Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 03, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
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 | 14,366,181 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
ASSETS | ||
Cash and cash equivalents | $ 11,718 | $ 13,052 |
Accounts receivable, net of allowances of $2,043 and $1,473 | 56,940 | 53,051 |
Prepaid expenses and other assets, net | 3,585 | 3,075 |
Income taxes receivable | 895 | 2,140 |
Inventories - current | 69,885 | 65,264 |
Assets held for sale | 0 | 6,477 |
Total current assets | 143,023 | 143,059 |
PROPERTY AND EQUIPMENT: | ||
Land | 4,550 | 4,474 |
Machinery and equipment | 45,622 | 42,034 |
Surgical instruments | 146,827 | 132,134 |
Furniture and fixtures | 4,715 | 4,700 |
Facilities | 23,062 | 21,726 |
Projects in process | 6,739 | 2,473 |
Total property and equipment | 231,515 | 207,541 |
Accumulated depreciation | (111,434) | (100,234) |
Net property and equipment | 120,081 | 107,307 |
OTHER ASSETS: | ||
Deferred financing and other non-current assets, net | 4,416 | 968 |
Equity investment | 1,916 | 2,047 |
Deferred tax assets | 0 | 887 |
Non-current inventories | 12,799 | 15,723 |
Goodwill | 14,860 | 13,819 |
Total other assets | 44,101 | 43,843 |
TOTAL ASSETS | 307,205 | 294,209 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Accounts payable | 18,338 | 17,566 |
Income taxes payable | 568 | 780 |
Accrued expenses and other liabilities | 13,547 | 11,832 |
Other current liabilities | 2,616 | 2,927 |
Total current liabilities | 35,069 | 33,105 |
LONG-TERM LIABILITIES: | ||
Deferred tax liabilities | 4,181 | 1,773 |
Line of credit | 14,000 | 20,000 |
Other long-term liabilities | 3,653 | 5,089 |
Total long-term liabilities | 21,834 | 26,862 |
Total liabilities | 56,903 | 59,967 |
SHAREHOLDERS' EQUITY: | ||
Common stock | 145 | 144 |
Additional paid-in capital | 91,051 | 87,319 |
Treasury stock | (3,042) | (3,042) |
Accumulated other comprehensive loss | (8,561) | (8,611) |
Retained earnings | 170,709 | 158,432 |
Total shareholders' equity | 250,302 | 234,242 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 307,205 | 294,209 |
Product licenses and designs | ||
OTHER ASSETS: | ||
Finite lived intangible assets, net | 8,994 | 9,102 |
Patents and trademarks | ||
OTHER ASSETS: | ||
Finite lived intangible assets, net | 664 | 821 |
Customer relationships | ||
OTHER ASSETS: | ||
Finite lived intangible assets, net | $ 452 | $ 476 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 2,043 | $ 1,473 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
NET SALES | $ 61,404 | $ 59,919 | $ 198,213 | $ 191,341 |
COST OF GOODS SOLD | 18,232 | 18,772 | 59,927 | 59,408 |
Gross profit | 43,172 | 41,147 | 138,286 | 131,933 |
OPERATING EXPENSES: | ||||
Sales and marketing | 22,713 | 21,684 | 71,335 | 68,838 |
General and administrative | 5,908 | 5,186 | 18,065 | 16,740 |
Research and development | 5,729 | 5,096 | 17,333 | 15,495 |
Depreciation and amortization | 4,892 | 4,592 | 14,283 | 13,326 |
Total operating expenses | 39,242 | 36,558 | 121,016 | 114,399 |
INCOME FROM OPERATIONS | 3,930 | 4,589 | 17,270 | 17,534 |
OTHER INCOME (EXPENSE): | ||||
Interest income | 32 | 29 | 87 | 35 |
Other income | (28) | 43 | 300 | 115 |
Interest expense | (229) | (186) | (693) | (716) |
Foreign Currency Gain (Loss) | 470 | 73 | 1,200 | 665 |
Total other income (expense) | 245 | (41) | 894 | 99 |
INCOME BEFORE INCOME TAXES | 4,175 | 4,548 | 18,164 | 17,633 |
PROVISION FOR INCOME TAXES | 1,277 | 1,383 | 5,756 | 5,680 |
NET INCOME | 2,898 | 3,165 | 12,408 | 11,953 |
EQUITY IN LOSS OF INVESTEE, NET OF TAX | (36) | 0 | (131) | 0 |
Net Income | $ 2,862 | $ 3,165 | $ 12,277 | $ 11,953 |
BASIC EARNINGS PER SHARE (in dollars per share) | $ 0.20 | $ 0.22 | $ 0.86 | $ 0.85 |
DILUTED EARNINGS PER SHARE (in dollars per share) | $ 0.20 | $ 0.22 | $ 0.84 | $ 0.84 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net Income | $ 2,862 | $ 3,165 | $ 12,277 | $ 11,953 |
Other comprehensive income (loss), net of tax: | ||||
Change in currency translation | (163) | 805 | 50 | 2,353 |
Other comprehensive income (loss), net of tax | (163) | 805 | 50 | 2,353 |
Comprehensive income | $ 2,699 | $ 3,970 | $ 12,327 | $ 14,306 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net income | $ 12,277 | $ 11,953 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Provision for allowance for doubtful accounts and sales returns | 570 | 111 |
Inventory allowance | 2,903 | 3,434 |
Depreciation and amortization | 15,173 | 14,246 |
Restricted common stock issued for services | 290 | 290 |
Compensation cost of stock awards | 1,322 | 1,274 |
Loss on disposal of equipment | 1,168 | 1,725 |
Gain on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | 0 | 21 |
Foreign currency exchange gain | (1,739) | (1,081) |
Equity in net loss of equity investee | 131 | 0 |
Deferred income taxes | 3,296 | (1,595) |
Changes in assets and liabilities which provided (used) cash: | ||
Accounts receivable | (259) | 1,678 |
Prepaids and other assets | (1,633) | (988) |
Inventories | (4,706) | (11,487) |
Accounts payable | 891 | 77 |
Income taxes receivable/payable | 1,042 | 1,716 |
Accrued expense & other liabilities | (1,959) | 470 |
Net cash provided by operating activities | 28,767 | 21,844 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (26,776) | (24,499) |
Purchase of business, net of cash acquired | 0 | (833) |
Proceeds from sale of spine assets | 4,000 | 0 |
Proceeds from sale of property and equipment | 0 | 120 |
Investment in note receivable | (1,500) | 0 |
Purchase of intangible assets | 150 | 25 |
Net cash used in investing activities | (24,426) | (25,237) |
FINANCING ACTIVITIES: | ||
Net (repayments) borrowings on line of credit | (6,000) | 4,000 |
Payments of contingency consideration | (2,589) | (669) |
Payments on capital leases | (10) | (32) |
Repurchase of common stock | 0 | (3,042) |
Proceeds from issuance of common stock | 2,121 | 3,014 |
Net cash used in financing activities | (6,478) | 3,271 |
Effect of foreign currency translation on cash and cash equivalents | 803 | 22 |
Cash and cash equivalents held for sale | 0 | 0 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (1,334) | (100) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 13,052 | 12,713 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 11,718 | 12,613 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Interest | 461 | 417 |
Income taxes | 1,967 | 6,816 |
Non-cash investing and financing activities: | ||
Capitalized lease additions | 0 | 29 |
Purchase of equipment payable | 483 | 434 |
Business combination, contingency payable | $ 1,785 | $ 2,377 |
Basis Of Presentation
Basis Of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | 1. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Exactech, Inc. and its subsidiaries (the “Company”, “Exactech”, "we", "us" or "our"), which are for interim periods, have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission relating to interim financial statements. These unaudited condensed consolidated financial statements do not include all disclosures provided in the Company's audited annual financial statements. The condensed financial statements should be read in conjunction with the audited financial statements and notes contained in Exactech's Annual Report on Form 10-K for the year ended December 31, 2016 , as filed with the Securities and Exchange Commission. In the opinion of management, all adjustments considered necessary for a fair presentation have been included, consisting of normal recurring adjustments. Our subsidiaries, Exactech UK, Exactech Japan, Exactech France, Exactech Deutschland, Exactech Ibérica, Exactech International Operations, Blue Ortho, Exactech Australia and Exactech U.S., are consolidated for financial reporting purposes, and all intercompany balances and transactions have been eliminated. Results of operations for the three and nine month periods ended September 30, 2017 are not necessarily indicative of the results to be expected for the full year. Certain amounts reported for prior periods have been reclassified to be consistent with the current period presentation. |
New Accounting Pronouncements A
New Accounting Pronouncements And Standards | 9 Months Ended |
Sep. 30, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements And Standards | 2. NEW ACCOUNTING PRONOUNCEMENTS AND STANDARDS In May 2017, the Financial Accounting Standards Board (“FASB”) issued amended guidance related to accounting for changes in terms or conditions of share-based payment awards. The amended guidance is effective for interim and annual periods beginning after December 15, 2017, with early adoption permitted. We do not expect the adoption of this guidance to have a material impact on our financial statements. In January 2017, the 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 of this guidance 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 of this guidance 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 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 for periods beginning on or after 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. During the first nine months of 2017, we commenced an evaluation of our existing revenue contracts with our customers on some of our most significant revenue streams. Based upon our preliminary assessment, we do not believe there will be a material change to the timing of our revenue recognition; however, we continue our review of the the revenue streams. It is likely we will be required to provide additional disclosures in the notes to the consolidated financial statements upon adoption. We have not yet determined the effect of the ASU on our internal control over financial reporting or other changes in business practices and processes however we are in the process of updating our revenue accounting policy and analyzing controls. We plan to adopt the new guidance under the retrospective approach. Our evaluation of ASU 2014-09 is ongoing and not complete. |
