Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Jul. 30, 2014 | |
Document Documentand Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
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 Common Stock, Shares Outstanding | ' | 32,598,682 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Income Statement [Abstract] | ' | ' | ' | ' | ||
Total revenue, net | $231,351 | $205,547 | [1] | $446,410 | $402,199 | [1] |
Costs and Expenses: | ' | ' | ' | ' | ||
Cost of goods sold | 86,976 | 81,829 | [1] | 169,359 | 161,441 | [1] |
Research and development | 13,745 | 11,809 | [1] | 26,312 | 24,525 | [1] |
Selling, general and administrative | 115,253 | 103,280 | [1] | 223,591 | 206,243 | [1] |
Intangible asset amortization | 2,985 | 3,073 | [1] | 6,018 | 6,624 | [1] |
Total costs and expenses | 218,959 | 199,991 | [1] | 425,280 | 398,833 | [1] |
Operating income | 12,392 | 5,556 | [1] | 21,130 | 3,366 | [1] |
Interest income | 58 | 289 | [1] | 120 | 352 | [1] |
Interest expense | -5,382 | -4,965 | [1] | -10,524 | -9,765 | [1] |
Other income (expense), net | 118 | -307 | [1] | 435 | -1,281 | [1] |
Income (loss) before income taxes | 7,186 | 573 | [1] | 11,161 | -7,328 | [1] |
Income tax expense (benefit) | 2,361 | -947 | [1] | 4,130 | -2,820 | [1] |
Net income (loss) | 4,825 | 1,520 | [1] | 7,031 | -4,508 | [1] |
Basic net income per common share (in dollars per share) | $0.15 | $0.05 | [1] | $0.22 | ($0.16) | [1] |
Diluted net income per common share (in dollars per share) | $0.15 | $0.05 | [1] | $0.21 | ($0.16) | [1] |
Weighted average common shares outstanding (See Note 10): | ' | ' | ' | ' | ||
Basic (in shares) | 32,398 | 27,873 | [1] | 32,336 | 27,834 | [1] |
Diluted (in shares) | 32,804 | 28,118 | [1] | 32,796 | 27,834 | [1] |
Comprehensive income (loss) (See Note 11) | $4,752 | $3,397 | [1] | $7,957 | ($9,115) | [1] |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Current Assets: | ' | ' | |
Cash and cash equivalents | $137,160 | $120,614 | [1] |
Trade accounts receivable, net of allowances of $5,223 and $6,194 | 118,262 | 118,145 | [1] |
Inventories, net | 223,632 | 206,919 | [1] |
Deferred tax assets | 48,349 | 48,616 | [1] |
Prepaid expenses and other current assets | 36,758 | 26,858 | [1] |
Total current assets | 564,161 | 521,152 | [1] |
Property, plant and equipment, net | 206,668 | 200,310 | [1] |
Intangible assets, net | 422,009 | 197,163 | [1] |
Goodwill | 354,977 | 249,764 | [1] |
Deferred tax assets | 6,422 | 15,412 | [1] |
Other assets | 8,786 | 8,338 | [1] |
Total assets | 1,563,023 | 1,192,139 | [1] |
Current Liabilities: | ' | ' | |
Accounts payable, trade | 47,004 | 50,752 | [1] |
Deferred revenue | 4,411 | 4,197 | [1] |
Accrued compensation | 36,595 | 28,079 | [1] |
Accrued expenses and other current liabilities | 38,892 | 36,354 | [1] |
Total current liabilities | 126,902 | 119,382 | [1] |
Long-term borrowings under senior credit facility | 421,875 | 186,875 | [1] |
Long-term convertible securities | 209,096 | 205,182 | [1] |
Deferred tax liabilities | 81,540 | 2,083 | [1] |
Other liabilities | 34,380 | 12,527 | [1] |
Total liabilities | 873,793 | 526,049 | [1] |
Commitments and contingencies | ' | ' | [1] |
Stockholders’ Equity: | ' | ' | |
Preferred Stock; no par value; 15,000 authorized shares; none outstanding | 0 | 0 | [1] |
Common stock; $0.01 par value; 60,000 authorized shares; 41,474 and 41,042 issued at June 30, 2014 and December 31, 2013, respectively | 415 | 410 | [1] |
Additional paid-in capital | 766,096 | 750,918 | [1] |
Treasury stock, at cost; 8,903 shares at June 30, 2014 and December 31, 2013 | -367,121 | -367,121 | [1] |
Accumulated other comprehensive income (loss) | 1,853 | 927 | [1] |
Retained earnings | 287,987 | 280,956 | [1] |
Total stockholders’ equity | 689,230 | 666,090 | [1] |
Total liabilities and stockholders’ equity | $1,563,023 | $1,192,139 | [1] |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Trade accounts receivable, allowances | $5,223 | $6,194 |
Preferred Stock, par value (in dollars per share) | $0 | $0 |
Preferred Stock, authorized shares (in shares) | 15,000 | 15,000 |
Preferred Stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized (in shares) | 60,000 | 60,000 |
Common stock, shares issued (in shares) | 41,474 | 41,042 |
Treasury stock, shares (in shares) | 8,903 | 8,903 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | ||
OPERATING ACTIVITIES: | ' | ' | ||
Net income (loss) | $7,031 | ($4,508) | [1] | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' | ||
Depreciation and amortization | 29,164 | 24,025 | [1] | |
Non-cash impairment charges | 600 | 0 | [1] | |
Deferred income tax provision (benefit) | -503 | -400 | [1] | |
Amortization of debt issuance costs | 1,243 | 1,094 | [1] | |
Non-cash interest expense | 3,433 | 3,232 | [1] | |
Loss on disposal of property and equipment | 378 | 1,831 | [1] | |
Loss/(gain) from increase/(decrease) in fair value of contingent consideration liabilities | -998 | 0 | [1] | |
Share-based compensation | 8,302 | 4,764 | [1] | |
Excess tax benefits from stock-based compensation arrangements | -1,164 | -102 | [1] | |
Changes in assets and liabilities, net of business acquisitions: | ' | ' | ||
Accounts receivable | 106 | -745 | [1] | |
Inventories | -17,367 | -19,398 | [1] | |
Prepaid expenses and other current assets | -2,832 | -1,294 | [1] | |
Other non-current assets | -1,846 | -368 | [1] | |
Accounts payable, accrued expenses and other current liabilities | 4,848 | 2,893 | [1] | |
Deferred revenue | 188 | 278 | [1] | |
Other non-current liabilities | -2,952 | -538 | [1] | |
Net cash provided by operating activities | 27,631 | 10,764 | [1] | |
INVESTING ACTIVITIES: | ' | ' | ||
Purchases of property and equipment | -20,691 | -24,475 | [1] | |
Sales of property and equipment | 0 | 530 | [1] | |
Cash used for business acquisition, net of cash acquired | -235,000 | -2,830 | [1] | |
Net cash used in investing activities | -255,691 | -26,775 | [1] | |
FINANCING ACTIVITIES: | ' | ' | ||
Borrowings under senior credit facility | 235,000 | 20,000 | [1] | |
Payments of Debt Issuance Costs | 0 | -1,013 | [1] | |
Principal payments under capital lease obligations | -245 | 0 | [1] | |
Proceeds from exercised stock options | 8,317 | 234 | [1] | |
Excess tax benefits from stock-based compensation arrangements | 1,164 | 102 | [1] | |
Net cash provided by financing activities | 244,236 | 19,323 | [1] | |
Effect of exchange rate changes on cash and cash equivalents | 370 | -1,614 | [1] | |
Net change in cash and cash equivalents | 16,546 | 1,698 | [1] | |
Cash and cash equivalents at beginning of period | 120,614 | [1] | 96,938 | [1] |
Cash and cash equivalents at end of period | $137,160 | $98,636 | [1] | |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
BASIS_OF_PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||||||||||
BASIS OF PRESENTATION | ' | |||||||||||||||||||||||
BASIS OF PRESENTATION | ||||||||||||||||||||||||
General | ||||||||||||||||||||||||
The terms “we,” “our,” “us,” “Company” and “Integra” refer to Integra LifeSciences Holdings Corporation, a Delaware corporation, and its subsidiaries unless the context suggests otherwise. | ||||||||||||||||||||||||
In the opinion of management, the June 30, 2014 unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, results of operations and cash flows of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2013 included in the Company’s Current Report on Form 8-K dated June 16, 2014, which was filed with the Securities and Exchange Commission on June 20, 2014. The December 31, 2013 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. Operating results for the three- and six-month periods ended June 30, 2014 are not necessarily indicative of the results to be expected for the entire year. | ||||||||||||||||||||||||
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount 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 including in-process research and development, 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 and 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, valuation of contingent liabilities, the fair value 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. | ||||||||||||||||||||||||
Certain amounts from the prior year’s financial statements have been reclassified in order to conform to the current year’s presentation. | ||||||||||||||||||||||||
Change in Accounting Principle | ||||||||||||||||||||||||
In the first quarter of 2014, the Company changed its method of accounting for the medical device excise tax (“MDET”). Prior to the change the Company recorded the MDET in inventory at the time of the first sale in the United States and then recognized the tax in cost of goods sold when the medical device was sold to the ultimate customer. Under the new method, the MDET will be recorded in selling, general and administrative expenses in the period the first sale occurs in the United States, which could be an intercompany sale. | ||||||||||||||||||||||||
The Company believes that this change in accounting principle is preferable as the new method provides a better comparison with the Company's peers, the majority of which expense the MDET at the time of the first sale in the United States. | ||||||||||||||||||||||||
The medical device excise tax applies to sales beginning January 1, 2013; therefore, this change affected only 2013 financial results. The cumulative effect of the change in the prior year is included in retained earnings as of December 31, 2013. We have revised the comparative periods for the three- and six-month periods ended June 30, 2013 to reflect the retrospective application of the change in accounting principle had the new method been in effect for all periods, as follows: | ||||||||||||||||||||||||
Condensed Consolidated Statements of Operations and Comprehensive Income: | ||||||||||||||||||||||||
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||||||||||||||||||
Originally | As | Originally | As | |||||||||||||||||||||
Reported | Adjustments | Adjusted | Reported | Adjustments | Adjusted | |||||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||||||
Cost of goods sold | $ | 83,068 | $ | (1,239 | ) | $ | 81,829 | $ | 163,336 | $ | (1,895 | ) | $ | 161,441 | ||||||||||
Selling, general and administrative | 99,619 | 3,661 | 103,280 | 199,780 | 6,463 | 206,243 | ||||||||||||||||||
Income tax expense (benefit) | (445 | ) | (502 | ) | (947 | ) | (2,150 | ) | (670 | ) | (2,820 | ) | ||||||||||||
Net income (loss) | 3,440 | (1,920 | ) | 1,520 | (610 | ) | (3,898 | ) | (4,508 | ) | ||||||||||||||
Basic net income (loss) per common share | $ | 0.12 | $ | 0.05 | $ | (0.02 | ) | $ | (0.16 | ) | ||||||||||||||
Diluted net income (loss) per common share | 0.12 | 0.05 | (0.02 | ) | (0.16 | ) | ||||||||||||||||||
Comprehensive income (loss) | $ | 5,317 | $ | (1,920 | ) | $ | 3,397 | $ | (5,217 | ) | $ | (3,898 | ) | $ | (9,115 | ) | ||||||||
Condensed Consolidated Balance Sheets: | ||||||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||
Originally | As | |||||||||||||||||||||||
Reported | Adjustments | Adjusted | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Inventories | $ | 213,431 | $ | (6,512 | ) | $ | 206,919 | |||||||||||||||||
Deferred tax assets - current | 46,300 | 2,316 | 48,616 | |||||||||||||||||||||
Prepaid expenses and other current assets | 26,752 | 106 | 26,858 | |||||||||||||||||||||
Retained earnings | 285,046 | (4,090 | ) | 280,956 | ||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows: | ||||||||||||||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||||||||
Originally | As | |||||||||||||||||||||||
Reported | Adjustments | Adjusted | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Net income (loss) | $ | (610 | ) | $ | (3,898 | ) | $ | (4,508 | ) | |||||||||||||||
Inventories | (23,966 | ) | 4,568 | (19,398 | ) | |||||||||||||||||||
Prepaid and other current assets | (624 | ) | (670 | ) | (1,294 | ) | ||||||||||||||||||
Realignment of Segment Revenues | ||||||||||||||||||||||||
In the first quarter of 2014 the Company realigned certain products between operating segments. The Company did not change its management structure and has determined that the Company still has the same five reportable segments. The impact of this immaterial change on all periods presented is that (i) the revenues and segment profit of the U.S. Extremities segment is lower, and U.S. Instruments and U.S. Spine and Other segments are higher, and (ii) the global revenues of the Orthopedics product category is lower and the Instruments product category is higher. These changes have been reflected in all periods presented. There has been no change in the Company's net revenues reported. | ||||||||||||||||||||||||
Recently Issued Accounting Standards | ||||||||||||||||||||||||
In July 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 and 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 does not have a material impact on the Company's financial statements. | ||||||||||||||||||||||||
