Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 22, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
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 | ||
Emerging Growth Company | false | ||
Smaller Reporting Company | false | ||
Shell Company | false | ||
Entity Public Float | $ 4,504.4 | ||
Entity Common Stock, Shares Outstanding (in shares) | 85,229,075 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Total revenue, net | $ 1,472,441 | $ 1,188,236 | $ 992,075 |
Costs and Expenses: | |||
Cost of goods sold | 571,496 | 435,511 | 349,089 |
Research and development | 78,041 | 63,455 | 58,155 |
Selling, general and administrative | 690,746 | 624,096 | 455,629 |
Intangible asset amortization | 21,160 | 20,370 | 13,862 |
Total costs and expenses | 1,361,443 | 1,143,432 | 876,735 |
Operating income | 110,998 | 44,804 | 115,340 |
Interest income | 2,800 | 255 | 24 |
Interest expense | (64,683) | (35,019) | (25,803) |
Other income, net | 8,288 | 1,345 | 845 |
Income before income taxes | 57,403 | 11,385 | 90,406 |
(Benefit from) provision for income taxes | (3,398) | (53,358) | 15,842 |
Net income | $ 60,801 | $ 64,743 | $ 74,564 |
Basic net income per common share (in dollars per share) | $ 0.73 | $ 0.84 | $ 1 |
Diluted net income per common share (in dollars per share) | $ 0.72 | $ 0.82 | $ 0.94 |
Weighted average common shares outstanding (See Note 13): | |||
Basic (in shares) | 82,857 | 76,897 | 74,386 |
Diluted (in shares) | 83,999 | 79,121 | 79,194 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 60,801 | $ 64,743 | $ 74,564 |
Other comprehensive income (loss), before tax: | |||
Change in foreign currency translation adjustments | (19,159) | 37,454 | (10,278) |
Unrealized gain (loss) on derivatives | |||
Unrealized derivative (loss) gain arising during period | 11,709 | (3,425) | 1,871 |
Less: Reclassification adjustments for gains included in net income | 13,400 | 2,958 | 0 |
Unrealized (loss) gain on derivatives | (1,691) | (6,383) | 1,871 |
Defined benefit pension plan - net (loss) gain arising during period | (643) | (57) | (45) |
Total other comprehensive income (loss), before tax | (21,493) | 31,014 | (8,452) |
Income tax benefit (expense) related to items in other comprehensive loss | (143) | 2,333 | (800) |
Total other comprehensive income (loss), net of tax | (21,636) | 33,347 | (9,252) |
Comprehensive income, net of tax | $ 39,165 | $ 98,090 | $ 65,312 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 138,838 | $ 174,935 |
Trade accounts receivable, net of allowances of $3,719 and $8,882 | 265,737 | 251,799 |
Inventories, net | 280,347 | 296,332 |
Prepaid expenses and other current assets | 90,160 | 99,080 |
Total current assets | 775,082 | 822,146 |
Property, plant and equipment, net | 300,112 | 269,251 |
Intangible assets, net | 1,079,496 | 1,159,627 |
Goodwill | 926,475 | 937,905 |
Deferred tax assets | 6,805 | 6,250 |
Other assets | 19,917 | 16,078 |
Total assets | 3,107,887 | 3,211,257 |
Current Liabilities: | ||
Borrowings under senior credit facility | 22,500 | 60,000 |
Accounts payable, trade | 76,050 | 93,967 |
Deferred revenue | 3,764 | 11,051 |
Accrued compensation | 75,693 | 73,392 |
Short-term portion of contingent consideration | 0 | 22,793 |
Accrued expenses and other current liabilities | 84,545 | 87,708 |
Total current liabilities | 262,552 | 348,911 |
Long-term borrowings under senior credit facility | 1,210,513 | 1,781,142 |
Long-term borrowings under securitization facility | 121,200 | 0 |
Deferred tax liabilities | 57,778 | 65,130 |
Other liabilities | 80,048 | 53,768 |
Total liabilities | 1,732,091 | 2,248,951 |
Commitments and contingencies (Refer to Note 15) | ||
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; 88,044 and 81,306 issued at December 31, 2018 and 2017, respectively | 880 | 813 |
Additional paid-in capital | 1,192,601 | 821,758 |
Treasury stock, at cost; 2,881 and 2,912 shares at December 31, 2018 and 2017, respectively | (120,615) | (121,644) |
Accumulated other comprehensive loss | (45,443) | (23,807) |
Retained earnings | 348,373 | 285,186 |
Total stockholders’ equity | 1,375,796 | 962,306 |
Total liabilities and stockholders’ equity | $ 3,107,887 | $ 3,211,257 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowances | $ 3,719 | $ 8,882 |
Preferred Stock, par value (in dollars per share) | $ 0 | |
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) | 88,044,000 | 81,306,000 |
Treasury stock, shares (in shares) | 2,881,000 | 2,912,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING ACTIVITIES: | |||
Net income | $ 60,801 | $ 64,743 | $ 74,564 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 110,730 | 88,945 | 72,665 |
Non-cash impairment charges | 4,941 | 3,290 | 0 |
Deferred income tax benefit | (8,184) | (67,304) | (6,474) |
Share-based compensation | 20,779 | 21,550 | 17,310 |
Amortization of debt issuance costs | 6,270 | 2,722 | 2,529 |
Non-cash interest expense | 0 | 0 | 8,074 |
Realized loss on sale of short-term investments | 0 | 2,287 | 0 |
Loss on disposal of property and equipment | 1,385 | 6,989 | 1,765 |
Gain on divestiture of business | 0 | (2,645) | 0 |
Change in fair value of contingent consideration and others | 1,214 | (4,710) | (13) |
Payment of accreted interest | 0 | 0 | (42,786) |
Changes in assets and liabilities, net of business acquisitions: | |||
Accounts receivable | (17,021) | (89,698) | (17,518) |
Inventories | 8,300 | 99 | (9,576) |
Prepaid expenses and other current assets | 3,933 | (33,808) | 14,912 |
Other non-current assets | 1,052 | (914) | (475) |
Accounts payable, accrued expenses and other current liabilities | 3,588 | 95,321 | (414) |
Deferred revenue | 1,504 | 3,874 | 1,251 |
Other non-current liabilities | 391 | 23,803 | 591 |
Net cash provided by operating activities | 199,683 | 114,544 | 116,405 |
INVESTING ACTIVITIES: | |||
Change in restricted cash | 0 | 0 | 4,165 |
Proceeds from sale of short-term investments | 0 | 16,951 | 0 |
Proceeds from note receivable | 910 | 483 | 0 |
Cash used in business acquisitions, net of cash acquired | 26,704 | (1,241,946) | 225 |
Purchases of property and equipment | (77,741) | (43,503) | (47,328) |
Proceeds from sales of property and equipment | 422 | 293 | 316 |
Proceeds from divestiture of business | 0 | 46,387 | 0 |
Net cash used in investing activities | (49,705) | (1,221,335) | (42,622) |
FINANCING ACTIVITIES: | |||
Proceeds from borrowings of long-term indebtedness | 171,200 | 1,307,000 | 680,000 |
Payments on debt | (660,000) | (117,000) | (511,250) |
Net cash paid for contingent consideration | (38,196) | (4,661) | 0 |
Proceeds from the issuance of common stock, net of issuance costs | 349,590 | 0 | 0 |
Payment of liability component of convertible notes | 0 | 0 | (184,313) |
Payment of capital lease obligation | 0 | 0 | (653) |
Debt issuance costs | (5,037) | (19,043) | (4,530) |
Proceeds from exercised stock options | 9,392 | 9,774 | 10,481 |
Cash taxes paid in net equity settlement | (7,821) | (7,123) | (4,851) |
Net cash provided by (used in) financing activities | (180,872) | 1,168,947 | (15,116) |
Effect of exchange rate changes on cash and cash equivalents | (5,203) | 10,724 | (4,744) |
Net increase (decrease) in cash and cash equivalents | (36,097) | 72,880 | 53,923 |
Cash and cash equivalents at beginning of period | 174,935 | 102,055 | 48,132 |
Cash and cash equivalents at end of period | $ 138,838 | $ 174,935 | $ 102,055 |
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, 2015 | $ 751,443 | $ 917 | $ (367,121) | $ 1,019,670 | $ (47,902) | $ 145,879 |
Beginning Balance, shares (in shares) at Dec. 31, 2015 | 91,714,000 | |||||
Beginning Balance, Treasury Stock, shares (in shares) at Dec. 31, 2015 | (17,830,000) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 74,564 | 74,564 | ||||
Other comprehensive income (loss), net of tax | (9,252) | (9,252) | ||||
Treasury shares retirement | 0 | $ (178) | $ 367,121 | (366,943) | ||
Treasury shares retirement (in shares) | (17,830,000) | (17,830,000) | ||||
Settlement of convertible notes | 0 | $ 29 | (29) | |||
Settlement of convertible notes (in shares) | 2,946,000 | |||||
Exercise of convertible note hedge | 0 | $ (123,051) | 123,051 | |||
Exercise of convertible note hedge (in shares) | (2,946,000) | |||||
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 | |||||
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) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 64,743 | 64,743 | ||||
Other comprehensive income (loss), net of tax | 33,347 | 33,347 | ||||
Issuance of common stock through employee stock purchase plan | 509 | 509 | ||||
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 | 2,138 | $ 8 | $ 1,407 | 723 | ||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes (in shares) | 788,000 | 19,000 | ||||
Exercise of warrants | $ 28 | (28) | ||||
Exercise of warrants (in shares) | 2,840,000 | |||||
Share-based compensation | 21,902 | 21,902 | ||||
Ending Balance at Dec. 31, 2017 | $ 962,306 | $ 813 | $ (121,644) | 821,758 | (23,807) | 285,186 |
Ending Balance, shares (in shares) at Dec. 31, 2017 | 81,306,000 | |||||
Ending Balance, Treasury Stock, shares (in shares) at Dec. 31, 2017 | (2,912,000) | (2,927,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | $ 60,801 | 60,801 | ||||
Other comprehensive income (loss), net of tax | (21,636) | (21,636) | ||||
Issuance of common stock through employee stock purchase plan | 553 | 553 | ||||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes | 1,085 | $ 4 | $ 1,029 | 52 | ||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes (in shares) | 700,000 | 46,000 | ||||
Equity offering | 349,589 | $ 60 | 349,529 | |||
Equity Offering (in shares) | 6,038,000 | |||||
Share-based compensation | 20,712 | $ 3 | 20,709 | |||
Ending Balance at Dec. 31, 2018 | $ 1,375,796 | $ 880 | $ (120,615) | $ 1,192,601 | $ (45,443) | $ 348,373 |
Ending Balance, shares (in shares) at Dec. 31, 2018 | 88,044,000 | |||||
Ending Balance, Treasury Stock, shares (in shares) at Dec. 31, 2018 | (2,881,000) | (2,881,000) |
BUSINESS
BUSINESS | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 | |
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. 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. 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, 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 year's 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. 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. Provision for doubtful accounts net of recoveries, associated with accounts receivable, included in selling, general and administrative expense, were $0.6 million , $2.0 million , and $0.4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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 net realizable value. Inventories consisted of the following: December 31, 2018 2017 (In thousands) Finished goods $ 179,885 $ 190,100 Work in process 47,715 58,637 Raw materials 52,747 47,595 Total inventories, net $ 280,347 $ 296,332 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, 2018 or 2017 . 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, 2018 2017 Useful Lives (In thousands) Land $ 1,837 $ 1,881 Buildings and building improvements 20,472 20,243 5-40 years Leasehold improvements 105,063 90,329 1-20 years Machinery and production equipment 143,921 137,914 3-20 years Surgical instrument kits 31,231 30,511 4-5 years Information systems and hardware 129,962 127,946 1-7 years Furniture, fixtures, and office equipment 17,731 17,394 1-15 years Construction-in-progress 105,075 62,967 Total 555,292 489,185 Less: Accumulated depreciation (255,180 ) (219,934 ) Property, plant and equipment, net $ 300,112 $ 269,251 Depreciation expense associated with property, plant and equipment was $44.1 million , $36.1 million , and $31.2 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. 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, 2018 and 2017 , respectively, the Company capitalized $2.3 million and $1.1 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. Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at fair value, with limited exceptions. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the consolidated financial statements after the date of acquisition. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. 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 selling, general and administrative expense in consolidated statements of operations. 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 the 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. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. Payments that would be recognized as contingent consideration in a business combination are expensed when incurred in an asset acquisition. 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. Refer to Note 7, Goodwill and Other Intangibles for more information. The Company has two reportable segments with three underlying reporting units: Instruments and Neurosurgery, under Codman Specialty Surgical and Orthopedics and Tissue Technologies. Refer to Note 16, Segment and Geographic Information for more information on reportable segments. 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 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 research and debt 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 research and development projects, there is risk that actual results will differ materially from the original cash flow projections and that the research and development 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. 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. The Company contributed $0.8 million and $0.5 million to the Integra Foundation during the years ended December 31, 2018 and 2017, respectively. There were no contributions to the Integra Foundation during 2016. 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 designated as hedges in the same category as the item being hedged for cash flow presentation purposes. The Company entered into a foreign currency forward contract that is not designated as a hedging instrument for accounting purposes. This contract is recorded at fair value, with the changes in fair value recognized into other income, net on the consolidated financial statements. Refer to Note 6, Derivative Instruments for more information. 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 (loss) gain of $1.7 million , $(2.9) million and $0.3 million are reported in other income, net in the statements of operations, for the year ended December 31, 2018 , 2017 and 2016 , respectively. 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, unless the reserves are expected to be paid in cash during the next twelve months, in which case they are classified as current liabilities. 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 provisional 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. The Tax Cuts and Jobs Act (the “2017 Tax Act”), enacted in December 2017, imposed a toll tax on a deemed repatriation of undistributed earnings of foreign subsidiaries. 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. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The Company recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The Company applied the guidance of SAB No. 118 when accounting for the enactment date effects of the 2017 Tax Act in 2017 and throughout 2018. The Company finalized its calculations and completed its accounting for the income tax effect of the 2017 Tax Act in December 2018. REVENUE RECOGNITION Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Total revenue, net, includes product sales, product royalties and other revenues, such as fees received from services. For products shipped with FOB shipping point terms, the control of the product passes to the customer at the time of shipment. For shipments in which the control of the product is transferred when the customer receives the product, the Company recognizes revenue upon receipt by the customer. Certain products that the Company produces for private label customers have no alternative use and the Company has a right of payment for performance to date. Revenues from those products are recognized over the period that the Company manufactures these products, which is typically one to three months. The Company uses the input method to measure the manufacturing activities completed to date, which depicts the progress of the Company's performance obligation of transferring control of goods being manufactured for private label customers. 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 control until the product has been used or implanted, at which time revenue is recognized. Revenues from sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. For product sales, invoices are generally issued upon the transfer of control (or upon the completion of the manufacturing in the case of the private label transactions recognized over time) and are typically payable 30 days after the invoice date. The Company performs a review of each specific customer's creditworthiness and ability to pay prior to acceptance as a customer. Further, the Company performs periodic reviews of its customers' creditworthiness prospectively. Refer to Note 3, Revenue From Contracts With Customers for more information. 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 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 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 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 affect 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 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 are based on the grant date fair value using the binomial distribution model. The Company recognizes compensation expense for stock option awards, restricted stock awards, performance stock awards and contract stock awards over the requisite service period of the award. All excess tax benefits and taxes and tax deficiencies from stock-based compensation are included in provision for income taxes in the consolidated statement of operations. Refer to Note 9, Stock-based Compensation for more information. PENSION BENEFITS The Company maintains defined benefit pension plans that cover certain employees in Austria, France, Japan, Germany and Switzerland. 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. 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. Total contributions to the defined benefit plans were $1.7 million and $0.5 million during the years ended December 31, 2018 and 2017. There were no contributions to the defined benefit plans for the year ended December 31, 2016. The Company uses the corridor approach in measuring the amount of net periodic benefit pension cost to recognize each period. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and actuarial assumptions. Those unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over the average remaining service period to retirement date of active plan participants. 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. None of the Company's customers account |
REVENUES FROM CONTRACTS WITH CU
REVENUES FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES FROM CONTRACTS WITH CUSTOMERS | REVENUES FROM CONTRACTS WITH CUSTOMERS Summary of Accounting Policies on Revenue Recognition Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Total revenue, net, includes product sales, product royalties and other revenues, such as fees received from services. For products shipped with FOB shipping point terms, the control of the product passes to the customer at the time of shipment. For shipments in which the control of the product is transferred when the customer receives the product, the Company recognizes revenue upon receipt by the customer. Certain products that the Company produces for private label customers have no alternative use and the Company has a right of payment for performance to date. Revenues from those products are recognized over the period that the Company manufactures these products, which is approximately one to three months. The Company uses the input method to measure the manufacturing activities completed to date, which depicts the progress of the Company's performance obligation of transferring control of goods being manufactured for private label customers. 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 control until the product has been used or implanted, at which time revenue is recognized. Revenues from sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. For product sales, invoices are generally issued upon the transfer of control (or upon the completion of the manufacturing in the case of the private label transactions recognized over time) and are typically payable 30 days after the invoice date. The Company performs a review of each specific customer's creditworthiness and ability to pay prior to acceptance as a customer. Further, the Company performs periodic reviews of its customers' creditworthiness prospectively. Performance Obligations The Company's performance obligations consist mainly of transferring control of goods and services identified in the contracts, purchase orders, or invoices. The Company has no significant multi-element contracts with customers. Significant Judgments Usage-based royalties and licenses are estimated based on the provisions of contracts with customers 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 reported licensee sales and those that were estimated are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant. The Company estimates returns, price concessions, and discount allowances using the expected value method based on historical trends and other known factors. Rebate allowances are estimated using the most likely method based on each customer contract. 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 a product in advance. Upon the authorization, a credit will be issued for the goods returned within a set amount of days from the shipment, which is generally ninety days. The Company disregards the effects of a financing component if the Company expects, at contract inception, that the period between the transfer and customer payment for the good or services will be one year or less. The Company has no significant revenues recognized on payments expected to be received more than one year after the transfer of control of products or services to customers. Contract Asset and Liability Revenues recognized from the Company's private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the prepaid expenses and other current assets account in the consolidated balance sheet. Other operating revenues may include fees received under service agreements. Non-refundable fees received under multiple-period service agreements are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in the future periods is recognized as contract liability. The following table summarized the changes in the contract asset and liability balances for the year ended December 31, 2018 : Total (amounts in thousands) Contract Asset Contract asset, January 1, 2018 $ 3,552 Transferred to trade receivable of contract asset included in beginning of the year contract asset (3,552 ) Contract asset, net of transferred to trade receivables on contracts during the period 4,193 Contract asset, December 31, 2018 $ 4,193 Contract Liability Contract liability, January 1, 2018 $ 11,059 Recognition of revenue included in beginning of year contract liability (3,081 ) Contract liability, net of revenue recognized on contracts during the period 4,780 Foreign currency translation (42 ) Contract liability, December 31, 2018 $ 12,716 At December 31, 2018 , the short-term portion of the contract liability of $3.8 million and the long-term portion of $8.9 million were included in accrued expenses and other current liabilities and other liabilities in the consolidated balance sheet. As of December 31, 2018 , the Company is expected to recognize revenue of approximately $3.8 million in 2019, $2.8 million in 2020, $1.9 million in 2021, $1.2 million in 2022, $0.8 million in 2023, and $2.2 million thereafter. Shipping and Handling Fees The Company elected to account for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. Amounts billed to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of underlying products is transferred to the customer. The related shipping and freight charges incurred by the Company are included in the cost of goods sold. Product Warranties Certain of the Company's medical devices, including monitoring systems and neurosurgical systems, are designed to operate over long periods of time. These products are sold with warranties which may extend for up to two years from the date of purchase. The warranties are not considered a separate performance obligation. The Company estimates its product warranties using the expected value method based on historical trends and other known factors. The Company includes them in accrued expenses and other current liabilities in the consolidated balance sheet. Taxes Collected from Customers The Company elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. Disaggregated Revenue The following table presents revenues disaggregated by the major sources of revenues for the years-ended December 31, 2018 and 2017 (amounts in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 (amounts in thousands) Neurosurgery 684,148 446,994 367,985 Precision Tools and Instruments 279,781 $ 273,307 $ 264,539 Total Codman Specialty Surgical 963,929 720,301 632,524 Wound Reconstruction 305,465 269,068 178,524 Extremity Orthopedics 96,688 98,876 97,067 Private Label 106,359 99,991 83,960 Total Orthopedics and Tissue Technologies 508,512 467,935 359,551 Total revenue $ 1,472,441 $ 1,188,236 $ 992,075 See Note 16, Segment and Geographical Information , for details of revenues based on the location of the customer. Effect of Adoption of ASC Topic 606 On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method. Results of operations for the reporting periods after January 1, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with Topic 605, Revenue Recognition . The adoption of Topic 606 resulted in an increase to the opening retained earnings of $1.9 million , which was recorded net of taxes as of January 1, 2018 to reflect the change in timing of the recognition of revenue related to the Company's private label business from point in time to over time during the manufacturing process and goods in transit for which control was transferred to customers at the time of shipment. Total assets and liabilities increased by $7.1 million and $5.2 million , respectively, as of January 1, 2018. The impact of adoption of Topic 606 to the Company's consolidated statement of operations for the year ended December 31, 2018 was as follows: Year Ended December 31, 2018 As Reported Excluding Impact of Topic 606 (Amounts in thousands) Statement of Operations Total revenue, net $ 1,472,441 $ 1,468,075 Cost of goods sold 571,496 570,028 Income tax benefit (3,398 ) (4,119 ) Net income 60,801 58,624 The adoption of Topic 606 had no significant impact on the Company's consolidated balance sheet as of December 31, 2018 . |
ACQUISITIONS, DIVESTITURE AND P