Fair Value Measures
Fair Value Measures | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measures | 3. FAIR VALUE MEASURES 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 value of cash flow hedges are based on dealer quotes. The table below provides information on our assets and liabilities that are measured at fair value on a recurring basis: (In Thousands) Total Fair Value at September 30, 2017 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2017 Liabilities Contingent consideration $ 6,127 $ — $ — $ 6,127 Total: $ 6,127 $ — $ — $ 6,127 December 31, 2016 Liabilities Contingent consideration $ 7,912 $ — $ — $ 7,912 Total: $ 7,912 $ — $ — $ 7,912 The fair value of our contingent consideration liability for the Blue Ortho and Exactech Australia acquisitions is management's estimate based on the present value of estimated payment scenarios. See Note 12, Business Acquisition and Divestiture, for further discussion on the contingent consideration. The inputs and assumptions we use in our outstanding fair value measures are not observable in the market; however, they are assumptions we believe would be made by a market participant. We evaluate our estimates on a quarterly basis, as we obtain additional data impacting the assumptions, and recognize any changes in the unaudited condensed consolidated statements of income. |
Goodwill And Other Intangible A
Goodwill And Other Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill And Other Intangible Assets | 4. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill – The following table provides the changes to the carrying value of goodwill for the nine month period ended September 30, 2017 : (in thousands) Extremities Knee Hip Other Total Balance as of December 31, 2016 $ 5,154 $ 6,449 $ 1,301 $ 915 $ 13,819 Goodwill of divested business (81 ) (133 ) (40 ) (13 ) (267 ) Foreign currency translation effects 598 470 138 102 1,308 Balance as of September 30, 2017 $ 5,671 $ 6,786 $ 1,399 $ 1,004 $ 14,860 We test goodwill for impairment annually as of the 1 st of October. Our impairment analysis as of October 1, 2017 has not been completed. Other Intangible Assets – The following table summarizes the carrying values of our other intangible assets at September 30, 2017 and December 31, 2016 : (in thousands) Carrying Value Accumulated Amortization Net Carrying Value Weighted Avg Amortization Period (In Years) Balance at September 30, 2017 Product licenses and designs $ 15,799 $ 6,805 $ 8,994 11.2 Patents and trademarks 4,184 3,520 664 12.9 Customer relationships 1,594 1,142 452 6.9 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 |
Hedging Activities And Foreign
Hedging Activities And Foreign Currency Translation | 9 Months Ended |
Sep. 30, 2017 | |
Foreign Currency Translation And Hedging Activities [Abstract] | |
Hedging Activities And Foreign Currency Translation | 5. HEDGING ACTIVITIES AND FOREIGN CURRENCY TRANSLATION Foreign Currency Transactions The following table provides information on the components of our foreign currency activities recognized in the unaudited condensed consolidated statements of income: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Foreign currency transactions gain $ 470 $ 155 $ 1,739 $ 1,081 Foreign currency option loss — (82 ) (539 ) (416 ) Foreign currency gain, net $ 470 $ 73 $ 1,200 $ 665 Foreign Currency Transactions – Gains and losses resulting from our transactions and our subsidiaries’ transactions that are made in currencies different from our and their own are included in income as they occur and as other income (expense) in the condensed consolidated statements of income. Foreign Currency Options – During 2017, we entered into foreign currency forward contracts as economic hedges against exchange rate fluctuations of the U.S. Dollar (USD) against the Euro (EUR) and the Australian Dollar (AUD) and recognized losses of $0.5 million , related to these instruments. The recognized losses are recorded in other income (expense) in the unaudited condensed consolidated statements of income related to the fair value of these currency options based upon dealers' quotes. During the three months ended September 30, 2017 we did not enter into any foreign currency options. During 2016, we entered into foreign currency forward contracts as economic hedges against the exchange rate fluctuations of the USD against the EUR, the British Pound (GBP) and the Japanese Yen (JPY). During the nine months ended September 30, 2016 , we recognized losses of $0.4 million related to these instruments. The recognized losses were recorded in other income (expense) in the unaudited condensed consolidated statements of income related to the fair value of these currency options based upon dealers' 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 their local currency. Transactions are translated into USD, and translation gains and losses 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, JPY, and AUD. During the nine months ended September 30, 2017 , translation gains were $0.1 million , which were primarily due to the strengthening of the EUR and AUD against the USD during the nine months ended September 30, 2017 . During the nine months ended September 30, 2016 , translation gains were $2.4 million , which were primarily due to the strengthening of the JPY and the AUD, and offset partially by the weakening of the GBP, in each case against the USD. While we may experience translation gains and losses during the balance of the year ending December 31, 2017 , these gains and losses are not expected to have a material adverse effect on our financial position, results of operations, or cash flows. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. 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 consigned or loaned to them 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 $0.4 million and $0.6 million during the three months ended September 30, 2017 and 2016 , respectively; and $1.7 million and $1.4 million , during the nine months ended September 30, 2017 and 2016 , 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 September 30, 2017 , we have inventory items with a cost basis of approximately $17.3 million that we determined to be slow moving inventory and for which we have provided an allowance of approximately $12.7 million . We experienced charges related to the slow moving inventory allowances of $0.2 million and $0.5 million , during the three months ended September 30, 2017 and 2016 , respectively; and $1.2 million and $2.1 million , during the nine months ended September 30, 2017 and 2016 , 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 September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Raw materials $ 21,804 $ 23,183 Work in process 1,705 1,634 Finished goods on hand 19,736 7,913 Finished goods on loan/consignment 39,439 48,257 Inventory total 82,684 80,987 Non-current inventories 12,799 15,723 Inventories, current $ 69,885 $ 65,264 |
Income Tax
Income Tax | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 7. INCOME TAX At September 30, 2017 , net operating loss carry forwards of our foreign and domestic subsidiaries totaled $26.7 million , some of which begin to expire in 2020. For accounting purposes, the estimated tax effect of this net operating loss carry forward results in a deferred tax asset. The deferred tax asset associated with these losses was $8.4 million with a valuation allowance of $6.2 million charged against this deferred tax asset assuming these losses will not be fully realized. At December 31, 2016 , these net operating loss carry forwards totaled $32.6 million , and the deferred tax asset was $9.5 million with a valuation allowance of $7.3 million charged against this deferred tax asset assuming these losses will not be fully realized. The change in the operating loss carry forward and the valuation allowance was a result of our divestiture in Exactech Taiwan and the elimination of their deferred tax asset. Our income tax returns are subject to examination in numerous state, federal and foreign jurisdictions due to the multiple income tax jurisdictions in which we operate. We are not currently aware of any open examinations by the various government jurisdictions. As of September 30, 2017 , we had no liability recorded as an uncertain tax benefit. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 8. DEBT Debt consisted of the following at September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, 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, 2.50% as of September 30, 2017. 14,000 20,000 Total debt $ 14,000 $ 20,000 The following is a schedule of future debt maturities as of September 30, 2017 , for the years ending December 31 (in thousands): 2017 $ — 2018 — 2019 — 2020 14,000 2021 — Thereafter — $ 14,000 |