In April 2014, the FASB issued amendments to guidance for reporting discontinued operations and disposals of components of an entity. The amended guidance requires that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s financial results or a business activity classified as held for sale should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for individually significant dispositions that do not qualify as discontinued operations. The amendments are effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2014 (early adoption is permitted only for disposals that have not been previously reported). The implementation of the amended guidance is not expected to have a material impact on our consolidated financial position or results of operations. | ||||||||||||||||||||||||
In May 2014, the FASB issued Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should: 1) identify the contract(s) with a customer, 2) identify the performance obligations in the contract, 3) determine the transaction price, 4) allocate the transaction price to the performance obligations in the contract, and 5) recognize revenue when (or as) the entity satisfies a performance obligation. This update is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period, and early adoption is not permitted. The Company is in the process of evaluating the impact of this standard on its financial statements. | ||||||||||||||||||||||||
In June 2014, the FASB issued Update No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (Topic 718). The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Topic 718 as it relates to awards with performance conditions that affect vesting to account for such awards. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. This update is effective for annual reporting periods beginning after December 15, 2015, including interim periods within that reporting period, and early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its financial statements. |
BUSINESS_ACQUISITIONS
BUSINESS ACQUISITIONS | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
BUSINESS ACQUISITIONS | ' | |||||||
BUSINESS ACQUISITIONS | ||||||||
Confluent Surgical, Inc. | ||||||||
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 $255.9 million. The purchase price is comprised of an initial cash payment to Covidien of $231.0 million upon the closing of the transaction, a separate prepayment of $4.0 million made under a transitional supply agreement with an affiliate of Covidien, and contingent consideration with an acquisition date fair value of $20.9 million. The potential maximum undiscounted contingent consideration of $30.0 million consists of $25.0 million upon obtaining certain U.S. governmental approvals and $5.0 million upon obtaining certain European governmental approvals, both related to the completion of the transition of the Confluent Surgical business. | ||||||||
The transitional supply agreement secures the supply of the acquired products from an affiliate of Covidien until the earlier of (i) the time that the transition of the Confluent Surgical business as discussed above is complete, or (ii) the fifth anniversary of the effective date of the agreement (the agreement also contains an option to extend for another two years by providing written notice at least 180 days prior to the end of the initial five-year period). This agreement contains financial incentives to the affiliate of Covidien for the timely supply of products each fiscal quarter through the third anniversary of the agreement. The prices paid under the supply agreement are essentially flat through the third anniversary of the agreement, and then increase significantly each of the following three years. The Company also entered into a transition services agreement with an affiliate of Covidien at the closing for services such as customer service, accounting and information technology management, clinical and regulatory affairs, manufacturing transition services, and other functions. | ||||||||
This acquisition complements the Company's global neurosurgery growth strategy aimed at providing a broader set of solutions for surgical procedures in the head. | ||||||||
The Company adjusted the preliminary purchase price allocation during the quarter ended June 30, 2014 to reduce deferred tax liabilities by $12.4 million. This adjustment offset goodwill and was the result of the Company analyzing and revising its tax positions in certain jurisdictions. The purchase price allocation is preliminary because the Company has not yet completed the final analysis of the tax accounts. The following summarizes the preliminary allocation of the purchase price as of June 30, 2014 based on the fair value of the assets acquired and liabilities assumed: | ||||||||
Preliminary | ||||||||
Purchase Price | ||||||||
Allocation | ||||||||
(Dollars in thousands) | ||||||||
Inventory deposit | $ | 4,000 | ||||||
Fixed assets | 438 | |||||||
Intangible assets: | Wtd. Avg. Life | |||||||
Technology product rights | 239,800 | 20 years | ||||||
Other | 400 | Less than 1 year | ||||||
Deferred tax assets - long term | 12 | |||||||
Goodwill | 105,331 | |||||||
Total assets acquired | 349,981 | |||||||
Contingent supply liability | 5,891 | |||||||
Other | 731 | |||||||
Deferred tax liabilities - long term | 87,464 | |||||||
Net assets acquired | $ | 255,895 | ||||||
Subsequent to the acquisition date, a regulatory event occurred that resulted in the full-impairment of one of the acquired technology product rights of $0.6 million. This event was not known, or knowable, at the time of the acquisition and therefore the impairment has been included in the Company's cost of sales. | ||||||||
The Company accounted for the contingent supply liability by recording its fair value as a liability on the date of the acquisition based on a discounted cash-flow model. This contingent supply liability relates to contractual quarterly incentive payments that will be made to an affiliate of Covidien if certain supply minimums under the transitional supply agreement are met. | ||||||||
The Company accounted for the contingent consideration by recording its fair value as a liability on the date of the acquisition. The contingent consideration relates to the Company obtaining certain U.S. and European regulatory approvals. At the date of the acquisition, both of these milestones were valued using a discount rate of 2.2%, which is equivalent to the cost of debt for the estimated time horizon, and an overall probability of occurring of 95%. Accordingly, on January 15, 2014 the Company recorded a $20.9 million liability representing the initial fair value estimate of the probability weighted contingent consideration that management believes will be paid between early 2017 and late 2018. Depending on the expected timing of the estimated payments, the acquisition date fair value of the probability adjusted payments could have been $0.3 million higher or $0.4 million lower. These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement. The contingent consideration is re-measured to fair value at each reporting date until the contingency is resolved, and those changes in fair value are recognized in earnings. | ||||||||
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 Confluent Surgical'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 Confluent Surgical's assembled workforce. The goodwill acquired will not be deductible for tax purposes. | ||||||||
Contingent consideration | ||||||||
The fair value of contingent consideration during the six-months ended June 30, 2014 was (i) increased to reflect current period acquisitions, and the change in the time value of money during the period, and (ii) decreased because the Company believes that it is no longer probable that it will reach certain sales-based milestone targets. A reconciliation of the opening balances to the closing balances of these Level 3 measurements are as follows (in thousands): | ||||||||
Location in Statement of Operations | ||||||||
Balance as of January 1, 2014 | $ | 1,227 | ||||||
Contingent consideration from Confluent Surgical acquisition | 20,895 | |||||||
Loss/(gain) from increase/(decrease) in fair value of contingent consideration liabilities | (998 | ) | Selling, general and administrative | |||||
Fair value at June 30, 2014 | $ | 21,124 | ||||||
Pro Forma Results | ||||||||
The following unaudited pro forma financial information summarizes the results of operations for the three and six months ended June 30, 2013 as if the Confluent Surgical acquisition completed by the Company during 2014 had been completed as of January 1, 2013. The pro forma results are based upon certain assumptions and estimates, and they give effect to actual operating results prior to the acquisition and adjustments to reflect (i) the change in interest expense, depreciation expense, and intangible asset amortization, (ii) certain external expenses related to the acquisition as if they were incurred on January 1, 2013 that will not be recurring in the post-acquisition periods, and (iii) income taxes on the aforementioned adjustments at 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 acquisition had taken place on the basis assumed above, nor are they indicative of the results of future combined operations. | ||||||||
The pro forma impact of the Confluent Surgical pre-acquisition results were not material to the 2014 consolidated operating results of the Company; therefore the pro forma impact on the 2014 results of the Company has not been presented below. The pro forma results below also incorporate the impact of the change in accounting for the MDET on the 2013 results which is discussed in Note 1. | ||||||||
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||
(In thousands) | ||||||||
Total revenue | $ | 221,946 | $ | 434,997 | ||||
Net income (loss) | $ | 3,438 | $ | (2,032 | ) | |||
INVENTORIES
INVENTORIES | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory, Net [Abstract] | ' | |||||||
INVENTORIES | ' | |||||||
INVENTORIES | ||||||||
Inventories, net consisted of the following: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
(In thousands) | ||||||||
(As adjusted)* | ||||||||
Finished goods | $ | 139,427 | $ | 123,786 | ||||
Work in process | 48,221 | 47,403 | ||||||
Raw materials | 35,984 | 35,730 | ||||||
$ | 223,632 | $ | 206,919 | |||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | |||||||||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ||||||||||||||||||||||||
The Company reviews goodwill for impairment annually during its third quarter and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. The Company performed its most recent annual assessment on July 31, 2013 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. | ||||||||||||||||||||||||
Changes in the carrying amount of goodwill for the six months ended June 30, 2014 were as follows: | ||||||||||||||||||||||||
U.S. | U.S. | U.S. | U.S. | International | Total | |||||||||||||||||||
Neurosurgery | Instruments | Extremities | Spine | |||||||||||||||||||||
and | ||||||||||||||||||||||||
Other | ||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Goodwill, gross | $ | 95,165 | $ | 58,033 | $ | 61,079 | $ | 56,325 | $ | 25,900 | $ | 296,502 | ||||||||||||
Accumulated impairment losses | — | — | — | (46,738 | ) | — | (46,738 | ) | ||||||||||||||||
Goodwill at December 31, 2013 | 95,165 | 58,033 | 61,079 | 9,587 | 25,900 | 249,764 | ||||||||||||||||||
Confluent Surgical acquisition | 95,373 | — | — | — | 9,958 | 105,331 | ||||||||||||||||||
Foreign currency translation | (63 | ) | (19 | ) | (20 | ) | (3 | ) | (13 | ) | (118 | ) | ||||||||||||
Goodwill at June 30, 2014 | $ | 190,475 | $ | 58,014 | $ | 61,059 | $ | 9,584 | $ | 35,845 | $ | 354,977 | ||||||||||||
The components of the Company’s identifiable intangible assets were as follows: | ||||||||||||||||||||||||
30-Jun-14 | ||||||||||||||||||||||||
Weighted | Cost | Accumulated | Net | |||||||||||||||||||||
Average | Amortization | |||||||||||||||||||||||
Life | ||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Completed technology | 18 years | $ | 320,833 | $ | (54,339 | ) | $ | 266,494 | ||||||||||||||||
Customer relationships | 12 years | 146,988 | (84,400 | ) | 62,588 | |||||||||||||||||||
Trademarks/brand names | 31 years | 33,686 | (15,973 | ) | 17,713 | |||||||||||||||||||
Trademarks/brand names | Indefinite | 48,484 | — | 48,484 | ||||||||||||||||||||
Supplier relationships | 27 years | 34,721 | (10,049 | ) | 24,672 | |||||||||||||||||||
All other (1) | 4 years | 4,620 | (2,562 | ) | 2,058 | |||||||||||||||||||
$ | 589,332 | $ | (167,323 | ) | $ | 422,009 | ||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||
Weighted | Cost | Accumulated | Net | |||||||||||||||||||||
Average | Amortization | |||||||||||||||||||||||
Life | ||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Completed technology | 12 years | $ | 81,238 | $ | (45,343 | ) | $ | 35,895 | ||||||||||||||||
Customer relationships | 12 years | 146,627 | (79,624 | ) | 67,003 | |||||||||||||||||||
Trademarks/brand names | 31 years | 33,703 | (15,648 | ) | 18,055 | |||||||||||||||||||
