Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 05, 2015 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | SPNE | |
Entity Registrant Name | SeaSpine Holdings Corporation | |
Entity Central Index Key | 1,637,761 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 11,114,274 |
CONDENSED COMBINED STATEMENT OF
CONDENSED COMBINED STATEMENT OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Total revenue, net | $ 33,461 | $ 35,766 | $ 65,775 | $ 69,941 |
Cost of goods sold | 14,506 | 15,200 | 27,107 | 27,795 |
Gross profit | 18,955 | 20,566 | 38,668 | 42,146 |
Selling, general and administrative | 31,660 | 22,248 | 56,711 | 44,256 |
Research and development | 2,027 | 1,956 | 3,609 | 4,148 |
Intangible amortization | 1,357 | 1,378 | 2,754 | 2,777 |
Total operating expenses | 35,044 | 25,582 | 63,074 | 51,181 |
Operating loss | (16,089) | (5,016) | (24,406) | (9,035) |
Other expenses, net | (51) | (22) | (772) | (29) |
Loss before income taxes | (16,140) | (5,038) | (25,178) | (9,064) |
Provision for income taxes | 1,545 | 391 | 2,405 | 1,924 |
Net loss | $ (17,685) | $ (5,429) | $ (27,583) | $ (10,988) |
CONDENSED COMBINED STATEMENTS O
CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (17,685) | $ (5,429) | $ (27,583) | $ (10,988) |
Change in foreign currency translation adjustments | 349 | 5 | 412 | 89 |
Comprehensive loss | $ (17,336) | $ (5,424) | $ (27,171) | $ (10,899) |
CONDENSED COMBINED BALANCE SHEE
CONDENSED COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 13,017 | $ 652 |
Trade accounts receivable, net of allowances of $889 and $558 | 23,103 | 22,538 |
Inventories, net | 53,411 | 49,862 |
Deferred tax assets | 436 | 436 |
Prepaid expenses and other current assets | 1,712 | 1,128 |
Total current assets | 91,679 | 74,616 |
Property, plant and equipment, net | 21,086 | 16,360 |
Intangible assets, net | 42,837 | 46,891 |
Deferred tax assets | 514 | 501 |
Other assets | 148 | 1,274 |
Total assets | 156,264 | 139,642 |
Current liabilities: | ||
Accounts payable, trade | 7,075 | 36,637 |
Income taxes payable | 698 | 608 |
Accrued compensation | 5,964 | 6,300 |
Accrued expenses and other current liabilities | 2,778 | 2,407 |
Total current liabilities | 16,515 | 45,952 |
Deferred tax liabilities | 23 | 23 |
Long term income taxes payable | 28 | 120 |
Other liabilities | 2,339 | 2,263 |
Total liabilities | $ 18,905 | $ 48,358 |
Commitments and contingencies | ||
Integra net investment | $ 136,055 | $ 90,391 |
Invested equity: | ||
Accumulated other comprehensive loss | 1,304 | 893 |
Total invested equity | 137,359 | 91,284 |
Total liabilities and invested equity | $ 156,264 | $ 139,642 |
CONDENSED COMBINED BALANCE SHE5
CONDENSED COMBINED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for trade accounts receivable | $ 889 | $ 558 |
CONDENSED COMBINED STATEMENTS 6
CONDENSED COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (27,583) | $ (10,988) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 6,388 | 7,222 |
Share-based compensation | 197 | 310 |
Amortization of inventory step-up | 0 | 69 |
Allocation of non-cash charges from parent | 587 | 1,127 |
Changes in assets and liabilities | ||
Accounts receivable | (351) | 3,245 |
Inventories | (3,151) | 1,991 |
Prepaid expenses and other current assets | (581) | 962 |
Other non-current assets | 1,213 | (32) |
Accounts payable | (517) | (463) |
Income taxes payable | 90 | (500) |
Accrued expenses and other current liabilities | 97 | (41) |
Other non-current liabilities | (104) | 11 |
Net cash (used in) provided by operating activities | (23,715) | 2,913 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (7,067) | (1,550) |
Net cash used in investing activities | (7,067) | (1,550) |
FINANCING ACTIVITIES: | ||
Integra net investment | 43,149 | (1,363) |
Net cash provided by (used in) financing activities | 43,149 | (1,363) |
Effect of exchange rate changes on cash and cash equivalents | (2) | 0 |
Net change in cash and cash equivalents | 12,365 | 0 |
Cash and cash equivalents at beginning of period | 652 | 646 |
Cash and cash equivalents at end of period | 13,017 | 646 |
Non-cash financing activities: | ||
Settlement of related-party payable to Integra net investment | $ 29,022 | $ 0 |
BUSINESS
