expected life 1 year 1 year 1 year Expected volatility 34% 33% 27% Risk free interest rates 0.6% 0.3% 0.1% Weighted average per share fair value $5.01 $4.48 $4.84 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The following is a schedule, by year, of minimum payments due on all non-cancelable operating leases as of December 31, 2016 (in thousands): Year Ended December 31, 2017 $ 1,369 2018 914 2019 463 2020 317 2021 285 Thereafter 376 $ 3,724 |
Schedule of Future Minimum Lease Payments for Capital Leases | The following is a schedule, by year, of minimum payments due on all non-cancelable capital leases as of December 31, 2016 (in thousands): Year Ending December 31, 2017 $ 14 2018 10 2019 10 2020 6 2021 — Thereafter — Net minimum lease payments 40 Less: amount representing interest 3 Present value of minimum lease payments $ 37 |
Quarterly Results of Operatio32
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Quarterly Results of Operations | Following is a summary of the quarterly results of operations for the years ended December 31, 2016 and 2015 . All dollar amounts are in thousands, except per share amounts: Quarter First Second Third Fourth Total 2016 Net sales $ 65,298 $ 66,124 $ 59,919 $ 66,232 $ 257,573 Gross profit 44,930 45,856 41,147 45,389 177,322 Net income 4,402 4,386 3,165 (11,791 ) 162 Basic EPS 0.31 0.31 0.22 (0.83 ) 0.01 Diluted EPS 0.31 0.31 0.22 (0.83 ) 0.01 2015 Net sales $ 61,376 $ 61,493 $ 56,237 $ 62,732 $ 241,838 Gross profit 42,734 42,159 39,640 43,666 168,199 Net income 4,112 3,661 2,878 4,116 14,767 Basic EPS 0.30 0.26 0.21 0.29 1.05 Diluted EPS 0.29 0.26 0.20 0.29 1.04 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Summarized information concerning our reportable segments is shown in the following table (in thousands): Year Ended December 31, Extremities Knee Hip Biologics & Spine Other Corporate Total 2016 Net sales $ 100,327 $ 76,186 $ 46,747 $ 19,505 $ 14,808 $ — $ 257,573 Segment profit (loss) 15,428 4,682 3,031 (17,573 ) 2,062 (882 ) 6,748 Total assets, net 54,014 68,074 42,016 11,557 10,249 108,299 294,209 Capital expenditures 8,844 6,048 3,931 152 4,813 7,724 31,512 Depreciation and Amortization 3,113 6,135 2,715 1,113 518 5,616 19,210 2015 Net sales $ 86,698 $ 73,061 $ 43,133 $ 22,761 $ 16,185 $ — $ 241,838 Segment profit (loss) 18,278 4,174 1,129 561 (1,845 ) (1,967 ) 20,330 Total assets, net 37,817 64,679 36,222 22,217 13,898 100,674 275,507 Capital expenditures 3,668 4,864 4,151 1,179 546 5,056 19,464 Depreciation and Amortization 2,847 7,530 2,684 1,172 575 3,598 18,406 2014 Net sales $ 80,769 $ 81,408 $ 43,786 $ 24,116 $ 18,294 $ — $ 248,373 Segment profit (loss) 18,119 5,766 2,857 568 (1,036 ) (2,146 ) 24,128 Total assets, net 27,033 66,840 32,168 24,187 15,159 95,653 261,040 Capital expenditures 3,565 4,798 3,416 887 1,161 4,812 18,639 Depreciation and Amortization 2,199 7,992 2,809 1,212 582 3,752 18,546 |
Schedule of Revenue from External Customers and Long-Lived Assets by Geographic Area | Geographic distribution of our long-lived assets and inventory is shown in the following table (in thousands): As of December 31, 2016 2015 Domestic International Domestic International Long lived assets, gross $ 167,326 $ 63,805 $ 161,672 $ 53,859 Accumulated depreciation and amortization (89,445 ) (23,980 ) (88,958 ) (19,391 ) Long lived assets, net 77,881 39,825 72,714 34,468 Inventory $ 47,538 $ 33,449 $ 43,725 $ 36,699 Geographic distribution of our sales is summarized in the following table (in thousands): Twelve Months Ended December 31, 2016 2015 2014 2016-2015% Inc/Decr 2015-2014% Inc/Decr Domestic sales $ 176,769 $ 168,140 $ 165,575 5.1 1.5 International sales 80,804 73,698 82,798 9.6 (11.0 ) Total sales $ 257,573 $ 241,838 $ 248,373 6.5 (2.6 ) |
Business Acquisition (Tables)
Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The following table summarizes the final purchase price allocation and determination of goodwill, which is not deductible for tax purposes, as of December 31, 2016 (in thousands): Amounts at Acquisition Measurement Period Adjustment Amounts at Acquisition (as adjusted) Consideration: Cash $ 1,152 $ 1,152 Fair value of contingent consideration 2,435 2,435 Total Purchase Price 3,587 3,587 Settlement of pre-existing debt 2,006 2,006 5,593 5,593 Acquisition related expenses-incurred as of December 31, 2016 $ 131 Identifiable assets acquired and liabilities assumed: Current assets acquired 1,616 (74 ) 1,542 Property and equipment 722 386 1,108 Current liabilities assumed (208 ) (208 ) Deferred tax liability assumed (161 ) (161 ) Identifiable intangible assets 535 535 2,504 312 2,816 Goodwill 3,089 (312 ) 2,777 Net assets acquired $ 5,593 $ — $ 5,593 |