Trademarks/brand names | Indefinite | 48,484 | — | 48,484 | ||||||||||||||||||||
Supplier relationships | 27 years | 34,721 | (9,305 | ) | 25,416 | |||||||||||||||||||
All other (1) | 5 years | 4,251 | (1,941 | ) | 2,310 | |||||||||||||||||||
$ | 349,024 | $ | (151,861 | ) | $ | 197,163 | ||||||||||||||||||
(1) | At June 30, 2014 and December 31, 2013, all other included in-process research and development ("IPR&D") of $1.4 million in both periods, which was indefinite-lived. | |||||||||||||||||||||||
During the six months ended June 30, 2014, the Company recorded an impairment charge of $0.6 million in cost of goods sold related to technology assets acquired from Confluent Surgical that will no longer be sold resulting from a regulatory event that occurred after the acquisition date. | ||||||||||||||||||||||||
Based on quarter-end exchange rates, annual amortization expense (including amounts reported in cost of product revenues, but excluding any possible future amortization associated with acquired in-process research and development) is expected to approximate $31.1 million in 2014, $28.8 million in 2015, $26.6 million in 2016, $24.5 million in 2017 and $24.1 million in 2018. Identifiable intangible assets are initially recorded at fair market value at the time of acquisition using an income or cost approach. |
DEBT
DEBT | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
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”). The Company amended the Senior Credit Facility on June 8, 2011, May 11, 2012, June 21, 2013, and subsequently amended and restated the facility on July 2, 2014 (see Note 14). | ||||||||||||||||
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. | allowed the Company to further increase the size of the revolving credit component by an aggregate of $200 million with additional commitments, | |||||||||||||||
iii. | provided 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. | |||||||||||||||
The May 11, 2012 amendment: | ||||||||||||||||
i. | modified certain financial and negative covenants, | |||||||||||||||
ii. | provided 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), and | |||||||||||||||
iii. | when calculating consolidated EBITDA for any period, the 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 June 21, 2013 amendment: | ||||||||||||||||
i. | modified certain financial and negative covenants, | |||||||||||||||
ii. | 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, and | |||||||||||||||
iii. | when calculating consolidated EBITDA for any period, the 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 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 June 30, 2014 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: | |||||||||||||||
1 | the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.5%, or | |||||||||||||||
2 | the prime lending rate of Bank of America, N.A. or | |||||||||||||||
3 | 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 also pays 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 June 30, 2014 and December 31, 2013, there was $421.9 million and $186.9 million outstanding under the Senior Credit Facility at a weighted average interest rate of 1.7% and 2.0%, respectively. At June 30, 2014, there was approximately $178.1 million available for borrowing under the Senior Credit Facility. The fair value of outstanding borrowings under the Senior Credit Facility at June 30, 2014 was approximately $421.7 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 in 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 June 30, 2014, the carrying amount of the liability component was $209.1 million, the remaining unamortized discount was $20.9 million, and the principal amount outstanding was $230.0 million. The fair value of the 2016 Notes at June 30, 2014 was approximately $246.0 million. 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. 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. | ||||||||||||||||
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 June 30, 2014, 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. | ||||||||||||||||
Convertible Note Interest | ||||||||||||||||
The interest expense components of the Company’s convertible notes are as follows (net of capitalized interest amounts): | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
2016 Notes: | ||||||||||||||||
Amortization of the discount on the liability component | $ | 1,766 | $ | 1,622 | $ | 3,433 | $ | 3,232 | ||||||||
Cash interest related to the contractual interest coupon | 837 | 813 | 1,639 | 1,631 | ||||||||||||
Total | $ | 2,603 | $ | 2,435 | $ | 5,072 | $ | 4,863 | ||||||||
DERIVATIVE_INSTRUMENTS
DERIVATIVE INSTRUMENTS | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
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 $1.6 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 swaps was developed using a market approach based on publicly available market yield curves and the terms of the related swap. The Company performs ongoing assessments of counterparty credit risk. | ||||||||||||||||||
The following table summarizes the fair value and presentation for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013: | ||||||||||||||||||
Fair Value as of | ||||||||||||||||||
Location on Balance Sheet (1): | June 30, 2014 | December 31, 2013 | ||||||||||||||||
(In thousands) | ||||||||||||||||||
Derivatives designated as hedges — Liabilities: | ||||||||||||||||||
Interest rate swap — Accrued expenses and other current liabilities (2) | $ | 1,582 | $ | 1,676 | ||||||||||||||
Interest rate swap — Other liabilities (2) | 131 | 763 | ||||||||||||||||
Total Derivatives designated as hedges — Liabilities | $ | 1,713 | $ | 2,439 | ||||||||||||||
(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 June 30, 2014 and December 31, 2013, the notional amount related to the Company’s sole interest rate swap was $105.0 million and $112.5 million, respectively. In the next twelve 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 condensed consolidated statements of operations during the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||||
Balance in AOCI | Amount of | Amount of Gain (Loss) | Balance in AOCI | Location in | ||||||||||||||
Beginning of | Gain (Loss) | Reclassified from | End of Quarter | Statements of | ||||||||||||||
Quarter | Recognized in | AOCI into | Operations | |||||||||||||||
AOCI- | Earnings-Effective | |||||||||||||||||
Effective Portion | Portion | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Three Months Ended June 30, 2014 | ||||||||||||||||||
Interest rate swap | $ | (2,097 | ) | $ | (60 | ) | $ | (444 | ) | $ | (1,713 | ) | Interest (expense) | |||||
Three Months Ended June 30, 2013 | ||||||||||||||||||
Forward currency forward contracts | $ | — | $ | 162 | $ | — | $ | 162 | Cost of goods sold | |||||||||
Interest rate swap | (3,644 | ) | 108 | (506 | ) | (3,030 | ) | Interest (expense) | ||||||||||
$ | (3,644 | ) | $ | 270 | $ | (506 | ) | $ | (2,868 | ) | ||||||||
Balance in AOCI | Amount of | Amount of Gain (Loss) | Balance in AOCI | Location in | ||||||||||||||
Beginning of | Gain (Loss) | Reclassified from | End of Quarter | Statements of | ||||||||||||||
Year | Recognized in | AOCI into | Operations | |||||||||||||||
AOCI- | Earnings-Effective | |||||||||||||||||
Effective Portion | Portion | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Six Months Ended June 30, 2014 | ||||||||||||||||||
Interest rate swap | (2,439 | ) | (169 | ) | (895 | ) | (1,713 | ) | Interest (expense) | |||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||
Forward currency forward contracts | (34 | ) | 162 | (34 | ) | $ | 162 | Cost of goods sold | ||||||||||
Interest rate swap | (4,125 | ) | 99 | (996 | ) | (3,030 | ) | Interest (expense) | ||||||||||
$ | (4,159 | ) | $ | 261 | $ | (1,030 | ) | $ | (2,868 | ) | ||||||||
The Company recognized no gains or losses resulting from ineffectiveness of cash flow hedges during the six months ended June 30, 2014 and 2013. |
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
STOCK-BASED COMPENSATION | ' |
STOCK-BASED COMPENSATION | |
As of June 30, 2014, the Company had stock options, restricted stock awards, performance stock units, 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”). | |
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. The vesting of performance stock, issued under the Plans, is subject to service and performance conditions. | |
Stock Options | |
As of June 30, 2014, there were approximately $2.1 million of total unrecognized compensation costs related to unvested stock options. These costs are expected to be recognized over a weighted-average period of approximately two years. There were 80,991 stock options granted during the six months ended June 30, 2014. | |
Awards of Restricted Stock, Performance Stock and Contract Stock | |
Performance stock, restricted stock and contract stock awards generally have requisite service periods of three years. Performance stock units are subject to graded vesting conditions and the Company expenses their fair value over the requisite service period. The Company expenses the fair value of restricted stock and contract stock awards on a straight-line basis over the vesting period or requisite service period, whichever is shorter. As of June 30, 2014, there were approximately $18.3 million of total unrecognized compensation costs related to these unvested awards. The Company expects to recognize these costs over a weighted-average period of approximately two years. The Company granted 253,642 restricted stock awards/stock units and 90,025 performance shares during the six months ended June 30, 2014. | |
During the three months ended June 30, 2014, the Company recorded an incremental stock compensation expense of $3.0 million in connection with the accelerated vesting of grants due to the amendment of an executive employment contract. The expense, which was comprised of both restricted shares and performance shares, was measured based on the difference between (i) the fair value of the awards on the date of modification and (ii) previously recognized compensation expense for such awards. The expense related to the acceleration of performance stock, included in the compensation expense amount above, was recorded in its entirety on the date of modification as the Company believes the performance obligation will be satisfied. | |
The Company has no formal policy related to the repurchase of shares for the purpose of satisfying stock-based compensation obligations. | |
The Company also maintains an Employee Stock Purchase Plan (the “ESPP”), which provides eligible employees with the opportunity to acquire shares of common stock at periodic intervals by means of accumulated payroll deductions. The ESPP is a non-compensatory plan based on its terms. |
TREASURY_STOCK
TREASURY STOCK | 6 Months Ended |
Jun. 30, 2014 | |
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | ' |
TREASURY STOCK | ' |
TREASURY STOCK | |
On October 23, 2012, the Company's Board of Directors authorized a repurchase of up to $75.0 million of its outstanding common stock through December 2014. The Company has not repurchased any of its outstanding shares of common stock during the six month periods ended June 30, 2014 and 2013. | |
As of June 30, 2014, there remained $75.0 million available for repurchases under this authorization. |
INCOME_TAXES
INCOME TAXES | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
INCOME TAXES | ' | |||||||||||
INCOME TAXES | ||||||||||||
The following table provides a summary of the Company’s effective tax rate: | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
(As adjusted)* | (As adjusted)* | |||||||||||
Reported tax rate | 32.9 | % | (165.3 | )% | 37 | % | 38.5 | % | ||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. | ||||||||||||
The Company’s effective income tax rates for the three months ended June 30, 2014 and 2013 were 32.9% and (165.3)%, respectively. For the three months ended June 30, 2014, discrete foreign income tax audit settlements of $0.3 million, and a change in state filing positions of $0.3 million primarily drove the tax rate. The overall rate for the three months ended June 30, 2013 was driven primarily by the impact of discrete items on an unusually low pre-tax income level. During the three months ended June 30, 2013; the Company recorded a benefit of $0.5 million relating to the granting of Irish research credits for 2011 and 2012 and a benefit of $0.8 million for the release of uncertain tax positions due to the expiration of the statute of limitation in certain state jurisdictions. | ||||||||||||