ACQUISITIONS, DIVESTITURE AND PRO FORMA RESULTS | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS, DIVESTITURE AND PRO FORMA RESULTS | ACQUISITIONS AND PRO FORMA RESULTS 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”), a wholly-owned subsidiary of Johnson & Johnson, pursuant to which Integra made a binding offer to acquire certain assets, and assume certain liabilities, of Johnson & Johnson’s Codman neurosurgery business (the “Codman Acquisition”). The assets and liabilities subject to the proposed Codman Acquisition relate to the research, development, manufacturing, marketing, distribution and sale of certain products used in connection with neurosurgery procedures. The purchase price for the Codman Acquisition was $1.014 billion . The Codman Acquisition was accounted for using the acquisition method of business combination under ASC 805, Business Combinations. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. During the third quarter of 2018, the Company completed the purchase accounting for the Codman Acquisition. In connection with the closing of the Codman Acquisition, the Company and DePuy Synthes entered into certain additional ancillary agreements, including transition services agreements, a transition manufacturing services agreement and certain other customary agreements. Amounts accrued and due to DePuy Synthes as of December 31, 2018 and 2017 were $22.8 million and $25.4 million , respectively. The Company recorded revenue for Codman Neurosurgery of approximately $312.5 million and $76.9 million , in the consolidated statements of operations and comprehensive income for the years ended December 31, 2018 and 2017, 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 table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects measurement period adjustments subsequent to the acquisition date: Final Valuation Weighted Average Life (Dollars in thousands) Inventory 74,962 Assets held for sale 30,813 Other current assets 8,202 Property, plant and equipment 41,339 Intangible assets: Codman corporate trade name 162,900 Indefinite Completed technology 375,200 22 years Goodwill 342,322 Total assets acquired 1,035,738 Accrued expenses 1,730 Pension liabilities 19,917 Net assets acquired $ 1,014,091 During 2018, the Company received cash of $26.7 million from DePuy Synthes related to working capital adjustments, which was recorded within investing activities on the consolidated statements of cash flows. The Company recorded measurement period adjustments to goodwill totaling $4.0 million . During the first half of 2018, the Company adjusted goodwill by $3.2 million because of working capital adjustments of $6.2 million that were offset by inventory adjustments of $3.0 million . During the third quarter 2018, the Company adjusted goodwill by $0.8 million after finalizing the valuation step up of property, plant and equipment of $5.5 million . The adjustment for property, plant and equipment was offset by completed technology intangible asset adjustments of $4.7 million . During the first three quarters of 2018, the Company paid $15.9 million for inventory that was included in the initial purchase accounting. The payment was included within financing activities on the consolidated statements of cash flows. The Company recorded $17.3 million in cost of goods sold related to fair value inventory purchase accounting adjustments for the year ended December 31, 2018. Goodwill was allocated to the Codman Specialty Surgical segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is generally deductible for income tax purposes. In the fourth quarter of 2017, the Company wrote-off construction in progress of $6.3 million related to a project acquired from Codman Neurosurgery that the Company decided to discontinue after the Codman Acquisition. Divestiture to Natus On September 8, 2017, to facilitate the acquisition of the Codman Neurosurgery Business, the Company and certain of its subsidiaries entered into an asset purchase agreement (the “Divestiture Agreement”) with Natus Medical Incorporated (“Natus”), pursuant to which the Company agreed to divest its Camino® Intracranial Pressure monitoring and the U.S. rights to its fixed pressure shunts businesses within its Codman Specialty Surgical segment together with certain neurosurgery assets acquired as part of the Codman Acquisition, which includes Codman U.S. dural graft implant, external ventricular drainage catheter and cerebrospinal fluid collection systems businesses (the “Divestiture”). The Divestiture Agreement was entered into in connection with the review of the Codman Acquisition by the Federal Trade Commission and the antitrust authority of Spain. On October 6, 2017, upon the terms and subject to the conditions of the Divestiture Agreement, the Divestiture was completed and Natus paid an aggregate purchase price of $46.4 million . Assets and liabilities divested consisted of the following as of October 6, 2017 (amounts in thousands): Inventories $ 8,348 Prepaid expenses and other current assets 36 Assets held for sale 30,813 Property, plant and equipment, net 1,122 Goodwill 2,861 Total assets divested $ 43,180 Deferred revenue $ 1,082 Accrued compensation 209 Total liabilities divested $ 1,291 Assets held for sale includes assets and liabilities related to U.S. dural graft implant, external ventricular drainage catheters and cerebrospinal fluid collection systems businesses acquired as part of acquisition of Codman Neurosurgery. The transitional supply agreement with Natus requires the Company to provide to Natus certain assets defined in the transitional supply agreement upon termination. The Company recognized a liability of $1.3 million , included in other liabilities in consolidated balance sheet, related to estimated cost of assets to be provided to Natus upon termination of transitional supply agreement. The Divestiture does not represent a strategic shift that will have a major effect on the Company's operations and financial statements. Goodwill was allocated to the assets and liabilities divested using the relative fair value method. The Company recognized a gain on sale of business of $2.6 million included in other income, net in its consolidated statement of operations for the year ended December 31, 2017. Derma Sciences On February 24, 2017, the Company executed the Agreement and Plan of Merger (the "Merger Agreement") under which the Company acquired all of the outstanding shares of Derma Sciences, Inc., a Delaware corporation ("Derma Sciences") for an aggregate purchase price of approximately $210.8 million , including payment of certain of Derma Sciences' closing expenses and settlement of stock-based compensation plans of $4.8 million and $4.3 million , respectively. The purchase price consisted of a cash payment to the former shareholders of Derma Sciences of approximately $201.7 million upon the closing of the transaction. Derma Sciences is a tissue regeneration company focused on advanced wound and burn care that offers products to help manage chronic and hard-to-heal wounds, especially those resulting from diabetes and poor vascular functioning. The revenue and net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it has been integrated into the Company's operations. The Derma Sciences acquisition was accounted for using the acquisition method of business combination under ASC 805, Business Combinations. This method requires that assets acquired and liabilities assumed in a business combination be recognized at their fair values as of the acquisition date. The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date: Final Valuation Weighted Average Life (Dollars in thousands) Cash and cash equivalents $ 16,512 Short-term investments 19,238 Accounts receivable 8,949 Inventory 17,977 Prepaid expenses and other current assets 4,369 Property, plant and equipment 4,311 Intangible assets: Customer relationship 78,300 14 years Trademarks/brand names 13,500 15 years Completed technology 11,600 14 years Non-compete agreement 280 1 year Goodwill 73,765 Deferred tax assets 14,524 Other assets 101 Total assets acquired 263,426 Accounts payable 4,560 Accrued expenses and other current liabilities 7,409 Contingent liability 37,174 Other liabilities 3,805 Net assets acquired $ 210,478 Goodwill related to the Derma Sciences acquisition was allocated to the Orthopedics and Tissue Technologies segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of this acquisition is not deductible for income tax purposes. During the first quarter of 2018, the Company completed its purchase accounting of Derma Sciences. Short-term Investments Short-term investments recognized at the acquisition date of Derma Sciences are investments in equity and debt securities including certificates of deposit purchased with an original maturity greater than three months which are deposited in various U.S. financial institutions and are fully insured by the Federal Deposit Insurance Corporation. The Company considers securities with original maturities of greater than 90 days to be available for sale securities. Securities under this classification are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income. The estimated fair value of the available for sale securities is determined based on quoted market prices. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary. Short-term investments are classified as Level 1 in fair value hierarchy. Fair values of short-term investments are determined using the unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date. In the second quarter of 2017 , the Company sold the acquired short-term investments and recognized a realized loss of $2.3 million included in other income, net in the consolidated statement of operations. Deferred Taxes The acquired deferred taxes of $14.5 million include a deferred tax asset of $39.7 million related to a federal net operating loss which the Company expects to utilize against income in future periods and a deferred tax asset of $16.4 million related to intangibles acquired by Derma Sciences in previous periods, offset by a deferred tax liability of $41.1 million for new intangibles for which the Company will not receive a tax benefit and deferred tax liability $0.5 million related to various deferred items. In the second quarter of 2017, the Company decreased the preliminary estimated value of the net deferred tax assets by $1.5 million to reflect adjustments to preliminary estimated fair values of assets and liabilities acquired. In fourth quarter of 2017, the Company decreased the preliminary value of the deferred tax asset by $3.3 million to reflect returns filed for periods prior to the acquisition date and adjustments for expected effective state tax rates. United States Food and Drug Administration ("FDA") Untitled Letter On June 22, 2015, the FDA issued an Untitled Letter (the "Untitled Letter") alleging that BioD morselized amniotic membrane based products do not meet the criteria for regulation as human cellular tissue-based products (“HCT/Ps”) solely under Section 361 of the Public Health Service Act and that, as a result, BioD would need a biologics license to lawfully market those morselized products. Since the issuance of the Untitled Letter, BioD and more recently, the Company have been in discussion with the FDA to communicate its disagreement with the FDA’s assertion that certain products are more than minimally manipulated. The FDA has not changed its position that certain of the BioD acquired products are not eligible for marketing solely under Section 361. In November 2017, the FDA issued the final guidance document related to human tissue titled, “Regulatory Considerations for Human Cells, Tissues, and Cellular and Tissue-Based Products: Minimal Manipulation and Homologous Use” (the “HCT/P Final Guidance”). The HCT/P Final Guidance maintains the FDA’s position that products such as the Company’s morselized amniotic membrane tissue-based products do not meet the criteria for regulation solely as HCT/Ps. In addition, the FDA articulated a risk-based approach to enforcement and, while some uses for amniotic membrane tissue-based products would enjoy as much as thirty-six months of enforcement discretion, other high risk uses could be subject to immediate enforcement action. The Company does not believe the uses for its amniotic membrane tissue-based products fall into the high-risk category. As of February 26, 2019, the Company has not received any further notice of enforcement action from the FDA regarding its morselized amniotic tissue-based products. Nonetheless, the Company can make no assurances that the FDA will continue to exercise its enforcement discretion with respect to the Company’s amniotic membrane tissue-based products, and any potential action of the FDA could have a financial impact regarding the sales of such products. The Company has been evaluating and is considering regulatory approval pathways for its morselized amniotic membrane tissue-based products. Revenues from BioD morselized amniotic material-based products for the year ended December 31, 2018 were less than 1.0% of consolidated revenues. Contingent Consideration The Company assumed contingent consideration incurred by Derma Sciences related to its acquisitions of BioD and the intellectual property related to the Medihoney product. The Company accounted for the contingent liabilities by recording their fair value on the date of the acquisition based on a discounted cash-flow model. The contingent liabilities recognized as part of the Derma Sciences acquisition relate to the following: i. contractual incentive payments that could be made to former equity owners of BioD if net sales of BioD products exceed a certain amount for the twelve-month periods ending June 30, 2017 and 2018 ("BioD Earnout Payments"); ii. a contractual incentive payment that could be made to the former equity owners if there has been no specific enforcement action or notice by the FDA against the specific BioD products as a result of the Untitled Letter for a certain period after closing as defined by the agreement ("Product Payment"); and iii. contractual incentive payments that could be made to the former owner of the intellectual property relating to the Medihoney product line, if net sales of Medihoney products exceed certain amounts defined in the agreement between Derma Sciences and the former owner of the intellectual property of Medihoney for any twelve-month period ("Medihoney Earnout Payments"). At the date of the acquisition, net sales used in estimating the BioD Earnout Payments is based on the weighted average of different possible scenarios using revenue volatility of 13.5% . The BioD Earnout Payments were valued using a discount rate of 3.0% . The maximum payout related to the BioD Earnout Payments is $26.5 million . The estimated fair value as of February 24, 2017 was $9.1 million . In August 2017, the Company paid $4.8 million for the twelve-month period ending June 30, 2017 component of the BioD Earnout Payments. The Company made no additional payments after the final earn out period ended on June 30, 2018. As of December 31, 2017, the estimated fair value of the remaining portion of the BioD Earnout Payments was $0.3 million . At the date of acquisition, the Company estimated that the probability of the Product Payment was 98.0% and valued it at a discount rate of 2.5% . The maximum payout related to the Product Payment is $29.7 million . The estimated fair value as of February 24, 2017 was $26.8 million . In the second quarter of 2017, the Company adjusted the preliminary estimated fair value to increase the Product Payment by $0.9 million related to additional products that should have been included in the preliminary estimate based on the Merger Agreement. On May 25, 2017, the Company made full payment for the Product Payment of $26.6 million . The payment was included in cash used in business acquisition, net of cash acquired within investing activities in the condensed consolidated statements of cash flows since the payment was made shortly after the acquisition. At the date of the acquisition, net sales used in estimating the Medihoney Earnout Payments was based on the weighted average of different possible scenarios using revenue volatility of 27.5% . The Medihoney Earnout Payments were valued using a discount rate of 4.5% . The maximum payout related to the Medihoney Earnout Payments is $5.0 million . During the second quarter of 2018, the Company paid $2.0 million for the Medihoney Earnout Payment. The estimated fair value as of December 31, 2018 was $0.2 million . The estimated fair value as of February 24, 2017 and December 31, 2017 was $1.4 million . These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement. 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. Depending on the expected timing of the estimated payments, the acquisition date fair values and subsequent remeasurement could be different. Pro Forma Results (unaudited) The following unaudited pro forma financial information summarizes the results of operations for the years ended December 31, 2017 and 2016 as if the acquisitions of Codman Neurosurgery, Derma Sciences and divestiture to Natus, which were completed by the Company during 2017 had been completed as of the beginning 2016. 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) the change in 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 period, which includes $2.9 million incurred by Derma Sciences prior to acquisition and $24.9 million incurred by Integra, (iii) gain from the sale of business of $2.6 million related to the Divestiture to Natus, and (iv) income taxes at a rate consistent with the Company’s statutory rate at the date of the acquisitions. 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, 2017 2016 (Pro forma) (In thousands except per share amounts) Total revenue from continuing operations $ 1,428,491 $ 1,446,903 Net income from continuing operations $ 81,730 $ 27,520 Basic earnings per share from continuing operations $ 1.06 $ 0.37 Consortium of Focused Orthopedists On January 8, 2019, the Company announced that it had signed a license and development agreement with Consortium of Focused Orthopedists, LLC, for a short stem and stemless shoulder system. The Company is assessing the economics of the transaction and expects to complete the accounting for the transaction during the first quarter of 2019. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Amended and Restated Senior Credit Agreement On May 3, 2018, the Company entered into the fifth amendment and restatement (the "May 2018 Amendment") of its Senior Credit Facility (the "Senior Credit Facility") with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent. The May 2018 Amendment extended the maturity date to May 3, 2023 and decreased the applicable rate, as described below. The Company continues to have the aggregate principal amount of $2.2 billion available to it through the following facilities: i. a $900.0 million Term Loan facility; and ii. a $1.3 billion revolving credit facility, which includes a $60.0 million sublimit for the issuance of standby letters of credit and a $60.0 million sublimit for swingline loans. In connection with the May 2018 Amendment, the Company’s maximum consolidated total leverage ratio in the financial covenants (as defined in the Senior Credit Facility) was modified to the following: Fiscal Quarter Maximum Consolidated Total Leverage Ratio Execution of May 2018 Amendment through March 31, 2019 5.50 : 1.00 June 30, 2019 through March 31, 2020 5.00 : 1.00 June 30, 2020 through March 31, 2021 4.50 : 1.00 June 30, 2021 and thereafter 4.00 : 1.00 Borrowings under the Senior Credit Facility bear interest, at the Company's option, at a rate equal to the following: 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 plus the applicable rate (ranging from 0% to 0.75% ), 2. the prime lending rate of Bank of America, N.A. plus the applicable rate (ranging from 0% to 0.75% ), and 3. the one-month Eurodollar Rate plus 1.00% plus the applicable rate (ranging from 0% to 0.75% ). The applicable rates are based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness less cash that is not subject to any restriction on 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 0.35% ), based on the Company’s consolidated total leverage ratio, on the amount available for borrowing under the revolving credit facility. At December 31, 2018 and 2017 , there was $345.0 million and $655.0 million outstanding, respectively, under the revolving portion of the Senior Credit Facility at a weighted average interest rate of 4.0% and 3.7% , respectively. At December 31, 2018 and 2017 , there was $900.0 million and $1.2 billion outstanding under the Term Loan component of the Senior Credit Facility at a weighted average interest rate of 3.9% and 3.6% , respectively. 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, 2018 the Company was in compliance with all such covenants. The Company capitalized $4.2 million and $19.1 million of incremental financing costs in 2018 and 2017, respectively, in connection with the modifications of the Senior Credit Facility. Contractual repayments of the Term Loan component of Senior Credit Facility are due as follows: Year Ended December 31, Principal Repayment (In thousands) 2019 $ 22,500 2020 45,000 2021 56,250 2022 67,500 2023 708,750 $ 900,000 The outstanding balance of revolving credit component of the Senior Credit Facility is due on May 3, 2023. Securitization Facility During the fourth quarter of 2018, the Company entered into an accounts receivable securitization facility (the "Securitization Facility") under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of the Company. Accordingly, the assets of the SPE are not available to satisfy the obligations of the Company or any of its subsidiaries. From time to time, the SPE may finance such accounts receivable with a revolving loan facility secured by a pledge of such accounts receivable. The amount of outstanding borrowings on the Securitization Facility at any one time is limited to $150.0 million . The Securitization Facility agreement is for an initial three -year term and may be extended. The agreement governing the Securitization Facility contains certain covenants and termination events. An occurrence of an event of default or a termination event under this Securitization Facility may give rise to the right of its counterparty to terminate this facility. As of December 31, 2018, the Company was in compliance with the covenants, and none of the termination events had occurred. As of December 31, 2018, the Company had $121.2 million of outstanding borrowings under its Securitization Facility at a weighted average interest rate of 3.4% . The fair value of outstanding borrowings of the Senior Credit Facility's revolving credit facility and Term Loan component at December 31, 2018 were approximately $322.2 million and $852.1 million , respectively. The fair value of the outstanding borrowing of the Securitization facility at December 31, 2018 was approximately $116.4 million . 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. Letters of credit outstanding as of December 31, 2018 and 2017 totaled $0.6 million , respectively. There were no amounts drawn as of December 31, 2018 . |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2018 | |
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. The Company uses interest rate swap derivative instruments to manage earnings and cash flow exposure resulting from changes in interest rates. These interest rate swaps apply a fixed interest rate on a portion of our expected LIBOR-indexed floating-rate borrowings. The Company held the following interest rate swaps as of December 31, 2018 (dollar amounts in thousands): Hedged Item Current Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Floating Rate Estimated Fair Value Assets (Liabilities) 3-month USD LIBOR Loan $ 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month USD LIBOR $ 410 3-month USD LIBOR Loan 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month USD LIBOR 415 1-month USD LIBOR Loan 50,000 July 12, 2016 December 31, 2016 June 30, 2019 0.825 % 1-month USD LIBOR 418 3-month USD LIBOR Loan 50,000 February 6, 2017 June 30, 2017 June 30, 2020 1.834 % 3-month USD LIBOR 619 1-month USD LIBOR Loan 100,000 February 6, 2017 June 30, 2017 June 30, 2020 1.652 % 1-month USD LIBOR 1,287 1-month USD LIBOR Loan 100,000 March 27, 2017 December 31, 2017 June 30, 2021 1.971 % 1-month USD LIBOR 1,246 1-month USD LIBOR Loan 150,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % 1-month USD LIBOR 1,491 1-month USD LIBOR Loan 150,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % 1-month USD LIBOR 1,460 1-month USD LIBOR Loan 100,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1-month USD LIBOR 418 1-month USD LIBOR Loan 50,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1-month USD LIBOR 162 1-month USD LIBOR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 1-month USD LIBOR 2,076 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 1-month USD LIBOR (2,594 ) 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.199 % 1-month USD LIBOR (2,551 ) 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.209 % 1-month USD LIBOR (2,568 ) 1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.885 % 1-month USD LIBOR (797 ) 1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.867 % 1-month USD LIBOR (873 ) Total interest rate derivatives designated as cash flow hedges $ 1,475,000 $ 619 The Company held the following interest rate swaps as of December 31, 2017 (dollar amounts in thousands): Hedged Item Current Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Floating Rate Estimated Fair Value Assets (Liabilities) 3-month USD LIBOR Loan $ 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month USD LIBOR $ 675 3-month USD LIBOR Loan 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month USD LIBOR 672 1-month USD LIBOR Loan 50,000 July 12, 2016 December 31, 2016 June 30, 2019 0.825 % 1-month USD LIBOR 779 3-month USD LIBOR Loan 50,000 February 6, 2017 June 30, 2017 June 30, 2020 1.834 % 3-month USD LIBOR 318 1-month USD LIBOR Loan 100,000 February 6, 2017 June 30, 2017 June 30, 2020 1.652 % 1-month USD LIBOR 858 1-month USD LIBOR Loan 100,000 March 27, 2017 December 31, 2017 June 30, 2021 1.971 % 1-month USD LIBOR 337 1-month USD LIBOR Loan 150,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % 1-month USD LIBOR (455 ) 1-month USD LIBOR Loan 150,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % 1-month USD LIBOR (434 ) 1-month USD LIBOR Loan 100,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1-month USD LIBOR (684 ) 1-month USD LIBOR Loan 50,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1-month USD LIBOR (255 ) 1-month USD LIBOR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 1-month USD LIBOR (1,219 ) Total interest rate derivatives designated as cash flow hedges $ 1,050,000 $ 592 The Company designated these derivative instruments as cash flow hedges. Changes in the fair value of a derivative that is designated as a cash flow hedge and is highly effective are recorded in accumulated other comprehensive income / (loss) until the underlying transaction affects earnings and are then reclassified to earnings in the same account as the hedged transaction. 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. 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. For contracts that are designated as hedging instruments, the Company assesses the effectiveness of the contracts. The change in fair value of foreign currency cash flow hedges are recorded in AOCI, net of tax, until the hedged item affects earnings. Once the related hedged item affects earnings, the Company reclassifies amounts recorded in AOCI 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. For contracts not designated as hedging instruments, the change in fair value of the contracts are recognized in other income (expense), net in the consolidated statements of operation, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities. The success of the Company’s hedging program depends, in part, on forecasts of certain activity denominated in foreign currencies. 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. On November 28, 2017, the Company entered into a foreign currency forward contract, with a notional amount of $8.9 million to mitigate the foreign currency exchange risk related to a certain intercompany loan denominated in Swiss Francs ("CHF"). The contract is not designated as a hedging instrument. For the years ended December 31, 2018 and 2017, the Company recognized a $0.2 million loss and a $0.1 million gain, respectively, from the change in fair value of the contract, which was included in other income (expense), net in the consolidated statement of operations. The foreign currency forward contract was settled on September 28, 2018. Cross-Currency Rate Swaps On October 2, 2017, the Company entered into cross currency swap agreements to convert a notional amount of $300.0 million equivalent to 291.2 million of CHF denominated intercompany loans into U.S. dollars. The CHF denominated intercompany loans were the result of the purchase of intellectual property by a subsidiary in Switzerland as part of the Codman Acquisition. The objective of these cross-currency swaps is to reduce volatility of earnings and cash flows associated with changes in the foreign currency exchange rate. Under the terms of these contracts, which have been designated as cash flow hedges, the Company will make interest payments in Swiss Francs and receive interest in U.S. dollars. Upon the maturity of these contracts, the Company will pay the principal amount of the loans in Swiss Francs and receive U.S. dollars from the counterparties. The Company held the following cross-currency rate swaps designated as cash flow hedges as of December 31, 2018 and 2017 (dollar amounts in thousands): 2018 2017 Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Asset (Liability) Fair Value Asset (Liability) Pay CHF October 2, 2017 October 2, 2020 1.75% CHF 97,065 $ (215 ) $ (742 ) Receive U.S.