BUSINESS | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Spin-off from Integra As of June 30, 2015 , SeaSpine Holdings Corporation ("SeaSpine", or the "Company") was a subsidiary of Integra LifeSciences Holdings Corporation (“Integra”). On July 1, 2015, Integra completed the previously announced spin-off of its orthobiologics and spinal fusion hardware business into SeaSpine, which was created as a separate, independent, publicly traded medical technology company focused on the design, development and commercialization of surgical solutions for the treatment of patients suffering from spinal disorders. Unless the context indicates otherwise, (i) references to "SeaSpine", the "Company", and the "Business", refer to SeaSpine Holdings Corporation and its orthobiologics and spinal fusion hardware business and (ii) references to Integra refer to Integra LifeSciences Holdings Corporation and its subsidiaries. On July 1, 2015 (the "Distribution Date"), SeaSpine common stock was distributed, on a pro rata basis, to Integra’s stockholders of record as of 5:00 p.m. Eastern Time on June 19, 2015 (the "Record Date"). On the Distribution Date, each holder of Integra common stock received one share of SeaSpine common stock for every three shares of Integra common stock held by such holder as of the Record Date. The spin-off was completed pursuant to a Distribution Agreement and several other agreements with Integra related to the spin-off, including an Employee Matters Agreement, a Tax Matters Agreement, a Transition Services Agreement and several Supply Agreements, each of which is filed as an Exhibit to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission ("SEC") on July 1, 2015 and incorporated by reference herein. These agreements govern the relationship between SeaSpine and Integra following the spin-off and provide for the allocation of various assets, liabilities, rights and obligations. These agreements also include arrangements for transition services, products and raw materials to be provided by Integra to SeaSpine and transition services and products to be provided by SeaSpine to Integra. For a discussion of each agreement, see the section entitled “Certain Relationships and Related Party Transactions in the SeaSpine Information Statement included in the Registration Statement on Form 10, as amended, filed with the SEC on June 9, 2015 (the “Information Statement”). The SeaSpine Registration Statement on Form 10 was declared effective by the SEC on June 9, 2015, and SeaSpine common stock began “regular-way” trading on the NASDAQ Global Market on July 2, 2015 under the symbol “SPNE.” |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
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. |
TRANSACTIONS WITH INTEGRA
TRANSACTIONS WITH INTEGRA | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH INTEGRA | TRANSACTIONS WITH INTEGRA Related-party Transactions The amount of materials and services sold by SeaSpine to other Integra businesses was immaterial for the three months ended June 30, 2015 and 2014 and the six months ended June 30, 2015 and 2014 . The Company manufactures and distributes the Integra Mozaik family of products on behalf of Integra. Purchases of raw materials and finished goods from Integra for the three months ended June 30, 2015 and 2014 were, $1.4 million and $0.4 million , respectively, and for the six months ended June 30, 2015 and 2014 were $2.5 million and $0.9 million , respectively. Allocated Costs The combined statement of operations includes direct expenses for cost of goods and services sold, research and development, sales and marketing, customer service, and administration as well as allocations of expenses arising from shared services and infrastructure provided by Integra to the Company, such as costs of information technology, including the costs of a multi-year global enterprise resource planning implementation, accounting and legal services, real estate and facilities management, corporate advertising, insurance and related treasury services, and other corporate and infrastructure services. These allocations are included in the table below. These expenses are allocated to the Company using estimates that the Company considers to be a reasonable reflection of the utilization of services provided to or benefits received from the Company. The allocation methods include pro-rata basis of revenue, standard cost of sales or other measures. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Cost of goods sold $ 244 $ 331 $ 488 $ 652 Selling, general and administrative 4,383 5,328 8,633 9,762 Research and development 148 141 253 251 Total Allocated Costs $ 4,775 $ 5,800 $ 9,374 $ 10,665 Included in the above table are certain non-cash allocated costs, including stock-based compensation. Such amounts were $0.3 million for each of the three months ended June 30, 2015 and 2014 and $0.6 million for each of the six months ended June 30, 2015 and 2014 . All significant related party transactions between SeaSpine and Integra have been included in these combined financial statements and are considered to be effectively settled for cash at the time the transaction is recorded, with the exception of purchases from Integra of Integra Mozaik raw materials and finished goods. The total net effect of the settlement of these intercompany transactions is reflected in the combined statements of cash flows as a financing activity and in the combined balance sheets as Parent company investment. The following table summarizes the components of the net increase (decrease) in Integra investment for the three months and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Cash pooling and general financing activities (a) $ 35,051 $ (6,057 ) $ 34,361 $ (10,900 ) Corporate Allocations (excluding non-cash adjustments) 4,436 4,958 8,787 9,537 Total Integra net investment in financing activities within cash flow statement 39,487 (1,099 ) 43,148 (1,363 ) Non-cash adjustments (b) 29,470 1,011 29,806 1,437 Foreign exchange impact (183 ) 42 292 54 Net increase (decrease) in Integra investment $ 68,774 $ (46 ) $ 73,246 $ 128 (a) The nature of activities included in the line item ‘Cash pooling and general financing activities’ includes financing activities for capital transfers, cash sweeps and other treasury services. (b) Reflects allocation of non-cash charges from Integra, share-based compensation and settlement of related-party payable to Integra net investment. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2015 | |
Inventory, Net [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net consisted of the following: June 30, 2015 December 31, 2014 (In thousands) Finished goods $ 34,220 $ 32,364 Work in process 11,702 11,675 Raw materials 7,489 5,823 $ 53,411 $ 49,862 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
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. The cost of purchases of instruments which the Company consigns to hospitals and independent sales agents to support surgeries is initially capitalized as construction in progress. The amount is then reclassified to instrument sets and depreciated when instruments are put together in a newly built set with spinal implants, or directly expensed for the instruments that are used to replace damaged ones in an existing set. Property, plant and equipment balances and corresponding lives were as follows: June 30, 2015 December 31, 2014 Useful Lives (In thousands) Leasehold improvement $ 5,467 $ 4,262 1-20 years Machinery and production equipment 6,993 5,810 3-20 years Instrument sets 21,411 22,122 4-5 years Information systems & hardware 5,007 1,720 1-7 years Furniture & fixtures 1,114 657 1-15 years Construction in progress 9,028 8,789 Total 49,020 43,360 Less accumulated depreciation (27,934 ) (27,000 ) Property, plant and equipment, net $ 21,086 $ 16,360 |
IDENTIFIABLE INTANGIBLE ASSETS
IDENTIFIABLE INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IDENTIFIABLE INTANGIBLE ASSETS | IDENTIFIABLE INTANGIBLE ASSETS Identifiable intangible assets are initially recorded at fair value at the time of acquisition generally using an income or cost approach. The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets and amortizes those costs over their expected useful lives. The components of the Company’s identifiable intangible assets were as follows: June 30, 2015 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Completed technology 12 years $ 30,419 $ (17,887 ) $ 12,532 Customer relationships 12 years 56,830 (26,525 ) 30,305 Trademarks/brand names — 300 (300 ) — $ 87,549 $ (44,712 ) $ 42,837 December 31, 2014 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Completed technology 12 years $ 30,419 $ (16,582 ) $ 13,837 Customer relationships 12 years 56,830 (23,963 ) 32,867 Trademarks/brand names — 300 (300 ) — Non-Compete agreements 4 years 1,900 (1,713 ) 187 $ 89,449 $ (42,558 ) $ 46,891 Annual amortization is expected to be approximately $5.3 million in 2015 , $4.3 million in 2016 , $3.2 million in 2017 , $3.2 million in 2018 and $3.2 million in 2019 . Amortization of product technology-based intangible assets totaled $ 0.7 million for each of the three months ended June 30, 2015 and 2014 and $ 1.3 million for each of the six months ended June 30, 2015 and 2014 , and is presented by the Company within cost of goods sold. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION The Company’s share-based compensation has been derived from the equity awards granted by Integra to the Company’s employees. As the share-based compensation plans are Integra’s plans, the amounts have been recognized through Integra net investment on the combined balance sheets. Equity Award Plans As of June 30, 2015 , Integra 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”. Awards of Restricted Stock and Performance Stock Performance stock, restricted stock and contract stock awards generally have requisite service periods of three years . Performance stock units are subject to graded vesting conditions and the Company expenses their fair value over the requisite service period. The Company expenses the fair value of restricted stock and contract stock awards on a straight-line basis over the vesting period or requisite service period, whichever is shorter. As of June 30, 2015 , there was approximately $0.7 million of total unrecognized compensation costs related to unvested awards. These costs are expected to be recognized over a weighted-average period of approximately two years . |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table provides a summary of the Company’s effective tax rate: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Reported tax rate (9.6 )% (7.8 )% (9.6 )% (21.2 )% The Company’s effective income tax rates for the three months ended June 30, 2015 and 2014 were (9.6)% and (7.8)% , respectively. The primary drivers of the overall tax rate for the three months ended June 30, 2015 and 2014 were pretax losses incurred by the consolidated U.S. tax group that received no corresponding tax benefit. The Company’s effective income tax rates for the six months ended June 30, 2015 and 2014 were (9.6)% and (21.2)% , respectively. The primary drivers of the overall tax rate for the six months ended June 30, 2015 were pretax losses incurred by the consolidated U.S. tax group that received no corresponding tax benefit, offset in part by the release of Federal uncertain tax positions due to statute expirations. The primary drivers of the overall tax rate for the six months ended June 30, 2014 were pretax losses incurred by the consolidated U.S. tax group that received no corresponding tax benefit. The Company reported income tax expense for the three months and six months ended June 30, 2015 and 2014, despite the fact that the Company reported losses before income taxes in those periods, because the Company's legal entity structure did not permit the Company to offset taxable losses generated by certain U.S. subsidiaries against the taxable income generated by another of the Company's U.S. subsidiaries. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2015 | |
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 sold by the Company. 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 our 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. 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. The Company does not believe there are any pending legal proceedings that would have a material impact on the Company’s financial position, liquidity or results of operations. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION The Company’s management reviews financial results and manages the business on an aggregate basis. Therefore, financial results are reported in a single operating segment: the development, manufacture and marketing of orthobiologics and spinal fusion hardware. The Company reports revenue in two product categories, orthobiologics and spinal fusion hardware. Orthobiologics products consist of a broad range of advanced and traditional bone graft substitutes that are designed to improve bone fusion rates following surgery. The spinal fusion hardware portfolio consists of an extensive line of products for minimally invasive surgery, complex spine, deformity and degenerative procedures. Revenue consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Orthobiologics $ 17,026 $ 16,787 $ 33,127 $ 33,024 Spinal fusion hardware 16,435 18,979 32,648 36,917 Total Revenues $ 33,461 $ 35,766 $ 65,775 $ 69,941 The Company attributes revenues to geographic areas based on the location of the customer. Total revenue by major geographic area consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) United States $ 29,580 $ 32,233 $ 58,942 $ 62,788 International 3,881 3,533 6,833 7,153 Total Revenues $ 33,461 $ 35,766 $ 65,775 $ 69,941 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS At June 30, 2015 , SeaSpine was a subsidiary of Integra. On July 1, 2015, Integra completed the previously announced spin-off of its orthobiologics and spinal fusion hardware business into SeaSpine. In connection with the spin-off, Integra contributed cash to the Business such that our cash, including cash on-hand and that contributed by Integra, totaled $47.0 million on July 1, 2015. In addition, SeaSpine common stock was distributed, on a pro rata basis, to Integra’s stockholders of record as of the Record Date on July 1, 2015. Each holder of Integra common stock received one share of SeaSpine common stock for every three shares of Integra common stock held by such holder as of the Record Date. See Note 1, "Business," for a more detailed description of the spin-off. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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 | 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 | 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. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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 |
TRANSACTIONS WITH INTEGRA (Tabl
TRANSACTIONS WITH INTEGRA (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The following table summarizes the components of the net increase (decrease) in Integra investment for the three months and six months ended June 30, 2015 and 2014 : Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Cash pooling and general financing activities (a) $ 35,051 $ (6,057 ) $ 34,361 $ (10,900 ) Corporate Allocations (excluding non-cash adjustments) 4,436 4,958 8,787 9,537 Total Integra net investment in financing activities within cash flow statement 39,487 (1,099 ) 43,148 (1,363 ) Non-cash adjustments (b) 29,470 1,011 29,806 1,437 Foreign exchange impact (183 ) 42 292 54 Net increase (decrease) in Integra investment $ 68,774 $ (46 ) $ 73,246 $ 128 (a) The nature of activities included in the line item ‘Cash pooling and general financing activities’ includes financing activities for capital transfers, cash sweeps and other treasury services. (b) Reflects allocation of non-cash charges from Integra, share-based compensation and settlement of related-party payable to Integra net investment. The allocation methods include pro-rata basis of revenue, standard cost of sales or other measures. Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Cost of goods sold $ 244 $ 331 $ 488 $ 652 Selling, general and administrative 4,383 5,328 8,633 9,762 Research and development 148 141 253 251 Total Allocated Costs $ 4,775 $ 5,800 $ 9,374 $ 10,665 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory, Net [Abstract] | |
Schedule of Inventory, Net | Inventories, net consisted of the following: June 30, 2015 December 31, 2014 (In thousands) Finished goods $ 34,220 $ 32,364 Work in process 11,702 11,675 Raw materials 7,489 5,823 $ 53,411 $ 49,862 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment balances and corresponding lives were as follows: June 30, 2015 December 31, 2014 Useful Lives (In thousands) Leasehold improvement $ 5,467 $ 4,262 1-20 years Machinery and production equipment 6,993 5,810 3-20 years Instrument sets 21,411 22,122 4-5 years Information systems & hardware 5,007 1,720 1-7 years Furniture & fixtures 1,114 657 1-15 years Construction in progress 9,028 8,789 Total 49,020 43,360 Less accumulated depreciation (27,934 ) (27,000 ) Property, plant and equipment, net $ 21,086 $ 16,360 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Company's Identifiable Intangible Assets | The components of the Company’s identifiable intangible assets were as follows: June 30, 2015 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Completed technology 12 years $ 30,419 $ (17,887 ) $ 12,532 Customer relationships 12 years 56,830 (26,525 ) 30,305 Trademarks/brand names — 300 (300 ) — $ 87,549 $ (44,712 ) $ 42,837 December 31, 2014 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Completed technology 12 years $ 30,419 $ (16,582 ) $ 13,837 Customer relationships 12 years 56,830 (23,963 ) 32,867 Trademarks/brand names — 300 (300 ) — Non-Compete agreements 4 years 1,900 (1,713 ) 187 $ 89,449 $ (42,558 ) $ 46,891 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | The following table provides a summary of the Company’s effective tax rate: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Reported tax rate (9.6 )% (7.8 )% (9.6 )% (21.2 )% |
SEGMENT AND GEOGRAPHIC INFORM25