Business Acquisition, Contingent Consideration [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following table summarizes the contingent consideration balance and activity for the years ended December 31, 2016 and December 31, 2015 (in thousands): Exactech Australia Blue Ortho Total Beginning fair value of contingent liability, December 31, 2014 — — — Initial fair value of contingent consideration — 7,148 7,148 Period change in valuation — 186 186 Payments — (676 ) (676 ) Foreign currency translation effects — (436 ) (436 ) Contingent liability balance, December 31, 2015 — 6,222 6,222 Initial fair value of contingent consideration 2,435 — 2,435 Period change in valuation (125 ) 187 62 Payments — (669 ) (669 ) Foreign currency translation effects 63 (201 ) (138 ) Contingent liability balance, December 31, 2016 2,373 5,539 7,912 Current liability 1,128 1,785 2,913 Non-current liability 1,245 3,754 4,999 |
Organization (Details)
Organization (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)market | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of international Markets | market | 40 | ||
Payments to Acquire Equity Method Investments | $ | $ 2,100 | $ 0 | $ 0 |
Summary of Significant Accoun36
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Accounting Policies [Line Items] | |||
Prior Year Balance Sheet Line Item Reclassification | $ 14,400,000 | ||
Prior Period Reclassification Adjustment | 8,500,000 | $ 6,600,000 | |
Foreign currency option gain (loss) | $ (131,000) | (472,000) | $ 192,000 |
Allowance for sales returns | 521,000 | 40,000 | |
Deferred financing costs | 450,000 | 450,000 | |
Amortization of financing costs | 100,000 | $ 5,000 | |
New Accounting Pronouncement Or Change In Accounting Principle Cumulative Effect Of Change On Non Current Deferred Tax Liabilities | $ 1,700,000 | ||
Stock Options [Member] | Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||
Stock Options [Member] | Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Inventory (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Inventory [Line Items] | |||
Inventory Write-down | $ 5,058 | $ 4,907 | $ 3,921 |
Raw materials | 23,183 | 19,481 | |
Work in process | 1,634 | 1,633 | |
Finished goods on hand | 7,913 | 14,497 | |
Finished goods on loan/consignment | 48,257 | 44,813 | |
Inventory total | 80,987 | 80,424 | |
Non-current inventories | 15,723 | 8,995 | |
Inventories, current | 65,264 | 71,429 | |
Discrepant and Obsolete [Member] | |||
Inventory [Line Items] | |||
Inventory Write-down | 2,300 | 2,800 | 2,300 |
Slow Moving [Member] | |||
Inventory [Line Items] | |||
Inventory Write-down | 2,700 | $ 2,100 | $ 1,600 |
Inventory Valuation Reserves | 14,300 | ||
Inventory total | $ 21,400 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 17.5 | $ 16.7 | $ 16.6 |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Surgical Instrumentation [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 7 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
Facilities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life | 39 years |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Commissions payable | $ 4,053 | $ 4,218 |
Compensation payable | 5,013 | 3,071 |
Royalties payable | 1,500 | 1,599 |
Deferred Revenue | 394 | 175 |
Miscellaneous accrued expenses | 872 | 435 |
Accrued expenses and other liabilities | $ 11,832 | $ 9,498 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Foreign currency transactions (loss) gain, net | $ (201) | $ (659) | $ (1,321) |
Foreign currency option gain (loss) | (131) | (472) | 192 |
Foreign currency (loss) gain, net | (332) | (1,131) | (1,129) |
Change in currency translation | $ 3,375 | $ (3,739) | $ (4,629) |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Comprehensive Income (Loss) [Roll Forward] | |||
Cash Flow Hedge, Beginning of Period | $ 0 | $ (150) | |
Change in fair value of cash flow hedges | 0 | 150 | $ 134 |
Cash Flow Hedge, End of Period | 0 | 0 | (150) |
Foreign Currency Translation, Beginning of Period | (11,986) | (8,247) | |
Change in currency translation | 3,375 | (3,739) | (4,629) |
Foreign Currency Translation, End of Period | (8,611) | (11,986) | (8,247) |
Total, Beginning of Period | (11,986) | (8,397) | |
Other comprehensive income (loss), net of tax | 3,375 | (3,589) | (4,495) |
Total, End of Period | $ (8,611) | $ (11,986) | $ (8,397) |
Fair Value Measures (Details)
Fair Value Measures (Details) - Recurring Basis [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 7,912 | $ 6,222 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | 0 |
Significant Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 7,912 | $ 6,222 |
Goodwill and Other Intangible43
Goodwill and Other Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Oct. 01, 2016 | |
Goodwill [Roll Forward] | |||
Beginning Balance | $ 18,850 | $ 13,091 | |
Goodwill, Acquired During Period | 2,777 | 6,519 | |
Goodwill, Impairment Loss | (7,553) | ||
Foreign currency translation effects | (255) | (760) | |
Ending Balance | 13,819 | 18,850 | |
Extremities | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 4,461 | 411 | |
Goodwill, Acquired During Period | 833 | 4,368 | |
Goodwill, Impairment Loss | 0 | ||
Foreign currency translation effects | (140) | (318) | |
Ending Balance | 5,154 | 4,461 | |
