Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Dec. 31, 2013 | Feb. 24, 2014 | Jun. 30, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'iart | ' | ' |
Entity Registrant Name | 'INTEGRA LIFESCIENCES HOLDINGS CORP | ' | ' |
Entity Central Index Key | '0000917520 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $748 |
Entity Common Stock, Shares Outstanding | ' | 32,413,216 | ' |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Statement [Abstract] | ' | ' | ' |
Total revenue, net | $836,214 | $830,871 | $780,078 |
Costs and Expenses: | ' | ' | ' |
Cost of goods sold | 334,085 | 314,427 | 299,150 |
Research and development | 52,088 | 51,012 | 51,451 |
Selling, general and administrative | 394,250 | 373,114 | 358,132 |
Intangible asset amortization | 12,697 | 18,536 | 16,433 |
Goodwill impairment charge | 46,738 | 0 | 0 |
Total costs and expenses | 839,858 | 757,089 | 725,166 |
Operating income (loss) | -3,644 | 73,782 | 54,912 |
Interest income | 443 | 1,205 | 465 |
Interest expense | -19,788 | -22,237 | -27,640 |
Other income (expense), net | -1,801 | -721 | 757 |
Income (loss) before income taxes | -24,790 | 52,029 | 28,494 |
Provision (benefit) for income taxes | -7,813 | 10,825 | 505 |
Net income (loss) | ($16,977) | $41,204 | $27,989 |
Basic net income per common share (in dollars per share) | ($0.60) | $1.46 | $0.97 |
Diluted net income per common share (in dollars per share) | ($0.60) | $1.44 | $0.95 |
Weighted average common shares outstanding (See Note 11): | ' | ' | ' |
Basic (in shares) | 28,416 | 28,232 | 28,952 |
Diluted (in shares) | 28,416 | 28,516 | 29,495 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net income (loss) | ($16,977) | $41,204 | $27,989 |
Other comprehensive income (loss), before tax: | ' | ' | ' |
Change in foreign currency translation adjustments | 5,874 | 5,224 | -5,624 |
Unrealized gain (loss) on derivatives | ' | ' | ' |
Unrealized derivative gains (losses) arising during period | -110 | -2,062 | -6,306 |
Less: Reclassification adjustments for gains (losses) included in net income | -1,830 | -2,210 | -2,269 |
Unrealized gain (loss) on derivatives | 1,720 | 148 | -4,037 |
Defined benefit pension plan | ' | ' | ' |
Defined benefit pension plan - net gain (loss) arising during period | -1,398 | -1,313 | 861 |
Total other comprehensive income (loss), before tax | 6,196 | 4,059 | -8,800 |
Income tax (expense) benefit related to items in other comprehensive income | -472 | 237 | 1,502 |
Total other comprehensive income (loss), net of tax | 5,724 | 4,296 | -7,298 |
Comprehensive income (loss), net of tax | ($11,253) | $45,500 | $20,691 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current Assets: | ' | ' |
Cash and cash equivalents | $120,614 | $96,938 |
Trade accounts receivable, net of allowances of $6,194 and $7,221 | 118,145 | 114,916 |
Inventories, net | 213,431 | 171,806 |
Deferred tax assets | 46,300 | 39,100 |
Prepaid expenses and other current assets | 26,752 | 30,291 |
Total current assets | 525,242 | 453,051 |
Property, plant and equipment, net | 200,310 | 177,898 |
Intangible assets, net | 197,163 | 212,267 |
Goodwill | 249,764 | 294,067 |
Deferred tax assets | 15,412 | 15,957 |
Other assets | 8,338 | 10,359 |
Total assets | 1,196,229 | 1,163,599 |
Current Liabilities: | ' | ' |
Accounts payable, trade | 50,752 | 36,742 |
Deferred revenue | 4,197 | 3,505 |
Accrued compensation | 28,079 | 34,914 |
Accrued expenses and other current liabilities | 36,354 | 31,768 |
Total current liabilities | 119,382 | 106,929 |
Long-term borrowings under senior credit facility | 186,875 | 321,875 |
Long-term convertible securities | 205,182 | 197,672 |
Deferred tax liabilities | 2,083 | 5,393 |
Other liabilities | 12,527 | 13,955 |
Total liabilities | 526,049 | 645,824 |
Commitments and contingencies | ' | ' |
Stockholders’ Equity: | ' | ' |
Preferred Stock; no par value; 15,000 authorized shares; none outstanding | ' | ' |
Common stock; $0.01 par value; 60,000 authorized shares; 41,042 and 36,852 issued at December 31, 2013 and 2012, respectively | 410 | 369 |
Additional Paid in Capital, Common Stock | 750,918 | 587,301 |
Treasury stock, at cost; 8,903 shares at December 31, 2013 and 2012, respectively | -367,121 | -367,121 |
Accumulated other comprehensive income (loss) | 927 | -4,797 |
Retained earnings | 285,046 | 302,023 |
Total stockholders’ equity | 670,180 | 517,775 |
Total liabilities and stockholders’ equity | $1,196,229 | $1,163,599 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Trade accounts receivable, allowances | $6,194 | $7,221 |
Preferred Stock, par value (in dollars per share) | ' | ' |
Preferred Stock, authorized shares (in shares) | 15,000,000 | 15,000,000 |
Preferred Stock, outstanding (in shares) | ' | ' |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 60,000,000 | 60,000,000 |
Common stock, shares issued (in shares) | 41,042,000 | 36,852,000 |
Treasury stock, shares (in shares) | 8,903,000 | 8,903,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
OPERATING ACTIVITIES: | ' | ' | ' |
Net income (loss) | ($16,977) | $41,204 | $27,989 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Depreciation and amortization | 47,010 | 52,611 | 50,172 |
Non-cash impairment charges | 47,078 | 0 | 0 |
Deferred income tax provision (benefit) | -10,829 | 1,537 | 1,156 |
Share-based compensation | 10,393 | 9,051 | 26,805 |
Amortization of debt issuance costs | 2,298 | 2,725 | 3,387 |
Non-cash interest expense | 6,463 | 8,520 | 10,591 |
Payment of accreted interest | 0 | -30,617 | 0 |
Loss on disposal of property and equipment | 1,965 | 1,312 | 0 |
Excess tax benefits from stock-based compensation arrangements | -270 | -3,634 | -848 |
Other, net | 0 | 0 | 164 |
Changes in assets and liabilities, net of business acquisitions: | ' | ' | ' |
Accounts receivable | -2,892 | 3,783 | -1,878 |
Inventories | -42,017 | -711 | 1,702 |
Prepaid expenses and other current assets | 4,929 | -3,067 | -395 |
Other non-current assets | 441 | -553 | 375 |
Accounts payable, accrued expenses and other current liabilities | 9,945 | -21,071 | -11,842 |
Deferred revenue | 697 | -1,051 | 104 |
Other non-current liabilities | -4,966 | -939 | -3,154 |
Net cash provided by operating activities | 53,268 | 59,100 | 104,328 |
INVESTING ACTIVITIES: | ' | ' | ' |
Cash used in business acquisitions, net of cash acquired | -2,980 | -7,278 | -151,951 |
Purchases of property and equipment | -47,851 | -69,031 | -38,425 |
Sales of property and equipment | 535 | 0 | 0 |
Purchases of short-term investments | 0 | -67,907 | 0 |
Maturities of short-term investments | 0 | 64,940 | 0 |
Net cash used in investing activities | -50,296 | -79,276 | -190,376 |
FINANCING ACTIVITIES: | ' | ' | ' |
Borrowings under senior credit facility | 30,000 | 155,000 | 145,000 |
Repayments under senior credit facility | -165,000 | -12,812 | -213,437 |
Proceeds from liability component of convertible notes | 0 | 0 | 186,830 |
Proceeds from equity component of convertible notes | 0 | 0 | 43,170 |
Proceeds from sale of stock purchase warrants | 0 | 0 | 28,451 |
Purchase of option hedge on convertible notes | 0 | 0 | -42,895 |
Proceeds from the issuance of common stock, net of issuance costs | 152,458 | 0 | 0 |
Payment of liability component of convertible notes | 0 | -134,383 | 0 |
Debt issuance costs | -1,053 | -385 | -8,064 |
Purchases of treasury stock | 0 | 0 | -83,463 |
Proceeds from exercised stock options | 2,344 | 696 | 3,697 |
Excess tax benefits from stock-based compensation arrangements | 270 | 3,634 | 848 |
Net cash provided by financing activities | 19,019 | 11,750 | 60,137 |
Effect of exchange rate changes on cash and cash equivalents | 1,685 | 4,556 | -2,044 |
Net increase (decrease) in cash and cash equivalents | 23,676 | -3,870 | -27,955 |
Cash and cash equivalents at beginning of period | 96,938 | 100,808 | 128,763 |
Cash and cash equivalents at end of period | $120,614 | $96,938 | $100,808 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
In Thousands, unless otherwise specified | ||||||
Balance at Dec. 31, 2010 | $499,963 | $355 | ($283,658) | $552,231 | ($1,795) | $232,830 |
Treasury Stock, shares at Dec. 31, 2010 | ' | ' | -6,994 | ' | ' | ' |
Common Stock, shares at Dec. 31, 2010 | ' | 35,527 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income | 27,989 | ' | ' | ' | ' | 27,989 |
Total comprehensive income (loss) | -7,298 | ' | ' | ' | -7,298 | ' |
Proceeds from equity component of convertible notes | 43,170 | ' | ' | 43,170 | ' | ' |
Proceeds from sale of stock purchase warrants | 28,451 | ' | ' | 28,451 | ' | ' |
Purchase of option hedge on convertible notes | -42,895 | ' | ' | -42,895 | ' | ' |
Equity portion of convertible notes issuance costs | -1,334 | ' | ' | -1,334 | ' | ' |
Issuance of common stock through employee benefit plans | 376 | 2 | ' | 374 | ' | ' |
Issuance of common stock through employee benefit plans, shares | ' | 207 | ' | ' | ' | ' |
Share-based compensation | -27,679 | 0 | ' | -27,679 | ' | ' |
Repurchse of common stock | -83,463 | ' | -83,463 | ' | ' | ' |
Repurchase of common stock, shares | ' | ' | -1,909 | ' | ' | ' |
Balance at Dec. 31, 2011 | 492,638 | 357 | -367,121 | 607,676 | -9,093 | 260,819 |
Treasury Stock, shares at Dec. 31, 2011 | ' | ' | -8,903 | ' | ' | ' |
Common Stock, shares at Dec. 31, 2011 | ' | 35,734 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income | 41,204 | ' | ' | ' | ' | 41,204 |
Total comprehensive income (loss) | 4,296 | ' | ' | ' | 4,296 | ' |
Issuance of common stock through employee benefit plans | 251 | 1 | ' | 250 | ' | ' |
Issuance of common stock through employee benefit plans, shares | ' | 9 | ' | ' | ' | ' |
Share-based compensation | -20,614 | -11 | ' | -20,625 | ' | ' |
Share-based compensation, shares | ' | 1,109 | ' | ' | ' | ' |
Balance at Dec. 31, 2012 | 517,775 | 369 | -367,121 | 587,301 | -4,797 | 302,023 |
Treasury Stock, shares at Dec. 31, 2012 | -8,903 | ' | -8,903 | ' | ' | ' |
Common Stock, shares at Dec. 31, 2012 | ' | 36,852 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' |
Net income | -16,977 | ' | ' | ' | ' | -16,977 |
Total comprehensive income (loss) | 5,724 | ' | ' | ' | 5,724 | ' |
Issuance of common stock through employee benefit plans | 1,066 | 1 | ' | 1,065 | ' | ' |
Issuance of common stock through employee benefit plans, shares | ' | 165 | ' | ' | ' | ' |
Share-based compensation | -10,134 | 0 | ' | -10,134 | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | 4,025 | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | 152,458 | 40 | ' | 152,418 | ' | ' |
Balance at Dec. 31, 2013 | $670,180 | $410 | ($367,121) | $750,918 | $927 | $285,046 |
Treasury Stock, shares at Dec. 31, 2013 | -8,903 | ' | -8,903 | ' | ' | ' |
Common Stock, shares at Dec. 31, 2013 | ' | 41,042 | ' | ' | ' | ' |
BUSINESS
BUSINESS | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Business | ' |
BUSINESS | |
Integra LifeSciences Holdings Corporation (the “Company”) was incorporated in Delaware in 1989. The Company, a world leader in medical devices, is dedicated to limiting uncertainty for surgeons through the development, manufacturing, and marketing of cost-effective surgical implants and medical instruments. Its products are used primarily in neurosurgery, extremity reconstruction, orthopedics and general surgery. | |
The Company sells its products directly through various sales forces and through a variety of other distribution channels. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | |||||||||||||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||||||||||||||||
BASIS OF PRESENTATION | ||||||||||||||||||||||||||||
These financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and conform to Regulation S-X under the Securities Exchange Act of 1934, as amended. | ||||||||||||||||||||||||||||
PRINCIPLES OF CONSOLIDATION | ||||||||||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions are eliminated in consolidation. See Note 3, “Acquisitions and Pro Forma Results", for details of new subsidiaries included in the consolidation. | ||||||||||||||||||||||||||||
USE OF ESTIMATES | ||||||||||||||||||||||||||||
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances, net realizable value of inventories, valuation of intangible assets and in-process research and development ("IPR&D"), amortization periods for acquired intangible assets, discount rates and estimated projected cash flows used to value and test impairments of long-lived assets and goodwill, estimates of projected cash flows, depreciation and amortization periods for long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of pension assets and liabilities, valuation of derivative instruments, valuation of the equity component of convertible debt instruments, and valuation of debt instruments and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results could differ from these estimates. | ||||||||||||||||||||||||||||
OUT OF PERIOD ADJUSTMENTS | ||||||||||||||||||||||||||||
In the fourth quarter of 2013, income tax benefit was increased by $1.0 million for the cumulative effect of immaterial errors related to the Company's reserve for uncertain tax positions that related to prior periods. Of the $1.0 million increase, $0.9 million was to correct an error that was recorded in the deferred tax accounts in 2011, and the remainder of the error had an insignificant impact across several years. Based upon our evaluation of relevant factors related to this matter, we concluded that the uncorrected adjustments in our previously issued consolidated financial statements for any of the periods affected are immaterial and that the impact of recording the cumulative correction in the fourth quarter of 2013 is not material to our earnings for the full year ending December 31, 2013. | ||||||||||||||||||||||||||||
In the fourth quarter of 2012, interest expense was reduced by $3.3 million for the cumulative correction of immaterial errors in capitalized interest on our construction in progress balances related to prior periods. The $3.3 million decrease in interest expense reflects (a) $1.5 million of interest expense that should have been capitalized in previous quarters in 2012, and (b) $1.4 million and $0.4 million of interest expense that should have been capitalized in the years ended December 31, 2011 and 2010, respectively. The 2012 amount above includes $2.1 million, $1.4 million, and $0.4 million related to the first three quarters of 2012 and to the years ended December 31, 2011 and 2010, respectively. Based upon our evaluation of relevant factors related to this matter, we concluded that the uncorrected adjustments in our previously issued consolidated financial statements for any of the periods affected are immaterial and that the impact of recording the cumulative correction in the fourth quarter of 2012 is not material to our earnings for the full year ending December 31, 2012. | ||||||||||||||||||||||||||||
RECLASSIFICATIONS | ||||||||||||||||||||||||||||
Certain amounts from the prior years' financial statements have been reclassified in order to conform to the current year's presentation. | ||||||||||||||||||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||||||||||||||||
The Company considers all short-term, highly liquid investments purchased with original maturities of three months or less to be cash equivalents. | ||||||||||||||||||||||||||||
TRADE ACCOUNTS RECEIVABLE AND ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE | ||||||||||||||||||||||||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivables. | ||||||||||||||||||||||||||||
The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where a specific customer is unable to meet its financial obligations to the Company, a provision to the allowances for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount that is reasonably expected to be collected. For all other customers, a provision to the allowances for doubtful accounts is recorded based on factors including the length of time the receivables are past due, the current business environment and the Company's historical experience. Provisions to the allowances for doubtful accounts are recorded to selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. | ||||||||||||||||||||||||||||
INVENTORIES | ||||||||||||||||||||||||||||
Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or market. Inventories consisted of the following: | ||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Finished goods | $ | 130,298 | $ | 102,401 | ||||||||||||||||||||||||
Work in process | 48,229 | 40,067 | ||||||||||||||||||||||||||
Raw materials | 34,904 | 29,338 | ||||||||||||||||||||||||||
Total inventories, net | $ | 213,431 | $ | 171,806 | ||||||||||||||||||||||||
At each balance sheet date, the Company evaluates inventories for excess quantities, obsolescence or shelf life expiration. This evaluation includes analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, a review of the shelf life expiration dates for products, as well as the feasibility of reworking or using excess or obsolete products or components in the production or assembly of other products that are not obsolete or for which there are not excess quantities in inventory. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value. | ||||||||||||||||||||||||||||
The Company capitalizes inventory costs associated with certain products prior to regulatory approval, based on management's judgment of probable economic benefit. The Company could be required to expense previously capitalized costs related to pre-approval inventory upon a change in such judgment, due to, among other potential factors, a denial or delay of approval by necessary regulatory bodies or a decision by management to discontinue the related development program. No such amounts were capitalized at December 31, 2013 or 2012. | ||||||||||||||||||||||||||||
Beginning in 2013, the Company pays a tax deductible manufacturer's excise tax imposed on the first sale of certain medical devices in the United States. The Company capitalizes the excise tax in its inventory and subsequently records it in cost of goods sold as these products are sold to third party customers. The finished goods inventory includes $6.5 million of capitalized medical device excise tax at December 31, 2013. | ||||||||||||||||||||||||||||
PROPERTY, PLANT AND EQUIPMENT | ||||||||||||||||||||||||||||
Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment charges. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements is capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred. The cost of computer software developed or obtained for internal use is accounted for in accordance with the Accounting Standards Codification 350-40, Internal-Use Software. | ||||||||||||||||||||||||||||
Property, plant and equipment balances and corresponding lives were as follows: | ||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | Useful Lives | ||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Land | $ | 3,022 | $ | 2,768 | ||||||||||||||||||||||||
Buildings and building improvements | 15,377 | 7,908 | 5-40 years | |||||||||||||||||||||||||
Leasehold improvements | 42,900 | 46,240 | 1-20 years | |||||||||||||||||||||||||
Machinery and production equipment | 86,192 | 85,721 | 3-20 years | |||||||||||||||||||||||||
Surgical instrument kits | 30,352 | 26,231 | 4-5 years | |||||||||||||||||||||||||
Information systems and hardware | 51,171 | 42,145 | 1-7 years | |||||||||||||||||||||||||
Furniture, fixtures, and office equipment | 16,363 | 15,692 | 1-15 years | |||||||||||||||||||||||||
Construction-in-progress | 112,130 | 90,243 | ||||||||||||||||||||||||||
Total | 357,507 | 316,948 | ||||||||||||||||||||||||||
Less: Accumulated depreciation | (157,197 | ) | (139,050 | ) | ||||||||||||||||||||||||
Property, plant and equipment, net | $ | 200,310 | $ | 177,898 | ||||||||||||||||||||||||
Depreciation expense associated with property, plant and equipment was $27.6 million, $27.5 million and $25.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||
The Company leases certain computer equipment under capital lease agreements. At December 31, 2013 the gross carrying value and accumulated depreciation of such leases amounted to $1.6 million and $0.1 million, respectively, and the cost is included as a component of Furniture, fixtures, office equipment and information systems. The Company had no capital leases at December 31, 2012. | ||||||||||||||||||||||||||||
CAPITALIZED INTEREST | ||||||||||||||||||||||||||||
The interest cost on capital projects, including facilities build-out and internal use software, is capitalized and included in the cost of the project. Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use. When no debt is incurred specifically for a project, interest is capitalized on project expenditures using the weighted average cost of the Company's outstanding borrowings. For the years ended December 31, 2013 and 2012, respectively, the Company capitalized $3.2 million and $3.9 million of interest expense into property, plant and equipment. | ||||||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||||||||||
The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment at the reporting unit level annually, or more frequently if impairment indicators arise. The Company's assessment of the recoverability of goodwill is based upon a comparison of the carrying value of goodwill with its estimated fair value. The Company revised its operating segments and reporting segments in connection with the change in the Company’s Chief Executive Officer (who serves as the Company’s chief operating decision maker) effective January 3, 2012. As a result, the Company reassigned the goodwill to these new reportable segments based on the relative fair value of the Company’s reporting units as of January 1, 2012. | ||||||||||||||||||||||||||||
Historically, goodwill was tested annually for impairment as of June 30 of each fiscal year. During the quarter ended June 30, 2012, the Company adopted a new accounting principle whereby the annual impairment review of goodwill is performed as of July 31 of each year. The change in the annual goodwill impairment testing date was made to better align the annual goodwill impairment test with the timing of the Company’s annual strategic planning process. In line with this change, the Company performed an assessment of the goodwill in each of its reporting units during the first quarter of 2012. This change in accounting principle did not delay, accelerate or avoid an impairment charge. Accordingly, the Company believes that the change described above was preferable under the circumstances. | ||||||||||||||||||||||||||||
On July 31, 2013, the Company performed the annual goodwill impairment test which resulted in a non-cash goodwill impairment charge of $46.7 million for its U.S. Spine reporting unit, which is a part of the U.S. Spine and Other reportable segment. | ||||||||||||||||||||||||||||
As previously disclosed, the Company has monitored its U.S. Spine business and disclosed that it was at risk for impairment. During the course of the annual strategic planning process performed during the third quarter, the Company determined that both the actual and expected income and cash flows for the U.S. Spine reporting unit were projected to be substantially lower than forecasts, and the U.S. spine market recovery may take longer than originally forecasted, including the current expectation of future significant negative pricing pressures. Factors that contributed to the impairment of the U.S. Spine reporting unit include broader market issues as well as company-specific issues. Company-specific issues have included turnover of some distributors, significant delays in new product introductions and other operational issues that negatively impacted and decreased projected revenues by a material amount. As a result, the Company lowered its expectations of recovery in the U.S. market and its related impact on the U.S. Spine reporting unit. This revised outlook resulted in a reduction of the U.S. Spine forecasts of the sales, operating income and cash flows expected in 2014 and beyond and consequently, resulted in an impairment charge. | ||||||||||||||||||||||||||||
To derive the fair value of the reporting units, as required in step one of the impairment test, the Company used the income approach, specifically the discounted cash flow ("DCF") method, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty. Inputs used to fair value the Company's reporting units are considered inputs of the fair value hierarchy. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. The key assumptions impacting the valuation included: | ||||||||||||||||||||||||||||
• | The Company's financial projections for its reporting units, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company's strategic objectives and future growth plans. | |||||||||||||||||||||||||||
• | The projected terminal value for each reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis. The terminal value reflects the Company's assumptions related to long-term growth rates and profitability, which are based on several factors, including local and macroeconomic variables, market opportunities, and future growth plans. | |||||||||||||||||||||||||||
• | The discount rate used to measure the present value of the projected future cash flows is set using a weighted-average cost of capital method that considers market and industry data as well as the Company's specific risk factors that are likely to be considered by a market participant. The weighted-average cost of capital is the Company's estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. | |||||||||||||||||||||||||||
Based on the results of step one of the impairment test, the Company determined that the carrying value of the U.S. Spine reporting unit exceeded its respective fair value, and accordingly, the Company proceeded to step two of the impairment test. | ||||||||||||||||||||||||||||
In the second step, the Company assigned the reporting unit's fair value to all of its assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit were being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment charge. This allocation process was performed only for the purposes of measuring the goodwill impairment and not to adjust the carrying values of the recognized tangible assets and liabilities. Step two of the impairment test was initiated in the third quarter of 2013, but due to the time necessary to complete the analysis, was not completed at that time. The Company recorded its estimate of the goodwill impairment charge of $46.7 million in the third quarter of 2013, which represented the remaining goodwill balance in the U.S. Spine reporting unit. During the fourth quarter of 2013, the Company finalized the step two analysis relating to its impairment assessment of the goodwill and there were no changes to the impairment charge initially recorded. Approximately $16.2 million of the goodwill impairment charge was deductible for tax purposes. | ||||||||||||||||||||||||||||
Changes in the carrying amount of goodwill in 2013 and 2012 were as follows: | ||||||||||||||||||||||||||||
U.S. | U.S. | U.S. | U.S. | International | Total | |||||||||||||||||||||||
Neurosurgery | Instruments | Extremities | Spine | |||||||||||||||||||||||||
and | ||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Goodwill, gross | $ | 94,312 | $ | 57,514 | $ | 60,353 | $ | 56,219 | $ | 25,669 | $ | 294,067 | ||||||||||||||||
Accumulated impairment losses | — | — | — | — | — | — | ||||||||||||||||||||||
Goodwill at December 31, 2012 | $ | 94,312 | $ | 57,514 | $ | 60,353 | $ | 56,219 | $ | 25,669 | $ | 294,067 | ||||||||||||||||
Tarsus Medical, Inc. acquisition | — | — | 180 | — | — | 180 | ||||||||||||||||||||||
Goodwill impairment charge | — | — | — | (46,738 | ) | — | (46,738 | ) | ||||||||||||||||||||
Foreign currency translation | 853 | 519 | 546 | 106 | 231 | 2,255 | ||||||||||||||||||||||
Balance, December 31, 2013 | $ | 95,165 | $ | 58,033 | $ | 61,079 | $ | 9,587 | $ | 25,900 | $ | 249,764 | ||||||||||||||||
Identifiable intangible assets are initially recorded at fair market value at the time of acquisition generally using an income or cost approach. The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets and amortizes those costs over their expected useful lives. | ||||||||||||||||||||||||||||
The components of the Company's identifiable intangible assets were as follows: | ||||||||||||||||||||||||||||
Weighted | December 31, 2013 | Weighted | December 31, 2012 | |||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||
Life | Cost | Accumulated | Net | Life | Cost | Accumulated | Net | |||||||||||||||||||||
Amortization | Amortization | |||||||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Completed technology | 12 years | $ | 81,238 | $ | (45,343 | ) | $ | 35,895 | 12 years | $ | 75,692 | $ | (38,402 | ) | $ | 37,290 | ||||||||||||
Customer relationships | 12 years | 146,627 | (79,624 | ) | 67,003 | 12 years | 147,690 | (70,005 | ) | 77,685 | ||||||||||||||||||
Trademarks/brand names | 31 years | 33,703 | (15,648 | ) | 18,055 | 31 years | 33,807 | (15,034 | ) | 18,773 | ||||||||||||||||||
Trademarks/brand names | Indefinite | 48,484 | — | 48,484 | Indefinite | 48,484 | — | 48,484 | ||||||||||||||||||||
Supplier relationships | 27 years | 34,721 | (9,305 | ) | 25,416 | 27 years | 34,721 | (7,817 | ) | 26,904 | ||||||||||||||||||
All other (1) | 5 years | 4,251 | (1,941 | ) | 2,310 | 4 years | 4,519 | (1,388 | ) | 3,131 | ||||||||||||||||||
$ | 349,024 | $ | (151,861 | ) | $ | 197,163 | $ | 344,913 | $ | (132,646 | ) | $ | 212,267 | |||||||||||||||
-1 | At December 31, 2013 and 2012, all other included IPR&D of $1.4 million and $1.7 million, respectively, which was indefinite-lived. | |||||||||||||||||||||||||||
The Company performs its assessment of the recoverability of indefinite-lived intangible assets annually during the second quarter, or more frequently as impairment indicators arise, and it is based upon a comparison of the carrying value of such assets to their estimated fair values. The Company performed its most recent annual assessment during the second quarter of 2013, which resulted in no additional impairments. | ||||||||||||||||||||||||||||
During 2013, the Company recorded impairment charges of $0.4 million in research and development expense related to IPR&D projects that have been discontinued in its U.S Extremities segment. | ||||||||||||||||||||||||||||
During 2012, the Company recorded impairment charges of $0.1 million in cost of goods sold of its U.S. Neurosurgery segment related to technology assets whose related products were being discontinued. | ||||||||||||||||||||||||||||
During the year ended December 31, 2011, the Company recorded impairment charges to finite-lived intangible assets of $2.1 million related to technology assets whose related products were discontinued and $0.2 million related to a trade name that it no longer used because of the rebranding strategy. The Company recorded the charges as a component of cost of goods sold and amortization expense, respectively. The Company also identified one indefinite-lived trade name asset that it no longer used as a result of its rebranding strategy, which resulted in an impairment of $0.9 million. This charge was recorded as a component of amortization expense. | ||||||||||||||||||||||||||||
Amortization expense for the years ended December 31, 2013, 2012 and 2011 was $19.4 million, $25.1 million and $24.6 million, respectively. Annual amortization expense (including amounts reported in cost of product revenues, but excluding any possible future amortization associated with 1) acquired IPR&D, and 2) intangible assets that may be capitalized as a result of our Confluent Surgical acquisition in January 2014 (see Note 16)), is expected to approximate $18.4 million in 2014, $16.5 million in 2015, $14.3 million in 2016, $12.5 million in 2017 and $12.1 million in 2018. Amortization of product technology based intangible assets totaled $6.7 million, $6.6 million and $8.2 million for the years ended December 31, 2013, 2012 and 2011, respectively, and is presented by the Company within cost of goods sold. | ||||||||||||||||||||||||||||
LONG-LIVED ASSETS | ||||||||||||||||||||||||||||
Long-lived assets held and used by the Company, including property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets to be held and used, a recoverability test is performed using projected undiscounted net cash flows applicable to the long-lived assets. If an impairment exists, the amount of such impairment is calculated based on the estimated fair value of the asset. Impairments to long-lived assets to be disposed of are recorded based upon the difference between the carrying value and the fair value of the applicable assets. | ||||||||||||||||||||||||||||
INTEGRA FOUNDATION | ||||||||||||||||||||||||||||
The Company may periodically make contributions to the Integra Foundation, Inc. The Integra Foundation was incorporated in 2002 exclusively for charitable, educational, and scientific purposes and qualifies under IRC 501(c)(3) as an exempt private foundation. Under its charter, the Integra Foundation engages in activities that promote health, the diagnosis and treatment of disease, and the development of medical science through grants, contributions and other appropriate means. The Integra Foundation is a separate legal entity and is not a subsidiary of the Company; therefore, its results are not included in these consolidated financial statements. The Company contributed $0.6 million, $1.0 million and $0.3 million to the Integra Foundation during the years ended December 31, 2013, 2012 and 2011, respectively. These contributions were recorded in selling, general, and administrative expense. | ||||||||||||||||||||||||||||
DERIVATIVES | ||||||||||||||||||||||||||||