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Total Revenue By Major Geographic Area | Revenue consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) Orthobiologics $ 17,026 $ 16,787 $ 33,127 $ 33,024 Spinal fusion hardware 16,435 18,979 32,648 36,917 Total Revenues $ 33,461 $ 35,766 $ 65,775 $ 69,941 The Company attributes revenues to geographic areas based on the location of the customer. Total revenue by major geographic area consisted of the following: Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 (In thousands) United States $ 29,580 $ 32,233 $ 58,942 $ 62,788 International 3,881 3,533 6,833 7,153 Total Revenues $ 33,461 $ 35,766 $ 65,775 $ 69,941 |
BUSINESS (Details)
BUSINESS (Details) | Jul. 01, 2015 |
Subsequent Event | |
Class of Stock [Line Items] | |
Conversion ratio | 0.3333 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | $ (17,685) | $ (5,429) | $ (27,583) | $ (10,988) |
Pro Forma | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net loss | $ (17,685) | $ (5,429) | $ (27,583) | $ (10,988) |
Earnings per share attributable to SeaSpine, Basic and diluted (in dollars per share) | $ (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 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2015 | Jul. 01, 2015 | Dec. 31, 2014 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cash | $ 13,017 | $ 652 | |
Inventory Adjustment | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Adjustment | $ 700 | ||
Subsequent Event | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Cash | $ 47,000 |
TRANSACTIONS WITH INTEGRA - Nar
TRANSACTIONS WITH INTEGRA - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Purchases | $ 3,151 | $ (1,991) | ||
Share-based compensation | 197 | 310 | ||
Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Purchases | $ 1,400 | $ 400 | 2,500 | 900 |
Share-based compensation | $ 300 | $ 300 | $ 600 | $ 600 |
TRANSACTIONS WITH INTEGRA - All
TRANSACTIONS WITH INTEGRA - Allocated Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Cost of goods sold | $ 14,506 | $ 15,200 | $ 27,107 | $ 27,795 |
Selling, general and administrative | 31,660 | 22,248 | 56,711 | 44,256 |
Research and development | 2,027 | 1,956 | 3,609 | 4,148 |
Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Cost of goods sold | 244 | 331 | 488 | 652 |
Selling, general and administrative | 4,383 | 5,328 | 8,633 | 9,762 |
Research and development | 148 | 141 | 253 | 251 |
Total Allocated Costs | $ 4,775 | $ 5,800 | $ 9,374 | $ 10,665 |
TRANSACTIONS WITH INTEGRA - Int
TRANSACTIONS WITH INTEGRA - Integra Net Investment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Related Party Transaction [Line Items] | ||||
Net increase (decrease) in Integra investment | $ 43,149 | $ (1,363) | ||
Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net increase (decrease) in Integra investment | $ 68,774 | $ (46) | 73,246 | 128 |
Cash pooling and general financing activities | Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net increase (decrease) in Integra investment | 35,051 | (6,057) | 34,361 | (10,900) |
Corporate Allocations (excluding non-cash adjustments) | Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net increase (decrease) in Integra investment | 4,436 | 4,958 | 8,787 | 9,537 |
Total Integra net investment in financing activities within cash flow statement | Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net increase (decrease) in Integra investment | 39,487 | (1,099) | 43,148 | (1,363) |
Non-cash adjustments | Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net increase (decrease) in Integra investment | 29,470 | 1,011 | 29,806 | 1,437 |
Foreign exchange impact | Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Net increase (decrease) in Integra investment | $ (183) | $ 42 | $ 292 | $ 54 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventories, net (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory, Net [Abstract] | ||
Finished goods | $ 34,220 | $ 32,364 |
Work in process | 11,702 | 11,675 |
Raw materials | 7,489 | 5,823 |
Inventories, net | $ 53,411 | $ 49,862 |
PROPERTY, PLANT AND EQUIPMENT33
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | ||
Total | $ 49,020 | $ 43,360 |
Less accumulated depreciation | (27,934) | (27,000) |
Property, plant and equipment, net | 21,086 | 16,360 |
Leasehold improvement | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 5,467 | 4,262 |
Leasehold improvement | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 1 year | |
Leasehold improvement | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 20 years | |