Commitments And Contingencies
Commitments And Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | 9. 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 reasonably available. At September 30, 2017 and December 31, 2016 , we had $200,000 and $25,000 accrued, respectively, for product liability claims. These product liability claims 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 for product liability claims at a cost and on other terms and conditions that have been acceptable to us, we may not be able to procure acceptable policies in the future. Commitments In June 2017, we loaned our independent distributor in South Korea $1.5 million and entered into a long-term note receivable. The loan is intended to assist this distributor with its business development and operating cash flows. The fair value of the note receivable is management's estimate based on the present value of estimated collectability scenarios. At September 30, 2017 , we had outstanding commitments for the purchase of inventory, raw materials and supplies of $14.5 million and outstanding commitments for the purchase of capital equipment of $7.5 million . |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment Information | 10. SEGMENT INFORMATION We evaluate our operating segments by our major product lines: extremity, knee, hip, and other products. The “other products” segment includes miscellaneous sales categories, such as bone cement, instrument rental fees, shipping charges, and other implant product lines. As a result of our divestiture of our spine assets, we have also aggregated our remaining biologics and spine products into the "other" segment. To conform to current period presentation, we have reclassified prior period biologics and spine results to the "other" segment, and prior period instrument sales and segment profit (loss) from the "other" segment to their individual product lines. Evaluation of the performance of operating segments is based on their respective incomes 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 of the notes to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 . 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): Three Months Ended September 30, Extremity Knee Hip Other Corporate Total 2017 Net sales $ 27,684 $ 16,545 $ 11,306 $ 5,869 $ — $ 61,404 Segment profit (loss) 2,935 344 493 152 251 4,175 Total assets, net 53,747 75,444 42,578 17,931 117,505 307,205 Capital expenditures 1,474 1,925 602 476 4,105 8,582 Depreciation and Amortization 997 1,840 734 162 1,476 5,209 2016 Net sales $ 23,394 $ 17,027 $ 11,629 $ 7,869 $ — $ 59,919 Segment profit (loss) 3,369 790 911 (481 ) (41 ) 4,548 Total assets, net 45,513 73,962 41,541 34,219 104,837 300,072 Capital expenditures 1,761 481 1,401 873 2,655 7,171 Depreciation and Amortization 1,103 1,307 957 687 825 4,879 Nine Months Ended September 30, Extremity Knee Hip Other Corporate Total 2017 Net sales $ 87,105 $ 56,198 $ 34,951 $ 19,959 $ — $ 198,213 Segment profit (loss) 11,501 2,644 2,629 490 900 18,164 Total assets, net 53,747 75,444 42,578 17,931 117,505 307,205 Capital expenditures 6,737 4,219 4,259 4,024 8,170 27,409 Depreciation and Amortization 2,799 5,290 2,170 605 4,309 15,173 2016 Net sales $ 73,061 $ 56,432 $ 35,554 $ 26,294 $ — $ 191,341 Segment profit (loss) 11,173 3,223 3,363 (225 ) 99 17,633 Total assets, net 45,513 73,962 41,541 34,219 104,837 300,072 Capital expenditures 4,374 4,577 3,919 5,968 6,149 24,987 Depreciation and Amortization 2,542 5,067 2,320 1,551 2,766 14,246 Geographic distribution of our long-lived assets and inventory is shown in the following table (in thousands): As of: September 30, 2017 December 31, 2016 Domestic International Domestic International Long lived assets, gross $ 183,560 $ 69,532 $ 167,326 $ 63,805 Accumulated depreciation and amortization (93,221 ) (29,680 ) (89,445 ) (23,980 ) Long lived assets, net 90,339 39,852 77,881 39,825 Inventory $ 48,373 $ 34,311 $ 47,538 $ 33,449 Geographic distribution of our sales is summarized in the following table (in thousands): Three Months Ended September 30, 2017 2016 % Inc/Decr Domestic sales $ 43,289 $ 42,242 2.5 International sales 18,115 17,677 2.5 Total sales $ 61,404 $ 59,919 2.5 Nine Months Ended September 30, 2017 2016 % Inc/Decr Domestic sales $ 136,644 $ 131,427 4.0 International sales 61,569 59,914 2.8 Total sales $ 198,213 $ 191,341 3.6 |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 11. SHAREHOLDERS’ EQUITY 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: Income (Numerator) Shares (Denominator) Per Share Income (Numerator) Shares (Denominator) Per Share Three Months Ended Three Months Ended (in thousands, except per share amounts) September 30, 2017 September 30, 2016 Net income $ 2,862 $ 3,165 Basic EPS: Net income available to common shareholders $ 2,862 14,352 $ 0.20 $ 3,165 14,123 $ 0.22 Effect of dilutive securities: Stock options 261 247 Diluted EPS: Net income available to common shareholders plus assumed conversions $ 2,862 14,613 $ 0.20 $ 3,165 14,370 $ 0.22 Nine Months Ended Nine Months Ended (in thousands, except per share amounts) September 30, 2017 September 30, 2016 Net income $ 12,277 $ 11,953 Basic EPS: Net income available to common shareholders $ 12,277 14,315 $ 0.86 $ 11,953 14,108 $ 0.85 Effect of dilutive securities: Stock options 263 195 Diluted EPS: Net income available to common shareholders plus assumed conversions $ 12,277 14,578 $ 0.84 $ 11,953 14,303 $ 0.84 For the three months ended September 30, 2017 , weighted average options to purchase 184,500 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 three months ended September 30, 2016 , weighted average options to purchase 18,500 shares of common stock were not included in the computation of diluted EPS because the options were antidilutive under the treasury stock method. For the nine months ended September 30, 2017 , weighted average options to purchase 102,163 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 nine months ended September 30, 2016 , weighted average options to purchase 183,737 shares of common stock were not included in the computation of diluted EPS because the options were antidilutive under the treasury stock method. Changes in Shareholders’ Equity: The following is a summary of the changes in shareholders’ equity for the nine months ended September 30, 2017 : Common Stock Additional Paid-In Capital Retained Earnings Common Stock Held in Treasury Accumulated Other Comprehensive Income (Loss) Total (in thousands) Shares Amount Balance December 31, 2016 14,413 $ 144 $ 87,319 $ 158,432 $ (3,042 ) $ (8,611 ) $ 234,242 Net income — — — 12,277 — — 12,277 Other comprehensive income, net of tax — — — — — 50 50 Exercise of stock options 75 1 1,422 — — — 1,423 Issuance of restricted common stock for services 10 — 290 — — — 290 Issuance of common stock under Employee Stock Purchase Plan 31 — 698 — — — 698 Compensation cost of stock options — — 1,322 — — — 1,322 Balance September 30, 2017 14,529 $ 145 $ 91,051 $ 170,709 $ (3,042 ) $ (8,561 ) $ 250,302 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 September 30, 2017 , we have reacquired 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 sponsor an Executive Incentive Compensation 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. We implemented a comprehensive, consolidated incentive compensation plan upon shareholder approval at our Annual Meeting of Shareholders on May 7, 2009, referred to as the 2009 Plan, which was amended and restated at our 2014 Annual Meeting of Shareholders, held on May 8, 2014, to increase the maximum number of shares issuable under the 2009 Plan by 500,000 . The maximum number of common shares issuable under the 2009 Plan is 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 remain 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 2009 Plan, 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 September 30, 2017 , there were 219,230 total shares remaining issuable under the 2009 Plan. The aggregate compensation cost charged against income with respect to awards issued under the 2009 Plan and the 2009 Employee Stock Purchase Plan, referred to as the 2009 ESPP, was $1.3 million and $1.3 million for the nine months ended September 30, 2017 and 2016 , respectively. Income tax benefit on exercises of non-qualified stock options was $0.3 million and $0.4 million for the nine months ended September 30, 2017 and 2016 , respectively. As of September 30, 2017 , total unrecognized compensation cost related to unvested awards was $2.6 million and is expected to be recognized over a weighted-average period of 1.82 years . Stock Options: A summary of the status of stock option activity under our stock-based compensation plans as of September 30, 2017 and changes during the year to date is presented below: 2017 Options Weighted Avg Exercise Price Weighted Avg Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding - January 1 902,775 $ 19.43 Granted 185,500 30.50 Exercised (74,699 ) 19.04 $ 571 Forfeited or Expired (3,381 ) 24.67 Outstanding - September 30 1,010,195 $ 21.47 3.55 $ 11,593 Exercisable - September 30 585,522 $ 18.58 2.45 $ 8,414 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 termination of employment with Exactech, and are contingent upon continued employment during the applicable option term. Certain non-qualified stock options are granted to non-employee sales agents and consultants, and they typically vest ratably over a period of three to four years from the date of grant and expire in five years or less from the date of grant, or upon termination of the agent's or consultant’s contract with Exactech. Stock options for the purchase of shares of $185,500 and $18,500 common stock were granted during the nine months ended September 30, 2017 and 2016 , respectively. 