The Company develops, manufactures, and sells medical devices globally, and its earnings and cash flows are exposed to market risk from changes in interest rates and currency exchange rates. The Company addresses these risks through a risk management program that includes the use of derivative financial instruments, and operates the program pursuant to documented corporate risk management policies. All derivative financial instruments are recognized in the financial statements at fair value in accordance with the authoritative guidance. Under the guidance, for those instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation, based on the exposure being hedged. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company's derivative instruments do not subject its earnings or cash flows to material risk, and gains and losses on these derivatives generally offset losses and gains on the item being hedged. The Company has not entered into derivative transactions for speculative purposes and from time to time, the Company may enter into derivatives that are not designated as hedging instruments in order to protect itself from currency volatility due to intercompany balances. | ||||||||||||||||||||||||||||
All derivative instruments are recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments, using the framework prescribed by the authoritative guidance, by considering the estimated amount the Company would receive to sell or transfer these instruments at the reporting date and by taking into account: expected forward interest rates, currency exchange rates, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company utilizes a discounted cash flow model to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The Company has classified all of its derivative assets and liabilities within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of its derivative instruments. The Company classifies derivatives that meet the definition of hedges in the same category as the item being hedged for cash flow presentation purposes. | ||||||||||||||||||||||||||||
FOREIGN CURRENCY | ||||||||||||||||||||||||||||
All assets and liabilities of foreign subsidiaries which have a functional currency other than the U.S. dollar are translated at the rate of exchange at year-end, while elements of the income statement are translated at the average exchange rates in effect during the year. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss). These currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in non-U.S. subsidiaries. Foreign currency transaction gains and losses are reported in other income (expense), net. | ||||||||||||||||||||||||||||
INCOME TAXES | ||||||||||||||||||||||||||||
Income taxes are accounted for by using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. | ||||||||||||||||||||||||||||
The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. Reserves are established for positions that don't meet this recognition threshold. The reserve is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. These reserves are classified as long-term liabilities in the consolidated balance sheets of the Company. The Company also records interest and penalties accrued in relation to uncertain tax benefits as a component of income tax expense. | ||||||||||||||||||||||||||||
While the Company believes it has identified all reasonably identifiable exposures and the reserve it has established for identifiable exposures is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause the Company to either materially increase or reduce the carrying amount of its tax reserve. | ||||||||||||||||||||||||||||
The Company's policy has been to leave its unremitted foreign earnings invested indefinitely outside the United States, and it intends to continue this policy. As such, taxes have not been provided on any of the remaining accumulated foreign unremitted earnings. Where it has become apparent that some or all of the undistributed earnings will be remitted in the foreseeable future, tax consequences are considered. | ||||||||||||||||||||||||||||
REVENUE RECOGNITION | ||||||||||||||||||||||||||||
Total revenues, net, include product sales, product royalties and other revenues, such as fees received under research, licensing, distribution arrangements, research grants, and technology-related royalties. | ||||||||||||||||||||||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred; title and risk of loss have passed to the customer, there is a fixed or determinable sales price, and collectability of that sales price is reasonably assured. For product sales, the Company's stated terms are primarily FOB shipping point and with most customers, title and risk of loss pass to the customer at that time. With certain United States customers, the Company retains risk of loss until the customers receive the product, and in those situations, the Company recognizes revenue upon receipt by the customer. A portion of the Company's product revenue is generated from consigned inventory maintained at hospitals and distributors, and also from inventory physically held by field sales representatives. For these types of products sales, the Company retains title until receiving appropriate notification that the product has been used or implanted, at which time revenue is recognized. | ||||||||||||||||||||||||||||
Each revenue transaction is evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. There are generally no significant customer acceptance or other conditions that prevent the Company from recognizing revenue in accordance with its delivery terms. In certain cases, where the Company has performance obligations that are significant to the functionality of the product, the Company recognizes revenue upon fulfillment of its obligation. | ||||||||||||||||||||||||||||
Sales invoices issued to customers contain the Company's price for each product or service. The Company performs a review of each specific customer's credit worthiness and ability to pay prior to accepting them as a customer. Further, the Company performs periodic reviews of its customers' status prospectively. | ||||||||||||||||||||||||||||
The Company records a provision for estimated returns and allowances on revenues in the same period as the related revenues are recorded. These estimates are based on historical sales returns and discounts and other known factors. The provisions are recorded as a reduction to revenues. | ||||||||||||||||||||||||||||
The Company's return policy, as set forth in its product catalogs and sales invoices, requires the Company to review and authorize the return of product in advance. Upon authorization, a credit will be issued for goods returned within a set amount of days from shipment, which is generally ninety days. | ||||||||||||||||||||||||||||
Product royalties are estimated and recognized in the same period that the royalty-based products are sold by the Company's strategic partners. The Company estimates and recognizes royalty revenue based upon communication with licensees, historical information and expected sales trends. Differences between actual revenues and estimated royalty revenues are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant. | ||||||||||||||||||||||||||||
Other operating revenues may include fees received under research, licensing, and distribution arrangements, technology-related royalties and research grants. Non-refundable fees received under research, licensing and distribution arrangements or for the licensing of technology are recognized as revenue when received if the Company has no continuing obligations to the other party. For those arrangements where the Company has continuing performance obligations, revenue is recognized using the lesser of the amount of non-refundable cash received or the result achieved using the proportional performance method of accounting based upon the estimated cost to complete these obligations. Research grant revenue is recognized when the related expenses are incurred. | ||||||||||||||||||||||||||||
SHIPPING AND HANDLING FEES AND COSTS | ||||||||||||||||||||||||||||
Amounts billed to customers for shipping and handling are included in revenues. The related shipping and freight charges incurred by the Company are included in cost of goods sold. Distribution and handling costs of $14.1 million, $13.6 million and $11.5 million were recorded in selling, general and administrative expense during the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||
PRODUCT WARRANTIES | ||||||||||||||||||||||||||||
Certain of the Company's medical devices, including monitoring systems and neurosurgical systems, are reusable and are designed to operate over long periods of time. These products are sold with warranties which may extend for up to two years from date of purchase. The Company accrues estimated product warranty costs at the time of sale based on historical experience. Any additional amounts are recorded when such costs are probable and can be reasonably estimated. Accrued warranty expense of $0.3 million and $0.4 million is recorded in the consolidated balance sheet at December 31, 2013 and 2012, respectively. | ||||||||||||||||||||||||||||
RESEARCH AND DEVELOPMENT | ||||||||||||||||||||||||||||
Research and development costs, including salaries, depreciation, consultant and other external fees, and facility costs directly attributable to research and development activities, are expensed in the period in which they are incurred. | ||||||||||||||||||||||||||||
IPR&D recorded in connection with acquisitions represent the value assigned to acquired assets to be used in research and development activities and for which there is no alternative use. Value is generally assigned to these assets based on the net present value of the projected cash flows expected to be generated by those assets. | ||||||||||||||||||||||||||||
During 2013 the Company capitalized $0.3 million of IPR&D as a result of current-year acquisitions, and there was none capitalized in 2012. | ||||||||||||||||||||||||||||
EMPLOYEE TERMINATION BENEFITS AND OTHER EXIT-RELATED COSTS | ||||||||||||||||||||||||||||
The Company does not have a written severance plan, and it does not offer similar termination benefits to affected employees in all restructuring initiatives. Accordingly, in situations where minimum statutory termination benefits must be paid to the affected employees, the Company records employee severance costs associated with these restructuring activities in accordance with the authoritative guidance for non-retirement post-employment benefits. Charges associated with these activities are recorded when the payment of benefits is probable and can be reasonably estimated. In all other situations where the Company pays out termination benefits, including supplemental benefits paid in excess of statutory minimum amounts and benefits offered to affected employees based on management's discretion, the Company records these termination costs in accordance with the authoritative guidance for exit or disposal costs. | ||||||||||||||||||||||||||||
The timing of the recognition of charges for employee severance costs other than minimum statutory benefits depends on whether the affected employees are required to render service beyond their legal notification period in order to receive the benefits. If affected employees are required to render service beyond their legal notification period, charges are recognized ratably over the future service period. Otherwise, charges are recognized when management has approved a specific plan and employee communication requirements have been met. | ||||||||||||||||||||||||||||
For leased facilities and equipment that have been abandoned, the Company records estimated lease losses based on the fair value of the lease liability, as measured by the present value of future lease payments subsequent to abandonment, less the present value of any estimated sublease income on the cease-use date. For owned facilities and equipment that will be disposed of, the Company records impairment losses based on fair value less costs to sell. The Company also reviews the remaining useful life of long-lived assets following a decision to exit a facility and may accelerate depreciation or amortization of these assets, as appropriate. | ||||||||||||||||||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||||||||||||||||||
The Company applies the authoritative guidance for stock-based compensation. This guidance requires companies to recognize the expense related to the fair value of their stock-based compensation awards. Stock-based compensation expense for stock option awards granted after January 1, 2006 was based on the fair value on the grant date using the binomial distribution model. The Company recognized compensation expense for stock option awards, restricted stock awards, performance stock awards and contract stock awards on a ratable basis over the requisite service period of the award. The long form method was used in the determination of the windfall tax benefit in accordance with the guidance. | ||||||||||||||||||||||||||||
PENSION BENEFITS | ||||||||||||||||||||||||||||
Defined benefit pension plans cover certain employees and retirees in the U.K. and former employees in Germany. Various factors are considered in determining the pension liability, including the number of employees expected to be paid their salary levels and years of service, the expected return on plan assets, the discount rate used to determine the benefit obligations, the timing of benefit payments and other actuarial assumptions. If the actual results and events for the pension plans differ from current assumptions, the benefit obligation may be over or under valued. | ||||||||||||||||||||||||||||
Retirement benefit plan assumptions are reassessed on an annual basis or more frequently if changes in circumstances indicate a re-evaluation of assumptions are required. The key benefit plan assumptions are the discount rate and expected rate of return on plan assets. The discount rate is based on average rates on bonds that matched the expected cash outflows of the benefit plans. The expected rate of return is based on historical and expected returns on the various categories of plan assets. | ||||||||||||||||||||||||||||
Pension contributions are expected to be consistent over the next few years since the Germany and U.K. plans are frozen. Contributions to the plans during the years ended December 31, 2013, 2012 and 2011 were $0.8 million, $0.8 million and $1.1 million, respectively. | ||||||||||||||||||||||||||||
CONCENTRATION OF CREDIT RISK | ||||||||||||||||||||||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, which are held at major financial institutions, investment-grade marketable debt securities and trade receivables. | ||||||||||||||||||||||||||||
The Company's products are sold on an uncollateralized basis and on credit terms based upon a credit risk assessment of each customer. A portion of the Company's trade receivables to customers outside the United States includes sales to foreign distributors, who then sell to government owned or supported healthcare systems. The ongoing economic conditions in certain European countries, especially Greece, Ireland, Italy, Portugal and Spain remain uncertain. Accounts receivable from customers in these countries was approximately $6.1 million at December 31, 2013, of which $0.7 million was reserved. At December 31, 2012, the accounts receivable from customers in these countries was $4.3 million, of which $0.4 million was reserved. | ||||||||||||||||||||||||||||
None of the Company's customers accounted for 10% or more of the consolidated net sales during the years ended December 31, 2013, 2012 and 2011. | ||||||||||||||||||||||||||||
RECENTLY ISSUED AND ADOPTED ACCOUNTING STANDARDS | ||||||||||||||||||||||||||||
On February 5, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. The objective of this standard is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendment requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles (GAAP) to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is reclassified to a balance sheet account (for example, inventory) instead of directly to income or expense in the same reporting period. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2012 for public entities and its adoption did not have a material impact on the Company's financial statements. | ||||||||||||||||||||||||||||
On July 17, 2013, the FASB issued ASU No. 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes. The revised standard allows entities to now use the Fed Funds Effective Swap Rate (which is the Overnight Index Swap Rate, or OIS rate, in the U.S.) as a benchmark interest rate for hedge accounting purposes under U.S. GAAP. Previously, only U.S. Treasury and London Interbank Offered Rate (LIBOR) rates could be used as benchmark interest rates in hedge accounting. In issuing the new guidance, which became effective July 17, 2013, the FASB responded to an increase in demand for hedging exposures to the OIS rate, driven partly by regulations that require collateralization and central clearing of over-the-counter derivatives. The guidance allows entities to develop new hedging strategies but does not resolve ineffectiveness issues that arise in existing LIBOR hedges when the OIS rate is used to discount future cash flows. The standard adoption did not have a material impact on the Company's financial statements. | ||||||||||||||||||||||||||||
On July 18, 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This updated guidance requires an unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, similar tax loss, or a tax credit carryforward. To the extent the tax benefit is not available at the reporting date under the governing tax law or if the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented as a liability and not combined with deferred tax assets. This ASU is effective for fiscal years and interim periods within those years beginning after December 15, 2013 for public entities. Early adoption is permitted. The amendments are to be applied to all unrecognized tax benefits that exist as of the effective date and may be applied retrospectively to each prior reporting period presented. The standard adoption will not have a material impact on the Company's financial statements. | ||||||||||||||||||||||||||||
SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||||||||||||||||||||||
In addition to the payment of accreted interest associated with the settlement of the 2012 Convertible Notes, cash paid for interest during the years ended December 31, 2013, 2012 and 2011 was $9.5 million (net of $3.2 million that was capitalized into construction in progress), $12.0 million (net of $2.1 million that was capitalized into construction in progress) and $13.2 million, respectively. | ||||||||||||||||||||||||||||
Cash paid for income taxes for the years ended December 31, 2013, 2012 and 2011 was $7.6 million, $12.7 million and $14.5 million, respectively. | ||||||||||||||||||||||||||||
Property and equipment purchases included in liabilities at December 31, 2013, 2012 and 2011 were $8.6 million, $9.5 million and $6.4 million, respectively. | ||||||||||||||||||||||||||||
During the year ended December 31, 2013 the Company entered into a capital lease for equipment in the amount of $1.6 million. |
ACQUISITIONS_AND_PRO_FORMA_RES
ACQUISITIONS AND PRO FORMA RESULTS | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Business Combinations [Abstract] | ' | |||||
ACQUISITIONS AND PRO FORMA RESULTS | ' | |||||
ACQUISITIONS AND PRO FORMA RESULTS | ||||||
Tarsus Medical Inc. | ||||||
On January 24, 2013, the Company acquired all outstanding preferred and common stock of Tarsus Medical, Inc. ("Tarsus") for a total of $4.7 million consisting of $3.1 million in cash (including working capital adjustments of $0.2 million) and contingent consideration with an estimated acquisition date fair value of approximately $1.6 million. The potential maximum undiscounted contingent consideration consists of a first milestone payment of up to $1.5 million and a second payment of up to $11.5 million. These payments are based on reaching certain sales thresholds of acquired products. Tarsus is a podiatry device company addressing clinical needs associated with diseases and injuries of the foot and ankle. | ||||||
The following summarizes the final allocation of the purchase price based on fair value of the assets acquired and liabilities assumed: | ||||||
Final Purchase Price | ||||||
Allocation | ||||||
(Dollars in thousands) | ||||||
Cash | $ | 85 | ||||
Prepaid expenses | 13 | |||||
Intangible assets: | Wtd. Avg. Life: | |||||
Technology | 5,040 | 10 - 14 years | ||||
In-process research and development | 340 | Indefinite | ||||
Deferred tax asset - long term | 1,334 | |||||
Goodwill | 116 | |||||
Total assets acquired | 6,928 | |||||
Accounts payable and other liabilities | 111 | |||||
Deferred tax liability | 2,152 | |||||
Net assets acquired | $ | 4,665 | ||||
Management determined the preliminary fair value of net assets acquired during the first quarter of 2013 and finalized the working capital adjustment in the second quarter of 2013. The Company accounts for the contingent consideration by recording its fair value as a liability on the date of the acquisition and re-measuring the fair value at each reporting date until the contingency is resolved. Changes in fair value of the contingent consideration are recognized in earnings. Accordingly, on January 24, 2013 the Company recorded $1.6 million representing the initial fair value estimate of the contingent consideration that will be earned through December 31, 2015. The fair value of this liability is based on future sales projections of the Tarsus Medical product under various potential scenarios and weighting the probability of these outcomes for the period ended December 31, 2015. At the date of the acquisition, the first milestone cash flow projection was discounted using a rate of 4.3% based on an estimated after tax cost of debt; the second milestone cash flow projection was discounted using a weighted average cost of capital of 16.5%. These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement. | ||||||
At December 31, 2013 the carrying value of the second milestone was reduced to zero as management determined that the probability was remote that the underlying sales threshold needed to warrant a payment would be achieved. Additionally, the carrying value of the first milestone was increased to reflect the change in the time value of money during the period. A reconciliation of the opening balances to the closing balances of these Level 3 measurements are as follows (dollars in thousands): | ||||||
Location in Statement of Operations | ||||||
Balance as of January 1, 2013 | $ | — | ||||
Contingent consideration from Tarsus acquisition | 1,600 | |||||
Gain from decrease in fair value of contingent consideration liability | (373 | ) | Selling, general and administrative | |||
Fair value at December 31, 2013 | $ | 1,227 | ||||
The goodwill recorded in connection with this acquisition is based on (i) expected cost savings, operating synergies and other benefits expected to result from the combined operations, (ii) the value of the going-concern element of Tarsus’ existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately), and (iii) intangible assets that do not qualify for separate recognition such as Tarsus’ assembled workforce. The goodwill acquired will not be deductible for tax purposes. | ||||||
The impact of the Tarsus acquisition is not material to the consolidated operating results of the Company; therefore, the pro-forma impact of the acquisition has not been presented. | ||||||
Ascension Orthopedics, Inc. | ||||||
On September 23, 2011, the Company acquired Ascension Orthopedics, Inc. (“Ascension”) for $66.0 million, which includes amounts paid for working capital adjustments of $0.2 million less amounts received from escrow of $0.7 million. Ascension, based in Austin, Texas, develops and distributes a range of implants for the shoulder, elbow, wrist, hand, foot and ankle. | ||||||
The following summarizes the final allocation of the purchase price based on fair value of the assets acquired and liabilities assumed: | ||||||
Final | ||||||
Purchase Price | ||||||
Allocation | ||||||
(Dollars in thousands) | ||||||
Cash | $ | 627 | ||||
Inventory | 12,760 | |||||
Accounts receivable | 2,917 | |||||
Other current assets | 2,398 | |||||
Property, plant and equipment | 4,649 | |||||
Other long-term assets | 70 | |||||
Deferred tax asset — long term | 12,543 | |||||
Intangible assets: | Wtd. Avg. Life: | |||||
Technology | 7,885 | 10 years | ||||
Customer relationships | 5,750 | 12 years | ||||
In-process research and development | 1,739 | Indefinite | ||||
Supplier relationship | 4,510 | 10 years | ||||
Trade name | 560 | 1 year | ||||
Goodwill | 15,460 | |||||
Total assets acquired | 71,868 | |||||
Accounts payable and other liabilities | 5,827 | |||||
Net assets acquired | $ | 66,041 | ||||
Management determined the preliminary fair value of net assets acquired during the third quarter of 2011 and finalized the working capital adjustment in the second quarter of 2012. Measurement period adjustments included above reflected a decrease in the total fair value of inventory acquired and a decrease in the value of long-term deferred tax assets acquired which was recorded in the fourth quarter of 2011. The measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. These adjustments did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||
The goodwill recorded in connection with this acquisition is based on (i) expected cost savings, operating synergies and other benefits expected to result from the combined operations, (ii) the value of the going-concern element of Ascension’s existing business (that is, the higher rate of return on the assembled net assets versus if the Company had acquired all of the net assets separately), and (iii) intangible assets that do not qualify for separate recognition such as Ascension’s assembled workforce. The goodwill acquired will not be deductible for tax purposes. | ||||||
SeaSpine, Inc. | ||||||
On May 23, 2011, the Company acquired all of the outstanding common stock of SeaSpine, Inc. (“SeaSpine”) for $88.7 million, which includes amounts paid for working capital adjustments of $0.3 million and indemnification holdbacks totaling $7.4 million all of which was released to the seller prior to December 31, 2013. SeaSpine is based in Vista, California and designs, develops and manufactures spinal fixation products and synthetic bone substitute products. | ||||||
The following summarizes the final allocation of the purchase price based on fair value of the assets acquired and liabilities assumed: | ||||||
Final | ||||||
Purchase Price | ||||||
Allocation | ||||||
(Dollars in thousands) | ||||||
Cash | $ | 201 | ||||
Inventory | 14,900 | |||||
Accounts receivable | 7,608 | |||||
Other current assets | 623 | |||||
Property, plant and equipment | 9,177 | |||||
Deferred tax asset—long term | 302 | |||||
Intangible assets: | Wtd. Avg. Life: | |||||
Technology | 3,000 | 8 years | ||||
Customer relationships | 41,200 | 13 years | ||||
Non-compete agreements | 1,900 | 4 years | ||||
Trade name | 300 | 1 year | ||||
Goodwill | 14,572 | |||||
Total assets acquired | 93,783 | |||||
Accounts payable and other liabilities | 5,108 | |||||
Net assets acquired | $ | 88,675 | ||||
Management determined the preliminary fair value of net assets acquired during the second quarter of 2011 and finalized the working capital adjustment in the first quarter of 2012. Measurement period adjustments included above reflect a decrease in the total fair value of consideration to be transferred pursuant to the final working capital adjustment. These measurement period adjustments were made to reflect facts and circumstances existing as of the acquisition date, and did not result from intervening events subsequent to the acquisition date. This adjustment did not have a significant impact on the Company’s previously reported consolidated financial statements and, therefore, the Company has not retrospectively adjusted those financial statements. | ||||||
The goodwill recorded in connection with this acquisition is based on the benefits the Company expects to generate from SeaSpine’s future cash flows. For tax purposes, the Company is treating the acquisition as an asset acquisition; therefore, the goodwill will be deductible for tax purposes. | ||||||
Pro Forma Results (unaudited) | ||||||
The following unaudited pro forma financial information summarizes the results of operations for the year ended December 31, 2011 as if the acquisitions completed by the Company during 2011 had been completed as of January 1, 2010. The pro forma results are based upon certain assumptions and estimates, and they give effect to actual operating results prior to the acquisitions and adjustments to reflect (i) increased interest expense, depreciation expense, intangible asset amortization and fair value inventory step-up, (ii) decreases in certain expenses that will not be recurring in the post-acquisition entity, and (iii) income taxes at a rate consistent with the Company’s statutory rate. No effect has been given to other cost reductions or operating synergies. As a result, these pro forma results do not necessarily represent results that would have occurred if the acquisitions had taken place on the basis assumed above, nor are they indicative of the results of future combined operations. | ||||||
Year Ended | ||||||
December 31, | ||||||
2011 | ||||||
(In thousands except per share amounts) | ||||||
Total Revenue | $ | 811,933 | ||||
Net income | $ | 23,236 | ||||
Net income per share: | ||||||
Basic | $ | 0.8 | ||||
Diluted | $ | 0.79 | ||||
DEBT
DEBT | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
DEBT | ' | |||||||||||
DEBT | ||||||||||||
Amended and Restated Senior Credit Agreement | ||||||||||||
On August 10, 2010, the Company entered into an amended and restated credit agreement with a syndicate of lending banks (the “Senior Credit Facility”), and subsequently amended the Senior Credit Facility on June 8, 2011, May 11, 2012, and June 21, 2013. | ||||||||||||
The June 8, 2011 amendment: | ||||||||||||
i. | increased the revolving credit component from $450 million to $600 million and eliminated the $150 million term loan component that existed under the original amended and restated credit agreement; | |||||||||||
ii. | allows the Company to further increase the size of the revolving credit component by an aggregate of $200 million with additional commitments; | |||||||||||
iii. | provides the Company with decreased borrowing rates and annual commitment fees, and provides more favorable financial covenants; and | |||||||||||
iv. | extended the maturity date from August 10, 2015 to June 8, 2016. | |||||||||||
On May 11, 2012, the Company entered into another amendment to the Senior Credit Facility (the “2012 Amendment”). The 2012 Amendment modified certain financial and negative covenants. The 2012 Amendment provides that the Company’s Maximum Consolidated Total Leverage Ratio (a measure of net debt to consolidated EBITDA, in each case as defined in the Senior Credit Facility, as amended) during any consecutive four quarter period should not be greater than 3.75 to 1.00 during any such period ending on December 31, 2013 (instead of March 31, 2012). In addition, when calculating consolidated EBITDA for any period, the 2012 Amendment permits the addition of certain costs and expenses in the calculation of consolidated net income for such period, to the extent deducted in the calculation of consolidated net income. The Company capitalized $0.4 million of incremental financing costs in connection with the 2012 Amendment. | ||||||||||||
On June 21, 2013, the Company entered into another amendment to the Senior Credit Facility (the “2013 Amendment”). The 2013 Amendment modified certain financial and negative covenants and increased the Company’s Maximum Consolidated Total Leverage Ratio (a measure of net debt to consolidated EBITDA, in each case as defined in the Senior Credit Facility, as amended) to 4.25 through June 30, 2014, with a step-down to 4.00 through March 31, 2015, and then with another step-down to 3.75 thereafter. In addition, when calculating consolidated EBITDA for any period, the 2013 Amendment permits the addition of certain costs and expenses in the calculation of consolidated net income for such period, to the extent deducted in the calculation of consolidated net income. The effect of the 2013 Amendment is to increase the ability of the Company to borrow under the Senior Credit Facility during the affected periods. The Company capitalized $1.1 million of incremental financing costs in connection with the 2013 Amendment, which will be amortized through the maturity date of the Senior Credit Facility. | ||||||||||||
The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries, excluding intangible assets. The Senior Credit Facility is subject to various financial and negative covenants and at December 31, 2013, the Company was in compliance with all such covenants. | ||||||||||||
Borrowings under the Senior Credit Facility currently bear interest, at the Company’s option, at a rate equal to (i) the Eurodollar Rate (as defined in the Senior Credit Facility, which definition has not changed) in effect from time to time plus the applicable rate (ranging from 1.00% to 1.75%) or (ii) the highest of (x) the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.5%, (y) the prime lending rate of Bank of America, N.A. or (z) the one-month Eurodollar Rate plus 1.0%. The applicable rates are based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness less cash in excess of $40 million that is not subject to any restriction of the use or investment thereof to (b) consolidated EBITDA) at the time of the applicable borrowing. | ||||||||||||
The Company will also pay an annual commitment fee (ranging from 0.15% to 0.30%, based on the Company’s consolidated total leverage ratio) on the daily amount by which the revolving credit facility exceeds the outstanding loans and letters of credit under the credit facility. | ||||||||||||