Knee | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 5,132 | 3,639 | |
Goodwill, Acquired During Period | 1,389 | 1,760 | |
Goodwill, Impairment Loss | 0 | ||
Foreign currency translation effects | (72) | (267) | |
Ending Balance | 6,449 | 5,132 | |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 9.50% | ||
Hip | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 904 | 597 | |
Goodwill, Acquired During Period | 417 | 391 | |
Goodwill, Impairment Loss | 0 | ||
Foreign currency translation effects | (20) | (84) | |
Ending Balance | 1,301 | 904 | |
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount | 3.80% | ||
Biologics & Spine | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 7,553 | 7,553 | |
Goodwill, Acquired During Period | 0 | 0 | |
Goodwill, Impairment Loss | (7,553) | ||
Foreign currency translation effects | 0 | 0 | |
Ending Balance | 0 | 7,553 | |
Other | |||
Goodwill [Roll Forward] | |||
Beginning Balance | 800 | 891 | |
Goodwill, Acquired During Period | 138 | 0 | |
Goodwill, Impairment Loss | 0 | ||
Foreign currency translation effects | (23) | (91) | |
Ending Balance | $ 915 | $ 800 |
Goodwill and Other Intangible44
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of Intangible Assets, Finite-lived | $ 600 | ||
Impairment of Long-Lived Assets to be Disposed of | 1,100 | ||
Amortization expense of intangible assets | 1,700 | $ 1,700 | $ 2,000 |
Product Licenses and Designs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Value | 14,842 | 16,675 | |
Accumulated Amortization | 5,740 | 5,554 | |
Net Carrying Value | $ 9,102 | $ 11,121 | |
Weighted Avg Amortization Period | 11 years 5 months 25 days | 11 years 26 days | |
Patents and Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Value | $ 4,182 | $ 4,678 | |
Accumulated Amortization | 3,361 | 3,252 | |
Net Carrying Value | $ 821 | $ 1,426 | |
Weighted Avg Amortization Period | 13 years 11 months 25 days | 14 years 2 months | |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Carrying Value | $ 1,438 | $ 2,923 | |
Accumulated Amortization | 962 | 2,831 | |
Net Carrying Value | $ 476 | $ 92 | |
Weighted Avg Amortization Period | 6 years 10 months 26 days | 7 years | |
Minimum [Member] | Product Licenses and Designs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 5 years | ||
Minimum [Member] | Patents and Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 5 years | ||
Minimum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 6 years | ||
Maximum [Member] | Product Licenses and Designs [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 20 years | ||
Maximum [Member] | Patents and Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 17 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Estimated useful life | 7 years |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Product Licenses and Designs [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,017 | $ 1,102 |
2,018 | 1,039 |
2,019 | 1,025 |
2,020 | 1,021 |
2,021 | 994 |
Patents and Trademarks [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,017 | 226 |
2,018 | 210 |
2,019 | 141 |
2,020 | 68 |
2,021 | 66 |
Customer Relationships [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
2,017 | 78 |
2,018 | 78 |
2,019 | 78 |
2,020 | 78 |
2,021 | $ 78 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 32,600 | |
Net operating loss carryforward, resulting deferred tax asset | 9,458 | $ 8,463 |
Valuation allowance on net operating loss carry forwards | (7,316) | $ (4,301) |
Decrease in deferred tax asset if net operating loss carryforward was recorded at expected utilized value | 2,600 | |
Decrease in valuation allowance if net operating loss carryforward was recorded at expected utilized value | 2,600 | |
Valuation allowance established through goodwill from a business combination | 3,400 | |
Unremitted earnings of foreign subsidiaries | 36,900 | |
Unrecognized Tax Benefits | $ 0 |
Income Tax - Provision for Inco
Income Tax - Provision for Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 5,021 | $ 7,014 | $ 6,657 |
State | 1,322 | 1,289 | 1,783 |
Foreign | 236 | 431 | 788 |
Current | 6,579 | 8,734 | 9,228 |
Deferred: | |||
Federal | (1,190) | (1,920) | (1,297) |
State | (221) | (367) | (39) |
Foreign | 1,365 | (884) | (252) |
Deferred income taxes | (46) | (3,171) | (1,588) |
Total provision for income taxes | $ 6,533 | $ 5,563 | $ 7,640 |
Income Tax - Components of Taxe
Income Tax - Components of Taxes Before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
United States | $ 9,597 | $ 18,855 | $ 20,564 |
Foreign | (2,849) | 1,475 | 3,564 |
INCOME BEFORE INCOME TAXES AND EQUITY IN LOSS OF INVESTEE | $ 6,748 | $ 20,330 | $ 24,128 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Statutory Federal rate | 35.00% | 35.00% | 35.00% |
State income taxes (net of Federal income tax benefit) | 10.00% | 2.50% | 4.70% |
Effect of rates different than statutory | (5.00%) | (4.30%) | (5.50%) |
Valuation allowance | 41.10% | (0.80%) | 0.70% |
