Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 23, 2018 | |
Document Documentand Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 14,743,029 |
CONDENSED COMBINED STATEMENT OF
CONDENSED COMBINED STATEMENT OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Total revenue, net | $ 36,409 | $ 34,196 | $ 69,584 | $ 66,090 |
Cost of goods sold | 14,560 | 13,994 | 26,739 | 27,166 |
Gross profit | 21,849 | 20,202 | 42,845 | 38,924 |
Selling, general and administrative | 25,432 | 24,249 | 49,899 | 48,219 |
Research and development | 2,791 | 3,344 | 5,580 | 6,394 |
Intangible amortization | 792 | 792 | 1,584 | 1,584 |
Total operating expenses | 29,015 | 28,385 | 57,063 | 56,197 |
Operating loss | (7,166) | (8,183) | (14,218) | (17,273) |
Other (expense) income, net | (157) | 185 | (137) | 172 |
Loss before income taxes | (7,323) | (7,998) | (14,355) | (17,101) |
Provision for income taxes | 38 | 45 | 111 | 45 |
Net loss | $ (7,361) | $ (8,043) | $ (14,466) | $ (17,146) |
Net loss per share, basic and diluted | $ (0.50) | $ (0.68) | $ (1.01) | $ (1.46) |
Weighted average shares used to compute basic and diluted net loss per share | 14,590 | 11,888 | 14,339 | 11,705 |
CONDENSED COMBINED STATEMENTS O
CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE LOSS Statement - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (7,361) | $ (8,043) | $ (14,466) | $ (17,146) |
Foreign currency translation adjustments | (421) | 320 | (181) | 401 |
Comprehensive loss | $ (7,782) | $ (7,723) | $ (14,647) | $ (16,745) |
CONDENSED COMBINED BALANCE SHEE
CONDENSED COMBINED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 13,263 | $ 10,788 |
Trade accounts receivable, net of allowances of $474 and $466 | 20,894 | 21,872 |
Inventories | 42,449 | 41,721 |
Prepaid expenses and other current assets | 2,397 | 2,037 |
Total current assets | 79,003 | 76,418 |
Property, plant and equipment, net | 22,791 | 22,063 |
Intangible assets, net | 31,960 | 35,207 |
Other assets | 757 | 786 |
Total assets | 134,511 | 134,474 |
Current liabilities: | ||
Accounts payable, trade | 10,404 | 7,385 |
Accrued compensation | 4,134 | 5,833 |
Accrued commissions | 5,171 | 5,793 |
Contingent consideration liabilities | 917 | 207 |
Other accrued expenses and current liabilities | 4,093 | 3,939 |
Total current liabilities | 24,719 | 23,157 |
Long-term borrowings under credit facility | 4,000 | 0 |
Contingent consideration liabilities | 2,734 | 4,228 |
Other liabilities | 1,496 | 1,436 |
Total liabilities | 32,949 | 28,821 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value; 15,000 authorized; no shares issued and outstanding at June 30, 2018 and December 31, 2017 | 0 | 0 |
Common stock, $0.01 par value; 60,000 authorized; 14,735 and 13,508 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively | 147 | 135 |
Additional paid-in capital | 217,388 | 206,844 |
Accumulated other comprehensive income | 1,769 | 1,950 |
Accumulated deficit | (117,742) | (103,276) |
Total stockholders' equity | 101,562 | 105,653 |
Total liabilities and stockholders' equity | $ 134,511 | $ 134,474 |
CONDENSED COMBINED BALANCE SHE5
CONDENSED COMBINED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for trade accounts receivable | $ 474 | $ 466 |
Preferred Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Preferred Stock, Shares Authorized | 15,000,000 | 15,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 60,000,000 | 60,000,000 |
Common Stock, Shares, Issued | 14,535,000 | 13,508,000 |
Common Stock, Shares, Outstanding | 14,535,000 | 13,508,000 |
CONDENSED COMBINED STATEMENTS 6
CONDENSED COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (14,466) | $ (17,146) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,269 | 5,442 |
Instrument replacement expense | 920 | 724 |
Provision for excess and obsolete inventories | 1,522 | 2,797 |
Amortization of debt issuance costs | 69 | 69 |
Deferred income tax provision | 63 | 51 |
Stock-based compensation | 1,778 | 2,708 |
(Gain) loss from change in fair value of contingent consideration liabilities | (717) | 345 |
Changes in assets and liabilities: | ||
Accounts receivable | 865 | (553) |
Inventories | (2,077) | 937 |
Prepaid expenses and other current assets | (364) | (1,310) |
Other non-current assets | (112) | (10) |
Accounts payable | 2,643 | 177 |
Accrued commissions | (620) | 403 |
Other accrued expenses and current liabilities | (1,715) | 1,384 |
Other non-current liabilities | 157 | 42 |
Net cash used in operating activities | (6,785) | (3,940) |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (3,402) | (2,973) |
Additions to technology assets | 0 | (200) |
Net cash used in investing activities | (3,402) | (3,173) |
FINANCING ACTIVITIES: | ||
Borrowings under credit facility | 4,000 | 0 |
Repayments of short-term debt | (445) | |
Proceeds from issuance of common stock- employee stock purchase plan | 546 | 453 |
Proceeds from issuance of common stock, net of offering costs- ATM transactions | 8,514 | 4,566 |
Proceeds from exercise of stock options | 250 | 35 |
Repurchases of common stock for income tax withheld upon vesting of restricted stock awards and restricted stock units | (532) | (46) |
Payment of contingent consideration liabilities in connection with acquisition of business | (67) | 0 |
Net cash provided by financing activities | 12,711 | 4,563 |
Effect of exchange rate changes on cash and cash equivalents | (49) | 271 |
Net change in cash and cash equivalents | 2,475 | (2,279) |
Cash and cash equivalents at beginning of period | 10,788 | 14,566 |
Cash and cash equivalents at end of period | 13,263 | |
Non-cash operating activities: | ||
Settlement of bonus in payment of restricted stock units | 0 | 970 |
Non-cash investing activities: | ||
Property and equipment in liabilities | 1,564 | 2,275 |
Settlement of contingent closing consideration liabilities with stock issuance in connection with acquisition of business | $ 0 | $ 2,548 |
CONDENSED COMBINED STATEMENT O7
CONDENSED COMBINED STATEMENT OF EQUITY Statement - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] |
Beginning Balance, Shares, Outstanding at December 31, 2017 at Dec. 31, 2017 | 13,508,000 | 13,508,000 | |||
Beginning Balance at December 31, 2017 at Dec. 31, 2017 | $ 105,653 | $ 135 | $ 206,844 | $ 1,950 | $ (103,276) |
Net loss | (14,466) | (14,466) | |||
Foreign currency translation adjustment | (181) | (181) | |||
Issuance of common stock upon vesting of restricted stock units | 246,000 | ||||
Issuance of common stock upon vesting of restricted stock units | 0 | $ 2 | (2) | ||
Issuance of common stock under employee stock purchase plan | 81,000 | ||||
Issuance of common stock under employee stock purchase plan | 546 | $ 1 | 545 | ||
Issuance of common stock, net of offering costs- ATM transactions | 882,000 | ||||
Issuance of common stock, net of offering costs- ATM transactions | 8,514 | $ 9 | 8,505 | ||
Issuance of common stock- exercise of stock options | 20,000 | ||||
Issuance of common stock- exercise of stock options | 250 | $ 0 | 250 | ||
Repurchases of common stock for income tax withheld upon vesting of restricted stock awards and restricted stock units | (2,000) | ||||
Repurchases of common stock for income tax withheld upon vesting of restricted stock awards and restricted stock units | (532) | (532) | |||
Stock-based compensation | $ 1,778 | 1,778 | |||
Ending Balance, Shares, Outstanding June 30, 2018 at Jun. 30, 2018 | 14,535,000 | 14,735,000 | |||
Ending Balance at June 30, 2018 at Jun. 30, 2018 | $ 101,562 | $ 147 | $ 217,388 | $ 1,769 | $ (117,742) |
BUSINESS
BUSINESS | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS AND BASIS OF PRESENTATION Business SeaSpine Holdings Corporation was incorporated in Delaware on February 12, 2015 in connection with the spin-off of the orthobiologics and spinal implant business of Integra LifeSciences Holdings Corporation, a diversified medical technology company. The spin-off occurred on July 1, 2015. Unless the context indicates otherwise, (i) references to "SeaSpine" or the "Company" refer to SeaSpine Holdings Corporation and its wholly-owned subsidiaries, and (ii) references to "Integra" refer to Integra LifeSciences Holdings Corporation and its subsidiaries other than SeaSpine. Basis of Presentation and Principles of Consolidation The Company prepared the unaudited interim condensed consolidated financial statements included in this report in accordance with accounting principles generally accepted in the U.S. (GAAP) for interim financial information and the rules and regulations of the Securities and Exchange Commission (SEC) related to quarterly reports on Form 10-Q. The Company’s financial statements are presented on a consolidated basis. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. The unaudited interim condensed consolidated financial statements do not include all information and disclosures required by GAAP for annual audited financial statements and should be read with the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the unaudited interim condensed consolidated financial statements included in this report have been prepared on the same basis as the Company's audited consolidated financial statements and include all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations, cash flows, and statement of equity for periods presented. The results for the three and six months ended June 30, 2018 are not necessarily indicative of the results expected for the full year. The condensed consolidated balance sheet as of December 31, 2017 was derived from the audited consolidated financial statements for the year ended December 31, 2017. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates Preparing consolidated financial statements in conformity with GAAP 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 other credits, net realizable value of inventories, discount rates and estimated projected cash flows used to value and test impairments of identifiable intangible and long-lived assets, assumptions related to the timing and probability of product launch dates, discount rates matched to the estimated timing of payments, probability of success rates and discount adjustments on the related cash flows for contingent considerations in business combinations, depreciation and amortization periods for identifiable intangible and long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation and loss contingencies. These estimates are based on historical experience and on various other assumptions believed to be reasonable under the current circumstances. Actual results could differ from these estimates. Recent Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” (EGC) under the Jumpstart Our Business Startups (JOBS) Act and elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, which permits EGCs to defer compliance with new or revised accounting standards (the EGC extension) until non-issuers must comply with such standards. Accordingly, so long as the Company continues to qualify as an EGC, the Company will not have to adopt or comply with new or revised accounting standards until non-issuers must adopt or comply with such standards. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU or Update) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The new standard provides a five-step approach to be applied to all contracts with customers. The new standard also requires expanded disclosure about revenue recognition. The new standard as amended by ASU 2015-14, ASU 2016-10 and ASU 2016-12, will be effective for the Company beginning on January 1, 2019. The Company performed a preliminary assessment of the impact of this new standard on its consolidated financial statements. In assessing the impact, the Company has outlined all revenue streams, and has considered the five steps outlined in the standard for product sales, from which substantially all the Company's revenue is generated. The Company plans to adopt the new standard using the modified retrospective method. The Company will continue to evaluate the future impact of the new standard throughout 2018. In February 2016, the FASB issued Update No. 2016-02, Leases (Topic 842) . The new standard requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than twelve months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new standard must be adopted using the modified retrospective approach. The standard will be effective for the Company beginning on January 1, 2020 with early adoption permitted. The Company does not plan to early adopt and expects to apply the transition practical expedients allowed by the standard. In July 2018, the FASB issued Update No. 2018-10, Codification Improvements to Topic 842 (Leases). The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU 2016-02 and have the same effective date and transition requirements as ASU 2016-02. Note 10 to the Condensed Consolidated Financial Statements provides details on the Company’s current lease arrangements. While the Company continues to evaluate the impact of this new standard on its consolidated financial statements, the Company currently expects the primary impact will be to record right-of-use assets and lease liabilities for existing operating leases in the consolidated balance sheets. The Company does not currently expect the adoption of this new standard to have a material impact on its consolidated results of operations or cash flows. In August 2016, the FASB issued Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This new standard addresses eight specific cash flow issues related to cash receipts and cash payments with the objective of reducing the existing diversity of presentation and classification in the statement of cash flows. The new standard will be effective for the Company beginning on January 1, 2019. Early adoption is permitted and should be applied using a retrospective transition method to each period presented. The Company is evaluating the impact of this standard on its consolidated cash flow statement. In June 2018, the FASB issued Update No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update will require an entity to apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. The new standard will be effective for the Company beginning on January 1, 2020. Early adoption is permitted but no earlier than an entity's adoption date of Topic 606. The Company is evaluating the impact of this standard on its consolidated financial statements. Recently Adopted Accounting Standards In May 2017, the FASB issued Update No. 2017-09, Compensation- Stock Compensation (Topic 718): Scope of Modification Accounting. The new standard provides guidance regarding which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The new standard was effective for the Company beginning on January 1, 2018. Adoption of this new guidance had no impact on the Company’s consolidated financial statements. Net Loss Per Share Basic and diluted net loss per share was calculated using the weighted-average number of shares of common stock outstanding during the period. The weighted average number of shares used to compute diluted net loss per share excludes any assumed exercise of stock options, any assumed issuance of common stock under restricted stock awards and units, and any assumed issuances under the employee stock purchase plan, as the effect, in each case, would be antidilutive. Common stock equivalents of 3.5 million and 3.4 million shares for the six months ended June 30, 2018 , and 2017 , respectively, were excluded from the calculation because of their antidilutive effect. |
TRANSACTIONS WITH INTEGRA
TRANSACTIONS WITH INTEGRA | 6 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions [Abstract] | |
TRANSACTIONS WITH INTEGRA | TRANSACTIONS WITH INTEGRA Prior to the spin-off, and pursuant to certain supply agreements subsequent to the spin-off, SeaSpine purchased a portion of raw materials and finished goods from Integra for SeaSpine's Mozaik family of products, and SeaSpine contract manufactured certain finished goods for Integra. The Company's purchases of raw materials and Mozaik product finished goods from Integra totaled $0.3 million and $0.3 million for the three months ended June 30, 2018 and 2017 , respectively, and $0.5 million and $0.3 million for the six months ended June 30, 2018 and 2017 , respectively. The amount of the Company's sale of finished goods to Integra under its contract manufacturing arrangement was immaterial for the three months ended June 30, 2018 and $0.2 million for the same period in 2017 , and $0.1 million and $0.4 million , respectively, for the six months ended June 30, 2018 and 2017 . |
DEBT AND INTEREST
DEBT AND INTEREST | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | DEBT AND INTEREST Credit Agreement In December 2015, the Company entered into a three -year credit facility with Wells Fargo Bank, National Association, which was amended in October 2016 (as amended, the Credit Facility). The Credit Facility provides an asset-backed revolving line of credit of up to $30.0 million . Until the Credit Facility was amended and restated in July 2018 as discussed below, its maturity date was December 24, 2018, which was subject to a one-time, one -year extension at the Company's election. In connection with the Credit Facility, the Company was required to become a guarantor and to provide a security interest in substantially all its assets for the benefit of the counterparty. In June 2018, the Company borrowed $4.0 million from the revolving Credit Facility. The Company elected to have the LIBOR rate apply to the amount borrowed with an interest period of six months commencing on June 28, 2018. At June 30, 2018, $4.0 million in total debt was outstanding, and the Company had $17.0 million of current borrowing capacity, under the Credit Facility. As of June 30, 2018 the effective interest rate on our borrowings was 5.00%. There were no amounts outstanding under the Credit Facility at December 31, 2017 . Debt issuance costs and legal fees related to the Credit Facility totaling $0.4 million were recorded as a deferred asset and are being amortized ratably over the term of the arrangement. In July 2018, the Credit Facility was amended and restated (as amended and restated, the A&R Credit Facility) to extend the maturity date to July 27, 2021, which maturity date is subject to a one-time, one-year extension at the Company's election. In addition, under the A&R Credit Facility, at any time through July 27, 2020, the Company may increase the $30.0 million borrowing limit by up to an additional $10.0 million , subject to the Company having sufficient amounts of eligible accounts receivable and inventory and to customary conditions precedent, including obtaining the commitment of lenders to provide such additional amount. As a result of the extension of the maturity date, the amount due under the A&R Credit Facility has been classified as long-term on the condensed consolidated balance sheet as of June 30, 2018. Borrowings under the A&R Credit Facility accrue interest at the rate then applicable to base rate loans (as customarily defined), unless and until converted into LIBOR rate loans (as customarily defined) in accordance with the A&R Credit Facility. Borrowings