The Company's effective income tax rates for the six months ended June 30, 2014 and 2013 were 37.0% and 38.5%, respectively. For the six months ended June 30, 2014, the change in the income tax rate compared to the same period in 2013 primarily resulted from an expense of $0.4 million for a foreign income tax audit settlement, an expense of $0.3 million from a change in state filing positions, and an expense of $0.7 million relating to state income tax audit settlements. For the six months ended June 30, 2013; the Company recorded a benefit of $0.5 million relating to the granting of Irish research credits for 2011 and 2012, a benefit of $1.2 million for the release of uncertain tax positions due to the expiration of the statute of limitation in certain state jurisdictions, and a benefit of $0.9 million because of the extension of the Federal research credit, enacted through the American Taxpayer Relief Act. These benefits in 2013 were recorded against a book loss; accordingly, they had the effect of increasing the effective tax rate in that period. | ||||||||||||
The Company expects its effective income tax rate for the full year to be approximately 23% to 24%, resulting largely from the jurisdictional mix of pretax income in U.S.-based operations relative to foreign operations. The Company may revise this estimate in the future as additional information becomes available. |
NET_INCOME_PER_SHARE
NET INCOME PER SHARE | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
NET INCOME PER SHARE | ' | |||||||||||||||
NET INCOME (LOSS) PER SHARE | ||||||||||||||||
Basic and diluted net income (loss) per share was as follows: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
(As adjusted)* | (As adjusted)* | |||||||||||||||
Basic net income (loss) per share: | ||||||||||||||||
Net income (loss) | $ | 4,825 | $ | 1,520 | $ | 7,031 | $ | (4,508 | ) | |||||||
Weighted average common shares outstanding | 32,398 | 27,873 | 32,336 | 27,834 | ||||||||||||
Basic net income (loss) per common share | $ | 0.15 | $ | 0.05 | $ | 0.22 | $ | (0.16 | ) | |||||||
Diluted net income (loss) per share: | ||||||||||||||||
Net income (loss) | $ | 4,825 | $ | 1,520 | $ | 7,031 | $ | (4,508 | ) | |||||||
Weighted average common shares outstanding — Basic | 32,398 | 27,873 | 32,336 | 27,834 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Stock options and restricted stock | 406 | 245 | 460 | — | ||||||||||||
Weighted average common shares for diluted earnings per share | 32,804 | 28,118 | 32,796 | 27,834 | ||||||||||||
Diluted net income (loss) per common share | $ | 0.15 | $ | 0.05 | $ | 0.21 | $ | (0.16 | ) | |||||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. | ||||||||||||||||
At June 30, 2014 and 2013, the Company had 1.4 million and 1.7 million of outstanding stock options, respectively. The Company also has warrants outstanding relating to its 2016 Notes at June 30, 2014 and 2013 and the Company's 2016 Notes are convertible to common shares in certain circumstances (see Note 5). Stock options, restricted stock, warrants and the excess conversion value of the 2016 Notes are included in the diluted earnings per share calculation using the treasury stock method, unless the effect of including the such items would be anti-dilutive. | ||||||||||||||||
For the three months ended June 30, 2014 and 2013, 0.2 million, and 1.0 million, respectively, of anti-dilutive stock options were excluded from the diluted earnings per share calculation. For the six months ended June 30, 2014, 0.2 million of anti-dilutive stock options were excluded, and for the six months ended June 30, 2013, all stock options, and all restricted stock were excluded from the diluted earnings per share calculation using the treasury stock method because of their anti-dilutive effect. The effect of outstanding warrants were anti-dilutive because the strike price of the warrants exceeded the Company’s average stock price for the periods, and the potential excess conversion value of the 2016 Notes were anti-dilutive because the conversion price exceeded the Company's stock price; therefore, these amounts have been excluded from the diluted earnings per share calculation in all periods presented. |
COMPREHENSIVE_LOSS_INCOME
COMPREHENSIVE (LOSS) INCOME | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
COMPREHENSIVE (LOSS) INCOME | ' | ||||||||||||||||
COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||
Comprehensive income (loss) was as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
(As adjusted)* | (As adjusted)* | ||||||||||||||||
Net income (loss) | $ | 4,825 | $ | 1,520 | $ | 7,031 | $ | (4,508 | ) | ||||||||
Foreign currency translation adjustment | (234 | ) | 1,357 | 585 | (5,423 | ) | |||||||||||
Change in unrealized gain on derivatives, net of tax | 219 | 451 | 414 | 747 | |||||||||||||
Pension liability adjustment, net of tax | (58 | ) | 69 | (73 | ) | 69 | |||||||||||
Comprehensive income (loss) | $ | 4,752 | $ | 3,397 | $ | 7,957 | $ | (9,115 | ) | ||||||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. | |||||||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) by component between December 31, 2013 and June 30, 2014 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) | |||||||||||||||||
Beginning balance | $ | (1,390 | ) | $ | (2,287 | ) | $ | 4,604 | $ | 927 | |||||||
Other comprehensive income (loss) before reclassifications | (96 | ) | (73 | ) | 585 | 416 | |||||||||||
Amounts reclassified from accumulated other comprehensive income | 510 | — | — | 510 | |||||||||||||
Net current-period other comprehensive income (loss) | 414 | (73 | ) | 585 | 926 | ||||||||||||
Ending balance | $ | (976 | ) | $ | (2,360 | ) | $ | 5,189 | $ | 1,853 | |||||||
The reclassification adjustments out of Accumulated Other Comprehensive Income (Loss) during the three and six months ended June 30, 2014 were as follows: | |||||||||||||||||
Three Months Ended June 30, 2014 | |||||||||||||||||
Details about Accumulated Other Comprehensive Income (Loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Affected Line Item in the Statement where Net Income (Loss) is Presented | |||||||||||||||
(In thousands) | |||||||||||||||||
Gains and losses on cash flow hedges | |||||||||||||||||
Interest rate swap | $ | (444 | ) | Interest (expense) | |||||||||||||
191 | Tax (expense) or benefit | ||||||||||||||||
$ | (253 | ) | Net of tax | ||||||||||||||
Six Months Ended June 30, 2014 | |||||||||||||||||
Details about Accumulated Other Comprehensive Income (Loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Affected Line Item in the Statement where Net Income (Loss) is Presented | |||||||||||||||
(In thousands) | |||||||||||||||||
Gains and losses on cash flow hedges | |||||||||||||||||
Interest rate swap | $ | (895 | ) | Interest (expense) | |||||||||||||
385 | Tax (expense) or benefit | ||||||||||||||||
$ | (510 | ) | Net of tax |
SEGMENT_AND_GEOGRAPHIC_INFORMA
SEGMENT AND GEOGRAPHIC INFORMATION | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
SEGMENT AND GEOGRAPHIC INFORMATION | ' | ||||||||||||||||
SEGMENT AND GEOGRAPHIC INFORMATION | |||||||||||||||||
The Company internally manages and reports the results of its businesses to its chief operating decision maker through 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 and lighting products 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) Central/South America, Asia-Pacific and Canada. | ||||||||||||||||
The Corporate and other category includes: (i) various legal, finance, information systems, 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. | |||||||||||||||||
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 three and six months ended June 30, 2014 and 2013 are as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
(As adjusted)* | (As adjusted)* | ||||||||||||||||
Segment Net Sales | |||||||||||||||||
U.S. Neurosurgery | $ | 60,559 | $ | 41,767 | $ | 114,942 | $ | 80,763 | |||||||||
U.S. Instruments | 39,505 | 41,048 | 76,225 | 78,896 | |||||||||||||
U.S. Extremities | 34,424 | 32,009 | 66,337 | 61,971 | |||||||||||||
U.S. Spine and Other | 45,087 | 43,434 | 86,153 | 87,481 | |||||||||||||
International | 51,776 | 47,289 | 102,753 | 93,088 | |||||||||||||
Total revenues | $ | 231,351 | $ | 205,547 | $ | 446,410 | $ | 402,199 | |||||||||
Segment Profit | |||||||||||||||||
U.S. Neurosurgery | $ | 30,569 | $ | 19,786 | $ | 58,357 | $ | 36,690 | |||||||||
U.S. Instruments | 11,832 | 12,136 | 22,313 | 22,250 | |||||||||||||
U.S. Extremities | 14,171 | 11,943 | 25,924 | 21,495 | |||||||||||||
U.S. Spine and Other | 14,716 | 12,636 | 26,693 | 26,199 | |||||||||||||
International | 17,167 | 14,350 | 34,379 | 27,004 | |||||||||||||
Segment profit | 88,455 | 70,851 | 167,666 | 133,638 | |||||||||||||
Amortization | (2,985 | ) | -3,073 | -6,018 | -6,624 | ||||||||||||
Corporate and other | (73,078 | ) | (62,222 | ) | (140,518 | ) | (123,648 | ) | |||||||||
Operating income (loss) | $ | 12,392 | $ | 5,556 | $ | 21,130 | $ | 3,366 | |||||||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. | |||||||||||||||||
Certain 2013 segment revenues and the related impact on segment profit above have been reclassified in order to conform with the current year's presentation. | |||||||||||||||||
Revenue by major product category consisted of the following: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
Orthopedics | $ | 93,069 | $ | 90,377 | $ | 180,308 | $ | 179,737 | |||||||||
Neurosurgery | 93,258 | 68,459 | 177,628 | 131,644 | |||||||||||||
Instruments | 45,024 | 46,711 | 88,474 | 90,818 | |||||||||||||
Total Revenues | $ | 231,351 | $ | 205,547 | $ | 446,410 | $ | 402,199 | |||||||||
The Company attributes revenues to geographic areas based on the location of the customer. There are certain revenues managed by the various U.S. segments that are generated from non-U.S. customers and therefore are included in Europe and the Rest of World revenues below. Total revenue by major geographic area consisted of the following: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
United States | $ | 178,806 | $ | 157,166 | $ | 342,187 | $ | 307,185 | |||||||||
Europe | 25,851 | 23,776 | 51,176 | 47,393 | |||||||||||||
Rest of World | 26,694 | 24,605 | 53,047 | 47,621 | |||||||||||||
Total Revenues | $ | 231,351 | $ | 205,547 | $ | 446,410 | $ | 402,199 | |||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2014 | |
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 has been cooperating with the U.S. Attorney's Office on a voluntary basis and is not a subject or target of an investigation at this time. In cooperating with the U.S. Attorney’s Office, the Company has responded to multiple government requests for documents and information; and in the fall of 2013 it responded to what the government currently indicated is its final request. Representatives of the Company met with the Assistant United States Attorney in charge of the matter and an agent from the Federal Bureau of Investigation on April 11, 2014, to discuss the matter, the behavior of the sales representatives in question, and the disposition of the matter as to the Company. The Company awaits word from the U.S. Attorney’s Office as to the disposition of the matter as to the Company. | |
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. |
SUBSEQUENT_EVENT_Notes
SUBSEQUENT EVENT (Notes) | 6 Months Ended | |
Jun. 30, 2014 | ||
Subsequent Events [Abstract] | ' | |
Subsequent Events | ' | |
SUBSEQUENT EVENTS | ||
On July 2, 2014, the Company entered into an amendment and restatement of the Senior Credit Facility with a syndicate of lending banks, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent and HSBC Bank USA, National Association, Royal Bank of Canada, Citizens Bank, National Association, DNB Capital LLC, Credit Agricole-Corporate and Investment Bank and TD Bank, N.A., as Co-Documentation Agents (the “2014 Amendment”). | ||
The 2014 Amendment creates an aggregate principal amount of up to $900.0 million available to the Company through the following facilities: | ||
i. | a $750.0 million revolving credit facility (increased from $600.0 million), which includes a $60.0 million sublimit for the issuance of standby letters of credit and a $60.0 million sublimit for swingline loans, and | |
ii. | a $150.0 million term loan facility. | |
The 2014 Amendment allows the Company to further increase the size of either the revolving credit facility or the term loan facility, or a combination thereof, by an aggregate of $200.0 million with additional commitments. The 2014 Amendment extends the Senior Credit Facility's maturity date from June 8, 2016 to July 2, 2019. | ||
Borrowings under the 2014 Amendment bear interest, at the Company’s option, at a rate equal to: | ||
i. | the Eurodollar Rate (as defined in the amendment and restatement) in effect from time to time plus the applicable rate (ranging from 1.00% to 1.75%), or | |
ii. | the highest of: | |
1 | the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, or | |
2 | the prime lending rate of Bank of America, N.A., or | |
3 | the one-month Eurodollar Rate plus 1.00%. | |
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 $40.0 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. | ||
On July 2, 2014, the Company borrowed $422.0 million under the 2014 Amendment consisting of a $150.0 million term loan and $272.0 million under its revolving credit facility. As a result of this borrowing, the Company has $422.0 million of outstanding borrowings under its Senior Credit Facility on July 2, 2014. The Company used the funds to repay the balance of its prior outstanding senior secured revolving credit facility. The outstanding borrowings have one, two, three, six months, or, if available, twelve months interest periods. The weighted average interest rate of the outstanding borrowings is approximately 1.68%. |