Effective Income Tax Rate Reconciliation, Deduction, Qualified Production Activity, Percent | 10.80% | 3.20% | 2.60% |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Percent | (11.70%) | (3.20%) | (3.00%) |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Meals and Entertainment, Amount | 3.70% | 1.20% | 1.30% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Impairment Losses, Amount | 39.50% | 0.00% | 0.00% |
Effective Income Tax Rate Reconciliation, Prior Year Income Taxes, Percent | (5.10%) | (0.70%) | (1.10%) |
Other | 0.90% | 0.90% | 2.20% |
Effective Income Tax Rate Reconciliation, Percent | 97.60% | 27.40% | 31.70% |
Income Tax - Deferred Tax Asset
Income Tax - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax liabilities: | ||
Basis difference in property and equipment | $ 8,201 | $ 9,871 |
Basis difference in intangibles | 2,283 | 1,476 |
Other | 787 | 567 |
Gross deferred tax liabilities | 11,271 | 11,914 |
Deferred tax assets: | ||
Accrued liabilities and reserves not currently deductible | 1,116 | 764 |
Inventory basis difference | 6,320 | 5,428 |
Non-qualified stock options | 779 | 1,100 |
Loss carry forwards | 9,458 | 8,463 |
Valuation allowance on net operating loss carry forwards | (7,316) | (4,301) |
Deferred Tax Assets, Other | 28 | 17 |
Gross deferred tax assets | 10,385 | 11,471 |
Deferred Tax Liabilities, Net | $ 886 | $ 443 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate, Effective Percentage | 2.06% | |
Line of credit | $ 20,000 | $ 16,000 |
Total debt | 20,000 | 16,000 |
Less current portion | 0 | 0 |
Long-term debt, net of current portion | $ 20,000 | $ 16,000 |
Debt (Schedule of Debt Maturiti
Debt (Schedule of Debt Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,017 | $ 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 20,000 | |
2,021 | 0 | |
Thereafter | 0 | |
Total debt | $ 20,000 | $ 16,000 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2016 | Feb. 24, 2012USD ($) | |
Debt Instrument [Line Items] | ||
Maximum aggregate principal amount | $ 150,000,000 | |
Swingline note amount | 5,000,000 | |
Letters of credit amount | $ 5,000,000 | |
Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Leverage ratio on debt convenant | 3 | |
Fixed charge coverage | 1.5 | |
Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.00% | |
Federal Funds Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Minimum [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Fee on unused borrowing capacity | 0.175% | |
Minimum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Leverage Ratio for determining applicable margin | 1.25% | |
Minimum [Member] | Base Rate | ||
Debt Instrument [Line Items] | ||
Leverage Ratio for determining applicable margin | 0.00% | |
Maximum [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Fee on unused borrowing capacity | 0.25% | |
Maximum [Member] | Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Leverage Ratio for determining applicable margin | 1.75% | |
Maximum [Member] | Base Rate | ||
Debt Instrument [Line Items] | ||
Leverage Ratio for determining applicable margin | 0.75% | |
Domestic [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Pledged of equity in subsidiaries (percentage) | 100.00% | |
Foreign | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Pledged of equity in subsidiaries (percentage) | 65.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Percent of domestic net sales paid through royalties | 1.00% | ||
Percent of foreign net sales paid through royalties | 1.00% | ||
Payments for royalties | $ 300 | $ 300 | $ 300 |
William Petty [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum royalties paid annually | 150 | 150 | 150 |
Gary Miller [Member] | |||
Related Party Transaction [Line Items] | |||
Maximum royalties paid annually | $ 150 | $ 150 | $ 150 |
ODi [Member] | |||
Related Party Transaction [Line Items] | |||
Equity Method Investment, Ownership Percentage | 24.55% | ||
Related Party Transaction, Purchases from Related Party | $ 900 | ||
Accounts Payable, Related Parties | $ 900 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Legal Disclosure [Abstract] | ||
Amount accured for product liability claims | $ 25,000 | $ 100,000 |
Outstanding commitments for purchase of inventory, raw materials and supplies | 20,900,000 | |
Outstanding commitments for purchase of capital equipment | 6,700,000 | |
Purchases under distribution agreements | $ 3,500,000 |
Pension Plan (Details)
Pension Plan (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Percent of employee salary that company matches | 5.00% | ||
Employer matching percent for defined benefit plans | 100.00% | ||
Total contributions for defined benefit plans | $ 1.4 | $ 1.2 | $ 1.1 |
Shareholders' Equity (Earnings
Shareholders' Equity (Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |||||||||||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (11,791) | $ 3,165 | $ 4,386 | $ 4,402 | $ 4,116 | $ 2,878 | $ 3,661 | $ 4,112 | $ 162 | $ 14,767 | $ 16,488 |
Net income available to common shareholders | 162 | 14,767 | 16,488 | ||||||||