At December 31, 2013 and 2012, there was $186.9 million and $321.9 million outstanding, respectively, under the Senior Credit Facility at a weighted average interest rate of 2.0% and 1.8%, respectively. At December 31, 2013, there was approximately $413.1 million available for borrowing under the Senior Credit Facility. The fair value of outstanding borrowings under the Senior Credit Facility at December 31, 2013 was approximately $187.7 million. The fair value of the Senior Credit Facility was determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair value hierarchy. Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly and are other than active market observable inputs that reflect unadjusted quoted prices for identical assets or liabilities. The Company considers the balance to be long term in nature based on its current intent and ability to repay the borrowing outside of the next twelve-month period. | ||||||||||||
2016 Convertible Senior Notes | ||||||||||||
On June 15, 2011, the Company issued $230.0 million aggregate principal amount of its 1.625% Convertible Senior Notes due 2016 (the “2016 Notes”). The 2016 Notes mature on December 15, 2016, and bear interest at a rate of 1.625% per annum payable semi-annually in arrears on December 15 and June 15 of each year. The portion of the debt proceeds that was classified as equity at the time of the offering was $43.2 million, an equivalent of that amount is being amortized to interest expense using the effective interest method through December 2016. The effective interest rate implicit in the liability component is 5.6%. | ||||||||||||
At December 31, 2013, the carrying amount of the liability component was $205.2 million, the remaining unamortized discount was $24.8 million, and the principal amount outstanding was $230.0 million. At December 31, 2012, the carrying amount of the liability component was $197.7 million, the remaining unamortized discount was $32.3 million and the principal amount outstanding was $230.0 million. | ||||||||||||
The fair value of the 2016 Notes at December 31, 2013 was approximately $252.4 million. The fair value of the liability of the 2016 Notes was determined using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair-value hierarchy. | ||||||||||||
The 2016 Notes are senior, unsecured obligations of the Company, and are convertible into cash and, if applicable, shares of its common stock based on an initial conversion rate, subject to adjustment of 17.4092 shares per $1,000 principal amount of 2016 Notes (which represents an initial conversion price of approximately $57.44 per share). The Company will satisfy any conversion of the 2016 Notes with cash up to the principal amount of the 2016 Notes pursuant to the net share settlement mechanism set forth in the indenture and, with respect to any excess conversion value, with shares of the Company’s common stock. The 2016 Notes are convertible only in the following circumstances: (1) if the closing sale price of the Company’s common stock exceeds 150% of the conversion price during a period as defined in the indenture; (2) if the average trading price per $1,000 principal amount of the 2016 Notes is less than or equal to 98% of the average conversion value of the 2016 Notes during a period as defined in the indenture; (3) at any time on or after June 15, 2016; or (4) if specified corporate transactions occur. The issue price of the 2016 Notes was equal to their face amount, which is also the amount holders are entitled to receive at maturity if the 2016 Notes are not converted. As of December 31, 2013, none of these conditions existed with respect to the 2016 Notes and as a result, the 2016 Notes are classified as long term. | ||||||||||||
In connection with the issuance of the 2016 Notes, the Company entered into call transactions and warrant transactions, primarily with affiliates of the initial purchasers of such notes (the “hedge participants”). The initial strike price of the call transaction is approximately $57.44 per share, subject to customary anti-dilution adjustments. The initial strike price of the warrant transaction is approximately $70.05 per share, subject to customary anti-dilution adjustments. | ||||||||||||
2012 Senior Convertible Notes | ||||||||||||
On June 11, 2007, the Company issued $165.0 million aggregate principal amount of its 2012 Notes (the “2012 Notes”). The 2012 Notes bear interest at a rate of 2.375% per annum payable semi-annually in arrears on December 1 and June 1 of each year. In accordance with the accounting guidance for debt with conversion and other options, the Company accounted for the liability and equity components of the 2012 Notes separately. The portion of the debt proceeds that the Company had classified as equity at the time of the offering, and recognized as a debt discount, was determined based on the fair value of similar debt instruments that did not include a conversion feature and amounted to $30.6 million. The Company amortized the debt discount to interest expense using the effective interest method through June 2012. The effective interest rate implicit in the liability component was based on the Company’s estimated non-convertible borrowing rate at the date the 2012 Notes were issued and was 6.8%. | ||||||||||||
In connection with the issuance of the 2012 Notes, the Company entered into call transactions and warrant transactions, primarily with affiliates of the initial purchasers of such notes (the “hedge participants”). The total cost of the call transactions to the Company was approximately $30.4 million and the Company received approximately $12.2 million of proceeds from the warrant transactions. The call transactions involve the Company’s purchasing call options from the hedge participants, and the warrant transactions involve the Company’s selling call options to the hedge participants with a higher strike price than the purchased call options. | ||||||||||||
In June 2012, the Company repaid the 2012 Notes at maturity with long-term borrowings from its Senior Credit Facility and cash on hand. The related bond hedge contracts terminated in components over the 100 trading day period commencing 90 days after the maturity of the 2012 Notes. | ||||||||||||
Convertible Note Interest | ||||||||||||
The interest expense components of the Company’s convertible notes are as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
2016 Notes: | ||||||||||||
Amortization of the discount on the liability component (1) | $ | 6,463 | $ | 5,993 | $ | 3,740 | ||||||
Cash interest related to the contractual interest coupon (2) | 3,218 | 3,154 | 2,024 | |||||||||
Total | $ | 9,681 | $ | 9,147 | $ | 5,764 | ||||||
2012 Notes: | ||||||||||||
Amortization of the discount on the liability component (1) | $ | — | $ | 2,527 | $ | 6,850 | ||||||
Cash interest related to the contractual interest coupon (2) | — | 1,378 | 3,919 | |||||||||
Total | $ | — | $ | 3,905 | $ | 10,769 | ||||||
-1 | In 2013, the amortization of the discount on the liability component of the 2016 Note is presented net of capitalized interest of $1.0 million. In 2012, the amortization of the discount on the liability component of the 2016 and 2012 Notes are presented net of capitalized interest of $1.1 million and $0.5 million, respectively. | |||||||||||
-2 | In 2013, the cash interest related to the contractual interest coupon on the 2016 Note is presented net of capitalized interest of $0.5 million. In 2012, the cash interest related to the contractual interest coupon on the 2016 and 2012 Notes are presented net of capitalized interest of $0.6 million and $0.3 million, respectively. |
DERIVATIVE_INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||
DERIVATIVE INSTRUMENTS | ' | |||||||||||||||||
DERIVATIVE INSTRUMENTS | ||||||||||||||||||
Interest Rate Hedging | ||||||||||||||||||
The Company’s interest rate risk relates to U.S. dollar denominated variable LIBOR interest rate borrowings. The Company uses an interest rate swap derivative instrument entered into on August 10, 2010 with an effective date of December 31, 2010 to manage its earnings and cash flow exposure to changes in interest rates by converting a portion of its floating-rate debt into fixed-rate debt beginning on December 31, 2010. This interest rate swap expires on August 10, 2015. | ||||||||||||||||||
The Company designates this derivative instrument as a cash flow hedge. The Company records the effective portion of any change in the fair value of a derivative instrument designated as a cash flow hedge as unrealized gains or losses in accumulated other comprehensive income (“AOCI”), net of tax, until the hedged item affects earnings, at which point the effective portion of any gain or loss will be reclassified to earnings. If the hedged cash flow does not occur, or if it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to interest expense at that time. | ||||||||||||||||||
The Company expects that approximately $1.7 million of pre-tax losses recorded as net in AOCI related to the interest rate hedge could be reclassified to earnings within the next twelve months. | ||||||||||||||||||
Foreign Currency Hedging | ||||||||||||||||||
From time to time the Company enters into foreign currency hedge contracts intended to protect the U.S. dollar value of certain forecasted foreign currency denominated transactions. The Company records the effective portion of any change in the fair value of foreign currency cash flow hedges in AOCI, net of tax, until the hedged item affects earnings. Once the related hedged item affects earnings, the Company reclassifies the effective portion of any related unrealized gain or loss on the foreign currency cash flow hedge to earnings. If the hedged forecasted transaction does not occur, or if it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. | ||||||||||||||||||
The success of the Company’s hedging program depends, in part, on forecasts of certain activity denominated in euros. The Company may experience unanticipated currency exchange gains or losses to the extent that there are differences between forecasted and actual activity during periods of currency volatility. In addition, changes in currency exchange rates related to any unhedged transactions may affect its earnings and cash flows. | ||||||||||||||||||
Counterparty Credit Risk | ||||||||||||||||||
The Company manages its concentration of counterparty credit risk on its derivative instruments by limiting acceptable counterparties to a group of major financial institutions with investment grade credit ratings, and by actively monitoring their credit ratings and outstanding positions on an ongoing basis. Therefore, the Company considers the credit risk of the counterparties to be low. Furthermore, none of the Company’s derivative transactions are subject to collateral or other security arrangements, and none contain provisions that depend upon the Company’s credit ratings from any credit rating agency. | ||||||||||||||||||
Fair Value of Derivative Instruments | ||||||||||||||||||
The Company has classified all of its derivative instruments within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of the derivative instruments. The fair value of the foreign currency forward exchange contracts related to inventory purchases is determined by comparing the forward rate as of the period end and the settlement rate specified in each contract. The fair value of the interest rate swap was developed using a market approach based on publicly available market yield curves and the terms of the swap. The Company performs ongoing assessments of counterparty credit risk. | ||||||||||||||||||
The following table summarizes the fair value, notional amounts presented in U.S. dollars, and presentation in the consolidated balance sheet for derivatives designated as hedging instruments as of December 31, 2013 and December 31, 2012: | ||||||||||||||||||
Fair Value as of | ||||||||||||||||||
Location on Balance Sheet (1): | December 31, | December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Derivatives designated as hedges — Liabilities: | ||||||||||||||||||
Interest rate swap — Accrued expenses and other current liabilities (2) | $ | 1,676 | $ | 1,888 | ||||||||||||||
Interest rate swap — Other liabilities (2) | 763 | 2,238 | ||||||||||||||||
Total Derivatives designated as hedges — Liabilities | $ | 2,439 | $ | 4,126 | ||||||||||||||
(1) | The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months. | |||||||||||||||||
(2) | At December 31, 2013 and December 31, 2012, the notional amount related to the Company’s sole interest rate swap was $112.5 million and $127.5 million, respectively. In the next 12 months, the Company expects to reduce the notional amount by $15.0 million. | |||||||||||||||||
The following presents the effect of derivative instruments designated as cash flow hedges on the accompanying consolidated statements of operations during the years ended December 31, 2013 and 2012: | ||||||||||||||||||
Balance in AOCI | Amount of | Amount of Gain (Loss) | Balance in AOCI | Location in | ||||||||||||||
Beginning of | Gain (Loss) | Reclassified from | End of Year | Statements of | ||||||||||||||
Year | Recognized in | AOCI into | Operations | |||||||||||||||
AOCI- | Earnings-(Effective | |||||||||||||||||
(Effective Portion) | Portion) | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||
Foreign currency forward contracts | $ | (34 | ) | $ | 142 | $ | 108 | $ | — | Costs of goods sold | ||||||||
Interest rate swap | (4,125 | ) | (252 | ) | (1,938 | ) | (2,439 | ) | Interest (expense) | |||||||||
$ | (4,159 | ) | $ | (110 | ) | $ | (1,830 | ) | $ | (2,439 | ) | |||||||
Year Ended December 31, 2012 | ||||||||||||||||||
Foreign currency forward contracts | $ | (216 | ) | $ | (127 | ) | $ | (309 | ) | $ | (34 | ) | Costs of goods sold | |||||
Interest rate swap | (4,091 | ) | (1,935 | ) | (1,901 | ) | (4,125 | ) | Interest (expense) | |||||||||
$ | (4,307 | ) | $ | (2,062 | ) | $ | (2,210 | ) | $ | (4,159 | ) | |||||||
The Company recognized no gains or losses resulting from ineffectiveness of cash flow hedges during the years ended December 31, 2013 and 2012. At December 31, 2012, there were foreign currency contracts outstanding not designated as hedges with the notional amount equivalent to $3.9 million. |
TREASURY_STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2013 | |
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | ' |
TREASURY STOCK | ' |
TREASURY STOCK | |
On October 23, 2012, the Company's Board of Directors terminated the October 2010 authorization and authorized the repurchase of up to $75.0 million of its outstanding common stock through December 2014 (the "2012 Authorization"). As of December 31, 2013, there remained $75.0 million available for repurchases under this authorization. | |
In addition to the authorizations above, on June 3, 2011, the Company’s Board of Directors separately authorized the Company to repurchase shares of common stock from the proceeds of the 2016 Notes in connection with that offering. | |
There were no treasury stock repurchases during the years ended December 31, 2013 or December 31, 2012. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
STOCK-BASED COMPENSATION | ' | |||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||||
Stock-based compensation expense - all related to employees - recognized under the authoritative guidance was as follows: | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
(In thousands) | ||||||||||||||
Selling, general and administrative | $ | 9,948 | $ | 8,646 | $ | 26,310 | ||||||||
Research and development | 355 | 335 | 404 | |||||||||||
Cost of goods sold | 90 | 70 | 91 | |||||||||||
Total stock-based compensation expense | 10,393 | 9,051 | 26,805 | |||||||||||
Total estimated tax benefit related to stock-based compensation expense | 4,018 | 3,532 | 10,468 | |||||||||||
Net effect on net income | $ | 6,375 | $ | 5,519 | $ | 16,337 | ||||||||
EMPLOYEE STOCK PURCHASE PLAN | ||||||||||||||
The purpose of the Employee Stock Purchase Plan (the “ESPP”) is to provide eligible employees of the Company with the opportunity to acquire shares of common stock at periodic intervals by means of accumulated payroll deductions. Under the ESPP, a total of 1.5 million shares of common stock are reserved for issuance. These shares will be made available either from the Company’s authorized but unissued shares of common stock or from shares of common stock reacquired by the Company as treasury shares. At December 31, 2013, 1.0 million shares remain available for purchase under the ESPP. During the years ended December 31, 2013, 2012 and 2011, the Company issued 6,309 shares, 6,315 shares and 8,523 shares under the ESPP for $0.3 million, $0.2 million and $0.2 million, respectively. | ||||||||||||||
The ESPP was amended in 2005 to reduce the discount available to participants to five percent and to fix the price against which such discount would be applied. Accordingly, the ESPP is a non-compensatory plan. | ||||||||||||||
EQUITY AWARD PLANS | ||||||||||||||
As of December 31, 2013, the Company had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock unit awards outstanding under three plans, the 2000 Equity Incentive Plan (the “2000 Plan”), the 2001 Equity Incentive Plan (the “2001 Plan”), and the 2003 Equity Incentive Plan (the “2003 Plan,” and collectively, (the “Plans”). | ||||||||||||||
In July 2008 and May 2010, the stockholders of the Company approved amendments to the 2003 Plan to increase by 750,000 and 1,750,000, respectively, the number of shares of common stock that may be issued under the 2003 Plan. The Company has reserved 2,000,000 shares under each of the 2000 Plan and the 2001 Plan, and 6,500,000 shares under the 2003 Plan. The Plans permit the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, contract stock, performance stock, or dividend equivalent rights to designated directors, officers, employees and associates of the Company. | ||||||||||||||
Stock options issued under the Plans become exercisable over specified periods, generally within four years from the date of grant for officers, directors and employees, and generally expire six years from the grant date for employees and from six to ten years for directors and certain executive officers. Restricted stock issued under the Plans vests over specified periods, generally three years after the date of grant. | ||||||||||||||
Stock Options | ||||||||||||||
The Company values stock option grants using the binomial distribution model. Management believes that the binomial distribution model is preferable to the Black-Scholes model because the binomial distribution model is a more flexible model that considers the impact of non-transferability, and vesting provisions in the valuation of employee stock options. | ||||||||||||||
In determining the value of stock options granted, the Company considered that it has never paid cash dividends and does not currently intend to pay cash dividends, and thus has assumed a 0% dividend yield. Expected volatilities are based on the historical volatility of the Company’s stock price with forward-looking assumptions. The expected life of stock options is estimated based on historical data on exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock options granted. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. In addition, the Company applies an expected forfeiture rate when amortizing stock-based compensation expenses. The estimate of the forfeiture rates is based primarily upon historical experience of employee turnover. As individual grant awards become fully vested, stock-based compensation expense is adjusted to recognize actual forfeitures. | ||||||||||||||
The following weighted-average assumptions were used in the calculation of fair value: | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Dividend yield | 0% | 0% | 0% | |||||||||||
Expected volatility | 31% | 30% | 28% | |||||||||||
Risk free interest rate | 1.52% | 1.33% | 2.47% | |||||||||||
Expected life of option from grant date | 8 years | 8 years | 8 years | |||||||||||
The following table summarizes the Company’s stock option activity: | ||||||||||||||
Weighted Average Exercise Price | Weighted Average Contractual Term in Years | Aggregate Intrinsic Value | ||||||||||||
Shares | ||||||||||||||
Stock Options | (In thousands) | (In thousands) | ||||||||||||
Outstanding at December 31, 2012 | 1,709 | $ | 37.76 | |||||||||||
Granted | 32 | 36.5 | ||||||||||||
Exercised | (63 | ) | 33.36 | |||||||||||
Forfeited or Expired | (39 | ) | 49 | |||||||||||
Outstanding at December 31, 2013 | 1,639 | $ | 37.64 | 3.2 years | $ | 16,755 | ||||||||
Vested or expected to vest at December 31, 2013 | 1,639 | $ | 37.64 | 3.2 years | $ | 16,755 | ||||||||
Exercisable at December 31, 2013 | 1,521 | $ | 37.97 | 2.9 years | $ | 15,058 | ||||||||
The intrinsic value of options exercised for the years ended December 31, 2013 and 2012 were negligible, and were $1.4 million, for the year ended December 31, 2011. The weighted average grant date fair value of options granted during the years ended December 31, 2013, 2012 and 2011 was $13.86, $12.18 and $19.18, respectively. Cash received from option exercises was $2.3 million, $0.7 million and $3.7 million, for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||
As of December 31, 2013, there was approximately $1.3 million of total unrecognized compensation costs related to unvested stock options. These costs are expected to be recognized over a weighted-average period of approximately one year. | ||||||||||||||
Awards of Restricted Stock, Performance Stock and Contract Stock | ||||||||||||||
The following table summarizes the Company’s awards of restricted stock, performance stock and contract stock for the year ended December 31, 2013: | ||||||||||||||
Performance Stock and Contract Stock Awards | ||||||||||||||
Restricted Stock Awards | ||||||||||||||
Shares | Weighted Average Grant Date Fair Value Per Share | Shares | Weighted Average Grant Date Fair Value Per Share | |||||||||||
(In thousands) | (In thousands) | |||||||||||||
Unvested, December 31, 2012 | 346 | $ | 37.8 | 199 | $ | 30.49 | ||||||||
Granted | 169 | 38.65 | 70 | 39.25 | ||||||||||
Cancellations | (34 | ) | 38.59 | (1 | ) | 35.68 | ||||||||
Released | (160 | ) | 39.43 | (4 | ) | 39.44 | ||||||||
Unvested, December 31, 2013 | 321 | $ | 37.29 | 264 | $ | 32.74 | ||||||||
The Company recognized $9.2 million, $7.7 million and $24.5 million in expense related to such awards during the years ended December 31, 2013, 2012 and 2011, respectively. The total fair market value of shares vested in 2013, 2012 and 2011 was $6.5 million, $6.7 million and $29.7 million, respectively. | ||||||||||||||
Performance stock awards have performance features associated with them. Performance stock, restricted stock and contract stock awards generally have requisite service periods of three years. The fair value of these awards is being expensed on a straight-line basis over the vesting period. As of December 31, 2013, there was approximately $11.1 million of total unrecognized compensation costs related to unvested awards. These costs are expected to be recognized over a weighted-average period of approximately two years. | ||||||||||||||
On June 7, 2012, the Company's former CEO terminated his employment with the Company and ceased to serve as Executive Chairman of the Board of Directors and as an officer or employee of the Company and its subsidiaries and affiliates. The Company's former CEO continues to serve as Chairman of the Board of Directors and as a non-employee member of the Board. In the fourth quarter of 2012, the Company distributed to him in the form of shares of its common stock 1.67 million deferred stock units (“SUs”), less shares withheld for taxes, as a result of the termination of his employment. | ||||||||||||||
At December 31, 2013, there are approximately 0.2 million additional vested Restricted Units held by various employees for which the related shares have not yet been issued. Included in this amount are 34,868 units granted in October 2010 in connection with the Company’s hiring of its Chief Executive Officer for which the Company immediately expensed $1.5 million as these shares were fully vested at the date of grant. | ||||||||||||||
At December 31, 2013, there were approximately 2.0 million shares available for grant under the Plans. |
RETIREMENT_BENEFIT_PLANS
RETIREMENT BENEFIT PLANS | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | ||||||||||||||||
RETIREMENT BENEFIT PLANS | ' | ||||||||||||||||
RETIREMENT BENEFIT PLANS | |||||||||||||||||
DEFINED BENEFIT PLANS | |||||||||||||||||
The Company maintains defined benefit pension plans that cover employees in its manufacturing plants located in Andover, United Kingdom (the “UK Plan”) and Tuttlingen, Germany (the “Germany Plan”). The Company closed the Tuttlingen, Germany plant in December 2005. The Company did not terminate the Germany Plan, and the Company remains obligated for the accrued pension benefits related to this plan. The plans cover certain current and former employees. | |||||||||||||||||
Effective March 31, 2011, the Company froze the benefits due to the participants of the UK Plan in their entirety; this curtailment resulted in a $0.3 million reduction in the projected benefit obligations which the Company recorded on that date. The Company recorded the entire curtailment gain as an offset to the unrecognized net actuarial loss in accumulated other comprehensive income; therefore, this gain had no impact on the consolidated statements of operations. | |||||||||||||||||
Net periodic benefit costs for the Company’s defined benefit pension plans included the following amounts: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(In thousands) | |||||||||||||||||
Service cost | $ | — | $ | — | $ | 26 | |||||||||||
Interest cost | 556 | 582 | 650 | ||||||||||||||
Expected return on plan assets | (407 | ) | (392 | ) | (589 | ) | |||||||||||
Recognized net actuarial loss | 2 | — | — | ||||||||||||||
Net period benefit cost | $ | 151 | $ | 190 | $ | 87 | |||||||||||
The following weighted average assumptions were used to develop net periodic pension benefit cost and the actuarial present value of projected pension benefit obligations: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Discount rate | 4.4 | % | 4.2 | % | 4.7 | % | |||||||||||
Expected return on plan assets | 3.6 | % | 3 | % | 2.9 | % | |||||||||||
Rate of compensation increase | 0 | % | 0 | % | 0 | % | |||||||||||
The discount rate is set using the Bank of America Merrill Lynch AA Corporate Bond yield curve weighted by the UK benefit plan cash flows for the year ending December 31, 2013. The expected return on plan assets represents the average rate of return expected to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rate of return, the Company considers long-term compound annualized returns of historical market data as well as actual returns on the plan assets and applies adjustments that reflect more recent capital market experience. Using this reference information, the long-term return expectations for each asset category are developed according to the allocation among those investment categories. In 2013, 2012 and 2011, the discount rate was prescribed as the current yield on corporate bonds with an average rating of AA of equivalent currency and term to the liabilities. | |||||||||||||||||
The following sets forth the change in projected benefit obligations and the change in plan assets for the years ended December 31, 2013 and 2012 and a reconciliation of the funded status at December 31, 2013 and 2012: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||
CHANGE IN PROJECTED BENEFIT OBLIGATION | |||||||||||||||||
Projected benefit obligation, beginning of year | $ | 13,918 | $ | 12,556 | |||||||||||||
Interest cost | 556 | 582 | |||||||||||||||
Benefits paid | (506 | ) | (604 | ) | |||||||||||||
Actuarial loss | 881 | 807 | |||||||||||||||
Effect of foreign currency exchange rates | 333 | 577 | |||||||||||||||
Projected benefit obligation, end of year | $ | 15,182 | $ | 13,918 | |||||||||||||
CHANGE IN PLAN ASSETS | |||||||||||||||||
Plan assets at fair value, beginning of year | $ | 14,080 | $ | 13,226 | |||||||||||||
Actual return on plan assets | (6 | ) | 41 | ||||||||||||||
Employer contributions | 826 | 797 | |||||||||||||||
Benefits paid | (493 | ) | (591 | ) | |||||||||||||
Effect of foreign currency exchange rates | 287 | 607 | |||||||||||||||
Plan assets at fair value, end of year | $ | 14,694 | $ | 14,080 | |||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||
RECONCILIATION OF FUNDED STATUS | |||||||||||||||||
Funded status - (under) over funded | $ | (488 | ) | $ | 162 | ||||||||||||
Unrecognized net actuarial loss | 2,911 | 1,512 | |||||||||||||||
Accumulated other comprehensive loss | (2,911 | ) | (1,512 | ) | |||||||||||||
Amounts recognized | $ | (488 | ) | $ | 162 | ||||||||||||
The funded status is included in other liabilities, and other assets at December 31, 2013 and 2012, respectively. | |||||||||||||||||
The combined accumulated benefit obligation for the defined benefit plans was $15.2 million and $13.9 million as of December 31, 2013 and 2012, respectively. | |||||||||||||||||
The investment strategy for the Company’s defined benefit plans is both to meet the liabilities of the plans as they fall due and to maximize the return on invested assets within appropriate risk tolerances. The UK Plan invests in pooled funds which provide a diversification that supports the overall investment objectives. The Germany Plan had no assets at December 31, 2013 or 2012. | |||||||||||||||||
Based on the assets which comprise each of the funds, the weighted-average allocation of plan assets by asset category is as follows: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Government bonds | 100 | % | 99 | % | |||||||||||||
Cash | 0 | % | 1 | % | |||||||||||||
100 | % | 100 | % | ||||||||||||||
The fair value of the Company’s pension plan assets at December 31, 2013 and 2012 is as follows: | |||||||||||||||||
Fair Value Measurements at December 31, 2013: | |||||||||||||||||
Manager/Fund | Asset Category | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
(In thousands) | |||||||||||||||||
Bank account | Cash | $ | 8 | $ | 8 | $ | — | $ | — | ||||||||
Legal & General Index-Linked Gilts Index (various tenors) (a) | Index-linked government bonds | 12,630 | — | 12,630 | — | ||||||||||||
Legal & General Over 15 Years Gilts Index (b) | Government bonds | 2,056 | — | 2,056 | — | ||||||||||||
Total | $ | 14,694 | $ | 8 | $ | 14,686 | $ | — | |||||||||
Fair Value Measurements at December 31, 2012: | |||||||||||||||||
Manager/Fund | Asset Category | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
(In thousands) | |||||||||||||||||
Bank account | Cash | $ | 195 | $ | 195 | $ | — | $ | — | ||||||||
Legal & General Index-Linked Gilts Index (various tenors) (a) | Index-linked government bonds | 11,909 | — | 11,909 | — | ||||||||||||
Legal & General Over 15 Years Gilts Index (b) | Government bonds | 1,976 | — | 1,976 | — | ||||||||||||
Total | $ | 14,080 | $ | 195 | $ | 13,885 | $ | — | |||||||||
_______________________________ | |||||||||||||||||
(a) | This category represents funds consisting of index-linked gilts and is designated to follow a benchmark index. | ||||||||||||||||
(b) | This category represents funds consisting of gilts and is designated to follow a benchmark index. | ||||||||||||||||
The Level 2 investments are single priced. The fund prices are calculated by the trustee by taking the closing market price of each underlying investment using a variety of independent pricing sources (i.e., quoted market prices). The prices also include income receivable and expenses payable, where applicable. | |||||||||||||||||
Based on year-end exchange rates, the Company anticipates contributing approximately $0.9 million to its defined benefit plans in 2014. | |||||||||||||||||
Also based on year-end exchange rates, the Company expects to pay the following estimated future benefit payments in the years indicated: | |||||||||||||||||
Expected Future Benefit Payments | |||||||||||||||||
(In thousands) | |||||||||||||||||
2014 | $ | 586 | |||||||||||||||
2015 | 613 | ||||||||||||||||
2016 | 631 | ||||||||||||||||
2017 | 647 | ||||||||||||||||
2018 | 684 | ||||||||||||||||
2019-2023 | 3,815 | ||||||||||||||||
Included in accumulated other comprehensive income is $2.9 million of unrecognized net actuarial loss, a portion of which is expected to be recognized as a component of net periodic benefit cost in 2014. | |||||||||||||||||
DEFINED CONTRIBUTION PLANS | |||||||||||||||||
The Company also has various defined contribution savings plans that cover substantially all employees in the United States, the United Kingdom and Puerto Rico. The Company matches a certain percentage of each employee’s contributions as per the provisions of the plans. Total contributions by the Company to the plans were $2.9 million, $2.7 million and $2.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. |
LEASES_AND_RELATED_PARTY_LEASE
LEASES AND RELATED PARTY LEASES | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Leases [Abstract] | ' | |||||||||||
LEASES AND RELATED PARTY LEASES | ' | |||||||||||
LEASES AND RELATED PARTY LEASES | ||||||||||||
The Company leases administrative, manufacturing, research and distribution facilities and various manufacturing, office and transportation equipment through operating lease agreements. Future minimum lease payments under operating leases at December 31, 2013 were as follows: | ||||||||||||
Related Parties | Third Parties | Total | ||||||||||
(In thousands) | ||||||||||||
2014 | $ | 272 | $ | 11,828 | $ | 12,100 | ||||||
2015 | 272 | 9,617 | 9,889 | |||||||||
2016 | 272 | 7,214 | 7,486 | |||||||||
2017 | 272 | 4,608 | 4,880 | |||||||||
2018 | 296 | 3,884 | 4,180 | |||||||||
Thereafter | 4,137 | 24,266 | 28,403 | |||||||||
Total minimum lease payments | $ | 5,521 | $ | 61,417 | $ | 66,938 | ||||||
Total rental expense for the years ended December 31, 2013, 2012 and 2011 and was $10.4 million, $10.9 million and $9.3 million, respectively, and included $0.3 million, in related party rental expense in each of the three years. | ||||||||||||