bear interest at a floating annual rate equal to (a) during any month for which the Company's average excess availability (as customarily defined) is greater than $20.0 million , (i) base rate plus 1.25 percentage points for base rate loans and (ii) LIBOR rate plus 2.25 percentage points for LIBOR rate loans, (b) during any month for which the Company's average excess availability is greater than $10.0 million but less than or equal to $20.0 million , (i) base rate plus 1.50 percentage points for base rate loans and (ii) LIBOR rate plus 2.50 percentage points for LIBOR rate loans and (c) during any month for which the Company's average excess availability is less than or equal to $10.0 million , (i) base rate plus 1.75 percentage points for base rate loans and (ii) LIBOR rate plus 2.75 percentage points for LIBOR rate loans. The Company will also pay an unused line fee based on the average amount borrowed under the A&R Credit Facility for the most recently completed month. If such average amount is 25% or greater of the maximum borrowing capacity, the unused fee will be equal to 0.375% per annum of the amount unused under the A&R Credit Facility, and if such average amount is less than 25%, the unused line fee will be equal to 0.50% per annum of the amount unused under the A&R Credit Facility. The unused line fee is due on the first day of each month. The A&R Credit Facility contains various customary affirmative and negative covenants, including prohibiting the Company from incurring indebtedness without the lender’s consent. The A&R Credit Facility also includes a financial covenant that requires the Company to maintain a minimum fixed charge coverage ratio of 1.10 to 1.00 for the applicable measurement period, if the Company's Total Liquidity (as defined in the A&R Credit Facility) is less than $5.0 million . The Company was in compliance with all applicable covenants at June 30, 2018 . The A&R Credit Facility also includes customary events of default, including events of default relating to non-payment of amounts due under the A&R Credit Facility, material inaccuracy of representations and warranties, violation of covenants, bankruptcy and insolvency, failure to comply with health care laws, violation of certain of the Company’s existing agreements, and the occurrence of a change of control. Under the A&R Credit Facility, if an event of default occurs, the lender will have the right to terminate the commitments and accelerate the maturity of any loans outstanding. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2018 | |
Inventory, Net [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of: June 30, 2018 December 31, 2017 (In thousands) Finished goods $ 27,634 $ 31,008 Work in process 9,985 6,909 Raw materials 4,830 3,804 $ 42,449 $ 41,721 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2018 | |
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 obtained for internal use is accounted for in accordance with the Accounting Standards Codification (ASC) 350-40, Internal-Use Software. The cost of purchased spinal instruments which the Company consigns to hospitals and independent sales agents to support surgeries is initially capitalized as construction in progress. The amount is either then reclassified to spinal instruments and sets and depreciation is initiated when instruments are put together in a newly built set with spinal implants, or directly expensed for the instruments used to replace damaged instruments in an existing set. The depreciation expense and direct expense for replacement instruments are recorded in selling, general and administrative expense. Property, plant and equipment balances and corresponding useful lives were as follows: June 30, 2018 December 31, 2017 Useful Lives (In thousands) Leasehold improvement $ 5,625 $ 5,312 Lease Term Machinery and production equipment 7,649 7,030 3-10 years Spinal instruments and sets 21,337 20,340 5 years Information systems and hardware 7,497 7,375 3-7 years Furniture and fixtures 1,246 991 3-5 years Construction in progress 7,914 8,136 Total 51,268 49,184 Less accumulated depreciation and amortization (28,477 ) (27,121 ) Property, plant and equipment, net $ 22,791 $ 22,063 Depreciation expenses totaled $1.0 million and $1.0 million for the three months ended June 30, 2018 and 2017 , respectively, and $2.0 million and $2.0 million for the six months ended June 30, 2018 and 2017 , respectively. The cost of purchased instruments used to replace damaged instruments in existing sets and recorded directly to instrument replacement expense totaled $0.6 million and $0.2 million for the three months ended June 30, 2018 and 2017 , respectively, and $0.9 million and $0.7 million for the six months ended June 30, 2018 and 2017 , respectively. |
IDENTIFIABLE INTANGIBLE ASSETS
IDENTIFIABLE INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2018 | |
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: June 30, 2018 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Product technology 12 years $ 40,769 $ (27,490 ) $ 13,279 Customer relationships 12 years 56,830 (38,149 ) 18,681 Trademarks/brand names — 300 (300 ) — $ 97,899 $ (65,939 ) $ 31,960 December 31, 2017 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Product technology 12 years $ 40,769 $ (25,827 ) $ 14,942 Customer relationships 12 years 56,830 (36,565 ) 20,265 Trademarks/brand names — 300 (300 ) — $ 97,899 $ (62,692 ) $ 35,207 Annual amortization expense (including amounts reported in cost of goods sold) is expected to be approximately $6.5 million in 2018 , $5.8 million in 2019 , $4.9 million in 2020 , $4.9 million in 2021 and $4.8 million in 2022 . For the three months ended June 30, 2018 and 2017 , amortization expense totaled $1.6 million and $1.7 million , respectively, and included $0.8 million and $0.9 million , respectively, of amortization of product technology intangible assets that is presented within cost of goods sold. Amortization expense totaled $3.2 million and $3.4 million for the six months ended June 30, 2018 and 2017 , respectively, and included $1.7 million and $1.8 million , respectively, of amortization of product technology intangible assets that is presented within cost of goods sold. |
FAIR VALUE MEASUREMENTS (Notes)
FAIR VALUE MEASUREMENTS (Notes) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | FAIR VALUE MEASUREMENTS The Company is obligated to pay up to $5.0 million in milestone payments in connection with the August 2016 purchase of certain assets of N.L.T Spine Ltd. (NLT) and NLT Spine, Inc., a wholly owned subsidiary of NLT, payable at the Company's election in cash or in shares of its common stock. Such milestone payments are contingent on the Company's achievement of four independent events related to the commercialization of the product technologies the Company acquired in the transaction. Additionally, the Company must pay royalty payments, in cash, to NLT equal to declining (over time) percentages of the Company’s future net sales of certain of the acquired product technologies not to exceed $43.0 million in the aggregate. The Company has the option to terminate any future obligation to make royalty payments by making a one-time cash payment to NLT of $18.0 million . The fair values of the Company’s assets and liabilities, including contingent consideration liabilities mentioned above, are measured at fair value on a recurring basis, and are determined under the fair value categories as follows (in thousands): Total Quoted Price in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2018: Contingent consideration liabilities- current $ 917 $ — $ — $ 917 Contingent consideration liabilities- non-current 2,734 — — 2,734 Total contingent consideration $ 3,651 $ — $ — $ 3,651 December 31, 2017: Contingent consideration liabilities- current $ 207 $ — $ — $ 207 Contingent consideration liabilities- non-current 4,228 — — 4,228 Total contingent consideration $ 4,435 $ — $ — $ 4,435 Contingent consideration liabilities are classified within Level 3 of the fair value hierarchy because they use significant unobservable inputs. For those liabilities, fair value is determined using a probability-weighted discounted cash flow model and significant inputs which are not observable in the market. The significant inputs include assumptions related to the timing and probability of the product launch dates, estimated future sales of the products, discount rates matched to the timing of payments, and probability of success rates. The following table sets forth the changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3). The gain or loss from change in fair value of contingent milestone and royalty payments results from updated estimated timing of payments, probability of success rates, the passage of time, updated discount rates matched to the estimated timing of payments, actual net sales of certain products for the three and six months ended June 30, 2018 , and estimated net sales for future royalty payment periods. Future changes in estimated timing of payments, probability of success rates, or estimated net sales for upcoming royalty payment periods would be expected to have a material impact on the fair value of contingent milestone and royalty payments. Three Months Ended June 30, 2018: (in thousands) Balance as of March 31, 2018 $ 4,470 Contingent consideration liabilities settled (28 ) Gain from change in fair value of contingent consideration recorded in selling, general and administrative expenses (791 ) Fair value at June 30, 2018 $ 3,651 Six Months Ended June 30, 2018: (in thousands) Balance as of January 1, 2018 $ 4,435 Contingent consideration liabilities settled (67 ) Gain from change in fair value of contingent consideration recorded in selling, general and administrative expenses (717 ) Fair value at June 30, 2018 $ 3,651 |