$ 4.38% $ 100,000 Pay CHF October 2, 2017 October 2, 2021 1.85% CHF 48,533 (422 ) (610 ) Receive U.S.$ 4.46% $ 50,000 Pay CHF October 2, 2017 October 2, 2022 1.95% CHF 145,598 (2,193 ) (2,605 ) Receive U.S.$ 4.52% $ 150,000 Total $ (2,830 ) $ (3,957 ) The cross-currency swaps are carried on the consolidated balance sheet at fair value, and changes in the fair values are recorded as unrealized gains or losses in AOCI. For the years ended December 31, 2018 and 2017, the Company recorded a gain of $2.2 million and $1.1 million , respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains or losses recognized on the intercompany loan. For the years ended December 31, 2018 and 2017, the Company recorded a gain of $9.1 million and loss $2.1 million , respectively, in AOCI related to change in fair value of the cross-currency swaps. For the years ended December 31, 2018 and 2017, the Company recorded a gain of $7.9 million and $1.9 million , respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. The estimated gain that is expected to be reclassified to other income, net from AOCI as of December 31, 2018 within the next twelve months is $7.6 million . As of December 31, 2018 , the Company does not expect any gains or losses will be reclassified into earnings as a result of the discontinuance of these cash flow hedges because the original forecasted transaction will not occur. Net Investment Hedges The Company manages certain foreign exchange risks through a variety of strategies, including hedging. The Company is exposed to foreign exchange risk in its international operations from foreign currency purchases, net investments in foreign subsidiaries, and foreign currency assets and liabilities created in the normal course of business. For net investment hedges, the effective portion of the gains and losses on the instruments arising from the effects of foreign exchange are recorded in the currency translation adjustment component of accumulated other comprehensive income / (loss), consistent with the underlying hedged item. On October 1, 2018, the Company entered into cross-currency swap agreements designated as net investment hedges to partially offset the effects of foreign currency translation on foreign subsidiaries. The Company held the following cross-currency rate swaps designated as net investment hedges as of December 31, 2018 (dollar amounts in thousands): Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Asset (Liability) Pay EUR October 3, 2018 September 30, 2021 — EUR 70,738 1,359 Receive U.S.$ 3.01% $ 82,000 Pay EUR October 3, 2018 September 30, 2023 — EUR 51,760 (421 ) Receive U.S.$ 2.57% $ 60,000 Pay EUR October 3, 2018 September 30, 2025 — EUR 38,820 (150 ) Receive U.S.$ 2.19% $ 45,000 Pay GBP October 3, 2018 September 30, 2025 1.67% GBP 128,284 2,360 Receive U.S.$ 2.71% $ 167,500 Pay CHF October 3, 2018 September 30, 2025 — CHF 165,172 (3,780 ) Receive GBP 1.67% GBP 128,284 Total $ (632 ) The cross-currency swaps were carried on the consolidated balance sheet at fair value, and changes in the fair values were recorded as unrealized gains or losses in AOCI. For the year ended December 31, 2018 , the Company recorded a gain of $1.7 million in AOCI related to the change in fair value of the cross-currency swaps. For the year ended December 31, 2018 , the Company recorded a gain of $2.4 million in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. The estimated gain that is expected to be reclassified to interest income from AOCI as of December 31, 2018 within the next twelve months is $8.9 million . 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 values of the interest rate swaps and cross-currency swaps were 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: Fair Value as of December 31, 2018 2017 Location on Balance Sheet (1) : (In thousands) Derivatives designated as hedges — Assets: Prepaid expenses and other current assets Cash Flow Hedges Interest rate swap (2) $ 4,654 $ 1,521 Cross-currency swap 7,615 7,757 Net Investment Hedges Cross-currency swap $ 8,888 $ — Other assets Cash Flow Hedges Interest rate swap (2) 5,350 2,491 Net Investment Hedges Cross-currency swap $ 1,774 $ — Total Derivatives designated as hedges — Assets $ 28,281 $ 11,769 Derivatives designated as hedge — Liabilities Accrued expenses and other current liabilities Cash Flow Hedges Interest rate swap (2) $ — $ 1,845 Other liabilities Cash Flow Hedges Interest rate swap (2) 9,385 1,575 Cross-currency swap 10,445 11,714 Net Investment Hedges Cross-currency swap $ 11,294 $ — Total Derivative designated as hedges — Liabilities $ 31,124 $ 15,134 (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, 2018 and 2017 , the total notional amounts related to the Company’s interest rate swaps were $1.5 billion and $1.1 billion , respectively. The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying consolidated statements of operations during the years ended December 31, 2018 and 2017 : Balance in AOCI Beginning of Year Amount of Gain (Loss) Recognized in AOCI Amount of Gain (Loss) Reclassified from AOCI into Earnings Balance in AOCI End of Year Location in Statements of Operations (In thousands) Year Ended December 31, 2018 Cash Flow Hedges Interest rate swap $ 592 $ 924 $ 897 $ 619 Interest income (expense) Cross-currency swap (5,104 ) 9,062 10,148 (6,190 ) Other income (expense) Net Investment Hedges Cross-currency swap — 1,723 2,355 (632 ) Interest income (expense) $ (4,512 ) $ 11,709 $ 13,400 $ (6,203 ) Year Ended December 31, 2017 Cash Flow Hedges Interest rate swap $ 1,871 $ (1,355 ) $ (76 ) $ 592 Interest income (expense) Cross-currency swap — (2,070 ) 3,034 (5,104 ) Other income (expense) $ 1,871 $ (3,425 ) $ 2,958 $ (4,512 ) |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill During the third quarter of 2018, the Company elected to bypass the qualitative assessment for its three reporting units and perform a quantitative test. The assumptions used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management. The Company estimated the fair value of its 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. In performing this test, the Company utilized a discount rate of 9.0% . Given the excess of the estimated fair values over their carrying values, no impairment was recognized. Changes in the carrying amount of goodwill in 2018 and 2017 were as follows: Codman Specialty Surgical Orthopedics and Tissue Technologies Total (In thousands) Goodwill at January 1, 2017 $ 284,358 $ 226,213 $ 510,571 Derma Sciences acquisition — 73,765 73,765 Codman acquisition 346,220 — 346,220 Divestment to Natus (2,861 ) — (2,861 ) Foreign currency translation and other 7,050 3,160 10,210 Goodwill at December 31, 2017 $ 634,767 $ 303,138 $ 937,905 Codman acquisition measurement period adjustments (3,964 ) — (3,964 ) Foreign currency translation (5,043 ) (2,423 ) (7,466 ) Goodwill at December 31, 2018 $ 625,760 $ 300,715 $ 926,475 Other Intangible Assets The components of the Company's identifiable intangible assets were as follows: Weighted Average Life December 31, 2018 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 19 years $ 855,679 $ (167,384 ) $ 688,295 Customer relationships 13 years 231,448 (106,859 ) 124,589 Trademarks/brand names 28 years 104,061 (24,764 ) 79,297 Codman trade name Indefinite 162,054 — 162,054 Supplier relationships 27 years 34,721 (16,519 ) 18,202 All other (1) 4 years 10,958 (3,899 ) 7,059 $ 1,398,921 $ (319,425 ) $ 1,079,496 Weighted Average Life December 31, 2017 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 19 years $ 869,174 $ (124,096 ) $ 745,078 Customer relationships 13 years 233,430 (91,961 ) 141,469 Trademarks/brand names 28 years 104,879 (22,293 ) 82,586 Codman trade name Indefinite 162,900 — 162,900 Supplier relationships 27 years 34,721 (15,092 ) 19,629 All other (1) 4 years 11,511 (3,546 ) 7,965 $ 1,416,615 $ (256,988 ) $ 1,159,627 (1) At December 31, 2018 and 2017 , all other included IPR&D of $1.0 million , which was indefinite-lived. There were no impairment charges for research and development expenses related to IPR&D projects during 2018 and 2017 . During the third quarter of 2018, the Company elected to bypass the qualitative assessment for its Codman Tradename intangible asset and perform a quantitative test. In performing this test, the Company utilized a discount rate of 13.0% . The assumptions used in evaluating the Codman Tradename for impairment are subject to change and are tracked against historical results by management. Based on the results of the quantitative test, the Company recorded no impairment to the Codman Tradename intangible asset. During the third quarter of 2018, the Company recorded an impairment charge of $4.9 million in cost of goods sold related to completed technology assets acquired from Koby Ventures II, L.P dba Metasurg ("Metasurg Technology") due to recent contract negotiations and revised future projections. Metasurg Technology is included in the Orthopedic and Tissue Technology segment. Of the total impairment charge of $4.9 million , $2.5 million was related to an out-of-period adjustment included in the twelve months ended December 31, 2018 . The out-of-period adjustment is attributed to the timing of performing the impairment test based on the contract termination associated with the intangible asset. The Company determined that the adjustment was not material to the consolidated financial statements for any previously reported annual or interim period and the adjustment to correct the misstatements is not material to the period ended December 31, 2018 . During the third quarter of 2017, the Company recorded an impairment charge of $3.3 million in cost of goods sold related to completed technology assets acquired from Tarsus Medical, Inc. ("Tarsus Technology"), since the underlying product will no longer be sold. Tarsus Technology was included in the Orthopedic and Tissue Technology segment. 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, 2018 , 2017 and 2016 was $71.6 million , $52.8 million and $41.5 million , respectively. Annual amortization expense is expected to approximate $66.2 million in 2019, $65.9 million in 2020, $64.8 million in 2021, $61.3 million in 2022, $60.4 million in 2023 and $596.6 million thereafter. Amortization of product technology based intangible assets totaled $50.4 million , $35.7 million and $27.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively, and is presented by the Company within cost of goods sold. |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2018 | |
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | |
TREASURY STOCK | TREASURY STOCK There were 2.9 million shares of treasury stock outstanding as of December 31, 2018 and 2017 , with cost of $120.6 million and $121.6 million , respectively, at a weighted average of $41.87 and $41.77 per share, respectively. On December 11, 2018, the Board of Directors authorized the Company to repurchase up to $225.0 million of the Company’s common stock. The program allows the Company to repurchase its shares opportunistically from time to time. The repurchase authorization expires in December 2020. Purchases may be affected through one or more open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, or a combination of the foregoing. This stock repurchase authorization replaces the previous $150.0 million stock repurchase authorization, approved by the Board in 2016. There were no treasury stock repurchases during the years ended December 31, 2018 and 2017 . |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 (In thousands) Selling, general and administrative $ 18,721 $ 19,785 $ 15,829 Research and development 1,609 1,273 1,048 Cost of goods sold 449 492 433 Total stock-based compensation expense 20,779 21,550 17,310 Total estimated tax benefit related to stock-based compensation expense 10,430 15,448 10,569 Net effect on net income $ 10,349 $ 6,102 $ 6,741 Estimated tax benefit related to stock-based compensation expense for the year ended December 31, 2018 does not include adjustments related to the effect of 2017 Tax Act. 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, 2018 , 2.0 million shares remain available for purchase under the ESPP. During the years ended December 31, 2018 , 2017 and 2016 , the Company issued 16,721 shares, 12,168 shares and 12,494 shares under the ESPP for $0.7 million , $0.6 million and $0.5 million , respectively. EQUITY AWARD PLANS As of December 31, 2018 , 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 May 2010 and May 2017, the stockholders of the Company approved amendments to the 2003 Plan to increase by 3.5 million and 1.7 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 14.7 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 eight 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 $0.0 million , $0.3 million and $0.7 million was recorded during the year ended December 31, 2018 , 2017 and 2016 , respectively. 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. 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, 2018 2017 2016 Dividend yield 0% 0% 0% Expected volatility 28% 30% 29% Risk free interest rate 2.79% 2.18% 1.94% 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, 2018 1,739 $ 23.84 Granted 140 56.23 Exercised (426 ) 20.57 Forfeited or Expired (5 ) — Outstanding at December 31, 2018 1,448 $ 27.91 3.79 $ 26,451 Vested or expected to vest at December 31, 2018 1,448 $ 27.91 3.79 $ 26,451 Exercisable at December 31, 2018 1,117 $ 22.47 3.01 $ 25,278 The intrinsic value of options exercised for the years ended December 31, 2018 , 2017 and 2016 were $16.9 million , $16.2 million and $9.7 million , respectively. The weighted average grant date fair value of options granted during the years ended December 31, 2018 , 2017 and 2016 was $21.78 , $16.95 and $12.48 , respectively. Cash received from option exercises was $9.4 million , $9.8 million and $10.5 million , for the years ended December 31, 2018 , 2017 and 2016 , respectively. The realized tax benefit from options exercised were $3.1 million , $6.2 million and $3.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 , there was approximately $4.1 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, 2018 . Restricted Stock Awards Performance Stock and Contract 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, 2018 451 $ 37.79 172 $ 33.61 Granted 261 56.77 164 56.23 Adjustments for performance achievement related to award target — — 40 21.42 Cancellations (56 ) 45.51 (14 ) — Released (239 ) 37.13 (203 ) 55.81 Vested but not released — — (74 ) 42.94 Unvested, December 31, 2018 417 $ 48.97 85 $ 45.56 The Company recognized $18.1 million , $18.5 million and $15.6 million in expense related to such awards during the years ended December 31, 2018 , 2017 and 2016 , respectively. The total fair market value of shares vested and released in 2018 , 2017 and 2016 was $24.8 million , $22.2 million and $16.2 million , respectively. Vested awards include shares that have been fully earned but had not been delivered as of December 31, 2018 . 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, 2018 , there was approximately $20.2 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, 2018 , there are approximately 0.5 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, 2018 , there were approximately 3.0 million shares available for grant under the Plans. The Company capitalized into inventory, share based compensation costs of $0.4 million , $0.5 million and $0.5 million for the years ended December 31, 2018 , 2017 and 2016 , 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, 2018 | |
Retirement Benefits [Abstract] | |
RETIREMENT BENEFIT PLANS | RETIREMENT BENEFIT PLANS DEFINED BENEFIT PLANS As part of the acquisition of Codman Neurosurgery in 2017, the Company assumed various defined benefit which covers certain employees acquired with Codman Neurosurgery in Austria, France, Japan, Germany and Switzerland. Net periodic benefit costs for the Company’s defined benefit pension plans for the years ended December 31, 2018 and 2017 included the following (amounts in thousands): Year ended December 31, 2018 2017 Service cost $ 2,704 $ 565 Interest cost 351 95 Expected return on plan assets (944 ) (224 ) Recognized net actuarial loss 8 8 Net period benefit cost $ 2,119 $ 444 The following weighted average assumptions were used to develop net periodic pension benefit costs and the actuarial present values of projected pension benefit obligations for the years ended December 31, 2018 and 2017, respectively: As of December 31, 2018 2017 Discount rate 1.00 % 0.74 % Expected return on plan assets 3.40 % 3.08 % Rate of compensation increase 1.70 % 1.70 % The Company’s discount rates are determined by considering current yield curves representing high quality, long-term fixed income instruments. The resulting discount rates are consistent with the duration of plan liabilities. In 2018 and 2017, the discount rates were prescribed as the current yield on corporate bonds with an average rating of AA or AAA of equivalent currency and term to the liabilities. The expected returns on plan assets represent the average rate of return expected to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rates of return, the Company considers returns of historical market data as well as actual returns on the plan assets. Using this reference information, the long-term return expectations for each asset category are developed according to the allocation among those investment categories. The assessment is determined using projections from external financial sources, long-term historical averages, actual returns by asset class and the various asset class allocations by market. The following sets forth the change in projected benefit obligations and the change in plan assets for the years ended December 31, 2018 and 2017 and a reconciliation of the funded status at December 31, 2018 and 2017, respectively (amounts in thousands): Year ended December 31, 2018 2017 Change In Projected Benefit Obligations Projected benefit obligations, beginning of year $ 47,661 $ 668 Interest cost 351 95 Service cost 2,704 565 Actuarial loss 762 (12 ) Employee contribution 641 180 Premiums paid — (89 ) Benefit payment (1,483 ) (19 ) Plans transferred in 2,280 46,448 Effect of foreign currency exchange rates (374 ) (175 ) Projected benefit obligations, end of year $ 52,542 $ 47,661 Year ended December 31, 2018 2017 Change In Plan Assets Plan assets at fair value, beginning of year $ 26,943 $ — Actual return on plan assets 1,802 82 Employer contributions 1,720 450 Employee contributions 641 180 Benefits paid (1,463 ) — Premiums paid — (89 ) Plans transferred in 1,589 26,477 Effect of foreign currency exchange rates (129 ) (157 ) Plan assets at fair value, end of year $ 31,103 $ 26,943 Year ended December 31, 2018 2017 Reconciliation Of Funded Status Fair value of plan assets $ 31,103 $ 26,943 Benefit obligations 52,542 47,661 Unfunded benefit obligations $ 21,439 $ 20,718 The unfunded benefit obligations are included in other liabilities in the consolidated balance sheets at December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, the Company had a $0.6 million and $0.4 million gain recognized within accumulated other comprehensive income (loss) that has not been recognized as a component of net periodic benefit cost. The combined accumulated benefit obligations for the defined benefit plans was $49.6 million and $42.9 million as of December 31, 2018 and 2017, respectively. Unrecognized gains and losses are amortized over the average remaining future service for each plan. For plans with no active employees, they are amortized over the average life expectancy. The amortization of gains and losses is determined by using a 10% corridor of the greater of the market value of assets or the accumulated benefit obligation. Total unamortized gains and losses in excess of the corridor are amortized over the average remaining future service. Prior service costs/benefits for the pension plans are amortized over the average remaining future service of plan participants at the time of the plan amendment. The net plan assets of the pension plans are invested in common trusts. Common trusts are classified as Level 2 in fair value hierarchy. The fair value of common trusts is valued at net asset value based on the fair values of the underlying investments of the trusts as determined by the sponsor of the trusts. The investment strategy of the Company's defined benefit plans is both to meet the liabilities of the plans as they fall due and to maximize the return on invested assets within appropriate risk profile. The investment strategy for the Company’s defined benefit plans is both to meet the liabilities of the plans as they fall due and to maximize the return on invested assets within appropriate risk tolerances. The benefit plans in Austria, France and Germany had no assets at December 31, 2018 . As of December 31, 2018 , no plan assets are expected to be returned to the Company in the next twelve months. The following table is the summary of expected future benefit payments (in thousands): 2019 $ 1,410 2020 1,516 2021 1,317 2022 1,433 2023 1,878 Next five years 2,978 As of December 31, 2018 , contributions expected to be paid to the plan in 2019 is $1.9 million . DEFINED CONTRIBUTION PLANS The Company also has various defined contribution savings plans that cover substantially all employees in the United States, Belgium, Canada, France, Japan, Netherlands, the U.K. 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 $8.1 million , $7.2 million and $5.6 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. |
LEASES AND RELATED PARTY LEASES
LEASES AND RELATED PARTY LEASES | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 were as follows: Related Parties Third Parties Total (In thousands) 2019 $ 296 $ 16,472 $ 16,768 2020 296 13,510 13,806 2021 296 12,197 12,493 2022 296 12,937 13,233 2023 296 10,707 11,003 Thereafter 1,724 100,675 102,399 Total minimum lease payments $ 3,204 $ 166,498 $ 169,702 Total rental expense for the years ended December 31, 2018 , 2017 and 2016 and was $16.3 million , $12.9 million and $10.3 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, 2018 . Related Party Leases Until December 27, 2016, the Company leased certain production equipment from a corporation whose sole stockholder was a general partnership, of which the Company’s principal owner and former Chairman and director is a partner and the President. Under the terms of the lease agreement, the Company paid $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 principal owner and former Chairman and 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, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income (Loss) before income taxes consisted of the following: Years Ended December 31, 2018 2017 2016 (In thousands) United States operations $ (21,218 ) $ (32,640 ) $ 51,351 Foreign operations 78,621 44,025 39,055 Total $ 57,403 $ 11,385 $ 90,406 The 2017 Tax Act made significant changes to the previous tax law. Included among the numerous changes were a reduction of the federal statutory rate from 35% to 21%, limitations on the deductibility of interest expense and executive compensation, and the elimination of certain domestic tax deductions such as the domestic production activities deduction. Additionally, the 2017 Tax Act imposed a one-time repatriation tax on accumulated foreign subsidiaries’ untaxed foreign earnings (the “Toll Tax”). The 2017 Tax Act implemented a territorial tax system and included base erosion provisions on non-U.S. earnings, which subjects certain foreign earnings to additional taxation as global intangible low-taxed income (“GILTI”). These provisions were effective on January 1, 2018. As of December 31, 2017, the Company had not completed its full analysis related to the GILTI provisions. Upon further analysis of the 2017 Tax Act during 2018, the Company has elected to account for GILTI as a period cost in the year the tax is incurred. Deferred tax assets and liabilities are measured at the enacted tax rate expected to apply when they are realized or settled. During 2017, the Company recognized a provisional benefit of $43.4 million from the remeasurement of the Company's net deferred tax liabilities at the reduced rate of 21%. The Company has finalized the remeasurement of its net deferred tax liabilities, as a result of the reduced rate, as of December 31, 2018. The 2017 Tax Act eliminated the deferral of U.S. income tax on unrepatriated earnings from foreign subsidiaries through the imposition of the Toll Tax, a one-time tax in 2017 on deemed repatriated foreign earnings, which is paid over an eight-year period. The tax is assessed on the foreign subsidiary's accumulated foreign earnings that were not previously taxed. Foreign earnings in cash and cash equivalents are taxed at 15.5% and all other earnings are taxed at 8.0%. The calculation of the Toll Tax allows for the ability to offset positive foreign earnings with existing foreign deficits and use of foreign tax credits. The Company prepared a reasonable estimate of the Toll tax as of December 31, 2017 amounting to an expense of $5.5 million , of which $0.4 million was expected to be paid within one year. As the Company finalized its 2017 income tax returns during 2018, the Company recorded a benefit of $1.0 million to reduce the provisional estimate to the final total Toll Tax of $4.5 million . As of December 31, 2018, the Company has not provided deferred income taxes on unrepatriated earnings from foreign subsidiaries as they are deemed to be indefinitely reinvested. Such taxes would primarily be attributable to foreign withholding taxes and local income taxes when such earnings are distributed. As such, the Company has determined the tax impact of repatriating these earnings would not be material as of December 31, 2018. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the 2017 Tax Act. The Company has made reasonable estimates of the impact of the 2017 Tax Act on its consolidated financial statements and has recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities, as well as its indefinite reinvestment assertion and included these amounts in its consolidated financial statements for the year ended December 31, 2017. The Company applied the guidance of SAB No. 118 when accounting for the enactment date impact of the 2017 Tax Act in 2017 throughout 2018. The Company finalized its calculations and completed its accounting for the income tax effect of the 2017 Tax Act in December of 2018. A reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows: Years Ended December 31, 2018 2017 2016 Federal statutory rate 21.0 % 35.0 % 35.