Future minimum lease payments under capital leases at December 31, 2013 were as follows: | ||||||||||||
Payments under capital leases | ||||||||||||
(In thousands) | ||||||||||||
2014 | $ | 569 | ||||||||||
2015 | 569 | |||||||||||
2016 | 569 | |||||||||||
Total minimum lease payments | 1,707 | |||||||||||
Amount representing interest | 132 | |||||||||||
Present value of minimum lease payments | $ | 1,575 | ||||||||||
Related Party Leases | ||||||||||||
The Company leases certain production equipment from a corporation whose sole stockholder is a general partnership, of which the Company’s former Chairman (and current director) is a partner and the President. The term of the lease is through March 31, 2022, and the Company has an option to renew through March 31, 2032. Under the terms of the lease agreement, the Company pays $0.1 million per year to the related party lessor. The Company also leases its manufacturing facility in Plainsboro, New Jersey, from a general partnership that is 50% owned by a corporation whose shareholders are trusts, whose beneficiaries include family members of the Company’s former Chairman (and current director). The term of the current lease agreement is through October 31, 2032 at an annual rate of approximately $0.3 million per year. The current lease agreement also provides (i) a 5-year renewal option for the Company to extend the lease from November 1, 2032 through October 31, 2037 at the fair market rental rate of the premises, and (ii) another 5-year renewal option to extend the lease from November 1, 2037 through October 31, 2042 at the fair market rental rate of the premises. |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
INCOME TAXES | ' | |||||||||||
INCOME TAXES | ||||||||||||
Income (loss) before income taxes consisted of the following: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousand) | ||||||||||||
United States operations | $ | (27,281 | ) | $ | 25,293 | $ | 1,507 | |||||
Foreign operations | 2,491 | 26,736 | 26,987 | |||||||||
Total | $ | (24,790 | ) | $ | 52,029 | $ | 28,494 | |||||
A reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
Increase (decrease) in income taxes resulting from: | ||||||||||||
State income taxes, net of federal tax benefit | (0.3 | )% | 2.6 | % | 5 | % | ||||||
Foreign operations | (21.8 | )% | (14.7 | )% | (11.5 | )% | ||||||
Goodwill impairment | 43.1 | % | — | % | — | % | ||||||
Changes in valuation allowances | (1.3 | )% | (0.4 | )% | (14.0 | )% | ||||||
Uncertain tax positions | (10.8 | )% | (2.5 | )% | (5.8 | )% | ||||||
Research and development credit | (2.2 | )% | — | % | (3.0 | )% | ||||||
Return to provision | (8.3 | )% | (0.5 | )% | (5.4 | )% | ||||||
Other | (1.9 | )% | 1.3 | % | 1.5 | % | ||||||
Effective tax rate | 31.5 | % | 20.8 | % | 1.8 | % | ||||||
The effective tax rate increased by 10.7 percentage points in 2013 compared with 2012 primarily due to an overall decrease in pretax income as a result of the goodwill impairment and general operations of the Company, as well as a change in the mix of earnings between the U.S. and overseas. The goodwill impairment primarily created a non-deductible tax event for the current year. The Company recorded an income tax benefit in 2013 of $2.7 million for the release of tax contingency reserves, offset by the establishment of new tax contingency positions during the year. Additionally, the Company recorded a tax benefit in the fourth quarter of 2013 of $1.0 million related to the correction of a deferred tax item relating primarily to 2011; this amount is included in the return-to-provision line in the above table. | ||||||||||||
During 2013, the Company's foreign operations generated a $2.7 million increase in income tax expense as a result of, among other factors, the geographic and business mix of taxable earnings and losses and the change of an income tax benefit in France as a result of a French tax law change that occurred on December 30, 2013. The 2013 foreign effective tax rate is (75.5)%, a decrease of approximately 83 percentage points over the rate in 2012. The Company's foreign tax rate is based upon statutory tax rates and is not related to a tax holiday or negotiated tax rate. | ||||||||||||
During 2012, the Company's foreign operations generated a $1.3 million income tax expense as a result of, among other factors, the geographic and business mix of taxable earnings and losses. The Company's operations in Ireland contribute to the majority of this income tax benefit, as income earned in Ireland is taxed at a corporate income tax rate that is significantly lower than the U.S. corporate rate. The 2012 foreign effective tax rate is 7.8%, an increase of approximately 9.5 percentage points over the rate in 2011, which included a tax benefit of $1.6 million relating to the correction of various deferred tax items for periods prior to 2011. The Company's foreign tax rate is based upon statutory tax rates and is not related to a tax holiday or negotiated tax rate. | ||||||||||||
During the second and fourth quarters of 2011, the Company recorded additional tax expense of $1.7 million for a correction to a state deferred tax asset relating to 2009 and an income tax benefit of $2.2 million for the correction of various other deferred tax items relating to periods prior to 2011 that largely impacted foreign operations, respectively. Since neither one of these changes are material to the December 31, 2011 or previous years' financial results, they have been recorded in the second and fourth quarters of 2011 as discrete events, respectively. | ||||||||||||
As of December 31, 2013, the Company has not provided deferred U.S. income taxes or foreign withholding taxes on temporary differences of approximately $190.7 million resulting from earnings for certain non-U.S. subsidiaries which are permanently reinvested outside the U.S. The unrecognized deferred tax liability associated with these temporary differences was estimated to be $30.9 million at December 31, 2013. Events that could trigger a need to repatriate foreign cash to the U.S. and generate a tax might include U.S. acquisitions, loans from a foreign subsidiary, or anticipated tax law changes that are considered unfavorable and would result in higher taxes on repatriations that occur after the change in tax law goes into effect. | ||||||||||||
The provision for income taxes consisted of the following: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Current: | ||||||||||||
Federal | $ | 3,200 | $ | 3,614 | $ | (934 | ) | |||||
State | (1,359 | ) | 1,373 | (1,530 | ) | |||||||
Foreign | 1,175 | 4,301 | 1,813 | |||||||||
Total current | $ | 3,016 | $ | 9,288 | $ | (651 | ) | |||||
Deferred: | ||||||||||||
Federal | (11,767 | ) | 4,053 | 1,078 | ||||||||
State | (596 | ) | 497 | 2,236 | ||||||||
Foreign | 1,534 | (3,013 | ) | (2,158 | ) | |||||||
Total deferred | $ | (10,829 | ) | $ | 1,537 | $ | 1,156 | |||||
Provision for income taxes | $ | (7,813 | ) | $ | 10,825 | $ | 505 | |||||
The income tax effects of significant temporary differences that give rise to deferred tax assets and liabilities, shown before jurisdictional netting, are presented below: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(In thousands) | ||||||||||||
Current assets: | ||||||||||||
Doubtful accounts | $ | 1,791 | $ | 1,829 | ||||||||
Inventory related items | 34,968 | 26,549 | ||||||||||
Tax credits | 3,883 | 3,275 | ||||||||||
Accrued vacation | 2,492 | 2,335 | ||||||||||
Accrued bonus | 1,266 | 4,111 | ||||||||||
Net operating loss carryforwards | 2,224 | — | ||||||||||
Other | 1,960 | 4,095 | ||||||||||
Total current deferred tax assets | 48,584 | 42,194 | ||||||||||
Less valuation allowance | (2,222 | ) | (2,922 | ) | ||||||||
Current deferred tax assets after valuation allowance | $ | 46,362 | $ | 39,272 | ||||||||
Current liabilities: | ||||||||||||
Other | (646 | ) | (314 | ) | ||||||||
Total current deferred tax liabilities | $ | (646 | ) | $ | (314 | ) | ||||||
Net current deferred tax assets | $ | 45,716 | $ | 38,958 | ||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(In thousands) | ||||||||||||
Non-current assets: | ||||||||||||
Benefit and compensation | $ | — | $ | (500 | ) | |||||||
Stock compensation | 14,879 | 12,730 | ||||||||||
Deferred revenue | 186 | 162 | ||||||||||
Net operating loss carryforwards | 26,593 | 36,037 | ||||||||||
Federal & state tax credits | 19,045 | 19,851 | ||||||||||
Other | 897 | — | ||||||||||
Total non-current deferred tax assets | 61,600 | 68,280 | ||||||||||
Less valuation allowance | (6,810 | ) | (11,321 | ) | ||||||||
Non-current deferred tax assets after valuation allowance | $ | 54,790 | $ | 56,959 | ||||||||
Non-current liabilities: | ||||||||||||
Intangible & fixed assets | (41,563 | ) | (46,650 | ) | ||||||||
Other | 105 | 359 | ||||||||||
Total non-current deferred tax liabilities | $ | (41,458 | ) | $ | (46,291 | ) | ||||||
Net non-current deferred tax assets | $ | 13,332 | $ | 10,668 | ||||||||
Total net deferred tax assets | $ | 59,048 | $ | 49,626 | ||||||||
At December 31, 2013, the Company had net operating loss carryforwards of $50.8 million for federal income tax purposes, $36.1 million for foreign income tax purposes and $51.4 million for state income tax purposes to offset future taxable income. The federal net operating loss carryforwards expire through 2032, $18.9 million of the foreign net operating loss carryforwards expire through 2021 with the remaining $17.2 million having an indefinite carry forward period. The state net operating loss carryforwards expire through 2032. | ||||||||||||
Deferred tax assets relating to tax benefits of employee stock option grants have been reduced to reflect exercises in 2012. Some exercises have resulted in tax deductions in excess of previously recorded benefits based on the option value at the time of grant (“windfalls”). Although these additional tax benefits are reflected in net operating tax loss carryforwards the additional tax benefit associated with the windfall is not recognized until the deduction reduces taxes payable. Accordingly, since the tax benefit does not reduce our current taxes payable in 2012 due to net operating loss carryforwards, these “windfall” tax benefits are not reflected in our net operating losses in deferred tax assets for 2012. Windfalls included in net operating loss carryforwards but not reflected in deferred tax assets for 2012 are $0.1 million. | ||||||||||||
A valuation allowance of $9.0 million, $14.2 million and $32.3 million is recorded against the Company’s gross deferred tax assets of $110.2 million, $110.5 million, and $125.9 million recorded at December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
The valuation allowance relates to deferred tax assets for certain items that will be deductible for income tax purposes under very limited circumstances and for which the Company believes it is not more likely than not that it will realize the associated tax benefit. The Company does not anticipate additional income tax benefits through future reductions in the valuation allowance. However, in the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made. | ||||||||||||
The Company’s valuation allowance decreased by $5.2 million, and $18.1 million in 2013 and 2012, respectively. The 2013 overall decrease in the valuation allowance was primarily due to expiring net operating losses in Switzerland which is offset by a reduction in the related deferred tax asset. Further, the Company recorded a decrease to the valuation allowance in Switzerland related to an increase in the expected future realizability of remaining net operating losses. | ||||||||||||
A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Balance, beginning of year | $ | 6,136 | $ | 3,927 | $ | 5,530 | ||||||
Gross increases: | ||||||||||||
Current year tax positions | 349 | — | — | |||||||||
Prior years' tax positions | 729 | 7,796 | 1,001 | |||||||||
Gross decreases: | ||||||||||||
Prior years' tax positions | (477 | ) | — | — | ||||||||
Settlements | — | (3,523 | ) | (962 | ) | |||||||
Statute of limitations lapses | (3,338 | ) | (2,064 | ) | (1,642 | ) | ||||||
Balance, end of year | $ | 3,399 | $ | 6,136 | $ | 3,927 | ||||||
Approximately $2.8 million of the balance at December 31, 2013 relates to uncertain tax positions that, if recognized, would affect the annual effective tax rate. Included in the balance of uncertain tax positions at December 31, 2013 is $2.0 million related to tax positions for which it is reasonably possible that the total amounts could be reduced during the twelve months following December 31, 2013, as a result of expiring statutes of limitations. | ||||||||||||
The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense. The Company recognized a $0.8 million benefit, a $0.1 million expense, and a $0.5 million benefit for interest and penalties in the income statement during the years ended December 31, 2013, 2012 and 2011, respectively. The Company had approximately $0.4 million, $1.4 million, and $1.3 million of interest and penalties accrued at December 31, 2013, 2012 and 2011, respectively. | ||||||||||||
At December 31, 2012 the Company had a deferred tax asset and reserve for uncertain tax positions for $0.5 million related to research and development credit from a prior business acquisition. It was determined in 2013 that this credit would not be realizable; therefore, the deferred tax asset was removed and the corresponding reserve for uncertain tax positions was released thus impairing this acquired benefit. | ||||||||||||
During 2012, the Company settled the review of years 2008 through 2010 with the IRS, which resulted in $2.1 million being recorded in the consolidated statement of operations as an income tax benefit, partially offset by an additional Federal income tax expense of $0.2 million in 2012, as a result of receiving the agreed upon settlement. In addition, the Company reclassified $4.2 million from deferred taxes to long-term liabilities, which had no effect on the current year tax provision. These amounts include interest and penalties related to the settlement. | ||||||||||||
The Company files Federal income tax returns, as well as multiple state, local and foreign jurisdiction tax returns. The Company is no longer subject to examinations of its Federal income tax returns by the IRS through fiscal year 2010. All significant state and local matters have been concluded through fiscal 2005. All significant foreign matters have been settled through fiscal 2007. |
NET_INCOME_PER_SHARE
NET INCOME PER SHARE | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
NET INCOME PER SHARE | ' | |||||||||||
NET INCOME (LOSS) PER SHARE | ||||||||||||
Certain of the Company’s restricted unvested share units that were granted several years ago contained rights to receive nonforfeitable dividends, and thus, were participating securities requiring the two-class method of computing earnings per share. The participating securities had an insignificant impact on the calculation of earnings per share (impacts the rounding by less than $0.01 per share) on the 2011 year presented; therefore, the Company does not present the full calculation below. | ||||||||||||
Basic and diluted net income (loss) per share was as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands, except per share amounts) | ||||||||||||
Basic net income (loss) per share: | ||||||||||||
Net income (loss) | $ | (16,977 | ) | $ | 41,204 | $ | 27,989 | |||||
Weighted average common shares outstanding | 28,416 | 28,232 | 28,952 | |||||||||
Basic net income (loss) per common share | $ | (0.60 | ) | $ | 1.46 | $ | 0.97 | |||||
Diluted net income (loss) per share: | ||||||||||||
Net income (loss) | $ | (16,977 | ) | $ | 41,204 | $ | 27,989 | |||||
Weighted average common shares outstanding — Basic | 28,416 | 28,232 | 28,952 | |||||||||
Effect of dilutive securities: | ||||||||||||
Stock options and restricted stock | — | 284 | 543 | |||||||||
Weighted average common shares for diluted earnings per share | 28,416 | 28,516 | 29,495 | |||||||||
Diluted net income (loss) per common share | $ | (0.60 | ) | $ | 1.44 | $ | 0.95 | |||||
Common stock of approximately 0.7 million, 1.0 million and 0.3 million shares at December 31, 2013, 2012 and 2011, respectively, that are issuable through exercise or conversion of dilutive securities were not included in the computation of diluted net income per share because their effect would have been antidilutive. | ||||||||||||
Performance Shares and Restricted Units that entitle the holders to approximately 0.2 million shares of common stock are included in the basic and diluted weighted average shares outstanding calculation from their date of issuance because no further consideration is due related to the issuance of the underlying common shares. |
ACCUMULATED_OTHER_COMPREHENSIV
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Comprehensive Income (Loss) [Abstract] | ' | ||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ' | ||||||||||||||||
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||
Changes in accumulated other comprehensive income (loss) by component between December 31, 2013 and 2012 are presented in the table below, net of tax: | |||||||||||||||||
Gains and Losses on Cash Flow Hedges | Defined Benefit Pension Items | Foreign Currency Items | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Balance at December 31, 2012 | $ | (2,373 | ) | $ | (1,154 | ) | $ | (1,270 | ) | $ | (4,797 | ) | |||||
Other comprehensive income before reclassifications | (54 | ) | (1,133 | ) | 5,874 | 4,687 | |||||||||||
Amounts reclassified from accumulated other comprehensive income | 1,037 | — | — | 1,037 | |||||||||||||
Current period other comprehensive income (loss) | 983 | (1,133 | ) | 5,874 | 5,724 | ||||||||||||
Balance at December 31, 2013 | $ | (1,390 | ) | $ | (2,287 | ) | $ | 4,604 | $ | 927 | |||||||
The reclassification adjustments out of accumulated other comprehensive (loss) income during the years ended December 31, 2013 and 2012 were as follows: | |||||||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||
Details about Accumulated Other Comprehensive Income Components | Amount Reclassified from Accumulated Other Comprehensive Income | Affected Line Item in the Statement where Net Income (loss) is Presented | |||||||||||||||
(In thousands) | |||||||||||||||||
Gains and losses on cash flow hedges | |||||||||||||||||
Interest rate swap | $ | (1,938 | ) | Interest (expense) | |||||||||||||
Foreign currency forwards | 108 | Cost of goods sold | |||||||||||||||
(1,830 | ) | Total before tax | |||||||||||||||
793 | Tax (expense) or benefit | ||||||||||||||||
$ | (1,037 | ) | Net of tax | ||||||||||||||
Year Ended December 31, 2012 | |||||||||||||||||
Details about Accumulated Other Comprehensive Income Components | Amount Reclassified from Accumulated Other Comprehensive Income | Affected Line Item in the Statement where Net Income (loss) is Presented | |||||||||||||||
(In thousands) | |||||||||||||||||
Gains and losses on cash flow hedges | |||||||||||||||||
Interest rate swap | $ | (1,901 | ) | Interest (expense) | |||||||||||||
Foreign currency forwards | (309 | ) | Cost of goods sold | ||||||||||||||
(2,210 | ) | Total before tax | |||||||||||||||
939 | Tax (expense) or benefit | ||||||||||||||||
$ | (1,271 | ) | Net of tax |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
COMMITMENTS AND CONTINGENCIES | ' |
COMMITMENTS AND CONTINGENCIES | |
In consideration for certain technology, manufacturing, distribution, and selling rights and licenses granted to the Company, the Company has agreed to pay royalties on sales of certain products that we sell. The royalty payments that the Company made under these agreements were not significant for any of the periods presented. | |
The Company is subject to various claims, lawsuits and proceedings in the ordinary course of the Company's business, including claims by current or former employees, distributors and competitors and with respect to its products and product liability claims, lawsuits and proceedings, some of which have been settled by the Company. In the opinion of management, such claims are either adequately covered by insurance or otherwise indemnified, or are not expected, individually or in the aggregate, to result in a material adverse effect on our financial condition. However, it is possible that the Company's results of operations, financial position and cash flows in a particular period could be materially affected by these contingencies. | |
On June 6, 2012, the Company was contacted by the United States Attorney's Office for the District of New Jersey regarding the activities of sales representatives in a single region within our Extremities Reconstruction division. The U.S. Attorney's Office is investigating the activities of three sales representatives, one of whom was a supervisor until terminated by the Company for failure to cooperate with this investigation. The activities at issue pertain to alleged improper billing of products for extremities indications. The Company is cooperating with the United States Attorney's Office on a voluntary basis and is not a subject or target of an investigation at this time. | |
The Company accrues for loss contingencies when it is deemed probable that a loss has been incurred and that loss is estimable. The amounts accrued are based on the full amount of the estimated loss before considering insurance proceeds, and do not include an estimate for legal fees expected to be incurred in connection with the loss contingency. The Company consistently accrues legal fees expected to be incurred in connection with loss contingencies as those fees are incurred by outside counsel as a period cost. |
SEGMENT_AND_GEOGRAPHIC_INFORMA
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
SEGMENT AND GEOGRAPHIC INFORMATION | ' | |||||||||||||||
SEGMENT AND GEOGRAPHIC INFORMATION | ||||||||||||||||
Starting in the first quarter of 2012, because of changes in how the Company internally manages and reports the results of its businesses to its chief operating decision maker, the Company began reporting five reportable segments. The five reportable segments and a description of their activities are described below: | ||||||||||||||||
• | The U.S. Neurosurgery segment sells a full line of products specifically for neurosurgery and critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment. | |||||||||||||||
• | The U.S. Instruments business sells more than 60,000 instrument patterns and surgical products and lighting to hospitals, surgery centers, and dental, podiatry, and veterinary offices. | |||||||||||||||
• | The U.S. Extremities segment includes the U.S. extremity reconstruction business, which includes such offerings as skin and wound repair, bone and joint fixation, implants in the upper and lower extremities, bone grafts and nerve and tendon repair. | |||||||||||||||
• | The U.S. Spine and Other segment includes (i) the U.S. Spine business, which focuses on spinal fusion, spinal implants, and deformity correction, together with bone graft substitutes and other related medical devices that are used to enhance the repair and regeneration of bone in various types of orthopedic surgical procedures, and (ii) the Private Label business, which sells the Company’s regenerative medicine and other products to strategic partners. | |||||||||||||||
• | The International segment sells similar products to those discussed above, but are managed through the following geographies: (i) Europe, Middle East and Africa, and (ii) Latin/South America, Asia-Pacific, Australia, New Zealand and Canada. The Corporate and other category includes (i) various legal, finance, executive, and human resource functions, (ii) brand management, (iii) share-based compensation costs, and (iv) costs related to procurement, manufacturing operations and logistics for the Company’s entire organization. | |||||||||||||||
Accordingly, the segment information for the prior years has been restated in accordance with authoritative guidance on segment reporting. The accounting policies of the reportable segments are the same as those described in Note 2. | ||||||||||||||||
The operating results of the various reportable segments as presented are not comparable to one another because (i) certain operating segments are more dependent than others on corporate functions for unallocated general and administrative and/or operational manufacturing functions, and (ii) the Company does not allocate certain manufacturing costs and general and administrative costs to the operating segment results. | ||||||||||||||||
Net sales and profit by reportable segment for the years ended December 31, 2013, 2012 and 2011 are as follows: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
(In thousands) | ||||||||||||||||
Segment Net Sales | ||||||||||||||||
U.S. Neurosurgery | $ | 172,250 | $ | 171,278 | $ | 165,652 | ||||||||||
U.S. Instruments | 159,627 | 162,323 | 155,833 | |||||||||||||
U.S. Extremities | 134,683 | 122,847 | 98,109 | |||||||||||||
U.S. Spine and Other | 179,940 | 190,546 | 174,479 | |||||||||||||
International | 189,714 | 183,877 | 186,005 | |||||||||||||
Total revenues | $ | 836,214 | $ | 830,871 | $ | 780,078 | ||||||||||
Segment Profit | ||||||||||||||||
U.S. Neurosurgery | $ | 83,211 | $ | 91,070 | $ | 86,206 | ||||||||||
U.S. Instruments | 45,629 | 46,294 | 41,883 | |||||||||||||
U.S. Extremities | 53,189 | 49,432 | 38,540 | |||||||||||||
U.S. Spine and Other | 8,546 | 55,891 | 51,011 | |||||||||||||
International | 56,869 | 61,336 | 64,164 | |||||||||||||
Segment profit | 247,444 | 304,023 | 281,804 | |||||||||||||
Amortization | -12,697 | -18,536 | -16,433 | |||||||||||||
Corporate and other | (238,391 | ) | (211,705 | ) | (210,459 | ) | ||||||||||
Operating income (loss) | $ | (3,644 | ) | $ | 73,782 | $ | 54,912 | |||||||||
The Company does not allocate any assets to the reportable segments, and, therefore, no asset information is reported to the chief operating decision maker and disclosed in the financial information for each segment. | ||||||||||||||||
Revenue by major product category consisted of the following: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
(In thousands) | ||||||||||||||||
Orthopedics | $ | 374,640 | $ | 369,312 | $ | 328,933 | ||||||||||
Neurosurgery | 278,672 | 277,527 | 272,538 | |||||||||||||
Instruments | 182,902 | 184,032 | 178,607 | |||||||||||||
Total Revenues | $ | 836,214 | $ | 830,871 | $ | 780,078 | ||||||||||
The Company attributes revenue to geographic areas based on the location of the customer. There are certain revenues managed by the various U.S. segments above that are generated from non-U.S. customers and therefore included in Europe and the Rest of World revenues below. | ||||||||||||||||
Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below: | ||||||||||||||||
United States* | Europe | Rest of the World | Consolidated | |||||||||||||
(In thousands) | ||||||||||||||||
Total revenue, net: | ||||||||||||||||
2013 | $ | 642,694 | $ | 93,977 | $ | 99,543 | $ | 836,214 | ||||||||
2012 | 642,830 | 90,920 | 97,121 | 830,871 | ||||||||||||
2011 | 589,946 | 97,184 | 92,948 | 780,078 | ||||||||||||
Total long-lived assets: | ||||||||||||||||
2013 | $ | 187,608 | $ | 20,010 | $ | 1,030 | $ | 208,648 | ||||||||
2012 | 166,508 | 20,242 | 1,507 | 188,257 | ||||||||||||
* Includes long-lived assets in Puerto Rico. |
SELECTED_QUARTERLY_INFORMATION
SELECTED QUARTERLY INFORMATION - UNAUDITED | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Selected Quarterly Financial Information [Abstract] | ' | |||||||||||||||
SELECTED QUARTERLY INFORMATION - UNAUDITED | ' | |||||||||||||||
SELECTED QUARTERLY INFORMATION - UNAUDITED | ||||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Total revenue, net: | ||||||||||||||||
2013 | $ | 196,652 | $ | 205,547 | $ | 213,246 | $ | 220,769 | ||||||||
2012 | 196,185 | 210,170 | 210,084 | 214,432 | ||||||||||||
Gross margin: | ||||||||||||||||
2013 | $ | 116,384 | $ | 122,479 | $ | 129,145 | $ | 134,121 | ||||||||
2012 | 121,510 | 131,896 | 130,536 | 132,502 | ||||||||||||
Net income (loss): | ||||||||||||||||
2013 (1) | $ | (4,050 | ) | $ | 3,440 | $ | (28,550 | ) | $ | 12,183 | ||||||
2012 | 6,693 | 8,514 | 13,211 | 12,786 | ||||||||||||
Basic net income (loss) per common share (2): | ||||||||||||||||
2013 | $ | (0.15 | ) | $ | 0.12 | $ | (1.02 | ) | $ | 0.4 | ||||||
2012 | 0.24 | 0.3 | 0.46 | 0.46 | ||||||||||||
Diluted net income (loss) per common share (2): | ||||||||||||||||
2013 | $ | (0.15 | ) | $ | 0.12 | $ | (1.02 | ) | $ | 0.4 | ||||||
2012 | 0.23 | 0.3 | 0.46 | 0.46 | ||||||||||||
(1) The first quarter of 2013 was negatively impacted by a voluntary recall of certain products manufactured in the Company's Añasco, Puerto Rico facility. | ||||||||||||||||
On July 31, 2013, the Company performed the annual goodwill impairment test which resulted in a non-cash goodwill impairment charge of $46.7 million for its U.S. Spine reporting unit, which is a part of the U.S. Spine and Other reportable segment. | ||||||||||||||||
The Company incurred incremental costs related to the implementation of its global enterprise resource planning system in the first, second, third, and fourth quarters of 2013 of $6.1 million, $7.6 million, $5.0 million and $5.6 million, respectively. | ||||||||||||||||
The Company incurred costs related to the remediation of the FDA warning letters at its manufacturing facilities of $2.1 million, $3.0 million, $2.8 million and $0.4 million in the first, second, third and fourth quarters of 2013, respectively. | ||||||||||||||||
(2) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts do not necessarily add to the annual amount because of differences in the weighted average common shares outstanding during each period principally due to the effect of the Company’s issuing shares of its common stock during the year. |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
On January 15, 2014, the Company acquired all outstanding shares of Confluent Surgical, Inc., ("Confluent Surgical") - including its surgical sealant and adhesion barrier product lines - from Covidien Group S.a.r.l, ("Covidien") for an aggregate purchase price of $231.0 million. The Company paid Covidien an initial cash payment of $231.0 million upon the closing of the transaction and at that time made a separate prepayment of $4.0 million under a transitional supply agreement with an affiliate of Covidien. In addition, the Company may pay Covidien up to $30.0 million following the closing, contingent upon obtaining certain U.S. and European governmental approvals related to the completion of the transition of the Confluent Surgical business and the timely supply of products under the transitional supply agreement. The Company also entered into a transition services agreement with an affiliate of Covidien at the closing. This acquisition complements Integra's global neurosurgery growth strategy aimed at providing a broader set of solutions for surgical procedures in the head. Since the acquisition occurred subsequent to December 31, 2013 the acquisition is not included in the results of operations for any of the periods presented. | |
The Company borrowed $235.0 million under its Senior Credit Facility in January 2014 in order to fund this acquisition. |
SCHEDULE_II_VALUATION_AND_QUAL
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | |||||||||||||||||||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | ' | |||||||||||||||||||
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS | ||||||||||||||||||||
Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts (1) | Deductions | Balance at End of Period | ||||||||||||||||
Description | ||||||||||||||||||||
(In thousands) | ||||||||||||||||||||
Year ended December 31, 2013: | ||||||||||||||||||||
Allowance for doubtful accounts and sales returns and allowances | $ | 7,221 | $ | 601 | $ | — | $ | (1,628 | ) | $ | 6,194 | |||||||||
Deferred tax asset valuation allowance | 14,243 | (4,497 | ) | — | (714 | ) | 9,032 | |||||||||||||
Year ended December 31, 2012: | ||||||||||||||||||||
Allowance for doubtful accounts and sales returns and allowances | $ | 6,978 | $ | 1,315 | $ | — | $ | (1,072 | ) | $ | 7,221 | |||||||||
Deferred tax asset valuation allowance | 32,304 | (16,979 | ) | 477 | (1,559 | ) | 14,243 | |||||||||||||
Year ended December 31, 2011: | ||||||||||||||||||||
Allowance for doubtful accounts and sales returns and allowances | $ | 7,322 | $ | 1,118 | $ | — | $ | (1,462 | ) | $ | 6,978 | |||||||||
Deferred tax asset valuation allowance | 36,634 | 127 | (4,238 | ) | (219 | ) | 32,304 | |||||||||||||
(1) In 2012, $0.5 million of deferred tax liability was reclassified to the valuation allowance with no impact to the consolidated statement of operations. In 2011, $4.2 million of the valuation allowance was reclassified to long-term taxes payable with no impact to the consolidated statements of operations. There were no such reclassification adjustments made during 2013. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Policies) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||||||
Basis Of Presentation | ' | |||||||||||||||||||||||||||
BASIS OF PRESENTATION | ||||||||||||||||||||||||||||
These financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and conform to Regulation S-X under the Securities Exchange Act of 1934, as amended. | ||||||||||||||||||||||||||||
Principles Of Consolidation | ' | |||||||||||||||||||||||||||
PRINCIPLES OF CONSOLIDATION | ||||||||||||||||||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions are eliminated in consolidation. See Note 3, “Acquisitions and Pro Forma Results", for details of new subsidiaries included in the consolidation. | ||||||||||||||||||||||||||||
Use Of Estimates | ' | |||||||||||||||||||||||||||
USE OF ESTIMATES | ||||||||||||||||||||||||||||