EQUITY AND STOCK-BASED COMPENSA
EQUITY AND STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | EQUITY AND STOCK-BASED COMPENSATION Common Stock On January 31, 2017, the Company issued 350,000 shares of common stock to NLT as the settlement of contingent closing consideration pursuant to the terms of the asset purchase agreement entered into with NLT in August 2016. The total fair value of such shares was $2.5 million at issuance. In August 2016, the Company entered into an equity distribution agreement (Distribution Agreement) with Piper Jaffray & Co. (Piper Jaffray), pursuant to which the Company may offer and sell shares of its common stock in “at the market” (ATM) offerings (as defined in Rule 415 of the Securities Act of 1933, as amended) having an aggregate offering price up to $25.0 million in gross proceeds from time to time through Piper Jaffray acting as sales agent. The shares offered and sold under the Distribution Agreement are covered by a registration statement on Form S-3 that was declared effective on August 24, 2016. Under the Distribution Agreement, during the six months ended June 30, 2018 , the Company sold 882,332 shares of common stock at an average price per share of $10.00 and received net proceeds of approximately $8.5 million (net of $0.3 million of offering costs). The Company has consumed the $25.0 million in capacity under this Distribution agreement as of June 30, 2018 . The Company intends to continue using the net proceeds for general corporate purposes, including sales and marketing expenditures aimed at growing its business, research and development expenditures focused on product development, and investments in inventory and spinal instruments and sets. In May 2018, the Company entered into another equity distribution agreement with Piper Jaffray (the May 2018 Distribution Agreement), pursuant to which the Company may offer and sell shares of its common stock in ATM offerings having an aggregate offering price up to $50.0 million in gross proceeds from time to time through Piper Jaffray acting as sales agent. The shares offered and sold under the May 2018 Distribution Agreement are covered by a registration statement on Form S-3 that was declared effective on August 24, 2016. The Company did not sell any shares of common stock under the May 2018 Distribution Agreement during the six months ended June 30, 2018 . Future sales, if any, will depend on a variety of factors including, but not limited to, market conditions, the trading price of the Company's common stock and the Company's capital needs. The Company intends to use any net proceeds for general corporate purposes, including sales and marketing expenditures aimed at growing its business, research and development expenditures focused on product development, and investments in inventory and spinal instruments and sets. Equity Award Plans As of June 30, 2015, Integra had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock units outstanding under three plans, the 2000 Equity Incentive Plan, the 2001 Equity Incentive Plan, and the 2003 Equity Incentive Plan. In connection with the spin-off, Integra equity awards granted to individuals who became employees of SeaSpine were converted to equity awards denominated in SeaSpine common stock. In general, each post-conversion award is subject to the same terms and conditions as were applicable to the pre-conversion award. In May 2015, the Company adopted the 2015 Incentive Award Plan, which was subsequently amended and restated with approval of the Company's stockholders (as amended and restated, the 2015 Plan). Under the 2015 Plan, the Company can grant its employees, non-employee directors and consultants incentive stock options and non-qualified stock options, restricted stock, performance stock, dividend equivalent rights, stock appreciation rights, stock payment awards and other incentive awards. The Company may issue up to 3,509,500 shares of its common stock in respect of awards granted under the 2015 Plan. On February 1, 2018, the Company's board of directors approved an amendment of the 2015 Plan, pursuant to which the share reserve was increased by 350,000 shares over the then-existing share reserve under the 2015 Plan, and on March 22, 2018, the Company's board of directors approved a further amendment and restatement of the 2015 Plan, pursuant to which (among other things) the share reserve was increased by an additional 2,376,000 shares, in each case subject to stockholder approval. The Company obtained stockholder approval on May 30, 2018. The aggregate number of shares that may be issued or transferred pursuant to awards under the Restated Plan is the sum of (1) the number of shares issuable upon exercise or vesting of the number of Integra equity awards converted to the Company's equity awards under the 2015 Plan as of the date of the spin-off and (2) 6,235,500 , which shares may be authorized but unissued shares, or shares purchased in the open market. As of June 30, 2018 , 2,607,768 shares were available for issuance under the Restated Plan. In 2016, the Company established the 2016 Employment Inducement Incentive Award Plan (the 2016 Inducement Plan), a broad-based incentive plan which allows for the issuance of stock-based awards, including non-qualified stock options, restricted stock awards, performance awards, restricted stock unit awards and stock appreciation rights, to any prospective officer or other employee who has not previously been an employee or director of the Company or an affiliate or who is commencing employment with the Company or an affiliate following a bona-fide period of non-employment by the Company or an affiliate. An aggregate of 1,000,000 shares are reserved for issuance under the 2016 Inducement Plan. The Company has not awarded any shares under the 2016 Inducement Plan as of June 30, 2018 . In June 2018, the Company established the 2018 Employment Inducement Incentive Award Plan (the 2018 Inducement Plan). The terms of the 2018 Plan are substantially similar to the terms of the Restated Plan with three principal exceptions: (1) incentive stock options may not be granted under the 2018 Inducement Plan; (2) there are no annual limits on awards that may be issued to an individual under the 2018 Inducement Plan; and (3) awards granted under the 2018 Inducement Plan are not required to be subject to any minimum vesting period. An aggregate of 2,000,000 shares are reserved under the 2018 Inducement Plan. Both the 2016 Inducement Plan and the 2018 Inducement Plan were adopted by the Company’s board of directors without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under either of those plans may only be made to an employee who has not previously been an employee or member of the Company's board of directors or of any board of directors of any parent or subsidiary of the Company, or following a bona fide period of non-employment by the Company or a parent or subsidiary, if he or she is granted such award in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. Forfeiture Rate Assumptions Stock-based compensation expense related to all equity awards includes an estimate for forfeitures. The expected forfeiture rate of all equity-based compensation is based on historical experience of pre-vesting forfeitures on awards and options by each homogenous group of shareowners. For awards and options granted to non-executive employees, the forfeiture rate is estimated to be 15% annually for the six months ended June 30, 2018 and 12% annually for the six months ended June 30, 2017 . There is no forfeiture rate applied to awards or options granted to non-employee directors or executive employees because their pre-vesting forfeitures are anticipated to be highly unlikely. As individual awards and options become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures. Restricted Stock Awards and Restricted Stock Units The Company expenses the fair value of restricted stock awards and of restricted stock units on an accelerated basis over the vesting period or requisite service period, whichever is shorter. During the three and six months ended June 30, 2018 there were 95,658 shares of restricted stock awards granted to non-employee directors, respectively, and 21,900 and 487,281 restricted stock units granted to employees, respectively. Of such restricted stock units granted to employees, 341,808 were granted, in part, out of the increase to the share reserve under the 2015 Plan adopted by the Company's board of directors on February 1, 2018, all of which were granted subject to stockholder approval of the Restated Plan (the Contingent RSUs). On May 30, 2018, the Company's stockholders approved the Restated Plan, and in accordance with the ASC 718, Compensation-Stock Compensation, the Company began recognizing the expense for the Contingent RSUs over the requisite service period. During the three and six months ended June 30, 2017 , the Company granted 116,628 and 120,610 shares of restricted stock awards to non-employee directors, respectively, and 13,153 and 743,955 restricted stock units to employees, respectively. Of such restricted stock units, 131,523 were granted in lieu of cash bonuses earned under the Company's annual incentive program for corporate and individual performance in 2016. As of June 30, 2018 , there was approximately $6.1 million of unrecognized compensation expense related to the unvested portions of restricted stock awards and of restricted stock units. This expense is expected to be recognized over a weighted-average period of approximately 1.6 years . Stock Options Stock option grants to employees generally have a requisite service period of four years, and stock option grants to non-employee directors generally have a requisite service period of one year. Both are subject to graded vesting. The Company records stock-based compensation expense associated with stock options on an accelerated basis over the applicable vesting period within each grant and based on their fair value at the date of grant using the Black-Scholes-Merton option pricing model. There were 5,000 and zero stock options granted during the three months ended June 30, 2018 and 2017, respectively, and 5,000 and 21,500 stock options granted during the six months ended June 30, 2018 and 2017 , respectively. The following weighted-average assumptions were used in the calculation of fair value for options granted during the period indicated. Three and Six Months Ended June 30, Three and Six Months Ended June 30, 2018 2017 Expected dividend yield 0 % 0 % Risk-free interest rate 2.8 % 2.0 % Expected volatility 25.8 % 35.7 % Expected term (in years) 5.1 5.1 The Company considered that it has never paid, and does not currently intend to pay, cash dividends. 