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal tax benefit (0.4 )% (17.0 )% (0.2 )% Foreign operations (21.8 )% (112.7 )% (10.0 )% Excess tax benefits from stock compensation (7.8 )% (57.9 )% (3.9 )% Charitable contributions (1.2 )% (10.6 )% (0.4 )% Nondeductible meals and entertainment 1.6 % 8.8 % 0.8 % Domestic production activities deduction — % — % (2.6 )% Intercompany profit in inventory 6.2 % 11.6 % 1.0 % Nondeductible facilitative costs — % 22.5 % 0.2 % Changes in valuation allowances 0.2 % 8.0 % 0.4 % Uncertain tax positions 0.4 % (4.6 )% (0.3 )% Research and development credit (2.6 )% (13.2 )% (1.2 )% Return to provision (2.9 )% (4.3 )% (1.5 )% Reduction of book gain on sale of assets — % (4.6 )% — % Tax reform — Toll Tax — % 48.1 % — % Tax reform — remeasurement of deferred tax assets and liabilities — % (378.6 )% — % Global intangible low-taxed income ("GILTI") 3.5 % — % — % Nondeductible executive compensation 1.6 % — % — % Carryback of Federal net operating loss ("NOL") (3.7 )% — % — % Other — % 0.8 % 0.2 % Effective tax rate (5.9 )% (468.7 )% 17.5 % The effective tax rate increased by 462.8% in 2018 compared with 2017. The increase was primarily a result of the $43.4 million benefit recorded during 2017 in relation to the reduction of the U.S. tax rate from 35% to 21%. Additional drivers of the higher 2018 tax rate include an expense of $2.0 million related to GILTI and an expense of $0.9 million for nondeductible executive compensation, offset by a $2.1 million benefit from a carryback of federal net operating loss from 2017 to 2015. During 2018 , the Company's foreign operations generated a $3.1 million increase in income tax expense when compared with 2017, because of the geographic and business mix of taxable earnings and losses, among other factors. The 2018 foreign effective tax rate is 11.6% , a decrease of approximately 2.0% over the rate in 2017 . The Company's foreign tax rate is primarily based upon statutory rates. The Company is negotiating a reduced corporate tax rate of 8% for the manufacturing operations in Switzerland. Once finalized, the negotiated rate will be available through 2024. During 2017 , the Company's foreign operations generated a $1.2 million increase in income tax expense when compared with 2016, as a result of, among other factors, the geographic and business mix of taxable earnings and losses. The 2017 foreign effective tax rate is 15.7% , a decrease of approximately 2.9% over the rate in 2016 . The Company's foreign tax rate is primarily based upon statutory tax rates. The provision for income taxes consisted of the following: Years Ended December 31, 2018 2017 2016 (In thousands) Current: Federal $ (3,880 ) $ 6,644 $ 13,700 State 1,609 1,233 2,503 Foreign 7,057 6,069 6,113 Total current $ 4,786 $ 13,946 $ 22,316 Deferred: Federal (7,202 ) (66,466 ) (3,400 ) State (3,048 ) (758 ) (1,751 ) Foreign 2,066 (80 ) (1,323 ) Total deferred $ (8,184 ) $ (67,304 ) $ (6,474 ) Provision for income taxes $ (3,398 ) $ (53,358 ) $ 15,842 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, 2018 2017 (In thousands) Assets: Doubtful accounts $ 1,507 $ 1,811 Inventory related items 28,245 29,266 Tax credits 9,072 6,015 Accrued vacation 2,761 2,556 Accrued bonus 5,515 997 Stock compensation 10,093 10,426 Deferred revenue 2,173 2,395 Net operating loss carryforwards 33,350 37,492 Unrealized foreign exchange loss 1,405 1,177 Charitable contributions carryforward 1,994 1,287 Others 8,835 3,077 Total deferred tax assets 104,950 96,499 Less valuation allowance (6,973 ) (7,961 ) Deferred tax assets after valuation allowance $ 97,977 $ 88,538 Liabilities: Intangible and fixed assets (144,861 ) (146,327 ) Others (4,089 ) (1,091 ) Total deferred tax liabilities $ (148,950 ) $ (147,418 ) Total net deferred tax liabilities $ (50,973 ) $ (58,880 ) The deferred tax assets and liabilities are measured based on the enacted tax rates that apply in years in which the temporary differences are expected to be realized or incurred. The Company remeasured its deferred tax assets and liabilities as a result of the 2017 Tax Act, using a provisional estimate under SAB No. 118 during 2017. The primary impact of the re-measurement was a decrease in the net deferred tax liability for the reduction of the U.S. statutory income tax rate from 35% to 21%. There were no material changes to the provisional amounts when the amounts were finalized in December of 2018. At December 31, 2018 , the Company had net operating loss carryforwards of $118.4 million for federal income tax purposes, $34.5 million for foreign income tax purposes and $25.6 million for state income tax purposes to offset future taxable income. The federal net operating loss carryforwards expire through 2035 , $0.9 million of the foreign net operating loss carryforwards expire through 2025 with the remaining $33.6 million having an indefinite carry forward period. The state net operating loss carryforwards expire through 2037 . A valuation allowance of $7.0 million , $8.0 million and $3.6 million is recorded against the Company’s gross deferred tax assets of $105.0 million , $96.5 million , and $78.2 million recorded at December 31, 2018 , 2017 and 2016 , 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 $1.0 million , and increased by $4.4 million in 2018 and 2017, respectively. The 2018 overall decrease in the valuation allowance was primarily due to the realization of certain deferred tax assets related to Derma Sciences and the impact of current year activity. A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: Years Ended December 31, 2018 2017 2016 (In thousands) Balance, beginning of year $ 424 $ 754 $ 1,085 Gross increases: Current year tax positions 273 402 — Prior years' tax positions — — 380 Gross decreases: Prior years' tax positions — (777 ) (546 ) Statute of limitations lapses (21 ) (17 ) (131 ) Other — 62 (34 ) Balance, end of year $ 676 $ 424 $ 754 Approximately $0.7 million of the balance at December 31, 2018 relates to uncertain tax positions that, if recognized, would affect the annual effective tax rate. There are no amounts within the balance of uncertain tax positions at December 31, 2018 related to tax positions for which it is reasonably possible that the amounts could be reduced during the twelve months following December 31, 2018. 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, 2018 , 2017 and 2016 . The Company had minimal interest and penalties accrued for the years ended December 31, 2018 and 2017 and 2016 . 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 U.S. consolidated Federal income tax returns by the IRS through fiscal year 2014, however an examination of a pre-acquisition Federal tax return is ongoing for one of the Company's subsidiaries. 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, 2018 | |
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, 2018 2017 2016 (In thousands, except per share amounts) Basic net income per share: Net income $ 60,801 $ 64,743 $ 74,564 Weighted average common shares outstanding 82,857 76,897 74,386 Basic net income per common share $ 0.73 $ 0.84 $ 1.00 Diluted net income per share: Net income $ 60,801 $ 64,743 $ 74,564 Weighted average common shares outstanding — Basic 82,857 76,897 74,386 Effect of dilutive securities: 2016 Convertible notes — — 2,296 Warrants — 971 1,166 Stock options and restricted stock 1,142 1,253 1,346 Weighted average common shares for diluted earnings per share 83,999 79,121 79,194 Diluted net income per common share $ 0.72 $ 0.82 $ 0.94 Common stock of approximately 0.2 million shares at December 31, 2018, 2017 , and 2016 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 anti-dilutive. 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. The Company also had warrants outstanding related to its 2016 Convertible Notes for the year ended 2016. 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. For the year ended December 31, 2017, the potential excess conversion value on the 2016 Notes was included in the Company's dilutive share calculation because the average stock price for the year ended December 31, 2017 exceeded the conversion price. Performance Shares and Restricted Units that entitle the holders to approximately 0.5 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, 2018 | |
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, 2018 and 2017 are presented in the table below, net of tax: Gains and Losses on Derivatives Defined Benefit Pension Items Foreign Currency Items Total (In thousands) Balance at December 31, 2017 $ (2,979 ) $ (93 ) $ (20,735 ) $ (23,807 ) Other comprehensive (loss) income, net 8,937 (643 ) (19,159 ) (10,865 ) Less: Amounts reclassified from accumulated other comprehensive income, net 10,239 — — 10,239 Less: Reclassification of stranded tax effect 532 — — 532 Net current-period other comprehensive income (loss) (1,834 ) (643 ) (19,159 ) (21,636 ) Balance at December 31, 2018 $ (4,813 ) $ (736 ) $ (39,894 ) $ (45,443 ) For the year ended December 31, 2018 , the Company reclassified gains of $7.8 million and $2.4 million from AOCI to other income (expenses), net and interest income, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
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, acquired 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. As of January 14, 2019, only one active case remained against TEI. Pursuant to an indemnification agreement with BSC (i) BSC is managing the litigation; and (ii) TEI has in place a product 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 ). 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 December 31, 2018, no indemnification payments were received nor owed in relation to the lawsuits. 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. Contingent Consideration The Company determined the fair value of contingent consideration during the twelve-month period ended December 31, 2018 and 2017 to reflect the change in estimate, additions, payments, transfers and the time value of money during the period. A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the year ended December 31, 2018 and 2017 is as follows (in thousands): Contingent Consideration Liabilities Related to Acquisition of Derma Sciences (See Note 4) Contingent Consideration Liability Related to Acquisition of Confluent Surgical, Inc. Location in Financial Statements Short-term Long-term Short-term Long-term Balance as of January 1, 2017 — — — 22,036 Additions from acquisition of Derma Sciences 33,707 3,467 — — Transfers from long-term to current portion 2,193 (2,193 ) 22,184 (22,184 ) Payments (31,346 ) — — — (Gain)/Loss from change in fair value of contingent consideration liabilities (4,239 ) 113 294 148 Selling, general and administrative Balance as of December 31, 2017 $ 315 $ 1,387 $ 22,478 $ — Transfers from long-term to current portion 1,387 (1,387 ) $ — $ — Payments (2,000 ) — $ (24,000 ) $ — Loss from change in fair value of contingent consideration liabilities 298 230 $ 1,522 $ — Selling, general and administrative Balance as of December 31, 2018 $ — $ 230 $ — $ — On January 15, 2014, the Company acquired all outstanding shares of Confluent Surgical, Inc., ("Confluent Surgical"). The purchase price includes contingent consideration. 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 fair values of contingent consideration related to the acquisition of Confluent Surgical were estimated using a discounted cash flow model using discount rate of 2.2% . During the first quarter of 2018, the Company received the U.S. governmental approvals and adjusted the related contingent consideration liability to $19.0 million , which the Company paid in April 2018. During the third quarter of 2018, the Company received certain European governmental approvals. The Company paid the remaining $5.0 million of contingent consideration in October of 2018. The Company assesses these assumptions on an ongoing basis as additional information affecting the assumptions is obtained. The contingent consideration balances included in the table above were included in other liabilities at December 31, 2018 and accrued expenses and other current liabilities and other liabilities at December 31, 2017, respectively. Supply Agreement Liability and Above Market Supply Agreement Liability On January 15, 2014, the Company entered into a transitional supply agreement with Covidien Group S.a.r.l ("Covidien"). This agreement contains financial incentives to 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 in each of the following three years. The Company determined the fair value of its supply agreement liability and above market supply agreement liability with Covidien for the year ended December 31, 2018 and 2017 to reflect the payments, change in estimate and 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): Supply Agreement Liability Above Market Supply Agreement Liability Location in Statement of Operations Short-term Long-term Short-term Long-term Balance as of January 1, 2017 166 — — 2,648 Payments (166 ) — (113 ) (415 ) Transfer — — 3,273 (3,273 ) (Gain)/loss from change in fair value — — (519 ) 1,040 Selling, general and administrative Balance as of December 31, 2017 $ — $ — $ 2,641 $ — Payments $ — $ — $ (1,817 ) $ — (Gain)/loss from change in fair value $ — $ — $ (470 ) $ — Selling, general and administrative Transfer to accounts payable $ — $ — $ (159 ) $ — Balance as of December 31, 2018 $ — $ — $ 195 $ — 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 above market supply agreement liability - short-term was included in accrued expenses and other current liabilities in the consolidated balance sheets at December 31, 2018 and 2017 , respectively. There were no transfers between Level 1, 2 or 3 during 2018 or 2017 . If the Company's estimates regarding the fair value of its contingent consideration, supply agreement liability and above market supply agreement liability are inaccurate, a future adjustment to these estimated fair values may be required which could change significantly. BioD On April 7, 2017, the Company's indirect wholly-owned subsidiary, BioD filed an action in the Superior Court of New Jersey, Chancery Division, Middlesex County seeking a declaration that the resignation of Russell Olsen, the former CEO of BioD, was “for Good Reason” (as defined in Olsen’s employment agreement); a finding that Olsen breached the implied covenant of good faith and fair dealing, committed legal fraud, equitable fraud and negligent misrepresentation; and an award of damages for such actions, including a return of severance fees paid to Olsen. BioD was acquired in August 2016 by Derma Sciences, which Integra subsequently acquired in February 2017. After receiving a job offer from Integra that Olsen believed materially diminished his title and authority, on February 24, 2017 Olsen indicated his intention to terminate his position with BioD for Good Reason, as otherwise permitted by his employment agreement with BioD. Shortly thereafter, Cynthia Weatherly (as representative of the former equity owners of BioD) claimed in a letter to Derma Sciences that Olsen’s resignation was a “termination Without Cause” (as also defined in Olsen’s employment agreement), which would arguably trigger an acceleration of the earn out under a merger agreement between Derma Sciences, BioD and other parties (the "BioD Merger Agreement"), which was entered into in July 2016, and require as a result of the acceleration the payment of $26.5 million by BioD. As previously disclosed and described in Note 4 - Acquisitions and Pro Forma Results , Integra assumed this contingent liability in connection with its acquisition of Derma Sciences. The action for a declaratory judgment was filed to clarify that Olsen’s termination was for Good Reason and not Without Cause. If the employment agreement was terminated for Good Reason, then the Company believes that the earn out provision under the BioD Merger Agreement should not be accelerated and the likelihood of loss is remote. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION In October 2017, the Company leveraged the globally recognized Codman name by rebranding the Specialty Surgical Solutions segment as Codman Specialty Surgical. The Company internally manages two global reportable segments and reports the results of its businesses to its chief operating decision maker. The two reportable segments and their activities are described below. • The Codman Specialty Surgical 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 precision tools and instruments business, which sells more than 60,000 instrument patterns and surgical and lighting products to hospitals, surgery centers, 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 products. The Corporate and other category includes (i) various executive, finance, human resource, information systems and legal functions, (ii) brand management, and (iii) share-based compensation costs. 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, 2018 , 2017 and 2016 are as follows: Years Ended December 31, 2018 2017 2016 (In thousands) Segment Net Sales Codman Specialty Surgical $ 963,929 $ 720,301 $ 632,524 Orthopedics and Tissue Technologies 508,512 467,935 359,551 Total revenues $ 1,472,441 $ 1,188,236 $ 992,075 Segment Profit Codman Specialty Surgical $ 363,336 $ 292,971 $ 256,629 Orthopedics and Tissue Technologies 149,510 129,697 103,852 Segment profit 512,846 422,668 360,481 Amortization (21,160) (20,370) (13,862) Corporate and other (380,688 ) (357,494 ) (231,279 ) Operating income $ 110,998 $ 44,804 $ 115,340 The Company does not allocate any assets to the reportable segments. 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. Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below: United States* Europe Asia Pacific Rest of the World Consolidated (In thousands) Total revenue, net: 2018 $ 1,045,887 $ 201,354 $ 144,253 $ 80,947 $ 1,472,441 2017 894,260 150,147 80,636 63,193 1,188,236 2016 765,608 120,588 59,985 45,894 992,075 Total long-lived assets: 2018 $ 280,382 $ 32,679 $ 3,765 $ 3,203 $ 320,029 2017 247,154 30,942 4,189 3,044 285,329 * Includes long-lived assets in Puerto Rico. |
SELECTED QUARTERLY INFORMATION
SELECTED QUARTERLY INFORMATION - UNAUDITED | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
SELECTED QUARTERLY INFORMATION - UNAUDITED | SELECTED QUARTERLY INFORMATION - UNAUDITED (In thousands, except per share data) Quarter Total revenue, net Gross margin Net income Per Share - Basic (1) Per Share - Diluted (1) 2018 First 357,082 212,860 10,992 $ 0.14 $ 0.14 Second 366,190 228,625 11,376 0.14 0.14 Third 365,854 222,609 13,295 0.16 0.15 Fourth 383,315 236,851 25,138 0.29 0.29 1,472,441 900,945 60,801 2017 First $ 258,636 $ 172,051 $ 6,394 $ 0.09 $ 0.08 Second 282,164 183,166 10,835 0.14 0.14 Third 278,834 177,077 3,159 0.04 0.04 Fourth (2) 368,602 220,431 44,355 0.57 0.56 $ 1,188,236 $ 752,725 $ 64,743 (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 the fourth quarter of 2017 includes benefit from income taxes of $43.4 million related to the re-measurement of our deferred taxes resulting from a reduction of the federal statutory rate from 35% to 21% from the 2017 Tax Act (see Note 12, Income Taxes ). |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, 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 Other Deductions Balance at End of Period Description (In thousands) Year ended December 31, 2018 Allowance for doubtful accounts $ 8,882 $ 557 $ (4,649 ) (3) $ (1,071 ) (2) $ 3,719 Deferred tax assets valuation allowance 7,961 (894 ) — (94 ) 6,973 Year ended December 31, 2017 Allowance for doubtful accounts and sales returns and allowances $ 6,319 $ 4,920 $ 1,518 (1) $ (3,875 ) (2) $ 8,882 Deferred tax assets valuation allowance 3,604 740 3,617 (1) — 7,961 Year ended December 31, 2016: Allowance for doubtful accounts and sales returns and allowances $ 5,572 $ 2,009 $ — $ (1,262 ) (2) $ 6,319 Deferred tax assets valuation allowance 4,887 (1,228 ) — (55 ) 3,604 (1) The above amounts primarily relate to amounts acquired through acquisition of Derma Sciences and effect of foreign currency translations. (2) Deductions primarily relates to allowance for doubtful accounts written off during the year, net of recoveries and other adjustments. (3) The Company transferred sales returns and allowances from accounts receivable, net to accrued expenses and other current liabilities upon adopting Topic 606 on January 1, 2018 using the modified retrospective method. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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. |
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. |
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, 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 year's 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. |
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 net realizable value. Inventories consisted of the following: December 31, 2018 2017 (In thousands) Finished goods $ 179,885 $ 190,100 Work in process 47,715 58,637 Raw materials 52,747 47,595 Total inventories, net $ 280,347 $ 296,332 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. |
Acquisitions | ACQUISITIONS Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. Acquired businesses are accounted for using the acquisition method of accounting, which requires that assets acquired and liabilities assumed be recorded at fair value, with limited exceptions. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. The operating results of the acquired business are reflected in the consolidated financial statements after the date of acquisition. Acquired in-process research and development (“IPR&D”) is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. 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 selling, general and administrative expense in consolidated statements of operations. 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 the 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. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. Payments that would be recognized as contingent consideration in a business combination are expensed when incurred in an asset acquisition. |
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. Refer to Note 7, Goodwill and Other Intangibles for more information. The Company has two reportable segments with three underlying reporting units: Instruments and Neurosurgery, under Codman Specialty Surgical and Orthopedics and Tissue Technologies. Refer to Note 16, Segment and Geographic Information for more information on reportable segments. 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 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 research and debt 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 research and development projects, there is risk that actual results will differ materially from the original cash flow projections and that the research and development 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. |
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 designated as hedges in the same category as the item being hedged for cash flow presentation purposes. The Company entered into a foreign currency forward contract that is not designated as a hedging instrument for accounting purposes. This contract is recorded at fair value, with the changes in fair value recognized into other income, net on the consolidated financial statements. |
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. |
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, unless the reserves are expected to be paid in cash during the next twelve months, in which case they are classified as current liabilities. 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 provisional 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 And Shipping And Handling Fees | REVENUE RECOGNITION Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Total revenue, net, includes product sales, product royalties and other revenues, such as fees received from services. For products shipped with FOB shipping point terms, the control of the product passes to the customer at the time of shipment. For shipments in which the control of the product is transferred when the customer receives the product, the Company recognizes revenue upon receipt by the customer. Certain products that the Company produces for private label customers have no alternative use and the Company has a right of payment for performance to date. Revenues from those products are recognized over the period that the Company manufactures these products, which is typically one to three months. The Company uses the input method to measure the manufacturing activities completed to date, which depicts the progress of the Company's performance obligation of transferring control of goods being manufactured for private label customers. 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 control until the product has been used or implanted, at which time revenue is recognized. Revenues from sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. For product sales, invoices are generally issued upon the transfer of control (or upon the completion of the manufacturing in the case of the private label transactions recognized over time) and are typically payable 30 days after the invoice date. The Company performs a review of each specific customer's creditworthiness and ability to pay prior to acceptance as a customer. Further, the Company performs periodic reviews of its customers' creditworthiness prospectively. Shipping and Handling Fees The Company elected to account for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. Amounts billed to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of underlying products is transferred to the customer. The related shipping and freight charges incurred by the Company are included in the cost of goods sold. Summary of Accounting Policies on Revenue Recognition Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Total revenue, net, includes product sales, product royalties and other revenues, such as fees received from services. For products shipped with FOB shipping point terms, the control of the product passes to the customer at the time of shipment. For shipments in which the control of the product is transferred when the customer receives the product, the Company recognizes revenue upon receipt by the customer. Certain products that the Company produces for private label customers have no alternative use and the Company has a right of payment for performance to date. Revenues from those products are recognized over the period that the Company manufactures these products, which is approximately one to three months. The Company uses the input method to measure the manufacturing activities completed to date, which depicts the progress of the Company's performance obligation of transferring control of goods being manufactured for private label customers. 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 control until the product has been used or implanted, at which time revenue is recognized. Revenues from sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. For product sales, invoices are generally issued upon the transfer of control (or upon the completion of the manufacturing in the case of the private label transactions recognized over time) and are typically payable 30 days after the invoice date. The Company performs a review of each specific customer's creditworthiness and ability to pay prior to acceptance as a customer. Further, the Company performs periodic reviews of its customers' creditworthiness prospectively. Performance Obligations The Company's performance obligations consist mainly of transferring control of goods and services identified in the contracts, purchase orders, or invoices. The Company has no significant multi-element contracts with customers. Significant Judgments Usage-based royalties and licenses are estimated based on the provisions of contracts with customers 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 reported licensee sales and those that were estimated are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant. The Company estimates returns, price concessions, and discount allowances using the expected value method based on historical trends and other known factors. Rebate allowances are estimated using the most likely method based on each customer contract. 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 a product in advance. Upon the authorization, a credit will be issued for the goods returned within a set amount of days from the shipment, which is generally ninety days. The Company disregards the effects of a financing component if the Company expects, at contract inception, that the period between the transfer and customer payment for the good or services will be one year or less. The Company has no significant revenues recognized on payments expected to be received more than one year after the transfer of control of products or services to customers. Contract Asset and Liability Revenues recognized from the Company's private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the prepaid expenses and other current assets account in the consolidated balance sheet. Other operating revenues may include fees received under service agreements. Non-refundable fees received under multiple-period service agreements are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in the future periods is recognized as contract liability. |
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 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. |
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 are based on the grant date fair value using the binomial distribution model. The Company recognizes compensation expense for stock option awards, restricted stock awards, performance stock awards and contract stock awards over the requisite service period of the award. All excess tax benefits and taxes and tax deficiencies from stock-based compensation are included in provision for income taxes in the consolidated statement of operations. |
