Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 21, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | iart | ||
Entity Registrant Name | INTEGRA LIFESCIENCES HOLDINGS CORP | ||
Entity Central Index Key | 917,520 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,393.5 | ||
Entity Common Stock, Shares Outstanding (in shares) | 74,816,177 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Total revenue, net | $ 992,075 | $ 882,734 | $ 796,717 |
Costs and Expenses: | |||
Cost of goods sold | 349,089 | 326,542 | 302,946 |
Research and development | 58,155 | 50,895 | 43,559 |
Selling, general and administrative | 455,629 | 415,757 | 375,545 |
Intangible asset amortization | 13,862 | 9,953 | 6,810 |
Total costs and expenses | 876,735 | 803,147 | 728,860 |
Operating income | 115,340 | 79,587 | 67,857 |
Interest income | 24 | 30 | 168 |
Interest expense | (25,803) | (23,534) | (21,967) |
Other income (expense), net | 845 | 4,588 | (492) |
Income from continuing operations before income taxes | 90,406 | 60,671 | 45,566 |
Provision for income taxes | 15,842 | 53,820 | 9,271 |
Net income from continuing operations | 74,564 | 6,851 | 36,295 |
Loss from discontinued operations (net of tax benefit) | 0 | (10,370) | (2,291) |
Net income (loss) | $ 74,564 | $ (3,519) | $ 34,004 |
Net income (loss) per share - basic: | |||
Income from continuing operations (in dollars per share) | $ 1 | $ 0.10 | $ 0.56 |
Loss from discontinued operations (in dollars per share) | 0 | (0.15) | (0.04) |
Net income (loss) per share - basic (in dollars per share) | 1 | (0.05) | 0.52 |
Net income (loss) per share - diluted: | |||
Income from continuing operations (in dollars per share) | 0.94 | 0.10 | 0.55 |
Loss from discontinued operations (in dollars per share) | 0 | (0.15) | (0.03) |
Net income (loss) per share - diluted (in dollars per share) | $ 0.94 | $ (0.05) | $ 0.52 |
Weighted average common shares outstanding (See Note 12): | |||
Basic (in shares) | 74,386 | 68,990 | 64,864 |
Diluted (in shares) | 79,194 | 71,354 | 65,920 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 74,564 | $ (3,519) | $ 34,004 |
Other comprehensive income (loss), before tax: | |||
Change in foreign currency translation adjustments | (10,278) | (25,841) | (26,674) |
Unrealized gain (loss) on derivatives | |||
Unrealized derivative gain (loss) arising during period | 1,871 | (25) | (206) |
Less: Reclassification adjustments for losses included in net loss | 0 | (923) | (1,747) |
Unrealized gain on derivatives | 1,871 | 898 | 1,541 |
Defined benefit pension plan | |||
Defined benefit pension plan - net (loss) gain arising during period | (45) | 904 | 1,672 |
Total other comprehensive loss, before tax | (8,452) | (24,039) | (23,461) |
Income tax expense related to items in other comprehensive loss | (800) | (375) | (954) |
Total other comprehensive loss, net of tax | (9,252) | (24,414) | (24,415) |
Comprehensive income (loss), net of tax | $ 65,312 | $ (27,933) | $ 9,589 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 102,055,000 | $ 48,132,000 |
Restricted cash and cash equivalents | 0 | 4,073,000 |
Trade accounts receivable, net of allowances of $6,319 and $5,572 | 148,186,000 | 132,241,000 |
Inventories, net | 217,263,000 | 211,429,000 |
Prepaid expenses and other current assets | 27,666,000 | 42,620,000 |
Total current assets | 495,170,000 | 438,495,000 |
Property, plant and equipment, net | 222,369,000 | 205,181,000 |
Intangible assets, net | 561,175,000 | 603,740,000 |
Goodwill | 510,571,000 | 512,389,000 |
Deferred tax assets | 6,935,000 | 6,932,000 |
Other assets | 11,734,000 | 7,487,000 |
Total assets | 1,807,954,000 | 1,774,224,000 |
Current Liabilities: | ||
Borrowings under senior credit facility | 0 | 14,375,000 |
Accounts payable, trade | 29,057,000 | 34,772,000 |
Deferred revenue | 6,812,000 | 5,666,000 |
Accrued compensation | 52,762,000 | 45,154,000 |
Accrued expenses and other current liabilities | 34,970,000 | 39,160,000 |
Total current liabilities | 123,601,000 | 139,127,000 |
Long-term borrowings under senior credit facility | 665,000,000 | 481,875,000 |
Long-term convertible securities | 0 | 218,240,000 |
Deferred tax liabilities | 148,941,000 | 154,891,000 |
Other liabilities | 30,745,000 | 28,648,000 |
Total liabilities | 968,287,000 | 1,022,781,000 |
Commitments and contingencies | ||
Stockholders’ Equity: | ||
Preferred Stock; no par value; 15,000 authorized shares; none outstanding | 0 | 0 |
Common stock; $0.01 par value; 240,000 authorized shares; 77,666 and 91,714 issued at December 31, 2016 and 2015, respectively | 777,000 | 917,000 |
Additional paid-in capital | 798,652,000 | 1,019,670,000 |
Treasury stock, at cost; 2,946 and 17,830 shares at December 31, 2016 and 2015, respectively | (123,051,000) | (367,121,000) |
Accumulated other comprehensive loss | (57,154,000) | (47,902,000) |
Retained earnings | 220,443,000 | 145,879,000 |
Total stockholders’ equity | 839,667,000 | 751,443,000 |
Total liabilities and stockholders’ equity | $ 1,807,954,000 | $ 1,774,224,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowances | $ 6,319 | $ 5,572 |
Preferred Stock, par value (in dollars per share) | ||
Preferred Stock, authorized shares (in shares) | 15,000,000 | 15,000,000 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (in shares) | 77,666,000 | 91,714,000 |
Treasury stock, shares (in shares) | 2,946,000 | 17,830,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
OPERATING ACTIVITIES: | |||
Net income (loss) | $ 74,564 | $ (3,519) | $ 34,004 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Loss from discontinued operations, net of tax | 0 | 10,370 | 2,291 |
Depreciation and amortization | 72,665 | 58,863 | 46,434 |
Non-cash impairment charges | 0 | 380 | 790 |
Deferred income tax provision (benefit) | (6,474) | (351) | (6,849) |
Non-cash valuation allowance | 0 | 37,210 | 0 |
Share-based compensation | 17,310 | 15,450 | 14,554 |
Amortization of debt issuance costs | 2,529 | 2,264 | 2,571 |
Non-cash interest expense | 8,074 | 7,911 | 7,104 |
Loss on disposal of property and equipment | 1,765 | 481 | 909 |
Change in fair value of contingent consideration and others | (13) | (177) | (764) |
Gain on bargain purchase | 0 | (1,111) | 0 |
Payment of accreted interest | (42,786) | (384) | 0 |
Changes in assets and liabilities, net of business acquisitions: | |||
Accounts receivable | (17,518) | (16,231) | (17,145) |
Inventories | (9,576) | (3,759) | (24,138) |
Prepaid expenses and other current assets | 14,912 | (233) | 16,526 |
Other non-current assets | (475) | 610 | (10,914) |
Accounts payable, accrued expenses and other current liabilities | (414) | 8,208 | 811 |
Deferred revenue | 1,251 | 136 | 1,118 |
Other non-current liabilities | 591 | 945 | (4,357) |
Net cash provided by operating activities of continuing operations | 116,405 | 117,063 | 62,945 |
Net cash (used in) provided by operating activities of discontinued operations | 0 | (12,209) | 20,620 |
Net cash provided by operating activities | 116,405 | 104,854 | 83,565 |
INVESTING ACTIVITIES: | |||
Change in restricted cash | 4,165 | (4,087) | 0 |
Cash used in business acquisitions, net of cash acquired | 225 | (328,888) | (320,921) |
Purchases of property and equipment | (47,328) | (33,413) | (38,340) |
Sales of property and equipment | 316 | 1,438 | 0 |
Other changes in intangible assets | 0 | 0 | (475) |
Net cash used in investing activities of continuing operations | (42,622) | (364,950) | (359,736) |
Net cash used in investing activities of discontinued operations | 0 | (7,060) | (3,581) |
Net cash used in investing activities | (42,622) | (372,010) | (363,317) |
FINANCING ACTIVITIES: | |||
Borrowings under senior credit facility | 680,000 | 545,000 | 425,000 |
Repayments under senior credit facility | (511,250) | (465,625) | (195,000) |
Proceeds from the issuance of common stock, net of issuance costs | 0 | 219,669 | 0 |
Distribution to SeaSpine | 0 | (47,013) | 0 |
Payment of liability component of convertible notes | (184,313) | (2,519) | 0 |
Payment of capital lease obligation | (653) | (709) | (605) |
Debt issuance costs | (4,530) | (1,426) | (3,210) |
Proceeds from exercised stock options | 10,481 | 7,345 | 15,215 |
Cash taxes paid in net equity settlement | (4,851) | (6,580) | (2,718) |
Net cash (used in) provided by financing activities | (15,116) | 248,142 | 238,682 |
Effect of exchange rate changes on cash and cash equivalents | (4,744) | (4,848) | (7,550) |
Net increase (decrease) in cash and cash equivalents | 53,923 | (23,862) | (48,620) |
Cash and cash equivalents at beginning of period | 48,132 | 71,994 | 120,614 |
Cash and cash equivalents at end of period | $ 102,055 | $ 48,132 | $ 71,994 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning Balance at Dec. 31, 2013 | $ 666,090 | $ 410 | $ (367,121) | $ 750,918 | $ 927 | $ 280,956 |
Beginning Balance, shares (in shares) at Dec. 31, 2013 | 41,042,000 | |||||
Beginning Balance, Treasury Stock, shares (in shares) at Dec. 31, 2013 | (17,814,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Adjustment for two-for-one stock split, effective December 21, 2016 | $ 410 | (410) | ||||
Adjustment for two-for-one stock split, effective December 21, 2016 (in shares) | 41,042,000 | |||||
Net income (loss) | 34,004 | 34,004 | ||||
Other comprehensive income (loss), net of tax | (24,415) | (24,415) | ||||
Issuance of common stock through employee stock purchase plan | 286 | $ 1 | 285 | |||
Issuance of common stock through employee stock purchase plan (in shares) | 12,000 | |||||
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes | 13,803 | $ 12 | 13,791 | |||
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes (in shares) | 1,192,000 | |||||
Share-based compensation | 14,554 | 14,554 | ||||
Ending Balance at Dec. 31, 2014 | 704,322 | $ 833 | $ (367,121) | 779,138 | (23,488) | 314,960 |
Ending Balance, shares (in shares) at Dec. 31, 2014 | 83,288,000 | |||||
Ending Balance, Treasury Stock, shares (in shares) at Dec. 31, 2014 | (17,814,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (3,519) | (3,519) | ||||
Other comprehensive income (loss), net of tax | (24,414) | |||||
Separation of SeaSpine | (167,229) | (1,667) | (165,562) | |||
Other comprehensive income (loss), net of tax and SeaSpine | $ (22,747) | (22,747) | ||||
Treasury Share purchases (in shares) | 0 | (16,000) | ||||
Issuance of common stock | $ 219,680 | $ 80 | 219,600 | |||
Issuance of common stock, shares (in shares) | 8,006,000 | |||||
Issuance of common stock through employee stock purchase plan | 231 | 231 | ||||
Issuance of common stock through employee stock purchase plan (in shares) | 8,000 | |||||
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes | 5,255 | $ 4 | 5,251 | |||
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes (in shares) | 412,000 | |||||
Share-based compensation | 15,450 | 15,450 | ||||
Ending Balance at Dec. 31, 2015 | $ 751,443 | $ 917 | $ (367,121) | 1,019,670 | (47,902) | 145,879 |
Ending Balance, shares (in shares) at Dec. 31, 2015 | 91,714,000 | |||||
Ending Balance, Treasury Stock, shares (in shares) at Dec. 31, 2015 | (17,830,000) | (17,830,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | $ 74,564 | 74,564 | ||||
Other comprehensive income (loss), net of tax | $ (9,252) | (9,252) | ||||
Treasury Share purchases (in shares) | 0 | |||||
Treasury shares retirement | $ 0 | $ (178) | $ 367,121 | (366,943) | ||
Treasury shares retirement (in shares) | (17,830,000) | (17,830,000) | ||||
Issuance of common stock through employee stock purchase plan | 391 | $ 1 | 390 | |||
Issuance of common stock through employee stock purchase plan (in shares) | 12,000 | |||||
Settlement of convertible notes | $ 29 | (29) | ||||
Settlement of convertible notes (in shares) | 2,946,000 | |||||
Exercise of convertible note hedge | $ (123,100) | $ (123,051) | 123,051 | |||
Exercise of convertible note hedge (in shares) | (2,946,000) | (2,946,000) | ||||
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes | $ 5,211 | $ 8 | 5,203 | |||
Issuance of common stock for vesting of share based awards, net of shares withheld for taxes (in shares) | 824,000 | |||||
Share-based compensation | 17,310 | 17,310 | ||||
Ending Balance at Dec. 31, 2016 | $ 839,667 | $ 777 | $ (123,051) | $ 798,652 | $ (57,154) | $ 220,443 |
Ending Balance, shares (in shares) at Dec. 31, 2016 | 77,666,000 | |||||
Ending Balance, Treasury Stock, shares (in shares) at Dec. 31, 2016 | (2,946,000) | (2,946,000) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) | Dec. 21, 2016 | Oct. 25, 2016 |
Statement of Stockholders' Equity [Abstract] | ||
Stock split ratio, Common stock | 2 | 2 |
BUSINESS
BUSINESS | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Integra LifeSciences Holdings Corporation (the “Company”) was incorporated in Delaware in 1989. The Company, a world leader in medical devices, is dedicated to limiting uncertainty for surgeons through the development, manufacturing, and marketing of cost-effective surgical implants and medical instruments. Its products are used primarily in neurosurgery, extremity reconstruction, orthopedics and general surgery. The Company sells its products directly through various sales forces and through a variety of other distribution channels. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION These financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and conform to Regulation S-X under the Securities Exchange Act of 1934, as amended. All references in these financial statements to number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the two -for-one stock split that went into effect on December 21, 2016 (see below) on a retroactive basis for all periods presented, unless otherwise noted. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions are eliminated in consolidation. See Note 4, Acquisitions and Pro Forma Results , for details of new subsidiaries included in the consolidation. On July 1, 2015, the Company completed the distribution of 100% of the outstanding common shares of SeaSpine Holdings Corporation ("SeaSpine") to Integra shareholders who received one share of SeaSpine common stock for every three shares, on a pre-split basis, of Integra common stock held as of the close of business on the record date, June 19, 2015. The Company has classified the results of operations, cash flows, and related assets and liabilities of SeaSpine as discontinued operations for all periods presented in the Company's Form 10-K. Unless indicated otherwise, the information in the Notes to the consolidated financial statements relates to the Company's continuing operations. Refer to Note 3, Discontinued Operations , for additional information regarding the distribution. USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances, net realizable value of inventories, valuation of intangible assets and in-process research and development ("IPR&D"), amortization periods for acquired intangible assets, discount rates and estimated projected cash flows used to value and test impairments of long-lived assets and goodwill, estimates of projected cash flows, depreciation and amortization periods for long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of pension assets and liabilities, valuation of derivative instruments, valuation of the equity component of convertible debt instruments, and valuation of debt instruments and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results could differ from these estimates. RECLASSIFICATIONS Certain amounts from the prior years' financial statements have been reclassified in order to conform to the current year's presentation. CASH AND CASH EQUIVALENTS The Company considers all short-term, highly liquid investments purchased with original maturities of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. RESTRICTED CASH AND CASH EQUIVALENTS Restricted cash and cash equivalents represents cash that is not available for use in our operations. The Company had no restricted cash and cash equivalents as of December 31, 2016 . There was $4.1 million of restricted cash and cash equivalents as of December 31, 2015 . TRADE ACCOUNTS RECEIVABLE AND ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivables. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where a specific customer is unable to meet its financial obligations to the Company, a provision to the allowances for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount that is reasonably expected to be collected. For all other customers, a provision to the allowances for doubtful accounts is recorded based on factors including the length of time the receivables are past due, the current business environment and the Company's historical experience. Provisions to the allowances for doubtful accounts are recorded to selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. INVENTORIES Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or market. Inventories consisted of the following: December 31, 2016 2015 (In thousands) Finished goods $ 127,973 $ 125,869 Work in process 39,247 47,962 Raw materials 50,043 37,598 Total inventories, net $ 217,263 $ 211,429 At each balance sheet date, the Company evaluates inventories for excess quantities, obsolescence or shelf life expiration. This evaluation includes analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, a review of the shelf life expiration dates for products, as well as the feasibility of reworking or using excess or obsolete products or components in the production or assembly of other products that are not obsolete or for which there are not excess quantities in inventory. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value. The Company capitalizes inventory costs associated with certain products prior to regulatory approval, based on management's judgment of probable economic benefit. The Company could be required to expense previously capitalized costs related to pre-approval inventory upon a change in such judgment, due to, among other potential factors, a denial or delay of approval by necessary regulatory bodies or a decision by management to discontinue the related development program. No such amounts were capitalized at December 31, 2016 or 2015 . PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment charges. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements is capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred. The cost of computer software developed or obtained for internal use is accounted for in accordance with the Accounting Standards Codification 350-40, Internal-Use Software. Property, plant and equipment balances and corresponding lives were as follows: December 31, 2016 2015 Useful Lives (In thousands) Land $ 2,147 $ 2,189 Buildings and building improvements 17,677 17,611 5-40 years Leasehold improvements 82,432 75,575 1-20 years Machinery and production equipment 103,818 103,083 3-20 years Surgical instrument kits 19,871 15,916 4-5 years Information systems and hardware 111,145 93,742 1-7 years Furniture, fixtures, and office equipment 16,896 15,010 1-15 years Construction-in-progress 59,222 50,571 Total 413,208 373,697 Less: Accumulated depreciation (190,839 ) (168,516 ) Property, plant and equipment, net $ 222,369 $ 205,181 Depreciation expense associated with property, plant and equipment was $31.2 million , $27.0 million , and $23.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. The Company leases certain computer equipment under capital lease agreements. The gross carrying value of such leases amounted to $2.0 million at December 31, 2016 and 2015 . The accumulated depreciation of such leases amounted to $2.0 million and $1.3 million at December 31, 2016 and 2015 , respectively, and the cost is included as a component of furniture, fixtures, office equipment and information systems and hardware. CAPITALIZED INTEREST The interest cost on capital projects, including facilities build-out and internal use software, is capitalized and included in the cost of the project. Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use. When no debt is incurred specifically for a project, interest is capitalized on project expenditures using the weighted average cost of the Company's outstanding borrowings. For the years ended December 31, 2016 and 2015 , respectively, the Company capitalized $1.0 million and $1.7 million of interest expense into property, plant and equipment. ACQUISITIONS Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Contingent consideration is recognized at the estimated fair value on the acquisition date. Subsequent changes to the fair value of contingent payments are recognized in earnings. Contingent payments related to acquisitions consist of development, regulatory, and commercial milestone payments, in addition to sales-based payments, and are valued using discounted cash flow techniques. The fair value of development, regulatory, and commercial milestone payments reflects management’s expectations of probability of payment, and increases or decreases as the probability of payment or expectation of timing of payments changes. The fair value of sales-based payments is based upon probability-weighted future revenue estimates and increases or decreases as revenue estimates or expectation of timing of payments changes. GOODWILL AND OTHER INTANGIBLE ASSETS The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment at the reporting unit level annually, or more frequently if impairment indicators arise. The Company's assessment of the recoverability of goodwill is based upon a comparison of the carrying value of goodwill with its estimated fair value. The Company reviews goodwill for impairment annually as of July 31 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. In the first quarter of 2015 the Company revised its reportable segments in connection with the realignment of its portfolio. The change in reportable segments resulted in three reportable segments with four underlying reporting units: Specialty Surgical Solutions Instruments, Specialty Surgical Solutions Neurosurgery, Spine, and Orthopedics and Tissue Technologies. Refer to Note 13 - Segment and Geographic Information for more information on the change in reportable segments. On July 1, 2015, the Company completed the separation of its spine business, which also represented a reporting unit. See Note 3 - Discontinued Operations for additional information. Following the separation, the Company has three remaining underlying reporting units. The Company estimated the fair value of the remaining three reporting units using a discounted cash flow model, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty. Inputs used to fair value the Company's reporting units are considered inputs of the fair value hierarchy. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. The key assumptions impacting the valuation included the following: • The reporting unit's financial projections, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company's strategic objectives and future growth plans. • The projected terminal value for the reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis. The terminal value reflects the Company's assumptions related to long-term growth rates and profitability, which are based on several factors, including local and macroeconomic variables, market opportunities, and future growth plans. • The discount rate used to measure the present value of the projected future cash flows is set using a weighted-average cost of capital method that considers market and industry data as well as the Company's specific risk factors that are likely to be considered by a market participant. The weighted-average cost of capital is the Company's estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. Given the excess of the Specialty Surgical Solutions Instruments, Specialty Surgical Solutions Neurosurgery, and Orthopedics and Tissue Technologies estimated fair values over their carrying values after the reallocation of goodwill, no impairment was recognized. The goodwill assigned to the Spine reporting unit was impaired during the first quarter of 2015 and the impairment charge has been presented in the Company's discontinued operations. In addition to the goodwill impairment testing performed in conjunction with the change in reportable segments, the Company performed its annual goodwill impairment test as of July 31, 2016. In reviewing goodwill for impairment, the Company has the option - for any or all of its reporting units that carry goodwill - to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (i.e. greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to step one of the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether the Company chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test. The Company elected to perform a qualitative analysis for its three reporting units as of July 31, 2016. The Company determined, after performing qualitative analysis, that there was no evidence that it is more likely than not that the fair value of any identified reporting unit was less that the carrying amounts, therefore, it was not necessary to proceed to 2-Step goodwill impairment test. Changes in the carrying amount of goodwill in 2016 and 2015 were as follows: Specialty Surgical Solutions Orthopedics and Tissue Technologies Total (In thousands) Goodwill at December 31, 2015 $ 284,976 $ 227,413 $ 512,389 TEI acquisition working capital adjustment — (174 ) (174 ) Foreign currency translation and other (618 ) (1,026 ) (1,644 ) Balance, December 31, 2016 $ 284,358 $ 226,213 $ 510,571 When the Company acquires a business, the assets acquired, including IPR&D, and liabilities assumed are recorded at their respective fair values as of the acquisition date. The Company's policy defines IPR&D as the fair value of those projects for which the related products have not received regulatory approval and have no alternative future use. Determining the fair value of intangible assets, including IPR&D, acquired as part of a business combination requires the Company to make significant estimates. These estimates include the amount and timing of projected future cash flows, the discount rate used to discount those cash flows to present value, the assessment of the asset’s life cycle, and the consideration of legal, technical, regulatory, economic, and competitive risks. The fair value assigned to other intangible assets, including IPR&D, is determined by estimating the future cash flows of each project or technology and discounting the net cash flows back to their present values. The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. IPR&D acquired in a business combination is capitalized as an indefinite-lived intangible asset. Development costs incurred after the acquisition are expensed as incurred. Upon receipt of regulatory approval, the indefinite-lived intangible asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis or accelerated basis, as appropriate, over its estimated useful life. If the R&D project is subsequently abandoned, the indefinite-lived intangible asset is charged to expense. IPR&D acquired outside of a business combination is expensed immediately. Due to the uncertainty associated with R&D projects, there is risk that actual results will differ materially from the original cash flow projections and that the R&D project will result in a successful commercial product. The risks associated with achieving commercialization include, but are not limited to, delay or failure to obtain regulatory approvals to conduct clinical trials, delay or failure to obtain required market clearances, delays or issues with patent issuance, or validity and litigation. Other intangible assets include patents, trademarks, purchased technology, and supplier and customer relationships. Identifiable intangible assets are initially recorded at fair market value at the time of acquisition generally using an income or cost approach. The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets and amortizes those costs over their expected useful lives. The components of the Company's identifiable intangible assets were as follows: Weighted Average Life December 31, 2016 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 17 years $ 479,964 $ (94,991 ) $ 384,973 Customer relationships 12 years 152,335 (77,005 ) 75,330 Trademarks/brand names (2) 30 years 90,507 (19,158 ) 71,349 Supplier relationships 27 years 34,721 (13,664 ) 21,057 All other (1) 5 years 10,806 (2,340 ) 8,466 $ 768,333 $ (207,158 ) $ 561,175 Weighted Average Life December 31, 2015 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 17 years $ 480,684 $ (67,978 ) $ 412,706 Customer relationships 12 years 153,246 (68,811 ) 84,435 Trademarks/brand names (2) 30 years 90,837 (16,374 ) 74,463 Supplier relationships 27 years 34,721 (12,236 ) 22,485 All other (1) 5 years 10,958 (1,307 ) 9,651 $ 770,446 $ (166,706 ) $ 603,740 (1) At December 31, 2016 and 2015 , all other included IPR&D of $1.0 million , which was indefinite-lived. (2) In August 2015, the Company reevaluated the Miltex, CUSA, Luxtec, and Omni-Tract trade names and determined that they are no longer indefinite-lived intangible assets. The Company assigned remaining useful lives ranging from 20 to 30 years, consistent with other trademarks/brand names, and began amortization. The Company performs its assessment of the recoverability of indefinite-lived intangible assets annually during the third quarter, or more frequently as impairment indicators arise, and it is based upon a comparison of the carrying value of such assets to their estimated fair values. The Company performed its most recent annual assessment during the third quarter of 2016, which resulted in no impairments. There were no impairment charges for research and development expenses related to IPR&D projects during 2016. During 2015 , the Company recorded impairment charges of $0.4 million in research and development expense related to IPR&D projects that have been discontinued in its Orthopedics and Tissue Technologies segment. During 2014 , the Company recorded impairment charges of $0.2 million in research and development expense related to IPR&D projects primarily acquired in connection with the Metasurg acquisition. In connection with this acquisition, the Company acquired IPR&D related to a product that will be discontinued. Therefore, a full-impairment of acquired IPR&D was recorded in the Company's selling, general, and administrative expenses. The Company also recorded an impairment charge of $0.6 million in cost of sales related to acquired technology product rights in conjunction with the Covidien acquisition. Subsequent to the acquisition date, a regulatory event occurred that was not known, or knowable, at the time of acquisition which resulted in the impairment. Amortization expense (including amounts reported in cost of product revenues, but excluding any possible future amortization associated with acquired IPR&D) for the years ended December 31, 2016 , 2015 and 2014 was $41.5 million , $32.2 million and $22.7 million , respectively. Annual amortization expense is expected to approximate $40.7 million in 2017, $40.3 million in 2018, $40.2 million in 2019, $40.1 million in 2020 and $39.1 million in 2021. Amortization of product technology based intangible assets totaled $27.6 million , $22.3 million and $15.9 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, and is presented by the Company within cost of goods sold. LONG-LIVED ASSETS Long-lived assets held and used by the Company, including property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets to be held and used, a recoverability test is performed using projected undiscounted net cash flows applicable to the long-lived assets. If an impairment exists, the amount of such impairment is calculated based on the estimated fair value of the asset. Impairments to long-lived assets to be disposed of are recorded based upon the difference between the carrying value and the fair value of the applicable assets. INTEGRA FOUNDATION The Company may periodically make contributions to the Integra Foundation, Inc. The Integra Foundation was incorporated in 2002 exclusively for charitable, educational, and scientific purposes and qualifies under IRC 501(c)(3) as an exempt private foundation. Under its charter, the Integra Foundation engages in activities that promote health, the diagnosis and treatment of disease, and the development of medical science through grants, contributions and other appropriate means. The Integra Foundation is a separate legal entity and is not a subsidiary of the Company; therefore, its results are not included in these consolidated financial statements. There were no contributions to the Integra Foundation during 2016. The Company contributed $0.9 million and $0.6 million to the Integra Foundation during the years ended December 31, 2015 and 2014 , respectively. These contributions were recorded in selling, general, and administrative expense. DERIVATIVES The Company develops, manufactures, and sells medical devices globally, and its earnings and cash flows are exposed to market risk from changes in interest rates and currency exchange rates. The Company addresses these risks through a risk management program that includes the use of derivative financial instruments, and operates the program pursuant to documented corporate risk management policies. All derivative financial instruments are recognized in the financial statements at fair value in accordance with the authoritative guidance. Under the guidance, for those instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation, based on the exposure being hedged. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company's derivative instruments do not subject its earnings or cash flows to material risk, and gains and losses on these derivatives generally offset losses and gains on the item being hedged. The Company has not entered into derivative transactions for speculative purposes and from time to time, the Company may enter into derivatives that are not designated as hedging instruments in order to protect itself from currency volatility due to intercompany balances. All derivative instruments are recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments, using the framework prescribed by the authoritative guidance, by considering the estimated amount the Company would receive to sell or transfer these instruments at the reporting date and by taking into account: expected forward interest rates, currency exchange rates, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company utilizes a discounted cash flow model to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The Company has classified all of its derivative assets and liabilities within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of its derivative instruments. The Company classifies derivatives that meet the definition of hedges in the same category as the item being hedged for cash flow presentation purposes. FOREIGN CURRENCY All assets and liabilities of foreign subsidiaries which have a functional currency other than the U.S. dollar are translated at the rate of exchange at year-end, while elements of the income statement are translated at the average exchange rates in effect during the year. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss). These currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in non-U.S. subsidiaries. Foreign currency transaction gains and losses are reported in other income (expense), net. INCOME TAXES Income taxes are accounted for by using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. Reserves are established for positions that don't meet this recognition threshold. The reserve is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. These reserves are classified as long-term liabilities in the consolidated balance sheets of the Company. The Company also records interest and penalties accrued in relation to uncertain tax benefits as a component of income tax expense. While the Company believes it has identified all reasonably identifiable exposures and the reserve it has established for identifiable exposures is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause the Company to either materially increase or reduce the carrying amount of its tax reserve. The Company continues to indefinitely reinvest substantially all of its foreign earnings. The current analysis indicates that the Company has sufficient U.S. liquidity, including borrowing capacity, to fund foreseeable U.S. cash needs without requiring the repatriation of foreign cash. As of December 31, 2016 , taxes have not been provided on approximately $301.3 million of accumulated foreign unremitted earnings on certain non-US subsidiaries that are expected to remain invested indefinitely. The unrecognized deferred tax liability associated with these temporary differences was estimated to be $42.5 million . One time or unusual items that may impact the ability or intent to keep the foreign earnings and cash indefinitely reinvested include significant U.S. acquisitions, loans from a foreign subsidiary, changes in tax laws. REVENUE RECOGNITION Total revenues, net, include product sales, product royalties and other revenues, such as fees received under research, licensing, distribution arrangements, research grants, and technology-related royalties. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred; title and risk of loss have passed to the customer, there is a fixed or determinable sales price, and collectability of that sales price is reasonably assured. For product sales, the Company's stated terms are primarily FOB shipping point and with most customers, title and risk of loss pass to the customer at that time. With certain United States customers, the Company retains risk of loss until the customers receive the product, and in those situations, the Company recognizes revenue upon receipt by the customer. A portion of the Company's product revenue is generated from consigned inventory maintained at hospitals and distributors, and also from inventory physically held by field sales representatives. For these types of products sales, the Company retains title until receiving appropriate notification that the product has been used or implanted, at which time revenue is recognized. Each revenue transaction is evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. There are generally no significant customer acceptance or other conditions that prevent the Company from recognizing revenue in accordance with its delivery terms. In certain cases, where the Company has performance obligations that are significant to the functionality of the product, the Company recognizes revenue upon fulfillment of its obligation. Sales invoices issued to customers contain the Company's price for each product or service. The Company performs a review of each specific customer's credit worthiness and ability to pay prior to accepting them as a customer. Further, the Company performs periodic reviews of its customers' status prospectively. The Company records a provision for estimated returns and allowances on revenues in the same period as t |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS On October 29, 2014, Integra's Board of Directors approved the announcement of a plan to separate SeaSpine from Integra as a new, publicly traded medical technology company focused on the design, development and commercialization of surgical solutions for the treatment of patients suffering from spinal disorders. Integra's board of directors based this determination, in part, on its belief that the tax-free distribution of SeaSpine shares to Integra stockholders is the most efficient manner to separate the business from Integra's other medical technology businesses. On November 3, 2014, the Company announced its intention to separate its spine business, which was previously a separate reportable segment. On July 1, 2015, the Company completed the distribution of 100% of the outstanding common stock of SeaSpine to Integra stockholders, who received one share of SeaSpine common stock for every three shares, on a pre-split basis, of Integra common stock held as of the close of business on the record date, June 19, 2015. The Company and SeaSpine share three board members, including the chair of Integra’s board of directors who is lead director for SeaSpine. The separation agreement ensures that SeaSpine had approximately $47.0 million of total cash immediately following the distribution. No gain or loss was recognized on the part of the Company or shareholders as a result of the distribution resulting from the separation of the spine business. The historical results of operations, cash flows, and statement of financial position of SeaSpine have been presented as discontinued operations in the consolidated financial statements and prior periods have been revised. Discontinued operations include results of SeaSpine's business except for certain allocated corporate overhead costs and certain costs associated with transition services provided by Integra to SeaSpine. These allocated costs will remain part of continuing operations. Discontinued operations also include other costs incurred by Integra to separate SeaSpine from the fourth quarter of 2014 through the second quarter of 2015. These costs include transaction charges, advisory and consulting fees, and information system expenses. For the third quarter 2015 and going forward, SeaSpine as a stand-alone public company have separately reported its financial results. Due to differences between the basis of presentation for discontinued operations and the basis of presentation as a stand-alone company, the financial results of SeaSpine included within discontinued operations for the Company may not be indicative of actual financial results of SeaSpine as a stand-alone company. The following table summarizes results from discontinued operations of SeaSpine included in the consolidated statement of operations: Years Ended December 31, 2015 2014 (in thousands) Total revenue $ 65,775 $ 137,808 Costs and expenses 80,618 140,124 Operating loss (14,843 ) (2,316 ) Other expense, net (766 ) (271 ) Loss from discontinued operations before tax (15,609 ) (2,587 ) Benefit for income taxes (5,239 ) (296 ) Loss from discontinued operations $ (10,370 ) $ (2,291 ) No income or expense has been recorded for the SeaSpine business after the separation from Integra on July 1, 2015. The following table presents Integra's spine business assets and liabilities removed from the consolidated balance sheet as of July 1, 2015: July 1, 2015 (in thousands) Assets: Cash $ 47,178 Accounts receivable 20,856 Inventory 49,425 Other current assets 13,411 Current assets of discontinued operations 130,870 Property, plant, and equipment, net 21,093 Intangible assets, net 43,122 Other assets 4,465 Non-current assets of discontinued operations 68,680 Total assets of discontinued operations $ 199,550 Liabilities: Accounts payable $ 7,072 Accrued compensation 5,964 Accrued expenses and other current liabilities 3,361 Current liabilities of discontinued operations 16,397 Deferred tax liabilities 13,331 Other liabilities 2,593 Long-term liabilities of discontinued operations 15,924 Total liabilities of discontinued operations $ 32,321 The removal of SeaSpine's net assets and unrealized accelerated currency translation adjustment is presented as a reduction in Integra's retained earnings and accumulated other comprehensive loss. In order to effect the separation and govern Integra's relationship with SeaSpine after the separation, the Company entered into a Separation and Distribution Agreement and other agreements including a Tax Matters Agreement, an Employee Matters Agreement, several supply agreements, and a Transition Services Agreement. The Separation and Distribution Agreement governs the separation of the spine business, the transfer of assets and other matters related to the Company's relationship with SeaSpine. The Tax Matters Agreement governs the respective rights, responsibilities and obligations of SeaSpine and Integra with respect to taxes, tax attributes, tax returns, tax proceedings and certain other tax matters. The Employee Matters Agreement governs the compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of SeaSpine and Integra, and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of SeaSpine will no longer participate in benefit plans sponsored or maintained by Integra. In addition, the Employee Matters Agreement provides that each of the parties will be responsible for their respective former and current employees and compensation plans for such current employees. The Company entered into several Supply Agreements in which SeaSpine engaged Integra to be the product supplier of Integra's former Integra Mozaik TM product line ("Mozaik") for a three-year period following the separation after which there will be no defined terms and this will be considered a normal purchase/sale arrangement. This product line has been licensed to SeaSpine in conjunction with the spin-off. Prior to the spin-off, the sale of Mozaik products from an Integra facility to a SeaSpine facility eliminated in Integra's historical consolidated financial results of operations. The revenue and cost of goods sold related to prior sales of Mozaik to SeaSpine have been restated and are presented in Integra's continuing operations results of operations. The Company has recorded $0.8 million , $6.2 million , and $6.2 million in revenue related to the sale of Mozaik products for the year-ended December 31, 2016, 2015 and 2014, respectively and $0.7 million , $3.8 million and $3.2 million in cost of goods sold for the year-ended December 31, 2016, 2015 and 2014, respectively, in its continuing operations. Under the terms of the Transition Services Agreement, the Company agreed to provide administrative, site services, information technology systems and various other corporate and support services to SeaSpine over various periods after the separation on a cost or cost-plus basis. The most significant components of the service income were the provision of information systems and legal services which was completed by the end of the first quarter of 2016. In the year-ended December 31, 2016 and 2015, other income (expense), net includes $0.3 million and $2.7 million of income in respect of the provision of services to SeaSpine, respectively. |
ACQUISITIONS AND PRO FORMA RESU
ACQUISITIONS AND PRO FORMA RESULTS | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND PRO FORMA RESULTS | ACQUISITIONS AND PRO FORMA RESULTS Tekmed On December 15, 2015, the Company acquired the assets of Tekmed Instruments S.p.A ("Tekmed") for an aggregate purchase price of $14.1 million including a minimal amount of working capital and purchase adjustment which was recorded as an adjustment to assumed liabilities. Tekmed was a distributor of the Company's and third parties' products in Italy and focused on neurosurgery and neurotrauma, along with representation in plastic and reconstructive surgery, cardiovascular surgery, image diagnostics, general surgery, anesthesia and intensive care, interventional radiology, and proton therapy. This acquisition enables the Company to sell directly into the market support the Specialty Surgical Solutions division's growth in Italy along with other key Integra franchises. The Company recorded revenue for Tekmed of approximately $4.2 million and $0.3 million in the consolidated statements of operations for the year-ended December 31, 2016 and 2015, respectively. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations. The following summarizes the allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Inventory $ 1,143 Property, plant and equipment 669 Other current assets 11 Intangible assets: Wtd. Avg. Life: Supplier Contracts 4,981 2 - 13 Years Goodwill 9,665 Total assets acquired 16,469 Accrued expenses and other liabilities acquired 802 Deferred tax liability 1,564 Net assets acquired $ 14,103 Tornier's United States Toe & Ankle Business On October 2, 2015, the Company acquired the United States rights to Tornier's Salto Talaris® and Salto Talaris® XT ankle replacement products and Tornier's Futura TM silastic toe replacement products (the "Salto and Futura") for $6.0 million in cash. Under the agreement, Integra acquired the U.S. rights to the Salto Talaris® Total Ankle Prosthesis, Salto Talaris® XT Revision Total Ankle Prosthesis, Futura™ Primus Flexible Great Toe system, Futura™ Classic Flexible Great Toe system, and Futura™ Lesser Metatarsal Phalangeal system. The agreement also includes an option to purchase, in the future, the rights to the Salto Talaris®, Salto Talaris® XT, Salto Mobile, and Futura™ silastic toe replacement products outside the United States. The estimated fair value of the net assets acquired exceeded the purchase price for the Salto and Futura product lines and resulted in the Company recording a gain of $1.1 million for the year-ended December 31, 2015 in Other Income. The acquired toe and ankle products enhances the Company's lower extremities product offering and accelerates its entry into the U.S. total ankle replacement market. The Company recorded revenue for Salto and Futura of approximately $14.4 million and $3.6 million in the consolidated statements of operations for the year-ended December 31, 2016 and 2015, respectively. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations. The following summarizes the allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Inventory $ 2,688 Property, plant, and equipment 1,453 Intangible assets: Life: Ankle product family 3,210 11 years Toe product family 460 10 years Total assets acquired 7,811 Deferred tax liability 700 Net assets acquired $ 7,111 TEI On July 17, 2015, the Company executed the two merger agreements (collectively, the "Agreements") under which the Company acquired TEI Biosciences, Inc., a Delaware corporation ("TEI Bio"), and TEI Medical Inc., a Delaware corporation ("TEI Med", collectively "TEI") for an aggregate purchase price of approximately $312.2 million ( $210.9 million for TEI Bio and $101.3 million for TEI Med) including a working capital adjustment of $0.2 million ( $0.5 million for TEI Bio offset by $0.7 million cash received for TEI Med) which was recorded as a reduction from goodwill. The purchase price consisted of a cash payment to the former shareholders of TEI Bio and TEI Med of approximately $312.4 million upon the closing of the transaction, net of $1.2 million of acquired cash. The acquired assets included a contingent receivable with a fair value of $0.4 million at acquisition and will be paid to the Company if the sale of products used in breast surgery in the United States drops below $6.0 million in either 2016 or 2017. The fair value of this asset is based on future sales projections of the products under various potential scenarios and weighting the probability of these outcomes. At the date of the acquisition, the cash flow projection was discounted using an internal rate of return of 11.0% . These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement. In 2016 the fair value of the contingent receivable increased by $1.3 million to reflect changes in estimate and time value of money. As of December 31, 2016, the $1.7 million balance of this contingent receivable is included in Prepaid expenses and other current assets and Other current assets of $1.2 million and $0.5 million , respectively. TEI Bio is in the business of developing and commercializing biologic devices for soft tissue repair and regenerative applications, including dura and hernia repair and plastic and reconstructive surgery. TEI Med holds a license to TEI Bio’s regenerative technology in the fields of wound healing and orthopedics. The revenue and net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations. The following summarizes the allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Cash $ 1,241 Accounts receivable, net 9,011 Inventory 23,223 Property, plant, and equipment 2,027 Income tax receivable 5,135 Other current assets 2,670 Intangible assets: Wtd. Avg. Life: Developed technology 167,400 14 - 16 Years Contractual relationships 51,345 11 - 14 Years Leasehold interest 69 Goodwill 147,704 Total assets acquired 409,825 Accrued expenses and other liabilities 9,732 Deferred tax liabilities 87,908 Net assets acquired $ 312,185 Metasurg On December 5, 2014, the Company acquired certain assets of Koby Ventures II, L.P. dba Metasurg ("Metasurg") for an aggregate purchase price of $27.2 million . The purchase price consists of an initial cash payment to Metasurg of $26.5 million and contingent consideration with an acquisition date fair value of $0.7 million . The potential maximum undiscounted contingent consideration of $38.5 million is based on reaching certain sales of acquired products. The fair value of this liability is based on future sales projections of the Metasurg product under various potential scenarios and weighting the probability of these outcomes for the period ended December 31, 2014. At the date of the acquisition, the cash flow projection was discounted using an internal rate of return of 19.9% . These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement. During the fourth quarter of 2015, the Company adjusted the fair value of the contingent consideration to zero as the Company no longer believe the achievement of the sales targets is probable. The adjustment was $0.7 million and was recorded in selling, general and administrative expenses. The contingency period lapsed in 2016 and no payments were made. Metasurg develops intuitive implant systems for the foot and ankle market and sells almost entirely in the U.S. market. The acquired foot and ankle products will enhance the Company's lower extremities market position. The Company adjusted the preliminary purchase price allocation during the quarter ended June 30, 2015 to reflect the $0.4 million working capital and purchase price adjustment. The following summarizes the final allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Inventory $ 4,800 Property, plant, and equipment 1,246 Intangible assets: Wtd. Avg. Life: Technology product rights 20,590 8 - 14 Years In-process research and development 190 Indefinite Goodwill 732 Net assets acquired $ 27,558 MicroFrance On October 27, 2014, the Company acquired all outstanding shares of Medtronic Xomed Instrumentation, SAS ("MicroFrance") from Medtronic, Inc. ("Medtronic") as well as certain assets of Medtronic for $61.6 million in cash. MicroFrance specializes in manual ear, nose, and throat ("ENT") instruments and designs, manufactures, and sells reusable handheld instruments to ENT and laparoscopy surgical specialists around the world. The acquired ENT instruments fill a portfolio gap for the Company with clear growth opportunities through market adjacencies and provides for increased scale and reach in the international market. The Company adjusted the preliminary purchase price allocation during the quarter ended March 31, 2015 to reflect the $1.5 million working capital and purchase price adjustments. The following summarizes the final allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Cash $ 2,195 Inventory 3,155 Prepaid expenses 620 Property, plant, and equipment 3,675 Other current assets 5,025 Intangible assets: Wtd. Avg. Life: Trade name 11,990 20 years Technology 4,580 15 - 16 Years Customer relationships 18,130 12 - 16 Years Goodwill 16,607 Total assets acquired 65,977 Accounts payable and other liabilities 5,910 Net assets acquired $ 60,067 Confluent Surgical, Inc. On January 15, 2014, the Company acquired all outstanding shares of Confluent Surgical, Inc., ("Confluent Surgical") - including its surgical sealant and adhesion barrier product lines - from Covidien Group S.a.r.l, ("Covidien") for an aggregate purchase price of $255.9 million . The purchase price consists of an initial cash payment to Covidien of $231.0 million upon the closing of the transaction, a separate prepayment of $4.0 million made under a transitional supply agreement with an affiliate of Covidien, and contingent consideration with an acquisition date fair value of $20.9 million . The potential maximum undiscounted contingent consideration of $30.0 million consists of $25.0 million upon obtaining certain U.S. governmental approvals and $5.0 million upon obtaining certain European governmental approvals, both related to the completion of the transition of the Confluent Surgical business. The transitional supply agreement secures the supply of the acquired products from an affiliate of Covidien until the earlier of (i) the time that the transition of the Confluent Surgical business as discussed above is complete, or (ii) the fifth anniversary of the effective date of the agreement (the agreement also contains an option to extend for another two years by providing written notice at least 180 days prior to the end of the initial five -year period). This agreement contains financial incentives to the affiliate of Covidien for the timely supply of products each fiscal quarter through the third anniversary of the agreement. The prices paid under the supply agreement are essentially flat through the third anniversary of the agreement, and then increase significantly each of the following three years. The Company also entered into a transition services agreement with an affiliate of Covidien at the closing for services such as customer service, accounting and information technology management, clinical and regulatory affairs, manufacturing transition services, and other functions. This acquisition complements the Company's global neurosurgery growth strategy aimed at providing a broader set of solutions for surgical procedures in the head. The Company adjusted the preliminary purchase price allocation during the quarter ended June 30, 2014 to reduce deferred tax liabilities by $12.4 million . This adjustment offset goodwill and was the result of the Company analyzing and revising its tax positions in certain jurisdictions. The following summarizes the final allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Inventory deposit $ 4,000 Property, plant, and equipment 438 Intangible assets: Wtd. Avg. Life: Technology product rights 239,800 3 - 20 Years Other 400 Deferred tax assets - long term 12 Goodwill 105,331 Total assets acquired 349,981 Contingent supply liability 5,891 Other 731 Deferred tax liabilities - long term 87,464 Net assets acquired $ 255,895 Subsequent to the acquisition date, a regulatory event occurred that resulted in the full-impairment of one of the acquired technology product rights of $0.6 million . This event was not known, or knowable, at the time of the acquisition and therefore the impairment has been included in the Company's cost of sales. The Company accounted for the contingent supply liability by recording its fair value as a liability on the date of the acquisition based on a discounted cash-flow model. This contingent supply liability relates to contractual quarterly incentive payments that will be made to an affiliate of Covidien if certain supply minimums under the transitional supply agreement are met. The Company accounted for the contingent consideration by recording its fair value as a liability on the date of the acquisition. The contingent consideration relates to the Company's obtaining certain U.S. and European regulatory approvals. At the date of the acquisition, both of these milestones were valued using a discount rate of 2.2% , which is equivalent to the cost of debt for the estimated time horizon, and an overall probability of occurring of 95% . Accordingly, on January 15, 2014 the Company recorded a $20.9 million liability representing the initial fair value estimate of the probability weighted contingent consideration that management believes will be paid between early 2017 and late 2018. Depending on the expected timing of the estimated payments, the acquisition date fair value of the probability adjusted payments could have been $0.3 million higher or $0.4 million lower. These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement. The contingent consideration is re-measured to fair value at each reporting date until the contingency is resolved, and those changes in fair value are recognized in earnings. Contingent Consideration The fair value of contingent consideration during the year-ended December 31, 2016 was increased to reflect current period acquisitions, and the change in the time value of money during the period. A reconciliation of the opening balances to the closing balances of these Level 3 measurements is as follows (in thousands): Location in Statement of Operations Balance as of January 1, 2016 $ 21,831 Loss from decrease in fair value of contingent consideration liability 205 Selling, general and administrative Fair value at December 31, 2016 $ 22,036 The fair values of contingent consideration were estimated using the discounted cash flows model using discount rate of 2.20% . The Company assesses these assumptions on an ongoing basis as additional information impacting the assumptions is obtained. The entire contingent consideration balance was included in Other Liabilities in the consolidated balance sheets. Supply Agreement Liability and Above Market Supply Agreement Liability The Company determined the fair value of its supply agreement liability and above market supply agreement liability to reflect payments, changes in estimate and the time value of money during the period. A reconciliation of the opening balance to the closing balance of these Level 3 measurement is as follows (in thousands): Supply Agreement Liability - Current Supply Agreement Liability - Long-term Above Market Supply Agreement Liability Location in Statement of Operations Balance as of January 1, 2016 $ 1,991 $ 161 $ 931 Payments (2,000 ) — (47 ) Transfer 161 (161 ) — Loss from increase in fair value 14 — 1,083 Selling, general and administrative Other — — 681 Goodwill Balance as of December 31, 2016 $ 166 $ — $ 2,648 The fair values of supply agreement liability and above market supply agreement liability were estimated using a discounted cash flow model using discount rate of 12.0% . The Company assesses the assumptions on an ongoing basis as additional information impacting assumptions is obtained. The supply agreement liability-current was included in Accrued expenses and other current liabilities and the supply agreement-long term and above market supply agreement liability were included in Other liabilities in the consolidated balance sheets. There were no transfers between Level 1, 2 or 3 during 2016 or 2015. If the Company's estimates regarding the fair value of its contingent considerations, supply agreement and above market supply agreement are inaccurate, a future adjustment to these estimated fair values may be required. Additionally, these estimated fair values could change significantly. Pro Forma Results (unaudited) The following unaudited pro forma financial information summarizes the results of operations for the years ended December 31, 2015 and 2014 as if the acquisitions completed by the Company during 2015 and 2014 had been completed as of the beginning of the prior year. The pro forma results are based upon certain assumptions and estimates, and they give effect to actual operating results prior to the acquisitions and adjustments to reflect (i) increased interest expense, depreciation expense, intangible asset amortization and fair value inventory step-up, (ii) timing of recognition for certain expenses that will not be recurring in the post-acquisition entity, and (iii) income taxes at a rate consistent with the Company’s statutory rate. No effect has been given to other cost reductions or operating synergies. As a result, these pro forma results do not necessarily represent results that would have occurred if the acquisitions had taken place on the basis assumed above, nor are they indicative of the results of future combined operations. Year Ended December 31, 2016 2015 2014 (As reported) (Pro forma) (Pro forma) (In thousands except per share amounts) Total revenue from continuing operations $ 992,075 $ 940,089 $ 921,998 Net income from continuing operations $ 74,564 $ 10,749 $ 40,721 Net income from continuing operations per share: Basic $ 1.00 $ 0.14 $ 0.56 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Amended and Restated Senior Credit Agreement On December 7, 2016, the Company entered into the fourth amended and restated Senior Credit Facility (the “Fourth Amendment and Restatement”) with a syndicate of lending banks. Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, Wells Fargo Bank, N.A., as Syndication Agent, and Citizens Bank, N.A., DNB Capital LLC, HSBC Bank PLC, HSBC Bank USA, N.A., The Bank of Tokyo-Mitsubishi UFJ, Ltd., PNC Bank, N.A., Royal Bank of Canada, Suntrust Bank, TD Bank, N.A., JPMogran Chase Bank, N.A., Mizuho Bank, Ltd. and Bank of Nova Scotia, as Co-Documentation Agents. The Fourth Amendment and Restatement creates an aggregate principal amount of up to $1.5 billion available to the Company. Below are the significant amendments: i. increased the revolving credit component from $750.0 million to $1.0 billion , which includes a $60.0 million sublimit for the issuance of standby letters of credit and a $60.0 million sublimit for swingline loans, ii. increased the term loan component from $350.0 million to $500.0 million ; iii. changed the maximum net leverage ratio in financial covenants; iv. amended the formula for the Company to incur incremental loans in the future; v. revised repayment schedule of the term loan component; and vi. Extended the maturity from July 2, 2019 to December 7, 2021. Borrowings under the Senior Credit Facility bear interest, at the Company's option, at a rate equal to: i. the Eurodollar Rate (as defined in the amendment and restatement) in effect from time to time plus the applicable rate (ranging from 1.00% to 1.75% ), or ii. the highest of: 1. the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50% , or 2. the prime lending rate of Bank of America, N.A., or 3. the one-month Eurodollar Rate plus 1.00% . The applicable rates are based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness less cash in excess of $40.0 million that is not subject to any restriction of the use or investment thereof to (b) consolidated EBITDA) at the time of the applicable borrowing. The Company will also pay an annual commitment fee (ranging from 0.15% to 0.30% ), based on the Company’s consolidated total leverage ratio, on the daily amount by which the revolving credit facility exceeds the outstanding loans and letters of credit under the credit facility. The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries, excluding intangible assets. The Senior Credit Facility is subject to various financial and negative covenants and at December 31, 2016 the Company was in compliance with all such covenants. The Company capitalized $4.5 million and $1.4 million of incremental financing costs in 2016 and 2015 , respectively, in connection with the modifications of the Senior Credit Facility. The Company wrote-off previously capitalized financing cost of $0.5 million as interest expense in 2016 related to the modification. At December 31, 2016 and 2015 , there was $165.0 million and $150.0 million outstanding, respectively, under the revolving portion of the Senior Credit Facility at a weighted average interest rate of 2.2% and 1.9% , respectively. At December 31, 2016 and 2015 there was $500.0 million and $346.2 million , respectively, outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 2.2% and 1.8% , respectively. At December 31, 2016 , there was approximately $835.0 million available for borrowing under the Senior Credit Facility. The fair value of outstanding borrowings of the Senior Credit Facility's revolving credit facility and term loan components at December 31, 2016 was approximately $147.7 million and $450.5 million , respectively. These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair value hierarchy. Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly and are other than active market observable inputs that reflect unadjusted quoted prices for identical assets or liabilities. The Company considers the balance to be long term in nature based on its current intent and ability to repay the borrowing outside of the next twelve-month period. Letters of credit outstanding as of December 31, 2016 totaled $0.5 million and no ne as of December 31, 2015. There were no amounts drawn as of December 31, 2016. Contractual repayments of the term loan are due as follows: Year Ended December 31, Principal Repayment (In thousands) 2017 $— 2018 25,000 2019 25,000 2020 37,500 2021 412,500 2016 Convertible Senior Notes On December 15, 2016, the Company extinguished the 2016 Convertible Notes by paying the principal amount of $227.1 million and issued 2.9 million shares of common stock with fair value of $122.0 million related to excess conversion value. No gain or loss on extinguishment was recognized as a result of the conversion. The Company also received 2.9 million shares of common stock from the exercise of call option with hedge participants with a fair value of $123.1 million at the date of the exercise. The shares of common stock received from exercise of the call option are held as treasury stock as of December 31, 2016 at a weighted average price of $41.78 for a total of $123.1 million . The 2016 Convertible Notes were issued on June 15, 2011 with the aggregate principal of $230.0 million and maturity date of December 15, 2016. The 2016 Convertible Notes bore interest at a rate of 1.625% per annum payable semi-annually in arrears on December 15 and June 15 of each year. The 2016 Convertible Notes were senior, unsecured obligations and were convertible into cash and, if applicable, shares of its common stock based on a conversion rate defined within the note agreement. At December 31, 2015 , the carrying amount of the liability component was $218.7 million , the remaining unamortized discount was $8.4 million and the principal amount outstanding was $227.1 million . In connection with the issuance of the 2016 Convertible Notes, the Company entered into call transactions and warrant transactions, primarily with affiliates of the initial purchasers of such notes (the “hedge participants”). The initial strike price of the call transaction is approximately $28.72 per share, subject to customary anti-dilution adjustments. The initial strike price of the warrant transaction is approximately $35.03 per share, subject to customary anti-dilution adjustments. The strike price of the call transactions and warrant transactions has been adjusted similarly to the 2016 Convertible Notes as a result of the spin-off to $26.42 per share and $32.22 per share, respectively. The warrants will expire on a series of expiration dates from March 2017 to August 2017. Convertible Note Interest The interest expense components of the Company’s convertible notes are as follows: Years Ended December 31, 2016 2015 2014 (In thousands) 2016 Convertible Notes: Amortization of the discount on the liability component (1) $ 8,073 $ 7,917 $ 7,104 Cash interest related to the contractual interest coupon (2) 3,407 3,430 3,342 Total $ 11,480 $ 11,347 $ 10,446 (1) The amortization of the discount on the liability component of the 2016 Convertible Notes is presented net of capitalized interest of $0.3 million , $0.6 million , and $0.9 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. (2) The cash interest related to the contractual interest coupon on the 2016 Convertible Notes is presented net of capitalized interest of $0.1 million , $0.3 million , and $0.4 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS Interest Rate Hedging The Company’s interest rate risk relates to U.S. dollar denominated variable interest rate borrowings. On June 22, 2016, the Company entered into two $50.0 million interest rate swap derivative instruments with separate financial institutions, each with an effective date of December 31, 2016 to manage its earnings and cash flow exposure to changes in interest rates covering a portion of its floating-rate debt. These interest rate swaps expire on June 30, 2019. On July 12, 2016, the Company entered into an additional $50.0 million interest rate swap derivative instruments with a separate financial institution with an effective date of December 31, 2016 to manage its earnings and cash flow exposure to changes in interest rates covering a portion of its floating-rate debt. This interest rate swap was also designated as a cash flow hedge and expires on June 30, 2019. On August 10, 2015 the interest rate swap derivative instrument the Company entered into on August 20, 2010 with an effective date of December 31, 2010 expired. The interest rate swap was used to manage the Company's earnings and cash flow exposure to changes in interest rates by converting a portion of its floating-rate debt into fixed-rate debt. The Company designated these derivative instruments as cash flow hedges. The Company recorded the effective portion of any change in the fair value of a derivative instrument designated as a cash flow hedge as unrealized gains or losses in accumulated other comprehensive income (“AOCI”), net of tax, until the hedged item affected earnings, at which point the effective portion of any gain or loss was reclassified to earnings. If the hedged cash flow does not occur, or if it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to interest expense at that time. In 2015, the Company reclassified $0.9 million of pre-tax losses recorded as net in AOCI related to the interest rate hedge to earnings prior to the date of expiration. No gain or loss was reclassified to interest expense from AOCI in 2016. As of December 31, 2016 , the Company had outstanding interest rate swaps with total notional amount of $150.0 million . The Company expects that approximately $0.2 million of pre-tax income recorded in AOCI related to interest rate hedge could be reclassified to earnings in the next twelve months. Foreign Currency Hedging From time to time the Company enters into foreign currency hedge contracts intended to protect the U.S. dollar value of certain forecasted foreign currency denominated transactions. The Company records the effective portion of any change in the fair value of foreign currency cash flow hedges in AOCI, net of tax, until the hedged item affects earnings. Once the related hedged item affects earnings, the Company reclassifies the effective portion of any related unrealized gain or loss on the foreign currency cash flow hedge to earnings. If the hedged forecasted transaction does not occur, or if it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. The success of the Company’s hedging program depends, in part, on forecasts of certain activity denominated in euros. The Company may experience unanticipated currency exchange gains or losses to the extent that there are differences between forecasted and actual activity during periods of currency volatility. In addition, changes in currency exchange rates related to any unhedged transactions may affect its earnings and cash flows. Counterparty Credit Risk The Company manages its concentration of counterparty credit risk on its derivative instruments by limiting acceptable counterparties to a group of major financial institutions with investment grade credit ratings, and by actively monitoring their credit ratings and outstanding positions on an ongoing basis. Therefore, the Company considers the credit risk of the counterparties to be low. Furthermore, none of the Company’s derivative transactions are subject to collateral or other security arrangements, and none contain provisions that depend upon the Company’s credit ratings from any credit rating agency. Fair Value of Derivative Instruments The Company has classified all of its derivative instruments within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of the derivative instruments. The fair value of the foreign currency forward exchange contracts related to inventory purchases is determined by comparing the forward rate as of the period end and the settlement rate specified in each contract. The fair value of the interest rate swap was developed using a market approach based on publicly available market yield curves and the terms of the swap. The Company performs ongoing assessments of counterparty credit risk. The following table summarizes the fair value and presentation in the consolidated balance sheet for derivatives designated as hedging instruments as of December 31, 2016 : December 31, Location on Balance Sheet (1) : (In thousands) Derivatives designated as hedges — Assets: Interest rate swap — Prepaid expenses and other current assets (2) $ 242 Interest rate swap — Other assets 1,629 Total Derivatives designated as hedges — Assets $ 1,871 (1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months. (2) At December 31, 2016 the total notional amount related to the Company’s three interest rate swaps was $150.0 million . The following presents the effect of derivative instruments designated as cash flow hedges on the accompanying consolidated statements of operations during the years ended December 31, 2016 and 2015 : Balance in AOCI Beginning of Year Amount of Gain (Loss) Recognized in AOCI- (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Earnings-(Effective Portion) Balance in AOCI End of Year Location in Statements of Operations (In thousands) Year Ended December 31, 2016 Interest rate swap $ — $ 1,871 $ — $ 1,871 $ — $ 1,871 $ — $ 1,871 Year Ended December 31, 2015 Interest rate swap (898 ) (25 ) (923 ) — Interest (expense) $ (898 ) $ (25 ) $ (923 ) $ — The Company recognized no gains or losses resulting from ineffectiveness of cash flow hedges during the years ended December 31, 2016 and 2015 . |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2016 | |
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | |
TREASURY STOCK | TREASURY STOCK On October 25, 2016, the Company's Board of Directors approved a resolution to retire approximately 17.8 million treasury stocks with an aggregate cost of $367.1 million and return such shares to authorized, but unissued shares of common stock. These shares became available for issue on October 28, 2016. The effect retiring these treasury stocks was recognized in Common stock and Additional paid-in capital. There was no effect on total stockholders’ equity as a result of retiring the treasury shares. On October 25, 2016, the Board of Directors terminated the October 2014 authorization and authorized up to $150.0 million of its outstanding common stock through December 2018. Shares may be repurchased either in the open market or in privately negotiated transactions. As of December 31, 2016 there remained $150.0 million available for repurchases under this authorization. As part of the conversion of the 2016 Convertible Notes the Company received 2.9 million shares of common stock from the exercise of call with hedge participants. The shares of common stock received from exercise of the call options are held as treasury stock as of December 31, 2016 at a weighted average of $41.78 per share for a total of $123.1 million . There were no treasury stock repurchases under this authorization during the years ended December 31, 2016 and 2015 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation expense - all related to employees and members of the Board of Directors - recognized under the authoritative guidance was as follows: Years Ended December 31, 2016 2015 2014 (In thousands) Selling, general and administrative $ 15,829 $ 14,461 $ 13,940 Research and development 1,048 714 463 Cost of goods sold 433 275 151 Total stock-based compensation expense 17,310 15,450 14,554 Total estimated tax benefit related to stock-based compensation expense 10,569 5,792 5,350 Net effect on net income $ 6,741 $ 9,658 $ 9,204 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Employee Stock Purchase Plan (the “ESPP”) is to provide eligible employees of the Company with the opportunity to acquire shares of common stock at periodic intervals by means of accumulated payroll deductions. The ESPP is a non-compensatory plan. Under the ESPP, a total of 3.0 million shares of common stock are reserved for issuance. These shares will be made available either from the Company’s authorized but unissued shares of common stock or from shares of common stock reacquired by the Company as treasury stock. At December 31, 2016 , 2.1 million shares remain available for purchase under the ESPP. During the years ended December 31, 2016 , 2015 and 2014 , the Company issued 12,494 shares, 12,040 shares and 8,950 shares under the ESPP for $0.5 million , $0.4 million and $0.2 million , respectively. EQUITY AWARD PLANS As of December 31, 2016 , the Company had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock unit awards outstanding under three plans, the 2000 Equity Incentive Plan (the “2000 Plan”), the 2001 Equity Incentive Plan (the “2001 Plan”), and the 2003 Equity Incentive Plan (the “2003 Plan,” and collectively, (the “Plans”). In July 2008 and May 2010, the stockholders of the Company approved amendments to the 2003 Plan to increase by 1.5 million and 3.5 million , respectively, the number of shares of common stock that may be issued under the 2003 Plan. The Company has reserved 4.0 million shares under each of the 2000 Plan and the 2001 Plan, and 13.0 million shares under the 2003 Plan. The Plans permit the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, contract stock, performance stock, or dividend equivalent rights to designated directors, officers, employees and associates of the Company. Stock options issued under the Plans become exercisable over specified periods, generally within four years from the date of grant for officers and employees, and within one year from the date of the grant for members of the Board of Directors. The awards generally expire six years from the grant date for employees and from six to ten years for directors and certain executive officers. Restricted stock issued under the Plans vests ratably over specified periods, generally three years after the date of grant. In connection with the separation of SeaSpine on July 1, 2015 and in accordance with the Employee Matters Agreement, the Company made certain adjustments to the exercise price and number of share-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Stock options issued in 2015 prior to the separation converted to those of the entity where the employee is working post-separation. Stock options issued prior to 2015 converted to both Integra and SeaSpine options such that the holders received stock options in both companies. The exercise price of these outstanding awards was adjusted to preserve the value of the awards immediately prior to the separation. Performance stock, restricted stock, and contract stock were adjusted for all employees holding outstanding awards to provide holders performance stock, restricted stock, and contract stock in the company that employs such employee following the separation. The adjustments to the Company's stock-based compensation awards resulted in an increase in incremental fair value of $4.4 million , of which $0.7 million and $3.3 million was recorded during the year-ended December 31, 2016 and 2015, respectively. The remaining $0.4 million will be recognized prospectively over the remaining term of outstanding awards, adjusted, as applicable, for forfeitures. Stock Options The Company values stock option grants using the binomial distribution model. Management believes that the binomial distribution model is preferable to the Black-Scholes model because it is a more flexible model that gives consideration to the impact of non-transferability and vesting provisions in valuing employee stock options. In determining the value of stock options granted, the Company considered that it has never paid cash dividends and does not currently intend to pay cash dividends, and thus has assumed a 0% dividend yield. Expected volatilities are based on the historical volatility of the Company’s stock price with forward-looking assumptions. The expected life of stock options is estimated based on historical data on exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock options granted. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. The Company adopted ASU 2016-09 and elected to account for forfeitures as they occur. The following weighted-average assumptions were used in the calculation of fair value: Years Ended December 31, 2016 2015 2014 Dividend yield 0% 0% 0% Expected volatility 29% 29% 29% Risk free interest rate 1.94% 1.96% 2.41% Expected life of option from grant date 8 years 8 years 8 years The following table summarizes the Company’s stock option activity. Weighted Average Exercise Price Weighted Average Contractual Term in Years Aggregate Intrinsic Value Shares Stock Options (In thousands) (In thousands) Outstanding at January 1, 2016 2,386 $ 18.55 Granted 276 33.69 Exercised (566 ) 17.85 Forfeited or Expired (13 ) 32.59 Outstanding at December 31, 2016 2,083 $ 20.65 3.40 $ 46,340 Vested or expected to vest at December 31, 2016 2,083 $ 20.65 3.40 $ 46,340 Exercisable at December 31, 2016 1,658 $ 18.00 2.51 $ 41,292 The intrinsic value of options exercised for the years ended December 31, 2016, 2015 and 2014 were $9.7 million , $5.8 million and $7.7 million , respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2016 , 2015 and 2014 was $12.48 , $8.59 and $9.08 , respectively. Cash received from option exercises was $14.4 million , $10.1 million and $18.7 million , for the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, there was approximately $4.0 million of total unrecognized compensation costs related to unvested stock options. These costs are expected to be recognized over a weighted-average period of approximately two years. Awards of Restricted Stock, Performance Stock and Contract Stock The following table summarizes the Company’s awards of restricted stock, performance stock and contract stock for the year ended December 31, 2016. Performance Stock and Contract Stock Awards Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Per Share Shares Weighted Average Grant Date Fair Value Per Share (In thousands) (In thousands) Unvested, January 1, 2016 588 $ 24.10 332 $ 16.65 Granted 289 33.71 203 32.70 Adjustments for performance achievement related to award target — — 25 31.07 Cancellations (52 ) 27.83 (12 ) 30.52 Released (313 ) 22.09 (15 ) 25.03 Vested but not released — — (188 ) 25.23 Unvested, December 31, 2016 512 $ 28.49 345 $ 21.62 The Company recognized $15.6 million , $10.2 million and $13.1 million in expense related to such awards during the years ended December 31, 2016, 2015 and 2014, respectively. The total fair market value of shares vested and released in 2016, 2015 and 2014 was $16.2 million , $19.9 million and $9.4 million , respectively. Vested awards includes shares that have been fully earned, but had not been delivered as of Dece mber 31, 2016. Performance stock awards have performance features associated with them. Performance stock, restricted stock and contract stock awards generally have requisite service periods of three years. The fair value of these awards is being expensed on a straight-line basis over the vesting period. As of December 31, 2016, there was approximately $14.8 million of total unrecognized compensation costs related to unvested restricted stock, performance stock and contract stock awards. These costs are expected to be recognized over a weighted-average period of approximately two years. At December 31, 2016, there are approximately 0.4 million vested Restricted Units and 0.2 million vested performance share units held by various employees for which the related shares have not yet been issued. The final determination of the number of shares to be issued in respect of an award based on achievement of pre-defined performance metrics is made by the Company's Compensation Committee of the Board of Directors. At December 31, 2016, there were approximately 2.2 million shares available for grant under the Plans. The Company capitalized into inventory, share based compensation costs of $0.5 million , $0.3 million and $0.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Such share based compensation was recognized as cost of goods sold when related inventory was sold. |
RETIREMENT BENEFIT PLANS
RETIREMENT BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
RETIREMENT BENEFIT PLANS | RETIREMENT BENEFIT PLANS DEFINED BENEFIT PLANS The Company maintains a defined benefit pension plan that covers employees in its manufacturing plant located in Tuttlingen, Germany (the “Germany Plan”). The Company closed the Tuttlingen, Germany plant in December 2005. The Company did not terminate the Germany Plan, and the Company remains obligated for the accrued pension benefits related to this plan. In September 2015, the Company completed the buy-out of its defined benefit pension plan in the U.K. which covered certain employees and retirees. All plan assets of the defined benefit pension plan were transferred to an independent financial services firm and the Company made cash contributions of approximately $1.8 million for the year-ended December 31, 2015. The Company recorded expenses totaling approximately $5.6 million in selling, general and administrative costs in conjunction with the buy-out of the plan. The buy-out of the U.K. pension plan eliminated future obligations of the Company under this plan. DEFINED CONTRIBUTION PLANS The Company also has various defined contribution savings plans that cover substantially all employees in the United States, the United Kingdom and Puerto Rico. The Company matches a certain percentage of each employee’s contributions as per the provisions of the plans. Total contributions by the Company to the plans were $5.6 million , $3.7 million and $3.0 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. |
LEASES AND RELATED PARTY LEASES
LEASES AND RELATED PARTY LEASES | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
LEASES AND RELATED PARTY LEASES | LEASES AND RELATED PARTY LEASES The Company leases administrative, manufacturing, research and distribution facilities and various manufacturing, office and transportation equipment through operating lease agreements. Future minimum lease payments under operating leases at December 31, 2016 were as follows: Related Parties Third Parties Total (In thousands) 2017 $ 276 $ 9,574 $ 9,850 2018 296 7,796 8,092 2019 296 6,693 6,989 2020 296 4,273 4,569 2021 296 3,414 3,710 Thereafter 3,201 23,515 26,716 Total minimum lease payments $ 4,661 $ 55,265 $ 59,926 Total rental expense for the years ended December 31, 2016 , 2015 and 2014 and was $10.3 million , $10.1 million and $10.2 million , respectively, and included $0.3 million , in related party rental expense in each of the three years. There were no future minimum lease payments under capital leases at December 31, 2016 . Related Party Leases Until December 27, 2016, the Company leased certain production equipment from a corporation whose sole stockholder is a general partnership, of which the Company’s former Chairman (and current director) is a partner and the President. Under the terms of the lease agreement, the Company pays $0.1 million per year to the related party lessor. Effective December 27, 2016, the Company purchased the production equipment for $0.4 million . The Company also leases its manufacturing facility in Plainsboro, New Jersey, from a general partnership that is 50% owned by a corporation whose shareholders are trusts, whose beneficiaries include family members of the Company’s former Chairman (and current director). The term of the current lease agreement is through October 31, 2032 at an annual rate of approximately $0.3 million per year. The current lease agreement also provides (i) a 5 -year renewal option for the Company to extend the lease from November 1, 2032 through October 31, 2037 at the fair market rental rate of the premises, and (ii) another 5 -year renewal option to extend the lease from November 1, 2037 through October 31, 2042 at the fair market rental rate of the premises. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income before income taxes consisted of the following: Years Ended December 31, 2016 2015 2014 (In thousands) United States operations $ 51,351 $ 37,450 $ 21,349 Foreign operations 39,055 23,221 24,217 Total $ 90,406 $ 60,671 $ 45,566 A reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows: Years Ended December 31, 2016 2015 2014 Federal statutory rate 35.0 % 35.0 % 35.