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 term of the options. Due to the Company’s limited historical data, the expected volatility is calculated based upon the historical volatility of comparable companies in the medical device industry whose share prices are publicly available for a sufficient period of time. The expected term of "plain vanilla" options is calculated using the simplified method as prescribed by accounting guidance for stock-based compensation. A "plain vanilla" option is an option with the following characteristics: (1) the option is granted at-the-money; (2) exercisability is conditional only on satisfaction of a service condition through the vesting date; (3) employees who terminate their service prior to vesting forfeit the option; (4) employees who terminate their service after vesting are granted limited time to exercise their options; and (5) the option is nontransferable and non-hedgeable. The expected term of any other option is based on disclosures from similar companies with similar grants. As of June 30, 2018 , there was approximately $0.4 million of unrecognized compensation expense related to unvested stock options. This expense is expected to be recognized over a weighted-average period of approximately 0.8 years. Employee Stock Purchase Plan In May 2015, the Company adopted the SeaSpine Holdings Corporation 2015 Employee Stock Purchase Plan, which was amended in December 2015 (as amended, the ESPP). Under the ESPP, eligible employees may purchase shares of the Company’s common stock through payroll deductions of up to 15% of eligible compensation during an offering period. Generally, each offering period will be for twenty-four months as determined by the Company's board of directors. There are four six-month purchase periods in each offering period for contributions to be made and to be converted into shares at the end of the purchase period. In no event may an employee purchase more than 2,500 shares per purchase period based on the closing price on the first trading date of an offering period or more than $25,000 worth of stock during any calendar year. The purchase price for shares to be purchased under the ESPP is 85% of the lesser of the market price of the Company's common stock on the first trading date of an offering period or on any purchase date during an offering period (June 30 or December 31). The ESPP authorizes the issuance of up to 400,000 shares of common stock pursuant to purchase rights granted to employees. The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Internal Revenue Code of 1986, as amended. The ESPP contains a restart feature, such that if the market price of the stock at the end of any six-month purchase period is lower than the market price at the original grant date of an offering period, that offering period will terminate after that purchase date, and a new two-year offering period will commence on the January 1 or July 1 immediately following the date the original offering period terminated. This restart feature was triggered on the purchase date that occurred on December 31, 2016, such that the offering period that commenced on July 1, 2016 was terminated, and a new two-year offering period commenced on January 1, 2017 and is scheduled to end on December 31, 2018. The Company applied share-based payment modification accounting to the awards that were initially valued at the grant date to determine the amount of any incremental fair value associated with the modified awards. The impact to stock-based compensation expense for modifications during the six months ended June 30, 2018 was immaterial. During the six months ended June 30, 2018 and 2017 , there were 80,907 and 70,537 shares of common stock, respectively, purchased under the ESPP. The Company recognized $0.2 million and $0.3 million , respectively, in expense related to the ESPP for each of the six months ended June 30, 2018 and 2017 . The Company estimates the fair value of shares issued to employees under the ESPP using the Black-Scholes-Merton option-pricing model. The following weighted average assumptions were used in the calculation of fair value of shares under the ESPP at the grant date for the periods indicated: Three and Six Months Ended June 30, 2018 2017 Expected dividend yield 0 % 0 % Risk-free interest rate 1.8 % 1.0 % Expected volatility 27.7 % 28.5 % Expected term (in years) 1.3 1.3 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 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 the Company's operating leases at June 30, 2018 are as follows: Payments Due by Calendar Year (In thousands) 2018 $ 1,008 2019 2,130 2020 2,179 2021 2,221 2022 2,241 Thereafter 6,234 Total minimum lease payments $ 16,013 Total lease expense for the three months ended June 30, 2018 and 2017 was $0.5 million and $0.6 million , respectively, and $1.1 million and $1.1 million for the six months ended June 30, 2018 and 2017 , respectively. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table summarizes the Company’s effective tax rate for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Reported tax rate (0.5 )% (0.6 )% (0.8 )% (0.3 )% The Company recorded a provision for income tax expense for the three and six months ended June 30, 2018 primarily related to foreign and state operations. The Tax Cuts and Jobs Act (the Act) was enacted on December 22, 2017. The Act reduces the U.S. federal corporate rate from 35% to 21%, requires companies to pay a one-time transition tax on accumulated earnings of certain foreign subsidiaries previously deferred from tax and creates a new provision designed to tax global intangible low-taxed income (GILTI). The Company is not subject to the one-time transition tax on accumulated foreign earnings or the GILTI provisions enacted by the Act because the Company's foreign operations have been included in its US tax filings pursuant to an election to disregard its foreign entity for federal income tax purposes. In addition, for all periods presented, the pretax losses incurred by the consolidated U.S. tax group received no corresponding tax benefit because the Company has concluded that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance in the future. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 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 sold by the Company. Except for the royalties payable to NLT, the royalty payments that the Company made under these agreements are included in the condensed consolidated statements of operations as a component of cost of goods sold. The Company is subject to various legal proceedings in the ordinary course of its business with respect to its products, its current or former employees, and its commercial relationships, some of which have been settled by the Company. In the opinion of management, such proceedings 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. 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. While uncertainty exists, the Company does not believe there are any pending legal proceedings that would have a material impact on the Company’s financial position, cash flows or results of operations. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION Management assessed its segment reporting based on how it internally manages and reports the results of its business to its chief operating decision maker. Management reviews financial results, manages the business and allocates resources on an aggregate basis. Therefore, financial results are reported in a single operating segment: the development, manufacture and marketing of orthobiologics and spinal implants. The Company reports revenue in two product categories: orthobiologics and spinal implants. Orthobiologics products consist of a broad range of advanced and traditional bone graft substitutes that are designed to improve bone fusion rates following a wide range of orthopedic surgeries, including spine, hip and extremities procedures. The spinal implants portfolio consists of an extensive line of products to facilitate spinal fusion in minimally invasive surgery, complex spine, deformity and degenerative procedures. Revenue, net consisted of: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Orthobiologics $ 18,641 $ 17,615 $ 36,657 $ 34,740 Spinal implants 17,768 16,581 32,927 31,350 Total revenue, net $ 36,409 $ 34,196 $ 69,584 $ 66,090 The Company attributes revenues to geographic areas based on the location of the customer. Total revenue by major geographic area consisted of: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 United States $ 32,638 $ 30,353 $ 62,176 $ 58,964 International 3,771 3,843 7,408 7,126 Total revenue, net $ 36,409 $ 34,196 $ 69,584 $ 66,090 |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates Preparing consolidated financial statements in conformity with GAAP 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 other credits, net realizable value of inventories, discount rates and estimated projected cash flows used to value and test impairments of identifiable intangible and long-lived assets, assumptions related to the timing and probability of product launch dates, discount rates matched to the estimated timing of payments, probability of success rates and discount adjustments on the related cash flows for contingent considerations in business combinations, depreciation and amortization periods for identifiable intangible and long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation and loss contingencies. These estimates are based on historical experience and on various other assumptions believed to be reasonable under the current circumstances. Actual results could differ from these estimates. |