Net income available to common shareholders plus assumed conversions | $ 162 | $ 14,767 | $ 16,488 | ||||||||
Net income available to common shareholders (in shares) | 14,130,000 | 14,022,000 | 13,732,000 | ||||||||
Effect of dilutive securities, stock options (in shares) | 203,000 | 180,000 | 284,000 | ||||||||
Net income available to common shareholders plus assumed conversions (in shares) | 14,333,000 | 14,202,000 | 14,016,000 | ||||||||
Basic EPS (in dollars per share) | $ (0.83) | $ 0.22 | $ 0.31 | $ 0.31 | $ 0.29 | $ 0.21 | $ 0.26 | $ 0.30 | $ 0.01 | $ 1.05 | $ 1.20 |
Diluted EPS (in dollars per share) | $ (0.83) | $ 0.22 | $ 0.31 | $ 0.31 | $ 0.29 | $ 0.20 | $ 0.26 | $ 0.29 | $ 0.01 | $ 1.04 | $ 1.18 |
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | |||||||||||
Antidilutive shares | 185,480 | 386,638 | 143,967 |
Shareholders' Equity Treasury S
Shareholders' Equity Treasury Stock (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Equity, Class of Treasury Stock [Line Items] | |
Stock Repurchase Program, Period in Force | 2 years |
Treasury Stock, Shares, Acquired | 163,529 |
Treasury Stock Acquired, Average Cost Per Share | $ / shares | $ 18.60 |
Treasury Stock, Value, Acquired, Cost Method | $ | $ 3 |
Maximum [Member] | |
Equity, Class of Treasury Stock [Line Items] | |
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 1,000,000 |
Shareholders' Equity (Share Bas
Shareholders' Equity (Share Based Compensation) (Details) | Nov. 30, 2016USD ($)$ / sharesshares | Aug. 31, 2016USD ($)$ / sharesshares | May 31, 2016USD ($)$ / sharesshares | Feb. 29, 2016USD ($)$ / sharesshares | Nov. 30, 2015USD ($)$ / sharesshares | Aug. 31, 2015USD ($)$ / sharesshares | May 29, 2015USD ($)$ / sharesshares | Feb. 27, 2015USD ($)$ / sharesshares | Nov. 28, 2014USD ($)$ / sharesshares | Aug. 29, 2014USD ($)$ / sharesshares | May 30, 2014USD ($)$ / sharesshares | Feb. 28, 2014USD ($)$ / sharesshares | Dec. 31, 2016USD ($)periodmember$ / sharesshares | Dec. 31, 2015USD ($)periodmember$ / sharesshares | Dec. 31, 2014USD ($)periodmember$ / sharesshares | May 08, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Shares authorized | 1,500,000 | |||||||||||||||
Remaining shares issuable under 2009 Plan | 411,699 | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||||
Expected life | 1 year | 1 year | 1 year | |||||||||||||
Expected volatility | 34.00% | 33.00% | 27.00% | |||||||||||||
Risk free interest rates | 0.60% | 0.30% | 0.10% | |||||||||||||
Restricted Stock Awards Disclosure [Abstract] | ||||||||||||||||
Number Of Offering Period In Annual Period | period | 4 | |||||||||||||||
Grant date fair value | $ | $ 387,000 | $ 407,000 | $ 423,000 | |||||||||||||
Maximum [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Incentive Stock Option Plan, Term | 10 years | |||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||||||||
Outstanding - January 1, Options (in shares) | 1,217,003 | 1,244,166 | 1,317,678 | |||||||||||||
Outstanding - January 1, Weighted Avg Exercise Price (in dollars per share) | $ / shares | $ 18.70 | $ 17.49 | $ 16.78 | |||||||||||||
Granted, Options (in shares) | 18,500 | 176,125 | 201,217 | |||||||||||||
Granted, Weighted Avg Exercise Price (in dollars per share) | $ / shares | $ 23 | $ 23.28 | $ 20.90 | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 191,802 | 197,607 | 261,769 | |||||||||||||
Exercised, Weighted Avg Exercise Price (in dollars per share) | $ / shares | $ 16.45 | $ 15.13 | $ 16.49 | |||||||||||||
Forfeited or Expired, Options (in shares) | 140,926 | 5,681 | 12,960 | |||||||||||||
Forfeited or Expired, Weighted Avg Exercise Price (in dollars per share) | $ / shares | $ 17.68 | $ 19.87 | $ 18.46 | |||||||||||||
Outstanding - December 31, Weighted Avg Exercise Price (in dollars per share) | $ / shares | $ 19.43 | $ 18.70 | $ 17.49 | |||||||||||||
Outstanding - December 31, Options (in shares) | 902,775 | 1,217,003 | 1,244,166 | |||||||||||||
Exercisable - December 31, Options (in shares) | 481,763 | 632,603 | 688,529 | |||||||||||||
Exercisable - December 31, Weighted Avg Exercise Price (in dollars per share) | $ / shares | $ 18.36 | $ 17.35 | $ 16.50 | |||||||||||||
Outstanding - December 31, Aggregate Intrinsic Value (In thousands) | $ | $ 7,105,000 | |||||||||||||||
Exercisable - December 31, Aggregate Intrinsic Value (In thousands) | $ | $ 4,308,000 | |||||||||||||||
Outstanding - December 31, Weighted Avg Remaining Contractual Term | 3 years 5 months 9 days | |||||||||||||||
Exercisable - December 31, Weighted Avg Remaining Contractual Term | 2 years 9 months 9 days | |||||||||||||||
Exercised, Aggregate Intrinsic Value (In thousands) | $ | $ 1,200,000 | $ 1,100,000 | $ 500,000 | |||||||||||||
Expiration period of stock options | 10 years | |||||||||||||||
Unrecognized compensation cost related to unvested awards | $ | $ 1,000,000 | |||||||||||||||
Recognition weighted-average period | 1 year 2 months 26 days | |||||||||||||||
Dividend yield | 0.00% | 0.00% | 0.00% | |||||||||||||