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal tax benefit (0.2 )% 1.3 % 5.6 % Foreign operations (10.0 )% (12.5 )% (16.7 )% Spine valuation allowance — % 61.1 % — % Excess tax benefits from stock compensation (3.9 )% — % — % Charitable contributions (0.4 )% (1.0 )% (2.7 )% Domestic production activities deduction (2.6 )% (2.4 )% (2.7 )% Intercompany profit in inventory 1.0 % 3.1 % (0.4 )% Nondeductible facilitative costs 0.2 % 3.1 % 1.1 % Changes in valuation allowances 0.4 % 0.3 % 2.1 % Uncertain tax positions (0.3 )% 0.2 % (3.4 )% Research and development credit (1.2 )% (1.9 )% (1.8 )% Return to provision (1.5 )% 1.7 % 1.4 % Other 1.0 % 0.7 % 2.8 % Effective tax rate 17.5 % 88.7 % 20.3 % The effective tax rate decreased by 71.2% in 2016 compared with 2015 primarily due to recording a valuation allowance against net deferred tax assets for the SeaSpine spin-off during 2015. The Company recorded an income tax benefit of $3.8 million in the current year for excess tax benefits from early adoption of the new share-based compensation accounting guidance ( ASU 2016-09 ), an income tax benefit of $1.4 million relating to the filing of tax returns and an income tax benefit of $0.5 million for Federal research credit study. During 2016, the Company's foreign operations generated a $0.8 million increase in income tax expense as a result of, among other factors, the geographic and business mix of taxable earnings and losses. The 2016 foreign effective tax rate is 12.7% , an increase of approximately 2.1% over the rate in 2015. The Company's foreign tax rate is primarily based upon statutory rates and is not related to a tax holiday or negotiated tax rate. During 2015, the Company's foreign operations generated a $2.3 million decrease in income tax expense when compared with 2014, as a result of, among other factors, the geographic and business mix of taxable earnings and losses and the re-establishment of an income tax benefit in France for half of the year related to intercompany interest. The 2015 foreign effective tax rate is 10.6% , a decrease of approximately 5.7% over the rate in 2014. The Company's foreign tax rate is primarily based upon statutory tax rates and is not related to a tax holiday or negotiated tax rate. During 2014, the Company's foreign operations generated a $1.2 million decrease in income tax expense as a result of, among other factors, the geographic and business mix of taxable earnings and losses and the re-establishment of an income tax benefit in France for half of the year related to intercompany interest. The 2014 foreign effective tax rate is 4.9% , a decrease of approximately 39.6% over the rate in 2013. The Company's foreign tax rate is primarily based upon statutory tax rates and is not related to a tax holiday or negotiated tax rate. As of December 31, 2016, the Company has not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences of approximately $301.3 million resulting from earnings for certain non-U.S. subsidiaries which are permanently reinvested outside the U.S. The unrecognized deferred tax liability associated with these temporary differences was estimated to be $42.5 million at December 31, 2016. Events that could trigger a need to repatriate foreign cash to the U.S. and generate a tax might include U.S. acquisitions, loans from a foreign subsidiary, or anticipated tax law changes that are considered unfavorable and would result in higher taxes on repatriations that occur after the change in tax law goes into effect. The provision for income taxes consisted of the following: Years Ended December 31, 2016 2015 2014 (In thousands) Current: Federal $ 13,700 $ 46,665 $ 10,330 State 2,503 2,301 2,124 Foreign 6,113 5,205 3,666 Total current $ 22,316 $ 54,171 $ 16,120 Deferred: Federal (3,400 ) 1,282 (5,524 ) State (1,751 ) (394 ) 695 Foreign (1,323 ) (1,239 ) (2,020 ) Total deferred $ (6,474 ) $ (351 ) $ (6,849 ) Provision for income taxes $ 15,842 $ 53,820 $ 9,271 The income tax effects of significant temporary differences that give rise to deferred tax assets and liabilities, shown before jurisdictional netting, are presented below: December 31, 2016 2015 (In thousands) Assets: Doubtful accounts $ 2,344 $ 1,943 Inventory related items 30,074 24,417 Tax credits 1,040 3,137 Accrued vacation 3,264 2,713 Accrued bonus 7,842 7,555 Stock compensation 16,031 16,222 Deferred revenue 2,345 767 Net operating loss carryforwards 14,855 17,548 Federal & state tax credits — 6,227 Others 1,435 1,952 Total deferred tax assets 79,230 82,481 Less valuation allowance (3,604 ) (4,887 ) Deferred tax assets after valuation allowance $ 75,626 $ 77,594 Liabilities: Intangible and fixed assets (216,779 ) (225,328 ) Others (853 ) (225 ) Total deferred tax liabilities $ (217,632 ) $ (225,553 ) Total net deferred tax liabilities $ (142,006 ) $ (147,959 ) At December 31, 2016, the Company had net operating loss carryforwards of $28.5 million for federal income tax purposes, $24.2 million for foreign income tax purposes and $14.0 million for state income tax purposes to offset future taxable income. The federal net operating loss carryforwards expire through 2032 , $2.5 million of the foreign net operating loss carryforwards expire through 2025 with the remaining $21.7 million having an indefinite carry forward period. The state net operating loss carryforwards expire through 2036 . A valuation allowance of $3.6 million , $4.9 million and $6.8 million is recorded against the Company’s gross deferred tax assets of $79.2 million , $82.5 million , and $91.1 million recorded at December 31, 2016, 2015 and 2014, respectively. The valuation allowance relates to deferred tax assets for certain items that will be deductible for income tax purposes under very limited circumstances and for which the Company believes it is not more likely than not that it will realize the associated tax benefit. In the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made. The Company’s valuation allowance decreased by $1.3 million , and $1.9 million in 2016 and 2015, respectively. The 2016 overall decrease in the valuation allowance was primarily due to a reduction of net operating losses in Germany from 2011 income tax audit. which is offset by a reduction in the related deferred tax asset. A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: Years Ended December 31, 2016 2015 2014 (In thousands) Balance, beginning of year $ 1,085 $ 959 $ 3,040 Gross increases: Prior years' tax positions 380 541 527 Gross decreases: Prior years' tax positions (546 ) — (286 ) Settlements — — (828 ) Statute of limitations lapses (131 ) (404 ) (1,494 ) Other (34 ) (11 ) — Balance, end of year $ 754 $ 1,085 $ 959 Approximately $0.8 million of the balance at December 31, 2016 relates to uncertain tax positions that, if recognized, would affect the annual effective tax rate. Included in the balance of uncertain tax positions at December 31, 2016 is $0.7 million related to tax positions for which it is reasonably possible that the total amounts could be reduced during the twelve months following December 31, 2016. The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense. The Company recognized a minimal benefit for the years ended December 31, 2016 and 2015 and $0.2 million benefit for interest and penalties in the income statement during the year ended December 31, 2014. The Company had minimal interest and penalties accrued for the years ended December 31, 2016 and 2015 and $0.1 million of interest and penalties accrued for the year ended December 31, 2014. The Company files Federal income tax returns, as well as multiple state, local and foreign jurisdiction tax returns. The Company is no longer subject to examinations of its Federal income tax returns by the IRS through fiscal year 2013. All significant state and local matters have been concluded through fiscal 2012 . All significant foreign matters have been settled through fiscal 2012 . |
NET INCOME (LOSS) PER SHARE
NET INCOME (LOSS) PER SHARE | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER SHARE | NET INCOME (LOSS) PER SHARE Basic and diluted net income (loss) per share was as follows: Years Ended December 31, 2016 2015 2014 (In thousands, except per share amounts) Basic net income (loss) per share: Net income from continuing operations $ 74,564 $ 6,851 $ 36,295 Net loss from discontinued operations — (10,370 ) (2,291 ) Net income (loss) $ 74,564 $ (3,519 ) $ 34,004 Weighted average common shares outstanding 74,386 68,990 64,864 Basic net income per common share from continuing operations $ 1.00 $ 0.10 $ 0.56 Basic net loss per common share from discontinued operations — (0.15 ) (0.04 ) Basic net income (loss) per common share $ 1.00 $ (0.05 ) $ 0.52 Diluted net income (loss) per share: Net income from continuing operations $ 74,564 $ 6,851 $ 36,295 Net loss from discontinued operations — (10,370 ) (2,291 ) Net income (loss) $ 74,564 $ (3,519 ) $ 34,004 Weighted average common shares outstanding — Basic 74,386 68,990 64,864 Effect of dilutive securities: 2016 Convertible notes and related warrants 3,462 922 — Stock options and restricted stock 1,346 1,442 1,056 Weighted average common shares for diluted earnings per share 79,194 71,354 65,920 Diluted net income per common share from continuing operations $ 0.94 $ 0.10 $ 0.55 Diluted net loss per common share from discontinued operations — (0.15 ) (0.03 ) Diluted net income (loss) per common share $ 0.94 $ (0.05 ) $ 0.52 In connection with the separation of SeaSpine on July 1, 2015 and in accordance with the Employee Matters Agreement, the Company made certain adjustments to the exercise price and number of share-based compensation awards with the intention of preserving the intrinsic value of the awards prior to the separation. Stock options issued in 2015 prior to the separation converted to those of the entity where the employee is working post-separation. Stock options issued prior to 2015 converted to both Integra and SeaSpine options such that the holders received stock options in both companies. The exercise price of these outstanding awards was adjusted to preserve the value of the awards immediately prior to the separation. Performance stock, restricted stock, and contract stock were adjusted to provide holders performance stock, restricted stock, and contract stock in the company that employs such employee following the separation. The adjustments to the Company's stock-based compensation awards resulted in an increase in incremental fair value of $4.4 million , of which $0.7 million and $3.3 million were recorded during the year-ended December 31, 2016 and 2015, respectively. The remaining $0.4 million will be recognized prospectively over the remaining term of outstanding awards, adjusted, as applicable, for forfeitures. Common stock of approximately 0.2 million , 0.2 million and 0.4 million shares at December 31, 2016 , 2015 and 2014 , respectively, that are issuable through exercise of dilutive securities were not included in the computation of diluted net income per share because their effect would have been antidilutive. For the year-ended December 31, 2015 and for the period from January 1, 2016 to December 15, 2016, the date of 2016 Convertible Notes settlement, the potential excess conversion value on the 2016 Convertible Notes was included in the Company's dilutive share calculation because the average stock price for period outstanding exceeded the conversion price. On December 15, 2016, the Company settled the 2016 Convertible Notes and issued 2.9 million shares of common stock related to the conversion premium of 2016 Convertible Notes. The Company also exercised the call option with hedge participants and received 2.9 million shares of common stock. See Note 5 for additional information related to our 2016 Convertible Notes. For the year-ended December 31, 2015, the potential excess conversion value on the 2016 Convertible Notes was included in the Company's dilutive share calculation because the average stock price for the year-ended December 31, 2015 exceeded the conversion price. For the year-ended December 31, 2014, the potential excess conversion value of the 2016 Convertible Notes were anti-dilutive because the conversion price exceeded the Company's stock price; therefore, these amounts have been excluded from the diluted earnings per share calculation. The Company also has warrants outstanding related to its 2016 Convertible Notes at December 31, 2016, 2015 and 2014 and the Company's 2016 Convertible Notes are convertible to common shares in certain circumstances (see Note 5). These warrants and the excess conversion value of the 2016 Convertible Notes are included in the diluted earnings per share calculation using the treasury stock method, unless the effect of including such items would be anti-dilutive. Performance Shares and Restricted Units that entitle the holders to approximately 0.6 million shares of common stock are included in the basic and diluted weighted average shares outstanding calculation from their date of issuance because no further consideration is due related to the issuance of the underlying common shares. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Changes in accumulated other comprehensive income (loss) by component between December 31, 2016 and 2015 are presented in the table below, net of tax: Gains and Losses on Cash Flow Hedges Defined Benefit Pension Items Foreign Currency Items Total (In thousands) Balance at January 1, 2016 $ — $ 9 $ (47,911 ) $ (47,902 ) Other comprehensive income (loss) before reclassifications 1,071 (45 ) (10,278 ) (9,252 ) Current period other comprehensive income (loss) 1,071 (45 ) (10,278 ) (9,252 ) Balance at December 31, 2016 $ 1,071 $ (36 ) $ (58,189 ) $ (57,154 ) There was no reclassification adjustment out of accumulate comprehensive loss during the year ended December 31, 2016. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES In consideration for certain technology, manufacturing, distribution, and selling rights and licenses granted to the Company, the Company has agreed to pay royalties on sales of certain products that it sells. The royalty payments that the Company made under these agreements were not significant for any of the periods presented. The Company is subject to various claims, lawsuits and proceedings in the ordinary course of the Company's business, including claims by current or former employees, distributors and competitors and with respect to its products and product liability claims, lawsuits and proceedings, some of which have been settled by the Company. In the opinion of management, such claims are either adequately covered by insurance or otherwise indemnified, or are not expected, individually or in the aggregate, to result in a material adverse effect on the Company's financial condition. However, it is possible that the Company's results of operations, financial position and cash flows in a particular period could be materially affected by these contingencies. TEI, an acquisition by Integra on July 17, 2015, manufactures a bovine-derived surgical mesh product for Boston Scientific Corporation ("BSC”) and has been named as a defendant in lawsuits under a broad range of products liability theories, many of which have not been served on TEI. Currently, there are approximately fifty active cases against TEI. Pursuant to an indemnification agreement with BSC (i) BSC is managing the litigation; (ii) TEI has in place a products liability insurance policy, of which it must exhaust $3.0 million before BSC’s indemnity begins to cover relevant claims (and of which only a small portion has been utilized to date and against which the insurer has reserved the entire $3.0 million ). Because the thrust of products liability litigation focuses on synthetic surgical mesh products, counsel is filing motions to dismiss on behalf of TEI in many cases. In addition, Integra has certain protections in the merger agreements with TEI which would indemnify it for approximately $30.0 million for the first fifteen months after closing and between $20.0 and $30.0 million for the remainder of the three -year period after closing for losses relating to a variety of matters, including half of certain products liability claims (including those related to the product it manufactures for BSC) not covered by insurance. As of February 23, 2017 , no indemnification payments were received nor owed in relation to the lawsuits for the initial indemnification time period, which cover the first fifteen months after closing. The Company accrues for loss contingencies when it is deemed probable that a loss has been incurred and that loss is estimable. The amounts accrued are based on the full amount of the estimated loss before considering insurance proceeds, and do not include an estimate for legal fees expected to be incurred in connection with the loss contingency. The Company consistently accrues legal fees expected to be incurred in connection with loss contingencies as those fees are incurred by outside counsel as a period cost. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION In the first quarter of 2015, the Company began to disclose three global reportable segments as a result of changes in how the Company internally manages and reports the results of its businesses to its chief operating decision maker. On July 1, 2015, the Company completed the separation of its spine business, which was a reportable segment. See Note 3 - Discontinued Operations for additional information. Following the separation, the Company is disclosing two reportable segments. The two reportable segments and their activities are described below: • The Specialty Surgical Solutions segment includes (i) the Neurosurgery business, which sells a full line of products for neurosurgery and neuro critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment and (ii) the Instruments business, which sells more than 60,000 instrument patterns and surgical and lighting products to hospitals, surgery centers, and dental, podiatry, and veterinary offices. • The Orthopedics and Tissue Technologies segment includes such offerings as skin and wound repair, bone and joint fixation implants in the upper and lower extremities, bone grafts and nerve and tendon repair. The most notable change from the Company's financial statements for the year ended December 31, 2014 included in the Annual Report on Form 10-K is the integration of the former International reportable segment into the segments noted above as well as certain products from the Private Label segment into Orthopedics and Tissue Technologies. The Spine Private Label products were included in the separation of the spine business. The Corporate and other category includes (i) various legal, finance, information systems, executive, and human resource functions, (ii) brand management, and (iii) share-based compensation costs. Prior to the realignment, costs related to procurement, manufacturing operations and logistics for the Company's entire organization were not allocated to operating segments. In connection with the realignment, a portion of these costs have now been incorporated into the disclosed operating segments. The operating results of the various reportable segments as presented are not comparable to one another because (i) certain operating segments are more dependent than others on corporate functions for unallocated general and administrative and/or operational manufacturing functions, and (ii) the Company does not allocate certain manufacturing costs and general and administrative costs to the operating segment results. Net sales and profit by reportable segment for the years ended December 31, 2016 , 2015 and 2014 are as follows: Years Ended December 31, 2016 2015 2014 (In thousands) Segment Net Sales Specialty Surgical Solutions $ 632,524 $ 586,918 $ 554,872 Orthopedics and Tissue Technologies 359,551 295,816 241,845 Total revenues $ 992,075 $ 882,734 $ 796,717 Segment Profit Specialty Surgical Solutions $ 256,629 $ 242,479 $ 210,146 Orthopedics and Tissue Technologies 103,852 87,844 85,257 Segment profit 360,481 330,323 295,403 Amortization (13,862) (9,953) (6,810) Corporate and other (231,279 ) (240,783 ) (220,736 ) Operating income $ 115,340 $ 79,587 $ 67,857 The Company does not allocate any assets to the reportable segments, and, therefore, no asset information is reported to the chief operating decision maker and disclosed in the financial information for each segment. The Company attributes revenue to geographic areas based on the location of the customer. There are certain revenues managed by the various U.S. segments above that are generated from non-U.S. customers and therefore included in Europe and the Rest of World revenues below. Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below: United States* Europe Rest of the World Consolidated (In thousands) Total revenue, net: 2016 $ 765,608 $ 120,588 $ 105,879 $ 992,075 2015 680,824 103,057 98,853 882,734 2014 596,303 99,207 101,207 796,717 Total long-lived assets: 2016 $ 213,898 $ 18,970 $ 1,235 $ 234,103 2015 192,900 19,169 1,078 213,147 * Includes long-lived assets in Puerto Rico. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Acquisition of Derma Sciences Inc. On January 10, 2017, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Integra Derma, Inc., a newly formed, indirect wholly owned subsidiary of the Company ("Merger Sub"), and Derma Sciences, Inc., a Delaware corporation ("Derma Sciences"). Pursuant to the Merger Agreement, Merger Sub commenced a tender offer (the “Derma Tender Offer”) to purchase any and all of the issued and outstanding shares of: • Common stock, par value $0.01 per share, of Derma (the "Derma Common Share"), at a price of $7.00 per Common Share (the "Derma Common Share Offer Price"); • Series A Preferred Stock (as defined in the Merger Agreement) at a price of $32.00 per share of Series A Preferred Stock, which represents the Series A Liquidation Preference per share of Series A Preferred Stock (the “Derma Series A Offer Price”); and • Series B Preferred Stock (as defined in the Merger Agreement) at price of $48.00 per share of Series B Preferred Stock (the “Derma Series B Offer Price” and, together with the Derma Sciences Common Share Offer Price and the Derma Sciences Series A Offer Price, as applicable, the “Derma Offer Price”). The total acquisition price is approximately $207.6 million . As soon as practicable following acceptance for payment of the Derma Common Shares, Series A Preferred Stock and Series B Preferred Stock pursuant to the Derma Tender Offer, Merger Sub will be merged with and into the Company, on the terms and subject to the conditions set forth in the Merger Agreement (the “Derma Merger”), pursuant to Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”), with Derma surviving the Derma Merger as a wholly owned subsidiary of the Company. At the effective time of the Derma Merger (the “Effective Time”), each Derma Common Share or share of Company Preferred Stock (as defined in the Merger Agreement) not purchased in the Derma Tender Offer (other than Derma Common Shares or shares of Company Preferred Stock for which the holder thereof has properly demanded the appraisal of such shares in accordance with, and has complied in all respects with, the DGCL) will be converted into the right to receive an amount, in cash and without interest, equal to the applicable Derma Offer Price. Acquisition of Johnson & Johnson's Codman Neurosurgery Business On February 14, 2017, the Company entered into a binding offer letter (the “Offer Letter”) with DePuy Synthes, Inc., a Delaware corporation (“DePuy Synthes”) and wholly-owned subsidiary of Johnson & Johnson, pursuant to which the Company made a binding offer (the “Binding Offer”) to acquire certain assets, and assume certain liabilities, of Johnson & Johnson’s Codman neurosurgery business (the “Codman Neurosurgery Transaction”). The assets and liabilities subject to the proposed Codman Neurosurgery Transaction relate to the research, development, manufacture, marketing, distribution and sale of certain products used in connection with neurosurgery procedures (the “Codman Neurosurgery Business”). The purchase price for the Codman Neurosurgery Transaction is $1.0 billion , subject to adjustments set forth in the Purchase Agreement (as defined below) relating to the book value of inventory transferred to the Company at the closing of the Codman Neurosurgery Transaction, the book value of certain inventory retained by DePuy Synthes and the amount of certain prepaid taxes (as so adjusted, the “Purchase Price”). The Binding Offer expires on the earlier of (i) May 15, 2017 and (ii) the second business day after each of the employees’ representative bodies of DePuy Synthes and its affiliates in certain jurisdictions have concluded certain statutory information or consultation processes in connection with the Codman Neurosurgery Transaction (the “Specified Consultation Processes”). The Binding Offer can be extended by either party in certain circumstances to no later than August 14, 2017. Upon completion of the Specified Consultation Processes, the Company expects that DePuy Synthes will accept the Binding Offer by countersigning the asset purchase agreement attached to the Offer Letter (the “Purchase Agreement”). The Offer Letter provides that, until the Binding Offer is accepted or the Offer Letter is terminated, DePuy Synthes is prohibited from soliciting proposals from, negotiating or discussing with, or entering into an agreement with, third parties with respect to an alternative transaction relating to 25% or more of the assets of the Codman Neurosurgery Business. If DePuy Synthes does not accept the Binding Offer prior to its expiration, the Offer Letter requires DePuy Synthes to pay the Company $10.5 million as reimbursement for the Company’s expenses. The Offer Letter requires DePuy Synthes to pay a termination fee of $41.8 million if (i) the Company terminates the Offer Letter as a result of DePuy Synthes’s breach of its exclusivity obligations or (ii) any person has made an alternative proposal prior to the termination of the Binding Offer, DePuy Synthes fails to accept the Binding Offer and DePuy Synthes enters into a definitive agreement with respect to any alternative proposal within twelve months after the termination of the Offer Letter. The Company has obtained debt financing commitments (“Debt Commitments”) from Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A. and JPMorgan Chase Bank, N.A. The aggregate proceeds of Debt Commitments (the “Financing”) will be used by the Company (i) to pay the purchase price and (ii) to pay fees and expenses incurred by the Company in connection with the Transaction. The availability of the Financing is subject to the satisfaction of customary conditions. Interest Rate Swaps On February 6, 2017, the Company entered into an additional two separate interest rate swaps with two financial institutions with notional amounts of $50.0 million and $100 million . The interest rate swap derivative instruments have an effective date of June 30, 2017 and is used to manage its earnings and cash flow exposure to changes in interest rates covering a portion of its floating rate debt. This interest rate swaps expire on June 30, 2020. |
SELECTED QUARTERLY INFORMATION
SELECTED QUARTERLY INFORMATION - UNAUDITED | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |
SELECTED QUARTERLY INFORMATION - UNAUDITED | SELECTED QUARTERLY INFORMATION - UNAUDITED (In thousands, except per share data) Continuing Operations Net income Quarter Total revenue, net Gross margin Net income Per Share - Basic (1) Per Share - Diluted (1) Net income Per Share - Basic (1) Per Share - Diluted (1) 2016 First (2) $ 236,770 $ 151,997 $ 13,419 $ 0.18 $ 0.18 $ 13,419 $ 0.18 $ 0.18 Second 249,309 159,744 12,755 0.17 0.16 12,755 0.17 0.16 Third 250,332 161,003 20,144 0.27 0.25 20,144 0.27 0.25 Fourth 255,664 170,242 28,246 0.38 0.35 28,246 0.38 0.35 $ 992,075 $ 642,986 $ 74,564 $ 74,564 2015 First $ 202,534 $ 127,313 $ 11,732 $ 0.18 $ 0.18 $ 8,384 $ 0.13 $ 0.13 Second 212,673 137,422 12,020 0.18 0.18 4,998 0.08 0.08 Third 226,367 140,298 (31,881 ) (0.45 ) (0.45 ) (31,881 ) (0.45 ) (0.45 ) Fourth 241,160 151,159 14,980 0.20 0.20 14,980 0.20 0.20 $ 882,734 $ 556,192 $ 6,851 $ (3,519 ) (1) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts do not necessarily add to the annual amount because of differences in the weighted average common shares outstanding during each period principally due to the effect of the Company’s issuing shares of its common stock during the year. (2) The net income for first quarter of 2016 was restated to reflect the effect of the adoption of ASU 2016-09 in second quarter of 2016 of $1.8 million . The earning per share were also restated to reflect the adoption of ASU 2016-09 . |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Balance at Beginning of Period Charged to Costs and Expenses Deductions Balance at End of Period Description (In thousands) Year ended December 31, 2016: Allowance for doubtful accounts and sales returns and allowances $ 5,572 $ 2,009 $ (1,262 ) $ 6,319 Deferred tax assets valuation allowance 4,887 (1,228 ) (55 ) 3,604 Year ended December 31, 2015: Allowance for doubtful accounts and sales returns and allowances $ 5,659 $ 1,262 $ (1,349 ) $ 5,572 Deferred tax asset valuation allowance 6,772 80 (1,965 ) 4,887 Year ended December 31, 2014: Allowance for doubtful accounts and sales returns and allowances $ 5,126 2,211 (1,678 ) $ 5,659 Deferred tax asset valuation allowance 7,283 3 (514 ) 6,772 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis Of Presentation | BASIS OF PRESENTATION These financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and conform to Regulation S-X under the Securities Exchange Act of 1934, as amended. All references in these financial statements to number of shares of common stock, price per share and weighted average shares of common stock have been adjusted to reflect the two -for-one stock split that went into effect on December 21, 2016 (see below) on a retroactive basis for all periods presented, unless otherwise noted. |
Principles Of Consolidation | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All intercompany accounts and transactions are eliminated in consolidation. See Note 4, Acquisitions and Pro Forma Results , for details of new subsidiaries included in the consolidation. On July 1, 2015, the Company completed the distribution of 100% of the outstanding common shares of SeaSpine Holdings Corporation ("SeaSpine") to Integra shareholders who received one share of SeaSpine common stock for every three shares, on a pre-split basis, of Integra common stock held as of the close of business on the record date, June 19, 2015. The Company has classified the results of operations, cash flows, and related assets and liabilities of SeaSpine as discontinued operations for all periods presented in the Company's Form 10-K. Unless indicated otherwise, the information in the Notes to the consolidated financial statements relates to the Company's continuing operations. Refer to Note 3, Discontinued Operations , for additional information regarding the distribution. |
Use Of Estimates | USE OF ESTIMATES The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances, net realizable value of inventories, valuation of intangible assets and in-process research and development ("IPR&D"), amortization periods for acquired intangible assets, discount rates and estimated projected cash flows used to value and test impairments of long-lived assets and goodwill, estimates of projected cash flows, depreciation and amortization periods for long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of pension assets and liabilities, valuation of derivative instruments, valuation of the equity component of convertible debt instruments, and valuation of debt instruments and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results could differ from these estimates. |
Reclassifications | RECLASSIFICATIONS Certain amounts from the prior years' financial statements have been reclassified in order to conform to the current year's presentation. |
Cash And Cash Equivalents | CASH AND CASH EQUIVALENTS The Company considers all short-term, highly liquid investments purchased with original maturities of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. |
Restricted Cash And Cash Equivalents | RESTRICTED CASH AND CASH EQUIVALENTS Restricted cash and cash equivalents represents cash that is not available for use in our operations. |
Trade Accounts Receivable And Allowances For Doubtful Accounts Receivable | TRADE ACCOUNTS RECEIVABLE AND ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivables. The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where a specific customer is unable to meet its financial obligations to the Company, a provision to the allowances for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount that is reasonably expected to be collected. For all other customers, a provision to the allowances for doubtful accounts is recorded based on factors including the length of time the receivables are past due, the current business environment and the Company's historical experience. Provisions to the allowances for doubtful accounts are recorded to selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. |
Inventories | INVENTORIES Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or market. Inventories consisted of the following: December 31, 2016 2015 (In thousands) Finished goods $ 127,973 $ 125,869 Work in process 39,247 47,962 Raw materials 50,043 37,598 Total inventories, net $ 217,263 $ 211,429 At each balance sheet date, the Company evaluates inventories for excess quantities, obsolescence or shelf life expiration. This evaluation includes analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, a review of the shelf life expiration dates for products, as well as the feasibility of reworking or using excess or obsolete products or components in the production or assembly of other products that are not obsolete or for which there are not excess quantities in inventory. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value. The Company capitalizes inventory costs associated with certain products prior to regulatory approval, based on management's judgment of probable economic benefit. The Company could be required to expense previously capitalized costs related to pre-approval inventory upon a change in such judgment, due to, among other potential factors, a denial or delay of approval by necessary regulatory bodies or a decision by management to discontinue the related development program. |