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances, net realizable value of inventories, valuation of intangible assets and in-process research and development ("IPR&D"), amortization periods for acquired intangible assets, discount rates and estimated projected cash flows used to value and test impairments of long-lived assets and goodwill, estimates of projected cash flows, depreciation and amortization periods for long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of pension assets and liabilities, valuation of derivative instruments, valuation of the equity component of convertible debt instruments, and valuation of debt instruments and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results could differ from these estimates. | ||||||||||||||||||||||||||||
Reclassifications | ' | |||||||||||||||||||||||||||
RECLASSIFICATIONS | ||||||||||||||||||||||||||||
Certain amounts from the prior years' financial statements have been reclassified in order to conform to the current year's presentation. | ||||||||||||||||||||||||||||
Cash And Cash Equivalents | ' | |||||||||||||||||||||||||||
CASH AND CASH EQUIVALENTS | ||||||||||||||||||||||||||||
The Company considers all short-term, highly liquid investments purchased with original maturities of three months or less to be cash equivalents. | ||||||||||||||||||||||||||||
Trade Accounts Receivable And Allowances For Doubtful Accounts Receivable | ' | |||||||||||||||||||||||||||
TRADE ACCOUNTS RECEIVABLE AND ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE | ||||||||||||||||||||||||||||
Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivables. | ||||||||||||||||||||||||||||
The Company evaluates the collectability of accounts receivable based on a combination of factors. In circumstances where a specific customer is unable to meet its financial obligations to the Company, a provision to the allowances for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount that is reasonably expected to be collected. For all other customers, a provision to the allowances for doubtful accounts is recorded based on factors including the length of time the receivables are past due, the current business environment and the Company's historical experience. Provisions to the allowances for doubtful accounts are recorded to selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. | ||||||||||||||||||||||||||||
Inventories | ' | |||||||||||||||||||||||||||
INVENTORIES | ||||||||||||||||||||||||||||
Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or market. Inventories consisted of the following: | ||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Finished goods | $ | 130,298 | $ | 102,401 | ||||||||||||||||||||||||
Work in process | 48,229 | 40,067 | ||||||||||||||||||||||||||
Raw materials | 34,904 | 29,338 | ||||||||||||||||||||||||||
Total inventories, net | $ | 213,431 | $ | 171,806 | ||||||||||||||||||||||||
At each balance sheet date, the Company evaluates inventories for excess quantities, obsolescence or shelf life expiration. This evaluation includes analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, a review of the shelf life expiration dates for products, as well as the feasibility of reworking or using excess or obsolete products or components in the production or assembly of other products that are not obsolete or for which there are not excess quantities in inventory. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value. | ||||||||||||||||||||||||||||
The Company capitalizes inventory costs associated with certain products prior to regulatory approval, based on management's judgment of probable economic benefit. The Company could be required to expense previously capitalized costs related to pre-approval inventory upon a change in such judgment, due to, among other potential factors, a denial or delay of approval by necessary regulatory bodies or a decision by management to discontinue the related development program. No such amounts were capitalized at December 31, 2013 or 2012. | ||||||||||||||||||||||||||||
Beginning in 2013, the Company pays a tax deductible manufacturer's excise tax imposed on the first sale of certain medical devices in the United States. The Company capitalizes the excise tax in its inventory and subsequently records it in cost of goods sold as these products are sold to third party customers. The finished goods inventory includes $6.5 million of capitalized medical device excise tax at December 31, 2013. | ||||||||||||||||||||||||||||
Property, Plant And Equipment | ' | |||||||||||||||||||||||||||
PROPERTY, PLANT AND EQUIPMENT | ||||||||||||||||||||||||||||
Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment charges. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements is capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred. The cost of computer software developed or obtained for internal use is accounted for in accordance with the Accounting Standards Codification 350-40, Internal-Use Software. | ||||||||||||||||||||||||||||
Property, plant and equipment balances and corresponding lives were as follows: | ||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | Useful Lives | ||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Land | $ | 3,022 | $ | 2,768 | ||||||||||||||||||||||||
Buildings and building improvements | 15,377 | 7,908 | 5-40 years | |||||||||||||||||||||||||
Leasehold improvements | 42,900 | 46,240 | 1-20 years | |||||||||||||||||||||||||
Machinery and production equipment | 86,192 | 85,721 | 3-20 years | |||||||||||||||||||||||||
Surgical instrument kits | 30,352 | 26,231 | 4-5 years | |||||||||||||||||||||||||
Information systems and hardware | 51,171 | 42,145 | 1-7 years | |||||||||||||||||||||||||
Furniture, fixtures, and office equipment | 16,363 | 15,692 | 1-15 years | |||||||||||||||||||||||||
Construction-in-progress | 112,130 | 90,243 | ||||||||||||||||||||||||||
Total | 357,507 | 316,948 | ||||||||||||||||||||||||||
Less: Accumulated depreciation | (157,197 | ) | (139,050 | ) | ||||||||||||||||||||||||
Property, plant and equipment, net | $ | 200,310 | $ | 177,898 | ||||||||||||||||||||||||
Depreciation expense associated with property, plant and equipment was $27.6 million, $27.5 million and $25.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||
The Company leases certain computer equipment under capital lease agreements. At December 31, 2013 the gross carrying value and accumulated depreciation of such leases amounted to $1.6 million and $0.1 million, respectively, and the cost is included as a component of Furniture, fixtures, office equipment and information systems. The Company had no capital leases at December 31, 2012. | ||||||||||||||||||||||||||||
CAPITALIZED INTEREST | ||||||||||||||||||||||||||||
The interest cost on capital projects, including facilities build-out and internal use software, is capitalized and included in the cost of the project. Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use. When no debt is incurred specifically for a project, interest is capitalized on project expenditures using the weighted average cost of the Company's outstanding borrowings. For the years ended December 31, 2013 and 2012, respectively, the Company capitalized $3.2 million and $3.9 million of interest expense into property, plant and equipment. | ||||||||||||||||||||||||||||
Goodwill And Other Intangible Assets | ' | |||||||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||||||||||
The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment at the reporting unit level annually, or more frequently if impairment indicators arise. The Company's assessment of the recoverability of goodwill is based upon a comparison of the carrying value of goodwill with its estimated fair value. The Company revised its operating segments and reporting segments in connection with the change in the Company’s Chief Executive Officer (who serves as the Company’s chief operating decision maker) effective January 3, 2012. As a result, the Company reassigned the goodwill to these new reportable segments based on the relative fair value of the Company’s reporting units as of January 1, 2012. | ||||||||||||||||||||||||||||
Historically, goodwill was tested annually for impairment as of June 30 of each fiscal year. During the quarter ended June 30, 2012, the Company adopted a new accounting principle whereby the annual impairment review of goodwill is performed as of July 31 of each year. The change in the annual goodwill impairment testing date was made to better align the annual goodwill impairment test with the timing of the Company’s annual strategic planning process. In line with this change, the Company performed an assessment of the goodwill in each of its reporting units during the first quarter of 2012. This change in accounting principle did not delay, accelerate or avoid an impairment charge. Accordingly, the Company believes that the change described above was preferable under the circumstances. | ||||||||||||||||||||||||||||
On July 31, 2013, the Company performed the annual goodwill impairment test which resulted in a non-cash goodwill impairment charge of $46.7 million for its U.S. Spine reporting unit, which is a part of the U.S. Spine and Other reportable segment. | ||||||||||||||||||||||||||||
As previously disclosed, the Company has monitored its U.S. Spine business and disclosed that it was at risk for impairment. During the course of the annual strategic planning process performed during the third quarter, the Company determined that both the actual and expected income and cash flows for the U.S. Spine reporting unit were projected to be substantially lower than forecasts, and the U.S. spine market recovery may take longer than originally forecasted, including the current expectation of future significant negative pricing pressures. Factors that contributed to the impairment of the U.S. Spine reporting unit include broader market issues as well as company-specific issues. Company-specific issues have included turnover of some distributors, significant delays in new product introductions and other operational issues that negatively impacted and decreased projected revenues by a material amount. As a result, the Company lowered its expectations of recovery in the U.S. market and its related impact on the U.S. Spine reporting unit. This revised outlook resulted in a reduction of the U.S. Spine forecasts of the sales, operating income and cash flows expected in 2014 and beyond and consequently, resulted in an impairment charge. | ||||||||||||||||||||||||||||
To derive the fair value of the reporting units, as required in step one of the impairment test, the Company used the income approach, specifically the discounted cash flow ("DCF") method, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty. Inputs used to fair value the Company's reporting units are considered inputs of the fair value hierarchy. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. The key assumptions impacting the valuation included: | ||||||||||||||||||||||||||||
• | The Company's financial projections for its reporting units, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company's strategic objectives and future growth plans. | |||||||||||||||||||||||||||
• | The projected terminal value for each reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis. The terminal value reflects the Company's assumptions related to long-term growth rates and profitability, which are based on several factors, including local and macroeconomic variables, market opportunities, and future growth plans. | |||||||||||||||||||||||||||
• | The discount rate used to measure the present value of the projected future cash flows is set using a weighted-average cost of capital method that considers market and industry data as well as the Company's specific risk factors that are likely to be considered by a market participant. The weighted-average cost of capital is the Company's estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. | |||||||||||||||||||||||||||
Based on the results of step one of the impairment test, the Company determined that the carrying value of the U.S. Spine reporting unit exceeded its respective fair value, and accordingly, the Company proceeded to step two of the impairment test. | ||||||||||||||||||||||||||||
In the second step, the Company assigned the reporting unit's fair value to all of its assets and liabilities, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit were being acquired in a business combination. If the implied fair value of the reporting unit's goodwill is less than the carrying value, the difference is recorded as an impairment charge. This allocation process was performed only for the purposes of measuring the goodwill impairment and not to adjust the carrying values of the recognized tangible assets and liabilities. Step two of the impairment test was initiated in the third quarter of 2013, but due to the time necessary to complete the analysis, was not completed at that time. The Company recorded its estimate of the goodwill impairment charge of $46.7 million in the third quarter of 2013, which represented the remaining goodwill balance in the U.S. Spine reporting unit. During the fourth quarter of 2013, the Company finalized the step two analysis relating to its impairment assessment of the goodwill and there were no changes to the impairment charge initially recorded. Approximately $16.2 million of the goodwill impairment charge was deductible for tax purposes. | ||||||||||||||||||||||||||||
Changes in the carrying amount of goodwill in 2013 and 2012 were as follows: | ||||||||||||||||||||||||||||
U.S. | U.S. | U.S. | U.S. | International | Total | |||||||||||||||||||||||
Neurosurgery | Instruments | Extremities | Spine | |||||||||||||||||||||||||
and | ||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Goodwill, gross | $ | 94,312 | $ | 57,514 | $ | 60,353 | $ | 56,219 | $ | 25,669 | $ | 294,067 | ||||||||||||||||
Accumulated impairment losses | — | — | — | — | — | — | ||||||||||||||||||||||
Goodwill at December 31, 2012 | $ | 94,312 | $ | 57,514 | $ | 60,353 | $ | 56,219 | $ | 25,669 | $ | 294,067 | ||||||||||||||||
Tarsus Medical, Inc. acquisition | — | — | 180 | — | — | 180 | ||||||||||||||||||||||
Goodwill impairment charge | — | — | — | (46,738 | ) | — | (46,738 | ) | ||||||||||||||||||||
Foreign currency translation | 853 | 519 | 546 | 106 | 231 | 2,255 | ||||||||||||||||||||||
Balance, December 31, 2013 | $ | 95,165 | $ | 58,033 | $ | 61,079 | $ | 9,587 | $ | 25,900 | $ | 249,764 | ||||||||||||||||
Identifiable intangible assets are initially recorded at fair market value at the time of acquisition generally using an income or cost approach. The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets and amortizes those costs over their expected useful lives. | ||||||||||||||||||||||||||||
The components of the Company's identifiable intangible assets were as follows: | ||||||||||||||||||||||||||||
Weighted | December 31, 2013 | Weighted | December 31, 2012 | |||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||
Life | Cost | Accumulated | Net | Life | Cost | Accumulated | Net | |||||||||||||||||||||
Amortization | Amortization | |||||||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Completed technology | 12 years | $ | 81,238 | $ | (45,343 | ) | $ | 35,895 | 12 years | $ | 75,692 | $ | (38,402 | ) | $ | 37,290 | ||||||||||||
Customer relationships | 12 years | 146,627 | (79,624 | ) | 67,003 | 12 years | 147,690 | (70,005 | ) | 77,685 | ||||||||||||||||||
Trademarks/brand names | 31 years | 33,703 | (15,648 | ) | 18,055 | 31 years | 33,807 | (15,034 | ) | 18,773 | ||||||||||||||||||
Trademarks/brand names | Indefinite | 48,484 | — | 48,484 | Indefinite | 48,484 | — | 48,484 | ||||||||||||||||||||
Supplier relationships | 27 years | 34,721 | (9,305 | ) | 25,416 | 27 years | 34,721 | (7,817 | ) | 26,904 | ||||||||||||||||||
All other (1) | 5 years | 4,251 | (1,941 | ) | 2,310 | 4 years | 4,519 | (1,388 | ) | 3,131 | ||||||||||||||||||
$ | 349,024 | $ | (151,861 | ) | $ | 197,163 | $ | 344,913 | $ | (132,646 | ) | $ | 212,267 | |||||||||||||||
-1 | At December 31, 2013 and 2012, all other included IPR&D of $1.4 million and $1.7 million, respectively, which was indefinite-lived. | |||||||||||||||||||||||||||
The Company performs its assessment of the recoverability of indefinite-lived intangible assets annually during the second quarter, or more frequently as impairment indicators arise, and it is based upon a comparison of the carrying value of such assets to their estimated fair values. The Company performed its most recent annual assessment during the second quarter of 2013, which resulted in no additional impairments. | ||||||||||||||||||||||||||||
During 2013, the Company recorded impairment charges of $0.4 million in research and development expense related to IPR&D projects that have been discontinued in its U.S Extremities segment. | ||||||||||||||||||||||||||||
During 2012, the Company recorded impairment charges of $0.1 million in cost of goods sold of its U.S. Neurosurgery segment related to technology assets whose related products were being discontinued. | ||||||||||||||||||||||||||||
During the year ended December 31, 2011, the Company recorded impairment charges to finite-lived intangible assets of $2.1 million related to technology assets whose related products were discontinued and $0.2 million related to a trade name that it no longer used because of the rebranding strategy. The Company recorded the charges as a component of cost of goods sold and amortization expense, respectively. The Company also identified one indefinite-lived trade name asset that it no longer used as a result of its rebranding strategy, which resulted in an impairment of $0.9 million. This charge was recorded as a component of amortization expense. | ||||||||||||||||||||||||||||
Amortization expense for the years ended December 31, 2013, 2012 and 2011 was $19.4 million, $25.1 million and $24.6 million, respectively. Annual amortization expense (including amounts reported in cost of product revenues, but excluding any possible future amortization associated with 1) acquired IPR&D, and 2) intangible assets that may be capitalized as a result of our Confluent Surgical acquisition in January 2014 (see Note 16)), is expected to approximate $18.4 million in 2014, $16.5 million in 2015, $14.3 million in 2016, $12.5 million in 2017 and $12.1 million in 2018. Amortization of product technology based intangible assets totaled $6.7 million, $6.6 million and $8.2 million for the years ended December 31, 2013, 2012 and 2011, respectively, and is presented by the Company within cost of goods sold. | ||||||||||||||||||||||||||||
Long-Lived Assets | ' | |||||||||||||||||||||||||||
LONG-LIVED ASSETS | ||||||||||||||||||||||||||||
Long-lived assets held and used by the Company, including property, plant and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets to be held and used, a recoverability test is performed using projected undiscounted net cash flows applicable to the long-lived assets. If an impairment exists, the amount of such impairment is calculated based on the estimated fair value of the asset. Impairments to long-lived assets to be disposed of are recorded based upon the difference between the carrying value and the fair value of the applicable assets. | ||||||||||||||||||||||||||||
Integra Foundation | ' | |||||||||||||||||||||||||||
INTEGRA FOUNDATION | ||||||||||||||||||||||||||||
The Company may periodically make contributions to the Integra Foundation, Inc. The Integra Foundation was incorporated in 2002 exclusively for charitable, educational, and scientific purposes and qualifies under IRC 501(c)(3) as an exempt private foundation. Under its charter, the Integra Foundation engages in activities that promote health, the diagnosis and treatment of disease, and the development of medical science through grants, contributions and other appropriate means. The Integra Foundation is a separate legal entity and is not a subsidiary of the Company; therefore, its results are not included in these consolidated financial statements. The Company contributed $0.6 million, $1.0 million and $0.3 million to the Integra Foundation during the years ended December 31, 2013, 2012 and 2011, respectively. These contributions were recorded in selling, general, and administrative expense. | ||||||||||||||||||||||||||||
Derivatives | ' | |||||||||||||||||||||||||||
DERIVATIVES | ||||||||||||||||||||||||||||
The Company develops, manufactures, and sells medical devices globally, and its earnings and cash flows are exposed to market risk from changes in interest rates and currency exchange rates. The Company addresses these risks through a risk management program that includes the use of derivative financial instruments, and operates the program pursuant to documented corporate risk management policies. All derivative financial instruments are recognized in the financial statements at fair value in accordance with the authoritative guidance. Under the guidance, for those instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation, based on the exposure being hedged. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, further, on the type of hedging relationship. The Company's derivative instruments do not subject its earnings or cash flows to material risk, and gains and losses on these derivatives generally offset losses and gains on the item being hedged. The Company has not entered into derivative transactions for speculative purposes and from time to time, the Company may enter into derivatives that are not designated as hedging instruments in order to protect itself from currency volatility due to intercompany balances. | ||||||||||||||||||||||||||||
All derivative instruments are recognized at their fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments, using the framework prescribed by the authoritative guidance, by considering the estimated amount the Company would receive to sell or transfer these instruments at the reporting date and by taking into account: expected forward interest rates, currency exchange rates, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company utilizes a discounted cash flow model to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The Company has classified all of its derivative assets and liabilities within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of its derivative instruments. The Company classifies derivatives that meet the definition of hedges in the same category as the item being hedged for cash flow presentation purposes. | ||||||||||||||||||||||||||||
Foreign Currency | ' | |||||||||||||||||||||||||||
FOREIGN CURRENCY | ||||||||||||||||||||||||||||
All assets and liabilities of foreign subsidiaries which have a functional currency other than the U.S. dollar are translated at the rate of exchange at year-end, while elements of the income statement are translated at the average exchange rates in effect during the year. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss). These currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in non-U.S. subsidiaries. Foreign currency transaction gains and losses are reported in other income (expense), net. | ||||||||||||||||||||||||||||
Income Taxes | ' | |||||||||||||||||||||||||||
INCOME TAXES | ||||||||||||||||||||||||||||
Income taxes are accounted for by using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. | ||||||||||||||||||||||||||||
The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. Reserves are established for positions that don't meet this recognition threshold. The reserve is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. These reserves are classified as long-term liabilities in the consolidated balance sheets of the Company. The Company also records interest and penalties accrued in relation to uncertain tax benefits as a component of income tax expense. | ||||||||||||||||||||||||||||
While the Company believes it has identified all reasonably identifiable exposures and the reserve it has established for identifiable exposures is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause the Company to either materially increase or reduce the carrying amount of its tax reserve. | ||||||||||||||||||||||||||||
The Company's policy has been to leave its unremitted foreign earnings invested indefinitely outside the United States, and it intends to continue this policy. As such, taxes have not been provided on any of the remaining accumulated foreign unremitted earnings. Where it has become apparent that some or all of the undistributed earnings will be remitted in the foreseeable future, tax consequences are considered. | ||||||||||||||||||||||||||||
Revenue Recognition | ' | |||||||||||||||||||||||||||
REVENUE RECOGNITION | ||||||||||||||||||||||||||||
Total revenues, net, include product sales, product royalties and other revenues, such as fees received under research, licensing, distribution arrangements, research grants, and technology-related royalties. | ||||||||||||||||||||||||||||
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred; title and risk of loss have passed to the customer, there is a fixed or determinable sales price, and collectability of that sales price is reasonably assured. For product sales, the Company's stated terms are primarily FOB shipping point and with most customers, title and risk of loss pass to the customer at that time. With certain United States customers, the Company retains risk of loss until the customers receive the product, and in those situations, the Company recognizes revenue upon receipt by the customer. A portion of the Company's product revenue is generated from consigned inventory maintained at hospitals and distributors, and also from inventory physically held by field sales representatives. For these types of products sales, the Company retains title until receiving appropriate notification that the product has been used or implanted, at which time revenue is recognized. | ||||||||||||||||||||||||||||
Each revenue transaction is evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. There are generally no significant customer acceptance or other conditions that prevent the Company from recognizing revenue in accordance with its delivery terms. In certain cases, where the Company has performance obligations that are significant to the functionality of the product, the Company recognizes revenue upon fulfillment of its obligation. | ||||||||||||||||||||||||||||
Sales invoices issued to customers contain the Company's price for each product or service. The Company performs a review of each specific customer's credit worthiness and ability to pay prior to accepting them as a customer. Further, the Company performs periodic reviews of its customers' status prospectively. | ||||||||||||||||||||||||||||
The Company records a provision for estimated returns and allowances on revenues in the same period as the related revenues are recorded. These estimates are based on historical sales returns and discounts and other known factors. The provisions are recorded as a reduction to revenues. | ||||||||||||||||||||||||||||
The Company's return policy, as set forth in its product catalogs and sales invoices, requires the Company to review and authorize the return of product in advance. Upon authorization, a credit will be issued for goods returned within a set amount of days from shipment, which is generally ninety days. | ||||||||||||||||||||||||||||
Product royalties are estimated and recognized in the same period that the royalty-based products are sold by the Company's strategic partners. The Company estimates and recognizes royalty revenue based upon communication with licensees, historical information and expected sales trends. Differences between actual revenues and estimated royalty revenues are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant. | ||||||||||||||||||||||||||||
Other operating revenues may include fees received under research, licensing, and distribution arrangements, technology-related royalties and research grants. Non-refundable fees received under research, licensing and distribution arrangements or for the licensing of technology are recognized as revenue when received if the Company has no continuing obligations to the other party. For those arrangements where the Company has continuing performance obligations, revenue is recognized using the lesser of the amount of non-refundable cash received or the result achieved using the proportional performance method of accounting based upon the estimated cost to complete these obligations. Research grant revenue is recognized when the related expenses are incurred. | ||||||||||||||||||||||||||||
Shipping And Handling Fees And Costs | ' | |||||||||||||||||||||||||||
SHIPPING AND HANDLING FEES AND COSTS | ||||||||||||||||||||||||||||
Amounts billed to customers for shipping and handling are included in revenues. The related shipping and freight charges incurred by the Company are included in cost of goods sold. Distribution and handling costs of $14.1 million, $13.6 million and $11.5 million were recorded in selling, general and administrative expense during the years ended December 31, 2013, 2012 and 2011, respectively. | ||||||||||||||||||||||||||||
Product Warranties | ' | |||||||||||||||||||||||||||
PRODUCT WARRANTIES | ||||||||||||||||||||||||||||
Certain of the Company's medical devices, including monitoring systems and neurosurgical systems, are reusable and are designed to operate over long periods of time. These products are sold with warranties which may extend for up to two years from date of purchase. The Company accrues estimated product warranty costs at the time of sale based on historical experience. Any additional amounts are recorded when such costs are probable and can be reasonably estimated. Accrued warranty expense of $0.3 million and $0.4 million is recorded in the consolidated balance sheet at December 31, 2013 and 2012, respectively. | ||||||||||||||||||||||||||||
Research And Development | ' | |||||||||||||||||||||||||||
RESEARCH AND DEVELOPMENT | ||||||||||||||||||||||||||||
Research and development costs, including salaries, depreciation, consultant and other external fees, and facility costs directly attributable to research and development activities, are expensed in the period in which they are incurred. | ||||||||||||||||||||||||||||
IPR&D recorded in connection with acquisitions represent the value assigned to acquired assets to be used in research and development activities and for which there is no alternative use. Value is generally assigned to these assets based on the net present value of the projected cash flows expected to be generated by those assets. | ||||||||||||||||||||||||||||
During 2013 the Company capitalized $0.3 million of IPR&D as a result of current-year acquisitions, and there was none capitalized in 2012. | ||||||||||||||||||||||||||||
Employee Termination Benefits And Other Exit-Related Costs | ' | |||||||||||||||||||||||||||
EMPLOYEE TERMINATION BENEFITS AND OTHER EXIT-RELATED COSTS | ||||||||||||||||||||||||||||
The Company does not have a written severance plan, and it does not offer similar termination benefits to affected employees in all restructuring initiatives. Accordingly, in situations where minimum statutory termination benefits must be paid to the affected employees, the Company records employee severance costs associated with these restructuring activities in accordance with the authoritative guidance for non-retirement post-employment benefits. Charges associated with these activities are recorded when the payment of benefits is probable and can be reasonably estimated. In all other situations where the Company pays out termination benefits, including supplemental benefits paid in excess of statutory minimum amounts and benefits offered to affected employees based on management's discretion, the Company records these termination costs in accordance with the authoritative guidance for exit or disposal costs. | ||||||||||||||||||||||||||||
The timing of the recognition of charges for employee severance costs other than minimum statutory benefits depends on whether the affected employees are required to render service beyond their legal notification period in order to receive the benefits. If affected employees are required to render service beyond their legal notification period, charges are recognized ratably over the future service period. Otherwise, charges are recognized when management has approved a specific plan and employee communication requirements have been met. | ||||||||||||||||||||||||||||
For leased facilities and equipment that have been abandoned, the Company records estimated lease losses based on the fair value of the lease liability, as measured by the present value of future lease payments subsequent to abandonment, less the present value of any estimated sublease income on the cease-use date. For owned facilities and equipment that will be disposed of, the Company records impairment losses based on fair value less costs to sell. The Company also reviews the remaining useful life of long-lived assets following a decision to exit a facility and may accelerate depreciation or amortization of these assets, as appropriate. | ||||||||||||||||||||||||||||
Stock-Based Compensation | ' | |||||||||||||||||||||||||||
STOCK-BASED COMPENSATION | ||||||||||||||||||||||||||||
The Company applies the authoritative guidance for stock-based compensation. This guidance requires companies to recognize the expense related to the fair value of their stock-based compensation awards. Stock-based compensation expense for stock option awards granted after January 1, 2006 was based on the fair value on the grant date using the binomial distribution model. The Company recognized compensation expense for stock option awards, restricted stock awards, performance stock awards and contract stock awards on a ratable basis over the requisite service period of the award. The long form method was used in the determination of the windfall tax benefit in accordance with the guidance. | ||||||||||||||||||||||||||||
Pension Benefits | ' | |||||||||||||||||||||||||||
PENSION BENEFITS | ||||||||||||||||||||||||||||