Recently Issued and Adopted Accounting Standards | Recent Accounting Standards Not Yet Adopted The Company qualifies as an “emerging growth company” (EGC) under the Jumpstart Our Business Startups (JOBS) Act and elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, which permits EGCs to defer compliance with new or revised accounting standards (the EGC extension) until non-issuers must comply with such standards. Accordingly, so long as the Company continues to qualify as an EGC, the Company will not have to adopt or comply with new or revised accounting standards until non-issuers must adopt or comply with such standards. In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU or Update) No. 2014-09, Revenue from Contracts with Customers (Topic 606) . The new standard provides a five-step approach to be applied to all contracts with customers. The new standard also requires expanded disclosure about revenue recognition. The new standard as amended by ASU 2015-14, ASU 2016-10 and ASU 2016-12, will be effective for the Company beginning on January 1, 2019. The Company performed a preliminary assessment of the impact of this new standard on its consolidated financial statements. In assessing the impact, the Company has outlined all revenue streams, and has considered the five steps outlined in the standard for product sales, from which substantially all the Company's revenue is generated. The Company plans to adopt the new standard using the modified retrospective method. The Company will continue to evaluate the future impact of the new standard throughout 2018. In February 2016, the FASB issued Update No. 2016-02, Leases (Topic 842) . The new standard requires lessees to recognize lease liabilities and corresponding right-of-use assets for all leases with lease terms of greater than twelve months. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. The new standard must be adopted using the modified retrospective approach. The standard will be effective for the Company beginning on January 1, 2020 with early adoption permitted. The Company does not plan to early adopt and expects to apply the transition practical expedients allowed by the standard. In July 2018, the FASB issued Update No. 2018-10, Codification Improvements to Topic 842 (Leases). The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously issued ASU 2016-02 and have the same effective date and transition requirements as ASU 2016-02. Note 10 to the Condensed Consolidated Financial Statements provides details on the Company’s current lease arrangements. While the Company continues to evaluate the impact of this new standard on its consolidated financial statements, the Company currently expects the primary impact will be to record right-of-use assets and lease liabilities for existing operating leases in the consolidated balance sheets. The Company does not currently expect the adoption of this new standard to have a material impact on its consolidated results of operations or cash flows. In August 2016, the FASB issued Update No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. This new standard addresses eight specific cash flow issues related to cash receipts and cash payments with the objective of reducing the existing diversity of presentation and classification in the statement of cash flows. The new standard will be effective for the Company beginning on January 1, 2019. Early adoption is permitted and should be applied using a retrospective transition method to each period presented. The Company is evaluating the impact of this standard on its consolidated cash flow statement. In June 2018, the FASB issued Update No. 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. This update will require an entity to apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606. The new standard will be effective for the Company beginning on January 1, 2020. Early adoption is permitted but no earlier than an entity's adoption date of Topic 606. The Company is evaluating the impact of this standard on its consolidated financial statements. Recently Adopted Accounting Standards In May 2017, the FASB issued Update No. 2017-09, Compensation- Stock Compensation (Topic 718): Scope of Modification Accounting. The new standard provides guidance regarding which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The new standard was effective for the Company beginning on January 1, 2018. Adoption of this new guidance had no impact on the Company’s consolidated financial statements. |
Earnings Per Share | Basic and diluted net loss per share was calculated using the weighted-average number of shares of common stock outstanding during the period. The weighted average number of shares used to compute diluted net loss per share excludes any assumed exercise of stock options, any assumed issuance of common stock under restricted stock awards and units, and any assumed issuances under the employee stock purchase plan, as the effect, in each case, would be antidilutive. Common stock equivalents of 3.5 million and 3.4 million shares for the six months ended June 30, 2018 , and 2017 , respectively, were excluded from the calculation because of their antidilutive effect. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory, Net [Abstract] | |
Schedule of Inventory, Net | Inventories consisted of: June 30, 2018 December 31, 2017 (In thousands) Finished goods $ 27,634 $ 31,008 Work in process 9,985 6,909 Raw materials 4,830 3,804 $ 42,449 $ 41,721 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment balances and corresponding useful lives were as follows: June 30, 2018 December 31, 2017 Useful Lives (In thousands) Leasehold improvement $ 5,625 $ 5,312 Lease Term Machinery and production equipment 7,649 7,030 3-10 years Spinal instruments and sets 21,337 20,340 5 years Information systems and hardware 7,497 7,375 3-7 years Furniture and fixtures 1,246 991 3-5 years Construction in progress 7,914 8,136 Total 51,268 49,184 Less accumulated depreciation and amortization (28,477 ) (27,121 ) Property, plant and equipment, net $ 22,791 $ 22,063 |
IDENTIFIABLE INTANGIBLE ASSETS
IDENTIFIABLE INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Components of Company's Identifiable Intangible Assets | The components of the Company’s identifiable intangible assets were: June 30, 2018 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Product technology 12 years $ 40,769 $ (27,490 ) $ 13,279 Customer relationships 12 years 56,830 (38,149 ) 18,681 Trademarks/brand names — 300 (300 ) — $ 97,899 $ (65,939 ) $ 31,960 December 31, 2017 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Product technology 12 years $ 40,769 $ (25,827 ) $ 14,942 Customer relationships 12 years 56,830 (36,565 ) 20,265 Trademarks/brand names — 300 (300 ) — $ 97,899 $ (62,692 ) $ 35,207 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The fair values of the Company’s assets and liabilities, including contingent consideration liabilities mentioned above, are measured at fair value on a recurring basis, and are determined under the fair value categories as follows (in thousands): Total Quoted Price in Active Market (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) June 30, 2018: Contingent consideration liabilities- current $ 917 $ — $ — $ 917 Contingent consideration liabilities- non-current 2,734 — — 2,734 Total contingent consideration $ 3,651 $ — $ — $ 3,651 December 31, 2017: Contingent consideration liabilities- current $ 207 $ — $ — $ 207 Contingent consideration liabilities- non-current 4,228 — — 4,228 Total contingent consideration $ 4,435 $ — $ — $ 4,435 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table sets forth the changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3). The gain or loss from change in fair value of contingent milestone and royalty payments results from updated estimated timing of payments, probability of success rates, the passage of time, updated discount rates matched to the estimated timing of payments, actual net sales of certain products for the three and six months ended June 30, 2018 , and estimated net sales for future royalty payment periods. Future changes in estimated timing of payments, probability of success rates, or estimated net sales for upcoming royalty payment periods would be expected to have a material impact on the fair value of contingent milestone and royalty payments. Three Months Ended June 30, 2018: (in thousands) Balance as of March 31, 2018 $ 4,470 Contingent consideration liabilities settled (28 ) Gain from change in fair value of contingent consideration recorded in selling, general and administrative expenses (791 ) Fair value at June 30, 2018 $ 3,651 Six Months Ended June 30, 2018: (in thousands) Balance as of January 1, 2018 $ 4,435 Contingent consideration liabilities settled (67 ) Gain from change in fair value of contingent consideration recorded in selling, general and administrative expenses (717 ) Fair value at June 30, 2018 $ 3,651 |
