SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed combined financial statements of the SeaSpine orthobiologics and spinal fusion hardware business spun off from Integra have been prepared on a standalone basis in conformity with accounting principles generally accepted in the United States (“GAAP”) and are derived from Integra’s consolidated financial statements and accounting records. The combined financial statements reflect the Company’s financial position, results of operations and cash flows as the business was operated as part of Integra prior to the distribution. In the opinion of management, the unaudited interim condensed combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the statement of financial position as of June 30, 2015 and results of operations for the three and six month periods ended June 30, 2015 and 2014 and cash flows for the six month periods ended June 30, 2015 and 2014. The results for the three and six month period ended June 30, 2015 are not necessarily indicative of the results expected for the full year. The condensed combined balance sheet as of December 31, 2014 has been derived from the audited combined financial statements for the year ended December 31, 2014 included in the Form 10, as amended, filed with the SEC on June 9, 2015. Refer to the audited combined financial statements included in the Form 10 as filed with the SEC for a complete discussion of all significant accounting policies. The Company received significant management and shared administrative services from Integra and the Company and Integra engaged in certain related party transactions. The Company relied on Integra for a significant portion of its operational and administrative support. The combined financial statements include allocations of certain Integra corporate expenses, including information technology resources and support; finance, accounting, auditing services; real estate and facility management services; human resources activities; certain procurement activities; treasury services, legal advisory services and costs for research and development. These costs have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of revenue, standard costs of sales, or other measures. Following the spin-off from Integra, the Company performs these functions using internal resources and purchased services, some of which will be provided by Integra during a transitional period pursuant to the Transitional Services Agreement. Integra uses a centralized approach to cash management and financing of its operations and substantially all cash generated by the Company through May 4, 2015, the date the Company implemented a separate enterprise resource planning ("ERP") system for SeaSpine, is assumed to be remitted to Integra. Cash management and financing transactions relating to the Company are accounted for through the Integra invested equity account. Accordingly, none of the Integra cash and cash equivalents at the corporate level have been assigned to us in the combined financial statements. Integra’s debt and related interest expense have not been allocated to SeaSpine for any of the periods presented since the Company is not the legal obligor of the debt and Integra’s borrowings were not directly attributable to SeaSpine. Following the spin-off, the Company expects to finance operations by utilizing the combined $47.0 million of cash on hand and cash contributed by Integra to the Business in connection with the spin-off on July 1, 2015. Management believes the assumptions and allocations underlying the combined financial statements are reasonable and appropriate. The expenses and cost allocations have been determined on a basis that Integra and SeaSpine consider to be a reasonable reflection of the utilization of services provided or the benefit received by SeaSpine during the periods presented. However, the amounts recorded for these transactions and allocations are not necessarily representative of the amounts that would have been reflected in the financial statements had SeaSpine been an entity that operated independently from Integra. Consequently, SeaSpine's future results of operations after the separation will include costs and expenses for the Company to operate as an independent company, and these costs and expenses may be materially different from those allocated from Integra and included in historical results of operations, comprehensive loss, financial position, and cash flows. Accordingly, SeaSpine's financial statements for these periods are not indicative of future results of operations, financial position, and cash flows. See Note 3, “Transactions with Integra,” for further information regarding the relationships the Company has with Integra and other Integra businesses. Principles of Combination The combined financial statements include certain assets and liabilities that have historically been held at the Integra level but are specifically identifiable or otherwise attributable to the Company. All significant intra-company transactions within the Company have been eliminated. All significant transactions between the Company and other businesses of Integra are included in these combined financial statements. Recently Issued and Adopted Accounting Standards In April 2014, the FASB issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance did not have a material impact on our combined financial position or results of operations. 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. In July 2015, the FASB deferred for one year the effective date of the new revenue standard, but early adoption will be permitted. The new standard will be effective for the Company on January 1, 2018. The Company is in the process of evaluating the impact of this standard on its financial statements. In June 2014, the FASB issued Update No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (Topic 718). The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This update is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, and early adoption is permitted. The implementation of the amended guidance is not expected to have a material impact on our combined financial position or results of operations. In August 2014, the FASB issued Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendment requires management to evaluate, for each annual and interim reporting period, whether there are conditions and events, considered in the aggregate, that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date the financial statements are issued or are available to be issued. If substantial doubt is raised, additional disclosures around management’s plan to alleviate these doubts are required. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2016. The implementation of the amended guidance is not expected to have an impact on current disclosures in the financial statements. There are no other recently issued accounting pronouncements that are expected to have a material effect on the financial position, results of operations or cash flows of the Company. Pro Forma Earnings/(Loss) Per Share Pro forma earnings/(loss) per share was calculated based on the approximately 11.0 million shares of SeaSpine common stock that were distributed to Integra shareholders on July 1, 2015. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands, except for per share amounts) Net loss attributable to SeaSpine $ (17,685 ) $ (5,429 ) $ (27,583 ) $ (10,988 ) Historical Pro Forma Unaudited Earnings/(Loss) Per Share Data Earnings/(loss) per share attributable to SeaSpine Basic and diluted $ (1.60 ) $ (0.49 ) $ (2.50 ) $ (0.99 ) Weighted average number of shares outstanding Basic and diluted 11,048 11,048 11,048 11,048 Out-of-Period Adjustment In the second quarter of 2015, the Company recorded an adjustment to correct an error in the first quarter of 2015 reported amounts. This resulted in an increase to finished goods inventory and Integra's net investment by $0.7 million . In addition to understating the inventory balance and net investment balance as of March 31, 2015, the error had the effect of increasing first quarter cash flows from operations and decreasing first quarter cash flows from financing by $0.7 million . The adjustment recorded in the second quarter of 2015 corrects the year to date cash flows from operations and cash flows from financing. The Company has concluded that the impact to the previously issued financial statements is not material. |