Defined benefit pension plans cover certain employees and retirees in the U.K. and former employees in Germany. Various factors are considered in determining the pension liability, including the number of employees expected to be paid their salary levels and years of service, the expected return on plan assets, the discount rate used to determine the benefit obligations, the timing of benefit payments and other actuarial assumptions. If the actual results and events for the pension plans differ from current assumptions, the benefit obligation may be over or under valued. | ||||||||||||||||||||||||||||
Retirement benefit plan assumptions are reassessed on an annual basis or more frequently if changes in circumstances indicate a re-evaluation of assumptions are required. The key benefit plan assumptions are the discount rate and expected rate of return on plan assets. The discount rate is based on average rates on bonds that matched the expected cash outflows of the benefit plans. The expected rate of return is based on historical and expected returns on the various categories of plan assets. | ||||||||||||||||||||||||||||
Pension contributions are expected to be consistent over the next few years since the Germany and U.K. plans are frozen. Contributions to the plans during the years ended December 31, 2013, 2012 and 2011 were $0.8 million, $0.8 million and $1.1 million, respectively. | ||||||||||||||||||||||||||||
Concentration Of Credit Risk | ' | |||||||||||||||||||||||||||
CONCENTRATION OF CREDIT RISK | ||||||||||||||||||||||||||||
Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, which are held at major financial institutions, investment-grade marketable debt securities and trade receivables. | ||||||||||||||||||||||||||||
The Company's products are sold on an uncollateralized basis and on credit terms based upon a credit risk assessment of each customer. A portion of the Company's trade receivables to customers outside the United States includes sales to foreign distributors, who then sell to government owned or supported healthcare systems. The ongoing economic conditions in certain European countries, especially Greece, Ireland, Italy, Portugal and Spain remain uncertain. Accounts receivable from customers in these countries was approximately $6.1 million at December 31, 2013, of which $0.7 million was reserved. At December 31, 2012, the accounts receivable from customers in these countries was $4.3 million, of which $0.4 million was reserved. | ||||||||||||||||||||||||||||
None of the Company's customers accounted for 10% or more of the consolidated net sales during the years ended December 31, 2013, 2012 and 2011. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES (Tables) | 12 Months Ended | |||||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||||||||||||||||
Schedule Of Inventories, Net | ' | |||||||||||||||||||||||||||
Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or market. Inventories consisted of the following: | ||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | |||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Finished goods | $ | 130,298 | $ | 102,401 | ||||||||||||||||||||||||
Work in process | 48,229 | 40,067 | ||||||||||||||||||||||||||
Raw materials | 34,904 | 29,338 | ||||||||||||||||||||||||||
Total inventories, net | $ | 213,431 | $ | 171,806 | ||||||||||||||||||||||||
Schedule Of Property, Plant And Equipment Balances And Corresponding Lives | ' | |||||||||||||||||||||||||||
Property, plant and equipment balances and corresponding lives were as follows: | ||||||||||||||||||||||||||||
December 31, | ||||||||||||||||||||||||||||
2013 | 2012 | Useful Lives | ||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Land | $ | 3,022 | $ | 2,768 | ||||||||||||||||||||||||
Buildings and building improvements | 15,377 | 7,908 | 5-40 years | |||||||||||||||||||||||||
Leasehold improvements | 42,900 | 46,240 | 1-20 years | |||||||||||||||||||||||||
Machinery and production equipment | 86,192 | 85,721 | 3-20 years | |||||||||||||||||||||||||
Surgical instrument kits | 30,352 | 26,231 | 4-5 years | |||||||||||||||||||||||||
Information systems and hardware | 51,171 | 42,145 | 1-7 years | |||||||||||||||||||||||||
Furniture, fixtures, and office equipment | 16,363 | 15,692 | 1-15 years | |||||||||||||||||||||||||
Construction-in-progress | 112,130 | 90,243 | ||||||||||||||||||||||||||
Total | 357,507 | 316,948 | ||||||||||||||||||||||||||
Less: Accumulated depreciation | (157,197 | ) | (139,050 | ) | ||||||||||||||||||||||||
Property, plant and equipment, net | $ | 200,310 | $ | 177,898 | ||||||||||||||||||||||||
Schedule Of Changes In Carrying Amount Of Goodwill | ' | |||||||||||||||||||||||||||
Changes in the carrying amount of goodwill in 2013 and 2012 were as follows: | ||||||||||||||||||||||||||||
U.S. | U.S. | U.S. | U.S. | International | Total | |||||||||||||||||||||||
Neurosurgery | Instruments | Extremities | Spine | |||||||||||||||||||||||||
and | ||||||||||||||||||||||||||||
Other | ||||||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||||||
Goodwill, gross | $ | 94,312 | $ | 57,514 | $ | 60,353 | $ | 56,219 | $ | 25,669 | $ | 294,067 | ||||||||||||||||
Accumulated impairment losses | — | — | — | — | — | — | ||||||||||||||||||||||
Goodwill at December 31, 2012 | $ | 94,312 | $ | 57,514 | $ | 60,353 | $ | 56,219 | $ | 25,669 | $ | 294,067 | ||||||||||||||||
Tarsus Medical, Inc. acquisition | — | — | 180 | — | — | 180 | ||||||||||||||||||||||
Goodwill impairment charge | — | — | — | (46,738 | ) | — | (46,738 | ) | ||||||||||||||||||||
Foreign currency translation | 853 | 519 | 546 | 106 | 231 | 2,255 | ||||||||||||||||||||||
Balance, December 31, 2013 | $ | 95,165 | $ | 58,033 | $ | 61,079 | $ | 9,587 | $ | 25,900 | $ | 249,764 | ||||||||||||||||
Components Of Company's Identifiable Intangible Assets | ' | |||||||||||||||||||||||||||
The components of the Company's identifiable intangible assets were as follows: | ||||||||||||||||||||||||||||
Weighted | December 31, 2013 | Weighted | December 31, 2012 | |||||||||||||||||||||||||
Average | Average | |||||||||||||||||||||||||||
Life | Cost | Accumulated | Net | Life | Cost | Accumulated | Net | |||||||||||||||||||||
Amortization | Amortization | |||||||||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
Completed technology | 12 years | $ | 81,238 | $ | (45,343 | ) | $ | 35,895 | 12 years | $ | 75,692 | $ | (38,402 | ) | $ | 37,290 | ||||||||||||
Customer relationships | 12 years | 146,627 | (79,624 | ) | 67,003 | 12 years | 147,690 | (70,005 | ) | 77,685 | ||||||||||||||||||
Trademarks/brand names | 31 years | 33,703 | (15,648 | ) | 18,055 | 31 years | 33,807 | (15,034 | ) | 18,773 | ||||||||||||||||||
Trademarks/brand names | Indefinite | 48,484 | — | 48,484 | Indefinite | 48,484 | — | 48,484 | ||||||||||||||||||||
Supplier relationships | 27 years | 34,721 | (9,305 | ) | 25,416 | 27 years | 34,721 | (7,817 | ) | 26,904 | ||||||||||||||||||
All other (1) | 5 years | 4,251 | (1,941 | ) | 2,310 | 4 years | 4,519 | (1,388 | ) | 3,131 | ||||||||||||||||||
$ | 349,024 | $ | (151,861 | ) | $ | 197,163 | $ | 344,913 | $ | (132,646 | ) | $ | 212,267 | |||||||||||||||
-1 | At December 31, 2013 and 2012, all other included IPR&D of $1.4 million and $1.7 million, respectively, which was indefinite-lived. |
ACQUISITIONS_AND_PRO_FORMA_RES1
ACQUISITIONS AND PRO FORMA RESULTS (Tables) | 12 Months Ended | |||||
Dec. 31, 2013 | ||||||
Business Acquisition [Line Items] | ' | |||||
Pro Forma Financial Information, Summary Of Results Of Operations | ' | |||||
As a result, these pro forma results do not necessarily represent results that would have occurred if the acquisitions had taken place on the basis assumed above, nor are they indicative of the results of future combined operations. | ||||||
Year Ended | ||||||
December 31, | ||||||
2011 | ||||||
(In thousands except per share amounts) | ||||||
Total Revenue | $ | 811,933 | ||||
Net income | $ | 23,236 | ||||
Net income per share: | ||||||
Basic | $ | 0.8 | ||||
Diluted | $ | 0.79 | ||||
Tarsus Medical, Inc. | ' | |||||
Business Acquisition [Line Items] | ' | |||||
Final Purchase Price of Net Assets Acquired | ' | |||||
The following summarizes the final allocation of the purchase price based on fair value of the assets acquired and liabilities assumed: | ||||||
Final Purchase Price | ||||||
Allocation | ||||||
(Dollars in thousands) | ||||||
Cash | $ | 85 | ||||
Prepaid expenses | 13 | |||||
Intangible assets: | Wtd. Avg. Life: | |||||
Technology | 5,040 | 10 - 14 years | ||||
In-process research and development | 340 | Indefinite | ||||
Deferred tax asset - long term | 1,334 | |||||
Goodwill | 116 | |||||
Total assets acquired | 6,928 | |||||
Accounts payable and other liabilities | 111 | |||||
Deferred tax liability | 2,152 | |||||
Net assets acquired | $ | 4,665 | ||||
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | ' | |||||
A reconciliation of the opening balances to the closing balances of these Level 3 measurements are as follows (dollars in thousands): | ||||||
Location in Statement of Operations | ||||||
Balance as of January 1, 2013 | $ | — | ||||
Contingent consideration from Tarsus acquisition | 1,600 | |||||
Gain from decrease in fair value of contingent consideration liability | (373 | ) | Selling, general and administrative | |||
Fair value at December 31, 2013 | $ | 1,227 | ||||
Ascension Orthopedics, Inc. | ' | |||||
Business Acquisition [Line Items] | ' | |||||
Final Purchase Price of Net Assets Acquired | ' | |||||
The following summarizes the final allocation of the purchase price based on fair value of the assets acquired and liabilities assumed: | ||||||
Final | ||||||
Purchase Price | ||||||
Allocation | ||||||
(Dollars in thousands) | ||||||
Cash | $ | 627 | ||||
Inventory | 12,760 | |||||
Accounts receivable | 2,917 | |||||
Other current assets | 2,398 | |||||
Property, plant and equipment | 4,649 | |||||
Other long-term assets | 70 | |||||
Deferred tax asset — long term | 12,543 | |||||
Intangible assets: | Wtd. Avg. Life: | |||||
Technology | 7,885 | 10 years | ||||
Customer relationships | 5,750 | 12 years | ||||
In-process research and development | 1,739 | Indefinite | ||||
Supplier relationship | 4,510 | 10 years | ||||
Trade name | 560 | 1 year | ||||
Goodwill | 15,460 | |||||
Total assets acquired | 71,868 | |||||
Accounts payable and other liabilities | 5,827 | |||||
Net assets acquired | $ | 66,041 | ||||
SeaSpine, Inc. | ' | |||||
Business Acquisition [Line Items] | ' | |||||
Final Purchase Price of Net Assets Acquired | ' | |||||
The following summarizes the final allocation of the purchase price based on fair value of the assets acquired and liabilities assumed: | ||||||
Final | ||||||
Purchase Price | ||||||
Allocation | ||||||
(Dollars in thousands) | ||||||
Cash | $ | 201 | ||||
Inventory | 14,900 | |||||
Accounts receivable | 7,608 | |||||
Other current assets | 623 | |||||
Property, plant and equipment | 9,177 | |||||
Deferred tax asset—long term | 302 | |||||
Intangible assets: | Wtd. Avg. Life: | |||||
Technology | 3,000 | 8 years | ||||
Customer relationships | 41,200 | 13 years | ||||
Non-compete agreements | 1,900 | 4 years | ||||
Trade name | 300 | 1 year | ||||
Goodwill | 14,572 | |||||
Total assets acquired | 93,783 | |||||
Accounts payable and other liabilities | 5,108 | |||||
Net assets acquired | $ | 88,675 | ||||
DEBT_Tables
DEBT (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||
Components of Interest Expense | ' | |||||||||||
The interest expense components of the Company’s convertible notes are as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
2016 Notes: | ||||||||||||
Amortization of the discount on the liability component (1) | $ | 6,463 | $ | 5,993 | $ | 3,740 | ||||||
Cash interest related to the contractual interest coupon (2) | 3,218 | 3,154 | 2,024 | |||||||||
Total | $ | 9,681 | $ | 9,147 | $ | 5,764 | ||||||
2012 Notes: | ||||||||||||
Amortization of the discount on the liability component (1) | $ | — | $ | 2,527 | $ | 6,850 | ||||||
Cash interest related to the contractual interest coupon (2) | — | 1,378 | 3,919 | |||||||||
Total | $ | — | $ | 3,905 | $ | 10,769 | ||||||
-1 | In 2013, the amortization of the discount on the liability component of the 2016 Note is presented net of capitalized interest of $1.0 million. In 2012, the amortization of the discount on the liability component of the 2016 and 2012 Notes are presented net of capitalized interest of $1.1 million and $0.5 million, respectively. | |||||||||||
-2 | In 2013, the cash interest related to the contractual interest coupon on the 2016 Note is presented net of capitalized interest of $0.5 million. In 2012, the cash interest related to the contractual interest coupon on the 2016 and 2012 Notes are presented net of capitalized interest of $0.6 million and $0.3 million, respectively. |
DERIVATIVE_INSTRUMENTS_Tables
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended | |||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | |||||||||||||||||
Summary Of Fair Value In Balance Sheet For Derivatives Designated As Hedging Instruments | ' | |||||||||||||||||
The following table summarizes the fair value, notional amounts presented in U.S. dollars, and presentation in the consolidated balance sheet for derivatives designated as hedging instruments as of December 31, 2013 and December 31, 2012: | ||||||||||||||||||
Fair Value as of | ||||||||||||||||||
Location on Balance Sheet (1): | December 31, | December 31, | ||||||||||||||||
2013 | 2012 | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Derivatives designated as hedges — Liabilities: | ||||||||||||||||||
Interest rate swap — Accrued expenses and other current liabilities (2) | $ | 1,676 | $ | 1,888 | ||||||||||||||
Interest rate swap — Other liabilities (2) | 763 | 2,238 | ||||||||||||||||
Total Derivatives designated as hedges — Liabilities | $ | 2,439 | $ | 4,126 | ||||||||||||||
(1) | The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months. | |||||||||||||||||
(2) | At December 31, 2013 and December 31, 2012, the notional amount related to the Company’s sole interest rate swap was $112.5 million and $127.5 million, respectively. In the next 12 months, the Company expects to reduce the notional amount by $15.0 million. | |||||||||||||||||
Effect Of Derivative Instruments Designated As Cash Flow Hedges On Statements Of Operations | ' | |||||||||||||||||
The following presents the effect of derivative instruments designated as cash flow hedges on the accompanying consolidated statements of operations during the years ended December 31, 2013 and 2012: | ||||||||||||||||||
Balance in AOCI | Amount of | Amount of Gain (Loss) | Balance in AOCI | Location in | ||||||||||||||
Beginning of | Gain (Loss) | Reclassified from | End of Year | Statements of | ||||||||||||||
Year | Recognized in | AOCI into | Operations | |||||||||||||||
AOCI- | Earnings-(Effective | |||||||||||||||||
(Effective Portion) | Portion) | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Year Ended December 31, 2013 | ||||||||||||||||||
Foreign currency forward contracts | $ | (34 | ) | $ | 142 | $ | 108 | $ | — | Costs of goods sold | ||||||||
Interest rate swap | (4,125 | ) | (252 | ) | (1,938 | ) | (2,439 | ) | Interest (expense) | |||||||||
$ | (4,159 | ) | $ | (110 | ) | $ | (1,830 | ) | $ | (2,439 | ) | |||||||
Year Ended December 31, 2012 | ||||||||||||||||||
Foreign currency forward contracts | $ | (216 | ) | $ | (127 | ) | $ | (309 | ) | $ | (34 | ) | Costs of goods sold | |||||
Interest rate swap | (4,091 | ) | (1,935 | ) | (1,901 | ) | (4,125 | ) | Interest (expense) | |||||||||
$ | (4,307 | ) | $ | (2,062 | ) | $ | (2,210 | ) | $ | (4,159 | ) |
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Summary Of Employee Stock-Based Compensation Expense | ' | |||||||||||||
tock-based compensation expense - all related to employees - recognized under the authoritative guidance was as follows: | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
(In thousands) | ||||||||||||||
Selling, general and administrative | $ | 9,948 | $ | 8,646 | $ | 26,310 | ||||||||
Research and development | 355 | 335 | 404 | |||||||||||
Cost of goods sold | 90 | 70 | 91 | |||||||||||
Total stock-based compensation expense | 10,393 | 9,051 | 26,805 | |||||||||||
Total estimated tax benefit related to stock-based compensation expense | 4,018 | 3,532 | 10,468 | |||||||||||
Net effect on net income | $ | 6,375 | $ | 5,519 | $ | 16,337 | ||||||||
Summary Of Weighted-Average Assumptions | ' | |||||||||||||
The following weighted-average assumptions were used in the calculation of fair value: | ||||||||||||||
Years Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Dividend yield | 0% | 0% | 0% | |||||||||||
Expected volatility | 31% | 30% | 28% | |||||||||||
Risk free interest rate | 1.52% | 1.33% | 2.47% | |||||||||||
Expected life of option from grant date | 8 years | 8 years | 8 years | |||||||||||
Summary Of Stock Option Activity | ' | |||||||||||||
The following table summarizes the Company’s stock option activity: | ||||||||||||||
Weighted Average Exercise Price | Weighted Average Contractual Term in Years | Aggregate Intrinsic Value | ||||||||||||
Shares | ||||||||||||||
Stock Options | (In thousands) | (In thousands) | ||||||||||||
Outstanding at December 31, 2012 | 1,709 | $ | 37.76 | |||||||||||
Granted | 32 | 36.5 | ||||||||||||
Exercised | (63 | ) | 33.36 | |||||||||||
Forfeited or Expired | (39 | ) | 49 | |||||||||||
Outstanding at December 31, 2013 | 1,639 | $ | 37.64 | 3.2 years | $ | 16,755 | ||||||||
Vested or expected to vest at December 31, 2013 | 1,639 | $ | 37.64 | 3.2 years | $ | 16,755 | ||||||||
Exercisable at December 31, 2013 | 1,521 | $ | 37.97 | 2.9 years | $ | 15,058 | ||||||||
Summary Of Vested And Unvested RSU | ' | |||||||||||||
The following table summarizes the Company’s awards of restricted stock, performance stock and contract stock for the year ended December 31, 2013: | ||||||||||||||
Performance Stock and Contract Stock Awards | ||||||||||||||
Restricted Stock Awards | ||||||||||||||
Shares | Weighted Average Grant Date Fair Value Per Share | Shares | Weighted Average Grant Date Fair Value Per Share | |||||||||||
(In thousands) | (In thousands) | |||||||||||||
Unvested, December 31, 2012 | 346 | $ | 37.8 | 199 | $ | 30.49 | ||||||||
Granted | 169 | 38.65 | 70 | 39.25 | ||||||||||
Cancellations | (34 | ) | 38.59 | (1 | ) | 35.68 | ||||||||
Released | (160 | ) | 39.43 | (4 | ) | 39.44 | ||||||||
Unvested, December 31, 2013 | 321 | $ | 37.29 | 264 | $ | 32.74 | ||||||||
RETIREMENT_BENEFIT_PLANS_Table
RETIREMENT BENEFIT PLANS (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Pension and Other Postretirement Benefit Expense [Abstract] | ' | ||||||||||||||||
Net Periodic Benefit Costs For Defined Benefit Pension Plans | ' | ||||||||||||||||
Net periodic benefit costs for the Company’s defined benefit pension plans included the following amounts: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
(In thousands) | |||||||||||||||||
Service cost | $ | — | $ | — | $ | 26 | |||||||||||
Interest cost | 556 | 582 | 650 | ||||||||||||||
Expected return on plan assets | (407 | ) | (392 | ) | (589 | ) | |||||||||||
Recognized net actuarial loss | 2 | — | — | ||||||||||||||
Net period benefit cost | $ | 151 | $ | 190 | $ | 87 | |||||||||||
Weighted Average Assumptions | ' | ||||||||||||||||
The following weighted average assumptions were used to develop net periodic pension benefit cost and the actuarial present value of projected pension benefit obligations: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||
Discount rate | 4.4 | % | 4.2 | % | 4.7 | % | |||||||||||
Expected return on plan assets | 3.6 | % | 3 | % | 2.9 | % | |||||||||||
Rate of compensation increase | 0 | % | 0 | % | 0 | % | |||||||||||
Changes In Projected Benefit Obligation And Fair Value Of Plan Assets | ' | ||||||||||||||||
The following sets forth the change in projected benefit obligations and the change in plan assets for the years ended December 31, 2013 and 2012 and a reconciliation of the funded status at December 31, 2013 and 2012: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||
CHANGE IN PROJECTED BENEFIT OBLIGATION | |||||||||||||||||
Projected benefit obligation, beginning of year | $ | 13,918 | $ | 12,556 | |||||||||||||
Interest cost | 556 | 582 | |||||||||||||||
Benefits paid | (506 | ) | (604 | ) | |||||||||||||
Actuarial loss | 881 | 807 | |||||||||||||||
Effect of foreign currency exchange rates | 333 | 577 | |||||||||||||||
Projected benefit obligation, end of year | $ | 15,182 | $ | 13,918 | |||||||||||||
CHANGE IN PLAN ASSETS | |||||||||||||||||
Plan assets at fair value, beginning of year | $ | 14,080 | $ | 13,226 | |||||||||||||
Actual return on plan assets | (6 | ) | 41 | ||||||||||||||
Employer contributions | 826 | 797 | |||||||||||||||
Benefits paid | (493 | ) | (591 | ) | |||||||||||||
Effect of foreign currency exchange rates | 287 | 607 | |||||||||||||||
Plan assets at fair value, end of year | $ | 14,694 | $ | 14,080 | |||||||||||||
Schedule Of Reconciliation Of Funded Status | ' | ||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
(In thousands) | |||||||||||||||||
RECONCILIATION OF FUNDED STATUS | |||||||||||||||||
Funded status - (under) over funded | $ | (488 | ) | $ | 162 | ||||||||||||
Unrecognized net actuarial loss | 2,911 | 1,512 | |||||||||||||||
Accumulated other comprehensive loss | (2,911 | ) | (1,512 | ) | |||||||||||||
Amounts recognized | $ | (488 | ) | $ | 162 | ||||||||||||
Schedule Of Weighted Average Allocation Of Plan Assets | ' | ||||||||||||||||
Based on the assets which comprise each of the funds, the weighted-average allocation of plan assets by asset category is as follows: | |||||||||||||||||
December 31, | |||||||||||||||||
2013 | 2012 | ||||||||||||||||
Government bonds | 100 | % | 99 | % | |||||||||||||
Cash | 0 | % | 1 | % | |||||||||||||
100 | % | 100 | % | ||||||||||||||
Schedule Of Pension Plan Assets At Fair Value | ' | ||||||||||||||||
The fair value of the Company’s pension plan assets at December 31, 2013 and 2012 is as follows: | |||||||||||||||||
Fair Value Measurements at December 31, 2013: | |||||||||||||||||
Manager/Fund | Asset Category | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
(In thousands) | |||||||||||||||||
Bank account | Cash | $ | 8 | $ | 8 | $ | — | $ | — | ||||||||
Legal & General Index-Linked Gilts Index (various tenors) (a) | Index-linked government bonds | 12,630 | — | 12,630 | — | ||||||||||||
Legal & General Over 15 Years Gilts Index (b) | Government bonds | 2,056 | — | 2,056 | — | ||||||||||||
Total | $ | 14,694 | $ | 8 | $ | 14,686 | $ | — | |||||||||
Fair Value Measurements at December 31, 2012: | |||||||||||||||||
Manager/Fund | Asset Category | Total | Quoted Prices in Active Markets for Identical Assets (Level 1) | Significant Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
(In thousands) | |||||||||||||||||
Bank account | Cash | $ | 195 | $ | 195 | $ | — | $ | — | ||||||||
Legal & General Index-Linked Gilts Index (various tenors) (a) | Index-linked government bonds | 11,909 | — | 11,909 | — | ||||||||||||
Legal & General Over 15 Years Gilts Index (b) | Government bonds | 1,976 | — | 1,976 | — | ||||||||||||
Total | $ | 14,080 | $ | 195 | $ | 13,885 | $ | — | |||||||||
_______________________________ | |||||||||||||||||
(a) | This category represents funds consisting of index-linked gilts and is designated to follow a benchmark index. | ||||||||||||||||
(b) | This category represents funds consisting of gilts and is designated to follow a benchmark index. | ||||||||||||||||
Schedule Of Expected Benefit Payments | ' | ||||||||||||||||
Also based on year-end exchange rates, the Company expects to pay the following estimated future benefit payments in the years indicated: | |||||||||||||||||
Expected Future Benefit Payments | |||||||||||||||||
(In thousands) | |||||||||||||||||
2014 | $ | 586 | |||||||||||||||
2015 | 613 | ||||||||||||||||
2016 | 631 | ||||||||||||||||
2017 | 647 | ||||||||||||||||
2018 | 684 | ||||||||||||||||
2019-2023 | 3,815 | ||||||||||||||||
LEASES_AND_RELATED_PARTY_LEASE1
LEASES AND RELATED PARTY LEASES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Leases [Abstract] | ' | |||||||||||
Schedule Of Minimum Lease Payments for Operating Leases | ' | |||||||||||
Future minimum lease payments under operating leases at December 31, 2013 were as follows: | ||||||||||||
Related Parties | Third Parties | Total | ||||||||||
(In thousands) | ||||||||||||
2014 | $ | 272 | $ | 11,828 | $ | 12,100 | ||||||
2015 | 272 | 9,617 | 9,889 | |||||||||
2016 | 272 | 7,214 | 7,486 | |||||||||
2017 | 272 | 4,608 | 4,880 | |||||||||
2018 | 296 | 3,884 | 4,180 | |||||||||
Thereafter | 4,137 | 24,266 | 28,403 | |||||||||
Total minimum lease payments | $ | 5,521 | $ | 61,417 | $ | 66,938 | ||||||
Schedule of Future Minimum Lease Payments for Capital Leases | ' | |||||||||||
Future minimum lease payments under capital leases at December 31, 2013 were as follows: | ||||||||||||
Payments under capital leases | ||||||||||||
(In thousands) | ||||||||||||
2014 | $ | 569 | ||||||||||
2015 | 569 | |||||||||||
2016 | 569 | |||||||||||
Total minimum lease payments | 1,707 | |||||||||||
Amount representing interest | 132 | |||||||||||
Present value of minimum lease payments | $ | 1,575 | ||||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule Of Income Before Income Taxes | ' | |||||||||||
Income (loss) before income taxes consisted of the following: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousand) | ||||||||||||
United States operations | $ | (27,281 | ) | $ | 25,293 | $ | 1,507 | |||||
Foreign operations | 2,491 | 26,736 | 26,987 | |||||||||
Total | $ | (24,790 | ) | $ | 52,029 | $ | 28,494 | |||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||||||
A reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Federal statutory rate | 35 | % | 35 | % | 35 | % | ||||||
Increase (decrease) in income taxes resulting from: | ||||||||||||
State income taxes, net of federal tax benefit | (0.3 | )% | 2.6 | % | 5 | % | ||||||
Foreign operations | (21.8 | )% | (14.7 | )% | (11.5 | )% | ||||||
Goodwill impairment | 43.1 | % | — | % | — | % | ||||||
Changes in valuation allowances | (1.3 | )% | (0.4 | )% | (14.0 | )% | ||||||
Uncertain tax positions | (10.8 | )% | (2.5 | )% | (5.8 | )% | ||||||
Research and development credit | (2.2 | )% | — | % | (3.0 | )% | ||||||
Return to provision | (8.3 | )% | (0.5 | )% | (5.4 | )% | ||||||
Other | (1.9 | )% | 1.3 | % | 1.5 | % | ||||||
Effective tax rate | 31.5 | % | 20.8 | % | 1.8 | % | ||||||
Schedule Of Provision For Income Taxes | ' | |||||||||||
The provision for income taxes consisted of the following: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Current: | ||||||||||||
Federal | $ | 3,200 | $ | 3,614 | $ | (934 | ) | |||||
State | (1,359 | ) | 1,373 | (1,530 | ) | |||||||
Foreign | 1,175 | 4,301 | 1,813 | |||||||||
Total current | $ | 3,016 | $ | 9,288 | $ | (651 | ) | |||||
Deferred: | ||||||||||||
Federal | (11,767 | ) | 4,053 | 1,078 | ||||||||
State | (596 | ) | 497 | 2,236 | ||||||||
Foreign | 1,534 | (3,013 | ) | (2,158 | ) | |||||||
Total deferred | $ | (10,829 | ) | $ | 1,537 | $ | 1,156 | |||||
Provision for income taxes | $ | (7,813 | ) | $ | 10,825 | $ | 505 | |||||
Schedule Of Deferred Tax Assets And Liabilities | ' | |||||||||||
The income tax effects of significant temporary differences that give rise to deferred tax assets and liabilities, shown before jurisdictional netting, are presented below: | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(In thousands) | ||||||||||||
Current assets: | ||||||||||||
Doubtful accounts | $ | 1,791 | $ | 1,829 | ||||||||
Inventory related items | 34,968 | 26,549 | ||||||||||
Tax credits | 3,883 | 3,275 | ||||||||||
Accrued vacation | 2,492 | 2,335 | ||||||||||
Accrued bonus | 1,266 | 4,111 | ||||||||||
Net operating loss carryforwards | 2,224 | — | ||||||||||
Other | 1,960 | 4,095 | ||||||||||
Total current deferred tax assets | 48,584 | 42,194 | ||||||||||
Less valuation allowance | (2,222 | ) | (2,922 | ) | ||||||||
Current deferred tax assets after valuation allowance | $ | 46,362 | $ | 39,272 | ||||||||
Current liabilities: | ||||||||||||
Other | (646 | ) | (314 | ) | ||||||||
Total current deferred tax liabilities | $ | (646 | ) | $ | (314 | ) | ||||||
Net current deferred tax assets | $ | 45,716 | $ | 38,958 | ||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
(In thousands) | ||||||||||||
Non-current assets: | ||||||||||||
Benefit and compensation | $ | — | $ | (500 | ) | |||||||
Stock compensation | 14,879 | 12,730 | ||||||||||
Deferred revenue | 186 | 162 | ||||||||||
Net operating loss carryforwards | 26,593 | 36,037 | ||||||||||
Federal & state tax credits | 19,045 | 19,851 | ||||||||||
Other | 897 | — | ||||||||||
Total non-current deferred tax assets | 61,600 | 68,280 | ||||||||||
Less valuation allowance | (6,810 | ) | (11,321 | ) | ||||||||
Non-current deferred tax assets after valuation allowance | $ | 54,790 | $ | 56,959 | ||||||||
Non-current liabilities: | ||||||||||||
Intangible & fixed assets | (41,563 | ) | (46,650 | ) | ||||||||
Other | 105 | 359 | ||||||||||
Total non-current deferred tax liabilities | $ | (41,458 | ) | $ | (46,291 | ) | ||||||
Net non-current deferred tax assets | $ | 13,332 | $ | 10,668 | ||||||||
Total net deferred tax assets | $ | 59,048 | $ | 49,626 | ||||||||
Schedule of Uncertain Tax Benefits Reconciliation | ' | |||||||||||
A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands) | ||||||||||||
Balance, beginning of year | $ | 6,136 | $ | 3,927 | $ | 5,530 | ||||||
Gross increases: | ||||||||||||
Current year tax positions | 349 | — | — | |||||||||
Prior years' tax positions | 729 | 7,796 | 1,001 | |||||||||
Gross decreases: | ||||||||||||
Prior years' tax positions | (477 | ) | — | — | ||||||||
Settlements | — | (3,523 | ) | (962 | ) | |||||||
Statute of limitations lapses | (3,338 | ) | (2,064 | ) | (1,642 | ) | ||||||
Balance, end of year | $ | 3,399 | $ | 6,136 | $ | 3,927 | ||||||
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
Basic And Diluted Net Income Per Share | ' | |||||||||||
Basic and diluted net income (loss) per share was as follows: | ||||||||||||
Years Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
(In thousands, except per share amounts) | ||||||||||||
Basic net income (loss) per share: | ||||||||||||
Net income (loss) | $ | (16,977 | ) | $ | 41,204 | $ | 27,989 | |||||
Weighted average common shares outstanding | 28,416 | 28,232 | 28,952 | |||||||||
Basic net income (loss) per common share | $ | (0.60 | ) | $ | 1.46 | $ | 0.97 | |||||
Diluted net income (loss) per share: | ||||||||||||
Net income (loss) | $ | (16,977 | ) | $ | 41,204 | $ | 27,989 | |||||
Weighted average common shares outstanding — Basic | 28,416 | 28,232 | 28,952 | |||||||||
Effect of dilutive securities: | ||||||||||||
Stock options and restricted stock | — | 284 | 543 | |||||||||
Weighted average common shares for diluted earnings per share | 28,416 | 28,516 | 29,495 | |||||||||
Diluted net income (loss) per common share | $ | (0.60 | ) | $ | 1.44 | $ | 0.95 | |||||
ACCUMULATED_OTHER_COMPREHENSIV1
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Comprehensive Income (Loss) [Abstract] | ' | ||||||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||
Changes in accumulated other comprehensive income (loss) by component between December 31, 2013 and 2012 are presented in the table below, net of tax: | |||||||||||||||||
Gains and Losses on Cash Flow Hedges | Defined Benefit Pension Items | Foreign Currency Items | Total | ||||||||||||||
(In thousands) | |||||||||||||||||
Balance at December 31, 2012 | $ | (2,373 | ) | $ | (1,154 | ) | $ | (1,270 | ) | $ | (4,797 | ) | |||||
Other comprehensive income before reclassifications | (54 | ) | (1,133 | ) | 5,874 | 4,687 | |||||||||||
Amounts reclassified from accumulated other comprehensive income | 1,037 | — | — | 1,037 | |||||||||||||
Current period other comprehensive income (loss) | 983 | (1,133 | ) | 5,874 | 5,724 | ||||||||||||
Balance at December 31, 2013 | $ | (1,390 | ) | $ | (2,287 | ) | $ | 4,604 | $ | 927 | |||||||
Reclassification out of Accumulated Other Comprehensive Income | ' | ||||||||||||||||
The reclassification adjustments out of accumulated other comprehensive (loss) income during the years ended December 31, 2013 and 2012 were as follows: | |||||||||||||||||
Year Ended December 31, 2013 | |||||||||||||||||
Details about Accumulated Other Comprehensive Income Components | Amount Reclassified from Accumulated Other Comprehensive Income | Affected Line Item in the Statement where Net Income (loss) is Presented | |||||||||||||||
(In thousands) | |||||||||||||||||
Gains and losses on cash flow hedges | |||||||||||||||||
Interest rate swap | $ | (1,938 | ) | Interest (expense) | |||||||||||||
Foreign currency forwards | 108 | Cost of goods sold | |||||||||||||||
(1,830 | ) | Total before tax | |||||||||||||||
793 | Tax (expense) or benefit | ||||||||||||||||
$ | (1,037 | ) | Net of tax | ||||||||||||||
Year Ended December 31, 2012 | |||||||||||||||||
Details about Accumulated Other Comprehensive Income Components | Amount Reclassified from Accumulated Other Comprehensive Income | Affected Line Item in the Statement where Net Income (loss) is Presented | |||||||||||||||
(In thousands) | |||||||||||||||||
Gains and losses on cash flow hedges | |||||||||||||||||
Interest rate swap | $ | (1,901 | ) | Interest (expense) | |||||||||||||
Foreign currency forwards | (309 | ) | Cost of goods sold | ||||||||||||||
(2,210 | ) | Total before tax | |||||||||||||||
939 | Tax (expense) or benefit | ||||||||||||||||
$ | (1,271 | ) | Net of tax |
SEGMENT_AND_GEOGRAPHIC_INFORMA1
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule Of Net Sales And Operating Income By Reportable Segment | ' | |||||||||||||||
Net sales and profit by reportable segment for the years ended December 31, 2013, 2012 and 2011 are as follows: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
(In thousands) | ||||||||||||||||
Segment Net Sales | ||||||||||||||||
U.S. Neurosurgery | $ | 172,250 | $ | 171,278 | $ | 165,652 | ||||||||||
U.S. Instruments | 159,627 | 162,323 | 155,833 | |||||||||||||
U.S. Extremities | 134,683 | 122,847 | 98,109 | |||||||||||||
U.S. Spine and Other | 179,940 | 190,546 | 174,479 | |||||||||||||
International | 189,714 | 183,877 | 186,005 | |||||||||||||