Pension Benefits | PENSION BENEFITS The Company maintains defined benefit pension plans that cover certain employees in Austria, France, Japan, Germany and Switzerland. 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. 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. Total contributions to the defined benefit plans were $1.7 million and $0.5 million during the years ended December 31, 2018 and 2017. There were no contributions to the defined benefit plans for the year ended December 31, 2016. The Company uses the corridor approach in measuring the amount of net periodic benefit pension cost to recognize each period. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and actuarial assumptions. Those unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over the average remaining service period to retirement date of active plan participants. |
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. |
New Accounting Principles Adopted And New Accounting Principles Not Yet Adopted | NEW ACCOUNTING PRINCIPLES ADOPTED 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 became effective for all annual periods and interim reporting periods beginning after December 15, 2017. The Company adopted Topic 606 as of January 1, 2018 using the modified retrospective method. The Company applies the practical expedient as defined in Topic 606 to recognize the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs which are included in selling, general, and administrative expenses are consistent with the accounting prior to the adoption of Topic 606. The Company also elected to use the practical expedient to not adjust the promised amount of consideration for the effects of the time value of money for contracts in which the anticipated period between when the Company transfers the goods or services to the customer and when the customer pays is equal to one year or less. See Note 3, Revenues from Contracts with Customers , for further information. 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 rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after business combinations, proceeds from the settlement of insurance claims and corporate-owned life insurance, distributions received from equity method investees and beneficial interests in securitization transaction. This update became effective for all annual periods and interim reporting periods beginning after December 15, 2017. The Company adopted ASU 2016-15 effective January 1, 2018 on a retrospective basis. The adoption of this guidance had no significant impact on the Company's consolidated financial statements. In October 2016, the FASB issued Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires that the income tax consequences of intra-entity transfers of assets other than inventory be recognized as a 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 became effective for all annual periods beginning after December 15, 2017. The Company adopted ASU 2016-16 effective January 1, 2018. The adoption of this guidance had no significant impact on the Company's consolidated financial statements. In March 2017, the FASB issued Update No. 2017-07, Compensation - Retirement Benefits (Topic 715) : Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. The guidance requires that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations if one is presented. If a separate line item or items were to be used to present the other components of net benefit cost, that line item or items must be appropriately described. If a separate line item or items is/are not used, the line item or items used in the income statement to present the other components of net benefit cost must be disclosed. In addition, the amendments also allow only the service cost component to be eligible for capitalization when applicable. The new standard became effective for annual periods beginning after December 15, 2017. The Company adopted ASU 2017-07 effective January 1, 2018. The Company recognized the components of net periodic benefit cost other than the service cost component in other (expense) income, net in the consolidated statements of operations. The adoption of this guidance had no significant impact on the Company's consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Stock Compensation (Topic 718): Scope of Modification Accounting. The update serves to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The new standard became effective for all annual periods beginning after December 15, 2017. The Company adopted ASU 2017-09 effective January 1, 2018. The adoption of this guidance had no significant impact on the Company's consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) : Targeted Improvements to Accounting for Hedging Activities. This update amends the hedge accounting rules to simplify the application of hedge accounting guidance and better portray the economic results of risk management activities in the financial statements. The guidance expands the ability to hedge non-financial and financial risk components, reduces complexity in fair value hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company elected to early adopt ASU 2017-12 effective January 1, 2017 using the modified retrospective method. The adoption of this guidance had no significant impact on the Company's consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income . This amendment allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the 2017 Tax Act (as defined in Note 12, Income Taxes). This guidance is effective for annual and interim periods beginning after December 15, 2018. Early adoption is permitted. The Company elected to early adopt the ASU 2018-02 effective January 1, 2018, which resulted in the reclassification of $0.5 million from accumulated other comprehensive loss to retained earnings related to a net unrealized loss on cash flow hedges. NEW ACCOUNTING PRINCIPLES NOT YET ADOPTED In February 2016, the FASB issued ASU 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 its 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 Company will adopt this standard on January 1, 2019 using the modified retrospective method. The Company is currently finalizing the changes to its processes, systems and controls which are necessary to support recognition and disclosure under the new lease standard. The estimated impact of recording a right-of-use asset and lease liability for operating leases will increase total assets and total liabilities 2% and 4% respectively, when considering the balances of total assets and total liabilities as of December 31, 2018. During 2018, the Company entered into a lease for a new corporate headquarters in Princeton, NJ which will commence during the second quarter of 2019. The estimated impact above excludes the impact of this lease. The Company will make cumulative total payments of approximately $67.0 million over the term of the lease. In July 2018, the FASB issued ASU Number 2018-11, Leases (Topic 842) : Targeted Improvements. This update provides entities with an additional and optional transition method to adopt ASU Number 2016-02 with a cumulative-effect adjustment in the period of adoption. This update also provides guidance for a practical expedient that permits lessors to not separate non-lease components from the associated lease components. Additionally, in July 2018, the FASB issued ASU Number 2018-10, Codification Improvements to Topic 842, Leases . This update provides additional guidance on the new lease model with improvements in numerous aspects of the guidance in ASC 842 including, but not limited to, implicit rates, reassessment of lease classification, terms and purchase options, investment tax credits, and various other transition guidance. The Company will adopt this ASU concurrently with ASU Number 2016-02. In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Subtopic 715-20). The new guidance modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans, including removing certain previous disclosure requirements, adding certain new disclosure requirements, and clarifying certain other disclosure requirements. The ASU will be effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The Company plans to early adopt ASU 2018-14 on January 1, 2019. The adoption of this ASU is not expected to have a material impact on the consolidated financial statements. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815) : Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as Benchmark Interest Rate for Hedge Accounting Purposes. This ASU permits use of the OIS rate based on the SOFR as a U.S. benchmark interest rate for hedge accounting purposes. This ASU is effective for fiscal years beginning after December 15, 2018 (fiscal 2020), and interim periods within those fiscal years, with early adoption permitted. The new guidance must be applied on a prospective basis. The Company plans to early adopt ASU 2018-16 on January 1, 2019. The adoption of this ASU is not expected to have a material impact on the consolidated 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 ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Inventories, Net | Inventories consisted of the following: December 31, 2018 2017 (In thousands) Finished goods $ 179,885 $ 190,100 Work in process 47,715 58,637 Raw materials 52,747 47,595 Total inventories, net $ 280,347 $ 296,332 |
Schedule of Property, Plant and Equipment Balances and Corresponding Lives | Property, plant and equipment balances and corresponding lives were as follows: December 31, 2018 2017 Useful Lives (In thousands) Land $ 1,837 $ 1,881 Buildings and building improvements 20,472 20,243 5-40 years Leasehold improvements 105,063 90,329 1-20 years Machinery and production equipment 143,921 137,914 3-20 years Surgical instrument kits 31,231 30,511 4-5 years Information systems and hardware 129,962 127,946 1-7 years Furniture, fixtures, and office equipment 17,731 17,394 1-15 years Construction-in-progress 105,075 62,967 Total 555,292 489,185 Less: Accumulated depreciation (255,180 ) (219,934 ) Property, plant and equipment, net $ 300,112 $ 269,251 |
REVENUES FROM CONTRACTS WITH _2
REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Contract Assets and Contract Liabilities | The following table summarized the changes in the contract asset and liability balances for the year ended December 31, 2018 : Total (amounts in thousands) Contract Asset Contract asset, January 1, 2018 $ 3,552 Transferred to trade receivable of contract asset included in beginning of the year contract asset (3,552 ) Contract asset, net of transferred to trade receivables on contracts during the period 4,193 Contract asset, December 31, 2018 $ 4,193 Contract Liability Contract liability, January 1, 2018 $ 11,059 Recognition of revenue included in beginning of year contract liability (3,081 ) Contract liability, net of revenue recognized on contracts during the period 4,780 Foreign currency translation (42 ) Contract liability, December 31, 2018 $ 12,716 |
Schedule of Disaggregation of Revenue | The following table presents revenues disaggregated by the major sources of revenues for the years-ended December 31, 2018 and 2017 (amounts in thousands): Year Ended December 31, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 (amounts in thousands) Neurosurgery 684,148 446,994 367,985 Precision Tools and Instruments 279,781 $ 273,307 $ 264,539 Total Codman Specialty Surgical 963,929 720,301 632,524 Wound Reconstruction 305,465 269,068 178,524 Extremity Orthopedics 96,688 98,876 97,067 Private Label 106,359 99,991 83,960 Total Orthopedics and Tissue Technologies 508,512 467,935 359,551 Total revenue $ 1,472,441 $ 1,188,236 $ 992,075 |
Schedule of Impact on Statement of Operations | The impact of adoption of Topic 606 to the Company's consolidated statement of operations for the year ended December 31, 2018 was as follows: Year Ended December 31, 2018 As Reported Excluding Impact of Topic 606 (Amounts in thousands) Statement of Operations Total revenue, net $ 1,472,441 $ 1,468,075 Cost of goods sold 571,496 570,028 Income tax benefit (3,398 ) (4,119 ) Net income 60,801 58,624 |
ACQUISITIONS, DIVESTITURE AND_2
ACQUISITIONS, DIVESTITURE AND PRO FORMA RESULTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects measurement period adjustments subsequent to the acquisition date: Final Valuation Weighted Average Life (Dollars in thousands) Inventory 74,962 Assets held for sale 30,813 Other current assets 8,202 Property, plant and equipment 41,339 Intangible assets: Codman corporate trade name 162,900 Indefinite Completed technology 375,200 22 years Goodwill 342,322 Total assets acquired 1,035,738 Accrued expenses 1,730 Pension liabilities 19,917 Net assets acquired $ 1,014,091 The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date and reflects purchase accounting adjustments subsequent to the acquisition date: Final Valuation Weighted Average Life (Dollars in thousands) Cash and cash equivalents $ 16,512 Short-term investments 19,238 Accounts receivable 8,949 Inventory 17,977 Prepaid expenses and other current assets 4,369 Property, plant and equipment 4,311 Intangible assets: Customer relationship 78,300 14 years Trademarks/brand names 13,500 15 years Completed technology 11,600 14 years Non-compete agreement 280 1 year Goodwill 73,765 Deferred tax assets 14,524 Other assets 101 Total assets acquired 263,426 Accounts payable 4,560 Accrued expenses and other current liabilities 7,409 Contingent liability 37,174 Other liabilities 3,805 Net assets acquired $ 210,478 |
Schedule of Assets and Liabilities Divested | Assets and liabilities divested consisted of the following as of October 6, 2017 (amounts in thousands): Inventories $ 8,348 Prepaid expenses and other current assets 36 Assets held for sale 30,813 Property, plant and equipment, net 1,122 Goodwill 2,861 Total assets divested $ 43,180 Deferred revenue $ 1,082 Accrued compensation 209 Total liabilities divested $ 1,291 |
Pro Forma Financial Information, Summary of Results of Operations | 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, 2017 2016 (Pro forma) (In thousands except per share amounts) Total revenue from continuing operations $ 1,428,491 $ 1,446,903 Net income from continuing operations $ 81,730 $ 27,520 Basic earnings per share from continuing operations $ 1.06 $ 0.37 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Maximum Leverage Ratios | In connection with the May 2018 Amendment, the Company’s maximum consolidated total leverage ratio in the financial covenants (as defined in the Senior Credit Facility) was modified to the following: Fiscal Quarter Maximum Consolidated Total Leverage Ratio Execution of May 2018 Amendment through March 31, 2019 5.50 : 1.00 June 30, 2019 through March 31, 2020 5.00 : 1.00 June 30, 2020 through March 31, 2021 4.50 : 1.00 June 30, 2021 and thereafter 4.00 : 1.00 |
Schedule of Maturities of Long-term Debt | Contractual repayments of the Term Loan component of Senior Credit Facility are due as follows: Year Ended December 31, Principal Repayment (In thousands) 2019 $ 22,500 2020 45,000 2021 56,250 2022 67,500 2023 708,750 $ 900,000 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The Company held the following interest rate swaps as of December 31, 2018 (dollar amounts in thousands): Hedged Item Current Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Floating Rate Estimated Fair Value Assets (Liabilities) 3-month USD LIBOR Loan $ 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month USD LIBOR $ 410 3-month USD LIBOR Loan 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month USD LIBOR 415 1-month USD LIBOR Loan 50,000 July 12, 2016 December 31, 2016 June 30, 2019 0.825 % 1-month USD LIBOR 418 3-month USD LIBOR Loan 50,000 February 6, 2017 June 30, 2017 June 30, 2020 1.834 % 3-month USD LIBOR 619 1-month USD LIBOR Loan 100,000 February 6, 2017 June 30, 2017 June 30, 2020 1.652 % 1-month USD LIBOR 1,287 1-month USD LIBOR Loan 100,000 March 27, 2017 December 31, 2017 June 30, 2021 1.971 % 1-month USD LIBOR 1,246 1-month USD LIBOR Loan 150,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % 1-month USD LIBOR 1,491 1-month USD LIBOR Loan 150,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % 1-month USD LIBOR 1,460 1-month USD LIBOR Loan 100,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1-month USD LIBOR 418 1-month USD LIBOR Loan 50,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1-month USD LIBOR 162 1-month USD LIBOR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 1-month USD LIBOR 2,076 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 1-month USD LIBOR (2,594 ) 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.199 % 1-month USD LIBOR (2,551 ) 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.209 % 1-month USD LIBOR (2,568 ) 1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.885 % 1-month USD LIBOR (797 ) 1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.867 % 1-month USD LIBOR (873 ) Total interest rate derivatives designated as cash flow hedges $ 1,475,000 $ 619 The Company held the following interest rate swaps as of December 31, 2017 (dollar amounts in thousands): Hedged Item Current Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Floating Rate Estimated Fair Value Assets (Liabilities) 3-month USD LIBOR Loan $ 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month USD LIBOR $ 675 3-month USD LIBOR Loan 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month USD LIBOR 672 1-month USD LIBOR Loan 50,000 July 12, 2016 December 31, 2016 June 30, 2019 0.825 % 1-month USD LIBOR 779 3-month USD LIBOR Loan 50,000 February 6, 2017 June 30, 2017 June 30, 2020 1.834 % 3-month USD LIBOR 318 1-month USD LIBOR Loan 100,000 February 6, 2017 June 30, 2017 June 30, 2020 1.652 % 1-month USD LIBOR 858 1-month USD LIBOR Loan 100,000 March 27, 2017 December 31, 2017 June 30, 2021 1.971 % 1-month USD LIBOR 337 1-month USD LIBOR Loan 150,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % 1-month USD LIBOR (455 ) 1-month USD LIBOR Loan 150,000 December 13, 2017 January 1, 2018 December 31, 2022 2.201 % 1-month USD LIBOR (434 ) 1-month USD LIBOR Loan 100,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1-month USD LIBOR (684 ) 1-month USD LIBOR Loan 50,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1-month USD LIBOR (255 ) 1-month USD LIBOR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 1-month USD LIBOR (1,219 ) Total interest rate derivatives designated as cash flow hedges $ 1,050,000 $ 592 The Company held the following cross-currency rate swaps designated as net investment hedges as of December 31, 2018 (dollar amounts in thousands): Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Asset (Liability) Pay EUR October 3, 2018 September 30, 2021 — EUR 70,738 1,359 Receive U.S.$ 3.01% $ 82,000 Pay EUR October 3, 2018 September 30, 2023 — EUR 51,760 (421 ) Receive U.S.$ 2.57% $ 60,000 Pay EUR October 3, 2018 September 30, 2025 — EUR 38,820 (150 ) Receive U.S.$ 2.19% $ 45,000 Pay GBP October 3, 2018 September 30, 2025 1.67% GBP 128,284 2,360 Receive U.S.$ 2.71% $ 167,500 Pay CHF October 3, 2018 September 30, 2025 — CHF 165,172 (3,780 ) Receive GBP 1.67% GBP 128,284 Total $ (632 ) The Company held the following cross-currency rate swaps designated as cash flow hedges as of December 31, 2018 and 2017 (dollar amounts in thousands): 2018 2017 Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Asset (Liability) Fair Value Asset (Liability) Pay CHF October 2, 2017 October 2, 2020 1.75% CHF 97,065 $ (215 ) $ (742 ) Receive U.S.$ 4.38% $ 100,000 Pay CHF October 2, 2017 October 2, 2021 1.85% CHF 48,533 (422 ) (610 ) Receive U.S.$ 4.46% $ 50,000 Pay CHF October 2, 2017 October 2, 2022 1.95% CHF 145,598 (2,193 ) (2,605 ) Receive U.S.$ 4.52% $ 150,000 Total $ (2,830 ) $ (3,957 ) |
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: Fair Value as of December 31, 2018 2017 Location on Balance Sheet (1) : (In thousands) Derivatives designated as hedges — Assets: Prepaid expenses and other current assets Cash Flow Hedges Interest rate swap (2) $ 4,654 $ 1,521 Cross-currency swap 7,615 7,757 Net Investment Hedges Cross-currency swap $ 8,888 $ — Other assets Cash Flow Hedges Interest rate swap (2) 5,350 2,491 Net Investment Hedges Cross-currency swap $ 1,774 $ — Total Derivatives designated as hedges — Assets $ 28,281 $ 11,769 Derivatives designated as hedge — Liabilities Accrued expenses and other current liabilities Cash Flow Hedges Interest rate swap (2) $ — $ 1,845 Other liabilities Cash Flow Hedges Interest rate swap (2) 9,385 1,575 Cross-currency swap 10,445 11,714 Net Investment Hedges Cross-currency swap $ 11,294 $ — Total Derivative designated as hedges — Liabilities $ 31,124 $ 15,134 (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, 2018 and 2017 , the total notional amounts related to the Company’s interest rate swaps were $1.5 billion and $1.1 billion , respectively. |
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 and net investment hedges on the accompanying consolidated statements of operations during the years ended December 31, 2018 and 2017 : Balance in AOCI Beginning of Year Amount of Gain (Loss) Recognized in AOCI Amount of Gain (Loss) Reclassified from AOCI into Earnings Balance in AOCI End of Year Location in Statements of Operations (In thousands) Year Ended December 31, 2018 Cash Flow Hedges Interest rate swap $ 592 $ 924 $ 897 $ 619 Interest income (expense) Cross-currency swap (5,104 ) 9,062 10,148 (6,190 ) Other income (expense) Net Investment Hedges Cross-currency swap — 1,723 2,355 (632 ) Interest income (expense) $ (4,512 ) $ 11,709 $ 13,400 $ (6,203 ) Year Ended December 31, 2017 Cash Flow Hedges Interest rate swap $ 1,871 $ (1,355 ) $ (76 ) $ 592 Interest income (expense) Cross-currency swap — (2,070 ) 3,034 (5,104 ) Other income (expense) $ 1,871 $ (3,425 ) $ 2,958 $ (4,512 ) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill in 2018 and 2017 were as follows: Codman Specialty Surgical Orthopedics and Tissue Technologies Total (In thousands) Goodwill at January 1, 2017 $ 284,358 $ 226,213 $ 510,571 Derma Sciences acquisition — 73,765 73,765 Codman acquisition 346,220 — 346,220 Divestment to Natus (2,861 ) — (2,861 ) Foreign currency translation and other 7,050 3,160 10,210 Goodwill at December 31, 2017 $ 634,767 $ 303,138 $ 937,905 Codman acquisition measurement period adjustments (3,964 ) — (3,964 ) Foreign currency translation (5,043 ) (2,423 ) (7,466 ) Goodwill at December 31, 2018 $ 625,760 $ 300,715 $ 926,475 |
Schedule of Indefinite-Lived Intangible Assets | The components of the Company's identifiable intangible assets were as follows: Weighted Average Life December 31, 2018 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 19 years $ 855,679 $ (167,384 ) $ 688,295 Customer relationships 13 years 231,448 (106,859 ) 124,589 Trademarks/brand names 28 years 104,061 (24,764 ) 79,297 Codman trade name Indefinite 162,054 — 162,054 Supplier relationships 27 years 34,721 (16,519 ) 18,202 All other (1) 4 years 10,958 (3,899 ) 7,059 $ 1,398,921 $ (319,425 ) $ 1,079,496 Weighted Average Life December 31, 2017 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 19 years $ 869,174 $ (124,096 ) $ 745,078 Customer relationships 13 years 233,430 (91,961 ) 141,469 Trademarks/brand names 28 years 104,879 (22,293 ) 82,586 Codman trade name Indefinite 162,900 — 162,900 Supplier relationships 27 years 34,721 (15,092 ) 19,629 All other (1) 4 years 11,511 (3,546 ) 7,965 $ 1,416,615 $ (256,988 ) $ 1,159,627 |
Schedule of Finite-Lived Intangible Assets | The components of the Company's identifiable intangible assets were as follows: Weighted Average Life December 31, 2018 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 19 years $ 855,679 $ (167,384 ) $ 688,295 Customer relationships 13 years 231,448 (106,859 ) 124,589 Trademarks/brand names 28 years 104,061 (24,764 ) 79,297 Codman trade name Indefinite 162,054 — 162,054 Supplier relationships 27 years 34,721 (16,519 ) 18,202 All other (1) 4 years 10,958 (3,899 ) 7,059 $ 1,398,921 $ (319,425 ) $ 1,079,496 Weighted Average Life December 31, 2017 Cost Accumulated Amortization Net (Dollars in Thousands) Completed technology 19 years $ 869,174 $ (124,096 ) $ 745,078 Customer relationships 13 years 233,430 (91,961 ) 141,469 Trademarks/brand names 28 years 104,879 (22,293 ) 82,586 Codman trade name Indefinite 162,900 — 162,900 Supplier relationships 27 years 34,721 (15,092 ) 19,629 All other (1) 4 years 11,511 (3,546 ) 7,965 $ 1,416,615 $ (256,988 ) $ 1,159,627 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 (In thousands) Selling, general and administrative $ 18,721 $ 19,785 $ 15,829 Research and development 1,609 1,273 1,048 Cost of goods sold 449 492 433 Total stock-based compensation expense 20,779 21,550 17,310 Total estimated tax benefit related to stock-based compensation expense 10,430 15,448 10,569 Net effect on net income $ 10,349 $ 6,102 $ 6,741 |
Summary Of Weighted-Average Assumptions | The following weighted-average assumptions were used in the calculation of fair value: Years Ended December 31, 2018 2017 2016 Dividend yield 0% 0% 0% Expected volatility 28% 30% 29% Risk free interest rate 2.79% 2.18% 1.94% 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, 2018 1,739 $ 23.84 Granted 140 56.23 Exercised (426 ) 20.57 Forfeited or Expired (5 ) — Outstanding at December 31, 2018 1,448 $ 27.91 3.79 $ 26,451 Vested or expected to vest at December 31, 2018 1,448 $ 27.91 3.79 $ 26,451 Exercisable at December 31, 2018 1,117 $ 22.47 3.01 $ 25,278 |
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, 2018 . Restricted Stock Awards Performance Stock and Contract 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, 2018 451 $ 37.79 172 $ 33.61 Granted 261 56.77 164 56.23 Adjustments for performance achievement related to award target — — 40 21.42 Cancellations (56 ) 45.51 (14 ) — Released (239 ) 37.13 (203 ) 55.81 Vested but not released — — (74 ) 42.94 Unvested, December 31, 2018 417 $ 48.97 85 $ 45.56 |
RETIREMENT BENEFIT PLANS (Table
RETIREMENT BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Costs | Net periodic benefit costs for the Company’s defined benefit pension plans for the years ended December 31, 2018 and 2017 included the following (amounts in thousands): Year ended December 31, 2018 2017 Service cost $ 2,704 $ 565 Interest cost 351 95 Expected return on plan assets (944 ) (224 ) Recognized net actuarial loss 8 8 Net period benefit cost $ 2,119 $ 444 |
Schedule of Weighted Average Assumptions Used | The following weighted average assumptions were used to develop net periodic pension benefit costs and the actuarial present values of projected pension benefit obligations for the years ended December 31, 2018 and 2017, respectively: As of December 31, 2018 2017 Discount rate 1.00 % 0.74 % Expected return on plan assets 3.40 % 3.08 % Rate of compensation increase 1.70 % 1.70 % |
Schedule of Benefit Obligations and Plan Assets | The following sets forth the change in projected benefit obligations and the change in plan assets for the years ended December 31, 2018 and 2017 and a reconciliation of the funded status at December 31, 2018 and 2017, respectively (amounts in thousands): Year ended December 31, 2018 2017 Change In Projected Benefit Obligations Projected benefit obligations, beginning of year $ 47,661 $ 668 Interest cost 351 95 Service cost 2,704 565 Actuarial loss 762 (12 ) Employee contribution 641 180 Premiums paid — (89 ) Benefit payment (1,483 ) (19 ) Plans transferred in 2,280 46,448 Effect of foreign currency exchange rates (374 ) (175 ) Projected benefit obligations, end of year $ 52,542 $ 47,661 Year ended December 31, 2018 2017 Change In Plan Assets Plan assets at fair value, beginning of year $ 26,943 $ — Actual return on plan assets 1,802 82 Employer contributions 1,720 450 Employee contributions 641 180 Benefits paid (1,463 ) — Premiums paid — (89 ) Plans transferred in 1,589 26,477 Effect of foreign currency exchange rates (129 ) (157 ) Plan assets at fair value, end of year $ 31,103 $ 26,943 |
Schedule of Funded Status | Year ended December 31, 2018 2017 Reconciliation Of Funded Status Fair value of plan assets $ 31,103 $ 26,943 Benefit obligations 52,542 47,661 Unfunded benefit obligations $ 21,439 $ 20,718 |