Property, Plant And Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment charges. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements is capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred. The cost of computer software developed or obtained for internal use is accounted for in accordance with the Accounting Standards Codification 350-40, Internal-Use Software. |
Capitalized Interest | CAPITALIZED INTEREST The interest cost on capital projects, including facilities build-out and internal use software, is capitalized and included in the cost of the project. Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use. When no debt is incurred specifically for a project, interest is capitalized on project expenditures using the weighted average cost of the Company's outstanding borrowings. |
Goodwill And Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment at the reporting unit level annually, or more frequently if impairment indicators arise. The Company's assessment of the recoverability of goodwill is based upon a comparison of the carrying value of goodwill with its estimated fair value. The Company reviews goodwill for impairment annually as of July 31 and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. In the first quarter of 2015 the Company revised its reportable segments in connection with the realignment of its portfolio. The change in reportable segments resulted in three reportable segments with four underlying reporting units: Specialty Surgical Solutions Instruments, Specialty Surgical Solutions Neurosurgery, Spine, and Orthopedics and Tissue Technologies. Refer to Note 13 - Segment and Geographic Information for more information on the change in reportable segments. On July 1, 2015, the Company completed the separation of its spine business, which also represented a reporting unit. See Note 3 - Discontinued Operations for additional information. Following the separation, the Company has three remaining underlying reporting units. The Company estimated the fair value of the remaining three reporting units using a discounted cash flow model, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty. Inputs used to fair value the Company's reporting units are considered inputs of the fair value hierarchy. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. The key assumptions impacting the valuation included the following: • The reporting unit's financial projections, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company's strategic objectives and future growth plans. • The projected terminal value for the reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis. The terminal value reflects the Company's assumptions related to long-term growth rates and profitability, which are based on several factors, including local and macroeconomic variables, market opportunities, and future growth plans. • The discount rate used to measure the present value of the projected future cash flows is set using a weighted-average cost of capital method that considers market and industry data as well as the Company's specific risk factors that are likely to be considered by a market participant. The weighted-average cost of capital is the Company's estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. Given the excess of the Specialty Surgical Solutions Instruments, Specialty Surgical Solutions Neurosurgery, and Orthopedics and Tissue Technologies estimated fair values over their carrying values after the reallocation of goodwill, no impairment was recognized. The goodwill assigned to the Spine reporting unit was impaired during the first quarter of 2015 and the impairment charge has been presented in the Company's discontinued operations. In addition to the goodwill impairment testing performed in conjunction with the change in reportable segments, the Company performed its annual goodwill impairment test as of July 31, 2016. In reviewing goodwill for impairment, the Company has the option - for any or all of its reporting units that carry goodwill - to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not (i.e. greater than 50%) that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, the Company is then required to perform the two-step quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to step one of the two-step quantitative impairment test. The ultimate outcome of the goodwill impairment review for a reporting unit should be the same whether the Company chooses to perform the qualitative assessment or proceeds directly to the two-step quantitative impairment test. The Company elected to perform a qualitative analysis for its three reporting units as of July 31, 2016. The Company determined, after performing qualitative analysis, that there was no evidence that it is more likely than not that the fair value of any identified reporting unit was less that the carrying amounts, therefore, it was not necessary to proceed to 2-Step goodwill impairment test. Changes in the carrying amount of goodwill in 2016 and 2015 were as follows: Specialty Surgical Solutions Orthopedics and Tissue Technologies Total (In thousands) Goodwill at December 31, 2015 $ 284,976 $ 227,413 $ 512,389 TEI acquisition working capital adjustment — (174 ) (174 ) Foreign currency translation and other (618 ) (1,026 ) (1,644 ) Balance, December 31, 2016 $ 284,358 $ 226,213 $ 510,571 When the Company acquires a business, the assets acquired, including IPR&D, and liabilities assumed are recorded at their respective fair values as of the acquisition date. The Company's policy defines IPR&D as the fair value of those projects for which the related products have not received regulatory approval and have no alternative future use. Determining the fair value of intangible assets, including IPR&D, acquired as part of a business combination requires the Company to make significant estimates. These estimates include the amount and timing of projected future cash flows, the discount rate used to discount those cash flows to present value, the assessment of the asset’s life cycle, and the consideration of legal, technical, regulatory, economic, and competitive risks. The fair value assigned to other intangible assets, including IPR&D, is determined by estimating the future cash flows of each project or technology and discounting the net cash flows back to their present values. The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. IPR&D acquired in a business combination is capitalized as an indefinite-lived intangible asset. Development costs incurred after the acquisition are expensed as incurred. Upon receipt of regulatory approval, the indefinite-lived intangible asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis or accelerated basis, as appropriate, over its estimated useful life. If the R&D project is subsequently abandoned, the indefinite-lived intangible asset is charged to expense. IPR&D acquired outside of a business combination is expensed immediately. Due to the uncertainty associated with R&D projects, there is risk that actual results will differ materially from the original cash flow projections and that the R&D project will result in a successful commercial product. The risks associated with achieving commercialization include, but are not limited to, delay or failure to obtain regulatory approvals to conduct clinical trials, delay or failure to obtain required market clearances, delays or issues with patent issuance, or validity and litigation. Other intangible assets include patents, trademarks, purchased technology, and supplier and customer relationships. Identifiable intangible assets are initially recorded at fair market value at the time of acquisition generally using an income or cost approach. The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets and amortizes those costs over their expected useful lives. The components of the Company's identifiable intangible assets were as follows: Weighted Average Life December 31, 2016 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 17 years $ 479,964 $ (94,991 ) $ 384,973 Customer relationships 12 years 152,335 (77,005 ) 75,330 Trademarks/brand names (2) 30 years 90,507 (19,158 ) 71,349 Supplier relationships 27 years 34,721 (13,664 ) 21,057 All other (1) 5 years 10,806 (2,340 ) 8,466 $ 768,333 $ (207,158 ) $ 561,175 Weighted Average Life December 31, 2015 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 17 years $ 480,684 $ (67,978 ) $ 412,706 Customer relationships 12 years 153,246 (68,811 ) 84,435 Trademarks/brand names (2) 30 years 90,837 (16,374 ) 74,463 Supplier relationships 27 years 34,721 (12,236 ) 22,485 All other (1) 5 years 10,958 (1,307 ) 9,651 $ 770,446 $ (166,706 ) $ 603,740 (1) At December 31, 2016 and 2015 , all other included IPR&D of $1.0 million , which was indefinite-lived. (2) In August 2015, the Company reevaluated the Miltex, CUSA, Luxtec, and Omni-Tract trade names and determined that they are no longer indefinite-lived intangible assets. The Company assigned remaining useful lives ranging from 20 to 30 years, consistent with other trademarks/brand names, and began amortization. The Company performs its assessment of the recoverability of indefinite-lived intangible assets annually during the third quarter, or more frequently as impairment indicators arise, and it is based upon a comparison of the carrying value of such assets to their estimated fair values. |
Long-Lived Assets | LONG-LIVED ASSETS Long-lived assets held and used by the Company, including property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets to be held and used, a recoverability test is performed using projected undiscounted net cash flows applicable to the long-lived assets. If an impairment exists, the amount of such impairment is calculated based on the estimated fair value of the asset. Impairments to long-lived assets to be disposed of are recorded based upon the difference between the carrying value and the fair value of the applicable assets. |
Integra Foundation | INTEGRA FOUNDATION The Company may periodically make contributions to the Integra Foundation, Inc. The Integra Foundation was incorporated in 2002 exclusively for charitable, educational, and scientific purposes and qualifies under IRC 501(c)(3) as an exempt private foundation. Under its charter, the Integra Foundation engages in activities that promote health, the diagnosis and treatment of disease, and the development of medical science through grants, contributions and other appropriate means. The Integra Foundation is a separate legal entity and is not a subsidiary of the Company; therefore, its results are not included in these consolidated financial statements. |
Derivatives | DERIVATIVES The Company develops, manufactures, and sells medical devices globally, and its earnings and cash flows are exposed to market risk from changes in interest rates and currency exchange rates. The Company addresses these risks through a risk management program that includes the use of derivative financial instruments, and operates the program pursuant to documented corporate risk management policies. All derivative financial instruments are recognized in the financial statements at fair value in accordance with the authoritative guidance. Under the guidance, for those instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation, based on the exposure being hedged. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company's derivative instruments do not subject its earnings or cash flows to material risk, and gains and losses on these derivatives generally offset losses and gains on the item being hedged. The Company has not entered into derivative transactions for speculative purposes and from time to time, the Company may enter into derivatives that are not designated as hedging instruments in order to protect itself from currency volatility due to intercompany balances. All derivative instruments are recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments, using the framework prescribed by the authoritative guidance, by considering the estimated amount the Company would receive to sell or transfer these instruments at the reporting date and by taking into account: expected forward interest rates, currency exchange rates, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company utilizes a discounted cash flow model to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The Company has classified all of its derivative assets and liabilities within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of its derivative instruments. The Company classifies derivatives that meet the definition of hedges in the same category as the item being hedged for cash flow presentation purposes. |
Foreign Currency | FOREIGN CURRENCY All assets and liabilities of foreign subsidiaries which have a functional currency other than the U.S. dollar are translated at the rate of exchange at year-end, while elements of the income statement are translated at the average exchange rates in effect during the year. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss). These currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in non-U.S. subsidiaries. Foreign currency transaction gains and losses are reported in other income (expense), net. |
Income Taxes | INCOME TAXES Income taxes are accounted for by using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. Reserves are established for positions that don't meet this recognition threshold. The reserve is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. These reserves are classified as long-term liabilities in the consolidated balance sheets of the Company. The Company also records interest and penalties accrued in relation to uncertain tax benefits as a component of income tax expense. While the Company believes it has identified all reasonably identifiable exposures and the reserve it has established for identifiable exposures is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause the Company to either materially increase or reduce the carrying amount of its tax reserve. The Company continues to indefinitely reinvest substantially all of its foreign earnings. The current analysis indicates that the Company has sufficient U.S. liquidity, including borrowing capacity, to fund foreseeable U.S. cash needs without requiring the repatriation of foreign cash. |
Revenue Recognition | REVENUE RECOGNITION Total revenues, net, include product sales, product royalties and other revenues, such as fees received under research, licensing, distribution arrangements, research grants, and technology-related royalties. Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred; title and risk of loss have passed to the customer, there is a fixed or determinable sales price, and collectability of that sales price is reasonably assured. For product sales, the Company's stated terms are primarily FOB shipping point and with most customers, title and risk of loss pass to the customer at that time. With certain United States customers, the Company retains risk of loss until the customers receive the product, and in those situations, the Company recognizes revenue upon receipt by the customer. A portion of the Company's product revenue is generated from consigned inventory maintained at hospitals and distributors, and also from inventory physically held by field sales representatives. For these types of products sales, the Company retains title until receiving appropriate notification that the product has been used or implanted, at which time revenue is recognized. Each revenue transaction is evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. There are generally no significant customer acceptance or other conditions that prevent the Company from recognizing revenue in accordance with its delivery terms. In certain cases, where the Company has performance obligations that are significant to the functionality of the product, the Company recognizes revenue upon fulfillment of its obligation. Sales invoices issued to customers contain the Company's price for each product or service. The Company performs a review of each specific customer's credit worthiness and ability to pay prior to accepting them as a customer. Further, the Company performs periodic reviews of its customers' status prospectively. The Company records a provision for estimated returns and allowances on revenues in the same period as the related revenues are recorded. These estimates are based on historical sales returns and discounts and other known factors. The provisions are recorded as a reduction to revenues. The Company's return policy, as set forth in its product catalogs and sales invoices, requires the Company to review and authorize the return of product in advance. Upon authorization, a credit will be issued for goods returned within a set amount of days from shipment, which is generally ninety days. Product royalties are estimated and recognized in the same period that the royalty-based products are sold by the Company's strategic partners. The Company estimates and recognizes royalty revenue based upon communication with licensees, historical information and expected sales trends. Differences between actual revenues and estimated royalty revenues are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant. Other operating revenues may include fees received under research, licensing, and distribution arrangements, technology-related royalties and research grants. Non-refundable fees received under research, licensing and distribution arrangements or for the licensing of technology are recognized as revenue when received if the Company has no continuing obligations to the other party. For those arrangements where the Company has continuing performance obligations, revenue is recognized using the lesser of the amount of non-refundable cash received or the result achieved using the proportional performance method of accounting based upon the estimated cost to complete these obligations. Research grant revenue is recognized when the related expenses are incurred. |
Shipping And Handling Fees And Costs | SHIPPING AND HANDLING FEES AND COSTS Amounts billed to customers for shipping and handling are included in revenues. The related shipping and freight charges incurred by the Company are included in cost of goods sold. |
Product Warranties | PRODUCT WARRANTIES Certain of the Company's medical devices, including monitoring systems and neurosurgical systems, are reusable and are designed to operate over long periods of time. These products are sold with warranties which may extend for up to two years from date of purchase. The Company accrues estimated product warranty costs at the time of sale based on historical experience. Any additional amounts are recorded when such costs are probable and can be reasonably estimated. |
Research And Development | RESEARCH AND DEVELOPMENT Research and development costs, including salaries, depreciation, consultant and other external fees, and facility costs directly attributable to research and development activities, are expensed in the period in which they are incurred. |
Employee Termination Benefits And Other Exit-Related Costs | EMPLOYEE TERMINATION BENEFITS AND OTHER EXIT-RELATED COSTS The Company does not have a written severance plan, and it does not offer similar termination benefits to affected employees in all restructuring initiatives. Accordingly, in situations where minimum statutory termination benefits must be paid to the affected employees, the Company records employee severance costs associated with these restructuring activities in accordance with the authoritative guidance for non-retirement post-employment benefits. Charges associated with these activities are recorded when the payment of benefits is probable and can be reasonably estimated. In all other situations where the Company pays out termination benefits, including supplemental benefits paid in excess of statutory minimum amounts and benefits offered to affected employees based on management's discretion, the Company records these termination costs in accordance with the authoritative guidance for ASC Topic 712 Compensation-Nonretirement Benefits and ASC Topic 420 One-time Employee Termination Benefits . The timing of the recognition of charges for employee severance costs other than minimum statutory benefits depends on whether the affected employees are required to render service beyond their legal notification period in order to receive the benefits. If affected employees are required to render service beyond their legal notification period, charges are recognized ratably over the future service period. Otherwise, charges are recognized when management has approved a specific plan and employee communication requirements have been met. For leased facilities and equipment that have been abandoned, the Company records estimated lease losses based on the fair value of the lease liability, as measured by the present value of future lease payments subsequent to abandonment, less the present value of any estimated sublease income on the cease-use date. For owned facilities and equipment that will be disposed of, the Company records impairment losses based on fair value less costs to sell. The Company also reviews the remaining useful life of long-lived assets following a decision to exit a facility and may accelerate depreciation or amortization of these assets, as appropriate. |
Amendment to the Certificate of Incorporation and Stock Split | AMENDMENT TO THE CERTIFICATE OF INCORPORATION AND STOCK SPLIT On October 25, 2016, the Board of Directors recommended, subject to stockholder approval, an Amendment to the Company’s Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of common stock from 60.0 million shares to 240.0 million shares with $0.01 per share par value, for the purpose of, among other things, affecting a two -for-one stock split. The Stockholders approved the amendment on its special Stockholders Meeting on December 21, 2016 and the Company filed a certificate of amendment to the amended and restated certificate of incorporation to effect the increase in authorized share of common stock and the two -for-one-stock split. Stockholders of record, as of the close of markets on December 21, 2016, became entitled to receive one additional share of common stock for each share held. The shares were distributed on January 3, 2017. No fractional shares of common stock were issued as a result of the two -for-one stock split. The adjusted stock price was reflected on the NASDAQ stock market on January 4, 2017. The shares of common stock retained a par value of $0.01 per share. Accordingly, the stockholders' equity reflects the stock split by reclassifying from "Additional paid-in capital" to "Common stock" in an amount equal to the par value of the increased shares resulting from the stock split. All share and per share amounts of common stock contained in the Company's financial statements have been restated for all periods to give retroactive effect to the stock split. |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company applies the authoritative guidance for stock-based compensation. This guidance requires companies to recognize the expense related to the fair value of their stock-based compensation awards. Stock-based compensation expense for stock option awards granted after January 1, 2006 was based on the fair value on the grant date using the binomial distribution model. The Company recognized compensation expense for stock option awards, restricted stock awards, performance stock awards and contract stock awards on a ratable basis over the requisite service period of the award. The long form method was used in the determination of the windfall tax benefit in accordance with the guidance. |
Pension Benefits | PENSION BENEFITS A defined benefit pension plan covers former employees in Germany. Various factors are considered in determining the pension liability, including the number of employees expected to be paid their salary levels and years of service, the expected return on plan assets, the discount rate used to determine the benefit obligations, the timing of benefit payments and other actuarial assumptions. If the actual results and events for the pension plans differ from current assumptions, the benefit obligation may be over or under valued. Retirement benefit plan assumptions are reassessed on an annual basis or more frequently if changes in circumstances indicate a re-evaluation of assumptions are required. The key benefit plan assumptions are the discount rate and expected rate of return on plan assets. The discount rate is based on average rates on bonds that matched the expected cash outflows of the benefit plans. The expected rate of return is based on historical and expected returns on the various categories of plan assets. |
Concentration Of Credit Risk | CONCENTRATION OF CREDIT RISK Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, which are held at major financial institutions, investment-grade marketable debt securities and trade receivables. The Company's products are sold on an uncollateralized basis and on credit terms based upon a credit risk assessment of each customer. A portion of the Company's trade receivables to customers outside the United States includes sales to foreign distributors, who then sell to government owned or supported healthcare systems. |
Recently Issued and Adopted Accounting Standards | RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS In May 2014, the FASB issued Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised 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. To achieve that core principle, an entity should: 1) identify the contract(s) with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. This update will become effective for all annual periods and interim reporting period beginning after December 15, 2017. Early adoption as of January 1, 2017 is permitted. The Company will adopt this standard on January 1, 2018. The Company expects to apply the full retrospective method of adoption. The Company has developed a project plan to assess the potential impact of the standard and has evaluated a sampling of significant contracts. The Company has not yet reached a conclusion as to how the adoption of the standard will impact the Company's financial position, results of operations and cash flows. In June 2014, the FASB issued Update No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (Topic 718) . The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This update became effective for annual reporting periods beginning after December 15, 2015. The Company adopted this guidance effective January 1, 2016 on a prospective basis. The implementation of the amended guidance did not have a material impact on the Company's consolidated financial position or results of operations. In August 2014, the FASB issued Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The amendment requires management to evaluate, for each annual and interim reporting period, whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued. If substantial doubt is raised, additional disclosures around management’s plan to alleviate these doubts are required. This update became effective for all annual periods and interim reporting periods ending after December 15, 2016. The Company adopted the new guidance for the year ended December 31, 2016. The Company performed the evaluation required by the standard and did not identify any conditions or events that raise a substantial doubt about the Company's ability to continue as a going concern within one year from the issuance of these financial statements. In April 2015, the FASB issued Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs . The amendment requires that all costs incurred to issue certain debt be presented in the balance sheet as a direct deduction from the carrying value of the debt. The new standard is limited to the presentation of debt issuance costs and does not affect the recognition or measurement of debt issuance costs. This update became effective for all annual periods and interim reporting periods beginning after December 15, 2015. The Company adopted this guidance effective January 1, 2016 on a retrospective basis. The implementation of the amended guidance did not have a material impact on the consolidated results of operations and resulted in a reclassification of a portion of the debt issuance costs from other long-term assets to long-term debt. In July 2015, the FASB issued Update No. 2015-11, Simplifying the Measurement of Inventory . The amendment requires an entity to measure inventory that is within the scope of this amendment at the lower of cost and net realizable value. Existing impairment models will continue to be used for inventories that are accounted for using the last-in first-out (“LIFO”) method. The ASU requires prospective adoption for inventory measurements for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years for public business entities. Early adoption is permitted. The implementation of the amended guidance is not expected to have a material impact on the consolidated financial position or results of operations. In August 2015, the FASB issued Update No. 2015-15, Interest - Imputation of Interest . The amendment requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. The guidance in ASU No. 