DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 24, 2017 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | iart | |
Entity Registrant Name | INTEGRA LIFESCIENCES HOLDINGS CORP | |
Entity Central Index Key | 917,520 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding (in shares) | 78,477,437 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Total revenue, net | $ 278,834 | $ 250,332 | $ 819,634 | $ 736,411 |
Costs and expenses: | ||||
Cost of goods sold | 101,757 | 89,329 | 287,340 | 263,667 |
Research and development | 15,034 | 15,124 | 46,275 | 44,254 |
Selling, general and administrative | 145,945 | 112,317 | 433,457 | 343,510 |
Intangible asset amortization | 5,456 | 3,467 | 14,976 | 10,410 |
Total costs and expenses | 268,192 | 220,237 | 782,048 | 661,841 |
Operating income | 10,642 | 30,095 | 37,586 | 74,570 |
Interest income | 89 | 2 | 160 | 14 |
Interest expense | (6,761) | (6,295) | (18,073) | (19,255) |
Other (expense) income, net | (735) | 1,192 | (3,691) | (398) |
Income before income taxes | 3,235 | 24,994 | 15,982 | 54,931 |
Income tax expense (benefit) | 76 | 4,850 | (4,406) | 8,615 |
Net income | $ 3,159 | $ 20,144 | $ 20,388 | $ 46,316 |
Net income per share | ||||
Basic (in dollars per share) | $ 0.04 | $ 0.27 | $ 0.27 | $ 0.62 |
Diluted (in dollars per share) | $ 0.04 | $ 0.25 | $ 0.26 | $ 0.59 |
Weighted average common shares outstanding (See Note 10): | ||||
Basic (in shares) | 78,186 | 74,534 | 76,387 | 74,286 |
Diluted (in shares) | 79,455 | 81,032 | 78,973 | 78,804 |
Comprehensive income (See Note 11) | $ 13,534 | $ 23,410 | $ 53,759 | $ 53,908 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 481,943 | $ 102,055 |
Trade accounts receivable, net of allowances of $6,969 and $6,319 | 171,126 | 148,186 |
Inventories, net | 232,340 | 217,263 |
Prepaid expenses and other current assets | 59,534 | 27,666 |
Total current assets | 944,943 | 495,170 |
Property, plant and equipment, net | 232,241 | 222,369 |
Intangible assets, net | 634,052 | 561,175 |
Goodwill | 587,943 | 510,571 |
Deferred tax assets, net | 6,351 | 6,935 |
Other assets | 12,657 | 11,734 |
Total assets | 2,418,187 | 1,807,954 |
Current liabilities: | ||
Short-term portion of borrowings under senior credit facility | 18,750 | 0 |
Accounts payable, trade | 40,740 | 29,057 |
Deferred revenue | 7,668 | 6,812 |
Accrued compensation | 59,621 | 52,762 |
Accrued expenses and other current liabilities | 83,455 | 34,970 |
Total current liabilities | 210,234 | 123,601 |
Long-term borrowings under senior credit facility | 1,152,633 | 665,000 |
Deferred tax liabilities | 128,628 | 148,941 |
Other liabilities | 13,576 | 30,745 |
Total liabilities | 1,505,071 | 968,287 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock; no par value; 15,000 authorized shares; none outstanding | 0 | 0 |
Common stock; $0.01 par value; 240,000 authorized shares; 81,301 and 77,666 issued at September 30, 2017 and December 31, 2016, respectively | 813 | 777 |
Additional paid-in capital | 817,071 | 798,652 |
Treasury stock, at cost; 2,916 shares and 2,946 shares at September 30, 2017 and December 31, 2016, respectively | (121,816) | (123,051) |
Accumulated other comprehensive loss | (23,783) | (57,154) |
Retained earnings | 240,831 | 220,443 |
Total stockholders’ equity | 913,116 | 839,667 |
Total liabilities and stockholders’ equity | $ 2,418,187 | $ 1,807,954 |
CONDENSED CONSOLIDATED BALANCE4
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, net of allowances of $6,969 and $6,319 | $ 6,969 | $ 6,319 |
Preferred stock, authorized shares (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 240,000,000 | 240,000,000 |
Common stock, shares issued (in shares) | 81,301,000 | 77,666,000 |
Treasury stock, shares (in shares) | 2,916,000 | 2,946,000 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
OPERATING ACTIVITIES: | ||
Net income | $ 20,388 | $ 46,316 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 62,281 | 54,353 |
Non-cash impairment charges | 3,290 | 0 |
Deferred income tax | (935) | (2,919) |
Amortization of debt issuance costs | 1,178 | 1,623 |
Non-cash interest expense | 0 | 6,300 |
Realized loss on sale of short-term investment | 2,287 | 0 |
Loss on disposal of property and equipment | 443 | 1,046 |
Change in fair value of contingent consideration and other | (2,773) | 81 |
Share-based compensation | 16,359 | 12,773 |
Changes in assets and liabilities, net of business acquisitions: | ||
Accounts receivable | (9,861) | (8,100) |
Inventories | (862) | (9,061) |
Prepaid expenses and other current assets | (14,691) | 1,051 |
Other non-current assets | (1,977) | (552) |
Accounts payable, accrued expenses and other current liabilities | 24,021 | 5,831 |
Deferred revenue | 1,405 | 1,381 |
Other non-current liabilities | 2,442 | (247) |
Net cash provided by operating activities | 102,995 | 109,876 |
INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (29,806) | (26,136) |
Proceeds from sale of short-term investments | 16,951 | 0 |