Schedule of Expected Benefit Payments and Minimum Contribution on Unfunded Plans | The following table is the summary of expected future benefit payments (in thousands): 2019 $ 1,410 2020 1,516 2021 1,317 2022 1,433 2023 1,878 Next five years 2,978 |
LEASES AND RELATED PARTY LEAS_2
LEASES AND RELATED PARTY LEASES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule Of Minimum Lease Payments for Operating Leases | Future minimum lease payments under operating leases at December 31, 2018 were as follows: Related Parties Third Parties Total (In thousands) 2019 $ 296 $ 16,472 $ 16,768 2020 296 13,510 13,806 2021 296 12,197 12,493 2022 296 12,937 13,233 2023 296 10,707 11,003 Thereafter 1,724 100,675 102,399 Total minimum lease payments $ 3,204 $ 166,498 $ 169,702 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income (Loss) Before Income Taxes | Income (Loss) before income taxes consisted of the following: Years Ended December 31, 2018 2017 2016 (In thousands) United States operations $ (21,218 ) $ (32,640 ) $ 51,351 Foreign operations 78,621 44,025 39,055 Total $ 57,403 $ 11,385 $ 90,406 |
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, 2018 2017 2016 Federal statutory rate 21.0 % 35.0 % 35.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal tax benefit (0.4 )% (17.0 )% (0.2 )% Foreign operations (21.8 )% (112.7 )% (10.0 )% Excess tax benefits from stock compensation (7.8 )% (57.9 )% (3.9 )% Charitable contributions (1.2 )% (10.6 )% (0.4 )% Nondeductible meals and entertainment 1.6 % 8.8 % 0.8 % Domestic production activities deduction — % — % (2.6 )% Intercompany profit in inventory 6.2 % 11.6 % 1.0 % Nondeductible facilitative costs — % 22.5 % 0.2 % Changes in valuation allowances 0.2 % 8.0 % 0.4 % Uncertain tax positions 0.4 % (4.6 )% (0.3 )% Research and development credit (2.6 )% (13.2 )% (1.2 )% Return to provision (2.9 )% (4.3 )% (1.5 )% Reduction of book gain on sale of assets — % (4.6 )% — % Tax reform — Toll Tax — % 48.1 % — % Tax reform — remeasurement of deferred tax assets and liabilities — % (378.6 )% — % Global intangible low-taxed income ("GILTI") 3.5 % — % — % Nondeductible executive compensation 1.6 % — % — % Carryback of Federal net operating loss ("NOL") (3.7 )% — % — % Other — % 0.8 % 0.2 % Effective tax rate (5.9 )% (468.7 )% 17.5 % |
Schedule Of Provision For Income Taxes | The provision for income taxes consisted of the following: Years Ended December 31, 2018 2017 2016 (In thousands) Current: Federal $ (3,880 ) $ 6,644 $ 13,700 State 1,609 1,233 2,503 Foreign 7,057 6,069 6,113 Total current $ 4,786 $ 13,946 $ 22,316 Deferred: Federal (7,202 ) (66,466 ) (3,400 ) State (3,048 ) (758 ) (1,751 ) Foreign 2,066 (80 ) (1,323 ) Total deferred $ (8,184 ) $ (67,304 ) $ (6,474 ) Provision for income taxes $ (3,398 ) $ (53,358 ) $ 15,842 |
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, 2018 2017 (In thousands) Assets: Doubtful accounts $ 1,507 $ 1,811 Inventory related items 28,245 29,266 Tax credits 9,072 6,015 Accrued vacation 2,761 2,556 Accrued bonus 5,515 997 Stock compensation 10,093 10,426 Deferred revenue 2,173 2,395 Net operating loss carryforwards 33,350 37,492 Unrealized foreign exchange loss 1,405 1,177 Charitable contributions carryforward 1,994 1,287 Others 8,835 3,077 Total deferred tax assets 104,950 96,499 Less valuation allowance (6,973 ) (7,961 ) Deferred tax assets after valuation allowance $ 97,977 $ 88,538 Liabilities: Intangible and fixed assets (144,861 ) (146,327 ) Others (4,089 ) (1,091 ) Total deferred tax liabilities $ (148,950 ) $ (147,418 ) Total net deferred tax liabilities $ (50,973 ) $ (58,880 ) |
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, 2018 2017 2016 (In thousands) Balance, beginning of year $ 424 $ 754 $ 1,085 Gross increases: Current year tax positions 273 402 — Prior years' tax positions — — 380 Gross decreases: Prior years' tax positions — (777 ) (546 ) Statute of limitations lapses (21 ) (17 ) (131 ) Other — 62 (34 ) Balance, end of year $ 676 $ 424 $ 754 |
NET INCOME (LOSS) PER SHARE (Ta
NET INCOME (LOSS) PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 2016 (In thousands, except per share amounts) Basic net income per share: Net income $ 60,801 $ 64,743 $ 74,564 Weighted average common shares outstanding 82,857 76,897 74,386 Basic net income per common share $ 0.73 $ 0.84 $ 1.00 Diluted net income per share: Net income $ 60,801 $ 64,743 $ 74,564 Weighted average common shares outstanding — Basic 82,857 76,897 74,386 Effect of dilutive securities: 2016 Convertible notes — — 2,296 Warrants — 971 1,166 Stock options and restricted stock 1,142 1,253 1,346 Weighted average common shares for diluted earnings per share 83,999 79,121 79,194 Diluted net income per common share $ 0.72 $ 0.82 $ 0.94 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (loss) by component between December 31, 2018 and 2017 are presented in the table below, net of tax: Gains and Losses on Derivatives Defined Benefit Pension Items Foreign Currency Items Total (In thousands) Balance at December 31, 2017 $ (2,979 ) $ (93 ) $ (20,735 ) $ (23,807 ) Other comprehensive (loss) income, net 8,937 (643 ) (19,159 ) (10,865 ) Less: Amounts reclassified from accumulated other comprehensive income, net 10,239 — — 10,239 Less: Reclassification of stranded tax effect 532 — — 532 Net current-period other comprehensive income (loss) (1,834 ) (643 ) (19,159 ) (21,636 ) Balance at December 31, 2018 $ (4,813 ) $ (736 ) $ (39,894 ) $ (45,443 ) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contingent Consideration | A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the year ended December 31, 2018 and 2017 is as follows (in thousands): Contingent Consideration Liabilities Related to Acquisition of Derma Sciences (See Note 4) Contingent Consideration Liability Related to Acquisition of Confluent Surgical, Inc. Location in Financial Statements Short-term Long-term Short-term Long-term Balance as of January 1, 2017 — — — 22,036 Additions from acquisition of Derma Sciences 33,707 3,467 — — Transfers from long-term to current portion 2,193 (2,193 ) 22,184 (22,184 ) Payments (31,346 ) — — — (Gain)/Loss from change in fair value of contingent consideration liabilities (4,239 ) 113 294 148 Selling, general and administrative Balance as of December 31, 2017 $ 315 $ 1,387 $ 22,478 $ — Transfers from long-term to current portion 1,387 (1,387 ) $ — $ — Payments (2,000 ) — $ (24,000 ) $ — Loss from change in fair value of contingent consideration liabilities 298 230 $ 1,522 $ — Selling, general and administrative Balance as of December 31, 2018 $ — $ 230 $ — $ — A reconciliation of the opening balances to the closing balances of these Level 3 measurements is as follows (in thousands): Supply Agreement Liability Above Market Supply Agreement Liability Location in Statement of Operations Short-term Long-term Short-term Long-term Balance as of January 1, 2017 166 — — 2,648 Payments (166 ) — (113 ) (415 ) Transfer — — 3,273 (3,273 ) (Gain)/loss from change in fair value — — (519 ) 1,040 Selling, general and administrative Balance as of December 31, 2017 $ — $ — $ 2,641 $ — Payments $ — $ — $ (1,817 ) $ — (Gain)/loss from change in fair value $ — $ — $ (470 ) $ — Selling, general and administrative Transfer to accounts payable $ — $ — $ (159 ) $ — Balance as of December 31, 2018 $ — $ — $ 195 $ — |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Net sales and profit by reportable segment for the years ended December 31, 2018 , 2017 and 2016 are as follows: Years Ended December 31, 2018 2017 2016 (In thousands) Segment Net Sales Codman Specialty Surgical $ 963,929 $ 720,301 $ 632,524 Orthopedics and Tissue Technologies 508,512 467,935 359,551 Total revenues $ 1,472,441 $ 1,188,236 $ 992,075 Segment Profit Codman Specialty Surgical $ 363,336 $ 292,971 $ 256,629 Orthopedics and Tissue Technologies 149,510 129,697 103,852 Segment profit 512,846 422,668 360,481 Amortization (21,160) (20,370) (13,862) Corporate and other (380,688 ) (357,494 ) (231,279 ) Operating income $ 110,998 $ 44,804 $ 115,340 The Company does not allocate any assets to the reportable segments. 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. Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below: United States* Europe Asia Pacific Rest of the World Consolidated (In thousands) Total revenue, net: 2018 $ 1,045,887 $ 201,354 $ 144,253 $ 80,947 $ 1,472,441 2017 894,260 150,147 80,636 63,193 1,188,236 2016 765,608 120,588 59,985 45,894 992,075 Total long-lived assets: 2018 $ 280,382 $ 32,679 $ 3,765 $ 3,203 $ 320,029 2017 247,154 30,942 4,189 3,044 285,329 * Includes long-lived assets in Puerto Rico. |
SELECTED QUARTERLY INFORMATIO_2
SELECTED QUARTERLY INFORMATION - UNAUDITED (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Selected Quarterly Financial Information [Abstract] | |
Selected Quarterly Information | (In thousands, except per share data) Quarter Total revenue, net Gross margin Net income Per Share - Basic (1) Per Share - Diluted (1) 2018 First 357,082 212,860 10,992 $ 0.14 $ 0.14 Second 366,190 228,625 11,376 0.14 0.14 Third 365,854 222,609 13,295 0.16 0.15 Fourth 383,315 236,851 25,138 0.29 0.29 1,472,441 900,945 60,801 2017 First $ 258,636 $ 172,051 $ 6,394 $ 0.09 $ 0.08 Second 282,164 183,166 10,835 0.14 0.14 Third 278,834 177,077 3,159 0.04 0.04 Fourth (2) 368,602 220,431 44,355 0.57 0.56 $ 1,188,236 $ 752,725 $ 64,743 (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 the fourth quarter of 2017 includes benefit from income taxes of $43.4 million related to the re-measurement of our deferred taxes resulting from a reduction of the federal statutory rate from 35% to 21% from the 2017 Tax Act (see Note 12, Income Taxes ). |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | Jan. 01, 2018USD ($) | Dec. 21, 2016shares | Dec. 15, 2016shares | Oct. 25, 2016$ / sharesshares | Dec. 31, 2016USD ($)shares | Dec. 31, 2018USD ($)CustomerSegment$ / sharesshares | Dec. 31, 2017USD ($)Customer$ / sharesshares | Dec. 31, 2016USD ($)Customershares | Oct. 24, 2016shares |
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Provision for doubtful accounts | $ 600,000 | $ 2,000,000 | $ 400,000 | ||||||
Inventory, capitalized expenses | 0 | 0 | |||||||
Depreciation expense | 44,100,000 | 36,100,000 | 31,200,000 | ||||||
Interest expense capitalized to property, plant, and equipment | $ 2,300,000 | 1,100,000 | |||||||
Number of reportable segments | Segment | 2 | ||||||||
Number of underlying reporting units | Segment | 3 | ||||||||
Charitable contributions | $ 800,000 | 500,000 | 0 | ||||||
Foreign currency transaction (loss) gain | $ 1,700,000 | $ (2,900,000) | 300,000 | ||||||
Common stock, shares authorized (in shares) | shares | 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 | ||||||
Stock split ratio, Common stock | 2 | 2 | |||||||
Stock split, number of additional shares of common stock for each share held (in shares) | shares | 1 | ||||||||
Fractional shares issued (in shares) | shares | 0 | ||||||||
Pension contributions | $ 1,700,000 | $ 500,000 | 0 | ||||||
Reclassification of stranded tax effect | (532,000) | ||||||||
Interest paid | 58,300,000 | 32,300,000 | 57,200,000 | ||||||
Interest paid, capitalized into construction in progress | 2,300,000 | 1,100,000 | 1,000,000 | ||||||
Payment of accreted interest | 0 | 0 | (42,786,000) | ||||||
Stock issued during period, shares, conversion of convertible securities (in shares) | shares | 2,900,000 | ||||||||
Settlement of convertible notes | 0 | ||||||||
Treasury stock, cost | $ 123,100,000 | 120,600,000 | 121,600,000 | 123,100,000 | |||||
Income taxes paid | 10,400,000 | 14,600,000 | 4,300,000 | ||||||
Property and equipment purchases included in liabilities | $ 5,400,000 | $ 7,800,000 | $ 4,700,000 | ||||||
Convertible Debt | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Stock issued, exercise of warrants (in shares) | shares | 2,800,000 | ||||||||
Warrants exercised (in shares) | shares | 8,700,000 | ||||||||
Accounting Standards Update 2016-02 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Estimated impact of the new standard, increase in total assets, percentage | 2.00% | ||||||||
Estimated impact of the new standard, increase in total liabilities, percentage | 4.00% | ||||||||
Cumulative total payments over lease term | $ 67,000,000 | ||||||||
New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2018-02 | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Reclassification of stranded tax effect | $ 500,000 | ||||||||
Sales Revenue, Net | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Concentration risk, number of customers over benchmark | Customer | 0 | 0 | 0 | ||||||
Concentration risk, percentage | 10.00% | 10.00% | 10.00% | ||||||
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 | |||||||
Stock issued, exercise of warrants (in shares) | shares | 2,840,000 | ||||||||
Minimum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Manufacturing period for products shipped with no alternative use and right of payment for performance | 1 month | ||||||||
Maximum | |||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||
Manufacturing period for products shipped with no alternative use and right of payment for performance | 3 months |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule Of Inventories, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||
Finished goods | $ 179,885 | $ 190,100 |
Work in process | 47,715 | 58,637 |
Raw materials | 52,747 | 47,595 |
Total inventories, net | $ 280,347 | $ 296,332 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule Of Property, Plant And Equipment Balances And Corresponding Lives) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 555,292 | $ 489,185 |
Less: Accumulated depreciation | (255,180) | (219,934) |
Property, plant and equipment, net | 300,112 | 269,251 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,837 | 1,881 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 20,472 | 20,243 |
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 | $ 105,063 | 90,329 |
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 | $ 143,921 | 137,914 |
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 | $ 31,231 | 30,511 |
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 | $ 129,962 | 127,946 |
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 | $ 17,731 | 17,394 |
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 | $ 105,075 | $ 62,967 |
REVENUES FROM CONTRACTS WITH _3
REVENUES FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Number of days from shipment to issue a credit | 90 days | ||
Short-term portion of contract liability | $ 3,764 | $ 11,051 | |
Long-term portion of contract liability | $ 8,900 | ||
Product warranty period (up to) | 2 years | ||
Increase to opening retained earnings | $ 348,373 | 285,186 | |
Increase to total assets | 3,107,887 | 3,211,257 | |
Increase to total liabilities | $ 1,732,091 | $ 2,248,951 | |
Accounting Standards Update 2014-09 | Adjustment Resulting from Adoption of Topic 606 | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Increase to total assets | $ 7,100 | ||
Increase to total liabilities | 5,200 | ||
Accounting Standards Update 2014-09 | Adjustment Resulting from Adoption of Topic 606 | Transferred over Time | Private Label | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Increase to opening retained earnings | $ 1,900 | ||
Minimum | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Manufacturing period for products shipped with no alternative use and right of payment for performance | 1 month | ||
Maximum | |||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |||
Manufacturing period for products shipped with no alternative use and right of payment for performance | 3 months |
REVENUES FROM CONTRACTS WITH _4
REVENUES FROM CONTRACTS WITH CUSTOMERS - Narrative, Revenue Remaining Performance Obligation (Details) $ in Millions | Dec. 31, 2018USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 3.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 2.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 1.9 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 1.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 0.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Performance obligations expected to be satisfied | $ 2.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied, expected timing |
REVENUES FROM CONTRACTS WITH _5
REVENUES FROM CONTRACTS WITH CUSTOMERS - Schedule of Changes in Contract Assets and Liabilities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Contract Asset | |
Contract asset, Beginning of period | $ 3,552 |
Transferred to trade receivable of contract asset included in beginning of the year contract asset | (3,552) |
Contract asset, net of transferred to trade receivables on contracts during the period | 4,193 |
Contract asset, End of Period | 4,193 |
Contract Liability | |
Contract liability, Beginning of Period | 11,059 |
Recognition of revenue included in beginning of year contract liability | (3,081) |
Contract liability, net of revenue recognized on contracts during the period | 4,780 |
Foreign currency translation | (42) |
Contract liability, End of Period | $ 12,716 |
REVENUES FROM CONTRACTS WITH _6
REVENUES FROM CONTRACTS WITH CUSTOMERS - Schedule of Revenues Disaggregated by Major Source (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | $ 383,315 | $ 365,854 | $ 366,190 | $ 357,082 | $ 368,602 | $ 278,834 | $ 282,164 | $ 258,636 | $ 1,472,441 | $ 1,188,236 | $ 992,075 |
Codman Specialty Surgical | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 963,929 | 720,301 | 632,524 | ||||||||
Codman Specialty Surgical | Neurosurgery | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 684,148 | 446,994 | 367,985 | ||||||||
Codman Specialty Surgical | Precision Tools and Instruments | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 279,781 | 273,307 | 264,539 | ||||||||
Orthopedics and Tissue Technologies | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 508,512 | 467,935 | 359,551 | ||||||||
Orthopedics and Tissue Technologies | Wound Reconstruction | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 305,465 | 269,068 | 178,524 | ||||||||
Orthopedics and Tissue Technologies | Extremity Orthopedics | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | 96,688 | 98,876 | 97,067 | ||||||||
Orthopedics and Tissue Technologies | Private Label | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenue, net | $ 106,359 | $ 99,991 | $ 83,960 |
REVENUES FROM CONTRACTS WITH _7
REVENUES FROM CONTRACTS WITH CUSTOMERS - Impact of Adoption on Statement of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Operations | |||||||||||
Total revenue, net | $ 383,315 | $ 365,854 | $ 366,190 | $ 357,082 | $ 368,602 | $ 278,834 | $ 282,164 | $ 258,636 | $ 1,472,441 | $ 1,188,236 | $ 992,075 |
Cost of goods sold | 571,496 | 435,511 | 349,089 | ||||||||
Income tax benefit | (3,398) | (53,358) | 15,842 | ||||||||
Net income | $ 25,138 | $ 13,295 | $ 11,376 | $ 10,992 | $ 44,355 | $ 3,159 | $ 10,835 | $ 6,394 | 60,801 | $ 64,743 | $ 74,564 |
Excluding Impact of Topic 606 | |||||||||||
Statement of Operations | |||||||||||
Total revenue, net | 1,468,075 | ||||||||||
Cost of goods sold | 570,028 | ||||||||||
Income tax benefit | (4,119) | ||||||||||
Net income | $ 58,624 |
ACQUISITIONS, DIVESTITURE AND_3
ACQUISITIONS, DIVESTITURE AND PRO FORMA RESULTS (Narrative) (Details) $ in Thousands | May 25, 2017USD ($) | Feb. 24, 2017USD ($) | Feb. 23, 2017USD ($) | Feb. 14, 2017USD ($) | Aug. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Jun. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 06, 2017USD ($) |
Business Acquisition [Line Items] | |||||||||||||||||||
Payment for contingent consideration | $ 38,196 | $ 4,661 | $ 0 | ||||||||||||||||
Cost of good sold related to fair value inventory purchase accounting adjustments | 571,496 | 435,511 | 349,089 | ||||||||||||||||
Realized loss, included in other income, net | $ 2,300 | ||||||||||||||||||
Deferred tax assets, other | $ 8,835 | $ 3,077 | 8,835 | 3,077 | |||||||||||||||
Change in fair value of contingent consideration and others | 1,214 | (4,710) | (13) | ||||||||||||||||
Net income | 25,138 | $ 13,295 | $ 11,376 | $ 10,992 | 44,355 | $ 3,159 | 10,835 | $ 6,394 | $ 60,801 | 64,743 | $ 74,564 | ||||||||
BioD Morselized Amniotic Membrane Based Products | Product Concentration Risk | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Revenue from product, percentage (less than) | 1.00% | ||||||||||||||||||
Codman Specialty Surgical | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Aggregate purchase price received | $ 46,400 | ||||||||||||||||||
Assets provided upon termination of transitional supply agreement liability | 1,300 | 1,300 | |||||||||||||||||
Codman Specialty Surgical | Disposal Group, Held-for-sale, Not Discontinued Operations | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Gain on sale of business, included in other income, net | 2,600 | ||||||||||||||||||
Interest Expense, Intangible Asset Amortization, and External Expenses Related to Acquisition | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Net income | 24,900 | ||||||||||||||||||
Interest Expense, Intangible Asset Amortization, and External Expenses Related to Acquisition | Derma Sciences | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Net income | $ 2,900 | ||||||||||||||||||
Codman | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Consideration transferred | $ 1,014,000 | ||||||||||||||||||
Amounts accrued for ancillary and service agreement | 22,800 | 25,400 | $ 22,800 | 25,400 | |||||||||||||||
Revenue since acquisition date | 312,500 | 76,900 | |||||||||||||||||
Cash received from working capital adjustment related to business acquisition | 26,700 | ||||||||||||||||||
Purchase price adjustment | (800) | $ 3,200 | 3,964 | ||||||||||||||||
Purchase price, working capital adjustments | 6,200 | ||||||||||||||||||
Purchase price, inventory adjustments | $ 3,000 | ||||||||||||||||||
Purchase price, property, plant and equipment adjustment | 5,500 | ||||||||||||||||||
Payment for contingent consideration | $ 15,900 | ||||||||||||||||||
Write off of construction in progress | 6,300 | ||||||||||||||||||
Codman | Fair Value Adjustment to Inventory | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Cost of good sold related to fair value inventory purchase accounting adjustments | 17,300 | ||||||||||||||||||
Codman | Completed technology | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Purchase price, intangible asset adjustment | $ 4,700 | ||||||||||||||||||
Derma Sciences | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Consideration transferred | $ 210,800 | ||||||||||||||||||
Payment of closing expenses | 4,800 | ||||||||||||||||||
Payment of stock plan settlement | 4,300 | ||||||||||||||||||
Payments to acquire business | 201,700 | ||||||||||||||||||
Deferred taxes | $ 14,524 | 14,500 | 14,500 | ||||||||||||||||
Deferred tax assets, operating loss carryforwards | 39,700 | 39,700 | |||||||||||||||||
Deferred tax assets, goodwill and intangible assets | 16,400 | 16,400 | |||||||||||||||||
Deferred tax liabilities, intangible assets | 41,100 | 41,100 | |||||||||||||||||
Deferred tax assets, other | 500 | 500 | |||||||||||||||||
Adjustment, deferred tax assets | 3,300 | 1,500 | 3,300 | ||||||||||||||||
Derma Sciences | BioD Earnout Payments | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payment for contingent consideration | $ 4,800 | ||||||||||||||||||
Revenue volatility | 13.50% | ||||||||||||||||||
Contingent consideration arrangements, maximum payout | $ 26,500 | ||||||||||||||||||
Contingent consideration, liability | 9,100 | 300 | 300 | ||||||||||||||||
Derma Sciences | Product Payment Contingent Consideration | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Contingent consideration arrangements, maximum payout | 29,700 | ||||||||||||||||||
Contingent consideration, liability | $ 26,800 | ||||||||||||||||||
Product payment probability rate | 98.00% | ||||||||||||||||||
Change in fair value of contingent consideration and others | $ 900 | ||||||||||||||||||
Payment for contingent consideration liability | $ 26,600 | ||||||||||||||||||
Derma Sciences | Medihoney Earnout Payments | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Payment for contingent consideration | $ 2,000 | ||||||||||||||||||
Revenue volatility | 27.50% | ||||||||||||||||||
Contingent consideration arrangements, maximum payout | $ 5,000 | ||||||||||||||||||
Contingent consideration, liability | $ 1,400 | $ 200 | $ 1,400 | $ 200 | $ 1,400 | ||||||||||||||
Derma Sciences | Measurement Input, Discount Rate | BioD Earnout Payments | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Discount rate | 0.030 | ||||||||||||||||||
Derma Sciences | Measurement Input, Discount Rate | Product Payment Contingent Consideration | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Discount rate | 0.025 | ||||||||||||||||||
Derma Sciences | Measurement Input, Discount Rate | Medihoney Earnout Payments | |||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||
Discount rate | 0.045 |
ACQUISITIONS, DIVESTITURE AND_4
ACQUISITIONS, DIVESTITURE AND PRO FORMA RESULTS (Schedule of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Feb. 24, 2017 | Feb. 14, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible assets: | |||||
Goodwill | $ 926,475 | $ 937,905 | $ 510,571 | ||
Codman | |||||
Business Acquisition [Line Items] | |||||
Inventory | $ 74,962 | ||||
Assets held for sale | 30,813 | ||||
Other current assets | 8,202 | ||||
Property, plant and equipment | 41,339 | ||||
Intangible assets: | |||||
Goodwill | 342,322 | ||||
Total assets acquired | 1,035,738 | ||||
Accrued expenses | 1,730 | ||||
Pension liabilities | 19,917 | ||||
Net assets acquired | 1,014,091 | ||||
Codman | Completed technology | |||||
Intangible assets: | |||||
Intangible assets | $ 375,200 | ||||
Wtd. Avg. Life | 22 years | ||||
Codman | Trade name | |||||
Intangible assets: | |||||
Codman corporate trade name | $ 162,900 | ||||
Derma Sciences | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 16,512 | ||||
Short-term investments | 19,238 | ||||
Accounts receivable | 8,949 | ||||
Inventory | 17,977 | ||||
Prepaid expenses and other current assets | 4,369 | ||||
Property, plant and equipment | 4,311 | ||||
Intangible assets: | |||||
Goodwill | 73,765 | ||||
Deferred tax assets | 14,524 | $ 14,500 | |||
Other assets | 101 | ||||
Total assets acquired | 263,426 | ||||
Accounts payable | 4,560 | ||||
Accrued expenses and other current liabilities | 7,409 | ||||
Contingent liability | 37,174 | ||||
Other liabilities | 3,805 | ||||
Net assets acquired | 210,478 | ||||
Derma Sciences | Completed technology | |||||
Intangible assets: | |||||
Intangible assets | $ 11,600 | ||||
Wtd. Avg. Life | 14 years | ||||
Derma Sciences | Customer relationship | |||||
Intangible assets: | |||||
Intangible assets | $ 78,300 | ||||
Wtd. Avg. Life | 14 years | ||||
Derma Sciences | Trademarks/brand names | |||||
Intangible assets: | |||||
Intangible assets | $ 13,500 | ||||
Wtd. Avg. Life | 15 years | ||||
Derma Sciences | Non-compete agreement | |||||
Intangible assets: | |||||
Intangible assets | $ 280 | ||||
Wtd. Avg. Life | 1 year |
ACQUISITIONS, DIVESTITURE AND_5
ACQUISITIONS, DIVESTITURE AND PRO FORMA RESULTS (Schedule of Assets and Liabilities Divested) (Details) - Disposal Group, Held-for-sale, Not Discontinued Operations - Codman Specialty Surgical $ in Thousands | Oct. 06, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Inventories | $ 8,348 |
Prepaid expenses and other current assets | 36 |
Assets held for sale | 30,813 |
Property, plant and equipment, net | 1,122 |
Goodwill | 2,861 |
Total assets of discontinued operations | 43,180 |
Deferred revenue | 1,082 |
Accrued compensation | 209 |
Current liabilities of discontinued operations | $ 1,291 |
ACQUISITIONS, DIVESTITURE AND_6
ACQUISITIONS, DIVESTITURE AND PRO FORMA RESULTS (Pro Forma Financial Information Summarization Results of Operations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Total revenue from continuing operations | $ 1,428,491 | $ 1,446,903 |
Net income from continuing operations | $ 81,730 | $ 27,520 |
Basic earnings per share from continuing operations (in dollars per share) | $ 1.06 | $ 0.37 |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2018 | May 03, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 2,200,000,000 | |||