EQUITY AND STOCK-BASED COMPEN26
EQUITY AND STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Stock option grants to employees generally have a requisite service period of four years, and stock option grants to non-employee directors generally have a requisite service period of one year. Both are subject to graded vesting. The Company records stock-based compensation expense associated with stock options on an accelerated basis over the applicable vesting period within each grant and based on their fair value at the date of grant using the Black-Scholes-Merton option pricing model. There were 5,000 and zero stock options granted during the three months ended June 30, 2018 and 2017, respectively, and 5,000 and 21,500 stock options granted during the six months ended June 30, 2018 and 2017 , respectively. The following weighted-average assumptions were used in the calculation of fair value for options granted during the period indicated. Three and Six Months Ended June 30, Three and Six Months Ended June 30, 2018 2017 Expected dividend yield 0 % 0 % Risk-free interest rate 2.8 % 2.0 % Expected volatility 25.8 % 35.7 % Expected term (in years) 5.1 5.1 |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions [Table Text Block] | The Company estimates the fair value of shares issued to employees under the ESPP using the Black-Scholes-Merton option-pricing model. The following weighted average assumptions were used in the calculation of fair value of shares under the ESPP at the grant date for the periods indicated: Three and Six Months Ended June 30, 2018 2017 Expected dividend yield 0 % 0 % Risk-free interest rate 1.8 % 1.0 % Expected volatility 27.7 % 28.5 % Expected term (in years) 1.3 1.3 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Leases [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases | Future minimum lease payments under the Company's operating leases at June 30, 2018 are as follows: Payments Due by Calendar Year (In thousands) 2018 $ 1,008 2019 2,130 2020 2,179 2021 2,221 2022 2,241 Thereafter 6,234 Total minimum lease payments $ 16,013 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of effective income tax rate reconciliation | The following table summarizes the Company’s effective tax rate for the periods indicated: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Reported tax rate (0.5 )% (0.6 )% (0.8 )% (0.3 )% |
SEGMENT AND GEOGRAPHIC INFORM29
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Total Revenue By Major Geographic Area | Revenue, net consisted of: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Orthobiologics $ 18,641 $ 17,615 $ 36,657 $ 34,740 Spinal implants 17,768 16,581 32,927 31,350 Total revenue, net $ 36,409 $ 34,196 $ 69,584 $ 66,090 The Company attributes revenues to geographic areas based on the location of the customer. Total revenue by major geographic area consisted of: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 United States $ 32,638 $ 30,353 $ 62,176 $ 58,964 International 3,771 3,843 7,408 7,126 Total revenue, net $ 36,409 $ 34,196 $ 69,584 $ 66,090 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Narrative (Details) - shares shares in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Accounting Policies [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3.5 | 3.4 |
TRANSACTIONS WITH INTEGRA Narra
TRANSACTIONS WITH INTEGRA Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Related Party Transaction [Line Items] | ||||
Purchases | $ 2,077 | $ (937) | ||
Integra | Affiliated Entity | ||||
Related Party Transaction [Line Items] | ||||
Purchases | $ 300 | $ 300 | 500 | 300 |
Revenue from Related Parties | $ 200 | $ 100 | $ 400 |
DEBT AND INTEREST Credit Agreem
DEBT AND INTEREST Credit Agreement (Details) | Dec. 24, 2015USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Line of Credit Facility [Line Items] | |||
Long-term borrowings under credit facility | $ 4,000,000 | $ 0 | |
Document Period End Date | Jun. 30, 2018 | ||
Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Expiration Period | 3 years | ||
Line Of Credit Facility, Extension Period | 1 year | ||
Unamortized Debt Issuance Expense | $ 400,000 | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | ||
Debt Instrument, Covenant, Fixed Charge Ratio, Minimum | 1.1 | ||
Debt Instrument, Covenant Description, Required Liquidity | $ 5,000,000 | ||
Credit Agreement [Member] | Revolving Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 30,000,000 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 17,000,000 | ||
Line of Credit Facility, Increase in Borrowing Capacity | $ 10,000,000 | ||
Credit Agreement, Contingent Interest Rate Three [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.75% | ||
Credit Agreement, Contingent Interest Rate Three [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||
Credit Agreement. Contingent Interest Rate Two [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.50% | ||
Credit Agreement. Contingent Interest Rate Two [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||
Credit Agreement, Contingent Interest Rate One [Member] | Base Rate [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
Credit Agreement, Contingent Interest Rate One [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.25% | ||
Maximum [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | $ 20,000,000 | ||
Minimum [Member] | Credit Agreement [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Current Borrowing Capacity | $ 10,000,000 |
INVENTORIES Schedule of Invento
INVENTORIES Schedule of Inventories, net (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory, Net [Abstract] | ||
Finished goods | $ 27,634 | $ 31,008 |
Work in process | 9,985 | 6,909 |
Raw materials | 4,830 | 3,804 |
Inventories, net | $ 42,449 | $ 41,721 |
PROPERTY, PLANT AND EQUIPMENT P
PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 1,000 | $ 1,000 | $ 2,000 | $ 2,000 | |
Total | 51,268 | 51,268 | $ 49,184 | ||
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment | (28,477) | (28,477) | (27,121) | ||
Property, plant and equipment, net | 22,791 | 22,791 | 22,063 | ||
Leasehold improvement | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 5,625 | $ 5,625 | 5,312 | ||
Leasehold improvement | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 1 year | ||||
Leasehold improvement | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 20 years | ||||
Machinery and production equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 7,649 | $ 7,649 | 7,030 | ||
Machinery and production equipment | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 3 years | ||||
Machinery and production equipment | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 10 years | ||||
Spinal instruments and sets | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 21,337 | $ 21,337 | 20,340 | ||
Spinal instruments and sets | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 5 years | ||||
Spinal instruments and sets | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 5 years | ||||
Information systems and hardware | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 7,497 | $ 7,497 | 7,375 | ||
Information systems and hardware | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 3 years | ||||
Information systems and hardware | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 7 years | ||||
Furniture and fixtures | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 1,246 | $ 1,246 | 991 | ||
Furniture and fixtures | Minimum | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 3 years | ||||
Furniture and fixtures | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Useful Lives (in years) | 5 years | ||||
Construction in progress | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 7,914 | $ 7,914 | $ 8,136 |
PROPERTY, PLANT AND EQUIPMENT N
PROPERTY, PLANT AND EQUIPMENT Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 1,000 | $ 1,000 | $ 2,000 | $ 2,000 |
Instrument replacement expense | $ 600 | $ 200 | $ 920 | $ 724 |
IDENTIFIABLE INTANGIBLE ASSET36
IDENTIFIABLE INTANGIBLE ASSETS Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Annual amortization expense expected to approximate in 2018 | $ 6.5 | $ 6.5 | ||
Annual amortization expense expected to approximate in 2019 | 5.8 | 5.8 | ||
Annual amortization expense expected to approximate in 2020 | 4.9 | 4.9 | ||
Annual amortization expense expected to approximate in 2021 | 4.9 | 4.9 | ||
Annual amortization expense expected to approximate in 2022 | 4.8 | 4.8 | ||
Intangible asset amortization | 1.6 | $ 1.7 | 3.2 | $ 3.4 |
Product technology | Cost of goods sold | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset amortization | $ 0.8 | $ 0.9 | $ 1.7 | $ 1.8 |
IDENTIFIABLE INTANGIBLE ASSET37
IDENTIFIABLE INTANGIBLE ASSETS Components of Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 97,899 | $ 97,899 | |
Accumulated Amortization | (65,939) | (62,692) | |