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 2017, the Committee approved equity compensation to the outside members of the Board of Directors for their service on the Board of Directors. The annual compensation for each director consists of the grant of stock awards with an aggregate market value of $77,500 , payable in four equal quarterly grants of common stock based on the market prices of our common stock on the respective dates of grant. The summary information of the restricted stock grants for the first nine months of 2017 is presented below: Grant date February 28, 2017 May 31, 2017 August 31, 2017 Aggregate shares of restricted stock granted 3,985 3,195 3,170 Grant date fair value $ 97,000 $ 97,000 $ 97,000 Weighted average fair value per share $ 24.30 $ 30.30 $ 30.55 During February 2016, the Committee approved equity compensation to the outside members of the Board of Directors for their service on the Board of Directors. The annual compensation for each director consisted of the grant of stock awards with an aggregate market value of $77,500 , payable in four equal quarterly grants of common stock based on the market prices of our common stock on the respective dates of grant. The summary information of the restricted stock grants for the first nine months of 2016 is presented below: Grant date February 29, 2016 May 31, 2016 August 31, 2016 Aggregate shares of restricted stock granted 5,190 3,925 3,485 Grant date fair value $ 97,000 $ 97,000 $ 97,000 Weighted average fair value per share $ 18.65 $ 24.68 $ 27.79 All of the restricted stock awards in 2017 and 2016 were fully vested at each of the grant dates. The restricted stock awards require no service period and thus contain no risk of, 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 able to purchase shares of our common stock at a fifteen percent ( 15% ) discount via payroll deduction, up to a maximum number of shares issuable under the 2009 ESPP of 450,000 . There are four offering periods during an annual period. As of September 30, 2017 , 106,977 shares remained available for 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: Nine Months Ended September 30, 2017 2016 Shares purchased 30,650 37,749 Dividend yield — — Expected life 1 year 1 year Expected volatility 33% 34% Risk free interest rates 1.0% 0.6% Weighted average per share fair value $5.95 $4.73 |
Business Acquisition (Notes)
Business Acquisition (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 12. BUSINESS ACQUISITION AND DIVESTITURE 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 was our independent importer and distribution partner in Australia from 2013 through our acquisition of Exactech Australia in 2016. 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 at closing, 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 $1.2 million USD 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 rate 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. We acquired tangible assets of $2.7 million , assumed liabilities of $0.4 million , intangible assets, comprising customer relationships of $0.5 million , and goodwill of $2.8 million . 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. 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. 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 EUR:USD exchange rate at closing, was paid to the Blue Ortho shareholders in cash at the closing of the acquisition, and payment of the remainder is contingent on the achievement of certain milestones. We expect the contingent consideration to be paid over the next year due to a change in control clause in the agreement and our pending going private transaction. 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 . Contingent Consideration The following table summarizes the contingent consideration balance and activity for the nine months ended September 30, 2017 , and the year ended December 31, 2016 (in thousands): Exactech Australia Blue Ortho Total 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 Period change in valuation (24 ) 108 84 Payments (1,206 ) (1,383 ) (2,589 ) Foreign currency translation effects 179 541 720 Contingent liability balance, September 30, 2017 1,322 4,805 6,127 Current liability 1,322 1,294 2,616 Non-current liability — 3,511 3,511 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 period change in valuation contingent consideration during the nine months ended September 30, 2017 was interest expense of $0.1 million and partially offset by a gain from a change in the expectations of contingent payment of $0.1 million . The change in the contingent consideration during the year ended December 31, 2016 included interest expense of $0.3 million and a gain from a change in the expectations of contingent payment of $0.2 million . Both adjustments were recognized in other income (expense) in the consolidated statements of income. Divestiture of Exactech Medical Shanghai In September 2017, we completed the sale of all of our common stock of Exactech Medical Shanghai to Double Medical Technology, Inc. and effectively divested 100% of our ownership in Exactech Medical Shanghai for aggregate consideration payable of $1.6 million . As a result, we disposed of $2.7 million in assets and $1.6 million in liabilities. The consideration is recorded as current receivables in our consolidated balance sheets, and is expected to be paid by the end of 2017. We have entered into a distribution agreement with Double Medical Technology, Inc., pursuant to which they will distribute our product in China. Divestiture of Exactech Taiwan In June 2017, we completed an agreement to issue common stock of Exactech Taiwan to Biogend Therapeutics Co., LTD ("Biogend") and a former employee of Exactech, effectively divesting 82% of our ownership in Exactech Taiwan in exchange for a cash investment, by Biogend, in Exactech Taiwan of $6.5 million . As a result, we disposed of $0.2 million in assets and $0.1 million in liabilities and recognized a $0.1 million equity investment, representing our fair value estimate of our retained 18% ownership in Exactech Taiwan. Additionally, we recognized $0.2 million as the fair value of a long-term note receivable owed to us by Exactech Taiwan. The fair value of our retained investment and note receivable were determined based on management's estimate of the present value of probability scenarios of return on investment and collectability of the note receivable. Divestiture of Spine Business During the first quarter of 2017, we obtained a long-term earn-out receivable for $3.0 million as partial payment to us for the sale of our spine business. The fair value of the receivable is management's estimate based on the present value of estimated milestone payments, and adjusted for collectability assumptions. |
Subsequent Event (Notes)
Subsequent Event (Notes) | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 13. SUBSEQUENT EVENT Merger Agreement On October 22, 2017, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Osteon Holdings, L.P., a Delaware limited partnership (“Parent”), and Osteon Merger Sub, Inc., a Florida corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent and Merger Sub are affiliates of global private equity firm TPG Capital. Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly owned subsidiary of Parent (the “Merger”). The time the Merger occurs is referred to as the “Effective Time”. In the Merger, each outstanding share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”) will be cancelled and converted into the right to receive $42.00 in cash, without interest thereon (the “Merger Consideration”), other than certain shares of Company Common Stock held by our founders and certain management stockholders who have agreed to exchange, at a valuation of $42.00 per share, a portion of their shares for new equity securities in Parent. Each Company stock option, to the extent outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, will be cancelled as of immediately prior to the Effective Time, and in consideration for such cancellation, the holder thereof will be entitled to receive an amount in cash, without interest, equal to the product of (A) the excess, if any, of (y) the Merger Consideration over (z) the per share exercise price of such Company stock option multiplied by (B) the number of shares of Company Common Stock subject to such Company stock option, less any applicable withholding taxes. Each Company stock option with a per share exercise price that is equal to or greater than the Merger Consideration will be cancelled immediately prior to the Effective Time with no consideration payable to the holder thereof. Each share of restricted Company Common Stock that is outstanding immediately prior to the Effective Time will become fully vested immediately prior to the Effective Time and will be treated as an outstanding share of Company Common Stock, and the holder thereof shall be entitled to receive the Merger Consideration with respect thereto, less any applicable withholding. The obligation of the parties to consummate the Merger is subject to customary closing conditions, including, among other things, the approval of the Merger Agreement and the Merger by our shareholders at a special meeting of shareholders convened for such purpose and the absence of legal restraints and prohibitions against the Merger and the other transactions contemplated by the Merger Agreement. The obligation of each party to consummate the Merger is also conditioned upon certain of the other party’s representations and warranties being true and correct, the other party having performed in all material respects its material obligations under the Merger Agreement and the other party having not suffered a material adverse effect. There is no financing condition to the Merger. On October 22, 2017, we entered into an equity commitment letter, together with TPG Partners VII, L.P., a Delaware limited partnership (the “Fund”), and Parent, pursuant to which, subject to certain conditions, the Fund has committed to make an equity contribution to Parent in an aggregate amount of up to approximately $624.7 million for purposes of consummating the Merger. Amendment to Bylaws On October 22, 2017, the Board of Directors adopted and approved an amendment to the Company’s Bylaws to include an exclusive forum selection provision. Pursuant to this provision, among other things, unless the Company consents in writing to the selection of another judicial forum, the sole and exclusive judicial forum for: (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a claim of or for breach of a fiduciary duty owed by any current or former director, officer, other employee, or stockholder of the Company to the Company or to the Company’s shareholders, or a claim for aiding and abetting any such breach; (iii) any action asserting a claim against the Company or against any current or former director, officer, other employee, or shareholder of the Company arising pursuant to any provision of the Florida Business Corporation Act, the Company’s articles of incorporation, or the Company’s Bylaws; or (iv) any action asserting a claim against the Company or against any current or former director, officer, other employee, or shareholder of the Company that is governed by the internal affairs doctrine, shall be a state court located within the State of Florida or, if no state court located within the State of Florida has jurisdiction in respect of any of the foregoing actions, the United States District Court for the Northern District of Florida. |
Fair Value Measures (Tables)
Fair Value Measures (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The table below provides information on our assets and liabilities that are measured at fair value on a recurring basis: (In Thousands) Total Fair Value at September 30, 2017 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) September 30, 2017 Liabilities Contingent consideration $ 6,127 $ — $ — $ 6,127 Total: $ 6,127 $ — $ — $ 6,127 December 31, 2016 Liabilities Contingent consideration $ 7,912 $ — $ — $ 7,912 Total: $ 7,912 $ — $ — $ 7,912 |
Goodwill and Other Intangible21
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill – The following table provides the changes to the carrying value of goodwill for the nine month period ended September 30, 2017 : (in thousands) Extremities Knee Hip Other Total Balance as of December 31, 2016 $ 5,154 $ 6,449 $ 1,301 $ 915 $ 13,819 Goodwill of divested business (81 ) (133 ) (40 ) (13 ) (267 ) Foreign currency translation effects 598 470 138 102 1,308 Balance as of September 30, 2017 $ 5,671 $ 6,786 $ 1,399 $ 1,004 $ 14,860 |
Schedule of Finite-Lived Intangible Assets by Major Class | Other Intangible Assets – The following table summarizes the carrying values of our other intangible assets at September 30, 2017 and December 31, 2016 : (in thousands) Carrying Value Accumulated Amortization Net Carrying Value Weighted Avg Amortization Period (In Years) Balance at September 30, 2017 Product licenses and designs $ 15,799 $ 6,805 $ 8,994 11.2 Patents and trademarks 4,184 3,520 664 12.9 Customer relationships 1,594 1,142 452 6.9 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 |
Hedging Activities And Foreig22
Hedging Activities And Foreign Currency Translation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Foreign Currency Translation And Hedging Activities [Abstract] | |
Schedule of Foreign Exchange Contracts, Statement of Financial Position | The following table provides information on the components of our foreign currency activities recognized in the unaudited condensed consolidated statements of income: (in thousands) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Foreign currency transactions gain $ 470 $ 155 $ 1,739 $ 1,081 Foreign currency option loss — (82 ) (539 ) (416 ) Foreign currency gain, net $ 470 $ 73 $ 1,200 $ 665 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | The following table summarizes our classifications of inventory as of September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, Raw materials $ 21,804 $ 23,183 Work in process 1,705 1,634 Finished goods on hand 19,736 7,913 Finished goods on loan/consignment 39,439 48,257 Inventory total 82,684 80,987 Non-current inventories 12,799 15,723 Inventories, current $ 69,885 $ 65,264 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Debt consisted of the following at September 30, 2017 and December 31, 2016 : (in thousands) September 30, December 31, 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, 2.50% as of September 30, 2017. 14,000 20,000 Total debt $ 14,000 $ 20,000 |
Schedule of Maturities of Long-term Debt | The following is a schedule of future debt maturities as of September 30, 2017 , for the years ending December 31 (in thousands): 2017 $ — 2018 — 2019 — 2020 14,000 2021 — Thereafter — $ 14,000 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |
Schedule of Segment Reporting Information, by Segment | Summarized information concerning our reportable segments is shown in the following table (in thousands): Three Months Ended September 30, Extremity Knee Hip Other Corporate Total 2017 Net sales $ 27,684 $ 16,545 $ 11,306 $ 5,869 $ — $ 61,404 Segment profit (loss) 2,935 344 493 152 251 4,175 Total assets, net 53,747 75,444 42,578 17,931 117,505 307,205 Capital expenditures 1,474 1,925 602 476 4,105 8,582 Depreciation and Amortization 997 1,840 734 162 1,476 5,209 2016 Net sales $ 23,394 $ 17,027 $ 11,629 $ 7,869 $ — $ 59,919 Segment profit (loss) 3,369 790 911 (481 ) (41 ) 4,548 Total assets, net 45,513 73,962 41,541 34,219 104,837 300,072 Capital expenditures 1,761 481 1,401 873 2,655 7,171 Depreciation and Amortization 1,103 1,307 957 687 825 4,879 Nine Months Ended September 30, Extremity Knee Hip Other Corporate Total 2017 Net sales $ 87,105 $ 56,198 $ 34,951 $ 19,959 $ — $ 198,213 Segment profit (loss) 11,501 2,644 2,629 490 900 18,164 Total assets, net 53,747 75,444 42,578 17,931 117,505 307,205 Capital expenditures 6,737 4,219 4,259 4,024 8,170 27,409 Depreciation and Amortization 2,799 5,290 2,170 605 4,309 15,173 2016 Net sales $ 73,061 $ 56,432 $ 35,554 $ 26,294 $ — $ 191,341 Segment profit (loss) 11,173 3,223 3,363 (225 ) 99 17,633 Total assets, net 45,513 73,962 41,541 34,219 104,837 300,072 Capital expenditures 4,374 4,577 3,919 5,968 6,149 24,987 Depreciation and Amortization 2,542 5,067 2,320 1,551 2,766 14,246 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | Geographic distribution of our long-lived assets and inventory is shown in the following table (in thousands): As of: September 30, 2017 December 31, 2016 Domestic International Domestic International Long lived assets, gross $ 183,560 $ 69,532 $ 167,326 $ 63,805 Accumulated depreciation and amortization (93,221 ) (29,680 ) (89,445 ) (23,980 ) Long lived assets, net 90,339 39,852 77,881 39,825 Inventory $ 48,373 $ 34,311 $ 47,538 $ 33,449 Geographic distribution of our sales is summarized in the following table (in thousands): Three Months Ended September 30, 2017 2016 % Inc/Decr Domestic sales $ 43,289 $ 42,242 2.5 International sales 18,115 17,677 2.5 Total sales $ 61,404 $ 59,919 2.5 Nine Months Ended September 30, 2017 2016 % Inc/Decr Domestic sales $ 136,644 $ 131,427 4.0 International sales 61,569 59,914 2.8 Total sales $ 198,213 $ 191,341 3.6 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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: Income (Numerator) Shares (Denominator) Per Share Income (Numerator) Shares (Denominator) Per Share Three Months Ended Three Months Ended (in thousands, except per share amounts) September 30, 2017 September 30, 2016 Net income $ 2,862 $ 3,165 Basic EPS: Net income available to common shareholders $ 2,862 14,352 $ 0.20 $ 3,165 14,123 $ 0.22 Effect of dilutive securities: Stock options 261 247 Diluted EPS: Net income available to common shareholders plus assumed conversions $ 2,862 14,613 $ 0.20 $ 3,165 14,370 $ 0.22 Nine Months Ended Nine Months Ended (in thousands, except per share amounts) September 30, 2017 September 30, 2016 Net income $ 12,277 $ 11,953 Basic EPS: Net income available to common shareholders $ 12,277 14,315 $ 0.86 $ 11,953 14,108 $ 0.85 Effect of dilutive securities: Stock options 263 195 Diluted EPS: Net income available to common shareholders plus assumed conversions $ 12,277 14,578 $ 0.84 $ 11,953 14,303 $ 0.84 |