Machinery and production equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 6,993 | 5,810 |
Machinery and production equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 3 years | |
Machinery and production equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 20 years | |
Instrument sets | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 21,411 | 22,122 |
Instrument sets | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 4 years | |
Instrument sets | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 5 years | |
Information systems & hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 5,007 | 1,720 |
Information systems & hardware | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 1 year | |
Information systems & hardware | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 7 years | |
Furniture & fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 1,114 | 657 |
Furniture & fixtures | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 1 year | |
Furniture & fixtures | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives (in years) | 15 years | |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 9,028 | $ 8,789 |
IDENTIFIABLE INTANGIBLE ASSETS
IDENTIFIABLE INTANGIBLE ASSETS - Components of Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 87,549 | $ 89,449 |
Accumulated Amortization | (44,712) | (42,558) |
Net | $ 42,837 | $ 46,891 |
Completed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (in years) | 12 years | 12 years |
Cost | $ 30,419 | $ 30,419 |
Accumulated Amortization | (17,887) | (16,582) |
Net | $ 12,532 | $ 13,837 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (in years) | 12 years | 12 years |
Cost | $ 56,830 | $ 56,830 |
Accumulated Amortization | (26,525) | (23,963) |
Net | $ 30,305 | $ 32,867 |
Trademarks/brand names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (in years) | ||
Cost | $ 300 | $ 300 |
Accumulated Amortization | (300) | (300) |
Net | $ 0 | $ 0 |
Non-Compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life (in years) | 4 years | |
Cost | $ 1,900 | |
Accumulated Amortization | (1,713) | |
Net | $ 187 |
IDENTIFIABLE INTANGIBLE ASSET35
IDENTIFIABLE INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Annual amortization expense expected to approximate in 2015 | $ 5,300 | $ 5,300 | ||
Annual amortization expense expected to approximate in 2016 | 4,300 | 4,300 | ||
Annual amortization expense expected to approximate in 2017 | 3,200 | 3,200 | ||
Annual amortization expense expected to approximate in 2018 | 3,200 | 3,200 | ||
Annual amortization expense expected to approximate in 2019 | 3,200 | 3,200 | ||
Intangible asset amortization | 1,357 | $ 1,378 | 2,754 | $ 2,777 |
Completed technology | Cost of goods sold | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization | $ 700 | $ 700 | $ 1,300 | $ 1,300 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Detail) - Jun. 30, 2015 - Restricted Stock Awards and Performance Stock - USD ($) $ in Millions | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Requisite service periods of awards (in years) | 3 years |
Total unrecognized compensation costs | $ 0.7 |
Recognition period (in years) | 2 years |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Reported tax rate (as a percent) | (9.60%) | (7.80%) | (9.60%) | (21.20%) |
INCOME TAXES - Summary of Effec
INCOME TAXES - Summary of Effective Tax Rate (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Reported tax rate (as a percent) | (9.60%) | (7.80%) | (9.60%) | (21.20%) |
SEGMENT AND GEOGRAPHIC INFORM39
SEGMENT AND GEOGRAPHIC INFORMATION - Narrative (Detail) | 6 Months Ended |
Jun. 30, 2015product | |
Segment Reporting [Abstract] | |
Number of product categories | 2 |
SEGMENT AND GEOGRAPHIC INFORM40
SEGMENT AND GEOGRAPHIC INFORMATION - Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 33,461 | $ 35,766 | $ 65,775 | $ 69,941 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 29,580 | 32,233 | 58,942 | 62,788 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,881 | 3,533 | 6,833 | 7,153 |
Orthobiologics | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 17,026 | 16,787 | 33,127 | 33,024 |
Spinal fusion hardware | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 16,435 | $ 18,979 | $ 32,648 | $ 36,917 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) - USD ($) $ in Thousands | Jul. 01, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||
Cash | $ 13,017 | $ 652 | |
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Cash | $ 47,000 |