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within ASU No. 2015-03 for debt issuance costs related to line-of-credit arrangements, the SEC staff indicated that it would not object to an entity's deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This update became effective for all annual periods and interim reporting periods beginning after December 15, 2015. The Company adopted this guidance effective January 1, 2016 on a retrospective basis. The implementation of the amended guidance did not have a material impact on the consolidated financial position or results of operations. In September 2015, the FASB issued Update No. 2015-16, Simplifying the Accounting for Measurement-Period Adjustments . The amendment 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. This update also requires an entity to present separately in the income statement or disclose in the notes, the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This update became effective for all annual periods and interim reporting periods beginning after December 15, 2015. The new standard must be applied prospectively to adjustments to provisional amounts that occur after the effective date. The Company adopted this guidance effective January 1, 2016. The implementation of the amended guidance did not have a material impact on the consolidated results of operations or disclosures in the financial statements. In February 2016, the FASB issued Update No. 2016-02, Leases (Topic 842) . Under current accounting guidance an entity is not required to report operating leases on the balance sheet. The amendment requires that lessees recognize virtually all of their leases on the balance sheet, by recording a right-of-use asset and lease liability (other than leases that meet the definition of a "short-term lease"). This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2018. The new standard must be adopted using a modified retrospective transition. Early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its financial statements. In March 2016, the FASB issued Update No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718) (ASU 2016-09) , which simplifies several aspects of the accounting for share-based payment. Under current accounting guidance an entity is required to report excess tax benefits and tax deficiencies, to the extent of previous windfalls, in equity when an award is settled. A tax benefit currently only is recognized when it is realized. Excess tax benefits at settlements were reported as cash inflows from financing activities. The amendment requires that an entity present all excess tax benefits and all tax deficiencies as income tax expense or benefit in the statement of operations to be applied using a prospective transition method. Related tax effects of share-based payment settlements are to be presented as cash inflows from operating activities with a transition method of either a prospective or retrospective transition method. The amendment also removes the requirement to delay recognition of an excess tax benefit until the tax benefit is realized. A modified retrospective transition method must be applied for this provision of amendment. ASU 2016-09 allows the Company to elect to account for forfeitures either based on an estimate of the number of awards for which the requisite service period is not expected to be rendered with a true-up for actual forfeitures or to account for forfeitures as they occur. The amendment also requires cash outflows attributable to tax withholdings on the net settlement of equity-classified awards to be classified in financing cash flows, with any changes to be applied retrospectively. ASU 2016-09 is effective for all annual periods and interim reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company elected to early adopt ASU 2016-09 during 2016, which requires any adjustments to be reflected as of January 1, 2016, the beginning of the annual period that includes the interim period of adoption. The Company elected to account for forfeitures as they occur. The impact in retained earnings as of December 31, 2015 from this provision was not significant. Amendments related to accounting for excess tax benefits have been adopted prospectively, resulting in recognition of excess tax benefits against income tax expenses rather than additional paid-in capital of $3.8 million for the years ended December 31, 2016. Amendments related to the condensed consolidated statement of cash flows have been adopted retrospectively. As a result of this adoption, net cash provided by operating activities increased by $8.8 million , $10.4 million and $4.1 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Net cash provided by financing activities decreased by $8.8 million , $10.4 million and $4.1 million for the years ended December 31, 2016, 2015 and 2014, respectively. In August 2016, the FASB issued Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . The guidance addresses the classification of cash flows related to debt repayment or extinguishment costs, settlement of zero-coupon debt instruments or debt instruments with coupon rate that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after business combination, proceeds from the settlement of insurance claims and corporate-owned life insurance, distribution received from equity method investees and beneficial interest in securitization transaction. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its financial statements. In October 2016, the FASB issued Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory . The guidance requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized as current period income tax expense or benefit and removes the requirement to defer and amortize the consolidated tax consequences of intra-entity transfers. The new standard will be effective for all annual periods beginning after December 15, 2017. Early adoption is permitted. The Company is in the process of evaluating impact of this standard on its financial statements. In January 2017, the FASB issued Update 2017-04, Simplifying the Test for Goodwill Impairment . The standard eliminates the second step in the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is in the process of evaluating impact of this standard on its financial statements. In January 2017, the FASB issued Update No. 2017-01, Business Combinations . The standard provides guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance provides a screen to determine when an integrated set of assets and activities (a “set”) does not qualify to be a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in an identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business. If the screen is not met, the guidance requires a set of assets and activities to be considered a business to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs and removes the evaluation as to whether a market participant could replace the missing elements. The new standard will be effective for all annual periods beginning after December 15, 2017. Early adoption is permitted. The Company is in the process of evaluating impact of this standard on its financial statements. There are no other recently issued accounting pronouncements that are expected to have a material effect on the Company's financial position, results of operations or cash flows. |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule Of Inventories, Net | Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or market. Inventories consisted of the following: December 31, 2016 2015 (In thousands) Finished goods $ 127,973 $ 125,869 Work in process 39,247 47,962 Raw materials 50,043 37,598 Total inventories, net $ 217,263 $ 211,429 |
Schedule Of Property, Plant And Equipment Balances And Corresponding Lives | Property, plant and equipment balances and corresponding lives were as follows: December 31, 2016 2015 Useful Lives (In thousands) Land $ 2,147 $ 2,189 Buildings and building improvements 17,677 17,611 5-40 years Leasehold improvements 82,432 75,575 1-20 years Machinery and production equipment 103,818 103,083 3-20 years Surgical instrument kits 19,871 15,916 4-5 years Information systems and hardware 111,145 93,742 1-7 years Furniture, fixtures, and office equipment 16,896 15,010 1-15 years Construction-in-progress 59,222 50,571 Total 413,208 373,697 Less: Accumulated depreciation (190,839 ) (168,516 ) Property, plant and equipment, net $ 222,369 $ 205,181 |
Schedule Of Changes In Carrying Amount Of Goodwill | Changes in the carrying amount of goodwill in 2016 and 2015 were as follows: Specialty Surgical Solutions Orthopedics and Tissue Technologies Total (In thousands) Goodwill at December 31, 2015 $ 284,976 $ 227,413 $ 512,389 TEI acquisition working capital adjustment — (174 ) (174 ) Foreign currency translation and other (618 ) (1,026 ) (1,644 ) Balance, December 31, 2016 $ 284,358 $ 226,213 $ 510,571 |
Schedule of Finite-Lived Intangible Assets | The components of the Company's identifiable intangible assets were as follows: Weighted Average Life December 31, 2016 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 17 years $ 479,964 $ (94,991 ) $ 384,973 Customer relationships 12 years 152,335 (77,005 ) 75,330 Trademarks/brand names (2) 30 years 90,507 (19,158 ) 71,349 Supplier relationships 27 years 34,721 (13,664 ) 21,057 All other (1) 5 years 10,806 (2,340 ) 8,466 $ 768,333 $ (207,158 ) $ 561,175 Weighted Average Life December 31, 2015 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 17 years $ 480,684 $ (67,978 ) $ 412,706 Customer relationships 12 years 153,246 (68,811 ) 84,435 Trademarks/brand names (2) 30 years 90,837 (16,374 ) 74,463 Supplier relationships 27 years 34,721 (12,236 ) 22,485 All other (1) 5 years 10,958 (1,307 ) 9,651 $ 770,446 $ (166,706 ) $ 603,740 (1) At December 31, 2016 and 2015 , all other included IPR&D of $1.0 million , which was indefinite-lived. (2) In August 2015, the Company reevaluated the Miltex, CUSA, Luxtec, and Omni-Tract trade names and determined that they are no longer indefinite-lived intangible assets. The Company assigned remaining useful lives ranging from 20 to 30 years, consistent with other trademarks/brand names, and began amortization. |
Schedule of Indefinite-Lived Intangible Assets | The components of the Company's identifiable intangible assets were as follows: Weighted Average Life December 31, 2016 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 17 years $ 479,964 $ (94,991 ) $ 384,973 Customer relationships 12 years 152,335 (77,005 ) 75,330 Trademarks/brand names (2) 30 years 90,507 (19,158 ) 71,349 Supplier relationships 27 years 34,721 (13,664 ) 21,057 All other (1) 5 years 10,806 (2,340 ) 8,466 $ 768,333 $ (207,158 ) $ 561,175 Weighted Average Life December 31, 2015 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 17 years $ 480,684 $ (67,978 ) $ 412,706 Customer relationships 12 years 153,246 (68,811 ) 84,435 Trademarks/brand names (2) 30 years 90,837 (16,374 ) 74,463 Supplier relationships 27 years 34,721 (12,236 ) 22,485 All other (1) 5 years 10,958 (1,307 ) 9,651 $ 770,446 $ (166,706 ) $ 603,740 (1) At December 31, 2016 and 2015 , all other included IPR&D of $1.0 million , which was indefinite-lived. (2) In August 2015, the Company reevaluated the Miltex, CUSA, Luxtec, and Omni-Tract trade names and determined that they are no longer indefinite-lived intangible assets. The Company assigned remaining useful lives ranging from 20 to 30 years, consistent with other trademarks/brand names, and began amortization. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Balance Sheet and Income Statement of Disposal Group | The following table presents Integra's spine business assets and liabilities removed from the consolidated balance sheet as of July 1, 2015: July 1, 2015 (in thousands) Assets: Cash $ 47,178 Accounts receivable 20,856 Inventory 49,425 Other current assets 13,411 Current assets of discontinued operations 130,870 Property, plant, and equipment, net 21,093 Intangible assets, net 43,122 Other assets 4,465 Non-current assets of discontinued operations 68,680 Total assets of discontinued operations $ 199,550 Liabilities: Accounts payable $ 7,072 Accrued compensation 5,964 Accrued expenses and other current liabilities 3,361 Current liabilities of discontinued operations 16,397 Deferred tax liabilities 13,331 Other liabilities 2,593 Long-term liabilities of discontinued operations 15,924 Total liabilities of discontinued operations $ 32,321 The following table summarizes results from discontinued operations of SeaSpine included in the consolidated statement of operations: Years Ended December 31, 2015 2014 (in thousands) Total revenue $ 65,775 $ 137,808 Costs and expenses 80,618 140,124 Operating loss (14,843 ) (2,316 ) Other expense, net (766 ) (271 ) Loss from discontinued operations before tax (15,609 ) (2,587 ) Benefit for income taxes (5,239 ) (296 ) Loss from discontinued operations $ (10,370 ) $ (2,291 ) |
ACQUISITIONS AND PRO FORMA RE30
ACQUISITIONS AND PRO FORMA RESULTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following summarizes the allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Inventory $ 2,688 Property, plant, and equipment 1,453 Intangible assets: Life: Ankle product family 3,210 11 years Toe product family 460 10 years Total assets acquired 7,811 Deferred tax liability 700 Net assets acquired $ 7,111 The following summarizes the allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Inventory $ 1,143 Property, plant and equipment 669 Other current assets 11 Intangible assets: Wtd. Avg. Life: Supplier Contracts 4,981 2 - 13 Years Goodwill 9,665 Total assets acquired 16,469 Accrued expenses and other liabilities acquired 802 Deferred tax liability 1,564 Net assets acquired $ 14,103 The following summarizes the allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Cash $ 1,241 Accounts receivable, net 9,011 Inventory 23,223 Property, plant, and equipment 2,027 Income tax receivable 5,135 Other current assets 2,670 Intangible assets: Wtd. Avg. Life: Developed technology 167,400 14 - 16 Years Contractual relationships 51,345 11 - 14 Years Leasehold interest 69 Goodwill 147,704 Total assets acquired 409,825 Accrued expenses and other liabilities 9,732 Deferred tax liabilities 87,908 Net assets acquired $ 312,185 |
Schedule of Assets Acquired and Liabilities Assumed | The following summarizes the final allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Inventory deposit $ 4,000 Property, plant, and equipment 438 Intangible assets: Wtd. Avg. Life: Technology product rights 239,800 3 - 20 Years Other 400 Deferred tax assets - long term 12 Goodwill 105,331 Total assets acquired 349,981 Contingent supply liability 5,891 Other 731 Deferred tax liabilities - long term 87,464 Net assets acquired $ 255,895 The following summarizes the final allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Inventory $ 4,800 Property, plant, and equipment 1,246 Intangible assets: Wtd. Avg. Life: Technology product rights 20,590 8 - 14 Years In-process research and development 190 Indefinite Goodwill 732 Net assets acquired $ 27,558 The following summarizes the final allocation of the purchase price as of December 31, 2016 based on the fair value of the assets acquired and liabilities assumed: Purchase Price Allocation (Dollars in thousands) Cash $ 2,195 Inventory 3,155 Prepaid expenses 620 Property, plant, and equipment 3,675 Other current assets 5,025 Intangible assets: Wtd. Avg. Life: Trade name 11,990 20 years Technology 4,580 15 - 16 Years Customer relationships 18,130 12 - 16 Years Goodwill 16,607 Total assets acquired 65,977 Accounts payable and other liabilities 5,910 Net assets acquired $ 60,067 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | A reconciliation of the opening balances to the closing balances of these Level 3 measurements is as follows (in thousands): Location in Statement of Operations Balance as of January 1, 2016 $ 21,831 Loss from decrease in fair value of contingent consideration liability 205 Selling, general and administrative Fair value at December 31, 2016 $ 22,036 |
Pro Forma Financial Information, Summary of Results of Operations | Year Ended December 31, 2016 2015 2014 (As reported) (Pro forma) (Pro forma) (In thousands except per share amounts) Total revenue from continuing operations $ 992,075 $ 940,089 $ 921,998 Net income from continuing operations $ 74,564 $ 10,749 $ 40,721 Net income from continuing operations per share: Basic $ 1.00 $ 0.14 $ 0.56 |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis | A reconciliation of the opening balance to the closing balance of these Level 3 measurement is as follows (in thousands): Supply Agreement Liability - Current Supply Agreement Liability - Long-term Above Market Supply Agreement Liability Location in Statement of Operations Balance as of January 1, 2016 $ 1,991 $ 161 $ 931 Payments (2,000 ) — (47 ) Transfer 161 (161 ) — Loss from increase in fair value 14 — 1,083 Selling, general and administrative Other — — 681 Goodwill Balance as of December 31, 2016 $ 166 $ — $ 2,648 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt | Contractual repayments of the term loan are due as follows: Year Ended December 31, Principal Repayment (In thousands) 2017 $— 2018 25,000 2019 25,000 2020 37,500 2021 412,500 |
Components of Interest Expense | The interest expense components of the Company’s convertible notes are as follows: Years Ended December 31, 2016 2015 2014 (In thousands) 2016 Convertible Notes: Amortization of the discount on the liability component (1) $ 8,073 $ 7,917 $ 7,104 Cash interest related to the contractual interest coupon (2) 3,407 3,430 3,342 Total $ 11,480 $ 11,347 $ 10,446 (1) The amortization of the discount on the liability component of the 2016 Convertible Notes is presented net of capitalized interest of $0.3 million , $0.6 million , and $0.9 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. (2) The cash interest related to the contractual interest coupon on the 2016 Convertible Notes is presented net of capitalized interest of $0.1 million , $0.3 million , and $0.4 million for the years ended December 31, 2016 , 2015 , and 2014 , respectively. |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Value in Balance Sheet for Derivatives Designated as Hedging Instruments | The following table summarizes the fair value and presentation in the consolidated balance sheet for derivatives designated as hedging instruments as of December 31, 2016 : December 31, Location on Balance Sheet (1) : (In thousands) Derivatives designated as hedges — Assets: Interest rate swap — Prepaid expenses and other current assets (2) $ 242 Interest rate swap — Other assets 1,629 Total Derivatives designated as hedges — Assets $ 1,871 (1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months. (2) At December 31, 2016 the total notional amount related to the Company’s three interest rate swaps was $150.0 million |
Effect of Derivative Instruments Designated as Cash Flow Hedges on Statements of Operations | The following presents the effect of derivative instruments designated as cash flow hedges on the accompanying consolidated statements of operations during the years ended December 31, 2016 and 2015 : Balance in AOCI Beginning of Year Amount of Gain (Loss) Recognized in AOCI- (Effective Portion) Amount of Gain (Loss) Reclassified from AOCI into Earnings-(Effective Portion) Balance in AOCI End of Year Location in Statements of Operations (In thousands) Year Ended December 31, 2016 Interest rate swap $ — $ 1,871 $ — $ 1,871 $ — $ 1,871 $ — $ 1,871 Year Ended December 31, 2015 Interest rate swap (898 ) (25 ) (923 ) — Interest (expense) $ (898 ) $ (25 ) $ (923 ) $ — |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary Of Employee Stock-Based Compensation Expense | Stock-based compensation expense - all related to employees and members of the Board of Directors - recognized under the authoritative guidance was as follows: Years Ended December 31, 2016 2015 2014 (In thousands) Selling, general and administrative $ 15,829 $ 14,461 $ 13,940 Research and development 1,048 714 463 Cost of goods sold 433 275 151 Total stock-based compensation expense 17,310 15,450 14,554 Total estimated tax benefit related to stock-based compensation expense 10,569 5,792 5,350 Net effect on net income $ 6,741 $ 9,658 $ 9,204 |
Summary Of Weighted-Average Assumptions | The following weighted-average assumptions were used in the calculation of fair value: Years Ended December 31, 2016 2015 2014 Dividend yield 0% 0% 0% Expected volatility 29% 29% 29% Risk free interest rate 1.94% 1.96% 2.41% Expected life of option from grant date 8 years 8 years 8 years |
Summary Of Stock Option Activity | The following table summarizes the Company’s stock option activity. Weighted Average Exercise Price Weighted Average Contractual Term in Years Aggregate Intrinsic Value Shares Stock Options (In thousands) (In thousands) Outstanding at January 1, 2016 2,386 $ 18.55 Granted 276 33.69 Exercised (566 ) 17.85 Forfeited or Expired (13 ) 32.59 Outstanding at December 31, 2016 2,083 $ 20.65 3.40 $ 46,340 Vested or expected to vest at December 31, 2016 2,083 $ 20.65 3.40 $ 46,340 Exercisable at December 31, 2016 1,658 $ 18.00 2.51 $ 41,292 |
Summary Of Restricted Stock, Performance Stock, and Contract Stock | The following table summarizes the Company’s awards of restricted stock, performance stock and contract stock for the year ended December 31, 2016. Performance Stock and Contract Stock Awards Restricted Stock Awards Shares Weighted Average Grant Date Fair Value Per Share Shares Weighted Average Grant Date Fair Value Per Share (In thousands) (In thousands) Unvested, January 1, 2016 588 $ 24.10 332 $ 16.65 Granted 289 33.71 203 32.70 Adjustments for performance achievement related to award target — — 25 31.07 Cancellations (52 ) 27.83 (12 ) 30.52 Released (313 ) 22.09 (15 ) 25.03 Vested but not released — — (188 ) 25.23 Unvested, December 31, 2016 512 $ 28.49 345 $ 21.62 |
LEASES AND RELATED PARTY LEAS34
LEASES AND RELATED PARTY LEASES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Leases [Abstract] | |
Schedule Of Minimum Lease Payments for Operating Leases | Future minimum lease payments under operating leases at December 31, 2016 were as follows: Related Parties Third Parties Total (In thousands) 2017 $ 276 $ 9,574 $ 9,850 2018 296 7,796 8,092 2019 296 6,693 6,989 2020 296 4,273 4,569 2021 296 3,414 3,710 Thereafter 3,201 23,515 26,716 Total minimum lease payments $ 4,661 $ 55,265 $ 59,926 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Before Income Taxes | Income before income taxes consisted of the following: Years Ended December 31, 2016 2015 2014 (In thousands) United States operations $ 51,351 $ 37,450 $ 21,349 Foreign operations 39,055 23,221 24,217 Total $ 90,406 $ 60,671 $ 45,566 |
Schedule Of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows: Years Ended December 31, 2016 2015 2014 Federal statutory rate 35.0 % 35.0 % 35.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal tax benefit (0.2 )% 1.3 % 5.6 % Foreign operations (10.0 )% (12.5 )% (16.7 )% Spine valuation allowance — % 61.1 % — % Excess tax benefits from stock compensation (3.9 )% — % — % Charitable contributions (0.4 )% (1.0 )% (2.7 )% Domestic production activities deduction (2.6 )% (2.4 )% (2.7 )% Intercompany profit in inventory 1.0 % 3.1 % (0.4 )% Nondeductible facilitative costs 0.2 % 3.1 % 1.1 % Changes in valuation allowances 0.4 % 0.3 % 2.1 % Uncertain tax positions (0.3 )% 0.2 % (3.4 )% Research and development credit (1.2 )% (1.9 )% (1.8 )% Return to provision (1.5 )% 1.7 % 1.4 % Other 1.0 % 0.7 % 2.8 % Effective tax rate 17.5 % 88.7 % 20.3 % |
Schedule Of Provision For Income Taxes | The provision for income taxes consisted of the following: Years Ended December 31, 2016 2015 2014 (In thousands) Current: Federal $ 13,700 $ 46,665 $ 10,330 State 2,503 2,301 2,124 Foreign 6,113 5,205 3,666 Total current $ 22,316 $ 54,171 $ 16,120 Deferred: Federal (3,400 ) 1,282 (5,524 ) State (1,751 ) (394 ) 695 Foreign (1,323 ) (1,239 ) (2,020 ) Total deferred $ (6,474 ) $ (351 ) $ (6,849 ) Provision for income taxes $ 15,842 $ 53,820 $ 9,271 |
Schedule Of Deferred Tax Assets And Liabilities | The income tax effects of significant temporary differences that give rise to deferred tax assets and liabilities, shown before jurisdictional netting, are presented below: December 31, 2016 2015 (In thousands) Assets: Doubtful accounts $ 2,344 $ 1,943 Inventory related items 30,074 24,417 Tax credits 1,040 3,137 Accrued vacation 3,264 2,713 Accrued bonus 7,842 7,555 Stock compensation 16,031 16,222 Deferred revenue 2,345 767 Net operating loss carryforwards 14,855 17,548 Federal & state tax credits — 6,227 Others 1,435 1,952 Total deferred tax assets 79,230 82,481 Less valuation allowance (3,604 ) (4,887 ) Deferred tax assets after valuation allowance $ 75,626 $ 77,594 Liabilities: Intangible and fixed assets (216,779 ) (225,328 ) Others (853 ) (225 ) Total deferred tax liabilities $ (217,632 ) $ (225,553 ) Total net deferred tax liabilities $ (142,006 ) $ (147,959 ) |
Schedule Of Uncertain Tax Benefits Reconciliation | A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: Years Ended December 31, 2016 2015 2014 (In thousands) Balance, beginning of year $ 1,085 $ 959 $ 3,040 Gross increases: Prior years' tax positions 380 541 527 Gross decreases: Prior years' tax positions (546 ) — (286 ) Settlements — — (828 ) Statute of limitations lapses (131 ) (404 ) (1,494 ) Other (34 ) (11 ) — Balance, end of year $ 754 $ 1,085 $ 959 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic And Diluted Net Income (Loss) Per Share | Basic and diluted net income (loss) per share was as follows: Years Ended December 31, 2016 2015 2014 (In thousands, except per share amounts) Basic net income (loss) per share: Net income from continuing operations $ 74,564 $ 6,851 $ 36,295 Net loss from discontinued operations — (10,370 ) (2,291 ) Net income (loss) $ 74,564 $ (3,519 ) $ 34,004 Weighted average common shares outstanding 74,386 68,990 64,864 Basic net income per common share from continuing operations $ 1.00 $ 0.10 $ 0.56 Basic net loss per common share from discontinued operations — (0.15 ) (0.04 ) Basic net income (loss) per common share $ 1.00 $ (0.05 ) $ 0.52 Diluted net income (loss) per share: Net income from continuing operations $ 74,564 $ 6,851 $ 36,295 Net loss from discontinued operations — (10,370 ) (2,291 ) Net income (loss) $ 74,564 $ (3,519 ) $ 34,004 Weighted average common shares outstanding — Basic 74,386 68,990 64,864 Effect of dilutive securities: 2016 Convertible notes and related warrants 3,462 922 — Stock options and restricted stock 1,346 1,442 1,056 Weighted average common shares for diluted earnings per share 79,194 71,354 65,920 Diluted net income per common share from continuing operations $ 0.94 $ 0.10 $ 0.55 Diluted net loss per common share from discontinued operations — (0.15 ) (0.03 ) Diluted net income (loss) per common share $ 0.94 $ (0.05 ) $ 0.52 |
ACCUMULATED OTHER COMPREHENSI37
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (loss) by component between December 31, 2016 and 2015 are presented in the table below, net of tax: Gains and Losses on Cash Flow Hedges Defined Benefit Pension Items Foreign Currency Items Total (In thousands) Balance at January 1, 2016 $ — $ 9 $ (47,911 ) $ (47,902 ) Other comprehensive income (loss) before reclassifications 1,071 (45 ) (10,278 ) (9,252 ) Current period other comprehensive income (loss) 1,071 (45 ) (10,278 ) (9,252 ) Balance at December 31, 2016 $ 1,071 $ (36 ) $ (58,189 ) $ (57,154 ) |
SEGMENT AND GEOGRAPHIC INFORM38
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule Of Net Sales And Operating Income By Reportable Segment | Net sales and profit by reportable segment for the years ended December 31, 2016 , 2015 and 2014 are as follows: Years Ended December 31, 2016 2015 2014 (In thousands) Segment Net Sales Specialty Surgical Solutions $ 632,524 $ 586,918 $ 554,872 Orthopedics and Tissue Technologies 359,551 295,816 241,845 Total revenues $ 992,075 $ 882,734 $ 796,717 Segment Profit Specialty Surgical Solutions $ 256,629 $ 242,479 $ 210,146 Orthopedics and Tissue Technologies 103,852 87,844 85,257 Segment profit 360,481 330,323 295,403 Amortization (13,862) (9,953) (6,810) Corporate and other (231,279 ) (240,783 ) (220,736 ) Operating income $ 115,340 $ 79,587 $ 67,857 |
Schedule of Segment Reporting Information, by Segment | Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below: United States* Europe Rest of the World Consolidated (In thousands) Total revenue, net: 2016 $ 765,608 $ 120,588 $ 105,879 $ 992,075 2015 680,824 103,057 98,853 882,734 2014 596,303 99,207 101,207 796,717 Total long-lived assets: 2016 $ 213,898 $ 18,970 $ 1,235 $ 234,103 2015 192,900 19,169 1,078 213,147 * Includes long-lived assets in Puerto Rico. |
SELECTED QUARTERLY INFORMATIO39
SELECTED QUARTERLY INFORMATION - UNAUDITED (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |
Selected Quarterly Information | (In thousands, except per share data) Continuing Operations Net income Quarter Total revenue, net Gross margin Net income Per Share - Basic (1) Per Share - Diluted (1) Net income Per Share - Basic (1) Per Share - Diluted (1) 2016 First (2) $ 236,770 $ 151,997 $ 13,419 $ 0.18 $ 0.18 $ 13,419 $ 0.18 $ 0.18 Second 249,309 159,744 12,755 0.17 0.16 12,755 0.17 0.16 Third 250,332 161,003 20,144 0.27 0.25 20,144 0.27 0.25 Fourth 255,664 170,242 28,246 0.38 0.35 28,246 0.38 0.35 $ 992,075 $ 642,986 $ 74,564 $ 74,564 2015 First $ 202,534 $ 127,313 $ 11,732 $ 0.18 $ 0.18 $ 8,384 $ 0.13 $ 0.13 Second 212,673 137,422 12,020 0.18 0.18 4,998 0.08 0.08 Third 226,367 140,298 (31,881 ) (0.45 ) (0.45 ) (31,881 ) (0.45 ) (0.45 ) Fourth 241,160 151,159 14,980 0.20 0.20 14,980 0.20 0.20 $ 882,734 $ 556,192 $ 6,851 $ (3,519 ) (1) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts do not necessarily add to the annual amount because of differences in the weighted average common shares outstanding during each period principally due to the effect of the Company’s issuing shares of its common stock during the year. (2) The net income for first quarter of 2016 was restated to reflect the effect of the adoption of ASU 2016-09 in second quarter of 2016 of $1.8 million . The earning per share were also restated to reflect the adoption of ASU 2016-09 . |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | Dec. 21, 2016shares | Dec. 15, 2016USD ($)shares | Oct. 25, 2016$ / sharesshares | Jul. 31, 2015Segment | Jul. 02, 2015 | Aug. 31, 2015 | Sep. 30, 2016USD ($) | Mar. 31, 2015Segment | Sep. 30, 2014USD ($) | Dec. 31, 2016USD ($)CustomerSegment$ / sharesshares | Dec. 31, 2015USD ($)Customer$ / sharesshares | Dec. 31, 2014USD ($)Customer | Dec. 31, 2016USD ($)Segment$ / sharesshares | Oct. 24, 2016shares | Jun. 15, 2011 |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Stock split ratio, Common stock | 2 | 2 | |||||||||||||
Tax benefit | $ (15,842,000) | $ (53,820,000) | $ (9,271,000) | ||||||||||||
Restricted cash and cash equivalents | 0 | 4,073,000 | $ 0 | ||||||||||||
Inventory, capitalized expenses | 0 | 0 | |||||||||||||
Depreciation expense | 31,200,000 | 27,000,000 | 23,700,000 | ||||||||||||
Interest expense capitalized to property, plant, and equipment | $ 1,000,000 | 1,700,000 | |||||||||||||
Number of reportable segments | Segment | 3 | 3 | 2 | 2 | |||||||||||
Number of reportable segments, goodwill reallocated | Segment | 4 | ||||||||||||||
Goodwill, impairment loss | 0 | ||||||||||||||
Impairment of indefinite-lived Assets | $ 0 | ||||||||||||||
Amortization expense | $ 41,500,000 | 32,200,000 | 22,700,000 | ||||||||||||
Annual amortization expense expected to approximate in 2017 | 40,700,000 | $ 40,700,000 | |||||||||||||
Annual amortization expense expected to approximate in 2018 | 40,300,000 | 40,300,000 | |||||||||||||
Annual amortization expense expected to approximate in 2019 | 40,200,000 | 40,200,000 | |||||||||||||
Annual amortization expense expected to approximate in 2020 | 40,100,000 | 40,100,000 | |||||||||||||
Annual amortization expense expected to approximate in 2021 | 39,100,000 | 39,100,000 | |||||||||||||
Charitable contributions | 0 | 900,000 | 600,000 | ||||||||||||
Undistributed earnings of foreign subsidiaries | 301,300,000 | 301,300,000 | |||||||||||||
Amount of unrecognized deferred tax liability | $ 42,500,000 | 42,500,000 | |||||||||||||
Number of days from shipment to issue a credit | 90 days | ||||||||||||||
Distribution and handling costs | $ 13,600,000 | 13,700,000 | 13,200,000 | ||||||||||||
Extended warranties, in years (up to) | 2 years | ||||||||||||||
Accrued warranty expense | $ 800,000 | $ 800,000 | $ 800,000 | ||||||||||||
Common stock, shares authorized (in shares) | shares | 240,000,000 | 240,000,000 | 240,000,000 | 240,000,000 | 60,000,000 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||
Fractional shares issued (in shares) | shares | 0 | ||||||||||||||
Stock split, number of additional shares of common stock for each share held | shares | 1 | ||||||||||||||
Defined benefit plan, contributions by employer | $ 1,800,000 | ||||||||||||||
Defined benefit plan, recognized net gain (loss) due to settlements and curtailments | (5,600,000) | ||||||||||||||
Pension contributions | $ 0 | 2,200,000 | 900,000 | ||||||||||||
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount | 3,800,000 | ||||||||||||||
Increase in net cash provided by operating activities | 116,405,000 | 104,854,000 | 83,565,000 | ||||||||||||
Decrease in net cash used in financing activities | 15,116,000 | (248,142,000) | (238,682,000) | ||||||||||||
Payment of accreted interest | (42,786,000) | (384,000) | 0 | ||||||||||||
Interest paid | 14,400,000 | 12,700,000 | 10,900,000 | ||||||||||||
Interest paid, capitalized into construction in progress | 1,000,000 | 1,700,000 | 2,600,000 | ||||||||||||
Stock issued during period, shares, conversion of convertible securities (in shares) | shares | 2,900,000 | ||||||||||||||
Common stock from the exercise of call option with hedge participants, value | 123,100,000 | ||||||||||||||
Income taxes paid | 4,300,000 | 21,300,000 | 6,800,000 | ||||||||||||
Property and equipment purchases included in liabilities | $ 4,700,000 | 4,700,000 | 3,300,000 | ||||||||||||
2016 Convertible Senior Notes | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Interest rate on debt | 1.625% | 1.625% | 1.625% | ||||||||||||
Accounting Standards Update 2016-09 | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount | $ 1,400,000 | ||||||||||||||