Schedule of Stockholders Equity | The following is a summary of the changes in shareholders’ equity for the nine months ended September 30, 2017 : Common Stock Additional Paid-In Capital Retained Earnings Common Stock Held in Treasury Accumulated Other Comprehensive Income (Loss) Total (in thousands) Shares Amount Balance December 31, 2016 14,413 $ 144 $ 87,319 $ 158,432 $ (3,042 ) $ (8,611 ) $ 234,242 Net income — — — 12,277 — — 12,277 Other comprehensive income, net of tax — — — — — 50 50 Exercise of stock options 75 1 1,422 — — — 1,423 Issuance of restricted common stock for services 10 — 290 — — — 290 Issuance of common stock under Employee Stock Purchase Plan 31 — 698 — — — 698 Compensation cost of stock options — — 1,322 — — — 1,322 Balance September 30, 2017 14,529 $ 145 $ 91,051 $ 170,709 $ (3,042 ) $ (8,561 ) $ 250,302 |
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 September 30, 2017 and changes during the year to date is presented below: 2017 Options Weighted Avg Exercise Price Weighted Avg Remaining Contractual Term Aggregate Intrinsic Value (In thousands) Outstanding - January 1 902,775 $ 19.43 Granted 185,500 30.50 Exercised (74,699 ) 19.04 $ 571 Forfeited or Expired (3,381 ) 24.67 Outstanding - September 30 1,010,195 $ 21.47 3.55 $ 11,593 Exercisable - September 30 585,522 $ 18.58 2.45 $ 8,414 |
Schedule of Share-based Compensation, Nonemployee Director Stock Award Plan, Activity | 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 2017, the Committee approved equity compensation to the outside members of the Board of Directors for their service on the Board of Directors. The annual compensation for each director consists of the grant of stock awards with an aggregate market value of $77,500 , payable in four equal quarterly grants of common stock based on the market prices of our common stock on the respective dates of grant. The summary information of the restricted stock grants for the first nine months of 2017 is presented below: Grant date February 28, 2017 May 31, 2017 August 31, 2017 Aggregate shares of restricted stock granted 3,985 3,195 3,170 Grant date fair value $ 97,000 $ 97,000 $ 97,000 Weighted average fair value per share $ 24.30 $ 30.30 $ 30.55 During February 2016, the Committee approved equity compensation to the outside members of the Board of Directors for their service on the Board of Directors. The annual compensation for each director consisted of the grant of stock awards with an aggregate market value of $77,500 , payable in four equal quarterly grants of common stock based on the market prices of our common stock on the respective dates of grant. The summary information of the restricted stock grants for the first nine months of 2016 is presented below: Grant date February 29, 2016 May 31, 2016 August 31, 2016 Aggregate shares of restricted stock granted 5,190 3,925 3,485 Grant date fair value $ 97,000 $ 97,000 $ 97,000 Weighted average fair value per share $ 18.65 $ 24.68 $ 27.79 |
Schedule of Share-based Compensation, Employee Stock Purchase Plan, Activity | 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 able to purchase shares of our common stock at a fifteen percent ( 15% ) discount via payroll deduction, up to a maximum number of shares issuable under the 2009 ESPP of 450,000 . There are four offering periods during an annual period. As of September 30, 2017 , 106,977 shares remained available for 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: Nine Months Ended September 30, 2017 2016 Shares purchased 30,650 37,749 Dividend yield — — Expected life 1 year 1 year Expected volatility 33% 34% Risk free interest rates 1.0% 0.6% Weighted average per share fair value $5.95 $4.73 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Acquisition, Contingent Consideration [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following table summarizes the contingent consideration balance and activity for the nine months ended September 30, 2017 , and the year ended December 31, 2016 (in thousands): Exactech Australia Blue Ortho Total Contingent liability balance, December 31, 2015 — 6,222 6,222 Initial fair value of contingent consideration 2,435 — 2,435 Period change in valuation (125 ) 187 62 Payments — (669 ) (669 ) Foreign currency translation effects 63 (201 ) (138 ) Contingent liability balance, December 31, 2016 2,373 5,539 7,912 Period change in valuation (24 ) 108 84 Payments (1,206 ) (1,383 ) (2,589 ) Foreign currency translation effects 179 541 720 Contingent liability balance, September 30, 2017 1,322 4,805 6,127 Current liability 1,322 1,294 2,616 Non-current liability — 3,511 3,511 |
Fair Value Measures (Details)
Fair Value Measures (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Fair Value | $ 6,127 | $ 7,912 | $ 6,222 |
Fair Value, Measurements, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Fair Value | 6,127 | 7,912 | |
Liabilities, Fair Value Disclosure, Recurring | 6,127 | 7,912 | |
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets (Level 1) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Fair Value | 0 | 0 | |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Fair Value | 0 | 0 | |
Liabilities, Fair Value Disclosure, Recurring | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Significant Unobservable Inputs (Level 3) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent Consideration Fair Value | 6,127 | 7,912 | |
Liabilities, Fair Value Disclosure, Recurring | $ 6,127 | $ 7,912 |
Goodwill And Other Intangible29
Goodwill And Other Intangible Assets (Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2016 | $ 13,819 |
Goodwill, Other Increase (Decrease) | (267) |
Foreign currency translation effects | 1,308 |
Balance as of September 30, 2017 | 14,860 |
Extremities | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2016 | 5,154 |
Goodwill, Other Increase (Decrease) | (81) |
Foreign currency translation effects | 598 |
Balance as of September 30, 2017 | 5,671 |
Knee | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2016 | 6,449 |
Goodwill, Other Increase (Decrease) | (133) |
Foreign currency translation effects | 470 |
Balance as of September 30, 2017 | 6,786 |
Hip | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2016 | 1,301 |
Goodwill, Other Increase (Decrease) | (40) |
Foreign currency translation effects | 138 |
Balance as of September 30, 2017 | 1,399 |
Other | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2016 | 915 |
Goodwill, Other Increase (Decrease) | (13) |
Foreign currency translation effects | 102 |
Balance as of September 30, 2017 | $ 1,004 |
Goodwill And Other Intangible30
Goodwill And Other Intangible Assets (Other intangible Assets) (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Product licenses and designs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 15,799 | $ 14,842 |
Accumulated Amortization | 6,805 | 5,740 |
Finite lived intangible assets, net | $ 8,994 | $ 9,102 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 11 years 2 months | 11 years 6 months |
Patents and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 4,184 | $ 4,182 |
Accumulated Amortization | 3,520 | 3,361 |
Finite lived intangible assets, net | $ 664 | $ 821 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years 11 months | 14 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Carrying Value | $ 1,594 | $ 1,438 |
Accumulated Amortization | 1,142 | 962 |
Finite lived intangible assets, net | $ 452 | $ 476 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years 11 months | 6 years 11 months |
Hedging Activities And Foreig31
Hedging Activities And Foreign Currency Translation (Foreign Currency Transaction and Hedging Gain (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Foreign Currency Transaction [Abstract] | ||||
Foreign currency transactions (loss) gain | $ 470 | $ 155 | $ 1,739 | $ 1,081 |
Gain on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | 0 | (82) | (539) | (416) |
Foreign Currency Gain (Loss) | $ 470 | $ 73 | $ 1,200 | $ 665 |
Hedging Activities And Foreig32
Hedging Activities And Foreign Currency Translation (Foreign Currency Translation) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Other Comprehensive Income (Loss) [Roll Forward] | ||||
Change in currency translation | $ (163) | $ 805 | $ 50 | $ 2,353 |
Change in other comprehensive income (loss) | $ (163) | $ 805 | $ 50 | $ 2,353 |
Inventories (Narrative) (Detail
Inventories (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Inventory [Line Items] | |||||
Inventory, Gross | $ 82,684 | $ 82,684 | $ 80,987 | ||
Inventory allowance | 2,903 | $ 3,434 | |||
Slow Moving [Member] | |||||
Inventory [Line Items] | |||||
Inventory, Gross | 17,300 | 17,300 | |||
Inventory Valuation Reserves | 12,700 | 12,700 | |||
Inventory allowance | 200 | $ 500 | 1,200 | 2,100 | |