BASIS_OF_PRESENTATION_Tables
BASIS OF PRESENTATION (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||||||||||||||
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | ' | |||||||||||||||||||||||
Condensed Consolidated Statements of Operations and Comprehensive Income: | ||||||||||||||||||||||||
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||||||||||||||||||
Originally | As | Originally | As | |||||||||||||||||||||
Reported | Adjustments | Adjusted | Reported | Adjustments | Adjusted | |||||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||||||
Cost of goods sold | $ | 83,068 | $ | (1,239 | ) | $ | 81,829 | $ | 163,336 | $ | (1,895 | ) | $ | 161,441 | ||||||||||
Selling, general and administrative | 99,619 | 3,661 | 103,280 | 199,780 | 6,463 | 206,243 | ||||||||||||||||||
Income tax expense (benefit) | (445 | ) | (502 | ) | (947 | ) | (2,150 | ) | (670 | ) | (2,820 | ) | ||||||||||||
Net income (loss) | 3,440 | (1,920 | ) | 1,520 | (610 | ) | (3,898 | ) | (4,508 | ) | ||||||||||||||
Basic net income (loss) per common share | $ | 0.12 | $ | 0.05 | $ | (0.02 | ) | $ | (0.16 | ) | ||||||||||||||
Diluted net income (loss) per common share | 0.12 | 0.05 | (0.02 | ) | (0.16 | ) | ||||||||||||||||||
Comprehensive income (loss) | $ | 5,317 | $ | (1,920 | ) | $ | 3,397 | $ | (5,217 | ) | $ | (3,898 | ) | $ | (9,115 | ) | ||||||||
Condensed Consolidated Balance Sheets: | ||||||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||
Originally | As | |||||||||||||||||||||||
Reported | Adjustments | Adjusted | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Inventories | $ | 213,431 | $ | (6,512 | ) | $ | 206,919 | |||||||||||||||||
Deferred tax assets - current | 46,300 | 2,316 | 48,616 | |||||||||||||||||||||
Prepaid expenses and other current assets | 26,752 | 106 | 26,858 | |||||||||||||||||||||
Retained earnings | 285,046 | (4,090 | ) | 280,956 | ||||||||||||||||||||
Condensed Consolidated Statements of Cash Flows: | ||||||||||||||||||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||||||||
Originally | As | |||||||||||||||||||||||
Reported | Adjustments | Adjusted | ||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Net income (loss) | $ | (610 | ) | $ | (3,898 | ) | $ | (4,508 | ) | |||||||||||||||
Inventories | (23,966 | ) | 4,568 | (19,398 | ) | |||||||||||||||||||
Prepaid and other current assets | (624 | ) | (670 | ) | (1,294 | ) |
BUSINESS_ACQUISITIONS_Tables
BUSINESS ACQUISITIONS (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Contingent Consideration | ' | |||||||
A reconciliation of the opening balances to the closing balances of these Level 3 measurements are as follows (in thousands): | ||||||||
Location in Statement of Operations | ||||||||
Balance as of January 1, 2014 | $ | 1,227 | ||||||
Contingent consideration from Confluent Surgical acquisition | 20,895 | |||||||
Loss/(gain) from increase/(decrease) in fair value of contingent consideration liabilities | (998 | ) | Selling, general and administrative | |||||
Fair value at June 30, 2014 | $ | 21,124 | ||||||
Confluent Surgical, Inc. | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Purchase Price Allocation | ' | |||||||
Preliminary | ||||||||
Purchase Price | ||||||||
Allocation | ||||||||
(Dollars in thousands) | ||||||||
Inventory deposit | $ | 4,000 | ||||||
Fixed assets | 438 | |||||||
Intangible assets: | Wtd. Avg. Life | |||||||
Technology product rights | 239,800 | 20 years | ||||||
Other | 400 | Less than 1 year | ||||||
Deferred tax assets - long term | 12 | |||||||
Goodwill | 105,331 | |||||||
Total assets acquired | 349,981 | |||||||
Contingent supply liability | 5,891 | |||||||
Other | 731 | |||||||
Deferred tax liabilities - long term | 87,464 | |||||||
Net assets acquired | $ | 255,895 | ||||||
Pro Forma Information | ' | |||||||
Three Months Ended June 30, 2013 | Six Months Ended June 30, 2013 | |||||||
(In thousands) | ||||||||
Total revenue | $ | 221,946 | $ | 434,997 | ||||
Net income (loss) | $ | 3,438 | $ | (2,032 | ) | |||
INVENTORIES_Tables
INVENTORIES (Tables) | 6 Months Ended | |||||||
Jun. 30, 2014 | ||||||||
Inventory, Net [Abstract] | ' | |||||||
Schedule Of Inventory, Net | ' | |||||||
Inventories, net consisted of the following: | ||||||||
June 30, 2014 | December 31, 2013 | |||||||
(In thousands) | ||||||||
(As adjusted)* | ||||||||
Finished goods | $ | 139,427 | $ | 123,786 | ||||
Work in process | 48,221 | 47,403 | ||||||
Raw materials | 35,984 | 35,730 | ||||||
$ | 223,632 | $ | 206,919 | |||||
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 6 Months Ended | |||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||
Schedule Of Changes In Carrying Amount Of Goodwill | ' | |||||||||||||||||||||||
Changes in the carrying amount of goodwill for the six months ended June 30, 2014 were as follows: | ||||||||||||||||||||||||
U.S. | U.S. | U.S. | U.S. | International | Total | |||||||||||||||||||
Neurosurgery | Instruments | Extremities | Spine | |||||||||||||||||||||
and | ||||||||||||||||||||||||
Other | ||||||||||||||||||||||||
(In thousands) | ||||||||||||||||||||||||
Goodwill, gross | $ | 95,165 | $ | 58,033 | $ | 61,079 | $ | 56,325 | $ | 25,900 | $ | 296,502 | ||||||||||||
Accumulated impairment losses | — | — | — | (46,738 | ) | — | (46,738 | ) | ||||||||||||||||
Goodwill at December 31, 2013 | 95,165 | 58,033 | 61,079 | 9,587 | 25,900 | 249,764 | ||||||||||||||||||
Confluent Surgical acquisition | 95,373 | — | — | — | 9,958 | 105,331 | ||||||||||||||||||
Foreign currency translation | (63 | ) | (19 | ) | (20 | ) | (3 | ) | (13 | ) | (118 | ) | ||||||||||||
Goodwill at June 30, 2014 | $ | 190,475 | $ | 58,014 | $ | 61,059 | $ | 9,584 | $ | 35,845 | $ | 354,977 | ||||||||||||
Components Of Company's Identifiable Intangible Assets | ' | |||||||||||||||||||||||
The components of the Company’s identifiable intangible assets were as follows: | ||||||||||||||||||||||||
30-Jun-14 | ||||||||||||||||||||||||
Weighted | Cost | Accumulated | Net | |||||||||||||||||||||
Average | Amortization | |||||||||||||||||||||||
Life | ||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Completed technology | 18 years | $ | 320,833 | $ | (54,339 | ) | $ | 266,494 | ||||||||||||||||
Customer relationships | 12 years | 146,988 | (84,400 | ) | 62,588 | |||||||||||||||||||
Trademarks/brand names | 31 years | 33,686 | (15,973 | ) | 17,713 | |||||||||||||||||||
Trademarks/brand names | Indefinite | 48,484 | — | 48,484 | ||||||||||||||||||||
Supplier relationships | 27 years | 34,721 | (10,049 | ) | 24,672 | |||||||||||||||||||
All other (1) | 4 years | 4,620 | (2,562 | ) | 2,058 | |||||||||||||||||||
$ | 589,332 | $ | (167,323 | ) | $ | 422,009 | ||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||||||
Weighted | Cost | Accumulated | Net | |||||||||||||||||||||
Average | Amortization | |||||||||||||||||||||||
Life | ||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Completed technology | 12 years | $ | 81,238 | $ | (45,343 | ) | $ | 35,895 | ||||||||||||||||
Customer relationships | 12 years | 146,627 | (79,624 | ) | 67,003 | |||||||||||||||||||
Trademarks/brand names | 31 years | 33,703 | (15,648 | ) | 18,055 | |||||||||||||||||||
Trademarks/brand names | Indefinite | 48,484 | — | 48,484 | ||||||||||||||||||||
Supplier relationships | 27 years | 34,721 | (9,305 | ) | 25,416 | |||||||||||||||||||
All other (1) | 5 years | 4,251 | (1,941 | ) | 2,310 | |||||||||||||||||||
$ | 349,024 | $ | (151,861 | ) | $ | 197,163 | ||||||||||||||||||
(1) | At June 30, 2014 and December 31, 2013, all other included in-process research and development ("IPR&D") of $1.4 million in both periods, which was indefinite-lived. |
DEBT_Tables
DEBT (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Debt Disclosure [Abstract] | ' | |||||||||||||||
Components Of Interest Expense | ' | |||||||||||||||
The interest expense components of the Company’s convertible notes are as follows (net of capitalized interest amounts): | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands) | ||||||||||||||||
2016 Notes: | ||||||||||||||||
Amortization of the discount on the liability component | $ | 1,766 | $ | 1,622 | $ | 3,433 | $ | 3,232 | ||||||||
Cash interest related to the contractual interest coupon | 837 | 813 | 1,639 | 1,631 | ||||||||||||
Total | $ | 2,603 | $ | 2,435 | $ | 5,072 | $ | 4,863 | ||||||||
DERIVATIVE_INSTRUMENTS_Tables
DERIVATIVE INSTRUMENTS (Tables) | 6 Months Ended | |||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||
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 and presentation for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013: | ||||||||||||||||||
Fair Value as of | ||||||||||||||||||
Location on Balance Sheet (1): | June 30, 2014 | December 31, 2013 | ||||||||||||||||
(In thousands) | ||||||||||||||||||
Derivatives designated as hedges — Liabilities: | ||||||||||||||||||
Interest rate swap — Accrued expenses and other current liabilities (2) | $ | 1,582 | $ | 1,676 | ||||||||||||||
Interest rate swap — Other liabilities (2) | 131 | 763 | ||||||||||||||||
Total Derivatives designated as hedges — Liabilities | $ | 1,713 | $ | 2,439 | ||||||||||||||
(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 June 30, 2014 and December 31, 2013, the notional amount related to the Company’s sole interest rate swap was $105.0 million and $112.5 million, respectively. In the next twelve 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 condensed consolidated statements of operations during the three and six months ended June 30, 2014 and 2013: | ||||||||||||||||||
Balance in AOCI | Amount of | Amount of Gain (Loss) | Balance in AOCI | Location in | ||||||||||||||
Beginning of | Gain (Loss) | Reclassified from | End of Quarter | Statements of | ||||||||||||||
Quarter | Recognized in | AOCI into | Operations | |||||||||||||||
AOCI- | Earnings-Effective | |||||||||||||||||
Effective Portion | Portion | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Three Months Ended June 30, 2014 | ||||||||||||||||||
Interest rate swap | $ | (2,097 | ) | $ | (60 | ) | $ | (444 | ) | $ | (1,713 | ) | Interest (expense) | |||||
Three Months Ended June 30, 2013 | ||||||||||||||||||
Forward currency forward contracts | $ | — | $ | 162 | $ | — | $ | 162 | Cost of goods sold | |||||||||
Interest rate swap | (3,644 | ) | 108 | (506 | ) | (3,030 | ) | Interest (expense) | ||||||||||
$ | (3,644 | ) | $ | 270 | $ | (506 | ) | $ | (2,868 | ) | ||||||||
Balance in AOCI | Amount of | Amount of Gain (Loss) | Balance in AOCI | Location in | ||||||||||||||
Beginning of | Gain (Loss) | Reclassified from | End of Quarter | Statements of | ||||||||||||||
Year | Recognized in | AOCI into | Operations | |||||||||||||||
AOCI- | Earnings-Effective | |||||||||||||||||
Effective Portion | Portion | |||||||||||||||||
(In thousands) | ||||||||||||||||||
Six Months Ended June 30, 2014 | ||||||||||||||||||
Interest rate swap | (2,439 | ) | (169 | ) | (895 | ) | (1,713 | ) | Interest (expense) | |||||||||
Six Months Ended June 30, 2013 | ||||||||||||||||||
Forward currency forward contracts | (34 | ) | 162 | (34 | ) | $ | 162 | Cost of goods sold | ||||||||||
Interest rate swap | (4,125 | ) | 99 | (996 | ) | (3,030 | ) | Interest (expense) | ||||||||||
$ | (4,159 | ) | $ | 261 | $ | (1,030 | ) | $ | (2,868 | ) | ||||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 6 Months Ended | |||||||||||
Jun. 30, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | |||||||||||
The following table provides a summary of the Company’s effective tax rate: | ||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
(As adjusted)* | (As adjusted)* | |||||||||||
Reported tax rate | 32.9 | % | (165.3 | )% | 37 | % | 38.5 | % | ||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
NET_INCOME_PER_SHARE_Tables
NET INCOME PER SHARE (Tables) | 6 Months Ended | |||||||||||||||
Jun. 30, 2014 | ||||||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||||||
Basic And Diluted Net Income Per Share | ' | |||||||||||||||
Basic and diluted net income (loss) per share was as follows: | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||
(As adjusted)* | (As adjusted)* | |||||||||||||||
Basic net income (loss) per share: | ||||||||||||||||
Net income (loss) | $ | 4,825 | $ | 1,520 | $ | 7,031 | $ | (4,508 | ) | |||||||
Weighted average common shares outstanding | 32,398 | 27,873 | 32,336 | 27,834 | ||||||||||||
Basic net income (loss) per common share | $ | 0.15 | $ | 0.05 | $ | 0.22 | $ | (0.16 | ) | |||||||
Diluted net income (loss) per share: | ||||||||||||||||
Net income (loss) | $ | 4,825 | $ | 1,520 | $ | 7,031 | $ | (4,508 | ) | |||||||
Weighted average common shares outstanding — Basic | 32,398 | 27,873 | 32,336 | 27,834 | ||||||||||||
Effect of dilutive securities: | ||||||||||||||||