Increase in net cash provided by operating activities | 8,800,000 | 10,400,000 | 4,100,000 | ||||||||||||
Decrease in net cash used in financing activities | $ 8,800,000 | $ 10,400,000 | $ 4,100,000 | ||||||||||||
Sales Revenue, Net | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | ||||||||||||
Concentration risk, number of customers over benchmark | Customer | 0 | 0 | 0 | ||||||||||||
Confluent Surgical, Inc. | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Impairment of finite-lived assets | $ 600,000 | $ 600,000 | |||||||||||||
Common Stock | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Stock issued during period, shares, conversion of convertible securities (in shares) | shares | 2,900,000 | 2,946,000 | |||||||||||||
Settlement of convertible notes | $ 122,000,000 | $ 29,000 | |||||||||||||
In-process research and development | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Other Indefinite-lived intangible assets | 1,000,000 | $ 1,000,000 | $ 1,000,000 | ||||||||||||
Impairment charges | $ 0 | $ 400,000 | $ 200,000 | ||||||||||||
Trademarks Brand Names | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Finite-lived intangible asset, useful life | 30 years | 30 years | |||||||||||||
Trademarks Brand Names | Minimum | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Finite-lived intangible asset, useful life | 20 years | ||||||||||||||
Trademarks Brand Names | Maximum | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Finite-lived intangible asset, useful life | 30 years | ||||||||||||||
Technology | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Amortization expense, included in cost of product revenues | $ 27,600,000 | $ 22,300,000 | $ 15,900,000 | ||||||||||||
Computer Equipment | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Capital leased assets, gross | 2,000,000 | 2,000,000 | 2,000,000 | ||||||||||||
Capital leases, accumulated depreciation | $ 2,000,000 | $ 1,300,000 | $ 2,000,000 | ||||||||||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | SeaSpine Inc. | |||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Distribution of spinoff shares | 100.00% | ||||||||||||||
Shares of Integra for share of SeaSpine | 0.3333 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule Of Inventories, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounting Policies [Abstract] | ||
Finished goods | $ 127,973 | $ 125,869 |
Work in process | 39,247 | 47,962 |
Raw materials | 50,043 | 37,598 |
Total inventories, net | $ 217,263 | $ 211,429 |
SUMMARY OF SIGNIFICANT ACCOUN42
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule Of Property, Plant And Equipment Balances And Corresponding Lives) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 413,208 | $ 373,697 |
Less: Accumulated depreciation | (190,839) | (168,516) |
Property, plant and equipment, net | 222,369 | 205,181 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 2,147 | 2,189 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 17,677 | 17,611 |
Buildings and building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | |
Buildings and building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 40 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 82,432 | 75,575 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 20 years | |
Machinery and production equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 103,818 | 103,083 |
Machinery and production equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 3 years | |
Machinery and production equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 20 years | |
Surgical instrument kits | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 19,871 | 15,916 |
Surgical instrument kits | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 4 years | |
Surgical instrument kits | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 5 years | |
Information systems and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 111,145 | 93,742 |
Information systems and hardware | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 1 year | |
Information systems and hardware | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 7 years | |
Furniture, fixtures, and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 16,896 | 15,010 |
Furniture, fixtures, and office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 1 year | |
Furniture, fixtures, and office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, useful life | 15 years | |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 59,222 | $ 50,571 |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule Of Changes In Carrying Amount Of Goodwill) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Beginning of period | $ 512,389 |
TEI acquisition working capital adjustment | (174) |
Foreign currency translation and other | (1,644) |
End of period | 510,571 |
Specialty Surgical Solutions | |
Goodwill [Roll Forward] | |
Beginning of period | 284,976 |
TEI acquisition working capital adjustment | 0 |
Foreign currency translation and other | (618) |
End of period | 284,358 |
Orthopedics and Tissue Technologies | |
Goodwill [Roll Forward] | |
Beginning of period | 227,413 |
TEI acquisition working capital adjustment | (174) |
Foreign currency translation and other | (1,026) |
End of period | $ 226,213 |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Components Of Company's Identifiable Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill And Other Intangible Assets [Line Items] | ||
Accumulated Amortization | $ (207,158) | $ (166,706) |
Finite and indefinite-lived intangible assets, cost | 768,333 | 770,446 |
Finite and indefinite-lived assets, net | $ 561,175 | $ 603,740 |
Completed technology | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Weighted Average Life | 17 years | 17 years |
Finite-lived intangible assets, cost | $ 479,964 | $ 480,684 |
Accumulated Amortization | (94,991) | (67,978) |
Finite-lived intangible assets, net | $ 384,973 | $ 412,706 |
Customer relationships | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Weighted Average Life | 12 years | 12 years |
Finite-lived intangible assets, cost | $ 152,335 | $ 153,246 |
Accumulated Amortization | (77,005) | (68,811) |
Finite-lived intangible assets, net | $ 75,330 | $ 84,435 |
Trademarks/brand names | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Weighted Average Life | 30 years | 30 years |
Finite-lived intangible assets, cost | $ 90,507 | $ 90,837 |
Accumulated Amortization | (19,158) | (16,374) |
Finite-lived intangible assets, net | $ 71,349 | $ 74,463 |
Supplier relationships | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Weighted Average Life | 27 years | 27 years |
Finite-lived intangible assets, cost | $ 34,721 | $ 34,721 |
Accumulated Amortization | (13,664) | (12,236) |
Finite-lived intangible assets, net | $ 21,057 | $ 22,485 |
All other | ||
Goodwill And Other Intangible Assets [Line Items] | ||
Weighted Average Life | 5 years | 5 years |
Finite-lived intangible assets, cost | $ 10,806 | $ 10,958 |
Accumulated Amortization | (2,340) | (1,307) |
Finite-lived intangible assets, net | $ 8,466 | $ 9,651 |
DISCONTINUED OPERATIONS (Narrat
DISCONTINUED OPERATIONS (Narrative) (Details) | Jul. 02, 2015director | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($) | Jul. 01, 2015USD ($) | Oct. 29, 2014USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Income or expense after separation | $ 0 | $ (10,370,000) | $ (2,291,000) | ||||
SeaSpine Inc. | Supply Agreement Liability - Current | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Revenue, SeaSpine | 800,000 | 6,200,000 | 6,200,000 | ||||
Cost of goods sold, SeaSpine | 700,000 | 3,800,000 | 3,200,000 | ||||
SeaSpine Inc. | Information Technology and Administrative Support | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Revenue, SeaSpine | 300,000 | 2,700,000 | |||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | SeaSpine Inc. | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Distribution of spinoff shares | 100.00% | ||||||
Shares of Integra for share of SeaSpine | 0.3333 | ||||||
Cash following distribution | $ 47,178,000 | $ 47,000,000 | |||||
Gain (loss) recognized as result of distribution | $ 0 | ||||||
Income or expense after separation | $ (10,370,000) | $ (2,291,000) | $ 0 | ||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | SeaSpine Inc. | Director | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Number of shared board members | director | 3 |
DISCONTINUED OPERATIONS (Summar
DISCONTINUED OPERATIONS (Summary of Statements of Operations, Discontinued Operations) (Details) - USD ($) | 12 Months Ended | 18 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations | $ 0 | $ (10,370,000) | $ (2,291,000) | |
SeaSpine Inc. | Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total revenue | 65,775,000 | 137,808,000 | ||
Costs and expenses | 80,618,000 | 140,124,000 | ||
Operating loss | (14,843,000) | (2,316,000) | ||
Other expense, net | (766,000) | (271,000) | ||
Loss from discontinued operations before tax | (15,609,000) | (2,587,000) | ||
Benefit for income taxes | (5,239,000) | (296,000) | ||
Loss from discontinued operations | $ (10,370,000) | $ (2,291,000) | $ 0 |
DISCONTINUED OPERATIONS (Summ47
DISCONTINUED OPERATIONS (Summary of Assets and Liabilities, Discontinued Operations) (Details) - SeaSpine Inc. - Discontinued Operations, Disposed of by Means Other than Sale, Spinoff - USD ($) $ in Thousands | Jul. 01, 2015 | Oct. 29, 2014 |
Disposal Group, Including Discontinued Operation, Assets, Current [Abstract] | ||
Cash | $ 47,178 | $ 47,000 |
Accounts receivable | 20,856 | |
Inventory | 49,425 | |
Other current assets | 13,411 | |
Current assets of discontinued operations | 130,870 | |
Disposal Group, Including Discontinued Operation, Assets, Noncurrent [Abstract] | ||
Property, plant, and equipment, net | 21,093 | |
Intangible assets, net | 43,122 | |
Other assets | 4,465 | |
Non-current assets of discontinued operations | 68,680 | |
Total assets of discontinued operations | 199,550 | |
Disposal Group, Including Discontinued Operation, Liabilities, Current [Abstract] | ||
Accounts payable | 7,072 | |
Accrued compensation | 5,964 | |
Accrued expenses and other current liabilities | 3,361 | |
Current liabilities of discontinued operations | 16,397 | |
Disposal Group, Including Discontinued Operation, Liabilities, Noncurrent [Abstract] | ||
Deferred tax liabilities | 13,331 | |
Other liabilities | 2,593 | |
Long-term liabilities of discontinued operations | 15,924 | |
Total liabilities of discontinued operations | $ 32,321 |
ACQUISITIONS AND PRO FORMA RE48
ACQUISITIONS AND PRO FORMA RESULTS (Narrative) (Details) | Dec. 15, 2015USD ($) | Oct. 02, 2015USD ($) | Jul. 17, 2015USD ($)acquisition | Dec. 05, 2014USD ($) | Oct. 27, 2014USD ($) | Jan. 15, 2014USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Dec. 31, 2016USD ($)intangible_asset | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Gain recognized, amount | $ 0 | $ 1,111,000 | $ 0 | |||||||||||
Number of businesses acquired | acquisition | 2 | |||||||||||||
TEI acquisition working capital adjustment | (174,000) | |||||||||||||
Cash used in business acquisition, net of cash acquired | $ (225,000) | 328,888,000 | $ 320,921,000 | |||||||||||
Discount rate | 2.20% | |||||||||||||
Contingent consideration, liability | $ 21,831,000 | $ 22,036,000 | 21,831,000 | |||||||||||
Supply Commitment, Current, Long-Term, and Above Market | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate | 12.00% | |||||||||||||
Tekmed | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | $ 14,100,000 | |||||||||||||
Revenue since acquisition date | $ 4,200,000 | 300,000 | ||||||||||||
Net assets acquired | 14,103,000 | |||||||||||||
Salto and Futura | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Revenue since acquisition date | 14,400,000 | 3,600,000 | ||||||||||||
Payments to acquire business | $ 6,000,000 | |||||||||||||
Net assets acquired | 7,111,000 | |||||||||||||
Salto and Futura | Other Income | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Gain recognized, amount | 1,100,000 | |||||||||||||
TEI | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | $ 312,200,000 | |||||||||||||
TEI acquisition working capital adjustment | 200,000 | |||||||||||||
Cash used in business acquisition, net of cash acquired | 312,400,000 | |||||||||||||
Business combination, cash acquired | 1,200,000 | |||||||||||||
Contingent receivable | 400,000 | 1,700,000 | ||||||||||||
Contingent consideration, asset, revenue threshold to realize asset | $ 6,000,000 | |||||||||||||
Discount rate | 11.00% | |||||||||||||
Increase in fair value of contingent receivable | 1,300,000 | |||||||||||||
TEI | Prepaid Expenses and Other Current Assets | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent receivable | 1,200,000 | |||||||||||||
TEI | Other Assets | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent receivable | 500,000 | |||||||||||||
TEI Biosciences Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | $ 210,900,000 | |||||||||||||
TEI acquisition working capital adjustment | 500,000 | |||||||||||||
TEI Medical Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | 101,300,000 | |||||||||||||
TEI acquisition working capital adjustment | $ 700,000 | |||||||||||||
Metasurg | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Consideration transferred | $ 27,200,000 | |||||||||||||
Payments to acquire business | $ 26,500,000 | |||||||||||||
Discount rate | 19.90% | |||||||||||||
Contingent consideration, liability | $ 700,000 | 0 | $ 0 | |||||||||||
Contingent consideration arrangements, maximum payout | $ 38,500,000 | |||||||||||||
Payment for contingent consideration liability | 0 | |||||||||||||
Adjustment on consideration transferred | $ 400,000 | |||||||||||||
Net assets acquired | 27,558,000 | |||||||||||||
Metasurg | Selling, general and administrative | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business combination, contingent consideration arrangements, change in amount of contingent consideration, liability | $ (700,000) | |||||||||||||
Medtronic MicroFrance | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payments to acquire business | $ 61,600,000 | |||||||||||||
Business combination, cash acquired | 2,195,000 | |||||||||||||
Adjustment on consideration transferred | $ 1,500,000 | |||||||||||||
Net assets acquired | 60,067,000 | |||||||||||||
Confluent Surgical, Inc. | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Discount rate | 2.20% | |||||||||||||
Contingent consideration, liability | $ 20,900,000 | |||||||||||||
Contingent consideration arrangements, maximum payout | 30,000,000 | |||||||||||||
Net assets acquired | 255,900,000 | $ 255,895,000 | ||||||||||||
Payment for business interest | 231,000,000 | |||||||||||||
Payments for transitional supply agreement | $ 4,000,000 | |||||||||||||
Arrangement extension period | 2 years | |||||||||||||
Required number of days for extension (at least) | 180 days | |||||||||||||
Period of contingent consideration arrangement | 5 years | |||||||||||||
Period of transitional supply price increases | 3 years | |||||||||||||
Number of assets impaired | intangible_asset | 1 | |||||||||||||
Impairment of finite-lived assets | $ 600,000 | $ 600,000 | ||||||||||||
Probability of event | 95.00% | |||||||||||||
Incremental increase in liability | $ 300,000 | |||||||||||||
Incremental decrease in liability | 400,000 | |||||||||||||
Confluent Surgical, Inc. | Deferred Tax Liability | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
TEI acquisition working capital adjustment | $ 12,400,000 | |||||||||||||
Confluent Surgical, Inc. | Cash Consideration One | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration arrangements, maximum payout | 25,000,000 | |||||||||||||
Confluent Surgical, Inc. | Cash Consideration Two | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Contingent consideration arrangements, maximum payout | $ 5,000,000 |
ACQUISITIONS AND PRO FORMA RE49
ACQUISITIONS AND PRO FORMA RESULTS (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jan. 15, 2014 | |
Business Acquisition [Line Items] | |||
Goodwill | $ 510,571 | $ 512,389 | |
Tekmed | |||
Business Acquisition [Line Items] | |||
Inventory | 1,143 | ||
Property, plant, and equipment | 669 | ||
Other current assets | 11 | ||
Goodwill | 9,665 | ||
Total assets acquired | 16,469 | ||
Accrued expenses and other liabilities | 802 | ||
Deferred tax liabilities | 1,564 | ||
Net assets acquired | 14,103 | ||
Tekmed | Supplier Contracts | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 4,981 | ||
Tekmed | Minimum | Supplier Contracts | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 2 years | ||
Tekmed | Maximum | Supplier Contracts | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 13 years | ||
Salto and Futura | |||
Business Acquisition [Line Items] | |||
Inventory | $ 2,688 | ||
Property, plant, and equipment | 1,453 | ||
Total assets acquired | 7,811 | ||
Deferred tax liabilities | 700 | ||
Net assets acquired | 7,111 | ||
Salto and Futura | Ankle product family | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 3,210 | ||
Wtd. Avg. Life | 11 years | ||
Salto and Futura | Toe product family | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 460 | ||
Wtd. Avg. Life | 10 years | ||
TEI Biosciences Inc and TEI Medical Inc. | |||
Business Acquisition [Line Items] | |||
Cash | $ 1,241 | ||
Accounts receivable, net | 9,011 | ||
Inventory | 23,223 | ||
Property, plant, and equipment | 2,027 | ||
Income tax receivable | 5,135 | ||
Other current assets | 2,670 | ||
Goodwill | 147,704 | ||
Total assets acquired | 409,825 | ||
Accrued expenses and other liabilities | 9,732 | ||
Deferred tax liabilities | 87,908 | ||
Net assets acquired | 312,185 | ||
TEI Biosciences Inc and TEI Medical Inc. | Developed Technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 167,400 | ||
TEI Biosciences Inc and TEI Medical Inc. | Contractual Relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | 51,345 | ||
TEI Biosciences Inc and TEI Medical Inc. | Leasehold interest | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 69 | ||
TEI Biosciences Inc and TEI Medical Inc. | Minimum | Developed Technology | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 14 years | ||
TEI Biosciences Inc and TEI Medical Inc. | Minimum | Contractual Relationships | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 11 years | ||
TEI Biosciences Inc and TEI Medical Inc. | Maximum | Developed Technology | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 16 years | ||
TEI Biosciences Inc and TEI Medical Inc. | Maximum | Contractual Relationships | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 14 years | ||
Metasurg | |||
Business Acquisition [Line Items] | |||
Inventory | $ 4,800 | ||
Property, plant, and equipment | 1,246 | ||
Goodwill | 732 | ||
Net assets acquired | 27,558 | ||
Metasurg | Technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 20,590 | ||
Metasurg | In-process research and development | |||
Business Acquisition [Line Items] | |||
In-process research and development | $ 190 | ||
Metasurg | Minimum | Technology | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 8 years | ||
Metasurg | Maximum | Technology | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 14 years | ||
Medtronic MicroFrance | |||
Business Acquisition [Line Items] | |||
Cash | $ 2,195 | ||
Inventory | 3,155 | ||
Prepaid expenses | 620 | ||
Property, plant, and equipment | 3,675 | ||
Other current assets | 5,025 | ||
Goodwill | 16,607 | ||
Total assets acquired | 65,977 | ||
Accounts payable and other liabilities | 5,910 | ||
Net assets acquired | 60,067 | ||
Medtronic MicroFrance | Technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 4,580 | ||
Medtronic MicroFrance | Trade name | |||
Business Acquisition [Line Items] | |||
Intangible assets | 11,990 | ||
Medtronic MicroFrance | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 18,130 | ||
Medtronic MicroFrance | Minimum | Technology | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 15 years | ||
Medtronic MicroFrance | Minimum | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 12 years | ||
Medtronic MicroFrance | Maximum | Technology | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 16 years | ||
Medtronic MicroFrance | Maximum | Trade name | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 20 years | ||
Medtronic MicroFrance | Maximum | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 16 years | ||
Confluent Surgical, Inc. | |||
Business Acquisition [Line Items] | |||
Prepaid expenses | $ 4,000 | ||
Property, plant, and equipment | 438 | ||
Deferred tax assets - long term | 12 | ||
Goodwill | 105,331 | ||
Total assets acquired | 349,981 | ||
Contingent supply liability | 5,891 | ||
Other | 731 | ||
Deferred tax liability | 87,464 | ||
Net assets acquired | 255,895 | $ 255,900 | |
Confluent Surgical, Inc. | Developed Technology | |||
Business Acquisition [Line Items] | |||
Intangible assets | 239,800 | ||
Confluent Surgical, Inc. | Other | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 400 | ||
Confluent Surgical, Inc. | Minimum | Technology | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 3 years | ||
Confluent Surgical, Inc. | Maximum | Technology | |||
Business Acquisition [Line Items] | |||
Wtd. Avg. Life | 20 years |
ACQUISITIONS AND PRO FORMA RE50
ACQUISITIONS AND PRO FORMA RESULTS (Roll Forward of Contingent Consideration Liability for Purchase of Tarsus Medical) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Business Acquisition, Contingent Consideration [Roll Forward] | |
Beginning of Period | $ 21,831 |
Ending of Period | 22,036 |
Selling, general and administrative | |
Business Acquisition, Contingent Consideration [Roll Forward] | |
Loss from decrease in fair value of contingent consideration liability | $ 205 |
ACQISITIONS AND PRO FORMA RESUL
ACQISITIONS AND PRO FORMA RESULTS (Fair Value Supply Agreements) (Details) - Fair Value, Inputs, Level 3 $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Supply Agreement Liability - Current | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 1, 2016 | $ 1,991 |
Payments | (2,000) |
Transfer | 161 |
Balance as of December 31, 2016 | 166 |
Supply Agreement Liability - Long-term | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 1, 2016 | 161 |
Payments | 0 |
Transfer | (161) |
Balance as of December 31, 2016 | 0 |
Above Market Supply Agreement Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 1, 2016 | 931 |
Payments | (47) |
Balance as of December 31, 2016 | 2,648 |
Selling, general and administrative | Supply Agreement Liability - Current | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Loss from increase in fair value | 14 |
Selling, general and administrative | Supply Agreement Liability - Long-term | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Loss from increase in fair value | 0 |
Selling, general and administrative | Above Market Supply Agreement Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Loss from increase in fair value | 1,083 |
Goodwill | Supply Agreement Liability - Current | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Other | 0 |
Goodwill | Supply Agreement Liability - Long-term | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Other | 0 |
Goodwill | Above Market Supply Agreement Liability | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Other | $ 681 |
ACQUISITIONS AND PRO FORMA RE52
ACQUISITIONS AND PRO FORMA RESULTS (Pro Forma Financial Information Summarization Results of Operations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combinations [Abstract] | |||||||||||
Total revenue from continuing operations, As reported | $ 255,664 | $ 250,332 | $ 249,309 | $ 236,770 | $ 241,160 | $ 226,367 | $ 212,673 | $ 202,534 | $ 992,075 | $ 882,734 | $ 796,717 |
Total revenue from continuing operations, Pro forma | 940,089 | 921,998 | |||||||||
Net income from continuing operations, As reported | $ 28,246 | $ 20,144 | $ 12,755 | $ 13,419 | $ 14,980 | $ (31,881) | $ 12,020 | $ 11,732 | $ 74,564 | 6,851 | 36,295 |
Net income from continuing operations, Pro forma | $ 10,749 | $ 40,721 | |||||||||
Net income from continuing operations per share: | |||||||||||
Basic net income per common share from continuing operations (in dollars per share) | $ 0.38 | $ 0.27 | $ 0.17 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.18 | $ 0.18 | $ 1 | $ 0.10 | $ 0.56 |
Basic, Pro forma (in dollars per share) | $ 0.14 | $ 0.56 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) $ / shares in Units, shares in Thousands | Dec. 31, 2016 | Dec. 15, 2016 | Jul. 02, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 07, 2016 | Aug. 28, 2015 | Jul. 02, 2015 | Jun. 15, 2011 |
Debt Instrument [Line Items] | ||||||||||
Amortization of debt issuance costs | $ 2,529,000 | $ 2,264,000 | $ 2,571,000 | |||||||
Carrying amount of liability | $ 0 | 0 | 218,240,000 | |||||||
Principal amount paid | $ 184,313,000 | $ 2,519,000 | $ 0 | |||||||
Stock issued during period, shares, conversion of convertible securities (in shares) | 2,900 | |||||||||
Common stock from the exercise of call option with hedge participants (in shares) | 2,900 | 2,946 | ||||||||
Common stock from the exercise of call option with hedge participants, value | $ 123,100,000 | |||||||||
Price per share (in dollars per share) | $ 41.78 | |||||||||
Common Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock issued during period, shares, conversion of convertible securities (in shares) | 2,900 | 2,946 | ||||||||
Settlement of convertible notes | $ 122,000,000 | $ 29,000 | ||||||||
Treasury Stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock from the exercise of call option with hedge participants (in shares) | 2,946 | |||||||||
Common stock from the exercise of call option with hedge participants, value | $ 123,051,000 | |||||||||
Treasury Stock | Weighted Average | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Price per share (in dollars per share) | $ 41.78 | |||||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Weighted average interest rate on debt | 2.20% | 2.20% | 1.80% | |||||||
Term loan, amount outstanding | $ 500,000,000 | $ 500,000,000 | $ 346,200,000 | |||||||
Fair value of outstanding borrowings | 450,500,000 | 450,500,000 | ||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount paid | 227,100,000 | |||||||||
Gain or loss on extinguishment | $ 0 | |||||||||
Strike price of the call transaction (in dollars per share) | $ 26.42 | |||||||||
Strike price of warrant transactions (in dollars per share) | $ 32.22 | |||||||||
December 2016 Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior credit facility, maximum borrowing capacity | $ 1,500,000,000 | |||||||||
December 2016 Amendment | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior credit facility, maximum borrowing capacity | 500,000,000 | |||||||||
December 2016 Amendment | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior credit facility, maximum borrowing capacity | 1,000,000,000 | |||||||||
December 2016 Amendment | Standby Letters of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior credit facility, maximum borrowing capacity | 60,000,000 | |||||||||
December 2016 Amendment | Swingline Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior credit facility, maximum borrowing capacity | $ 60,000,000 | |||||||||
August 2015 Amendment | Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior credit facility, maximum borrowing capacity | $ 350,000,000 | |||||||||
August 2015 Amendment | Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior credit facility, maximum borrowing capacity | $ 750,000,000 | |||||||||
July 2014 Amendment | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Cash balance threshold above which excess amount is not subject to any restriction of use or investment | $ 40,000,000 | |||||||||
Capitalized incremental financing costs | 4,500,000 | 4,500,000 | 1,400,000 | |||||||
Amortization of debt issuance costs | 500,000 | |||||||||
July 2014 Amendment | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit, commitment fee percentage | 0.15% | |||||||||
July 2014 Amendment | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit, commitment fee percentage | 0.30% | |||||||||
July 2014 Amendment | Eurodollar | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates available to the company at its option | 1.00% | |||||||||
July 2014 Amendment | Eurodollar | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates available to the company at its option | 1.00% | |||||||||
July 2014 Amendment | Eurodollar | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates available to the company at its option | 1.75% | |||||||||
July 2014 Amendment | Federal Funds | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates available to the company at its option | 0.50% | |||||||||
Senior Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility outstanding | $ 165,000,000 | $ 165,000,000 | $ 150,000,000 | |||||||
Weighted average interest rate on debt | 2.20% | 2.20% | 1.90% | |||||||
Available borrowings under senior secured revolving credit facility | $ 835,000,000 | $ 835,000,000 | ||||||||
Fair value of outstanding borrowings | 147,700,000 | 147,700,000 | ||||||||
Senior Credit Facility | Standby Letters of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility outstanding | $ 500,000 | 500,000 | $ 0 | |||||||
Amounts drawn | $ 0 | |||||||||
2016 Convertible Senior Notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount outstanding | 227,100,000 | $ 230,000,000 | ||||||||
Interest rate on debt | 1.625% | 1.625% | 1.625% | |||||||
Carrying amount of liability | 218,700,000 | |||||||||
Unamortized discount | $ 8,400,000 | |||||||||
Strike price of the call transaction (in dollars per share) | $ 28.72 | $ 28.72 | ||||||||
Strike price of warrant transactions (in dollars per share) | $ 35.03 | $ 35.03 |
DEBT (Schedule of Debt Maturity
DEBT (Schedule of Debt Maturity) (Details) - Term Loan $ in Thousands | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |
2,017 | $ 0 |
2,018 | 25,000 |
2,019 | 25,000 |
2,020 | 37,500 |
2,021 | $ 412,500 |
DEBT (Components of Interest Ex
DEBT (Components of Interest Expense) (Details) - 2016 Convertible Senior Notes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Debt Instrument [Line Items] | |||
Amortization of the discount on the liability component | $ 8,073 | $ 7,917 | $ 7,104 |
Cash interest related to the contractual interest coupon | 3,407 | 3,430 | 3,342 |
Total | 11,480 | 11,347 | 10,446 |
Amortization of debt discount, capitalized interest | 300 | 600 | 900 |
Cash interest related to contractual interest coupon, capitalized interest | $ 100 | $ 300 | $ 400 |
DERIVATIVE INSTRUMENTS (Narrati
DERIVATIVE INSTRUMENTS (Narrative) (Details) | 12 Months Ended | |||
Dec. 31, 2016USD ($)instrument | Dec. 31, 2015USD ($) | Jul. 12, 2016USD ($) | Jun. 22, 2016USD ($)instrument | |
Derivative [Line Items] | ||||
Amount estimated to be reclassified to earnings during next twelve months | $ 200,000 | |||
Gain (loss) on hedging ineffectiveness | $ 0 | $ 0 | ||
Interest rate swap | ||||
Derivative [Line Items] | ||||
Number of derivative contracts | instrument | 3 | |||
Derivative, notional amount | $ 150,000,000 | $ 50,000,000 | ||
Reclassification of pre-tax losses recorded as net in AOCI | $ 0 | $ 900,000 | ||
Cash flow hedging | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Interest rate swap expiration date | August 10, 2015 | |||
Cash flow hedging | Designated as hedging instrument | Interest rate swap | ||||
Derivative [Line Items] | ||||
Number of derivative contracts | instrument | 2 | |||
Derivative, notional amount | $ 150,000,000 | |||
Cash flow hedging | Designated as hedging instrument | Interest rate swap one | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 50,000,000 | |||