Securitization program outstanding borrowings, maximum limit | $ 150,000,000 | $ 150,000,000 | ||
Securitization program, term | 3 years | |||
Outstanding borrowings from accounts receivable securitization revolving loan facility | $ 121,200,000 | $ 121,200,000 | $ 0 | |
Weighted average interest rate, accounts receivable securitization revolving loan facility | 3.40% | 3.40% | ||
Level 2 | ||||
Debt Instrument [Line Items] | ||||
Securitization facility, outstanding borrowings, fair value | $ 116,400,000 | $ 116,400,000 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 1,300,000,000 | |||
Line of credit facility outstanding | $ 345,000,000 | $ 345,000,000 | $ 655,000,000 | |
Weighted average interest rate on debt | 4.00% | 4.00% | 3.70% | |
Revolving Credit Facility | Level 2 | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings, fair value | $ 322,200,000 | $ 322,200,000 | ||
Standby Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 60,000,000 | |||
Swingline Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 60,000,000 | |||
Term Loan Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 900,000,000 | |||
Line of credit facility outstanding | $ 900,000,000 | $ 900,000,000 | ||
Weighted average interest rate on debt | 3.90% | 3.90% | 3.60% | |
Term Loan Facility | Secured Debt | Level 2 | ||||
Debt Instrument [Line Items] | ||||
Outstanding borrowings, fair value | $ 852,100,000 | $ 852,100,000 | ||
Senior Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Capitalized incremental financing costs | 4,200,000 | $ 4,200,000 | $ 19,100,000 | |
Senior Credit Facility | Minimum | ||||
Debt Instrument [Line Items] | ||||
Line of credit, commitment fee percentage | 0.15% | |||
Senior Credit Facility | Maximum | ||||
Debt Instrument [Line Items] | ||||
Line of credit, commitment fee percentage | 0.35% | |||
Senior Credit Facility | Eurodollar | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 1.00% | |||
Senior Credit Facility | Eurodollar | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 1.75% | |||
Senior Credit Facility | Federal Funds | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 0.50% | |||
Senior Credit Facility | Federal Funds | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 0.00% | |||
Senior Credit Facility | Federal Funds | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 0.75% | |||
Senior Credit Facility | Prime Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 0.00% | |||
Senior Credit Facility | Prime Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 0.75% | |||
Senior Credit Facility | One Month Eurodollar Rate | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 1.00% | |||
Senior Credit Facility | One Month Eurodollar Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 0.00% | |||
Senior Credit Facility | One Month Eurodollar Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Interest rates available to the company at its option | 0.75% | |||
Senior Credit Facility | Standby Letters of Credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility outstanding | 0 | $ 0 | ||
Letters of credit outstanding | $ 600,000 | $ 600,000 | 600,000 | |
Term Loan A-1 | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility outstanding | $ 1,200,000,000 | |||
Weighted average interest rate on debt | 3.90% | |||
Term Loan A Facility | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility outstanding | $ 500,000,000 |
DEBT (Maximum Total Leverage Ra
DEBT (Maximum Total Leverage Ratio Table) (Details) - Senior Credit Facility | Dec. 31, 2018 |
Execution of May 2018 Amendment through March 31, 2019 | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 5.50 |
June 30, 2019 through March 31, 2020 | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 5 |
June 30, 2020 through March 31, 2021 | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 4.50 |
June 30, 2021 and thereafter | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 4 |
DEBT (Schedule of Debt Maturity
DEBT (Schedule of Debt Maturity) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 22,500 |
2,020 | 45,000 |
2,021 | 56,250 |
2,022 | 67,500 |
2,023 | 708,750 |
Principal Repayment | $ 900,000 |
DERIVATIVE INSTRUMENTS (Schedul
DERIVATIVE INSTRUMENTS (Schedule of Interest Rate Swap Derivatives) (Details) - Designated as Hedging Instrument - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 1,500,000,000 | $ 1,100,000,000 |
Cash Flow Hedging | ||
Derivative [Line Items] | ||
Estimated Fair Value | 619,000,000 | 592,000,000 |
Cash Flow Hedging | Interest Rate Swap | ||
Derivative [Line Items] | ||
Current Notional Amount | 1,475,000,000 | 1,050,000,000 |
Cash Flow Hedging | 3-Month USD LIBOR | Interest Rate Swap Designated June 22, 2016 Tranche 1 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 50,000,000 | $ 50,000,000 |
Fixed Interest Rate | 1.062% | 1.062% |
Estimated Fair Value | $ 410,000,000 | $ 675,000,000 |
Cash Flow Hedging | 3-Month USD LIBOR | Interest Rate Swap Designated June 22, 2016 Tranche 2 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 50,000,000 | $ 50,000,000 |
Fixed Interest Rate | 1.062% | 1.062% |
Estimated Fair Value | $ 415,000,000 | $ 672,000,000 |
Cash Flow Hedging | 3-Month USD LIBOR | Interest Rate Swap Designated February 6, 2017 Tranche 1 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 50,000,000 | $ 50,000,000 |
Fixed Interest Rate | 1.834% | 1.834% |
Estimated Fair Value | $ 619,000,000 | $ 318,000,000 |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated July 12, 2016 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 50,000,000 | $ 50,000,000 |
Fixed Interest Rate | 0.825% | 0.825% |
Estimated Fair Value | $ 418,000,000 | $ 779,000,000 |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated February 6, 2017 Tranche 2 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 100,000,000 | $ 100,000,000 |
Fixed Interest Rate | 1.652% | 1.652% |
Estimated Fair Value | $ 1,287,000,000 | $ 858,000,000 |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated March 27, 2017 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 100,000,000 | $ 100,000,000 |
Fixed Interest Rate | 1.971% | 1.971% |
Estimated Fair Value | $ 1,246,000,000 | $ 337,000,000 |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated December 13, 2017 Tranche 1 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 150,000,000 | $ 150,000,000 |
Fixed Interest Rate | 2.201% | 2.201% |
Estimated Fair Value | $ 1,491,000,000 | $ (455,000,000) |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated December 13, 2017 Tranche 2 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 150,000,000 | $ 150,000,000 |
Fixed Interest Rate | 2.201% | 2.201% |
Estimated Fair Value | $ 1,460,000,000 | $ (434,000,000) |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated December 13, 2017 Tranche 3 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 100,000,000 | $ 100,000,000 |
Fixed Interest Rate | 2.423% | 2.423% |
Estimated Fair Value | $ 418,000,000 | $ (684,000,000) |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated December 13, 2017 Tranche 4 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 50,000,000 | $ 50,000,000 |
Fixed Interest Rate | 2.423% | 2.423% |
Estimated Fair Value | $ 162,000,000 | $ (255,000,000) |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated December 13, 2017 Tranche 5 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 200,000,000 | $ 200,000,000 |
Fixed Interest Rate | 2.313% | 2.313% |
Estimated Fair Value | $ 2,076,000,000 | $ (1,219,000,000) |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated October 10, 2018 Tranche 1 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 75,000,000 | |
Fixed Interest Rate | 3.22% | |
Estimated Fair Value | $ (2,594,000,000) | |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated October 10, 2018 Tranche 2 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 75,000,000 | |
Fixed Interest Rate | 3.199% | |
Estimated Fair Value | $ (2,551,000,000) | |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated October 10, 2018 Tranche 3 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 75,000,000 | |
Fixed Interest Rate | 3.209% | |
Estimated Fair Value | $ (2,568,000,000) | |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated December 18, 2018 Tranche 1 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 100,000,000 | |
Fixed Interest Rate | 2.885% | |
Estimated Fair Value | $ (797,000,000) | |
Cash Flow Hedging | 1-Month USD LIBOR | Interest Rate Swap Designated December 18, 2018 Tranche 2 | ||
Derivative [Line Items] | ||
Current Notional Amount | $ 100,000,000 | |
Fixed Interest Rate | 2.867% | |
Estimated Fair Value | $ (873,000,000) |
DERIVATIVE INSTRUMENTS (Narrati
DERIVATIVE INSTRUMENTS (Narrative) (Details) | 12 Months Ended | |||||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 28, 2017USD ($) | Oct. 02, 2017USD ($) | Oct. 02, 2017CHF (SFr) | |
Derivative [Line Items] | ||||||
Gain recorded in other income, net related to change in fair value, foreign currency translation | $ 13,400,000 | $ 2,958,000 | $ 0 | |||
Unrealized derivative (loss) gain arising during period | 11,709,000 | (3,425,000) | $ 1,871,000 | |||
Foreign Currency Forward Contract | Not Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 8,900,000 | |||||
Gain (loss) from change in fair value of the contract | (200,000) | 100,000 | ||||
Cross Currency Interest Rate Swap | Codman | ||||||
Derivative [Line Items] | ||||||
Gain recorded in other income, net related to change in fair value, foreign currency translation | 2,200,000 | 1,100,000 | ||||
Unrealized derivative (loss) gain arising during period | 9,100,000 | (2,100,000) | ||||
Gain reclassified into income | 7,900,000 | $ 1,900,000 | ||||
Amount estimated to be reclassified to earnings during next twelve months | 7,600,000 | |||||
Cross Currency Interest Rate Swap | Short | Codman | ||||||
Derivative [Line Items] | ||||||
Notional amount | $ 300,000,000 | |||||
Cross Currency Interest Rate Swap | Long | Codman | ||||||
Derivative [Line Items] | ||||||
Notional amount | SFr | SFr 291,200,000 | |||||
Cross Currency Interest Rate Swap | Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Gain recorded in AOCI, change in fair value | 1,700,000 | |||||
Cross Currency Interest Rate Swap | Designated as Hedging Instrument | Net Investment Hedging | ||||||
Derivative [Line Items] | ||||||
Gain reclassified into income | 2,400,000 | |||||
Amount estimated to be reclassified to earnings during next twelve months | $ 8,900,000 |
DERIVATIVE INSTRUMENTS (Sched_2
DERIVATIVE INSTRUMENTS (Schedule of Cross Currency Swap Derivatives) (Details) | Dec. 31, 2018USD ($) | Dec. 31, 2018CHF (SFr) | Dec. 31, 2017USD ($) | Oct. 02, 2017USD ($) | Oct. 02, 2017CHF (SFr) |
Codman | Cross Currency Interest Rate Swap | Long | |||||
Derivative [Line Items] | |||||
Aggregate Notional Amount | SFr | SFr 291,200,000 | ||||
Codman | Cross Currency Interest Rate Swap | Short | |||||
Derivative [Line Items] | |||||
Aggregate Notional Amount | $ 300,000,000 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Fair Value Asset (Liability) | $ 619,000,000 | $ 592,000,000 | |||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap One | |||||
Derivative [Line Items] | |||||
Fair Value Asset (Liability) | $ (215,000) | (742,000) | |||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap One | Long | |||||
Derivative [Line Items] | |||||
Fixed Rate | 1.75% | 1.75% | |||
Aggregate Notional Amount | SFr | SFr 97,065,000 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap One | Short | |||||
Derivative [Line Items] | |||||
Fixed Rate | 4.38% | 4.38% | |||
Aggregate Notional Amount | $ 100,000,000 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap Two | |||||
Derivative [Line Items] | |||||
Fair Value Asset (Liability) | $ (422,000) | (610,000) | |||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap Two | Long | |||||
Derivative [Line Items] | |||||
Fixed Rate | 1.85% | 1.85% | |||
Aggregate Notional Amount | SFr | SFr 48,533,000 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap Two | Short | |||||
Derivative [Line Items] | |||||
Fixed Rate | 4.46% | 4.46% | |||
Aggregate Notional Amount | $ 50,000,000 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap Three | |||||
Derivative [Line Items] | |||||
Fair Value Asset (Liability) | $ (2,193,000) | (2,605,000) | |||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap Three | Long | |||||
Derivative [Line Items] | |||||
Fixed Rate | 1.95% | 1.95% | |||
Aggregate Notional Amount | SFr | SFr 145,598,000 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap Three | Short | |||||
Derivative [Line Items] | |||||
Fixed Rate | 4.52% | 4.52% | |||
Aggregate Notional Amount | $ 150,000,000 | ||||
Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Swap | |||||
Derivative [Line Items] | |||||
Fair Value Asset (Liability) | $ (2,830,000) | $ (3,957,000) |
DERIVATIVE INSTRUMENTS (Sched_3
DERIVATIVE INSTRUMENTS (Schedule of Net Investment Hedges Derivatives) (Details) - Net Investment Hedging - Designated as Hedging Instrument € in Thousands, £ in Thousands, SFr in Thousands, $ in Thousands | Dec. 31, 2018USD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018GBP (£) | Dec. 31, 2018CHF (SFr) |
Cross Currency Interest Rate Swap One | ||||
Derivative [Line Items] | ||||
Fair Value Asset (Liability) | $ 1,359 | |||
Cross Currency Interest Rate Swap One | Long | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 0.00% | 0.00% | 0.00% | 0.00% |
Aggregate Notional Amount | € | € 70,738 | |||
Cross Currency Interest Rate Swap One | Short | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 3.01% | 3.01% | 3.01% | 3.01% |
Aggregate Notional Amount | $ 82,000 | |||
Cross Currency Interest Rate Swap Two | ||||
Derivative [Line Items] | ||||
Fair Value Asset (Liability) | $ (421) | |||
Cross Currency Interest Rate Swap Two | Long | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 0.00% | 0.00% | 0.00% | 0.00% |
Aggregate Notional Amount | € | € 51,760 | |||
Cross Currency Interest Rate Swap Two | Short | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 2.57% | 2.57% | 2.57% | 2.57% |
Aggregate Notional Amount | $ 60,000 | |||
Cross Currency Interest Rate Swap Three | ||||
Derivative [Line Items] | ||||
Fair Value Asset (Liability) | $ (150) | |||
Cross Currency Interest Rate Swap Three | Long | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 0.00% | 0.00% | 0.00% | 0.00% |
Aggregate Notional Amount | € | € 38,820 | |||
Cross Currency Interest Rate Swap Three | Short | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 2.19% | 2.19% | 2.19% | 2.19% |
Aggregate Notional Amount | $ 45,000 | |||
Cross Currency Interest Rate Swap Four | ||||
Derivative [Line Items] | ||||
Fair Value Asset (Liability) | $ 2,360 | |||
Cross Currency Interest Rate Swap Four | Long | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 1.67% | 1.67% | 1.67% | 1.67% |
Aggregate Notional Amount | £ | £ 128,284 | |||
Cross Currency Interest Rate Swap Four | Short | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 2.71% | 2.71% | 2.71% | 2.71% |
Aggregate Notional Amount | $ 167,500 | |||
Cross Currency Interest Rate Swap Five | ||||
Derivative [Line Items] | ||||
Fair Value Asset (Liability) | $ (3,780) | |||
Cross Currency Interest Rate Swap Five | Long | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 0.00% | 0.00% | 0.00% | 0.00% |
Aggregate Notional Amount | SFr | SFr 165,172 | |||
Cross Currency Interest Rate Swap Five | Short | ||||
Derivative [Line Items] | ||||
Fixed Interest Rate | 1.67% | 1.67% | 1.67% | 1.67% |
Aggregate Notional Amount | £ | £ 128,284 | |||
Cross Currency Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Fair Value Asset (Liability) | $ (632) |
DERIVATIVE INSTRUMENTS (Fair Va
DERIVATIVE INSTRUMENTS (Fair Value of Derivative Instruments By Balance Sheet Location) (Details) - Designated as Hedging Instrument - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Derivatives, Fair Value [Line Items] | ||
Total Derivatives designated as hedges — Assets | $ 28,281,000 | $ 11,769,000 |
Total Derivative designated as hedges — Liabilities | 31,124,000 | 15,134,000 |
Interest rate swap | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount | 1,500,000,000 | 1,100,000,000 |
Interest rate swap | Cash Flow Hedges | ||
Derivatives, Fair Value [Line Items] | ||
Notional amount | 1,475,000,000 | 1,050,000,000 |
Interest rate swap | Cash Flow Hedges | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivatives designated as hedges — Assets | 4,654,000 | 1,521,000 |
Interest rate swap | Cash Flow Hedges | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivatives designated as hedges — Assets | 5,350,000 | 2,491,000 |
Interest rate swap | Cash Flow Hedges | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative designated as hedges — Liabilities | 0 | 1,845,000 |
Interest rate swap | Cash Flow Hedges | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative designated as hedges — Liabilities | 9,385,000 | 1,575,000 |
Cross-currency swap | Cash Flow Hedges | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivatives designated as hedges — Assets | 7,615,000 | 7,757,000 |
Cross-currency swap | Cash Flow Hedges | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative designated as hedges — Liabilities | 10,445,000 | 11,714,000 |
Cross-currency swap | Net Investment Hedges | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivatives designated as hedges — Assets | 8,888,000 | 0 |
Cross-currency swap | Net Investment Hedges | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivatives designated as hedges — Assets | 1,774,000 | 0 |
Cross-currency swap | Net Investment Hedges | Other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Total Derivative designated as hedges — Liabilities | $ 11,294,000 | $ 0 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance in AOCI Beginning of Year | $ (4,512) | $ 1,871 | |
Amount of Gain (Loss) Recognized in AOCI | 11,709 | (3,425) | $ 1,871 |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 13,400 | 2,958 | |
Balance in AOCI End of Year | (6,203) | (4,512) | 1,871 |
Interest rate swap | Interest income (expense) | Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance in AOCI Beginning of Year | 592 | 1,871 | |
Amount of Gain (Loss) Recognized in AOCI | 924 | (1,355) | |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 897 | (76) | |
Balance in AOCI End of Year | 619 | 592 | 1,871 |
Cross-currency swap | Interest income (expense) | Net Investment Hedges | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance in AOCI Beginning of Year | 0 | ||
Amount of Gain (Loss) Recognized in AOCI | 1,723 | ||
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 2,355 | ||
Balance in AOCI End of Year | (632) | 0 | |
Cross-currency swap | Other income (expense) | Cash Flow Hedges | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance in AOCI Beginning of Year | (5,104) | 0 | |
Amount of Gain (Loss) Recognized in AOCI | 9,062 | (2,070) | |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 10,148 | 3,034 | |
Balance in AOCI End of Year | $ (6,190) | $ (5,104) | $ 0 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($)reporting_unit | Sep. 30, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Goodwill [Line Items] | |||||
Number of reporting units | reporting_unit | 3 | ||||
Reporting unit, discount rate percentage | 9.00% | ||||
Goodwill, impairment | $ 0 | ||||
Impairment charge | $ 4,941,000 | $ 3,290,000 | $ 0 | ||
Amortization | 71,600,000 | 52,800,000 | 41,500,000 | ||
Expected annual amortization expense, 2019 | 66,200,000 | ||||
Expected annual amortization expense, 2020 | 65,900,000 | ||||
Expected annual amortization expense, 2021 | 64,800,000 | ||||
Expected annual amortization expense, 2022 | 61,300,000 | ||||
Expected annual amortization expense, 2023 | 60,400,000 | ||||
Expected annual amortization expense, thereafter | 596,600,000 | ||||
IPR&D | |||||
Goodwill [Line Items] | |||||
Impairment of intangible assets, indefinite life | 0 | 0 | |||
Technology | |||||
Goodwill [Line Items] | |||||
Amortization of product technology | 50,400,000 | $ 35,700,000 | $ 27,600,000 | ||
Codman | |||||
Goodwill [Line Items] | |||||
Intangible assets, indefinite life, discount rate percentage | 13.00% | ||||
Codman | Trade name | |||||
Goodwill [Line Items] | |||||
Impairment of intangible assets, indefinite life | $ 0 | ||||
Metasurg | Orthopedics and Tissue Technologies | |||||
Goodwill [Line Items] | |||||
Impairment charge | $ 4,900,000 | ||||
Impairment charge, out of period adjustment included in original impairment | $ 2,500,000 | ||||
Tarsus | Orthopedics and Tissue Technologies | |||||
Goodwill [Line Items] | |||||
Impairment charge | $ 3,300,000 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||||
Beginning of period | $ 937,905 | $ 937,905 | $ 510,571 | |
Divestment to Natus | (2,861) | |||
Foreign currency translation and other | (7,466) | 10,210 | ||
End of period | 926,475 | 937,905 | ||
Derma Sciences | ||||
Goodwill [Roll Forward] | ||||
Acquisition | 73,765 | |||
Codman | ||||
Goodwill [Roll Forward] | ||||
Acquisition | 346,220 | |||
Codman acquisition measurement period adjustments | $ 800 | (3,200) | (3,964) | |
Codman Specialty Surgical | ||||
Goodwill [Roll Forward] | ||||
Beginning of period | 634,767 | 634,767 | 284,358 | |
Divestment to Natus | (2,861) | |||
Foreign currency translation and other | (5,043) | 7,050 | ||
End of period | 625,760 | 634,767 | ||
Codman Specialty Surgical | Derma Sciences | ||||
Goodwill [Roll Forward] | ||||
Acquisition | 0 | |||
Codman Specialty Surgical | Codman | ||||
Goodwill [Roll Forward] | ||||
Acquisition | 346,220 | |||
Codman acquisition measurement period adjustments | (3,964) | |||
Orthopedics and Tissue Technologies | ||||
Goodwill [Roll Forward] | ||||
Beginning of period | $ 303,138 | 303,138 | 226,213 | |
Divestment to Natus | 0 | |||
Foreign currency translation and other | (2,423) | 3,160 | ||
End of period | 300,715 | 303,138 | ||
Orthopedics and Tissue Technologies | Derma Sciences | ||||
Goodwill [Roll Forward] | ||||
Acquisition | 73,765 | |||
Orthopedics and Tissue Technologies | Codman | ||||
Goodwill [Roll Forward] | ||||
Acquisition | $ 0 | |||
Codman acquisition measurement period adjustments | $ 0 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Components of Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,398,921 | $ 1,416,615 |
Accumulated Amortization | (319,425) | (256,988) |
Net | 1,079,496 | 1,159,627 |
Codman trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 162,054 | 162,900 |
Net | 162,054 | 162,900 |
IPR&D | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Other Indefinite-lived Intangible Assets | $ 1,000 | $ 1,000 |
Completed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 19 years | 19 years |
Cost | $ 855,679 | $ 869,174 |
Accumulated Amortization | (167,384) | (124,096) |
Net | $ 688,295 | $ 745,078 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 13 years | 13 years |
Cost | $ 231,448 | $ 233,430 |
Accumulated Amortization | (106,859) | (91,961) |
Net | $ 124,589 | $ 141,469 |
Trademarks/brand names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 28 years | 28 years |
Cost | $ 104,061 | $ 104,879 |
Accumulated Amortization | (24,764) | (22,293) |
Net | $ 79,297 | $ 82,586 |
Supplier relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 27 years | 27 years |
Cost | $ 34,721 | $ 34,721 |
Accumulated Amortization | (16,519) | (15,092) |
Net | $ 18,202 | $ 19,629 |
All other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 4 years | 4 years |
Cost | $ 10,958 | $ 11,511 |
Accumulated Amortization | (3,899) | (3,546) |
Net | $ 7,059 | $ 7,965 |
TREASURY STOCK (Narrative) (Det
TREASURY STOCK (Narrative) (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 11, 2018 | Dec. 10, 2018 | Dec. 31, 2016 | |
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | |||||
Treasury stock outstanding (in shares) | 2,900,000 | 2,900,000 | |||
Treasury stock, cost | $ 120,600,000 | $ 121,600,000 | $ 123,100,000 | ||
Treasury stock, price per share (in dollars per share) | $ 41.87 | $ 41.77 | |||
Stock repurchase program, authorized amount (up to) | $ 225,000,000 | $ 150,000,000 | |||
Stock repurchased during period (in shares) | 0 | 0 |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary Of Employee Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 20,779 | $ 21,550 | $ 17,310 |
Total estimated tax benefit related to stock-based compensation expense | 10,430 | 15,448 | 10,569 |
Net effect on net income | 10,349 | 6,102 | 6,741 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 18,721 | 19,785 | 15,829 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,609 | 1,273 | 1,048 |
Cost of goods sold | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 449 | $ 492 | $ 433 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) $ / shares in Units, $ in Thousands | Jul. 02, 2015USD ($) | May 31, 2017shares | May 31, 2010shares | Dec. 31, 2018USD ($)stock_based_compensation_plan$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares available for purchase (in shares) | shares | 3,000,000 | |||||
Number of stock-based compensation plans | stock_based_compensation_plan | 3 | |||||
Share-based compensation expense recognized | $ 20,779 | $ 21,550 | $ 17,310 | |||
Dividend yield | 0.00% | 0.00% | 0.00% | |||
Intrinsic value, options exercised | $ 16,900 | $ 16,200 | $ 9,700 | |||
Weighted average grant date fair value of options granted (in dollars per share) | $ / shares | $ 21.78 | $ 16.95 | $ 12.48 | |||
Proceeds from exercised stock options | $ 9,392 | $ 9,774 | $ 10,481 | |||
Tax benefit realized from stock options exercised | 3,100 | 6,200 | 3,700 | |||
Capitalized share-based compensation cost | 400 | 500 | 500 | |||
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 | $ 0 | $ 300 | $ 700 | |||
2003 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | shares | 14,700,000 | |||||
Increase in authorized shares (in shares) | shares | 1,700,000 | 3,500,000 | ||||
2000 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | shares | 4,000,000 | |||||
2001 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | shares | 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 | |||||
Shares available for purchase (in shares) | shares | 2,000,000 | |||||
Shares issued (in shares) | shares | 16,721 | 12,168 | 12,494 | |||
ESPP proceeds received | $ 700 | $ 600 | $ 500 | |||
Employee Stock Option | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Total unrecognized compensation costs related to unvested awards | $ 4,100 | |||||
Weighted-average period for cost recognition, in years | 2 years | |||||
Employee Stock Option | Director | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Employee Stock Option | Employee | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period, in years | 8 years | |||||
Employee Stock Option | Directors and Certain Executive Officers | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period, in years | 6 years | |||||
Employee Stock Option | Directors and Certain Executive Officers | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period, in years | 10 years | |||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Vested but not issued (in shares) | shares | 500,000 | |||||
Restricted Stock, Performance Stock and Contract Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense recognized | $ 18,100 | 18,500 | 15,600 | |||
Total unrecognized compensation costs related to unvested awards | $ 20,200 | |||||
Weighted-average period for cost recognition, in years | 2 years | |||||
Fair value of shares vested | $ 24,800 | $ 22,200 | $ 16,200 | |||
Requisite service periods of performance stock, restricted stock and contract stock awards, in years | 3 years | |||||
Performance Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vested but not issued (in shares) | shares | 200,000 |
STOCK-BASED COMPENSATION (Sum_2
STOCK-BASED COMPENSATION (Summary Of Weighted-Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 28.00% | 30.00% | 29.00% |
Risk free interest rate | 2.79% | 2.18% | 1.94% |
Expected life of option from grant date | 8 years | 8 years | 8 years |
STOCK-BASED COMPENSATION (Sum_3
STOCK-BASED COMPENSATION (Summary Of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Outstanding at beginning of year (in shares) | shares | 1,739 |
Granted (in shares) | shares | 140 |
Exercised (in shares) | shares | (426) |