Proceeds from note receivable | 483 | 0 |
Proceeds from sale of property and equipment | 157 | 266 |
Cash used in business acquisition, net of cash acquired | (225,552) | 0 |
Cash received from business acquisition purchase price adjustment | 0 | 225 |
Change in restricted cash | 0 | 4,165 |
Net cash used in investing activities | (237,767) | (21,480) |
FINANCING ACTIVITIES: | ||
Borrowings under senior credit facility | 571,383 | 15,000 |
Repayments under senior credit facility | (65,000) | (48,750) |
Net cash paid for contingent consideration | (4,661) | 0 |
Principal payments under capital lease obligations | 0 | (487) |
Proceeds from exercised stock options | 9,774 | 9,925 |
Cash taxes paid in net equity settlement | (6,763) | (4,567) |
Net cash provided by (used in) financing activities | 504,733 | (28,879) |
Effect of exchange rate changes on cash and cash equivalents | 9,927 | (51) |
Net increase in cash and cash equivalents | 379,888 | 59,466 |
Cash and cash equivalents at beginning of period | 102,055 | 48,132 |
Cash and cash equivalents at end of period | $ 481,943 | $ 107,598 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, 2017 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, 2016 included in the Company’s Annual Report on Form 10-K. The December 31, 2016 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 nine-month periods ended September 30, 2017 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 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. Amendment to the Certificate of Incorporation and Stock Split On October 25, 2016, the Board of Directors recommended, subject to stockholder approval, an Amendment to the Company’s Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of common stock from 60.0 million shares to 240.0 million shares with $0.01 per share par value, for the purpose of, among other things, effecting a two-for-one stock split. The stockholders approved the Amendment at its special meeting of stockholders on December 21, 2016, and the Company subsequently filed a certificate of amendment to its Amended and Restated Certificate of Incorporation to effect the increase in the number of authorized shares of common stock and the two-for-one-stock split. Stockholders of record, as of the close of market on December 21, 2016, became entitled to receive one additional share of common stock for each share held. The shares were distributed on January 3, 2017. No fractional shares of common stock were issued as a result of the stock split. The adjusted stock price was reflected on the NASDAQ stock market beginning on January 4, 2017. The shares of common stock retain a par value of $0.01 per share. Accordingly, the stockholders' equity reflects the stock split by reclassifying from "additional paid-in capital" to "common stock" an amount equal to the par value of the increased shares resulting from the stock split. All share and per share amounts of common stock contained in the Company's financial statements have been restated for all periods to give retroactive effect to the stock split. Johnson & Johnson's Codman Neurosurgery Business On February 14, 2017, the Company entered into a binding offer letter (the “Offer Letter”) with DePuy Synthes, Inc., a Delaware corporation (“DePuy Synthes”), a wholly-owned subsidiary of Johnson & Johnson, pursuant to which Integra made a binding offer to acquire certain assets, and assume certain liabilities, of Johnson & Johnson’s Codman neurosurgery business (the “Codman Acquisition”). The assets and liabilities subject to the proposed Codman Acquisition relate to the research, development, manufacture, marketing, distribution and sale of certain products used in connection with neurosurgery procedures. The purchase price for the Codman Acquisition is $1.014 billion , subject to adjustments set forth in the Purchase Agreement (as defined below) relating to the book value of inventory transferred to the Company at the closing of the Codman Acquisition, the book value of certain inventory retained by DePuy Synthes and the amount of certain prepaid taxes. Pursuant to the terms of the Offer Letter, following the conclusion of certain statutory information or consultation processes in connection with the Codman Acquisition by the employees of DePuy Synthes and its affiliates in France, Switzerland, and Germany, on May 11, 2017, DePuy Synthes accepted the Company’s offer and countersigned the Asset Purchase Agreement (the “Purchase Agreement”) with respect to the Codman Acquisition, previously executed by the Company. On October 2, 2017, the Company completed the Codman Acquisition. See Note 14 - Subsequent Events. Assets and Liabilities Held for Sale The Company considers assets and liabilities to be held for sale when management approves and commits to a formal plan to actively market the assets and liabilities for sale, the assets and liabilities are available for immediate sale in their present condition, an active program to locate a buyer and other actions required to complete the sale have been initiated, the sale of the assets and liabilities are expected to be completed within one year, the assets and liabilities are being actively marketed for sale at a price that is reasonable in relation to its current fair value and it is unlikely that significant changes will be made to the plan. Upon designation of the assets and liabilities as held for sale, the Company records the assets at the lower of their carrying value or their estimated fair value, less estimated costs to sell. Assets held for sale are not depreciated. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met and gains are not recognized until the date of sale. The Company assesses the fair value of assets held for sale less any costs to sell each reporting period it remains classified as held for sale and reports any reduction in fair value as an adjustment to the carrying value of the assets held for sale. To facilitate the Company’s planned acquisition of the Codman Neurosurgery Business, the Company identified certain assets and liabilities related to the Camino® Intracranial Pressure monitoring product line within its Specialty Surgical Solutions segment as Assets and Liabilities Held for Sale as of June 30, 2017 when all of the criteria above were met. On August 31, 2017, the Company identified additional assets and liabilities related to the Company's U.S. rights to the fixed pressure shunts product line within its Special Surgical Solutions segment as Assets and Liabilities Held for Sale. Assets and liabilities held for sale consisted of the following as of September 30, 2017 (amounts in thousands): Inventories $ 7,957 Property, plant and equipment, net 883 Goodwill 2,861 Total assets held for sale $ 11,701 Deferred revenue $ 909 Accrued compensation 197 Total liabilities held for sale $ 1,106 Goodwill was allocated to the assets and liabilities held for sale using the relative fair value method. Assets held for sale were included in prepaid expenses and other current assets and liabilities held for sale were included in accrued expenses and other current liabilities in the consolidated balance sheet. The Company recognized no losses in its consolidated statement of operations for the three and nine months ended September 30, 2017 . On September 8, 2017, the Company and certain of its subsidiaries entered into an asset purchase agreement (the “Divestiture Agreement”) with Natus Medical Incorporated (“Natus”), pursuant to which the Company agreed to divest its Camino Intracranial Pressure monitoring and the U.S. rights to its fixed pressure shunts businesses together with certain neurosurgery assets acquired as part of the Codman Acquisition (the “Divestiture”). The Divestiture Agreement was entered into in connection with the review of the Codman Acquisition by the Federal Trade Commission and the antitrust authority of Spain. The Divestiture was completed on October 6, 2017. See Note 14 - Subsequent Events. Recently Issued Accounting Standards 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 will become effective for all annual periods and interim reporting periods beginning after December 15, 2017. The Company will adopt this standard on January 1, 2018. The Company expects to apply the full retrospective method of adoption. The Company is progressing with the implementation and continues to evaluate the impact of the standard’s revenue recognition model on business processes, accounting systems, controls and financial statement disclosures. The Company has reviewed a sample of contracts with customers and does not expect the adoption of Accounting Standard Update ("ASU") 2014-09 to have a material impact on the amount or timing of revenues recognized. That said, the Company’s initial conclusion could change as the implementation is finalized. In July 2015, the FASB issued Update No. 2015-11, Simplifying the Measurement of Inventory . The amendment requires an entity to measure inventory that is within the scope of this amendment at the lower of cost and net realizable value. Existing impairment models will continue to be used for inventories that are accounted for using the last-in first-out (“LIFO”) method. The ASU requires prospective adoption for inventory measurements for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years for public business entities. Early adoption was permitted. The Company adopted ASU 2015-11 as of January 1, 2017 on a prospective basis, and there was no significant impact of this guidance on its consolidated financial statements. In February 2016, the FASB issued Update No. 2016-02, Leases (Topic 842) . Under current accounting guidance, an entity is not required to report operating leases on the balance sheet. The amendment requires that lessees recognize virtually all of their leases on the balance sheet by recording a right-of-use asset and lease liability (other than leases that meet the definition of a "short-term lease"). This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2018. The new standard must be adopted using a modified retrospective transition. Early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its financial statements. In August 2016, the FASB issued Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . The guidance addresses the classification of cash flows related to debt repayment or extinguishment costs, settlement of zero-coupon debt instruments or debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after business combination, proceeds from the settlement of insurance claims and corporate-owned life insurance, distribution received from equity method investees and beneficial interest in securitization transaction. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements. In October 2016, the FASB issued Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized as current period income tax expense or benefit and removes the requirement to defer and amortize the consolidated tax consequences of intra-entity transfers. The new standard will be effective for all annual periods beginning after December 15, 2017. The Company does not expect the adoption of ASU 2016-16 to have a material impact on its consolidated financial statements. In January 2017, the FASB issued Update No. 2017-01, Business Combinations . The standard provides guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance provides a screen to determine when an integrated set of assets and activities (a “set”) does not qualify to be a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in an identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business. If the screen is not met, the guidance requires a set of assets and activities to be considered a business and to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs and removes the evaluation as to whether a market participant could replace the missing elements. The new standard will be effective for all annual periods beginning after December 15, 2017. Early adoption is permitted. The Company elected to early adopt ASU 2017-01 effective January 1, 2017. The implementation of the amended guidance did not have any material impact on the Company's consolidated financial statements. In January 2017, the FASB issued Update 2017-04, Simplifying the Test for Goodwill Impairment . The standard eliminates the second step in the goodwill impairment test, which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company elected to early adopt ASU 2017-04 effective January 1, 2017 and applied the new guidance in its annual assessment in the third quarter of 2017. The Company performed its annual goodwill impairment assessment as of July 31, 2017. The Company elected to perform a qualitative analysis for its reporting units. The Company determined, after performing the qualitative analysis, that there was no evidence that it is more likely than not that the fair value of any identified reporting unit was less than the carrying amount, and therefore, it was not necessary to perform quantitative analysis for any reporting units. In May 2017, the FASB issued ASU 2017-09, Stock Compensation (Topic 718): Scope of Modification Accounting . The update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The new standard will be effective for all annual periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This update amends the hedge accounting rules to simplify the application of hedge accounting guidance and better portray the economic results of risk management activities in the financial statements. The guidance expands the ability to hedge nonfinancial and financial risk components, reduces complexity in fair value hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its financial statements. There are no other recently issued accounting pronouncements that are expected to have a material effect on the Company's financial position, results of operations or cash flows. |
BUSINESS ACQUISITION
BUSINESS ACQUISITION | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
BUSINESS ACQUISITION | BUSINESS ACQUISITION TGX Medical On April 4, 2017, the Company entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), by and among the Company, MCF I LP THX Medical System LLC Holdings, Inc., Terragraphix, Inc. and TGX Medical Systems, LLC (collectively, "TGX Medical"). Pursuant to the Purchase Agreement, the Company purchased all issued and outstanding membership interests in TGX Medical for $5.4 million , including a $0.1 million adjustment made in the third quarter of 2017 related to additional closing costs incurred by TGX Medical. TGX Medical designs, develops and markets software solutions that track surgical instruments from the operating room, through sterilization to storage, which helps ensure that the instruments have been properly cleaned, assembled and maintained. TGX Medical’s customers are located in the U.S. and Canada. The Company recorded revenue for TGX Medical of approximately $0.2 million and $0.4 million in the condensed consolidated statements of operations and comprehensive income for three and nine months ended September 30, 2017 , respectively. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company's operations. The following summarizes the preliminary allocation of the purchase price as of September 30, 2017 based on the fair value of the assets acquired and liabilities assumed: Preliminary Purchase Price Allocation (Dollars in thousands) Cash and cash equivalents $ 49 Accounts receivables 279 Property, plant and equipment 3 Intangible assets: Wtd. Avg. Life: Completed technology 4,707 13 Years Goodwill 641 Total assets acquired 5,679 Accounts payable 13 Accrued expenses and other current liabilities 65 Other liabilities 234 Net assets acquired $ 5,367 Goodwill was allocated to the Special Surgical Solutions segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is not deductible for income tax purposes. Derma Sciences On February 24, 2017, the Company executed the Agreement and Plan of Merger (the "Merger Agreement") under which the Company acquired all of the outstanding shares of Derma Sciences, Inc., a Delaware corporation ("Derma Sciences") for an aggregate purchase price of approximately $210.8 million , including payment of certain of Derma Sciences' closing expenses and settlement of stock-based compensation plans of $4.8 million and $4.3 million , respectively. The purchase price consisted of a cash payment to the former shareholders of Derma Sciences of approximately $201.7 million upon the closing of the transaction. Derma Sciences is a tissue regeneration company focused on advanced wound and burn care that offers products to help manage chronic and hard-to-heal wounds, especially those resulting from diabetes and poor vascular functioning. The Company recorded revenue for Derma Sciences of approximately $24.1 million and $58.4 million in the condensed consolidated statements of operations and comprehensive income for the three and nine months ended September 30, 2017 , respectively. The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it has been integrated into the Company's operations. The following summarizes the preliminary allocation of the purchase price as of September 30, 2017 based on the fair value of the assets acquired and liabilities assumed: Preliminary Purchase Price Allocation (Dollars in thousands) Cash and cash equivalents $ 16,512 Short-term investments 19,238 Accounts receivable 8,949 Inventory 17,977 Prepaid expenses and other current assets 4,369 Property, plant and equipment 4,311 Intangible assets: Wtd. Avg. Life: Customer relationship 78,300 14 years Trademarks/brand names 13,500 15 years Completed technology 11,600 14 years Non-compete agreement 280 1 year Goodwill 70,424 Deferred tax assets 17,865 Other assets 101 Total assets acquired 263,426 Accounts payable 4,560 Accrued expenses and other current liabilities 7,409 Contingent liability 37,174 Other liabilities 3,805 Net assets acquired $ 210,478 Goodwill was allocated to the Orthopedics and Tissue Technologies segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. Goodwill recognized as a result of the acquisition is not deductible for income tax purposes. In the second quarter of 2017, the Company adjusted its preliminary purchase price allocation of other liabilities by $1.7 million because of additional liabilities for sales and use tax, employment tax and unclaimed property. In the third quarter of 2017, the Company adjusted the purchase price and goodwill by $0.3 million , as a result of cash received from escrow related to the acquisition of BioD LLC ("BioD") by Derma Sciences. BioD is a wholly owned subsidiary of Derma Sciences. Short-term Investments Short-term investments recognized at the acquisition date of Derma Sciences are investments in equity and debt securities including certificates of deposit purchased with an original maturity greater than three months which are deposited in various U.S. financial institutions and are fully insured by the Federal Deposit Insurance Corporation. The Company considers securities with original maturities of greater than 90 days to be available for sale securities. Securities under this classification are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income. The estimated fair value of the available for sale securities is determined based on quoted market prices. The Company evaluates securities with unrealized losses to determine whether such losses, if any, are other than temporary. Short-term investments are classified as Level 1 in fair value hierarchy. Fair values of short-term investments are determined using the unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the balance sheet date. In the second quarter of 2017 , the Company sold the acquired short-term investments and recognized a realized loss of $2.3 million included in other expense, net in the consolidated statement of operations. Deferred Taxes The acquired deferred taxes of $17.9 million include a deferred tax asset of $39.7 million related to a federal net operating