Expected life | 7 years | 7 years | 7 years | |||||||||||||
Expected volatility | 42.00% | 42.00% | 43.00% | |||||||||||||
Risk free interest rates | 1.60% | 1.70% | 2.30% | |||||||||||||
Weighted average per share fair value (in dollars per share) | $ / shares | $ 10.44 | $ 10.64 | $ 9.87 | |||||||||||||
Employee Stock Option [Member] | Maximum [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Incentive Stock Option Plan, Term | 10 years | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||||||||
Expiration period of stock options | 10 years | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||||||||||||
Employee Stock Option [Member] | Minimum [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Incentive Stock Option Plan, Term | 5 years | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||||||||
Expiration period of stock options | 5 years | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||
Restricted Stock [Member] | ||||||||||||||||
Restricted Stock Awards Disclosure [Abstract] | ||||||||||||||||
Number of Outside Members of the Board of Directors | member | 5 | 5 | 6 | |||||||||||||
Restricted stock awards granted to director | $ | $ 77,500 | $ 77,500 | $ 75,000 | |||||||||||||
Number Of Offering Period In Annual Period | period | 4 | 4 | 4 | |||||||||||||
Aggregate shares of restricted stock granted (in shares) | 3,855 | 3,485 | 3,925 | 5,190 | 5,525 | 4,940 | 4,530 | 4,974 | 5,070 | 4,710 | 4,502 | 4,020 | ||||
Grant date fair value | $ | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 116,000 | $ 112,453 | $ 112,475 | $ 104,852 | $ 93,666 | ||||
Weighted average fair value per share (in dollars per share) | $ / shares | $ 25.10 | $ 27.79 | $ 24.68 | $ 18.65 | $ 17.53 | $ 19.61 | $ 21.38 | $ 23.35 | $ 22.18 | $ 23.88 | $ 23.29 | $ 23.30 |
Shareholders' Equity Compensati
Shareholders' Equity Compensation cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 1,563 | $ 1,794 | $ 1,800 |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | 446 | 515 | 461 |
Allocated Share-based Compensation Expense, Net of Tax | 1,117 | 1,279 | 1,339 |
Employee Stock Option [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | 1,563 | 1,794 | 1,800 |
Non-Employee Stock Option [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated Share-based Compensation Expense | $ 0 | $ 0 | $ 0 |
Shareholders' Equity (Employee
Shareholders' Equity (Employee Stock Purchase Plan) (Details) | 12 Months Ended | ||||
Dec. 31, 2016period$ / sharesshares | Dec. 31, 2015$ / sharesshares | Dec. 31, 2014$ / sharesshares | May 02, 2016shares | May 03, 2012shares | |
Stockholders' Equity Note [Abstract] | |||||
ESPP, discount from market price | 15.00% | ||||
Number Of Offering Period In Annual Period | period | 4 | ||||
ESPP reserved shares | 450,000 | 300,000 | |||
ESPP remaining reserved shares | 137,627 | ||||
Shares purchased | 51,552 | 45,397 | 33,715 | ||
Dividend yield | 0.00% | 0.00% | 0.00% | ||
Expected life | 1 year | 1 year | 1 year | ||
Expected volatility | 34.00% | 33.00% | 27.00% | ||
Risk free interest rates | 0.60% | 0.30% | 0.10% | ||
Weighted average per share fair value (in dollars per share) | $ / shares | $ 5.01 | $ 4.48 | $ 4.84 |
Lease Obligations - Operating L
Lease Obligations - Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Leases [Abstract] | |||
Rent expense | $ 1,900 | $ 2,000 | $ 2,100 |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | |||
2,017 | 1,369 | ||
2,018 | 914 | ||
2,019 | 463 | ||
2,020 | 317 | ||
2,021 | 285 | ||
Thereafter | 376 | ||
Operating Leases, Future Minimum Payments Due | $ 3,724 |
Lease Obligations - Capital Lea
Lease Obligations - Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leases, Future Minimum Payments Due, Rolling Maturity [Abstract] | ||
2,017 | $ 14 | |
2,018 | 10 | |
2,019 | 10 | |
2,020 | 6 | |
2,021 | 0 | |
Thereafter | 0 | |
Net minimum lease payments | 40 | |
Less: amount representing interest | 3 | |
Present value of minimum lease payments | 37 | |
Property and Equipment [Member] | ||
Capital Leased Assets [Line Items] | ||
Gross value of capital leases | 100 | $ 300 |
Accumulated amortization of gross capital leases | $ 100 | $ 200 |
Quarterly Results of Operatio64
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 66,232 | $ 59,919 | $ 66,124 | $ 65,298 | $ 62,732 | $ 56,237 | $ 61,493 | $ 61,376 | $ 257,573 | $ 241,838 | $ 248,373 |
Gross profit | 45,389 | 41,147 | 45,856 | 44,930 | 43,666 | 39,640 | 42,159 | 42,734 | 177,322 | 168,199 | 174,129 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | $ (11,791) | $ 3,165 | $ 4,386 | $ 4,402 | $ 4,116 | $ 2,878 | $ 3,661 | $ 4,112 | $ 162 | $ 14,767 | $ 16,488 |
Basic EPS (in dollars per share) | $ (0.83) | $ 0.22 | $ 0.31 | $ 0.31 | $ 0.29 | $ 0.21 | $ 0.26 | $ 0.30 | $ 0.01 | $ 1.05 | $ 1.20 |
Diluted EPS (in dollars per share) | $ (0.83) | $ 0.22 | $ 0.31 | $ 0.31 | $ 0.29 | $ 0.20 | $ 0.26 | $ 0.29 | $ 0.01 | $ 1.04 | $ 1.18 |
Segment Information - Business