Forfeited or Expired (in shares) | shares | (5) |
Outstanding at end of year (in shares) | shares | 1,448 |
Vested or expected to vest at end of year (in shares) | shares | 1,448 |
Exercisable at end of year (in shares) | shares | 1,117 |
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 | $ 23.84 |
Weighted Average Exercise Price, Granted (in dollars per share) | $ / shares | 56.23 |
Weighted Average Exercise Price, Exercised (in dollars per share) | $ / shares | 20.57 |
Weighted Average Exercise Price, Forfeited or Expired (in dollars per share) | $ / shares | 0 |
Weighted Average Exercise Price, Outstanding at end of year (in dollars per share) | $ / shares | 27.91 |
Weighted Average Exercise Price, Vested or expected to vest at end of year (in dollars per share) | $ / shares | 27.91 |
Weighted Average Exercise Price, Exercisable at end of year (in dollars per share) | $ / shares | $ 22.47 |
Weighted Average Contractual Term in Years, Outstanding at end of year | 3 years 9 months 16 days |
Weighted Average Contractual Term in Years, Vested or expected to vest at end of year | 3 years 9 months 16 days |
Weighted Average Contractual Term in Years, Exercisable at end of year | 3 years 2 days |
Aggregate Intrinsic Value, Outstanding at end of year | $ | $ 26,451 |
Aggregate Intrinsic Value, Vested or expected to vest at end of year | $ | 26,451 |
Aggregate Intrinsic Value, Exercisable at end of year | $ | $ 25,278 |
STOCK-BASED COMPENSATION (Sum_4
STOCK-BASED COMPENSATION (Summary Of Vested And Unvested Restricted Stock, Performance Stock, and Contract Stock) (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2018$ / 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 | 451 |
Granted (in shares) | shares | 261 |
Cancellations (in shares) | shares | (56) |
Released (in shares) | shares | (239) |
Vested but not released (in shares) | shares | 0 |
Unvested ending balance (in shares) | shares | 417 |
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 | $ 37.79 |
Weighted Average Grant Date Fair Value Per Share, Granted (in dollars per share) | $ / shares | 56.77 |
Weighted Average Grant Date Fair Value Per Share, Cancellations (in dollars per share) | $ / shares | 45.51 |
Weighted Average Grant Date Fair Value Per Share, Released (in dollars per share) | $ / shares | 37.13 |
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 | $ 48.97 |
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 | 172 |
Granted (in shares) | shares | 164 |
Adjustments for performance achievement related to award target (in shares) | shares | 40 |
Cancellations (in shares) | shares | (14) |
Released (in shares) | shares | (203) |
Vested but not released (in shares) | shares | (74) |
Unvested ending balance (in shares) | shares | 85 |
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 | $ 33.61 |
Weighted Average Grant Date Fair Value Per Share, Granted (in dollars per share) | $ / shares | 56.23 |
Adjustments for performance achievement related to award target (in dollars per share) | $ / shares | 21.42 |
Weighted Average Grant Date Fair Value Per Share, Cancellations (in dollars per share) | $ / shares | 0 |
Weighted Average Grant Date Fair Value Per Share, Released (in dollars per share) | $ / shares | 55.81 |
Weighted Average Grant Date Fair Value Per Share, Vested but not released (in dollars per share) | $ / shares | 42.94 |
Weighted Average Grant Date Fair Value Per Share, Unvested ending balance (in dollars per share) | $ / shares | $ 45.56 |
RETIREMENT BENEFIT PLANS (Sched
RETIREMENT BENEFIT PLANS (Schedule of Net Periodic Benefit Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 2,704 | $ 565 |
Interest cost | 351 | 95 |
Expected return on plan assets | (944) | (224) |
Recognized net actuarial loss | 8 | 8 |
Net period benefit cost | $ 2,119 | $ 444 |
RETIREMENT BENEFIT PLANS (Sch_2
RETIREMENT BENEFIT PLANS (Schedule of Assumptions Used Periodic Benefit Cost and Actuarial Present Value) (Details) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Discount rate | 1.00% | 0.74% |
Expected return on plan assets | 3.40% | 3.08% |
Rate of compensation increase | 1.70% | 1.70% |
RETIREMENT BENEFIT PLANS (Sch_3
RETIREMENT BENEFIT PLANS (Schedule of Change in Benefit Obligations and Plan Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Change In Projected Benefit Obligations | ||
Projected benefit obligations, beginning of year | $ 47,661 | $ 668 |
Interest cost | 351 | 95 |
Service cost | 2,704 | 565 |
Actuarial loss | 762 | (12) |
Employee contribution | 641 | 180 |
Premiums paid | 0 | (89) |
Benefit payment | (1,483) | (19) |
Plans transferred in | 2,280 | 46,448 |
Effect of foreign currency exchange rates | (374) | (175) |
Projected benefit obligations, end of year | 52,542 | 47,661 |
Change In Plan Assets | ||
Plan assets at fair value, beginning of year | 26,943 | 0 |
Actual return on plan assets | 1,802 | 82 |
Employer contributions | 1,720 | 450 |
Employee contributions | 641 | 180 |
Benefits paid | (1,463) | 0 |
Premiums paid | 0 | (89) |
Plans transferred in | 1,589 | 26,477 |
Effect of foreign currency exchange rates | (129) | (157) |
Plan assets at fair value, end of year | $ 31,103 | $ 26,943 |
RETIREMENT BENEFIT PLANS (Sch_4
RETIREMENT BENEFIT PLANS (Scheduled of Funded Status) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Retirement Benefits [Abstract] | |||
Fair value of plan assets | $ 31,103 | $ 26,943 | $ 0 |
Benefit obligations | 52,542 | 47,661 | $ 668 |
Unfunded benefit obligations | $ 21,439 | $ 20,718 |
RETIREMENT BENEFITS PLANS (Narr
RETIREMENT BENEFITS PLANS (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Gain included in accumulated other comprehensive income | $ (600,000) | $ (400,000) | |
Accumulated benefit obligation | 49,600,000 | 42,900,000 | |
Fair value of plan assets | 31,103,000 | 26,943,000 | $ 0 |
Plan assets expected to be returned next twelve months | 0 | ||
Contributions expected to be paid to plan in 2018 | 1,900,000 | ||
Total contributions made | 8,100,000 | $ 7,200,000 | $ 5,600,000 |
Austria, France and Germany | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Fair value of plan assets | $ 0 |
RETIREMENT BENEFIT PLANS (Sch_5
RETIREMENT BENEFIT PLANS (Schedule of Expected Benefit Payments and Minimum Contribution on Unfunded Plans) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Retirement Benefits [Abstract] | |
2,019 | $ 1,410 |
2,020 | 1,516 |
2,021 | 1,317 |
2,022 | 1,433 |
2,023 | 1,878 |
Next five years | $ 2,978 |
LEASES AND RELATED PARTY LEAS_3
LEASES AND RELATED PARTY LEASES (Schedule Of Minimum Lease Payments) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | |
2,019 | $ 16,768 |
2,020 | 13,806 |
2,021 | 12,493 |
2,022 | 13,233 |
2,023 | 11,003 |
Thereafter | 102,399 |
Total minimum lease payments | 169,702 |
Related Parties | |
Operating Leased Assets [Line Items] | |
2,019 | 296 |
2,020 | 296 |
2,021 | 296 |
2,022 | 296 |
2,023 | 296 |
Thereafter | 1,724 |
Total minimum lease payments | 3,204 |
Third Parties | |
Operating Leased Assets [Line Items] | |
2,019 | 16,472 |
2,020 | 13,510 |
2,021 | 12,197 |
2,022 | 12,937 |
2,023 | 10,707 |
Thereafter | 100,675 |
Total minimum lease payments | $ 166,498 |
LEASES AND RELATED PARTY LEAS_4
LEASES AND RELATED PARTY LEASES (Narrative) (Details) - USD ($) | Dec. 27, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 27, 2016 |
Operating Leased Assets [Line Items] | |||||
Rental expense | $ 16,300,000 | $ 12,900,000 | $ 10,300,000 | ||
Future minimum lease payments, capital leases | 0 | ||||
Production equipment purchased | 77,741,000 | 43,503,000 | 47,328,000 | ||
Related Party | |||||
Operating Leased Assets [Line Items] | |||||
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States operations | $ (21,218) | $ (32,640) | $ 51,351 |
Foreign operations | 78,621 | 44,025 | 39,055 |
Income before income taxes | $ 57,403 | $ 11,385 | $ 90,406 |
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basic net income per share: | |||||||||||
Net income | $ 25,138 | $ 13,295 | $ 11,376 | $ 10,992 | $ 44,355 | $ 3,159 | $ 10,835 | $ 6,394 | $ 60,801 | $ 64,743 | $ 74,564 |
Weighted average common shares outstanding, basic (in shares) | 82,857 | 76,897 | 74,386 | ||||||||
Per Share-Basic (in dollars per share) | $ 0.29 | $ 0.16 | $ 0.14 | $ 0.14 | $ 0.57 | $ 0.04 | $ 0.14 | $ 0.09 | $ 0.73 | $ 0.84 | $ 1 |
Diluted net income per share: | |||||||||||
Net income | $ 25,138 | $ 13,295 | $ 11,376 | $ 10,992 | $ 44,355 | $ 3,159 | $ 10,835 | $ 6,394 | $ 60,801 | $ 64,743 | $ 74,564 |
Weighted average common shares outstanding, basic (in shares) | 82,857 | 76,897 | 74,386 | ||||||||
Effect of dilutive securities: | |||||||||||
2016 Convertible notes (in shares) | 0 | 0 | 2,296 | ||||||||
Warrants (in shares) | 0 | 971 | 1,166 | ||||||||
Stock options and restricted stock (in shares) | 1,142 | 1,253 | 1,346 | ||||||||
Weighted average common shares for diluted earnings per share (in shares) | 83,999 | 79,121 | 79,194 | ||||||||
Per Share-Diluted (in dollars per share) | $ 0.29 | $ 0.15 | $ 0.14 | $ 0.14 | $ 0.56 | $ 0.04 | $ 0.14 | $ 0.08 | $ 0.72 | $ 0.82 | $ 0.94 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax [Line Items] | ||||
Tax benefit, re-measurement of net deferred tax liabilities, Tax Cuts and Jobs Act of 2017 | $ 43,400,000 | $ 43,400,000 | ||
Tax benefit, net operating loss carryback, Tax Cuts and Jobs Act of 2017 | 2,100,000 | |||
Income tax expense estimate, Tax Cuts and Jobs Act of 2017 | $ 2,000,000 | 5,500,000 | ||
Income tax expense estimate, to be paid within one year, Tax Cuts and Jobs Act of 2017 | 400,000 | |||
Income tax benefit, Tax Cuts and Jobs Act of 2017 | 1,000,000 | |||
Final toll tax expense, Tax Cuts and Jobs Act of 2017 | $ 4,500,000 | |||
Tax impact of repatriating foreign earnings | 0 | |||
Increase in effective income tax rate during the period | 462.80% | |||
Effective income tax rate reconciliation, nondeductible executive compensation, amount | 900,000 | |||
Effective income tax rate reconciliation, foreign income tax rate differential, increase (decrease), amount | $ 3,100,000 | $ 1,200,000 | ||
Effective foreign income tax rate | 11.60% | 15.70% | ||
Increase (decrease) in effective foreign income tax rate during period | (2.00%) | (2.90%) | ||
Operating loss carryforwards, not subject to expiration | $ 33,600,000 | |||
Deferred tax assets, valuation allowance | 7,961,000 | 6,973,000 | $ 7,961,000 | $ 3,600,000 |
Deferred tax assets, gross | 96,499,000 | 104,950,000 | 96,499,000 | 78,200,000 |
Valuation allowance, period increase (decrease) | (1,000,000) | 4,400,000 | ||
Unrecognized tax benefits that would impact effective tax rate | 700,000 | |||
Amount of unrecorded benefit reasonably possible to be recognized (less than) | 0 | |||
Penalties and interest expense | 0 | 0 | 0 | |
Penalties and interest accrued | $ 0 | 0 | $ 0 | $ 0 |
Federal | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 118,400,000 | |||
Foreign Tax Authority | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | 34,500,000 | |||
Operating loss carryforwards, subject to expiration | $ 900,000 | |||
Foreign Tax Authority | Switzerland | ||||
Income Tax [Line Items] | ||||
Reduced corporate tax rate | 8.00% | |||
State and Local Jurisdiction | ||||
Income Tax [Line Items] | ||||
Operating loss carryforwards | $ 25,600,000 |
NET INCOME (LOSS) PER SHARE (Na
NET INCOME (LOSS) PER SHARE (Narrative) (Details) - shares shares in Millions | Dec. 15, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from computation as their effect would be antidilutive (in shares) | 0.2 | 0.2 | 0.2 | |
Stock issued during period, shares, conversion of convertible securities (in shares) | 2.9 | |||
Common stock from the exercise of call option with hedge participants (in shares) | 2.9 | |||
Performance Shares and Restricted Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Additional EPS shares (in shares) | 0.5 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21.00% | 35.00% | 35.00% |
Increase (decrease) in income taxes resulting from: | |||
State income taxes, net of federal tax benefit | (0.40%) | (17.00%) | (0.20%) |
Foreign operations | (21.80%) | (112.70%) | (10.00%) |
Excess tax benefits from stock compensation | (7.80%) | (57.90%) | (3.90%) |
Charitable contributions | (1.20%) | (10.60%) | (0.40%) |
Nondeductible meals and entertainment | 1.60% | 8.80% | 0.80% |
Domestic production activities deduction | (0.00%) | (0.00%) | (2.60%) |
Intercompany profit in inventory | 6.20% | 11.60% | 1.00% |
Nondeductible facilitative costs | 0.00% | 22.50% | 0.20% |
Changes in valuation allowances | 0.20% | 8.00% | 0.40% |
Uncertain tax positions | 0.40% | (4.60%) | (0.30%) |
Research and development credit | (2.60%) | (13.20%) | (1.20%) |
Return to provision | (2.90%) | (4.30%) | (1.50%) |
Reduction of book gain on sale of assets | 0.00% | (4.60%) | 0.00% |
Tax reform — Toll Tax | 0.00% | 48.10% | 0.00% |
Tax reform — remeasurement of deferred tax assets and liabilities | 0.00% | (378.60%) | 0.00% |
Global intangible low-taxed income (GILTI) | 3.50% | 0.00% | 0.00% |
Nondeductible executive compensation | 1.60% | 0.00% | 0.00% |
Carryback of Federal net operating loss (NOL) | (3.70%) | 0.00% | 0.00% |
Other | 0.00% | 0.80% | 0.20% |
Effective tax rate | (5.90%) | (468.70%) | 17.50% |
INCOME TAXES (Schedule Of Provi
INCOME TAXES (Schedule Of Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ (3,880) | $ 6,644 | $ 13,700 |
State | 1,609 | 1,233 | 2,503 |
Foreign | 7,057 | 6,069 | 6,113 |
Total current | 4,786 | 13,946 | 22,316 |
Deferred: | |||
Federal | (7,202) | (66,466) | (3,400) |
State | (3,048) | (758) | (1,751) |
Foreign | 2,066 | (80) | (1,323) |
Total deferred | (8,184) | (67,304) | (6,474) |
Provision for income taxes | $ (3,398) | $ (53,358) | $ 15,842 |
INCOME TAXES (Schedule Of Defer
INCOME TAXES (Schedule Of Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | |||
Doubtful accounts | $ 1,507 | $ 1,811 | |
Inventory related items | 28,245 | 29,266 | |
Tax credits | 9,072 | 6,015 | |
Accrued vacation | 2,761 | 2,556 | |
Accrued bonus | 5,515 | 997 | |
Stock compensation | 10,093 | 10,426 | |
Deferred revenue | 2,173 | 2,395 | |
Net operating loss carryforwards | 33,350 | 37,492 | |
Unrealized foreign exchange loss | 1,405 | 1,177 | |
Charitable contributions carryforward | 1,994 | 1,287 | |
Others | 8,835 | 3,077 | |
Total deferred tax assets | 104,950 | 96,499 | $ 78,200 |
Less valuation allowance | (6,973) | (7,961) | $ (3,600) |
Deferred tax assets after valuation allowance | 97,977 | 88,538 | |
Liabilities: | |||
Intangible and fixed assets | (144,861) | (146,327) | |
Others | (4,089) | (1,091) | |
Total deferred tax liabilities | (148,950) | (147,418) | |
Total net deferred tax liabilities | $ (50,973) | $ (58,880) |
INCOME TAXES (Schedule of Uncer
INCOME TAXES (Schedule of Uncertain Tax Benefits Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of Uncertain Tax Benefits [Roll Forward] | |||
Balance, beginning of year | $ 424 | $ 754 | $ 1,085 |
Gross increases: | |||
Current year tax positions | 273 | 402 | 0 |
Prior years' tax positions | 0 | 0 | 380 |
Gross decreases: | |||
Prior years' tax positions | 0 | (777) | (546) |
Statute of limitations lapses | (21) | (17) | (131) |
Other | 0 | 62 | (34) |
Balance, end of year | $ 676 | $ 424 | $ 754 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | $ 962,306 | $ 839,667 | $ 751,443 |
Other comprehensive (loss) income, net | (10,865) | ||
Less: Amounts reclassified from accumulated other comprehensive income, net | 10,239 | ||
Less: Reclassification of stranded tax effect | 532 | ||
Total other comprehensive income (loss), net of tax | (21,636) | 33,347 | (9,252) |
Ending Balance | 1,375,796 | 962,306 | 839,667 |
Gains and Losses on Derivatives | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | (2,979) | ||
Other comprehensive (loss) income, net | 8,937 | ||
Less: Amounts reclassified from accumulated other comprehensive income, net | 10,239 | ||
Less: Reclassification of stranded tax effect | 532 | ||
Total other comprehensive income (loss), net of tax | (1,834) | ||
Ending Balance | (4,813) | (2,979) | |
Defined Benefit Pension Items | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | (93) | ||
Other comprehensive (loss) income, net | (643) | ||
Less: Amounts reclassified from accumulated other comprehensive income, net | 0 | ||
Less: Reclassification of stranded tax effect | 0 | ||
Total other comprehensive income (loss), net of tax | (643) | ||
Ending Balance | (736) | (93) | |
Foreign Currency Items | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | (20,735) | ||
Other comprehensive (loss) income, net | (19,159) | ||
Less: Amounts reclassified from accumulated other comprehensive income, net | 0 | ||
Less: Reclassification of stranded tax effect | 0 | ||
Total other comprehensive income (loss), net of tax | (19,159) | ||
Ending Balance | (39,894) | (20,735) | |
Total | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning Balance | (23,807) | (57,154) | (47,902) |
Total other comprehensive income (loss), net of tax | (21,636) | 33,347 | (9,252) |
Ending Balance | $ (45,443) | $ (23,807) | $ (57,154) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Narrative) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Less: Amounts reclassified from accumulated other comprehensive income, net | $ 10,239 |
Accumulated Net Investment Gain (Loss) Attributable to Parent | Other Income (Expense) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Less: Amounts reclassified from accumulated other comprehensive income, net | 7,800 |
Accumulated Net Investment Gain (Loss) Attributable to Parent | Interest Income | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Less: Amounts reclassified from accumulated other comprehensive income, net | $ 2,400 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | Jul. 17, 2015USD ($) | Oct. 31, 2018USD ($) | Aug. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 14, 2019case | Mar. 31, 2018USD ($) | Feb. 24, 2017USD ($) | Jan. 15, 2014USD ($) |
Loss Contingencies [Line Items] | ||||||||||
Payment for contingent consideration | $ 38,196,000 | $ 4,661,000 | $ 0 | |||||||
Measurement Input, Discount Rate | Supply Agreement And Above Market Supply Agreement | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Discount rate | 0.120 | |||||||||
TEI | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Indemnification policy in place | $ 3,000,000 | |||||||||
Indemnification payments received | 0 | |||||||||
Indemnification payments owed | $ 0 | |||||||||
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 | |||||||||
TEI | Subsequent Event | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of active cases | case | 1 | |||||||||
Confluent Surgical, Inc. | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Contingent consideration arrangements, maximum payout | $ 30,000,000 | |||||||||
Contingent consideration, liability | $ 19,000,000 | |||||||||
Payment for contingent consideration | $ 5,000,000 | |||||||||
Confluent Surgical, Inc. | Measurement Input, Discount Rate | Contingent Consideration Liability | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Discount rate | 0.022 | |||||||||
Confluent Surgical, Inc. | Cash Consideration One | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Contingent consideration arrangements, maximum payout | $ 25,000,000 | |||||||||
Confluent Surgical, Inc. | Cash Consideration Two | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Contingent consideration arrangements, maximum payout | $ 5,000,000 | |||||||||
Derma Sciences | BioD Earnout Payments | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Contingent consideration arrangements, maximum payout | $ 26,500,000 | |||||||||
Contingent consideration, liability | $ 300,000 | $ 9,100,000 | ||||||||
Payment for contingent consideration | $ 4,800,000 | |||||||||
Derma Sciences | BioD Earnout Payments | Measurement Input, Discount Rate | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Discount rate | 0.030 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Fair Value Contingent Consideration) (Details) - Contingent Consideration Liability - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accrued expenses and other current liabilities | Derma Sciences | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | $ 315 | $ 0 |
Additions from acquisition of Derma Sciences | 33,707 | |
Transfers from long-term to current portion | 1,387 | 2,193 |
Payments | (2,000) | (31,346) |
Balance, End of Period | 0 | 315 |
Accrued expenses and other current liabilities | Derma Sciences | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value | 298 | (4,239) |
Accrued expenses and other current liabilities | Confluent Surgical, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 22,478 | 0 |
Additions from acquisition of Derma Sciences | 0 | |
Transfers from long-term to current portion | 0 | 22,184 |
Payments | (24,000) | 0 |
Balance, End of Period | 0 | 22,478 |
Accrued expenses and other current liabilities | Confluent Surgical, Inc. | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value | 1,522 | 294 |
Other Noncurrent Liabilities | Derma Sciences | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 1,387 | 0 |
Additions from acquisition of Derma Sciences | 3,467 | |
Transfers from long-term to current portion | (1,387) | (2,193) |
Payments | 0 | 0 |
Balance, End of Period | 230 | 1,387 |
Other Noncurrent Liabilities | Derma Sciences | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value | 230 | 113 |
Other Noncurrent Liabilities | Confluent Surgical, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 0 | 22,036 |
Additions from acquisition of Derma Sciences | 0 | |
Transfers from long-term to current portion | 0 | (22,184) |
Payments | 0 | 0 |
Balance, End of Period | 0 | 0 |
Other Noncurrent Liabilities | Confluent Surgical, Inc. | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Change in fair value | $ 0 | $ 148 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Fair Value Supply Agreement) (Details) - Commitments - Level 3 - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accrued Expenses And Other Current Liabilities | Supply Agreement Liability, Short-term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | $ 0 | $ 166 |
Payments | 0 | (166) |
Transfer | 0 | |
Transfer to accounts payable | 0 | |
Balance, End of Period | 0 | 0 |
Accrued Expenses And Other Current Liabilities | Supply Agreement Liability, Short-term | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
(Gain)/loss from change in fair value | 0 | 0 |
Accrued Expenses And Other Current Liabilities | Above Market Supply Agreement Liability, Short-term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 2,641 | 0 |
Payments | (1,817) | (113) |
Transfer | 3,273 | |
Transfer to accounts payable | (159) | |
Balance, End of Period | 195 | 2,641 |
Accrued Expenses And Other Current Liabilities | Above Market Supply Agreement Liability, Short-term | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
(Gain)/loss from change in fair value | (470) | (519) |
Other Noncurrent Liabilities | Supply Agreement Liability, Long-term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 0 | 0 |
Payments | 0 | 0 |
Transfer | 0 | |
Transfer to accounts payable | 0 | |
Balance, End of Period | 0 | 0 |
Other Noncurrent Liabilities | Supply Agreement Liability, Long-term | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
(Gain)/loss from change in fair value | 0 | 0 |
Other Noncurrent Liabilities | Above Market Supply Agreement Liability, Long-term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 0 | 2,648 |
Payments | 0 | (415) |
Transfer | (3,273) | |
Transfer to accounts payable | 0 | |
Balance, End of Period | 0 | 0 |
Other Noncurrent Liabilities | Above Market Supply Agreement Liability, Long-term | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
(Gain)/loss from change in fair value | $ 0 | $ 1,040 |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2018Segmentproduct | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 2 |
Codman Specialty Surgical | |
Segment Reporting Information [Line Items] | |
Number of products offered (more than) | product | 60,000 |
SEGMENT AND GEOGRAPHIC INFORM_4
SEGMENT AND GEOGRAPHIC INFORMATION (Net Sales and Profit by Reportable Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Net Sales | |||||||||||
Total revenues | $ 383,315 | $ 365,854 | $ 366,190 | $ 357,082 | $ 368,602 | $ 278,834 | $ 282,164 | $ 258,636 | $ 1,472,441 | $ 1,188,236 | $ 992,075 |
Segment Profit | |||||||||||
Operating income | 110,998 | 44,804 | 115,340 | ||||||||
Amortization | (21,160) | (20,370) | (13,862) | ||||||||
Codman Specialty Surgical | |||||||||||
Segment Net Sales | |||||||||||
Total revenues | 963,929 | 720,301 | 632,524 | ||||||||
Orthopedics and Tissue Technologies | |||||||||||
Segment Net Sales | |||||||||||
Total revenues | 508,512 | 467,935 | 359,551 | ||||||||
Operating Segments | |||||||||||
Segment Profit | |||||||||||
Operating income | 512,846 | 422,668 | 360,481 | ||||||||
Operating Segments | Codman Specialty Surgical | |||||||||||
Segment Profit | |||||||||||
Operating income | 363,336 | 292,971 | 256,629 | ||||||||
Operating Segments | Orthopedics and Tissue Technologies | |||||||||||
Segment Profit | |||||||||||
Operating income | 149,510 | 129,697 | 103,852 | ||||||||
Segment Reconciling Items | |||||||||||
Segment Profit | |||||||||||
Amortization | (21,160) | (20,370) | (13,862) | ||||||||
Corporate and other | |||||||||||
Segment Profit | |||||||||||
Operating income | $ (380,688) | $ (357,494) | $ (231,279) |
SEGMENT AND GEOGRAPHIC INFORM_5
SEGMENT AND GEOGRAPHIC INFORMATION (Total Revenue by Major Geographic Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | $ 383,315 | $ 365,854 | $ 366,190 | $ 357,082 | $ 368,602 | $ 278,834 | $ 282,164 | $ 258,636 | $ 1,472,441 | $ 1,188,236 | $ 992,075 |
Total long-lived assets | 320,029 | 285,329 | 320,029 | 285,329 | |||||||
United States (Includes long-lived assets in Puerto Rico) | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | 1,045,887 | 894,260 | 765,608 | ||||||||
Total long-lived assets | 280,382 | 247,154 | 280,382 | 247,154 | |||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | 201,354 | 150,147 | 120,588 | ||||||||
Total long-lived assets | 32,679 | 30,942 | 32,679 | 30,942 | |||||||
Asia Pacific | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | 144,253 | 80,636 | 59,985 | ||||||||
Total long-lived assets | 3,765 | 4,189 | 3,765 | 4,189 | |||||||
Rest of the World | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenue, net | 80,947 | 63,193 | $ 45,894 | ||||||||
Total long-lived assets | $ 3,203 | $ 3,044 | $ 3,203 | $ 3,044 |
SELECTED QUARTERLY INFORMATIO_3
SELECTED QUARTERLY INFORMATION - UNAUDITED (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Total revenue, net | $ 383,315 | $ 365,854 | $ 366,190 | $ 357,082 | $ 368,602 | $ 278,834 | $ 282,164 | $ 258,636 | $ 1,472,441 | $ 1,188,236 | $ 992,075 |
Gross margin | 236,851 | 222,609 | 228,625 | 212,860 | 220,431 | 177,077 | 183,166 | 172,051 | 900,945 | 752,725 | |
Net income | $ 25,138 | $ 13,295 | $ 11,376 | $ 10,992 | $ 44,355 | $ 3,159 | $ 10,835 | $ 6,394 | $ 60,801 | $ 64,743 | $ 74,564 |
Per Share-Basic (in dollars per share) | $ 0.29 | $ 0.16 | $ 0.14 | $ 0.14 | $ 0.57 | $ 0.04 | $ 0.14 | $ 0.09 | $ 0.73 | $ 0.84 | $ 1 |
Per Share-Diluted (in dollars per share) | $ 0.29 | $ 0.15 | $ 0.14 | $ 0.14 | $ 0.56 | $ 0.04 | $ 0.14 | $ 0.08 | $ 0.72 | $ 0.82 | $ 0.94 |
Tax benefit, re-measurement of net deferred tax liabilities, Tax Cuts and Jobs Act of 2017 | $ 43,400 | $ 43,400 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts and sales returns and allowances | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | $ 8,882 | $ 6,319 | $ 5,572 |
Charged to Costs and Expenses | 557 | 4,920 | 2,009 |
Other | (4,649) | 1,518 | 0 |
Deductions | (1,071) | (3,875) | (1,262) |
Balance at End of Period | 3,719 | 8,882 | 6,319 |
Deferred tax assets valuation allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 7,961 | 3,604 | 4,887 |
Charged to Costs and Expenses | (894) | 740 | (1,228) |
Other | 0 | 3,617 | 0 |
Deductions | (94) | 0 | (55) |
Balance at End of Period | $ 6,973 | $ 7,961 | $ 3,604 |
Uncategorized Items - iart-2018
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,854,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,854,000 |
Accounting Standards Update 2018-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 532,000 |