loss which the Company expects to utilize against income in future periods, a deferred tax asset of $15.8 million related to intangibles acquired by Derma Sciences in previous periods, and a deferred tax asset of $0.7 million related to various deferred items, offset by a deferred tax liability of $38.3 million for new intangibles for which the Company will not receive a tax benefit. In second quarter of 2017, the Company increased the preliminary estimated value of deferred tax liability by $1.5 million to reflect the adjustments to preliminary estimated fair values of assets and liabilities acquired. United States Food and Drug Administration ("FDA") Untitled Letter On June 22, 2015, the FDA issued an Untitled Letter (the "Untitled Letter") alleging that BioD morselized amniotic membrane based products do not meet the criteria for regulation as human cellular tissue-based products (“HCT/Ps”) solely under Section 361 of the Public Health Service Act and that, as a result, BioD would need a biologics license to lawfully market those morselized products. Since the issuance of the Untitled Letter, BioD and now the Company had and plan to continue discussions with the FDA to communicate its disagreement with the FDA’s assertion that certain products are more than minimally manipulated and therefore do not meet the requirements for HCT/Ps. To date, the FDA has not changed its position that certain of the acquired morselized products are not eligible for marketing solely under Section 361 of the Public Health Service Act. The Company continues to market these products. On December 22, 2014, the FDA issued for comment “Draft Guidance for Industry and FDA Staff: Minimal Manipulation of Human Cells, Tissues, and Cellular and Tissue-Based Products.” On October 28, 2015, the FDA issued for comment, "Draft Guidance for Industry and FDA Staff: Homologous Use of Human Cells, Tissues, and Cellular and Tissue-Based Products." The FDA held a public hearing on September 12 and 13, 2016 to obtain input on the Homologous Use draft guidance and the Minimal Manipulation draft guidance, as well as other recently issued guidance documents on HCT/Ps. If the FDA does allow us to continue to market its morselized products without a 510(k) or biologics license either prior to or after finalization of the draft guidance documents, it may impose conditions on marketing, such as labeling restrictions and compliance with current Good Manufacturing Practices. Compliance with these conditions would require significant additional time and cost investments from us. It also is possible that the FDA will not allow us to market any form of a morselized product without a biologics license even prior to finalization of the draft guidance documents and could require us to recall our morselized products. We continue to market these products. The Company continues to monitor the FDA's position on these products. Any potential action of the FDA could have a financial impact on the sales of BioD’s morselized amniotic tissue-based products. Revenues from BioD morselized amniotic material based products for the three and nine months ended September 30, 2017 were less than 1.0% of consolidated revenues. Contingent Consideration The Company assumed contingent consideration incurred by Derma Sciences related to its acquisitions of BioD and the intellectual property related to the Medihoney product. The Company accounted for the contingent liabilities by recording their fair value on the date of the acquisition based on a discounted cash-flow model. The contingent liabilities recognized as part of the Derma Sciences acquisition relate to the following: i. contractual incentive payments that could be made to former equity owners of BioD if net sales of BioD products exceed a certain amount for the twelve-month periods ending June 30, 2017 and 2018 ("BioD Earnout Payments"); ii. a contractual incentive payment that could be made to the former equity owners if there has been no specific enforcement action or notice by the FDA against the specific BioD products as a result of the Untitled Letter for a certain period after closing as defined by the agreement ("Product Payment"); and iii. contractual incentive payments that could be made to the former owner of the intellectual property relating to the Medihoney product line, if net sales of Medihoney products exceed certain amounts defined in the agreement between Derma Sciences and the former owner of the intellectual property of Medihoney for any twelve-month period ("Medihoney Earnout Payments"). At the date of the acquisition, net sales used in estimating the BioD Earnout Payments is based on the weighted average of different possible scenarios using revenue volatility of 13.5% . The BioD Earnout Payments were valued using a discount rate of 3.0% . The maximum payout related to the BioD Earnout Payments is $26.5 million . The estimated fair value as of February 24, 2017 was $9.1 million . In August 2017, the Company paid $4.8 million