Stock options and restricted stock | 406 | 245 | 460 | — | ||||||||||||
Weighted average common shares for diluted earnings per share | 32,804 | 28,118 | 32,796 | 27,834 | ||||||||||||
Diluted net income (loss) per common share | $ | 0.15 | $ | 0.05 | $ | 0.21 | $ | (0.16 | ) | |||||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
COMPREHENSIVE_LOSS_INCOME_Tabl
COMPREHENSIVE (LOSS) INCOME (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||
Schedule of Comprehensive (Loss) Income | ' | ||||||||||||||||
Comprehensive income (loss) was as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
(As adjusted)* | (As adjusted)* | ||||||||||||||||
Net income (loss) | $ | 4,825 | $ | 1,520 | $ | 7,031 | $ | (4,508 | ) | ||||||||
Foreign currency translation adjustment | (234 | ) | 1,357 | 585 | (5,423 | ) | |||||||||||
Change in unrealized gain on derivatives, net of tax | 219 | 451 | 414 | 747 | |||||||||||||
Pension liability adjustment, net of tax | (58 | ) | 69 | (73 | ) | 69 | |||||||||||
Comprehensive income (loss) | $ | 4,752 | $ | 3,397 | $ | 7,957 | $ | (9,115 | ) | ||||||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. | |||||||||||||||||
Schedule of Changes in Accumulated Other Comprehensive Income by Component | ' | ||||||||||||||||
Changes in Accumulated Other Comprehensive Income (Loss) by component between December 31, 2013 and June 30, 2014 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) | |||||||||||||||||
Beginning balance | $ | (1,390 | ) | $ | (2,287 | ) | $ | 4,604 | $ | 927 | |||||||
Other comprehensive income (loss) before reclassifications | (96 | ) | (73 | ) | 585 | 416 | |||||||||||
Amounts reclassified from accumulated other comprehensive income | 510 | — | — | 510 | |||||||||||||
Net current-period other comprehensive income (loss) | 414 | (73 | ) | 585 | 926 | ||||||||||||
Ending balance | $ | (976 | ) | $ | (2,360 | ) | $ | 5,189 | $ | 1,853 | |||||||
Reclassification out of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||
The reclassification adjustments out of Accumulated Other Comprehensive Income (Loss) during the three and six months ended June 30, 2014 were as follows: | |||||||||||||||||
Three Months Ended June 30, 2014 | |||||||||||||||||
Details about Accumulated Other Comprehensive Income (Loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Affected Line Item in the Statement where Net Income (Loss) is Presented | |||||||||||||||
(In thousands) | |||||||||||||||||
Gains and losses on cash flow hedges | |||||||||||||||||
Interest rate swap | $ | (444 | ) | Interest (expense) | |||||||||||||
191 | Tax (expense) or benefit | ||||||||||||||||
$ | (253 | ) | Net of tax | ||||||||||||||
Six Months Ended June 30, 2014 | |||||||||||||||||
Details about Accumulated Other Comprehensive Income (Loss) Components | Amount Reclassified from Accumulated Other Comprehensive Income (Loss) | Affected Line Item in the Statement where Net Income (Loss) is Presented | |||||||||||||||
(In thousands) | |||||||||||||||||
Gains and losses on cash flow hedges | |||||||||||||||||
Interest rate swap | $ | (895 | ) | Interest (expense) | |||||||||||||
385 | Tax (expense) or benefit | ||||||||||||||||
$ | (510 | ) | Net of tax |
SEGMENT_AND_GEOGRAPHIC_INFORMA1
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Total Revenue By Major Geographic Area | ' | ||||||||||||||||
Net sales and profit by reportable segment for the three and six months ended June 30, 2014 and 2013 are as follows: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
(As adjusted)* | (As adjusted)* | ||||||||||||||||
Segment Net Sales | |||||||||||||||||
U.S. Neurosurgery | $ | 60,559 | $ | 41,767 | $ | 114,942 | $ | 80,763 | |||||||||
U.S. Instruments | 39,505 | 41,048 | 76,225 | 78,896 | |||||||||||||
U.S. Extremities | 34,424 | 32,009 | 66,337 | 61,971 | |||||||||||||
U.S. Spine and Other | 45,087 | 43,434 | 86,153 | 87,481 | |||||||||||||
International | 51,776 | 47,289 | 102,753 | 93,088 | |||||||||||||
Total revenues | $ | 231,351 | $ | 205,547 | $ | 446,410 | $ | 402,199 | |||||||||
Segment Profit | |||||||||||||||||
U.S. Neurosurgery | $ | 30,569 | $ | 19,786 | $ | 58,357 | $ | 36,690 | |||||||||
U.S. Instruments | 11,832 | 12,136 | 22,313 | 22,250 | |||||||||||||
U.S. Extremities | 14,171 | 11,943 | 25,924 | 21,495 | |||||||||||||
U.S. Spine and Other | 14,716 | 12,636 | 26,693 | 26,199 | |||||||||||||
International | 17,167 | 14,350 | 34,379 | 27,004 | |||||||||||||
Segment profit | 88,455 | 70,851 | 167,666 | 133,638 | |||||||||||||
Amortization | (2,985 | ) | -3,073 | -6,018 | -6,624 | ||||||||||||
Corporate and other | (73,078 | ) | (62,222 | ) | (140,518 | ) | (123,648 | ) | |||||||||
Operating income (loss) | $ | 12,392 | $ | 5,556 | $ | 21,130 | $ | 3,366 | |||||||||
* See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. | |||||||||||||||||
Certain 2013 segment revenues and the related impact on segment profit above have been reclassified in order to conform with the current year's presentation. | |||||||||||||||||
Revenue by major product category consisted of the following: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
Orthopedics | $ | 93,069 | $ | 90,377 | $ | 180,308 | $ | 179,737 | |||||||||
Neurosurgery | 93,258 | 68,459 | 177,628 | 131,644 | |||||||||||||
Instruments | 45,024 | 46,711 | 88,474 | 90,818 | |||||||||||||
Total Revenues | $ | 231,351 | $ | 205,547 | $ | 446,410 | $ | 402,199 | |||||||||
The Company attributes revenues to geographic areas based on the location of the customer. There are certain revenues managed by the various U.S. segments that are generated from non-U.S. customers and therefore are included in Europe and the Rest of World revenues below. Total revenue by major geographic area consisted of the following: | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | |||||||||||||||||
United States | $ | 178,806 | $ | 157,166 | $ | 342,187 | $ | 307,185 | |||||||||
Europe | 25,851 | 23,776 | 51,176 | 47,393 | |||||||||||||
Rest of World | 26,694 | 24,605 | 53,047 | 47,621 | |||||||||||||
Total Revenues | $ | 231,351 | $ | 205,547 | $ | 446,410 | $ | 402,199 | |||||||||
BASIS_OF_PRESENTATION_Schedule
BASIS OF PRESENTATION - Schedule of New Accounting Pronouncements and Changes in Accounting Principles (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ' | ' | ' | ' | ' | |||
Cost of goods sold | $86,976 | $81,829 | [1] | $169,359 | $161,441 | [1] | ' | |
Selling, general and administrative | 115,253 | 103,280 | [1] | 223,591 | 206,243 | [1] | ' | |
Income tax expense (benefit) | 2,361 | -947 | [1] | 4,130 | -2,820 | [1] | ' | |
Net income (loss) | 4,825 | 1,520 | [1] | 7,031 | -4,508 | [1] | ' | |
Earnings Per Share, Basic | $0.15 | $0.05 | [1] | $0.22 | ($0.16) | [1] | ' | |
Earnings Per Share, Diluted | $0.15 | $0.05 | [1] | $0.21 | ($0.16) | [1] | ' | |
Comprehensive income (loss) (See Note 11) | 4,752 | 3,397 | [1] | 7,957 | -9,115 | [1] | ' | |
Inventories, net | 223,632 | ' | 223,632 | ' | 206,919 | [1] | ||
Deferred tax assets | 48,349 | ' | 48,349 | ' | 48,616 | [1] | ||
Prepaid expenses and other current assets | 36,758 | ' | 36,758 | ' | 26,858 | [1] | ||
Retained earnings | 287,987 | ' | 287,987 | ' | 280,956 | [1] | ||
Increase (Decrease) in Inventories | ' | ' | -17,367 | -19,398 | [1] | ' | ||
Increase (Decrease) in Prepaid Expense and Other Assets | ' | ' | -2,832 | -1,294 | [1] | ' | ||
Scenario, Previously Reported [Member] | ' | ' | ' | ' | ' | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ' | ' | ' | ' | ' | |||
Cost of goods sold | ' | 83,068 | ' | 163,336 | ' | |||
Selling, general and administrative | ' | 99,619 | ' | 199,780 | ' | |||
Income tax expense (benefit) | ' | -445 | ' | -2,150 | ' | |||
Net income (loss) | ' | 3,440 | ' | -610 | ' | |||
Earnings Per Share, Basic | ' | $0.12 | ' | ($0.02) | ' | |||
Earnings Per Share, Diluted | ' | $0.12 | ' | ($0.02) | ' | |||
Comprehensive income (loss) (See Note 11) | ' | 5,317 | ' | -5,217 | ' | |||
Inventories, net | ' | ' | ' | ' | 213,431 | |||
Deferred tax assets | ' | ' | ' | ' | 46,300 | |||
Prepaid expenses and other current assets | ' | ' | ' | ' | 26,752 | |||
Retained earnings | ' | ' | ' | ' | 285,046 | |||
Increase (Decrease) in Inventories | ' | ' | ' | -23,966 | ' | |||
Increase (Decrease) in Prepaid Expense and Other Assets | ' | ' | ' | -624 | ' | |||
Restatement Adjustment [Member] | ' | ' | ' | ' | ' | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ' | ' | ' | ' | ' | |||
Cost of goods sold | ' | -1,239 | ' | -1,895 | ' | |||
Selling, general and administrative | ' | 3,661 | ' | 6,463 | ' | |||
Income tax expense (benefit) | ' | -502 | ' | -670 | ' | |||
Net income (loss) | ' | -1,920 | ' | -3,898 | ' | |||
Comprehensive income (loss) (See Note 11) | ' | -1,920 | ' | -3,898 | ' | |||
Inventories, net | ' | ' | ' | ' | -6,512 | |||
Deferred tax assets | ' | ' | ' | ' | 2,316 | |||
Prepaid expenses and other current assets | ' | ' | ' | ' | 106 | |||
Retained earnings | ' | ' | ' | ' | -4,090 | |||
Increase (Decrease) in Inventories | ' | ' | ' | 4,568 | ' | |||
Increase (Decrease) in Prepaid Expense and Other Assets | ' | ' | ' | ($670) | ' | |||
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
BUSINESS_ACQUISITIONS_Narrativ
BUSINESS ACQUISITIONS - Narrative (Details) (USD $) | 6 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jan. 15, 2014 | Jun. 30, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jun. 30, 2014 | ||
Confluent Surgical, Inc. | Confluent Surgical, Inc. | Confluent Surgical, Inc. | Confluent Surgical, Inc. | Deferred Tax Liability [Member] | ||||
Cash Consideration One | Cash Consideration Two | Confluent Surgical, Inc. | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | |
Business combination, consideration transferred | ' | ' | $255,895,000 | ' | ' | ' | ' | |
Payments to Acquire Businesses, Payment for Business Interest | ' | ' | 231,000,000 | ' | ' | ' | ' | |
Payments to Acquire Businesses, Payments for Transitional Supply Agreement | ' | ' | 4,000,000 | ' | ' | ' | ' | |
Contingent consideration from Confluent Surgical acquisition | ' | ' | 20,900,000 | ' | ' | ' | ' | |
Business acquisition, additional cash consideration payable upon completion of milestones | ' | ' | 30,000,000 | ' | 25,000,000 | 5,000,000 | ' | |
Goodwill, Purchase Accounting Adjustments | ' | ' | ' | ' | ' | ' | 12,386,000 | |
Impairment of intangible assets | 600,000 | 0 | [1] | ' | 600,000 | ' | ' | ' |
Fair value inputs, discount rate | ' | ' | 2.20% | ' | ' | ' | ' | |
Fair Value Input, Probability of Event | ' | ' | 95.00% | ' | ' | ' | ' | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Incremental Increase in Liability | ' | ' | 300,000 | ' | ' | ' | ' | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Incremental Decrease in Liability | ' | ' | $400,000 | ' | ' | ' | ' | |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
BUSINESS_ACQUISITIONS_Schedule
BUSINESS ACQUISITIONS - Schedule of Purchase Price Allocation (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jan. 15, 2014 | Jun. 30, 2014 | Jan. 15, 2014 | Jan. 15, 2014 | Jun. 30, 2014 | |
In Thousands, unless otherwise specified | Confluent Surgical, Inc. | Confluent Surgical, Inc. | Confluent Surgical, Inc. | Confluent Surgical, Inc. | Confluent Surgical, Inc. | |||
Developed Technology Rights | Developed Technology Rights | Other Intangible Assets | Other Intangible Assets | |||||
Maximum | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | |
Inventory deposit | ' | ' | $4,000 | ' | ' | ' | ' | |
Fixed assets | ' | ' | 438 | ' | ' | ' | ' | |
Finite Intangible Assets | ' | ' | ' | ' | 239,800 | 400 | ' | |
Deferred tax assets - long term | ' | ' | 12 | ' | ' | ' | ' | |
Goodwill | 354,977 | 249,764 | [1] | 105,331 | ' | ' | ' | ' |
Total assets acquired | ' | ' | 349,981 | ' | ' | ' | ' | |
Contingent supply liability | ' | ' | 5,891 | ' | ' | ' | ' | |
Other | ' | ' | 731 | ' | ' | ' | ' | |
Deferred tax liabilities - long term | ' | ' | 87,464 | ' | ' | ' | ' | |
Net assets acquired | ' | ' | $255,895 | ' | ' | ' | ' | |
Weighted average useful life | ' | ' | ' | '20 years | ' | ' | '1 year | |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
BUSINESS_ACQUISITIONS_Schedule1
BUSINESS ACQUISITIONS - Schedule of Contingent Consideration (Details) (USD $) | 6 Months Ended | 6 Months Ended | |||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jan. 15, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | |
Level 3 | Level 3 | Level 3 | Level 3 | ||||
Cash Consideration One | Cash Consideration One | Cash Consideration One | Selling, General and Administrative Expenses | ||||
Cash Consideration One | |||||||
Business Acquisition, Contingent Consideration [Roll Forward] | ' | ' | ' | ' | ' | ' | |
Balance as of January 1, 2014 | ' | ' | $21,124 | ' | $1,227 | ' | |
Contingent consideration from Confluent Surgical acquisition | ' | ' | ' | 20,895 | ' | ' | |
Loss/(gain) from increase/(decrease) in fair value of contingent consideration liabilities | -998 | 0 | [1] | ' | ' | ' | -998 |
Fair value at June 30, 2014 | ' | ' | $21,124 | ' | $1,227 | ' | |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