Total revenues | $ | 836,214 | $ | 830,871 | $ | 780,078 | ||||||||||
Segment Profit | ||||||||||||||||
U.S. Neurosurgery | $ | 83,211 | $ | 91,070 | $ | 86,206 | ||||||||||
U.S. Instruments | 45,629 | 46,294 | 41,883 | |||||||||||||
U.S. Extremities | 53,189 | 49,432 | 38,540 | |||||||||||||
U.S. Spine and Other | 8,546 | 55,891 | 51,011 | |||||||||||||
International | 56,869 | 61,336 | 64,164 | |||||||||||||
Segment profit | 247,444 | 304,023 | 281,804 | |||||||||||||
Amortization | -12,697 | -18,536 | -16,433 | |||||||||||||
Corporate and other | (238,391 | ) | (211,705 | ) | (210,459 | ) | ||||||||||
Operating income (loss) | $ | (3,644 | ) | $ | 73,782 | $ | 54,912 | |||||||||
Revenues By Market Category | ' | |||||||||||||||
Revenue by major product category consisted of the following: | ||||||||||||||||
Years Ended December 31, | ||||||||||||||||
2013 | 2012 | 2011 | ||||||||||||||
(In thousands) | ||||||||||||||||
Orthopedics | $ | 374,640 | $ | 369,312 | $ | 328,933 | ||||||||||
Neurosurgery | 278,672 | 277,527 | 272,538 | |||||||||||||
Instruments | 182,902 | 184,032 | 178,607 | |||||||||||||
Total Revenues | $ | 836,214 | $ | 830,871 | $ | 780,078 | ||||||||||
Total Revenue By Major Geographic Area | ' | |||||||||||||||
Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below: | ||||||||||||||||
United States* | Europe | Rest of the World | Consolidated | |||||||||||||
(In thousands) | ||||||||||||||||
Total revenue, net: | ||||||||||||||||
2013 | $ | 642,694 | $ | 93,977 | $ | 99,543 | $ | 836,214 | ||||||||
2012 | 642,830 | 90,920 | 97,121 | 830,871 | ||||||||||||
2011 | 589,946 | 97,184 | 92,948 | 780,078 | ||||||||||||
Total long-lived assets: | ||||||||||||||||
2013 | $ | 187,608 | $ | 20,010 | $ | 1,030 | $ | 208,648 | ||||||||
2012 | 166,508 | 20,242 | 1,507 | 188,257 | ||||||||||||
* Includes long-lived assets in Puerto Rico. |
SELECTED_QUARTERLY_INFORMATION1
SELECTED QUARTERLY INFORMATION - UNAUDITED (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Selected Quarterly Financial Information [Abstract] | ' | |||||||||||||||
Selected Quarterly Information | ' | |||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
(In thousands, except per share data) | ||||||||||||||||
Total revenue, net: | ||||||||||||||||
2013 | $ | 196,652 | $ | 205,547 | $ | 213,246 | $ | 220,769 | ||||||||
2012 | 196,185 | 210,170 | 210,084 | 214,432 | ||||||||||||
Gross margin: | ||||||||||||||||
2013 | $ | 116,384 | $ | 122,479 | $ | 129,145 | $ | 134,121 | ||||||||
2012 | 121,510 | 131,896 | 130,536 | 132,502 | ||||||||||||
Net income (loss): | ||||||||||||||||
2013 (1) | $ | (4,050 | ) | $ | 3,440 | $ | (28,550 | ) | $ | 12,183 | ||||||
2012 | 6,693 | 8,514 | 13,211 | 12,786 | ||||||||||||
Basic net income (loss) per common share (2): | ||||||||||||||||
2013 | $ | (0.15 | ) | $ | 0.12 | $ | (1.02 | ) | $ | 0.4 | ||||||
2012 | 0.24 | 0.3 | 0.46 | 0.46 | ||||||||||||
Diluted net income (loss) per common share (2): | ||||||||||||||||
2013 | $ | (0.15 | ) | $ | 0.12 | $ | (1.02 | ) | $ | 0.4 | ||||||
2012 | 0.23 | 0.3 | 0.46 | 0.46 | ||||||||||||
(1) The first quarter of 2013 was negatively impacted by a voluntary recall of certain products manufactured in the Company's Añasco, Puerto Rico facility. | ||||||||||||||||
On July 31, 2013, the Company performed the annual goodwill impairment test which resulted in a non-cash goodwill impairment charge of $46.7 million for its U.S. Spine reporting unit, which is a part of the U.S. Spine and Other reportable segment. | ||||||||||||||||
The Company incurred incremental costs related to the implementation of its global enterprise resource planning system in the first, second, third, and fourth quarters of 2013 of $6.1 million, $7.6 million, $5.0 million and $5.6 million, respectively. | ||||||||||||||||
The Company incurred costs related to the remediation of the FDA warning letters at its manufacturing facilities of $2.1 million, $3.0 million, $2.8 million and $0.4 million in the first, second, third and fourth quarters of 2013, respectively. | ||||||||||||||||
(2) Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts do not necessarily add to the annual amount because of differences in the weighted average common shares outstanding during each period principally due to the effect of the Company’s issuing shares of its common stock during the year. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES - Narrative (Details) (USD $) | 12 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |
Europe | Europe | Technology | Technology | Technology | Trade Name | In-Process Research And Development | Technology | Trade Name | U.S. Spine | U.S. Spine | Property, Plant and Equipment | Property, Plant and Equipment | Property, Plant and Equipment | Computer Equipment | Out-of-period Adjustment | Out-of-period Adjustment | First Three Quarters of 2012 | Full Year 2011 | Last Quarter of 2010 | Sales Revenue, Net | Sales Revenue, Net | Sales Revenue, Net | Deferred tax accounts in 2011 error | |||||
indefinite_lived_trade_name_asset | Out-of-period Adjustment | Out-of-period Adjustment | Out-of-period Adjustment | Out-of-period Adjustment | ||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Provision (benefit) for income taxes | ($7,813,000) | $10,825,000 | $505,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | ' | ' | ' | ' | ' | ' | ' | $900,000 |
Goodwill impairment charge | 46,738,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 46,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill Tax Deductible Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory, Medical Device Tax | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Depreciation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27,600,000 | 27,500,000 | 25,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense capitalized to property, plant, and equipment | 3,200,000 | 3,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized interest | ' | 2,100,000 | 1,400,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,300,000 | 1,500,000 | 1,400,000 | 400,000 | ' | ' | ' | ' |
Goodwill, gross | ' | 294,067,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Impairment charges | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | 200,000 | 400,000 | 100,000 | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of intangible assets no longer in use due to rebranding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense | 19,400,000 | 25,100,000 | 24,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization expense expected to approximate in 2014 | 18,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization expense expected to approximate in 2015 | 16,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization expense expected to approximate in 2016 | 14,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization expense expected to approximate in 2017 | 12,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual amortization expense expected to approximate in 2018 | 12,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense, incldued in cost of product revenues | ' | ' | ' | ' | ' | ' | 6,700,000 | 6,600,000 | 8,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Charitable contributions | 600,000 | 1,000,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution and handling costs | 14,100,000 | 13,600,000 | 11,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Extended warranties, in years | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued warranty expense | 300,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capitalized research and development costs | 300,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pension contributions | 800,000 | 800,000 | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivables from certain European countries customers | ' | ' | ' | ' | 6,100,000 | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable reserved from certain European countries | ' | ' | ' | ' | 700,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | 10.00% | ' |
Interest paid | 9,500,000 | 12,000,000 | 13,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest paid, capitalized | 3,200,000 | 2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income taxes paid | 7,600,000 | 12,700,000 | 14,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital expenditures incurred but not yet paid | 8,600,000 | 9,500,000 | 6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Leased Assets, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capital Lease Obligations | $1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES - Schedule Of Inventories, Net (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Accounting Policies [Abstract] | ' | ' |
Finished goods | $130,298 | $102,401 |
Work-in process | 48,229 | 40,067 |
Raw materials | 34,904 | 29,338 |
Inventories, net | $213,431 | $171,806 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT5
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES - Schedule Of Property, Plant And Equipment Balances And Corresponding Lives (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Building and Building Improvements | Building and Building Improvements | Leasehold Improvements | Leasehold Improvements | Machinery and Equipment | Machinery and Equipment | Furniture and Fixtures | Furniture and Fixtures | Information Systems and Hardware | Information Systems and Hardware | Surgical Instrument kits | Surgical Instrument kits | ||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Land | $3,022 | $2,768 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Buildings and building improvements | 15,377 | 7,908 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Leasehold improvements | 42,900 | 46,240 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Machinery and production equipment | 86,192 | 85,721 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Surgical instrument kits | 30,352 | 26,231 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Information systems and hardware | 51,171 | 42,145 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Furniture, fixtures, and office equipment | 16,363 | 15,692 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Construction-in-progress | 112,130 | 90,243 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total | 357,507 | 316,948 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Accumulated depreciation | -157,197 | -139,050 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net | $200,310 | $177,898 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, useful life | ' | ' | '5 years | '40 years | '1 year | '20 years | '3 years | '20 years | '1 year | '15 years | '1 year | '7 years | '4 years | '5 years |
SUMMARY_OF_SIGNIFICANT_ACCOUNT6
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES - Schedule Of Changes In Carrying Amount Of Goodwill (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 24, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Tarsus Medical, Inc. | U.S. Neurosurgery | U.S. Neurosurgery | U.S. Instruments | U.S. Instruments | U.S. Extremities | U.S. Extremities | U.S. Extremities | U.S. Spine and Other | U.S. Spine and Other | International | International | ||||
Tarsus Medical, Inc. | |||||||||||||||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | $294,067 | ' | $116 | ' | $94,312 | ' | $57,514 | ' | $60,353 | ' | ' | $56,219 | ' | $25,669 |
Goodwill, December 31, 2011 | 294,067 | ' | ' | ' | 94,312 | ' | 57,514 | ' | 60,353 | ' | ' | 56,219 | ' | 25,669 | ' |
Goodwill acquired during the period | 180 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 180 | ' | ' | ' | ' |
Goodwill impairment charge | -46,738 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | -46,738 | ' | ' | ' |
Foreign currency translation | 2,255 | ' | ' | ' | 853 | ' | 519 | ' | 546 | ' | ' | 106 | ' | 231 | ' |
Goodwill, December 31, 2012 | $249,764 | $294,067 | ' | ' | $95,165 | ' | $58,033 | ' | $61,079 | ' | ' | $9,587 | ' | $25,900 | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT7
SUMMARY OF SIGNIFICANT ACCOUNT POLICIES - Components Of Company's Identifiable Intangible Assets (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ||
Accumulated Amortization | ($151,861,000) | ($132,646,000) | ||
Finite and indefinite-lived intangible asests, Cost | 349,024,000 | 344,913,000 | ||
Finite and indefinite-lived assets, Net | 197,163,000 | 212,267,000 | ||
Trademarks/Brand Names Indefinite | ' | ' | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ||
Indefinite-lived intangible assets | 48,484,000 | 48,484,000 | ||
Completed Technology | ' | ' | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life, Years | '12 years | '12 years | ||
Finite-lived intangible assets, Cost | 81,238,000 | 75,692,000 | ||
Accumulated Amortization | -45,343,000 | -38,402,000 | ||
Finite-lived intangible assets, Net | 35,895,000 | 37,290,000 | ||
Customer Relationship | ' | ' | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life, Years | '12 years | '12 years | ||
Finite-lived intangible assets, Cost | 146,627,000 | 147,690,000 | ||
Accumulated Amortization | -79,624,000 | -70,005,000 | ||
Finite-lived intangible assets, Net | 67,003,000 | 77,685,000 | ||
Trademarks Brand Names | ' | ' | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life, Years | '31 years | '31 years | ||
Finite-lived intangible assets, Cost | 33,703,000 | 33,807,000 | ||
Accumulated Amortization | -15,648,000 | -15,034,000 | ||
Finite-lived intangible assets, Net | 18,055,000 | 18,773,000 | ||
Supplier Relationships | ' | ' | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life, Years | '27 years | '27 years | ||
Finite-lived intangible assets, Cost | 34,721,000 | 34,721,000 | ||
Accumulated Amortization | -9,305,000 | -7,817,000 | ||
Finite-lived intangible assets, Net | 25,416,000 | 26,904,000 | ||
All Other | ' | ' | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life, Years | '5 years | '4 years | [1] | |
Finite-lived intangible assets, Cost | 4,251,000 | [1] | 4,519,000 | [1] |
Accumulated Amortization | -1,941,000 | [1] | -1,388,000 | [1] |
Finite-lived intangible assets, Net | 2,310,000 | [1] | 3,131,000 | [1] |
In-Process Research And Development | ' | ' | ||
Goodwill And Other Intangible Assets [Line Items] | ' | ' | ||
Other Indefinite-lived Intangible Assets | $1,400,000 | $1,700,000 | ||
[1] | At December 31, 2013 and 2012, all other included IPR&D of $1.4 million and $1.7 million, respectively, which was indefinite-lived. |
ACQUISITIONS_AND_PRO_FORMA_RES2
ACQUISITIONS AND PRO FORMA RESULTS (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 24, 2013 | Sep. 23, 2011 | 23-May-11 | Jan. 24, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 24, 2013 | |
Tarsus Medical, Inc. | Ascension Orthopedics, Inc. | SeaSpine, Inc. | Cash Consideration One | Cash Consideration One | Cash Consideration One | Cash Consideration Two | ||||
Tarsus Medical, Inc. | Tarsus Medical, Inc. | Tarsus Medical, Inc. | Tarsus Medical, Inc. | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | $1,600,000 | ' | ' | $1,600,000 | $1,227,000 | $0 | ' |
Fair Value Inputs, Discount Rate | ' | ' | ' | ' | ' | ' | 4.30% | ' | ' | 16.50% |
Net assets acquired | ' | ' | ' | 4,665,000 | 66,041,000 | 88,700,000 | ' | ' | ' | ' |
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | ' | ' | ' | 200,000 | 200,000 | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | 4,700,000 | 66,000,000 | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | 2,980,000 | 7,278,000 | 151,951,000 | 3,100,000 | ' | ' | ' | ' | ' | ' |
Business acquisition, amount paid for working capital adjustments | ' | ' | ' | ' | ' | 300,000 | ' | ' | ' | ' |
Business acquisition, amount received from escrow | ' | ' | ' | ' | 700,000 | ' | ' | ' | ' | ' |
Business acquisition, indemnification holdback | ' | ' | ' | ' | ' | 7,400,000 | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' |
Contingent Consideration Arrangements, Maximum Payout | ' | ' | ' | $11,500,000 | ' | ' | ' | ' | ' | ' |
ACQUISITIONS_AND_PRO_FORMA_RES3
ACQUISITIONS AND PRO FORMA RESULTS (Final Purchase Price Of Net Assets Acquired From Tarsus) (Details) (USD $) | Dec. 31, 2012 | Jan. 24, 2013 | Jan. 24, 2013 | Jan. 24, 2013 | Jan. 24, 2013 | Jan. 24, 2013 |
In Thousands, unless otherwise specified | Tarsus Medical, Inc. | Tarsus Medical, Inc. | In-Process Research And Development | Maximum | Minimum | |
Technology-Based Intangible Assets | Tarsus Medical, Inc. | Tarsus Medical, Inc. | Tarsus Medical, Inc. | |||
Technology-Based Intangible Assets | Technology-Based Intangible Assets | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Cash | ' | $85 | ' | ' | ' | ' |
Prepaid expenses | ' | 13 | ' | ' | ' | ' |
Technology | ' | ' | 5,040 | ' | ' | ' |
In-process research and development | ' | ' | ' | 340 | ' | ' |
Deferred tax asset - long term | ' | 1,334 | ' | ' | ' | ' |
Goodwill | 294,067 | 116 | ' | ' | ' | ' |
Total assets acquired | ' | 6,928 | ' | ' | ' | ' |
Accounts payable and other liabilities | ' | 111 | ' | ' | ' | ' |
Deferred tax liability | ' | 2,152 | ' | ' | ' | ' |
Net assets acquired | ' | $4,665 | ' | ' | ' | ' |
Weighted average life in years | ' | ' | ' | ' | '14 years | '10 years |
ACQUISITIONS_AND_PRO_FORMA_RES4
ACQUISITIONS AND PRO FORMA RESULTS (Roll Forward of Contingent Consideration Liability for Purchase of Tarsus Medical) (Details) (Tarsus Medical, Inc., USD $) | Jan. 24, 2013 | Dec. 31, 2013 | Jan. 24, 2013 | Dec. 31, 2012 | Jan. 24, 2013 |
In Thousands, unless otherwise specified | Cash Consideration One | Cash Consideration One | Cash Consideration One | Selling, General and Administrative Expenses | |
Cash Consideration One | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | $1,600 | $1,227 | $1,600 | $0 | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ' | ' | ' | ' | ($373) |
ACQUISITIONS_AND_PRO_FORMA_RES5
ACQUISITIONS AND PRO FORMA RESULTS (Final Purchase Price Of Net Assets Acquired From Ascension) (Details) (USD $) | Dec. 31, 2012 | Sep. 23, 2011 | Sep. 23, 2011 | Sep. 23, 2011 | Sep. 23, 2011 | Sep. 23, 2011 | Sep. 23, 2011 |
In Thousands, unless otherwise specified | Ascension Orthopedics, Inc. | Ascension Orthopedics, Inc. | Ascension Orthopedics, Inc. | Ascension Orthopedics, Inc. | Ascension Orthopedics, Inc. | In-Process Research And Development | |
Technology-Based Intangible Assets | Customer Relationships | Supplier Relationship | Trade Name | Ascension Orthopedics, Inc. | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | $627 | ' | ' | ' | ' | ' |
Inventory | ' | 12,760 | ' | ' | ' | ' | ' |
Accounts receivable | ' | 2,917 | ' | ' | ' | ' | ' |
Prepaid expenses | ' | 2,398 | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | 4,649 | ' | ' | ' | ' | ' |
Other long-term assets | ' | 70 | ' | ' | ' | ' | ' |
Deferred tax asset - long term | ' | 12,543 | ' | ' | ' | ' | ' |
Technology | ' | ' | 7,885 | 5,750 | 4,510 | 560 | ' |
In-process research and development | ' | ' | ' | ' | ' | ' | 1,739 |
Goodwill | 294,067 | 15,460 | ' | ' | ' | ' | ' |
Total assets acquired | ' | 71,868 | ' | ' | ' | ' | ' |
Accounts payable and other liabilities | ' | 5,827 | ' | ' | ' | ' | ' |
Net assets acquired | ' | $66,041 | ' | ' | ' | ' | ' |
Weighted average life in years | ' | ' | '10 years | '12 years | '10 years | '1 year | ' |
ACQUISITIONS_AND_PRO_FORMA_RES6
ACQUISITIONS AND PRO FORMA RESULTS (Final Purchase Price Of Net Assets Acquired From SeaSpine) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | 23-May-11 | 23-May-11 | 23-May-11 | 23-May-11 | 23-May-11 |
In Thousands, unless otherwise specified | SeaSpine Inc. Acquisition | SeaSpine Inc. Acquisition | SeaSpine Inc. Acquisition | SeaSpine Inc. Acquisition | SeaSpine Inc. Acquisition | ||
Technology | Customer Relationships | Non-Compete Agreements | Trade Name | ||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | $201 | ' | ' | ' | ' |
Inventory | ' | ' | 14,900 | ' | ' | ' | ' |
Accounts receivable | ' | ' | 7,608 | ' | ' | ' | ' |
Prepaid expenses | ' | ' | 623 | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | 9,177 | ' | ' | ' | ' |
Deferred tax asset - long term | ' | ' | 302 | ' | ' | ' | ' |
Technology | ' | ' | ' | 3,000 | 41,200 | 1,900 | 300 |
Goodwill | 249,764 | 294,067 | 14,572 | ' | ' | ' | ' |
Total assets acquired | ' | ' | 93,783 | ' | ' | ' | ' |
Accounts payable and other current liabilities | ' | ' | 5,108 | ' | ' | ' | ' |
Net assets acquired | ' | ' | $88,675 | ' | ' | ' | ' |
Weighted average life in years | ' | ' | ' | '8 years | '13 years | '4 years | '1 year |
ACQUISITIONS_AND_PRO_FORMA_RES7
ACQUISITIONS AND PRO FORMA RESULTS (Pro Forma Financial Information Summarization Results of Operations) (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2011 |
Business Combinations [Abstract] | ' |
Total Revenue | $811,933 |
Net income | $23,236 |
Net income per share | ' |
Basic (in dollars per share) | $0.80 |
Diluted (in dollars per share) | $0.79 |
DEBT_Narrative_Details
DEBT (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 08, 2011 | Jun. 08, 2011 | Jun. 08, 2011 | Jun. 08, 2011 | 11-May-12 | 11-May-12 | 11-May-12 | Jun. 21, 2013 | Jun. 21, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 15, 2011 | Dec. 31, 2012 | Jun. 11, 2007 | Jun. 21, 2013 | Jun. 21, 2013 |
Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | Senior Credit Facility | 2016 Convertible Senior Notes | 2016 Convertible Senior Notes | 2016 Convertible Senior Notes | 2012 Senior Convertible Notes | 2012 Senior Convertible Notes | Leverage Ratio June 21, 2013 through June 30, 2014 | Leverage Ratio July 01, 2014 through March 31, 2015 | |||
Option ii, X | Option ii, Z | Minimum | Minimum | Maximum | Maximum | August 2010 Amendment | August 2010 Amendment | June 2011 Amendment | June 2011 Amendment | May 2012 Amendment | May 2012 Amendment | May 2012 Amendment | June 2013 Amendment | June 2013 Amendment | Senior Credit Facility | Senior Credit Facility | ||||||||||
Option i | Option i | Maximum | Maximum | Minimum | Maximum | Maximum | June 2013 Amendment | June 2013 Amendment | ||||||||||||||||||
Maximum | Maximum | |||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $450,000,000 | ' | $600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reallocated term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior credit facility, additional commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10-Aug-15 | ' | 8-Jun-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum consolidated total leverage ratio (net debt to consolidated EBITDA) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | 3.75 | ' | 3.75 | ' | ' | ' | ' | ' | 4.25 | 4 |
Capitalized incremental financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rates available to the Company at its option | ' | ' | ' | ' | 0.50% | 1.00% | ' | 1.00% | ' | 1.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash balance threshold above which excess amount is not subject to any restriction of use or investment | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, commitment fee percentage | ' | ' | ' | ' | ' | ' | 0.15% | ' | 0.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility outstanding | ' | ' | 186,900,000 | 321,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average interest rate on debt | ' | ' | 2.00% | 1.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available borrowings under senior secured revolving credit facility | ' | ' | 413,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of outstanding borrowings | ' | ' | 187,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 252,400,000 | ' | ' | ' | ' | ' | ' |
Principal amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230,000,000 | 230,000,000 | 230,000,000 | ' | 165,000,000 | ' | ' |
Interest rate on debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.63% | ' | 2.38% | ' | ' |
Portion of the debt proceeds that was classified as equity at the time of the offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,200,000 | ' | 30,600,000 | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.60% | ' | 6.80% | ' | ' |
Carrying amount of liability | 205,182,000 | 197,672,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 205,200,000 | 197,700,000 | ' | ' | ' | ' | ' |
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 24,800,000 | 32,300,000 | ' | ' | ' | ' | ' |
Common stock based on initial conversion rate ratio (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17.4092 | ' | ' | ' | ' | ' | ' |
Principal amount to be considered for conversion purpose | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' |
Initial conversion price, per share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $57.44 | ' | ' | ' | ' | ' | ' |
Maximum selling price of company's common stock | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150.00% | ' | ' | ' | ' | ' | ' |
Principal amount of notes per average trading price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' |
Maximum average conversion value of the Notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' |
Earliest conversion date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'June 15, 2016 | ' | ' | ' | ' | ' | ' |
Strike price of the call transaction (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $57.44 | ' | ' | ' | ' | ' | ' |
Strike price of warrant transactions (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $70.05 | ' | ' | ' | ' | ' | ' |
Cost of call transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,400,000 | ' | ' |
Proceeds from warrant transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $12,200,000 | ' | ' |
Bond hedge contract termination, trading day period (in days) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '100 days | ' | ' | ' |
Bond hedge contract termination, commencement period (in days) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' |
DEBT_Components_of_Interest_Ex
DEBT (Components of Interest Expense) (Details) (USD $) | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
2016 Convertible Senior Notes | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Amortization of the discount on the liability component | $6,463,000 | [1] | $5,993,000 | [1] | $3,740,000 | [1] |
Cash interest related to the contractual interest coupon | 3,218,000 | [2] | 3,154,000 | [2] | 2,024,000 | [2] |
Total | 9,681,000 | 9,147,000 | 5,764,000 | |||
Amortization of debt discount, capitalized interest | 1,000,000 | 1,100,000 | ' | |||
Cash interest related to contractual interest coupon, capitalized interest | 500,000 | 600,000 | ' | |||
2012 Senior Convertible Notes | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Amortization of the discount on the liability component | 0 | [1] | 2,527,000 | [1] | 6,850,000 | [1] |
Cash interest related to the contractual interest coupon | 0 | [2] | 1,378,000 | [2] | 3,919,000 | [2] |
Total | 0 | 3,905,000 | 10,769,000 | |||
Amortization of debt discount, capitalized interest | ' | 500,000 | ' | |||
Cash interest related to contractual interest coupon, capitalized interest | ' | $300,000 | ' | |||
[1] | In 2013, the amortization of the discount on the liability component of the 2016 Note is presented net of capitalized interest of $1.0 million. In 2012, the amortization of the discount on the liability component of the 2016 and 2012 Notes are presented net of capitalized interest of $1.1 million and $0.5 million, respectively. | |||||
[2] | In 2013, the cash interest related to the contractual interest coupon on the 2016 Note is presented net of capitalized interest of $0.5 million. In 2012, the cash interest related to the contractual interest coupon on the 2016 and 2012 Notes are presented net of capitalized interest of $0.6 million and $0.3 million, respectively. |
DERIVATIVE_INSTRUMENTS_Narrati
DERIVATIVE INSTRUMENTS (Narrative) (Details) (USD $) | 12 Months Ended | |
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative [Line Items] | ' | ' |
Interest rate swap expiration date | 'August 10, 2015 | ' |
Interest rate swap | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative, Notional Amount | $112.50 | $127.50 |
Pretax losses expected to be reclassified from AOCI in next 12 months | 1.7 | ' |
Not Designated as Hedging Instrument | ' | ' |
Derivative [Line Items] | ' | ' |
Derivative, Notional Amount | $3.90 | ' |
DERIVATIVE_INSTRUMENTS_Summary
DERIVATIVE INSTRUMENTS (Summary of Fair Value in Balance Sheet for Derivatives Designated Hedging Instruments) (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | |||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ||
Derivative fair value of derivative liability | $2,439,000 | [1] | $4,126,000 | [1] |
Interest rate swap | ' | ' | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ||
Derivative, Notional Amount | 112,500,000 | 127,500,000 | ||
Reduction In Notional Amount Of Interest Rate Derivatives In Next Twelve Months | 15,000,000 | ' | ||
Interest rate swap | Accrued expenses and other current liabilities | ' | ' | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ||
Derivative fair value of derivative liability | 1,676,000 | [1],[2] | 1,888,000 | [1],[2] |
Interest rate swap | Other liabilities | ' | ' | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ||
Derivative fair value of derivative liability | $763,000 | [1],[2] | $2,238,000 | [1],[2] |
[1] | The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12Â months. | |||
[2] | At December 31, 2013 and December 31, 2012, the notional amount related to the Company’s sole interest rate swap was $112.5 million and $127.5 million, respectively. In the next 12 months, the Company expects to reduce the notional amount by $15.0 million. |
DERIVATIVE_INSTRUMENTS_Effect_
DERIVATIVE INSTRUMENTS (Effect of Derivative Instruments Designated Cash Flow Hedges on Statements of Operations) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Balance in AOCI Beginning of Period | ($4,159) | ($4,307) |
Amount of Gain (Loss) Recognized in AOCI-(Effective Portion) | -110 | -2,062 |
Amount of Gain (Loss) Reclassified from AOCI into Earnings-(Effective Portion) | -1,830 | -2,210 |
Balance in AOCI End of Period | -2,439 | -4,159 |
Cost of Goods Sold | Foreign Currency Forward Contracts | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Balance in AOCI Beginning of Period | -34 | -216 |
Amount of Gain (Loss) Recognized in AOCI-(Effective Portion) | 142 | -127 |
Amount of Gain (Loss) Reclassified from AOCI into Earnings-(Effective Portion) | 108 | -309 |
Balance in AOCI End of Period | 0 | -34 |
Interest (expense) | Interest rate swap | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Balance in AOCI Beginning of Period | -4,125 | -4,091 |
Amount of Gain (Loss) Recognized in AOCI-(Effective Portion) | -252 | -1,935 |
Amount of Gain (Loss) Reclassified from AOCI into Earnings-(Effective Portion) | -1,938 | -1,901 |
Balance in AOCI End of Period | ($2,439) | ($4,125) |
TREASURY_STOCK_Narrative_Detai
TREASURY STOCK (Narrative) (Details) (2012 Authorization, USD $) | 0 Months Ended | 12 Months Ended |
Oct. 23, 2012 | Dec. 31, 2013 | |
2012 Authorization | ' | ' |
Accelerated Share Repurchases [Line Items] | ' | ' |
2012 share repurchase date | 23-Oct-12 | ' |
Stock repurchase program, authorized amount | $75,000,000 | ' |
Amount available for share repurchase under this latest authorization | ' | $75,000,000 |
STOCKBASED_COMPENSATION_Narrat
STOCK-BASED COMPENSATION (Narrative) (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2013 | 31-May-10 | Jul. 31, 2008 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
stock_based_compensation_plan | Minimum | Maximum | Stock Options | Restricted Stock, Performance Stock and Contract Stock | Restricted Stock, Performance Stock and Contract Stock | Restricted Stock, Performance Stock and Contract Stock | Deferred Stock Units (SUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | 2000 and 2001 Plan | 2003 Plan | 2003 Plan | 2003 Plan | Employee Stock Purchase Plan | Employee Stock Purchase Plan | Employee Stock Purchase Plan | |||
Executive Chairman | Non Former Chief Executive Officer | Chief Executive Officer | Chief Executive Officer | ||||||||||||||||||
Current Chief Executive Officer | Current Chief Executive Officer | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock reserved for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | 6,500,000 | 1,500,000 | ' | ' |
Shares available for purchase (in shares) | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' |
Shares issued (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 34,868 | ' | ' | ' | ' | 6,309 | 6,315 | 8,523 |
ESPP proceeds received | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $300,000 | $200,000 | $200,000 |
Discount percentage available to participants | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' |
Number of stock-based compensation plans | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in authorized shares (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,750,000 | 750,000 | ' | ' | ' | ' |
Stock options exercisable for officers, directors and employees, vesting period, in years | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercisable for employees, expiration period, in years | ' | ' | ' | ' | '6 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock options exercisable for directors, expiration period, in years | ' | ' | ' | '6 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intrinsic value of options exercised in period | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average grant date fair value of options granted (in dollars per share) | $13.86 | $12.18 | $19.18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash received from option exercises | 2,300,000 | 700,000 | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Requisite service periods of performance stock, restricted stock and contract stock awards, in years | ' | ' | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation costs related to unvested awards | ' | ' | ' | ' | ' | 1,300,000 | 11,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average period for cost recognition, in years | ' | ' | ' | ' | ' | '1 year | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense recognized | 10,393,000 | 9,051,000 | 26,805,000 | ' | ' | ' | 9,200,000 | 7,700,000 | 24,500,000 | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of shares vested | ' | ' | ' | ' | ' | ' | $6,500,000 | $6,700,000 | $29,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution of common stock to individual (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,670,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non issued vested restricted stock units (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