for the twelve-month period ending June 30, 2017 component of the BioD Earnout Payments. As of September 30, 2017 , the estimated fair value of the remaining portion of the BioD Earnout Payments is $2.1 million . At the date of acquisition, the Company estimated that the probability of the Product Payment was 98.0% and valued it at a discount rate of 2.5% . The maximum payout related to the Product Payment is $29.7 million . The estimated fair value as of February 24, 2017 was $26.8 million . In the second quarter of 2017, the Company adjusted the preliminary estimated fair value to increase the Product Payment by $0.9 million related to additional products that should have been included in the preliminary estimate based on the Merger Agreement. On May 25, 2017, the Company made full payment for the Product Payment of $26.6 million . The payment was included in cash used in business acquisition, net of cash acquired within investing activities in the condensed consolidated statements of cash flows since the payment was made shortly after the acquisition. At the date of the acquisition, net sales used in estimating the Medihoney Earnout Payments is based on the weighted average of different possible scenarios using revenue volatility of 27.5% . The Medihoney Earnout Payments were valued using a discount rate of 4.5% . The maximum payout related to the Medihoney Earnout Payments is $5.0 million . The estimated fair value as of February 24, 2017 and September 30, 2017 was $1.4 million . These fair value measurements were based on significant inputs not observed in the market and thus represented a Level 3 measurement. The contingent considerations are re-measured to fair value at each reporting date until the contingency is resolved, and those changes in fair value are recognized in earnings. Depending on the expected timing of the estimated payments, the acquisition date fair values and subsequent remeasurement could be different. Pro Forma Results The following unaudited pro forma financial information summarizes the results of operations for the three months ended September 30, 2016 and for the nine months ended September 30, 2017 and 2016 as if the acquisitions had been completed as of the beginning of the prior year. 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 and intangible asset amortization, (ii) certain external expenses related to the acquisition as if they were incurred on January 1 of the year prior to the acquisition that will not be recurring in the post-acquisition periods, which includes $2.9 million incurred by Derma Sciences prior to acquisition and $12.5 million incurred by Integra, 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. Three Months Ended September 30, 2016 Nine Months Ended September 30, 2017 2016 (In thousands, except per share amounts) Total revenue $ 272,427 $ 832,710 $ 792,672 Net income $ 18,318 $ 24,091 $ 32,180 Basic income per share $ 0.25 $ 0.32 $ 0.43 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2017 | |
Inventory, Net [Abstract] | |
INVENTORIES | INVENTORIES Inventories, net consisted of the following: September 30, 2017 December 31, 2016 (In thousands) Finished goods $ 136,729 $ 127,973 Work in process 47,257 50,043 Raw materials 48,354 39,247 $ 232,340 $ 217,263 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Changes in the carrying amount of goodwill for the nine -month period ended September 30, 2017 were as follows: Specialty Surgical Solutions Orthopedics and Tissue Technologies Total (In thousands) Goodwill at December 31, 2016 $ 284,358 $ 226,213 $ 510,571 Derma Sciences acquisition — 70,424 70,424 TGX Medical acquisition 641 — 641 Transfer to assets held for sale (2,861 ) — (2,861 ) Foreign currency translation 4,400 4,768 9,168 Balance, September 30, 2017 $ 286,538 $ 301,405 $ 587,943 The components of the Company’s identifiable intangible assets were as follows: September 30, 2017 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Completed technology 17 years $ 492,380 $ (114,996 ) $ 377,384 Customer relationships 13 years 234,020 (88,944 ) 145,076 Trademarks/brand names 28 years 105,690 (22,336 ) 83,354 Supplier relationships 27 years 34,721 (14,735 ) 19,986 All other (1) 5 years 11,675 (3,423 ) 8,252 $ 878,486 $ (244,434 ) $ 634,052 December 31, 2016 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Completed technology 17 years $ 479,964 $ (94,991 ) $ 384,973 Customer relationships 12 years 152,335 (77,005 ) 75,330 Trademarks/brand names 30 years 90,507 (19,158 ) 71,349 Supplier relationships 27 years 34,721 (13,664 ) 21,057 All other (1) 5 years 10,806 (2,340 ) 8,466 $ 768,333 $ (207,158 ) $ 561,175 (1) At September 30, 2017 and December 31, 2016 , all other included in-process research and development ("IPR&D") of $1.0 million in both periods, which was indefinite-lived. During the third quarter of 2017, the Company recorded an impairment charge of $3.3 million in cost of goods sold related to completed technology assets acquired from Tarsus Medical, Inc. ("Tarsus Technology"), since the underlying product will no longer be sold. Tarsus Technology was included in the Orthopedic and Tissue Technology segment. 