BUSINESS_ACQUISITIONS_Pro_Form
BUSINESS ACQUISITIONS - Pro Forma Information (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ||
Total revenue, net | $231,351 | $205,547 | [1] | $446,410 | $402,199 | [1] |
Net income (loss) | 4,825 | 1,520 | [1] | 7,031 | -4,508 | [1] |
Confluent Surgical, Inc. | ' | ' | ' | ' | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ||
Total revenue, net | ' | 221,946 | ' | 434,997 | ||
Net income (loss) | ' | $3,438 | ' | ($2,032) | ||
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
INVENTORIES_Inventory_Net_Deta
INVENTORIES (Inventory, Net) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Inventory, Net [Abstract] | ' | ' | |
Finished goods | $139,427 | $123,786 | |
Work-in process | 48,221 | 47,403 | |
Raw materials | 35,984 | 35,730 | |
Inventories, net | $223,632 | $206,919 | [1] |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
GOODWILL_AND_OTHER_INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) (USD $) | 6 Months Ended | 3 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | ||
Confluent Surgical, Inc. | U.S. Spine And Other | ||||
Goodwill [Line Items] | ' | ' | ' | ' | |
Goodwill impairment loss | ' | ' | ' | $46,700,000 | |
Impairment of intangible assets | 600,000 | 0 | [1] | 600,000 | ' |
Annual amortization expense expected to approximate in 2014 | 31,100,000 | ' | ' | ' | |
Annual amortization expense expected to approximate in 2015 | 28,800,000 | ' | ' | ' | |
Annual amortization expense expected to approximate in 2016 | 26,600,000 | ' | ' | ' | |
Annual amortization expense expected to approximate in 2017 | 24,500,000 | ' | ' | ' | |
Annual amortization expense expected to approximate in 2018 | $24,100,000 | ' | ' | ' | |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
GOODWILL_AND_OTHER_INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Details) (USD $) | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 | |
Goodwill [Line Items] | ' | ' | |
Goodwill, gross | ' | $296,502 | |
Accumulated impairment losses | ' | -46,738 | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill at December 31, 2013 | 249,764 | [1] | ' |
Goodwill acquired during period | 105,331 | ' | |
Foreign currency translation | -118 | ' | |
Goodwill at June 30, 2014 | 354,977 | ' | |
U.S. Neurosurgery | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Goodwill, gross | ' | 95,165 | |
Accumulated impairment losses | ' | 0 | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill at December 31, 2013 | 95,165 | ' | |
Goodwill acquired during period | 95,373 | ' | |
Foreign currency translation | -63 | ' | |
Goodwill at June 30, 2014 | 190,475 | ' | |
U.S. Instruments | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Goodwill, gross | ' | 58,033 | |
Accumulated impairment losses | ' | 0 | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill at December 31, 2013 | 58,033 | ' | |
Goodwill acquired during period | 0 | ' | |
Foreign currency translation | -19 | ' | |
Goodwill at June 30, 2014 | 58,014 | ' | |
U.S. Extremities | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Goodwill, gross | ' | 61,079 | |
Accumulated impairment losses | ' | 0 | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill at December 31, 2013 | 61,079 | ' | |
Goodwill acquired during period | 0 | ' | |
Foreign currency translation | -20 | ' | |
Goodwill at June 30, 2014 | 61,059 | ' | |
U.S. Spine And Other | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Goodwill, gross | ' | 56,325 | |
Accumulated impairment losses | ' | -46,738 | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill at December 31, 2013 | 9,587 | ' | |
Goodwill acquired during period | 0 | ' | |
Foreign currency translation | -3 | ' | |
Goodwill at June 30, 2014 | 9,584 | ' | |
International | ' | ' | |
Goodwill [Line Items] | ' | ' | |
Goodwill, gross | ' | 25,900 | |
Accumulated impairment losses | ' | 0 | |
Goodwill [Roll Forward] | ' | ' | |
Goodwill at December 31, 2013 | 25,900 | ' | |
Goodwill acquired during period | 9,958 | ' | |
Foreign currency translation | -13 | ' | |
Goodwill at June 30, 2014 | $35,845 | ' | |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
GOODWILL_AND_OTHER_INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Components of Company's Identifiable Intangible Assets (Details) (USD $) | 6 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | $589,332 | $349,024 | ||
Accumulated Amortization | -167,323 | -151,861 | ||
Net | 422,009 | 197,163 | ||
Completed technology | ' | ' | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life | '18 years | '12 years | ||
Cost | 320,833 | 81,238 | ||
Accumulated Amortization | -54,339 | -45,343 | ||
Net | 266,494 | 35,895 | ||
Customer relationships | ' | ' | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life | '12 years | '12 years | ||
Cost | 146,988 | 146,627 | ||
Accumulated Amortization | -84,400 | -79,624 | ||
Net | 62,588 | 67,003 | ||
Trademarks/brand names | ' | ' | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life | '31 years | '31 years | ||
Cost | 33,686 | 33,703 | ||
Accumulated Amortization | -15,973 | -15,648 | ||
Net | 17,713 | 18,055 | ||
Trademarks/brand names indefinite | ' | ' | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Cost | 48,484 | 48,484 | ||
Accumulated Amortization | 0 | 0 | ||
Net | 48,484 | 48,484 | ||
Supplier relationships | ' | ' | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life | '27 years | '27 years | ||
Cost | 34,721 | 34,721 | ||
Accumulated Amortization | -10,049 | -9,305 | ||
Net | 24,672 | 25,416 | ||
All other | ' | ' | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Weighted Average Life | '4 years | [1] | '5 years | [1] |
Cost | 4,620 | [1] | 4,251 | [1] |
Accumulated Amortization | -2,562 | [1] | -1,941 | [1] |
Net | 2,058 | [1] | 2,310 | [1] |
In Process Research and Development [Member] | ' | ' | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Other Indefinite-lived Intangible Assets | $1,419 | $1,419 | ||
[1] | At June 30, 2014 and December 31, 2013, all other included in-process research and development ("IPR&D") of $1.4 million in both periods, which was indefinite-lived. |
DEBT_Narrative_Detail
DEBT - Narrative (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 21, 2013 | Jun. 21, 2013 | Jun. 21, 2013 | Jun. 30, 2014 | Jun. 21, 2013 | Jun. 30, 2014 | Jun. 21, 2013 | Jun. 08, 2011 | Jun. 08, 2011 | Jun. 08, 2011 | Jun. 08, 2011 | 11-May-12 | Jun. 21, 2013 | Jun. 21, 2013 | Jun. 21, 2013 | Jun. 15, 2011 | Jun. 30, 2014 | Dec. 31, 2013 | |
Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | Revolving Credit Facility | 2016 Convertible Senior Notes | 2016 Convertible Senior Notes | 2016 Convertible Senior Notes | ||||
Option (ii), (x) | Option (ii), (z) | Minimum | Minimum | Maximum | Maximum | August 2010 Amendment | June 2011 Amendment | June 2011 Amendment | June 2011 Amendment | May 2012 Amendment | June 2013 Amendment | June 2013 Amendment | June 2013 Amendment | ||||||||||
Option (i) | Option (i) | Minimum | Maximum | Maximum | Maximum | Leverage Ratio after March 31, 2015 | Maximum Levarage Ratio July 01, 2014 through March 31.2015 | ||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Senior credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $450,000,000 | $600,000,000 | ' | ' | ' | ' | ' | ' | ' | |
Reallocated term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Additional commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Line of credit facility, expiration date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10-Aug-15 | 8-Jun-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.75 | 4.25 | 3.75 | 4 | ' | ' | ' | |
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 | ' | ' | 421,900,000 | 186,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Weighted average interest rate on debt | ' | ' | 1.70% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Available borrowings under senior secured revolving credit facility | ' | ' | 178,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Fair value of outstanding borrowings | ' | ' | 421,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 246,000,000 | ' | |
Principal amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230,000,000 | 230,000,000 | 230,000,000 | |
Interest rate on debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.63% | ' | ' | |
Portion of the debt proceeds that was classified as equity at the time of the offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 43,200,000 | ' | ' | |
Effective interest rate implicit in the liability component | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.60% | ' | ' | |
Carrying amount of liability | 209,096,000 | 205,182,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 209,100,000 | 205,200,000 |
Unamortized discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,900,000 | 24,800,000 | |
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 | ' | ' | |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
DEBT_Components_of_Interest_Ex
DEBT - Components of Interest Expense (Detail) (2016 Convertible Senior Notes, USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
2016 Convertible Senior Notes | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Amortization of the discount on the liability component | $1,766 | $1,622 | $3,433 | $3,232 |
Cash interest related to the contractual interest coupon | 837 | 813 | 1,639 | 1,631 |
Total | $2,603 | $2,435 | $5,072 | $4,863 |
DERIVATIVE_INSTRUMENTS_Narrati
DERIVATIVE INSTRUMENTS - Narrative (Detail) (USD $) | 6 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Derivative [Line Items] | ' |
Interest rate swap expiration date | 'August 10, 2015 |
Interest Rate Swap [member] | ' |
Derivative [Line Items] | ' |
Pretax losses expected to be reclassified from AOCI in next 12 months | 1.6 |
DERIVATIVE_INSTRUMENTS_Summary
DERIVATIVE INSTRUMENTS - Summary of Fair Value in Balance Sheet for Derivatives Designated Hedging Instruments (Detail) (USD $) | 6 Months Ended | |||
Jun. 30, 2014 | Dec. 31, 2013 | |||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ||
Fair value of derivative liabilities | $1,713,000 | [1] | $2,439,000 | [1] |
Interest Rate Swap [member] | ' | ' | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ||
Notional amount derivative instruments | 105,000,000 | 112,500,000 | ||
Reduction In Notional Amount Of Interest Rate Derivatives In Next Twelve Months | 15,000,000 | ' | ||
Interest Rate Swap [member] | Accrued expenses and other current liabilities | ' | ' | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ||
Fair value of derivative liabilities | 1,582,000 | [1],[2] | 1,676,000 | [1],[2] |
Interest Rate Swap [member] | Other liabilities | ' | ' | ||
Derivative Instruments and Hedging Activities Disclosure [Line Items] | ' | ' | ||
Fair value of derivative liabilities | $131,000 | [1],[2] | $763,000 | [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 June 30, 2014 and December 31, 2013, the notional amount related to the Company’s sole interest rate swap was $105.0 million and $112.5 million, respectively. In the next twelve 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 (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Balance in AOCI Beginning of Period | ' | ($3,644) | ' | ' |
Amount of Gain (Loss) Recognized in AOCI- Effective Portion | ' | 270 | ' | ' |
Amount of Gain (Loss) Reclassified from AOCI into Earnings-Effective Portion | ' | -506 | ' | ' |
Balance in AOCI End of Period | ' | -2,868 | ' | -2,868 |
Cost of goods sold [Member] | Foreign Currency Forward Contracts | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Balance in AOCI Beginning of Period | ' | 0 | ' | -34 |
Amount of Gain (Loss) Recognized in AOCI- Effective Portion | ' | 162 | ' | 162 |
Amount of Gain (Loss) Reclassified from AOCI into Earnings-Effective Portion | ' | 0 | ' | -34 |
Balance in AOCI End of Period | ' | 162 | ' | 162 |
Interest Expense [Member] | Interest Rate Swap [member] | ' | ' | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Balance in AOCI Beginning of Period | -2,097 | -3,644 | -2,439 | -4,125 |
Amount of Gain (Loss) Recognized in AOCI- Effective Portion | -60 | 108 | -169 | 99 |
Amount of Gain (Loss) Reclassified from AOCI into Earnings-Effective Portion | -444 | -506 | -895 | -996 |
Balance in AOCI End of Period | ($1,713) | ($3,030) | ($1,713) | ($3,030) |
STOCKBASED_COMPENSATION_Narrat
STOCK-BASED COMPENSATION - Narrative (Detail) (USD $) | 3 Months Ended | 6 Months Ended |
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures | ' | 80,991 |
Requisite service periods of awards, in years | ' | '3 years |
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | $3 | ' |
Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock options exercisable, vesting period, in years | ' | '4 years |
Total unrecognized compensation costs | 2.1 | 2.1 |
Weighted-average period for cost recognition, in years | ' | '2 years |
Restricted stock awards/stock units | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock options exercisable, vesting period, in years | ' | '3 years |