Net | $ 31,960 | 35,207 | |
Product technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (in years) | 12 years | 12 years | |
Cost | $ 40,769 | 40,769 | |
Accumulated Amortization | (27,490) | (25,827) | |
Net | $ 13,279 | 14,942 | |
Customer relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Life (in years) | 12 years | 12 years | |
Cost | $ 56,830 | 56,830 | |
Accumulated Amortization | (38,149) | (36,565) | |
Net | 18,681 | 20,265 | |
Trademarks/brand names | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 300 | 300 | |
Accumulated Amortization | (300) | (300) | |
Net | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS Fair Va
FAIR VALUE MEASUREMENTS Fair Value Narrative (Details) $ in Millions | Sep. 26, 2016USD ($) |
Milestone Payment [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 5 |
Royalty payment [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 43 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | $ 18 |
FAIR VALUE MEASUREMENTS Fair 39
FAIR VALUE MEASUREMENTS Fair Value on Recurring Basis (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Liability, Current, Fair Value Disclosure | $ 917 | $ 917 | $ 207 | |
Contingent Consideration Liability, Noncurrent, Fair Value Disclosure | 2,734 | 2,734 | 4,228 | |
Contingent Consideration Liability, Fair Value Disclosure | 3,651 | 3,651 | 4,435 | |
Fair Value, Inputs, Level 1 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Liability, Current, Fair Value Disclosure | 0 | 0 | 0 | |
Contingent Consideration Liability, Noncurrent, Fair Value Disclosure | 0 | 0 | 0 | |
Contingent Consideration Liability, Fair Value Disclosure | 0 | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Liability, Current, Fair Value Disclosure | 0 | 0 | 0 | |
Contingent Consideration Liability, Noncurrent, Fair Value Disclosure | 0 | 0 | 0 | |
Contingent Consideration Liability, Fair Value Disclosure | 0 | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent Consideration Liability, Current, Fair Value Disclosure | 917 | 917 | 207 | |
Contingent Consideration Liability, Noncurrent, Fair Value Disclosure | 2,734 | 2,734 | 4,228 | |
Contingent Consideration Liability, Fair Value Disclosure | 3,651 | 3,651 | $ 4,470 | $ 4,435 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | $ 28 | $ 67 |
FAIR VALUE MEASUREMENTS Changes
FAIR VALUE MEASUREMENTS Changes in Contingent Consideration Liabilities (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent Consideration Liability, Current, Fair Value Disclosure | $ 917 | $ 917 | $ 207 |
Fair value of contingent consideration liability, beginning of period | 4,435 | ||
Fair value of contingent consideration liability, end of period | 3,651 | 3,651 | |
Contingent Consideration Liability, Noncurrent, Fair Value Disclosure | 2,734 | 2,734 | 4,228 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent Consideration Liability, Current, Fair Value Disclosure | 0 | 0 | 0 |
Fair value of contingent consideration liability, beginning of period | 0 | ||
Fair value of contingent consideration liability, end of period | 0 | 0 | |
Contingent Consideration Liability, Noncurrent, Fair Value Disclosure | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent Consideration Liability, Current, Fair Value Disclosure | 917 | 917 | 207 |
Fair value of contingent consideration liability, beginning of period | 4,470 | 4,435 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Purchases | (28) | (67) | |
Fair value of contingent consideration liability, end of period | 3,651 | 3,651 | |
Contingent Consideration Liability, Noncurrent, Fair Value Disclosure | 2,734 | 2,734 | 4,228 |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Contingent Consideration Liability, Current, Fair Value Disclosure | 0 | 0 | 0 |
Fair value of contingent consideration liability, beginning of period | 0 | ||
Fair value of contingent consideration liability, end of period | 0 | 0 | |
Contingent Consideration Liability, Noncurrent, Fair Value Disclosure | 0 | 0 | $ 0 |
Selling, General and Administrative Expenses [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings | $ (791) | $ (717) |
EQUITY AND STOCK-BASED COMPEN41
EQUITY AND STOCK-BASED COMPENSATION Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Jan. 31, 2017 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 350,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 2,500 | |||
Proceeds from issuance of common stock, net of offering costs- ATM transactions | $ 8,514 | $ 4,566 | ||
ATM offering [Member] | ||||
Stock Issued During Period, Shares, New Issues | 882,332 | |||
Shares Issued, Price Per Share | $ 10 | |||
Proceeds from issuance of common stock, net of offering costs- ATM transactions | $ 8,500 | |||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 300 | |||
Maximum [Member] | ATM offering [Member] | ||||
CommonStockSharesToBeIssuedValue | $ 25,000 | $ 50,000 |
EQUITY AND STOCK-BASED COMPEN42
EQUITY AND STOCK-BASED COMPENSATION Equity Award Plans (Details) - shares | Mar. 22, 2018 | Feb. 01, 2018 | Jun. 30, 2018 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,235,500 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 2,376,000 | 350,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,607,768 | ||
2015 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 3,509,500 | ||
2016 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 1,000,000 | ||
2018 Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,000,000 |
EQUITY AND STOCK-BASED COMPEN43
EQUITY AND STOCK-BASED COMPENSATION Restricted Stock Awards and Restricted Stock Units Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Restricted Stock Awards and Performance Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Forfeiture Rate | 15.00% | 12.00% | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 6.1 | $ 6.1 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 7 months | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 95,658 | 116,628 | 120,610 | |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 21,900 | 13,153 | 487,281 | 743,955 |
Contingent RSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 341,808 | |||
2016 Bonus RSU [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 131,523 |
EQUITY AND STOCK-BASED COMPEN44
EQUITY AND STOCK-BASED COMPENSATION Stock Options Weighted-Average Assumptions (Details) - Employee Stock Option [Member] | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 2.80% | 2.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 25.80% | 35.70% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 1 month | 5 years 1 month |
EQUITY AND STOCK-BASED COMPEN45
EQUITY AND STOCK-BASED COMPENSATION Stock Options Activity (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,000 | 21,500 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0.4 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 10 months |
EQUITY AND STOCK-BASED COMPEN46
EQUITY AND STOCK-BASED COMPENSATION Employee Stock Purchase Plan Weighted- Average Assumptions (Details) - Employee Stock Purchase Plan [Member] | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.80% | 1.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 27.70% | 28.50% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 1 year 4 months | 1 year 4 months |
EQUITY AND STOCK-BASED COMPEN47
EQUITY AND STOCK-BASED COMPENSATION Employee Stock Purchase Plan Narrative (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 6,235,500 | |
Employee Stock Purchase Plan [Member] | Employee Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Employee Stock Purchase Plan, Maximum Contributions Per Employee, Percent | 15.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Number of Shares Per Employee | 2,500 | |
Employee Stock Purchase Plan, Maximum Annual Contributions Per Employee | $ 25,000 | |
Employee Stock Purchase Plan, Stock Purchase Price, Percentage of Market Price | 85.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 400,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award | 80,907 | 70,537 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost | $ 200,000 | $ 300,000 |
LEASES Operating lease annual p
LEASES Operating lease annual payment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Operating Leased Assets [Line Items] | ||||
2,018 | $ 1,008 | $ 1,008 | ||
2,019 | 2,130 | 2,130 | ||
2,020 | 2,179 | 2,179 | ||
2,021 | 2,221 | 2,221 | ||
2,022 | 2,241 | 2,241 | ||
Thereafter | 6,234 | 6,234 | ||
Total minimum lease payments | 16,013 | 16,013 | ||
Operating Leases, Rent Expense | $ 500 | $ 600 | $ 1,100 | $ 1,100 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 38 | $ 45 | $ 111 | $ 45 |
Reported tax rate (as a percent) | (0.50%) | (0.60%) | (0.80%) | (0.30%) |
SEGMENT AND GEOGRAPHIC INFORM50
SEGMENT AND GEOGRAPHIC INFORMATION Narrative (Detail) | 6 Months Ended |
Jun. 30, 2018product | |
Segment Reporting [Abstract] | |
Number of product categories | 2 |
SEGMENT AND GEOGRAPHIC INFORM51
SEGMENT AND GEOGRAPHIC INFORMATION Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 36,409 | $ 34,196 | $ 69,584 | $ 66,090 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 32,638 | 30,353 | 62,176 | 58,964 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 3,771 | 3,843 | 7,408 | 7,126 |
Orthobiologics | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 18,641 | 17,615 | 36,657 | 34,740 |
Spinal implants | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 17,768 | $ 16,581 | $ 32,927 | $ 31,350 |
Uncategorized Items - spne-2018
Label | Element | Value |
Cash and Cash Equivalents, at Carrying Value | us-gaap_CashAndCashEquivalentsAtCarryingValue | $ 12,287,000 |