Discrepant and Obsolete [Member] | |||||
Inventory [Line Items] | |||||
Inventory allowance | $ 400 | $ 600 | $ 1,700 | $ 1,400 |
Inventories (Schedule of Invent
Inventories (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 21,804 | $ 23,183 |
Work in process | 1,705 | 1,634 |
Finished goods on hand | 19,736 | 7,913 |
Finished goods on loan/consignment | 39,439 | 48,257 |
Inventory total | 82,684 | 80,987 |
Non-current inventories | 12,799 | 15,723 |
Inventories, current | $ 69,885 | $ 65,264 |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Income Tax Disclosure [Abstract] | ||
Operating loss carryforwards | $ 26.7 | $ 32.6 |
Deferred tax assets | 8.4 | 9.5 |
Valuation allowance | 6.2 | $ 7.3 |
Liability for uncertain tax positions | $ 0 |
Debt (Schedule of Long-term Deb
Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Line of credit | $ 14,000 | $ 20,000 |
Line of Credit Facility, Interest Rate at Period End | 2.50% |
Debt (Schedule of Debt Maturiti
Debt (Schedule of Debt Maturities) (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,017 | $ 0 | |
2,018 | 0 | |
2,019 | 0 | |
2,020 | 14,000 | |
2,021 | 0 | |
Thereafter | 0 | |
Total debt | $ 14,000 | $ 20,000 |
Commitments And Contingencies (
Commitments And Contingencies (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Legal Disclosure [Abstract] | |||
Amount accured for product liability claims | $ 200,000 | $ 25,000 | |
Payments to Acquire Notes Receivable | 1,500,000 | $ 0 | |
Outstanding commitments for purchase of inventory, raw materials and supplies | 14,500,000 | ||
Outstanding commitments for purchase of capital equipment | $ 7,500,000 |
Segment Information (Business S
Segment Information (Business Segments) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 61,404 | $ 59,919 | $ 198,213 | $ 191,341 | |
Segment profit (loss) | 4,175 | 4,548 | 18,164 | 17,633 | |
Total assets, net | 307,205 | 300,072 | 307,205 | 300,072 | $ 294,209 |
Property, Plant and Equipment, Additions | 8,582 | 7,171 | 27,409 | 24,987 | |
Depreciation and Amortization | 5,209 | 4,879 | 15,173 | 14,246 | |
Extremity | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 27,684 | 23,394 | 87,105 | 73,061 | |
Segment profit (loss) | 2,935 | 3,369 | 11,501 | 11,173 | |
Total assets, net | 53,747 | 45,513 | 53,747 | 45,513 | |
Property, Plant and Equipment, Additions | 1,474 | 1,761 | 6,737 | 4,374 | |
Depreciation and Amortization | 997 | 1,103 | 2,799 | 2,542 | |
Knee | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 16,545 | 17,027 | 56,198 | 56,432 | |
Segment profit (loss) | 344 | 790 | 2,644 | 3,223 | |
Total assets, net | 75,444 | 73,962 | 75,444 | 73,962 | |
Property, Plant and Equipment, Additions | 1,925 | 481 | 4,219 | 4,577 | |
Depreciation and Amortization | 1,840 | 1,307 | 5,290 | 5,067 | |
Hip | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 11,306 | 11,629 | 34,951 | 35,554 | |
Segment profit (loss) | 493 | 911 | 2,629 | 3,363 | |
Total assets, net | 42,578 | 41,541 | 42,578 | 41,541 | |
Property, Plant and Equipment, Additions | 602 | 1,401 | 4,259 | 3,919 | |
Depreciation and Amortization | 734 | 957 | 2,170 | 2,320 | |
Other | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 5,869 | 7,869 | 19,959 | 26,294 | |
Segment profit (loss) | 152 | (481) | 490 | (225) | |
Total assets, net | 17,931 | 34,219 | 17,931 | 34,219 | |
Property, Plant and Equipment, Additions | 476 | 873 | 4,024 | 5,968 | |
Depreciation and Amortization | 162 | 687 | 605 | 1,551 | |
Corporate | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 0 | 0 | 0 | 0 | |
Segment profit (loss) | 251 | (41) | 900 | 99 | |
Total assets, net | 117,505 | 104,837 | 117,505 | 104,837 | |
Property, Plant and Equipment, Additions | 4,105 | 2,655 | 8,170 | 6,149 | |
Depreciation and Amortization | $ 1,476 | $ 825 | $ 4,309 | $ 2,766 |
Segment Information (Revenue an
Segment Information (Revenue and Long-term Assets by Geographic Location) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Geographical [Line Items] | |||||
Inventory, Gross | $ 82,684 | $ 82,684 | $ 80,987 | ||
Total sales | $ 61,404 | $ 59,919 | $ 198,213 | $ 191,341 | |
Total sales, % Inc/Decr | 2.50% | 3.60% | |||
Domestic [Member] | |||||
Geographical [Line Items] | |||||
Long-Lived Assets, Gross | $ 183,560 | $ 183,560 | 167,326 | ||
Accumulated Amortization and Depreciation Long Lived Assets | (93,221) | (93,221) | (89,445) | ||
long lived assets, net | 90,339 | 90,339 | 77,881 | ||
Inventory, Gross | 48,373 | 48,373 | 47,538 | ||
Total sales | $ 43,289 | 42,242 | $ 136,644 | 131,427 | |
Total sales, % Inc/Decr | 2.50% | 4.00% | |||
International [Member] | |||||
Geographical [Line Items] | |||||
Long-Lived Assets, Gross | $ 69,532 | $ 69,532 | 63,805 | ||
Accumulated Amortization and Depreciation Long Lived Assets | (29,680) | (29,680) | (23,980) | ||
long lived assets, net | 39,852 | 39,852 | 39,825 | ||
Inventory, Gross | 34,311 | 34,311 | $ 33,449 | ||
Total sales | $ 18,115 | $ 17,677 | $ 61,569 | $ 59,914 | |
Total sales, % Inc/Decr | 2.50% | 2.80% |
Shareholders' Equity (Earnings
Shareholders' Equity (Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | ||||
Net Income | $ 2,862 | $ 3,165 | $ 12,277 | $ 11,953 |
Net income available to common shareholders | 2,862 | 3,165 | 12,277 | 11,953 |
Net income available to common shareholders plus assumed conversions | $ 2,862 | $ 3,165 | $ 12,277 | $ 11,953 |
Net income available to common shareholders (in shares) | 14,352,000 | 14,123,000 | 14,315,000 | 14,108,000 |
Effect of dilutive securities, stock options (in shares) | 261,000 | 247,000 | 263,000 | 195,000 |
Net income available to common shareholders plus assumed conversions (in shares) | 14,613,000 | 14,370,000 | 14,578,000 | 14,303,000 |
Basic earnings per share (in dollars per share) | $ 0.20 | $ 0.22 | $ 0.86 | $ 0.85 |
Diluted earnings per share (in dollars per share) | $ 0.20 | $ 0.22 | $ 0.84 | $ 0.84 |
Earnings Per Share, Basic and Diluted, Other Disclosures [Abstract] | ||||
Antidilutive shares | 184,500 | 18,500 | 102,163 | 183,737 |
Shareholders' Equity (Statement
Shareholders' Equity (Statement of Equity) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Class of Stock [Line Items] | ||||||||
Net Income | $ 2,862,000 | $ 3,165,000 | $ 12,277,000 | $ 11,953,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | $ 234,242,000 | 234,242,000 | ||||||
Other comprehensive income (loss), net of tax | $ 50,000 | |||||||
Exercise of stock options (in shares) | 74,699 | |||||||
Exercise of stock options | $ 1,423,000 | |||||||
Issuance of restricted common stock for services (in shares) | 3,170 | 3,195 | 3,985 | 3,485 | 3,925 | 5,190 | ||
Issuance of restricted common stock for services | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 290,000 | |
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 30,650 | 37,749 | ||||||
Issuance of common stock under Employee Stock Purchase Plan | $ 698,000 | |||||||
Compensation cost of stock options | 1,322,000 | |||||||
Balance | $ 250,302,000 | $ 250,302,000 | ||||||
Common Stock | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance (in shares) | 14,413,000 | 14,413,000 | ||||||
Balance | $ 144,000 | $ 144,000 | ||||||
Exercise of stock options (in shares) | 75,000 | |||||||
Exercise of stock options | $ 1,000 | |||||||
Issuance of restricted common stock for services (in shares) | 10,000 | |||||||
Issuance of restricted common stock for services | $ 0 | |||||||
Issuance of common stock under Employee Stock Purchase Plan (in shares) | 31,000 | |||||||
Issuance of common stock under Employee Stock Purchase Plan | $ 0 | |||||||
Balance (in shares) | 14,529,000 | 14,529,000 | ||||||
Balance | $ 145,000 | $ 145,000 | ||||||
Additional Paid-In Capital | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | 87,319,000 | 87,319,000 | ||||||
Exercise of stock options | 1,422,000 | |||||||
Issuance of restricted common stock for services | 290,000 | |||||||
Issuance of common stock under Employee Stock Purchase Plan | 698,000 | |||||||
Compensation cost of stock options | 1,322,000 | |||||||
Balance | 91,051,000 | 91,051,000 | ||||||
Retained Earnings | ||||||||
Class of Stock [Line Items] | ||||||||
Net Income | 12,277,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | 158,432,000 | 158,432,000 | ||||||
Balance | 170,709,000 | 170,709,000 | ||||||
Treasury Stock, Common [Member] | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | (3,042,000) | (3,042,000) | ||||||
Balance | (3,042,000) | (3,042,000) | ||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance | $ (8,611,000) | (8,611,000) | ||||||
Other comprehensive income (loss), net of tax | 50,000 | |||||||
Balance | $ (8,561,000) | $ (8,561,000) |
Shareholders' Equity Shareholde
Shareholders' Equity Shareholders' Equity Treasury Stock (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Equity, Class of Treasury Stock [Line Items] | ||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 1,000,000 | |
Stock Repurchase Program, Period in Force | 2 years | |
Treasury Stock, Shares, Acquired | 163,529 | |
Treasury Stock Acquired, Average Cost Per Share | $ 18.60 | |
Treasury Stock, Value, Acquired, Cost Method | $ 3 |
Shareholders' Equity (Share Bas