Segment Information - Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 66,232 | $ 59,919 | $ 66,124 | $ 65,298 | $ 62,732 | $ 56,237 | $ 61,493 | $ 61,376 | $ 257,573 | $ 241,838 | $ 248,373 |
Segment profit (loss) | 6,748 | 20,330 | 24,128 | ||||||||
Total assets, net | 294,209 | 275,507 | 294,209 | 275,507 | 261,040 | ||||||
Property, Plant and Equipment, Additions | 31,512 | 19,464 | 18,639 | ||||||||
Depreciation and amortization | 19,210 | 18,406 | 18,546 | ||||||||
Extremities | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 100,327 | 86,698 | 80,769 | ||||||||
Segment profit (loss) | 15,428 | 18,278 | 18,119 | ||||||||
Total assets, net | 54,014 | 37,817 | 54,014 | 37,817 | 27,033 | ||||||
Property, Plant and Equipment, Additions | 8,844 | 3,668 | 3,565 | ||||||||
Depreciation and amortization | 3,113 | 2,847 | 2,199 | ||||||||
Knee | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 76,186 | 73,061 | 81,408 | ||||||||
Segment profit (loss) | 4,682 | 4,174 | 5,766 | ||||||||
Total assets, net | 68,074 | 64,679 | 68,074 | 64,679 | 66,840 | ||||||
Property, Plant and Equipment, Additions | 6,048 | 4,864 | 4,798 | ||||||||
Depreciation and amortization | 6,135 | 7,530 | 7,992 | ||||||||
Hip | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 46,747 | 43,133 | 43,786 | ||||||||
Segment profit (loss) | 3,031 | 1,129 | 2,857 | ||||||||
Total assets, net | 42,016 | 36,222 | 42,016 | 36,222 | 32,168 | ||||||
Property, Plant and Equipment, Additions | 3,931 | 4,151 | 3,416 | ||||||||
Depreciation and amortization | 2,715 | 2,684 | 2,809 | ||||||||
Biologics & Spine | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 19,505 | 22,761 | 24,116 | ||||||||
Segment profit (loss) | (17,573) | 561 | 568 | ||||||||
Total assets, net | 11,557 | 22,217 | 11,557 | 22,217 | 24,187 | ||||||
Property, Plant and Equipment, Additions | 152 | 1,179 | 887 | ||||||||
Depreciation and amortization | 1,113 | 1,172 | 1,212 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 14,808 | 16,185 | 18,294 | ||||||||
Segment profit (loss) | 2,062 | (1,845) | (1,036) | ||||||||
Total assets, net | 10,249 | 13,898 | 10,249 | 13,898 | 15,159 | ||||||
Property, Plant and Equipment, Additions | 4,813 | 546 | 1,161 | ||||||||
Depreciation and amortization | 518 | 575 | 582 | ||||||||
Corporate | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Segment profit (loss) | (882) | (1,967) | (2,146) | ||||||||
Total assets, net | $ 108,299 | $ 100,674 | 108,299 | 100,674 | 95,653 | ||||||
Property, Plant and Equipment, Additions | 7,724 | 5,056 | 4,812 | ||||||||
Depreciation and amortization | $ 5,616 | $ 3,598 | $ 3,752 |
Segment Information - Revenue a
Segment Information - Revenue and Long Lived Assets by Geographic Location (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Inventory | $ 80,987 | $ 80,424 | $ 80,987 | $ 80,424 | |||||||
Total sales | 66,232 | $ 59,919 | $ 66,124 | $ 65,298 | 62,732 | $ 56,237 | $ 61,493 | $ 61,376 | $ 257,573 | $ 241,838 | $ 248,373 |
Total sales, % Inc/Decr | 6.50% | (2.60%) | |||||||||
International [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 63,805 | 53,859 | $ 63,805 | $ 53,859 | |||||||
Accumulated Amortization and Depreciation Long Lived Assets | (23,980) | (19,391) | (23,980) | (19,391) | |||||||
long lived assets, net | 39,825 | 34,468 | 39,825 | 34,468 | |||||||
Inventory | 33,449 | 36,699 | 33,449 | 36,699 | |||||||
Total sales | $ 80,804 | $ 73,698 | 82,798 | ||||||||
Total sales, % Inc/Decr | 9.60% | (11.00%) | |||||||||
Domestic [Member] | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Long-Lived Assets | 167,326 | 161,672 | $ 167,326 | $ 161,672 | |||||||
Accumulated Amortization and Depreciation Long Lived Assets | (89,445) | (88,958) | (89,445) | (88,958) | |||||||
long lived assets, net | 77,881 | 72,714 | 77,881 | 72,714 | |||||||
Inventory | $ 47,538 | $ 43,725 | 47,538 | 43,725 | |||||||
Total sales | $ 176,769 | $ 168,140 | $ 165,575 | ||||||||
Total sales, % Inc/Decr | 5.10% | 1.50% |
Business Acquisition (Details)
Business Acquisition (Details) $ in Thousands, € in Millions, number in Millions, AUD in Millions | Feb. 01, 2016USD ($)Rate$ / AUD | Feb. 01, 2016AUD | Jan. 15, 2015USD ($)Rate$ / € | Jan. 15, 2015EUR (€)Rate | Dec. 31, 2016USD ($) | Feb. 01, 2016AUDRate$ / AUD | Dec. 31, 2015USD ($) | Jan. 15, 2015EUR (€)Rate$ / € | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | $ (208) | ||||||||
Business Combination, Provisional Information, Adjustment Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed | $ 0 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 1,616 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Current Assets Acquired | (74) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 722 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Property, Plant, and Equipment | 386 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | (161) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 535 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 2,504 | ||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 312 | ||||||||