Cash flow hedging | Designated as hedging instrument | Interest rate swap two | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 50,000,000 |
DERIVATIVE INSTRUMENTS (Summary
DERIVATIVE INSTRUMENTS (Summary of Fair Value in Balance Sheet for Derivatives Designated Hedging Instruments) (Details) $ in Thousands | Dec. 31, 2016USD ($)instrument | Jul. 12, 2016USD ($) |
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 1,871 | |
Interest rate swap | ||
Derivatives, Fair Value [Line Items] | ||
Derivative, number of instruments | instrument | 3 | |
Derivative, notional amount | $ 150,000 | $ 50,000 |
Designated as hedging instrument | Interest rate swap | Prepaid Expenses and Other Current Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 242 | |
Designated as hedging instrument | Interest rate swap | Other Assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 1,629 |
DERIVATIVE INSTRUMENTS (Effect
DERIVATIVE INSTRUMENTS (Effect of Derivative Instruments Designated Cash Flow Hedges on Statements of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance in AOCI Beginning of Year | $ 0 | $ (898) |
Amount of Gain (Loss) Recognized in AOCI- (Effective Portion) | 1,871 | (25) |
Amount of Gain (Loss) Reclassified from AOCI into Earnings-(Effective Portion) | 0 | (923) |
Balance in AOCI End of Year | 1,871 | 0 |
Interest (expense) | Interest rate swap | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance in AOCI Beginning of Year | 0 | (898) |
Amount of Gain (Loss) Recognized in AOCI- (Effective Portion) | 1,871 | (25) |
Amount of Gain (Loss) Reclassified from AOCI into Earnings-(Effective Portion) | 0 | (923) |
Balance in AOCI End of Year | $ 1,871 | $ 0 |
TREASURY STOCK (Narrative) (Det
TREASURY STOCK (Narrative) (Details) - USD ($) | Dec. 31, 2016 | Dec. 15, 2016 | Oct. 25, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | |||||
Treasury stock, shares, retired (in shares) | 17,800,000 | ||||
Treasury stock, aggregate cost | $ 123,051,000 | $ 123,051,000 | $ 367,121,000 | ||
Stock repurchase program, authorized amount (up to) | $ 150,000,000 | ||||
Amount available for share repurchase under this latest authorization | $ 150,000,000 | $ 150,000,000 | |||
Common stock from the exercise of call option with hedge participants (in shares) | 2,900,000 | 2,946,000 | |||
Price per share (in dollars per share) | $ 41.78 | ||||
Common stock from the exercise of call option with hedge participants, value | $ 123,100,000 | ||||
Stock repurchased during period (in shares) | 0 | 0 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Thousands | Dec. 31, 2016USD ($)$ / sharesshares | Jul. 02, 2015USD ($) | May 31, 2010shares | Jul. 31, 2008shares | Dec. 31, 2016USD ($)stock_based_compensation_plan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Price per share (in dollars per share) | $ / shares | $ 41.78 | ||||||
Shares available for purchase (in shares) | shares | 2,200,000 | 2,200,000 | |||||
Number of stock-based compensation plans | stock_based_compensation_plan | 3 | ||||||
Share-based compensation expense recognized | $ 17,310 | $ 15,450 | $ 14,554 | ||||
Dividend yield | 0.00% | 0.00% | 0.00% | ||||
Intrinsic value, options exercised | $ 9,700 | $ 5,800 | $ 7,700 | ||||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 12.48 | $ 8.59 | $ 9.08 | ||||
Cash received from option exercises | $ 14,400 | $ 10,100 | $ 18,700 | ||||
Capitalized compensation cost | 500 | 300 | 200 | ||||
Stock Options | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Total unrecognized compensation costs related to unvested awards | $ 4,000 | $ 4,000 | |||||
Weighted-average period for cost recognition, in years | 2 years | ||||||
Restricted Stock, Performance Stock and Contract Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation expense recognized | $ 15,600 | 10,200 | 13,100 | ||||
Total unrecognized compensation costs related to unvested awards | $ 14,800 | $ 14,800 | |||||
Weighted-average period for cost recognition, in years | 2 years | ||||||
Fair value of shares vested | $ 16,200 | 19,900 | $ 9,400 | ||||
Requisite service periods of performance stock, restricted stock and contract stock awards, in years | 3 years | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 3 years | ||||||
Non issued vested restricted stock units (in shares) | shares | 400,000 | 400,000 | |||||
Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Non issued vested restricted stock units (in shares) | shares | 200,000 | 200,000 | |||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | SeaSpine Inc. | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incremental increase in stock based award expense after spinoff | $ 4,400 | ||||||
Share-based compensation expense recognized | $ 700 | $ 3,300 | |||||
Total unrecognized compensation costs related to unvested awards | $ 400 | $ 400 | |||||
Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options exercisable for officers and employees, vesting period, in years | 4 years | ||||||
Stock options exercisable for directors, vesting period, in years | 1 year | ||||||
Stock options exercisable for directors, expiration period, in years | 6 years | ||||||
Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options exercisable for employees, expiration period, in years | 6 years | ||||||
Stock options exercisable for directors, expiration period, in years | 10 years | ||||||
2003 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for issuance (in shares) | shares | 13,000,000 | 13,000,000 | |||||
Increase in authorized shares (in shares) | shares | 3,500,000 | 1,500,000 | |||||
2000 and 2001 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for issuance (in shares) | shares | 4,000,000 | 4,000,000 | |||||
Employee Stock Purchase Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock reserved for issuance (in shares) | shares | 3,000,000 | 3,000,000 | |||||
Shares available for purchase (in shares) | shares | 2,100,000 | 2,100,000 | |||||
Shares issued (in shares) | shares | 12,494 | 12,040 | 8,950 | ||||
ESPP proceeds received | $ 500 | $ 400 | $ 200 |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary Of Employee Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 17,310 | $ 15,450 | $ 14,554 |
Total estimated tax benefit related to stock-based compensation expense | 10,569 | 5,792 | 5,350 |
Net effect on net income | 6,741 | 9,658 | 9,204 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 15,829 | 14,461 | 13,940 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,048 | 714 | 463 |
Cost of goods sold | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 433 | $ 275 | $ 151 |
STOCK-BASED COMPENSATION (Sum62
STOCK-BASED COMPENSATION (Summary Of Weighted-Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 29.00% | 29.00% | 29.00% |
Risk free interest rate | 1.94% | 1.96% | 2.41% |
Expected life of option from grant date | 8 years | 8 years | 8 years |
STOCK-BASED COMPENSATION (Sum63
STOCK-BASED COMPENSATION (Summary Of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of year (in shares) | shares | 2,386 |
Granted (in shares) | shares | 276 |
Exercised (in shares) | shares | (566) |
Forfeited or Expired (in shares) | shares | (13) |
Outstanding at end of year (in shares) | shares | 2,083 |
Vested or expected to vest at end of year (in shares) | shares | 2,083 |
Exercisable at end of year (in shares) | shares | 1,658 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Weighted Average Exercise Price, Outstanding at beginning of year (in dollars per share) | $ / shares | $ 18.55 |
Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | 33.69 |
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares | 17.85 |
Weighted Average Exercise Price, Forfeited or Expired (in dollars per share) | $ / shares | 32.59 |
Weighted Average Exercise Price, Outstanding at end of year (in dollars per share) | $ / shares | 20.65 |
Weighted Average Exercise Price, Vested or expected to vest at end of year (in dollars per share) | $ / shares | 20.65 |
Weighted Average Exercise Price, Exercisable at end of year (in dollars per share) | $ / shares | $ 18 |
Weighted Average Contractual Term in Years, Outstanding at end of year | 3 years 4 months 24 days |
Weighted Average Contractual Term in Years, Vested or expected to vest at end of year | 3 years 4 months 24 days |
Weighted Average Contractual Term in Years, Exercisable at end of year | 2 years 6 months 3 days |
Aggregate Intrinsic Value, Outstanding at end of year | $ | $ 46,340 |
Aggregate Intrinsic Value, Vested or expected to vest at end of year | $ | 46,340 |
Aggregate Intrinsic Value, Exercisable at end of year | $ | $ 41,292 |
STOCK-BASED COMPENSATION (Sum64
STOCK-BASED COMPENSATION (Summary Of Vested And Unvested Restricted Stock, Performance Stock, and Contract Stock) (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Restricted Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested beginning balance (in shares) | shares | 588 |
Granted (in shares) | shares | 289 |
Cancellations (in shares) | shares | (52) |
Released (in shares) | shares | (313) |
Vested but not released (in shares) | shares | 0 |
Unvested ending balance (in shares) | shares | 512 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted Average Grant Date Fair Value Per Share, Unvested beginning balance (in dollars per share) | $ / shares | $ 24.10 |
Weighted Average Grant Date Fair Value Per Share, Granted (in dollars per share) | $ / shares | 33.71 |
Weighted Average Grant Date Fair Value Per Share, Cancellations (in dollars per share) | $ / shares | 27.83 |
Weighted Average Grant Date Fair Value Per Share, Released (in dollars per share) | $ / shares | 22.09 |
Weighted Average Grant Date Fair Value Per Share, Vested but not released (in dollars per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value Per Share, Unvested ending balance (in dollars per share) | $ / shares | $ 28.49 |
Performance Stock and Contract Stock Awards | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Unvested beginning balance (in shares) | shares | 332 |
Granted (in shares) | shares | 203 |
Adjustments for performance achievement related to award target (in shares) | shares | 25 |
Cancellations (in shares) | shares | (12) |
Released (in shares) | shares | (15) |
Vested but not released (in shares) | shares | (188) |
Unvested ending balance (in shares) | shares | 345 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
Weighted Average Grant Date Fair Value Per Share, Unvested beginning balance (in dollars per share) | $ / shares | $ 16.65 |
Weighted Average Grant Date Fair Value Per Share, Granted (in dollars per share) | $ / shares | 32.70 |
Adjustments for performance achievement related to award target (in dollars per share) | $ / shares | 31.07 |
Weighted Average Grant Date Fair Value Per Share, Cancellations (in dollars per share) | $ / shares | 30.52 |
Weighted Average Grant Date Fair Value Per Share, Released (in dollars per share) | $ / shares | 25.03 |
Weighted Average Grant Date Fair Value Per Share, Vested but not released (in dollars per share) | $ / shares | 25.23 |
Weighted Average Grant Date Fair Value Per Share, Unvested ending balance (in dollars per share) | $ / shares | $ 21.62 |
RETIREMENT BENEFITS PLANS (Narr
RETIREMENT BENEFITS PLANS (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Employer contributions | $ 1.8 | ||
Selling, general and administrative expenses recorded in conjunction with the buy-out of the plan | 5.6 | ||
Total contributions made by the Company | $ 5.6 | $ 3.7 | $ 3 |
LEASES AND RELATED PARTY LEAS66
LEASES AND RELATED PARTY LEASES (Schedule Of Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leased Assets [Line Items] | |
2,017 | $ 9,850 |
2,018 | 8,092 |
2,019 | 6,989 |
2,020 | 4,569 |
2,021 | 3,710 |
Thereafter | 26,716 |
Total minimum lease payments | 59,926 |
Related Parties | |
Operating Leased Assets [Line Items] | |
2,017 | 276 |
2,018 | 296 |
2,019 | 296 |
2,020 | 296 |
2,021 | 296 |
Thereafter | 3,201 |
Total minimum lease payments | 4,661 |
Third Parties | |
Operating Leased Assets [Line Items] | |
2,017 | 9,574 |
2,018 | 7,796 |
2,019 | 6,693 |
2,020 | 4,273 |
2,021 | 3,414 |
Thereafter | 23,515 |
Total minimum lease payments | $ 55,265 |
LEASES AND RELATED PARTY LEAS67
LEASES AND RELATED PARTY LEASES (Narrative) (Details) - USD ($) | Dec. 27, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Operating Leased Assets [Line Items] | ||||
Total rental expense | $ 10,300,000 | $ 10,100,000 | $ 10,200,000 | |
Capital leases,future minimum payments | 0 | |||
Production equipment purchased | 47,328,000 | 33,413,000 | 38,340,000 | |
Related Party | ||||
Operating Leased Assets [Line Items] | ||||
Total rental expense | 300,000 | $ 300,000 | $ 300,000 | |
Payment per year to related party lessor | $ 100,000 | |||
Production equipment purchased | $ 400,000 | |||
Percent of manufacturing facility owned by corporation whose shareholders are trusts whose beneficiaries include family members of company's former chairman | 50.00% | |||
Annual rate of lease agreement | $ 300,000 | |||
Related Party | Five-Year Option Lease From November 1, 2032 Through October 31, 2037 | ||||
Operating Leased Assets [Line Items] | ||||
Option to extend lease, years | 5 years | |||
Period for extended lease | November 1, 2032 through October 31, 2037 | |||
Related Party | Five-Year Option Lease From November 1, 2037 Through October 31, 2042 | ||||
Operating Leased Assets [Line Items] | ||||
Option to extend lease, years | 5 years | |||
Period for extended lease | November 1, 2037 through October 31, 2042 |
INCOME TAXES (Schedule Of Incom
INCOME TAXES (Schedule Of Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
United States operations | $ 51,351 | $ 37,450 | $ 21,349 |
Foreign operations | 39,055 | 23,221 | 24,217 |
Income from continuing operations before income taxes | $ 90,406 | $ 60,671 | $ 45,566 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Increase (decrease) in income taxes resulting from: | |||
State income taxes, net of federal tax benefit | (0.20%) | 1.30% | 5.60% |
Foreign operations | (10.00%) | (12.50%) | (16.70%) |
Spine valuation allowance | 0.00% | 61.10% | 0.00% |
Excess tax benefits from stock compensation | (3.90%) | 0.00% | 0.00% |
Charitable contributions | (0.40%) | (1.00%) | (2.70%) |
Domestic production activities deduction | (2.60%) | (2.40%) | (2.70%) |
Intercompany profit in inventory | 1.00% | 3.10% | (0.40%) |
Nondeductible facilitative costs | 0.20% | 3.10% | 1.10% |
Changes in valuation allowances | 0.40% | 0.30% | 2.10% |
Uncertain tax positions | (0.30%) | 0.20% | (3.40%) |
Research and development credit | (1.20%) | (1.90%) | (1.80%) |
Return to provision | (1.50%) | 1.70% | 1.40% |
Other | 1.00% | 0.70% | 2.80% |
Effective tax rate | 17.50% | 88.70% | 20.30% |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax [Line Items] | |||
Change in effective income tax rate during the period | (71.20%) | ||
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount | $ 3,800 | ||
Amount of unrecorded benefit expected to be recognized | 700 | ||
Effective income tax rate reconciliation, foreign income tax rate differential, increase (decrease), amount | $ 800 | $ (2,300) | $ (1,200) |
Effective foreign income tax rate | 12.70% | 10.60% | 4.90% |
Change in effective foreign income tax rate during period | 2.10% | (5.70%) | (39.60%) |
Undistributed earnings of foreign subsidiaries | $ 301,300 | ||
Estimated tax liability on undistributed earnings of foreign subsidiaries | 42,500 | ||
Operating loss carryforwards, not subject to expiration | 21,700 | ||
Less valuation allowance | 3,604 | $ 4,887 | $ 6,800 |
Deferred tax assets, gross | 79,230 | 82,481 | 91,100 |
Valuation allowances and reserves, period increase (decrease) | (1,300) | $ (1,900) | |
Unrecognized tax benefits that would impact effective tax rate | 800 | ||
Benefit for income tax penalties and interest expense | 200 | ||
Penalties and interest accrued | $ 100 | ||
Accounting Standards Update 2016-09 | |||
Income Tax [Line Items] | |||
Effective income tax rate reconciliation, share-based compensation, excess tax benefit, amount | 1,400 | ||
Tax benefit, Federal research credit study | 500 | ||
Internal Revenue Service (IRS) | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 28,500 | ||
Foreign Tax Authority | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 24,200 | ||
Operating loss carryforwards, subject to expiration | 2,500 | ||
State and Local Jurisdiction | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 14,000 |
INCOME TAXES (Schedule Of Provi
INCOME TAXES (Schedule Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 13,700 | $ 46,665 | $ 10,330 |
State | 2,503 | 2,301 | 2,124 |
Foreign | 6,113 | 5,205 | 3,666 |
Total current | 22,316 | 54,171 | 16,120 |
Deferred: | |||
Federal | (3,400) | 1,282 | (5,524) |
State | (1,751) | (394) | 695 |
Foreign | (1,323) | (1,239) | (2,020) |
Total deferred | (6,474) | (351) | (6,849) |
Provision for income taxes | $ 15,842 | $ 53,820 | $ 9,271 |
INCOME TAXES (Schedule Of Defer
INCOME TAXES (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Assets: | |||
Doubtful accounts | $ 2,344 | $ 1,943 | |
Inventory related items | 30,074 | 24,417 | |
Tax credits | 1,040 | 3,137 | |
Accrued vacation | 3,264 | 2,713 | |
Accrued bonus | 7,842 | 7,555 | |
Stock compensation | 16,031 | 16,222 | |
Deferred revenue | 2,345 | 767 | |
Net operating loss carryforwards | 14,855 | 17,548 | |
Federal & state tax credits | 0 | 6,227 | |
Others | 1,435 | 1,952 | |
Total deferred tax assets | 79,230 | 82,481 | $ 91,100 |
Less valuation allowance | 3,604 | 4,887 | $ 6,800 |
Deferred tax assets after valuation allowance | 75,626 | 77,594 | |
Liabilities: | |||
Intangible and fixed assets | (216,779) | (225,328) | |
Others | (853) | (225) | |
Total deferred tax liabilities | (217,632) | (225,553) | |
Total net deferred tax liabilities | $ (142,006) | $ (147,959) |
INCOME TAXES (Schedule of Uncer
INCOME TAXES (Schedule of Uncertain Tax Benefits Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Uncertain Tax Benefits [Roll Forward] | |||
Balance, beginning of year | $ 1,085 | $ 959 | $ 3,040 |
Gross increases: | |||
Prior years' tax positions | 380 | 541 | 527 |
Gross decreases: | |||
Prior years' tax positions | (546) | 0 | (286) |
Settlements | 0 | 0 | (828) |
Statute of limitations lapses | (131) | (404) | (1,494) |
Other | (34) | (11) | 0 |
Balance, end of year | $ 754 | $ 1,085 | $ 959 |
NET INCOME (LOSS) PER SHARE (Ba
NET INCOME (LOSS) PER SHARE (Basic and Diluted Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Basic net income (loss) per share: | |||||||||||
Net income from continuing operations | $ 28,246 | $ 20,144 | $ 12,755 | $ 13,419 | $ 14,980 | $ (31,881) | $ 12,020 | $ 11,732 | $ 74,564 | $ 6,851 | $ 36,295 |
Net loss from discontinued operations | 0 | (10,370) | (2,291) | ||||||||
Net income (loss) | $ 28,246 | $ 20,144 | $ 12,755 | $ 13,419 | $ 14,980 | $ (31,881) | $ 4,998 | $ 8,384 | $ 74,564 | $ (3,519) | $ 34,004 |
Weighted average common shares outstanding, basic (in shares) | 74,386 | 68,990 | 64,864 | ||||||||
Basic net income per common share from continuing operations (in dollars per share) | $ 0.38 | $ 0.27 | $ 0.17 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.18 | $ 0.18 | $ 1 | $ 0.10 | $ 0.56 |
Basic net loss per common share from discontinued operations (in dollars per share) | 0 | (0.15) | (0.04) | ||||||||
Net income (loss) per share - basic (in dollars per share) | $ 0.38 | $ 0.27 | $ 0.17 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.08 | $ 0.13 | $ 1 | $ (0.05) | $ 0.52 |
Diluted net income (loss) per share: | |||||||||||
Net income from continuing operations | $ 28,246 | $ 20,144 | $ 12,755 | $ 13,419 | $ 14,980 | $ (31,881) | $ 12,020 | $ 11,732 | $ 74,564 | $ 6,851 | $ 36,295 |
Loss from discontinued operations (net of tax benefit) | 0 | (10,370) | (2,291) | ||||||||
Net income (loss) | $ 28,246 | $ 20,144 | $ 12,755 | $ 13,419 | $ 14,980 | $ (31,881) | $ 4,998 | $ 8,384 | $ 74,564 | $ (3,519) | $ 34,004 |
Weighted average common shares outstanding, basic (in shares) | 74,386 | 68,990 | 64,864 | ||||||||
Effect of dilutive securities: | |||||||||||
2016 Convertible notes and related warrants (in shares) | 3,462 | 922 | 0 | ||||||||
Stock options and restricted stock (in shares) | 1,346 | 1,442 | 1,056 | ||||||||
Weighted average common shares for diluted earnings per share (in shares) | 79,194 | 71,354 | 65,920 | ||||||||
Diluted net income per common share from continuing operations (in dollars per share) | $ 0.35 | $ 0.25 | $ 0.16 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.18 | $ 0.18 | $ 0.94 | $ 0.10 | $ 0.55 |
Diluted net loss per common share from discontinued operations (in dollars per share) | 0 | (0.15) | (0.03) | ||||||||
Net income (loss) per share - diluted (in dollars per share) | $ 0.35 | $ 0.25 | $ 0.16 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.08 | $ 0.13 | $ 0.94 | $ (0.05) | $ 0.52 |
NET INCOME (LOSS) PER SHARE (Na
NET INCOME (LOSS) PER SHARE (Narrative) (Details) - USD ($) shares in Thousands, $ in Thousands | Dec. 15, 2016 | Jul. 02, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Allocated share-based compensation expense | $ 17,310 | $ 15,450 | $ 14,554 | ||
Shares excluded from computation as their effect would be antidilutive (in shares) | 200 | 200 | 400 | ||
Stock issued during period, shares, conversion of convertible securities (in shares) | 2,900 | ||||
Common stock from the exercise of call option with hedge participants (in shares) | 2,900 | 2,946 | |||
Common Stock | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Stock issued during period, shares, conversion of convertible securities (in shares) | 2,900 | 2,946 | |||
Performance Shares and Restricted Units | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Additional EPS shares | 600 | ||||
Discontinued Operations, Disposed of by Means Other than Sale, Spinoff | SeaSpine Inc. | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Increase in incremental fair value, stock-based compensation awards | $ 4,400 | ||||
Allocated share-based compensation expense | $ 700 | $ 3,300 | |||
Compensation cost not yet recognized | $ 400 |
ACCUMULATED OTHER COMPREHENSI76
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning Balance | $ 751,443,000 |
Ending Balance | 839,667,000 |
Reclassification adjustment out of accumulated comprehensive loss | 0 |
Gains and Losses on Cash Flow Hedges | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning Balance | 0 |
Other comprehensive income (loss) before reclassifications | 1,071,000 |
Current period other comprehensive income (loss) | 1,071,000 |
Ending Balance | 1,071,000 |
Defined Benefit Pension Items | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning Balance | 9,000 |
Other comprehensive income (loss) before reclassifications | (45,000) |
Current period other comprehensive income (loss) | (45,000) |
Ending Balance | (36,000) |
Foreign Currency Items | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning Balance | (47,911,000) |
Other comprehensive income (loss) before reclassifications | (10,278,000) |
Current period other comprehensive income (loss) | (10,278,000) |
Ending Balance | (58,189,000) |
AOCI Attributable to Parent | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning Balance | (47,902,000) |
Other comprehensive income (loss) before reclassifications | (9,252,000) |
Current period other comprehensive income (loss) | (9,252,000) |
Ending Balance | $ (57,154,000) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | Feb. 23, 2017USD ($) | Jul. 17, 2015USD ($) | Dec. 31, 2016case |
Indemnification period one - up to fifteen months after close | Subsequent Event | |||
Loss Contingencies [Line Items] | |||
Indemnification payments received | $ 0 | ||
Indemnification payments owed | $ 0 | ||
TEI | |||
Loss Contingencies [Line Items] | |||
Number of active cases | case | 50 | ||
Indemnification policy in place | $ 3,000,000 | ||
TEI | Indemnification period one - up to fifteen months after close | |||
Loss Contingencies [Line Items] | |||
Maximum indemnification from acquisition | $ 30,000,000 | ||
Period of indemnification | 15 months | ||
TEI | Indemnification period two - up to three years after close | |||
Loss Contingencies [Line Items] | |||
Maximum indemnification from acquisition | $ 30,000,000 | ||
Period of indemnification | 3 years | ||
Minimum indemnification from acquisition | $ 20,000,000 | ||
TEI | Third party insurer | |||
Loss Contingencies [Line Items] | |||
Indemnification policy in place | $ 3,000,000 |
SEGMENT AND GEOGRAPHIC INFORM78
SEGMENT AND GEOGRAPHIC INFORMATION (Narrative) (Details) | Jul. 31, 2015Segment | Mar. 31, 2015Segment | Dec. 31, 2016Segmentproduct | Dec. 31, 2016Segment |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | Segment | 3 | 3 | 2 | 2 |
Specialty Surgical Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Number of products offered (more than) | product | 60,000 |
SEGMENT AND GEOGRAPHIC INFORM79
SEGMENT AND GEOGRAPHIC INFORMATION (Net Sales and Profit by Reportable Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Net Sales | |||||||||||
Revenues | $ 255,664 | $ 250,332 | $ 249,309 | $ 236,770 | $ 241,160 | $ 226,367 | $ 212,673 | $ 202,534 | $ 992,075 | $ 882,734 | $ 796,717 |
Segment Profit | |||||||||||
Operating income | 115,340 | 79,587 | 67,857 | ||||||||
Amortization | (13,862) | (9,953) | (6,810) | ||||||||
Operating Segments | |||||||||||
Segment Profit | |||||||||||
Operating income | 360,481 | 330,323 | 295,403 | ||||||||
Operating Segments | Specialty Surgical Solutions | |||||||||||
Segment Net Sales | |||||||||||
Revenues | 632,524 | 586,918 | 554,872 | ||||||||
Segment Profit | |||||||||||
Operating income | 256,629 | 242,479 | 210,146 | ||||||||
Operating Segments | Orthopedics and Tissue Technologies | |||||||||||
Segment Net Sales | |||||||||||
Revenues | 359,551 | 295,816 | 241,845 | ||||||||
Segment Profit | |||||||||||
Operating income | 103,852 | 87,844 | 85,257 | ||||||||
Segment Reconciling Items | |||||||||||
Segment Profit | |||||||||||
Amortization | (13,862) | (9,953) | (6,810) | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Profit | |||||||||||
Operating income | $ (231,279) | $ (240,783) | $ (220,736) |
SEGMENT AND GEOGRAPHIC INFORM80
SEGMENT AND GEOGRAPHIC INFORMATION (Total Revenue by Major Geographic Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | $ 255,664 | $ 250,332 | $ 249,309 | $ 236,770 | $ 241,160 | $ 226,367 | $ 212,673 | $ 202,534 | $ 992,075 | $ 882,734 | $ 796,717 |
Total long-lived assets | 234,103 | 213,147 | 234,103 | 213,147 | |||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | 765,608 | 680,824 | 596,303 | ||||||||
Total long-lived assets | 213,898 | 192,900 | 213,898 | 192,900 | |||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | 120,588 | 103,057 | 99,207 | ||||||||
Total long-lived assets | 18,970 | 19,169 | 18,970 | 19,169 | |||||||
Rest of the World | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | 105,879 | 98,853 | $ 101,207 | ||||||||
Total long-lived assets | $ 1,235 | $ 1,078 | $ 1,235 | $ 1,078 |
SUBSEQUENT EVENTS (Narrative) (
SUBSEQUENT EVENTS (Narrative) (Details) | Feb. 14, 2017USD ($) | Jan. 10, 2017USD ($)$ / shares | Feb. 06, 2017USD ($)institutioninstrument | Dec. 31, 2016USD ($)instrument$ / shares | Oct. 25, 2016$ / shares | Jul. 12, 2016USD ($) | Jun. 22, 2016instrument | Dec. 31, 2015$ / shares |
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Interest rate swap | ||||||||
Subsequent Event [Line Items] | ||||||||
Derivative, number of instruments | instrument | 3 | |||||||
Derivative, notional amount | $ 150,000,000 | $ 50,000,000 | ||||||
Interest rate swap | Designated as hedging instrument | Cash flow hedging | ||||||||
Subsequent Event [Line Items] | ||||||||
Derivative, number of instruments | instrument | 2 | |||||||
Derivative, notional amount | $ 150,000,000 | |||||||
Subsequent Event | Interest rate swap | Designated as hedging instrument | Cash flow hedging | ||||||||
Subsequent Event [Line Items] | ||||||||
Derivative, number of instruments | instrument | 2 | |||||||
Derivative, number of financial institutions | institution | 2 | |||||||
Subsequent Event | Interest Rate Swap Three | Designated as hedging instrument | Cash flow hedging | ||||||||
Subsequent Event [Line Items] | ||||||||
Derivative, notional amount | $ 50,000,000 | |||||||
Subsequent Event | Interest Rate Swap Four | Designated as hedging instrument | Cash flow hedging | ||||||||
Subsequent Event [Line Items] | ||||||||
Derivative, notional amount | $ 100,000,000 | |||||||
Derma Sciences | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | |||||||
Expected consideration to be transferred | $ 207,600,000 | |||||||
DePuy Synthes | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Expected consideration to be transferred | $ 1,000,000,000 | |||||||
DePuy Synthes | DePuy Synthes | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Alternative transaction, percentage of assets (or more) | 25.00% | |||||||
Reimbursement expense, if offer not accepted prior to expiration | $ 10,500,000 | |||||||
Termination fee, if requirements not met | $ 41,800,000 | |||||||
Termination fee due if alternate proposal accepted, period after termination of offer | 12 months | |||||||
Common Stock | Derma Sciences | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | $ 7 | |||||||
Series A Preferred Stock | Derma Sciences | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | 32 | |||||||
Series B Preferred Stock | Derma Sciences | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Share price (in dollars per share) | $ / shares | $ 48 |
SELECTED QUARTERLY INFORMATIO82
SELECTED QUARTERLY INFORMATION - UNAUDITED (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Total revenue, net | $ 255,664 | $ 250,332 | $ 249,309 | $ 236,770 | $ 241,160 | $ 226,367 | $ 212,673 | $ 202,534 | $ 992,075 | $ 882,734 | $ 796,717 |
Gross margin | 170,242 | 161,003 | 159,744 | 151,997 | 151,159 | 140,298 | 137,422 | 127,313 | 642,986 | 556,192 | |
Continuing Operations, Net (loss) income | $ 28,246 | $ 20,144 | $ 12,755 | $ 13,419 | $ 14,980 | $ (31,881) | $ 12,020 | $ 11,732 | $ 74,564 | $ 6,851 | $ 36,295 |
Continuing Operations, Per Share-Basic (in dollars per share) | $ 0.38 | $ 0.27 | $ 0.17 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.18 | $ 0.18 | $ 1 | $ 0.10 | $ 0.56 |
Continuing Operations, Per Share-Diluted (in dollars per share) | $ 0.35 | $ 0.25 | $ 0.16 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.18 | $ 0.18 | $ 0.94 | $ 0.10 | $ 0.55 |
Net income (loss) | $ 28,246 | $ 20,144 | $ 12,755 | $ 13,419 | $ 14,980 | $ (31,881) | $ 4,998 | $ 8,384 | $ 74,564 | $ (3,519) | $ 34,004 |
Net Income, Per Share-Basic (in dollars per share) | $ 0.38 | $ 0.27 | $ 0.17 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.08 | $ 0.13 | $ 1 | $ (0.05) | $ 0.52 |
Net Income, Per Share-Diluted (in dollars per share) | $ 0.35 | $ 0.25 | $ 0.16 | $ 0.18 | $ 0.20 | $ (0.45) | $ 0.08 | $ 0.13 | $ 0.94 | $ (0.05) | $ 0.52 |
Accounting Standards Update 2016-09 | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Net income, restated to reflect the effect of adoption | $ 1,800 |
SCHEDULE II - VALUATION AND Q83
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for doubtful accounts and sales returns and allowances | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 5,572 | $ 5,659 | $ 5,126 |
Charged to Costs and Expenses | 2,009 | 1,262 | 2,211 |
Deductions | (1,262) | (1,349) | (1,678) |
Balance at End of Period | 6,319 | 5,572 | 5,659 |
Deferred tax assets valuation allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 4,887 | 6,772 | 7,283 |
Charged to Costs and Expenses | (1,228) | 80 | 3 |
Deductions | (55) | (1,965) | (514) |
Balance at End of Period | $ 3,604 | $ 4,887 | $ 6,772 |