Shareholders' Equity (Share Based Compensation) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | May 08, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||||||||||
Outstanding - January 1, Options (in shares) | 902,775 | 902,775 | ||||||||
Granted, Options (in shares) | 185,500 | 18,500 | ||||||||
Exercised, Options (in shares) | (74,699) | |||||||||
Forfeited or Expired, Options (in shares) | (3,381) | |||||||||
Outstanding - September 30, Options (in shares) | 1,010,195 | 1,010,195 | ||||||||
Exercisable -September 30, Options (in shares) | 585,522 | 585,522 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Outstanding - January 1, Weighted Avg Exercise Price (in dollars per share) | $ 19.43 | $ 19.43 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | 30.50 | |||||||||
Exercised, Weighted Avg Exercise Price (in dollars per share) | 19.04 | |||||||||
Forfeited or Expired, Weighted Avg Exercise Price (in dollars per share) | 24.67 | |||||||||
Outstanding - September 30, Weighted Avg Exercise Price (in dollars per share) | $ 21.47 | 21.47 | ||||||||
Exercisable - September 30, Weighted Avg Exercise Price (in dollars per share) | $ 18.58 | $ 18.58 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 500,000 | |||||||||
Shares authorized | 1,500,000 | |||||||||
Remaining shares issuable under 2009 Plan | 219,230 | 219,230 | ||||||||
Allocated Share-based Compensation Expense | $ 1,300,000 | $ 1,300,000 | ||||||||
Income tax benefit | 300,000 | 400,000 | ||||||||
Unrecognized compensation cost related to unvested awards | $ 2,600,000 | $ 2,600,000 | ||||||||
Recognition weighted-average period | 1 year 9 months 25 days | |||||||||
Exercised, Aggregate Intrinsic Value (In thousands) | $ 571,000 | |||||||||
Outstanding - September 30, Weighted Avg Remaining Contractual Term | 3 years 6 months 17 days | |||||||||
Outstanding - September 30, Aggregate Intrinsic Value (In thousands) | 11,593,000 | $ 11,593,000 | ||||||||
Exercisable - September 30, Weighted Avg Remaining Contractual Term | 2 years 5 months 11 days | |||||||||
Exercisable - September 30, Aggregate Intrinsic Value (In thousands) | $ 8,414,000 | $ 8,414,000 | ||||||||
Restricted Stock Awards Disclosure [Abstract] | ||||||||||
Restricted Stock Awards, Value, Granted To Director | 77,500 | $ 77,500 | ||||||||
Aggregate shares of restricted stock granted (in shares) | 3,170 | 3,195 | 3,985 | 3,485 | 3,925 | 5,190 | ||||
Issuance of restricted common stock for services | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 97,000 | $ 290,000 | |||
Weighted average fair value per share (in dollars per share) | $ 30.55 | $ 30.30 | $ 24.30 | $ 27.79 | $ 24.68 | $ 18.65 | ||||
Maximum | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||||||||||
Incentive Stock Option Plan, Term | 10 years |
Shareholders' Equity (Employee
Shareholders' Equity (Employee Stock Purchase Plan) (Details) | 9 Months Ended | ||
Sep. 30, 2017period$ / sharesshares | Sep. 30, 2016$ / sharesshares | May 02, 2016shares | |
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 | ||
ESPP remaining reserved shares | 106,977 | ||
Shares purchased | 30,650 | 37,749 | |
Dividend yield | 0.00% | 0.00% | |
Expected life | 1 year | 1 year | |
Expected volatility | 33.00% | 34.00% | |
Risk free interest rates | 0.95% | 0.60% | |
Weighted average per share fair value (in dollars per share) | $ / shares | $ 5.95 | $ 4.73 |
Business Acquisition Business C
Business Acquisition Business Combination Text(Details) $ in Thousands, € in Millions, AUD in Millions | Feb. 01, 2016USD ($)$ / AUD | Feb. 01, 2016AUD | Jan. 15, 2015USD ($)$ / € | Jan. 15, 2015EUR (€) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Feb. 01, 2016AUD$ / AUD | Jan. 15, 2015EUR (€)$ / € |
Business Acquisition [Line Items] | |||||||||
Contingent Consideration Period Change in Valuation, Interest | $ 100 | $ 300 | |||||||
Contingent Consideration Period Change in Valuation, Estimate Adjustment | (100) | (200) | |||||||
Contingent Consideration Payment | 2,589 | $ 669 | 669 | ||||||
ExacAustralia [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Effective Date of Acquisition | Feb. 1, 2016 | Feb. 1, 2016 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | |||||||
Business Combination, Consideration Transferred | $ 1,100 | AUD 1.6 | |||||||
Foreign Currency Exchange Rate, Translation | $ / AUD | 0.7034 | 0.7034 | |||||||
Contingent Consideration Payment | 1,206 | 0 | |||||||
Business Combination, Consideration Transferred, Other | $ 2,000 | ||||||||
Fair Value Inputs, Discount Rate | 3.70% | 3.70% | |||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 2,700 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (400) | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 500 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 2,800 | ||||||||
Blue Ortho [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Acquisition, Effective Date of Acquisition | Jan. 15, 2015 | Jan. 15, 2015 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | 100.00% | |||||||
Business Combination, Consideration Transferred | $ 2,300 | € 2 | |||||||
Foreign Currency Exchange Rate, Translation | $ / € | 1.16 | 1.16 | |||||||
Contingent Consideration Payment | $ 1,383 | $ 669 | |||||||
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 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 6,500 | ||||||||
Minimum [Member] | ExacAustralia [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination Consideration Recognized | AUD | AUD 3.1 | ||||||||
Maximum | ExacAustralia [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination Consideration Recognized | AUD | AUD 7.6 | ||||||||
Maximum | Blue Ortho [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Business Combination Consideration Recognized | € | € 10 |
Business Acquisition Business47
Business Acquisition Business Combination Table (Details) $ in Thousands, € in Millions, AUD in Millions | Feb. 01, 2016USD ($) | Feb. 01, 2016AUD | Jan. 15, 2015USD ($) | Jan. 15, 2015EUR (€) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||
Contingent Consideration Period Change in Valuation, Interest | $ 100 | $ 300 | ||||||
Contingent Consideration Fair Value | 6,127 | 7,912 | $ 6,222 | |||||
Contingent Consideration Initial Fair Value | 2,435 | |||||||
Contingent Consideration Period Change In Valuation | 84 | 62 | ||||||
Contingent Consideration Period Change In Valuation | (100) | (200) | ||||||
Goodwill | 14,860 | 13,819 | ||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | 1,785 | $ 2,377 | ||||||
Contingent Consideration Payment | (2,589) | $ (669) | (669) | |||||
Contingent Consideration Translation Adjustment | 720 | (138) | ||||||
Business Combination, Contingent Consideration, Liability, Current | 2,616 | |||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 3,511 | |||||||
ExacAustralia [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 1,100 | AUD 1.6 | ||||||
Contingent Consideration Fair Value | 1,322 | 2,373 | 0 | |||||
Contingent Consideration Initial Fair Value | 2,435 | |||||||
Contingent Consideration Period Change In Valuation | (24) | (125) | ||||||
Contingent Consideration Payment | (1,206) | 0 | ||||||
Contingent Consideration Translation Adjustment | 179 | 63 | ||||||
Business Combination, Contingent Consideration, Liability, Current | 1,322 | |||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 0 | |||||||
Blue Ortho [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Combination, Consideration Transferred | $ 2,300 | € 2 | ||||||
Contingent Consideration Fair Value | 4,805 | 5,539 | $ 6,222 | |||||
Contingent Consideration Initial Fair Value | 0 | |||||||
Contingent Consideration Period Change In Valuation | 108 | 187 | ||||||
Contingent Consideration Payment | (1,383) | (669) | ||||||
Contingent Consideration Translation Adjustment | 541 | $ (201) | ||||||
Business Combination, Contingent Consideration, Liability, Current | 1,294 | |||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 3,511 |
Business Acquisition Disposal G
Business Acquisition Disposal Group (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Exactech Medical Shanghai [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Sale of Stock, Percentage Ownership Sold | 100.00% |
Disposal Group, Including Discontinued Operation, Assets | $ 2.7 |
Disposal Group, Including Discontinued Operation, Liabilities | 1.6 |
Disposal Group, Including Discontinued Operation, Consideration | $ 1.6 |
Exactech Taiwan [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Sale of Stock, Percentage Ownership Sold | 82.00% |
Other Ownership Interests, Contributed Capital | $ 6.5 |
Disposal Group, Including Discontinued Operation, Assets | 0.2 |
Disposal Group, Including Discontinued Operation, Liabilities | 0.1 |
Other Investments | $ 0.1 |
Sale of Stock, Percentage of Ownership after Transaction | 18.00% |
Notes, Loans and Financing Receivable, Net, Noncurrent | $ 0.2 |
U.S. Spine [Member] [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Disposal Group, Including Discontinued Operation, Consideration | $ 3 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] $ / shares in Units, $ in Millions | Oct. 22, 2017USD ($)$ / shares |
Subsequent Event [Line Items] | |
Common Stock, Par or Stated Value Per Share | $ 0.01 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | $ 42 |
Accounts Receivable, Net | $ | $ 624.7 |