Goodwill | 3,089 | 13,819 | $ 18,850 | $ 13,091 | |||||
Business Combination, Provisional Information, Initial Accounting Incomplete Goodwill Recognized | (312) | ||||||||
ExacAustralia [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 1,100 | AUD 1.6 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | Rate | 100.00% | 100.00% | |||||||
Business Combination Consideration Transferred Including Taxes Paid | $ 1,152 | 1,152 | |||||||
Business Acquisition, Effective Date of Acquisition | Feb. 1, 2016 | Feb. 1, 2016 | |||||||
Contingent Consideration Fair Value | $ 2,435 | 2,435 | |||||||
Business Combination Consideration Recognized | 3,587 | 3,587 | |||||||
Business Combination, Consideration Transferred, Other | $ 2,006 | 2,006 | |||||||
Foreign Currency Exchange Rate, Translation | $ / AUD | 0.7034 | 0.7034 | |||||||
Fair Value Inputs, Discount Rate | 0.00% | 0.00% | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (208) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | $ 5,593 | 5,593 | |||||||
Business Combination, Acquisition Related Costs | 131 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 1,542 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 1,108 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | (161) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 535 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 2,816 | ||||||||
Goodwill | $ 2,777 | ||||||||
ExacAustralia [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | AUD | AUD 3.1 | ||||||||
ExacAustralia [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | AUD | AUD 7.6 | ||||||||
Blue Ortho [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 2,300 | € 2 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | Rate | 100.00% | 100.00% | |||||||
Business Acquisition, Effective Date of Acquisition | Jan. 15, 2015 | Jan. 15, 2015 | |||||||
Foreign Currency Exchange Rate, Translation | $ / € | 1.16 | 1.16 | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 1,500 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (2,900) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 7,500 | ||||||||
Goodwill | $ 6,500 | ||||||||
Blue Ortho [Member] | Minimum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value Inputs, Discount Rate | Rate | 4.50% | 4.50% | |||||||
Blue Ortho [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair Value Inputs, Discount Rate | Rate | 6.50% | 6.50% | |||||||
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net | € | € 10 |
Business Acquisition Contingent
Business Acquisition Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | $ 7,912 | $ 6,222 | $ 0 | |
Contingent Consideration Initial Fair Value | 2,435 | 7,148 | ||
Contingent Consideration Period Change In Valuation | 62 | 186 | ||
Contingent Consideration Period Change in Valuation, Interest | 300 | |||
Contingent Consideration Payment | 669 | 676 | 0 | |
Contingent Consideration Translation Adjustment | (138) | (436) | ||
Business Combination, Contingent Consideration, Liability, Current | 2,913 | |||
Business Combination, Contingent Consideration, Liability, Noncurrent | 4,999 | |||
Contingent Consideration Period Change in Valuation, Estimate Adjustment | (200) | |||
ExacAustralia [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | 2,373 | 0 | 0 | |
Contingent Consideration Initial Fair Value | 2,435 | 0 | ||
Contingent Consideration Period Change In Valuation | (125) | 0 | ||
Contingent Consideration Payment | $ 1,100 | 0 | 0 | |
Contingent Consideration Translation Adjustment | 63 | 0 | ||
Business Combination, Contingent Consideration, Liability, Current | 1,128 | |||
Business Combination, Contingent Consideration, Liability, Noncurrent | 1,245 | |||
Blue Ortho [Member] | ||||
Business Acquisition [Line Items] | ||||
Business Combination, Contingent Consideration, Liability | 5,539 | 6,222 | $ 0 | |
Contingent Consideration Initial Fair Value | 0 | 7,148 | ||
Contingent Consideration Period Change In Valuation | 187 | 186 | ||
Contingent Consideration Payment | (669) | (676) | ||
Contingent Consideration Translation Adjustment | (201) | $ (436) | ||
Business Combination, Contingent Consideration, Liability, Current | 1,785 | |||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 3,754 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Event (Details) $ in Millions | Jan. 31, 2017USD ($) |
Subsequent Event [Abstract] | |
Sale of Productive Assets, Gross | $ 7 |
Origination of Note Receivable on Sale of Productive Assets | 3 |
Proceeds from Sale of Productive Assets | $ 4 |
Schedule II - Valuation and Q70
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 971 | $ 910 | $ 576 |
Charged to Costs and Expenses | 73 | 668 | 171 |
Deductions (Chargeoffs) | 92 | 607 | 163 |
Balance at End of Year | 952 | 971 | 910 |
Allowance for sales returns | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 40 | 36 | 417 |
Charged to Costs and Expenses | 481 | 4 | 3 |
Deductions (Chargeoffs) | 0 | 0 | (384) |
Balance at End of Year | $ 521 | $ 40 | $ 36 |