STOCKBASED_COMPENSATION_Summar
STOCK-BASED COMPENSATION (Summary Of Employee Stock-Based Compensation Expense) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total employee stock-based compensation expense | $10,393 | $9,051 | $26,805 |
Total tax benefit related to employee stock-based compensation expense | 4,018 | 3,532 | 10,468 |
Net effect on net income | 6,375 | 5,519 | 16,337 |
Selling, general and administrative | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total employee stock-based compensation expense | 9,948 | 8,646 | 26,310 |
Research and development | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total employee stock-based compensation expense | 355 | 335 | 404 |
Cost of goods sold | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' |
Total employee stock-based compensation expense | $90 | $70 | $91 |
STOCKBASED_COMPENSATION_Summar1
STOCK-BASED COMPENSATION (Summary Of Weighted-Average Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 31.00% | 30.00% | 28.00% |
Risk free interest rate | 1.52% | 1.33% | 2.47% |
Expected life of option from grant date, in years | '8 years | '8 years | '8 years |
STOCKBASED_COMPENSATION_Summar2
STOCK-BASED COMPENSATION (Summary Of Stock Option Activity) (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ' |
Share, Outstanding at beginning of year | 1,709 |
Shares, Granted | 32 |
Shares, Exercised | -63 |
Shares, Forfeited or Expired | -39 |
Shares, Outstanding at end of year | 1,639 |
Shares, Vested or expected to vest at end of year | 1,639 |
Shares, Exercisable at end of year | 1,521 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ' |
Weighted Average Exercise Price, Outstanding at beginning of year | $37.76 |
Weighted Average Exercise Price, Granted | $36.50 |
Weighted Average Exercise Price, Exercised | $33.36 |
Weighted Average Exercise Price, Forfeited or Expired | $49 |
Weighted Average Exercise Price, Outstanding at end of year | $37.64 |
Weighted Average Exercise Price, Vested or expected to vest at end of year | $37.64 |
Weighted Average Exercise Price, Exercisable at end of year | $37.97 |
Weighted Average Contractual Term in Years, Outstanding at end of year | '3 years 2 months 4 days |
Weighted Average Contractual Term in Years, Vested or expected to vest at end of year | '3 years 2 months 4 days |
Weighted Average Contractual Term in Years, Exercisable at end of year | '2 years 10 months 8 days |
Aggregate Intrinsic Value, Outstanding at end of year | $16,755 |
Aggregate Intrinsic Value, Vested or expected to vest at end of year | 16,755 |
Aggregate Intrinsic Value, Exercisable at end of year | $15,058 |
STOCKBASED_COMPENSATION_Summar3
STOCK-BASED COMPENSATION (Summary Of Vested And Unvested RSU) (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Restricted Stock | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Shares, Unvested beginning balance | 346 |
Shares, Granted | 169 |
Shares, Cancellations | -34 |
Shares, Unvested ending balance, shares | 321 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Weighted Average Grant Date Fair Value Per Share, Unvested beginning balance | $37.80 |
Weighted Average Grant Date Fair Value Per Share, Granted | $38.65 |
Weighted Average Grant Date Fair Value Per Share, Cancellations | $38.59 |
Weighted Average Grant Date Fair Value Per Share, Unvested ending balance | $37.29 |
Performance Stock and Contract Stock Awards | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Shares, Unvested beginning balance | 199 |
Shares, Granted | 70 |
Shares, Cancellations | -1 |
Shares, Unvested ending balance, shares | 264 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Weighted Average Grant Date Fair Value Per Share, Unvested beginning balance | $30.49 |
Weighted Average Grant Date Fair Value Per Share, Granted | $39.25 |
Weighted Average Grant Date Fair Value Per Share, Cancellations | $35.68 |
Weighted Average Grant Date Fair Value Per Share, Unvested ending balance | $32.74 |
Released | Restricted Stock | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Shares, Released | -160 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Weighted Average Grant Date Fair Value Per Share, Released | $39.43 |
Released | Performance Stock and Contract Stock Awards | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Shares, Released | -4 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | ' |
Weighted Average Grant Date Fair Value Per Share, Released | $39.44 |
RETIREMENT_BENEFIT_PLANS_Narra
RETIREMENT BENEFIT PLANS (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | ' | ' |
Reduction in projected benefit obligations | ' | ' | $0.30 |
Accumulated benefit obligation for the defined benefit plans | 15.2 | 13.9 | ' |
Anticipated company contributions to defined benefit plans | 0.9 | ' | ' |
Unrecognized accumulated other comprehensive loss | 2.9 | ' | ' |
Total contributions made by the Company | $2.90 | $2.70 | $2.40 |
RETIREMENT_BENEFIT_PLANS_Net_P
RETIREMENT BENEFIT PLANS (Net Periodic Benefit Costs for Defined Benefit Pension Plans) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract] | ' | ' | ' |
Service cost | $0 | $0 | $26 |
Interest cost | 556 | 582 | 650 |
Expected return on plan assets | -407 | -392 | -589 |
Recognized net actuarial loss | 2 | 0 | 0 |
Net period benefit cost | $151 | $190 | $87 |
RETIREMENT_BENEFIT_PLANS_Weigh
RETIREMENT BENEFIT PLANS (Weighted Average Assumptions) (Details) (Foreign Pension Plans, Defined Benefit) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Foreign Pension Plans, Defined Benefit | ' | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' | ' |
Discount rate | 4.40% | 4.20% | 4.70% |
Expected return on plan assets | 3.60% | 3.00% | 2.90% |
Rate of compensation increase | 0.00% | 0.00% | 0.00% |
RETIREMENT_BENEFIT_PLANS_Chang
RETIREMENT BENEFIT PLANS (Changes In Projected Benefit Obligation And Fair Value Of Plan Assets) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ' | ' | ' |
Interest cost | $556 | $582 | $650 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ' | ' | ' |
Plan assets at fair value, beginning of year | 14,080 | ' | ' |
Plan assets at fair value, end of year | 14,694 | 14,080 | ' |
Foreign Pension Plans, Defined Benefit | Change In Projected Benefit Obligation | ' | ' | ' |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ' | ' | ' |
Projected benefit obligation, beginning of year | 13,918 | 12,556 | ' |
Interest cost | 556 | 582 | ' |
Benefits paid | -506 | -604 | ' |
Actuarial loss (gain) | 881 | 807 | ' |
Effect of foreign currency exchange rates | 333 | 577 | ' |
Projected benefit obligation, end of year | 15,182 | 13,918 | ' |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ' | ' | ' |
Benefits paid | -506 | -604 | ' |
Foreign Pension Plans, Defined Benefit | Change In Plan Assets | ' | ' | ' |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | ' | ' | ' |
Benefits paid | -493 | -591 | ' |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | ' | ' | ' |
Plan assets at fair value, beginning of year | 14,080 | 13,226 | ' |
Actual return on plan assets | -6 | 41 | ' |
Employer contributions | 826 | 797 | ' |
Benefits paid | -493 | -591 | ' |
Effect of foreign currency exchange rates | 287 | 607 | ' |
Plan assets at fair value, end of year | $14,694 | $14,080 | ' |
RETIREMENT_BENEFIT_PLANS_Sched
RETIREMENT BENEFIT PLANS (Schedule Of Reconciliation Of Funded Status) (Details) (Foreign Pension Plans, Defined Benefit, USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Foreign Pension Plans, Defined Benefit | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' |
Funded status, projected benefit obligation in excess of (less than) plan assets | ($488) | $162 |
Unrecognized net actuarial loss | 2,911 | 1,512 |
Accumulated other comprehensive loss | -2,911 | -1,512 |
Amounts recognized | ($488) | $162 |
RETIREMENT_BENEFIT_PLANS_Sched1
RETIREMENT BENEFIT PLANS (Schedule Of Weighted Average Allocation Of Plan Assets) (Details) (Foreign Pension Plans, Defined Benefit) | Dec. 31, 2013 | Dec. 31, 2012 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' |
Weighted average allocation of plan assets | 100.00% | 100.00% |
Government bonds | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' |
Weighted average allocation of plan assets | 100.00% | 99.00% |
Cash | ' | ' |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ' | ' |
Weighted average allocation of plan assets | 0.00% | 1.00% |
RETIREMENT_BENEFIT_PLANS_Sched2
RETIREMENT BENEFIT PLANS (Schedule Of Pension Plan Assets At Fair Value) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | $14,694 | $14,080 | ||
Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 8 | 195 | ||
Significant Observable Inputs (Level 2) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 14,686 | 13,885 | ||
Significant Unobservable Inputs (Level 3) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 0 | 0 | ||
Cash | Bank account | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 8 | 195 | ||
Cash | Bank account | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 8 | 195 | ||
Cash | Bank account | Significant Observable Inputs (Level 2) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 0 | 0 | ||
Cash | Bank account | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 0 | 0 | ||
Index-linked government bonds | Legal & General Index-Linked Gilts Index (various tenders) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 12,630 | [1] | 11,909 | [1] |
Index-linked government bonds | Legal & General Index-Linked Gilts Index (various tenders) | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 0 | [1] | 0 | [1] |
Index-linked government bonds | Legal & General Index-Linked Gilts Index (various tenders) | Significant Observable Inputs (Level 2) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 12,630 | [1] | 11,909 | [1] |
Index-linked government bonds | Legal & General Index-Linked Gilts Index (various tenders) | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 0 | [1] | 0 | [1] |
Government bonds | Legal & General Over 15 Year Gilts Index | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 2,056 | [2] | 1,976 | [2] |
Government bonds | Legal & General Over 15 Year Gilts Index | Quoted Prices in Active Markets for Identical Assets (Level 1) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 0 | [2] | 0 | [2] |
Government bonds | Legal & General Over 15 Year Gilts Index | Significant Observable Inputs (Level 2) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | 2,056 | [2] | 1,976 | [2] |
Government bonds | Legal & General Over 15 Year Gilts Index | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ||
Defined benefit plan, fair value of plan assets | $0 | [2] | $0 | [2] |
[1] | This category represents funds consisting of index-linked gilts and is designated to follow a benchmark index. | |||
[2] | This category represents funds consisting of gilts and is designated to follow a benchmark index. |
RETIREMENT_BENEFIT_PLANS_Sched3
RETIREMENT BENEFIT PLANS (Schedule of Expected Benefit Payments) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Pension and Other Postretirement Benefit Expense [Abstract] | ' |
2014 | $586 |
2015 | 613 |
2016 | 631 |
2017 | 647 |
2018 | 684 |
2019-2023 | $3,815 |
LEASES_AND_RELATED_PARTY_LEASE2
LEASES AND RELATED PARTY LEASES (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating Leased Assets [Line Items] | ' | ' | ' |
Total rental expense | $10.40 | $10.90 | $9.30 |
Related Party | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Total rental expense | 0.3 | 0.3 | 0.3 |
Term of lease | 'March 31, 2022 | ' | ' |
Option to renew lease | 'March 31, 2032 | ' | ' |
Payment per year to related party lessor | 0.1 | ' | ' |
Percent of manufacturing facility owned by corporation whose shareholders are trusts whose beneficiaries include family members of company's former chairman | 50.00% | ' | ' |
Annual rate of lease agreement | $0.30 | ' | ' |
Five-Year Option Lease From November 1, 2032 Through October 31, 2037 | Related Party | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Option to extend lease, years | '5 years | ' | ' |
Period for extended lease | 'November 1, 2032 through October 31, 2037 | ' | ' |
Five-Year Option Lease From November 1, 2037 Through October 31, 2042 | Related Party | ' | ' | ' |
Operating Leased Assets [Line Items] | ' | ' | ' |
Option to extend lease, years | '5 years | ' | ' |
Period for extended lease | 'November 1, 2037 through October 31, 2042 | ' | ' |
LEASES_AND_RELATED_PARTY_LEASE3
LEASES AND RELATED PARTY LEASES (Schedule Of Minimum Lease Payments) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 | $12,100 |
2015 | 9,889 |
2016 | 7,486 |
2017 | 4,880 |
2018 | 4,180 |
Thereafter | 28,403 |
Total minimum lease payments | 66,938 |
Related Parties | ' |
Operating Leased Assets [Line Items] | ' |
2014 | 272 |
2015 | 272 |
2016 | 272 |
2017 | 272 |
2018 | 296 |
Thereafter | 4,137 |
Total minimum lease payments | 5,521 |
Third Parties | ' |
Operating Leased Assets [Line Items] | ' |
2014 | 11,828 |
2015 | 9,617 |
2016 | 7,214 |
2017 | 4,608 |
2018 | 3,884 |
Thereafter | 24,266 |
Total minimum lease payments | $61,417 |
LEASES_AND_RELATED_PARTY_LEASE4
LEASES AND RELATED PARTY LEASES (Schedule of Future Minimum Lease Payments for Capital Leases) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Leases [Abstract] | ' |
2014 | $569 |
2015 | 569 |
2016 | 569 |
Total minimum lease payments | 1,707 |
Amount representing interest | 132 |
Present value of minimum lease payments | $1,575 |
INCOME_TAXES_Narrative_Details
INCOME TAXES (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2011 | Jun. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax [Line Items] | ' | ' | ' | ' | ' | ' |
Change in effective income tax rate during the period | ' | ' | ' | 10.70% | ' | ' |
Income tax benefit for release of tax contingency reserve | ' | ' | ' | $2.70 | ' | ' |
Income tax benefit due to correction of deferred tax item related to 2011 | 1 | ' | ' | ' | ' | ' |
Income tax expense for repatriation of foreign earnings | ' | ' | ' | 2.7 | 1.3 | ' |
Effective foreign income tax rate | ' | ' | ' | -75.50% | 7.80% | ' |
Change in effective foreign income tax rate during period | ' | ' | ' | 83.00% | 9.50% | ' |
Foreign income tax benefit due to correction of deferred tax items prior to 2011 | ' | ' | ' | ' | 1.6 | ' |
Additional tax expense (benefit) due to corrections in current period related to prior period | ' | -2.2 | 1.7 | ' | ' | ' |
Undistributed Earnings of Foreign Subsidiaries | 190.7 | ' | ' | 190.7 | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration | 17.2 | ' | ' | 17.2 | ' | ' |
Operating Loss Carryforwards, Tax Deductions in Excess of Previously Recorded Benefits Based on Option Value at the Time of Grant | 0.1 | ' | ' | 0.1 | ' | ' |
Deferred Tax Assets, Valuation Allowance | 9 | 32.3 | ' | 9 | 14.2 | 32.3 |
Deferred Tax Assets, Gross | 110.2 | 125.9 | ' | 110.2 | 110.5 | 125.9 |
Valuation Allowances and Reserves, Period Increase (Decrease) | ' | ' | ' | -5.2 | -18.1 | ' |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 2.8 | ' | ' | 2.8 | ' | ' |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit | 2 | ' | ' | 2 | ' | ' |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | ' | ' | ' | -0.8 | 0.1 | -0.5 |
Income Tax Examination, Penalties and Interest Accrued | 0.4 | 1.3 | ' | 0.4 | 1.4 | 1.3 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | ' | ' | ' | 0.5 | ' | ' |
Audits Settled During Year | ' | ' | ' | '2008 through 2010 | ' | ' |
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority | -2.1 | ' | ' | -2.1 | ' | ' |
Effective Income Tax Rate Reconciliation, Tax Settlement, Domestic, Amount | ' | ' | ' | 0.2 | ' | ' |
Uncertain Taxes Reclassified | ' | ' | ' | 4.2 | ' | ' |
Estimated Tax Liability on Undistributed Earnings of Foreign Subsidiaries | 30.9 | ' | ' | 30.9 | ' | ' |
Internal Revenue Service (IRS) | ' | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards | 50.8 | ' | ' | 50.8 | ' | ' |
Foreign Tax Authority | ' | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards | 36.1 | ' | ' | 36.1 | ' | ' |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 18.9 | ' | ' | 18.9 | ' | ' |
State and Local Jurisdiction | ' | ' | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' | ' | ' |
Operating Loss Carryforwards | $51.40 | ' | ' | $51.40 | ' | ' |
INCOME_TAXES_Schedule_Of_Incom
INCOME TAXES (Schedule Of Income Before Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
United States operations | ($27,281) | $25,293 | $1,507 |
Foreign operations | 2,491 | 26,736 | 26,987 |
Income (loss) before income taxes | ($24,790) | $52,029 | $28,494 |
INCOME_TAXES_Schedule_of_Effec
INCOME TAXES (Schedule of Effective Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Increase (decrease) in income taxes resulting from: | ' | ' | ' |
State income taxes, net of federal tax benefit | -0.30% | 2.60% | 5.00% |
Foreign operations | -21.80% | -14.70% | -11.50% |
Goodwill impairment | 43.10% | 0.00% | 0.00% |
Changes in valuation allowances | -1.30% | -0.40% | -14.00% |
Uncertain tax positions | -10.80% | -2.50% | -5.80% |
Research and development credit | -2.20% | 0.00% | -3.00% |
Return to provision | -8.30% | -0.50% | -5.40% |
Other | -1.90% | 1.30% | 1.50% |
Effective tax rate | 31.50% | 20.80% | 1.80% |
INCOME_TAXES_Schedule_Of_Provi
INCOME TAXES (Schedule Of Provision For Income Taxes) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current: | ' | ' | ' |
Federal | $3,200 | $3,614 | ($934) |
State | -1,359 | 1,373 | -1,530 |
Foreign | 1,175 | 4,301 | 1,813 |
Total current | 3,016 | 9,288 | -651 |
Deferred: | ' | ' | ' |
Federal | -11,767 | 4,053 | 1,078 |
State | -596 | 497 | 2,236 |
Foreign | 1,534 | -3,013 | -2,158 |
Total deferred | -10,829 | 1,537 | 1,156 |
Provision for income taxes | ($7,813) | $10,825 | $505 |
INCOME_TAXES_Schedule_Of_Defer
INCOME TAXES (Schedule Of Deferred Tax Assets And Liabilities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Doubtful accounts | $1,791 | $1,829 |
Inventory related items | 34,968 | 26,549 |
Tax credits | 3,883 | 3,275 |
Accrued vacation | 2,492 | 2,335 |
Accrued bonus | 1,266 | 4,111 |
Deferred Tax Asset, Operating Loss Carryforward, Current | 2,224 | 0 |
Other | 1,960 | 4,095 |
Total current deferred tax assets | 48,584 | 42,194 |
Less valuation allowance | -2,222 | -2,922 |
Current deferred tax assets after valuation allowance | 46,362 | 39,272 |
Current liabilities: | ' | ' |
Other | -646 | -314 |
Total current deferred tax liabilities | -646 | -314 |
Net current deferred tax assets | 45,716 | 38,958 |
Non-current assets: | ' | ' |
Benefit and compensation | 0 | -500 |
Stock compensation | 14,879 | 12,730 |
Deferred revenue | 186 | 162 |
Net operating loss carryforwards | 26,593 | 36,037 |
Federal & state tax credits | 19,045 | 19,851 |
Other | 897 | ' |
Total non-current deferred tax assets | 61,600 | 68,280 |
Less valuation allowance | -6,810 | -11,321 |
Non-current deferred tax assets after valuation allowance | 54,790 | 56,959 |
Non-current liabilities: | ' | ' |
Intangible & fixed assets | -41,563 | -46,650 |
Other | 105 | 359 |
Total non-current deferred tax liabilities | -41,458 | -46,291 |
Net non-current deferred tax assets | 13,332 | 10,668 |
Total net deferred tax assets | $59,048 | $49,626 |
INCOME_TAXES_Schedule_of_Uncer
INCOME TAXES (Schedule of Uncertain Tax Benefits Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of Uncertain Tax Benefits [Roll Forward] | ' | ' | ' |
Balance, beginning of year | $6,136 | $3,927 | $5,530 |
Increase Resulting from Current Year Tax Positions | 349 | 0 | 0 |
Increase Resulting from Prior Year Tax Positions | 729 | 7,796 | 1,001 |
Decrease Resulting from Prior Year Tax Positions | -477 | 0 | 0 |
Settlements | 0 | -3,523 | -962 |
Statute of limitations lapses | -3,338 | -2,064 | -1,642 |
Balance, end of year | $3,399 | $6,136 | $3,927 |
NET_INCOME_PER_SHARE_Narrative
NET INCOME PER SHARE (Narrative) (Details) (USD $) | 12 Months Ended | ||
In Millions, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Shares excluded from computation as their effect would be antidilutive | 0.7 | 1 | 0.3 |
Additional EPS Shares | 0.2 | ' | ' |
Maximum | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Impact of participating securities on rounding of earning or loss per share (in dollars per share) | ' | ' | 0.01 |
NET_INCOME_PER_SHARE_Basic_and
NET INCOME PER SHARE (Basic and Diluted Net Income Per Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||
Basic net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net income (loss) | $12,183 | [1] | ($28,550) | [1] | $3,440 | [1] | ($4,050) | [1] | $12,786 | $13,211 | $8,514 | $6,693 | ($16,977) | $41,204 | $27,989 |
Weighted average common shares outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 28,416 | 28,232 | 28,952 | ||||
Basic net income per common share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.60) | $1.46 | $0.97 | ||||
Diluted net income per share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Net income | $12,183 | [1] | ($28,550) | [1] | $3,440 | [1] | ($4,050) | [1] | $12,786 | $13,211 | $8,514 | $6,693 | ($16,977) | $41,204 | $27,989 |
Weighted average common shares outstanding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 28,416 | 28,232 | 28,952 | ||||
Effect of dilutive securities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Stock options and restricted stock (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 284 | 543 | ||||
Weighted average common shares for diluted earnings per share (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 28,416 | 28,516 | 29,495 | ||||
Diluted net income per common share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ($0.60) | $1.44 | $0.95 | ||||
[1] | The first quarter of 2013 was negatively impacted by a voluntary recall of certain products manufactured in the Company's Añasco, Puerto Rico facility.On July 31, 2013, the Company performed the annual goodwill impairment test which resulted in a non-cash goodwill impairment charge of $46.7 million for its U.S. Spine reporting unit, which is a part of the U.S. Spine and Other reportable segment. The Company incurred incremental costs related to the implementation of its global enterprise resource planning system in the first, second, third, and fourth quarters of 2013 of $6.1 million, $7.6 million, $5.0 million and $5.6 million, respectively.The Company incurred costs related to the remediation of the FDA warning letters at its manufacturing facilities of $2.1 million, $3.0 million, $2.8 million and $0.4 million in the first, second, third and fourth quarters of 2013, respectively. |
ACCUMULATED_OTHER_COMPREHENSIV2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Schedule of Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at December 31, 2012 | ($4,797) |
Current period other comprehensive income (loss) | 4,687 |
Amounts reclassified from accumulated other comprehensive income | 1,037 |
Current period other comprehensive income (loss) | 5,724 |
Balance at December 31, 2013 | 927 |
Gains and Losses on Cash Flow Hedges | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at December 31, 2012 | -2,373 |
Current period other comprehensive income (loss) | -54 |
Amounts reclassified from accumulated other comprehensive income | 1,037 |
Current period other comprehensive income (loss) | 983 |
Balance at December 31, 2013 | -1,390 |
Defined Benefit Pension Items | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at December 31, 2012 | -1,154 |
Current period other comprehensive income (loss) | -1,133 |
Amounts reclassified from accumulated other comprehensive income | 0 |
Current period other comprehensive income (loss) | -1,133 |
Balance at December 31, 2013 | -2,287 |
Foreign Currency Items | ' |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ' |
Balance at December 31, 2012 | -1,270 |
Current period other comprehensive income (loss) | 5,874 |
Amounts reclassified from accumulated other comprehensive income | 0 |
Current period other comprehensive income (loss) | 5,874 |
Balance at December 31, 2013 | $4,604 |
ACCUMULATED_OTHER_COMPREHENSIV3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Reclassification out of Accumulated Other Comprehensive Income) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' |
Interest (expense) | ($19,788) | ($22,237) | ($27,640) |
Cost of goods sold | 334,085 | 314,427 | 299,150 |
Tax (expense) or benefit | 7,813 | -10,825 | -505 |
Gains and Losses on Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' |
Total before tax | -1,830 | -2,210 | ' |
Tax (expense) or benefit | 793 | 939 | ' |
Net of tax | -1,037 | -1,271 | ' |
Interest rate swap | Gains and Losses on Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' |
Interest (expense) | -1,938 | -1,901 | ' |
Foreign currency forwards | Gains and Losses on Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income | ' | ' | ' |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' |
Cost of goods sold | $108 | ($309) | ' |
SEGMENT_AND_GEOGRAPHIC_INFORMA2
SEGMENT AND GEOGRAPHIC INFORMATION (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Segment Reporting Information [Line Items] | ' |
Number of reportable segments | 5 |
U.S. Instruments | ' |
Segment Reporting Information [Line Items] | ' |
Number of instrument patterns, surgical products, and lighting sold (more than 60,000) | 60,000 |
SEGMENT_AND_GEOGRAPHIC_INFORMA3
SEGMENT AND GEOGRAPHIC INFORMATION (Net Sales and Profit by Reportable Segment) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Net Sales | $220,769 | $213,246 | $205,547 | $196,652 | $214,432 | $210,084 | $210,170 | $196,185 | $836,214 | $830,871 | $780,078 |
Segment Profit | ' | ' | ' | ' | ' | ' | ' | ' | 247,444 | 304,023 | 281,804 |
Amortization | ' | ' | ' | ' | ' | ' | ' | ' | -12,697 | -18,536 | -16,433 |
Corporate and other | ' | ' | ' | ' | ' | ' | ' | ' | -238,391 | -211,705 | -210,459 |
Operating income (loss) | ' | ' | ' | ' | ' | ' | ' | ' | -3,644 | 73,782 | 54,912 |
U.S. Neurosurgery | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 172,250 | 171,278 | 165,652 |
Segment Profit | ' | ' | ' | ' | ' | ' | ' | ' | 83,211 | 91,070 | 86,206 |
U.S. Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 159,627 | 162,323 | 155,833 |
Segment Profit | ' | ' | ' | ' | ' | ' | ' | ' | 45,629 | 46,294 | 41,883 |
U.S. Extremities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 134,683 | 122,847 | 98,109 |
Segment Profit | ' | ' | ' | ' | ' | ' | ' | ' | 53,189 | 49,432 | 38,540 |
U.S. Spine and Other | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 179,940 | 190,546 | 174,479 |
Segment Profit | ' | ' | ' | ' | ' | ' | ' | ' | 8,546 | 55,891 | 51,011 |
International | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Net Sales | ' | ' | ' | ' | ' | ' | ' | ' | 189,714 | 183,877 | 186,005 |
Segment Profit | ' | ' | ' | ' | ' | ' | ' | ' | $56,869 | $61,336 | $64,164 |
SEGMENT_AND_GEOGRAPHIC_INFORMA4
SEGMENT AND GEOGRAPHIC INFORMATION (Revenue by Major Product Category) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Revenues | $220,769 | $213,246 | $205,547 | $196,652 | $214,432 | $210,084 | $210,170 | $196,185 | $836,214 | $830,871 | $780,078 |
Orthopedics | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 374,640 | 369,312 | 328,933 |
Neurosurgery | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Revenues | ' | ' | ' | ' | ' | ' | ' | ' | 278,672 | 277,527 | 272,538 |
Instruments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total Revenues | ' | ' | ' | ' | ' | ' | ' | ' | $182,902 | $184,032 | $178,607 |
SEGMENT_AND_GEOGRAPHIC_INFORMA5
SEGMENT AND GEOGRAPHIC INFORMATION (Total Revenue by Major Geographic Area) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Total revenue, net | $220,769 | $213,246 | $205,547 | $196,652 | $214,432 | $210,084 | $210,170 | $196,185 | $836,214 | $830,871 | $780,078 | |||||
Total long-lived assets | 208,648 | ' | ' | ' | 188,257 | ' | ' | ' | 208,648 | 188,257 | ' | |||||
United States | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Total revenue, net | ' | ' | ' | ' | ' | ' | ' | ' | 642,694 | [1] | 642,830 | [1] | 589,946 | [1] | ||
Total long-lived assets | 187,608 | [1] | ' | ' | ' | 166,508 | [1] | ' | ' | ' | 187,608 | [1] | 166,508 | [1] | ' | |
Europe | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Total revenue, net | ' | ' | ' | ' | ' | ' | ' | ' | 93,977 | 90,920 | 97,184 | |||||
Total long-lived assets | 20,010 | ' | ' | ' | 20,242 | ' | ' | ' | 20,010 | 20,242 | ' | |||||
Rest of World | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||
Total revenue, net | ' | ' | ' | ' | ' | ' | ' | ' | 99,543 | 97,121 | 92,948 | |||||
Total long-lived assets | $1,030 | ' | ' | ' | $1,507 | ' | ' | ' | $1,030 | $1,507 | ' | |||||
[1] | Includes long-lived assets in Puerto Rico. |
SELECTED_QUARTERLY_INFORMATION2
SELECTED QUARTERLY INFORMATION - UNAUDITED (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Selected Quarterly Financial Information [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Goodwill impairment charge | ' | ' | ' | ' | $46,738,000 | $0 | $0 |
Global ERP implementation costs | 5,600,000 | 5,000,000 | 7,600,000 | 6,100,000 | ' | ' | ' |
FDA remediation costs | $400,000 | $2,800,000 | $3,000,000 | $2,100,000 | ' | ' | ' |
SELECTED_QUARTERLY_INFORMATION3
SELECTED QUARTERLY INFORMATION - UNAUDITED (Selected Quarterly Information) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||||||
Selected Quarterly Financial Information [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||||||
Total revenue, net | $220,769 | $213,246 | $205,547 | $196,652 | $214,432 | $210,084 | $210,170 | $196,185 | $836,214 | $830,871 | $780,078 | ||||||||
Gross margin | 134,121 | 129,145 | 122,479 | 116,384 | 132,502 | 130,536 | 131,896 | 121,510 | ' | ' | ' | ||||||||
Net income (loss) | $12,183 | [1] | ($28,550) | [1] | $3,440 | [1] | ($4,050) | [1] | $12,786 | $13,211 | $8,514 | $6,693 | ($16,977) | $41,204 | $27,989 | ||||
Basic net income (loss) per common share | $0.40 | [2] | ($1.02) | [2] | $0.12 | [2] | ($0.15) | [2] | $0.46 | [2] | $0.46 | [2] | $0.30 | [2] | $0.24 | [2] | ' | ' | ' |
Diluted net income (loss) per common share | $0.40 | [2] | ($1.02) | [2] | $0.12 | [2] | ($0.15) | [2] | $0.46 | [2] | $0.46 | [2] | $0.30 | [2] | $0.23 | [2] | ' | ' | ' |
[1] | The first quarter of 2013 was negatively impacted by a voluntary recall of certain products manufactured in the Company's Añasco, Puerto Rico facility.On July 31, 2013, the Company performed the annual goodwill impairment test which resulted in a non-cash goodwill impairment charge of $46.7 million for its U.S. Spine reporting unit, which is a part of the U.S. Spine and Other reportable segment. The Company incurred incremental costs related to the implementation of its global enterprise resource planning system in the first, second, third, and fourth quarters of 2013 of $6.1 million, $7.6 million, $5.0 million and $5.6 million, respectively.The Company incurred costs related to the remediation of the FDA warning letters at its manufacturing facilities of $2.1 million, $3.0 million, $2.8 million and $0.4 million in the first, second, third and fourth quarters of 2013, respectively. | ||||||||||||||||||
[2] | Per common share amounts for the quarters and full years have been calculated separately. Accordingly, quarterly amounts do not necessarily add to the annual amount because of differences in the weighted average common shares outstanding during each period principally due to the effect of the Company’s issuing shares of its common stock during the year. |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 31, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | |
Subsequent Event | Subsequent Event | Cash Consideration One | Cash Consideration Two | ||||
Covidien | Subsequent Event | Subsequent Event | |||||
Covidien | Covidien | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Consideration Transferred | ' | ' | ' | ' | $231,000,000 | ' | ' |
Prepayment for Transitional Supply Agreement | ' | ' | ' | ' | ' | 4,000,000 | ' |
Contingent Consideration Arrangements, Maximum Payout | ' | ' | ' | ' | ' | ' | 30,000,000 |
Borrowings under senior credit facility | $30,000,000 | $155,000,000 | $145,000,000 | $235,000,000 | ' | ' | ' |
SCHEDULE_II_VALUATION_AND_QUAL1
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | ||
Valuation allowance adjustment | $0 | $500,000 | ($4,200,000) | ||
Allowance For Doubtful Accounts And Sales Returns And Allowances | ' | ' | ' | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | ||
Balance at Beginning of Period | 7,221,000 | 6,978,000 | 7,322,000 | ||
Charged to Costs and Expenses | 601,000 | 1,315,000 | 1,118,000 | ||
Charged to Other Accounts | 0 | 0 | [1] | 0 | [1] |
Deductions | -1,628,000 | -1,072,000 | -1,462,000 | ||
Balance at End of Period | 6,194,000 | 7,221,000 | 6,978,000 | ||
Deferred Tax Asset Valuation Allowance | ' | ' | ' | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ' | ' | ' | ||
Balance at Beginning of Period | 14,243,000 | 32,304,000 | 36,634,000 | ||
Charged to Costs and Expenses | -4,497,000 | -16,979,000 | 127,000 | ||
Charged to Other Accounts | 0 | 477,000 | [1] | -4,238,000 | [1] |
Deductions | -714,000 | -1,559,000 | -219,000 | ||
Balance at End of Period | $9,032,000 | $14,243,000 | $32,304,000 | ||
[1] | In 2012, $0.5 million of deferred tax liability was reclassified to the valuation allowance with no impact to the consolidated statement of operations. In 2011, $4.2 million of the valuation allowance was reclassified to long-term taxes payable with no impact to the consolidated statements of operations. There were no such reclassification adjustments made during 2013. |