Total unrecognized compensation costs | $18.30 | 18.3 |
Weighted-average period for cost recognition, in years | ' | '2 years |
Awards granted during period | ' | 253,642 |
Performance Shares | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Awards granted during period | ' | 90,025 |
Employee | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expiration Period, in years | ' | '6 years |
Directors and Certain Executive Officers | Minimum | Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expiration Period, in years | ' | '6 years |
Directors and Certain Executive Officers | Maximum | Stock Options | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expiration Period, in years | ' | '10 years |
TREASURY_STOCK_Additional_Info
TREASURY STOCK (Additional Information) (Detail) (USD $) | 6 Months Ended | 0 Months Ended |
Jun. 30, 2014 | Oct. 23, 2012 | |
October 2012 Authorization | ||
Accelerated Share Repurchases [Line Items] | ' | ' |
Stock repurchase program, authorized amount | ' | $75,000,000 |
Amount available for share repurchase under this latest authorization | $75,000,000 | ' |
INCOME_TAXES_Narrative_Details
INCOME TAXES - Narrative (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax [Line Items] | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Tax Credit, Amount | ' | ' | $900,000 | ' |
Reported tax rate | 32.90% | -165.30% | 37.00% | 38.50% |
Income tax reconciliation, settlements with tax authority | 300,000 | ' | 700,000 | ' |
Effective Income Tax Rate Reconciliation, Tax Settlement, Foreign, Amount | ' | ' | 400,000 | ' |
Minimum | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Effective tax rate estimate | ' | ' | 23.00% | ' |
Maximum | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Effective tax rate estimate | ' | ' | 24.00% | ' |
State and Local Jurisdiction [Member] | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Current State and Local Tax Expense (Benefit) | 300,000 | ' | 300,000 | ' |
State and Local Jurisdiction [Member] | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Current State and Local Tax Expense (Benefit) | ' | ' | ' | 1,200,000 |
Foreign Tax Authority [Member] | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | ' | 500,000 | ' | 500,000 |
State and Local Jurisdiction [Member] | ' | ' | ' | ' |
Income Tax [Line Items] | ' | ' | ' | ' |
Uncertain income tax position statute of limitation expiration | ' | -800,000 | ' | ' |
INCOME_TAXES_Summary_of_Effect
INCOME TAXES - Summary of Effective Tax Rate (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Reported tax rate | 32.90% | -165.30% | 37.00% | 38.50% |
NET_INCOME_PER_SHARE_Narrative
NET INCOME PER SHARE - Narrative (Detail) | 3 Months Ended | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Stock options, shares outstanding (in shares) | 1.4 | 1.7 | 1.4 |
Stock Compensation Plan | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Shares excluded from computation as their effect would be anti-dilutive | 0.2 | 1 | 0.2 |
NET_INCOME_PER_SHARE_Basic_and
NET INCOME PER SHARE - Basic and Diluted Net Income Per Share (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Basic net income per share: | ' | ' | ' | ' | ||
Net income (loss) | $4,825 | $1,520 | [1] | $7,031 | ($4,508) | [1] |
Weighted average common shares outstanding (in shares) | 32,398 | 27,873 | [1] | 32,336 | 27,834 | [1] |
Basic net income per common share (in dollars per share) | $0.15 | $0.05 | [1] | $0.22 | ($0.16) | [1] |
Diluted net income per share: | ' | ' | ' | ' | ||
Net income (loss) | $4,825 | $1,520 | [1] | $7,031 | ($4,508) | [1] |
Weighted average common shares outstanding (in shares) | 32,398 | 27,873 | [1] | 32,336 | 27,834 | [1] |
Effect of dilutive securities: | ' | ' | ' | ' | ||
Stock options and restricted stock (in shares) | 406 | 245 | 460 | 0 | ||
Weighted average common shares for diluted earnings per share (in shares) | 32,804 | 28,118 | [1] | 32,796 | 27,834 | [1] |
Diluted net income per common share (in dollars per share) | $0.15 | $0.05 | [1] | $0.21 | ($0.16) | [1] |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
COMPREHENSIVE_LOSS_INCOME_Sche
COMPREHENSIVE (LOSS) INCOME - Schedule of Comprehensive Loss Income (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Equity [Abstract] | ' | ' | ' | ' | ||
Net income (loss) | $4,825 | $1,520 | [1] | $7,031 | ($4,508) | [1] |
Foreign currency translation adjustment | -234 | 1,357 | 585 | -5,423 | ||
Change in unrealized gain on derivatives, net of tax | 219 | 451 | 414 | 747 | ||
Pension liability adjustment, net of tax | -58 | 69 | -73 | 69 | ||
Comprehensive income (loss) | $4,752 | $3,397 | [1] | $7,957 | ($9,115) | [1] |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
COMPREHENSIVE_LOSS_INCOME_Sche1
COMPREHENSIVE (LOSS) INCOME (Schedule of Changes in Accumulated Other Comprehensive Income by Component (Details) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | |
Beginning balance | $927 | [1] |
Other comprehensive income (loss) before reclassifications | 416 | |
Amounts reclassified from accumulated other comprehensive income | 510 | |
Net current-period other comprehensive income (loss) | 926 | |
Ending balance | 1,853 | |
Gains and Losses on Cash Flow Hedges | ' | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | |
Beginning balance | -1,390 | |
Other comprehensive income (loss) before reclassifications | -96 | |
Amounts reclassified from accumulated other comprehensive income | 510 | |
Net current-period other comprehensive income (loss) | 414 | |
Ending balance | -976 | |
Defined Benefit Pension Items | ' | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | |
Beginning balance | -2,287 | |
Other comprehensive income (loss) before reclassifications | -73 | |
Amounts reclassified from accumulated other comprehensive income | 0 | |
Net current-period other comprehensive income (loss) | -73 | |
Ending balance | -2,360 | |
Foreign Currency Items | ' | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | |
Beginning balance | 4,604 | |
Other comprehensive income (loss) before reclassifications | 585 | |
Amounts reclassified from accumulated other comprehensive income | 0 | |
Net current-period other comprehensive income (loss) | 585 | |
Ending balance | $5,189 | |
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
COMPREHENSIVE_LOSS_INCOME_Recl
COMPREHENSIVE (LOSS) INCOME (Reclassification Adjustment from AOCI) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||
Interest (expense) | ($5,382) | ($4,965) | [1] | ($10,524) | ($9,765) | [1] |
Tax (expense) or benefit | -2,361 | 947 | [1] | -4,130 | 2,820 | [1] |
Net income (loss) | 4,825 | 1,520 | [1] | 7,031 | -4,508 | [1] |
Reclassification out of Accumulated Other Comprehensive Income | Gains and Losses on Cash Flow Hedges | ' | ' | ' | ' | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||
Tax (expense) or benefit | 191 | ' | 385 | ' | ||
Net income (loss) | -253 | ' | -510 | ' | ||
Reclassification out of Accumulated Other Comprehensive Income | Gains and Losses on Cash Flow Hedges | Interest Rate Swap [member] | ' | ' | ' | ' | ||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ' | ' | ' | ' | ||
Interest (expense) | ($444) | ' | ($895) | ' | ||
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
SEGMENT_AND_GEOGRAPHIC_INFORMA2
SEGMENT AND GEOGRAPHIC INFORMATION - Narrative (Detail) | 6 Months Ended |
Jun. 30, 2014 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reportable segments | 5 |
SEGMENT_AND_GEOGRAPHIC_INFORMA3
SEGMENT AND GEOGRAPHIC INFORMATION - Net Sales and Profit by Reportable Segment (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | $231,351 | $205,547 | $446,410 | $402,199 | ||
Operating income | 12,392 | 5,556 | [1] | 21,130 | 3,366 | [1] |
Intangible asset amortization | -2,985 | -3,073 | [1] | -6,018 | -6,624 | [1] |
U.S. Neurosurgery | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | ' | ' | 114,942 | 80,763 | ||
Operating income | ' | ' | 58,357 | 36,690 | ||
Operating Segments | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Operating income | 88,455 | 70,851 | 167,666 | 133,638 | ||
Operating Segments | U.S. Neurosurgery | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | 60,559 | 41,767 | ' | ' | ||
Operating income | 30,569 | 19,786 | ' | ' | ||
Operating Segments | U.S. Instruments | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | 39,505 | 41,048 | 76,225 | 78,896 | ||
Operating income | 11,832 | 12,136 | 22,313 | 22,250 | ||
Operating Segments | U.S. Extremities | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | 34,424 | 32,009 | 66,337 | 61,971 | ||
Operating income | 14,171 | 11,943 | 25,924 | 21,495 | ||
Operating Segments | U.S. Spine And Other | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | 45,087 | 43,434 | 86,153 | 87,481 | ||
Operating income | 14,716 | 12,636 | 26,693 | 26,199 | ||
Operating Segments | International | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Revenues | 51,776 | 47,289 | 102,753 | 93,088 | ||
Operating income | 17,167 | 14,350 | 34,379 | 27,004 | ||
Corporate, Non-Segment | ' | ' | ' | ' | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ||
Operating income | ($73,078) | ($62,222) | ($140,518) | ($123,648) | ||
[1] | See Note 1 of these condensed consolidated financial statements for discussion of the impact of the change in accounting for the medical device excise tax. |
SEGMENT_AND_GEOGRAPHIC_INFORMA4
SEGMENT AND GEOGRAPHIC INFORMATION - Revenue by Major Product Category (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues | $231,351 | $205,547 | $446,410 | $402,199 |
Orthopedics | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues | 93,069 | 90,377 | 180,308 | 179,737 |
Neurosurgery | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues | 93,258 | 68,459 | 177,628 | 131,644 |
Instruments | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues | $45,024 | $46,711 | $88,474 | $90,818 |
SEGMENT_AND_GEOGRAPHIC_INFORMA5
SEGMENT AND GEOGRAPHIC INFORMATION - Total Revenue by Major Geographic Area (Detail) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | $231,351 | $205,547 | $446,410 | $402,199 |
United States | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 178,806 | 157,166 | 342,187 | 307,185 |
Europe | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | 25,851 | 23,776 | 51,176 | 47,393 |
Rest of World | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Revenues | $26,694 | $24,605 | $53,047 | $47,621 |
SUBSEQUENT_EVENT_2014_Debt_Ref
SUBSEQUENT EVENT -2014 Debt Refinancing (Details) (Subsequent Event, USD $) | 0 Months Ended | |
Jul. 02, 2014 | Jul. 02, 2014 | |
July 2014 Amendment | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Additional commitments | $200,000,000 | $200,000,000 |
Cash balance threshold above which excess amount is not subject to any restriction of use or investment | 40,000,000 | 40,000,000 |
Line of credit facility outstanding | 422,000,000 | 422,000,000 |
Weighted average interest rate on debt | 1.70% | 1.70% |
July 2014 Amendment | Maximum | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Senior credit facility, maximum borrowing capacity | ' | 900,000,000 |
Line of credit, commitment fee percentage | 0.30% | ' |
Cash borrowed from credit facility | 422,000,000 | ' |
July 2014 Amendment | Maximum | Revolving Credit Facility | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Senior credit facility, maximum borrowing capacity | ' | 750,000,000 |
Cash borrowed from credit facility | 272,000,000 | ' |
July 2014 Amendment | Maximum | Standby Letters of Credit | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Senior credit facility, maximum borrowing capacity | 60,000,000 | 60,000,000 |
July 2014 Amendment | Maximum | Swingline Loan | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Senior credit facility, maximum borrowing capacity | 60,000,000 | 60,000,000 |
July 2014 Amendment | Minimum | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Line of credit, commitment fee percentage | 0.15% | ' |
June 2011 Amendment | Maximum | Revolving Credit Facility | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Senior credit facility, maximum borrowing capacity | 600,000,000 | 600,000,000 |
Term Loan | July 2014 Amendment | Maximum | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Senior credit facility, maximum borrowing capacity | ' | 150,000,000 |
Cash borrowed from credit facility | $150,000,000 | ' |
Eurodollar | July 2014 Amendment | Maximum | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Interest rates available to the Company at its option | 1.75% | ' |
Eurodollar | July 2014 Amendment | Minimum | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Interest rates available to the Company at its option | 1.00% | ' |
Federal Funds | July 2014 Amendment | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Interest rates available to the Company at its option | 0.50% | ' |
LIBOR | July 2014 Amendment | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Interest rates available to the Company at its option | 1.00% | ' |