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 be approximately $48.4 million in 2017 , $49.1 million in 2018 , $49.0 million in 2019 , $48.9 million in 2020 , $47.9 million in 2021 , $44.4 million in 2022 and $493.7 million thereafter. Identifiable intangible assets are initially recorded at fair market value at the time of acquisition using an income or cost approach. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Amended and Restated Senior Credit Agreement On March 31, 2017 , the Company entered into an amendment ("March 2017 Amendment") to its fourth amended and restated Senior Credit Facility agreement with a syndicate of lending banks and Bank of America, N.A., as Administrative Agent. The March 2017 Amendment increased the aggregate principal amount from $1.5 billion to $2.2 billion available to the Company through the following facilities: i. a $500.0 million Term Loan A facility; ii. a $700.0 million Term Loan A-1, which will be available in a single drawing on a delayed basis at the time of closing of the Codman Acquisition (see Note 1 - Basis of Presentation ); and iii. a $1.0 billion revolving credit facility, which includes a $60.0 million sublimit for the issuance of standby letters of credit and a $60.0 million sublimit for swingline loans. In connection with the March 2017 Amendment, the Company’s maximum consolidated total leverage ratio in the financial covenants was increased to the following: Fiscal Quarter Maximum Consolidated Total Leverage Ratio December 31, 2016 through before the first fiscal quarter after the delayed draw date of Term Loan A-1 4.50 : 1.00 First fiscal quarter ended after the delayed draw date of Term Loan A-1 through September 30, 2018 5.50 : 1.00 October 1, 2018 through September 30, 2019 5.00 : 1.00 October 1, 2019 through September 30, 2020 4.50 : 1.00 October 1, 2020 and thereafter 4.00 : 1.00 There was no change in the maturity date, which remains at December 7, 2021. Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at a rate equal to the following: 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 2.00% ), 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 on the use or investment thereof to (b) consolidated EBITDA, as defined in the fourth amended and restated Senior Credit Facility agreement) at the time of the applicable borrowing. The Company will pay an annual commitment fee ranging from 0.15% to 0.35% , based on the Company's consolidated total leverage ratio, on the amount available for borrowing under the revolving credit facility. The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries, excluding intangible assets. The Senior Credit Facility is subject to various financial and negative covenants, and, as of September 30, 2017 , the Company was in compliance with all such covenants. The Company capitalized $1.1 million of incremental financing costs in 2017 in connection with the modifications to the Senior Credit Facility. At September 30, 2017 and December 31, 2016 , there were $671.4 million and $165.0 million outstanding, respectively, under the revolving credit component of the Senior Credit Facility at a weighted average interest rate of 2.9% and 2.2% , respectively. At September 30, 2017 and December 31, 2016 , there was $500.0 million outstanding under the Term Loan A component of the Senior Credit Facility at a weighted average interest rate of 2.8% and 2.2% , respectively. At September 30, 2017 , there was no outstanding balance under the Term Loan A-1 component of Senior Credit Facility. At September 30, 2017 , there was approximately $1.0 billion available for borrowing under the Senior Credit Facility, including the $700.0 million available under the Term Loan A-1 component. On October 2, 2017, the Company drew $700.0 million from the Term Loan A-1 component to fund a portion of the Codman Acquisition. Refer to Note 14 - Subsequent Events. The fair value of outstanding borrowings of the Senior Credit Facility's revolving credit facility and Term Loan A components at September 30, 2017 was approximately $658.7 million and $490.0 million , respectively. These fair values were 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. Letters of credit outstanding as of September 30, 2017 and December 31, 2016 totaled $0.6 million . There were no amounts drawn as of September 30, 2017 . The Company uses interest rate derivative instruments to manage earnings and cash flow exposure to changes in interest rates of the Term Loan A component of the Senior Credit Facility. At September 30, 2017 and December 31, 2016, the notional amounts related to the Company’s interest rate swaps were $400.0 million and $150.0 million , respectively. Contractual repayments of the Term Loan A will begin March 31, 2018 and are due as follows: Year Ended December 31, Principal Repayment (In thousands) 2017 — 2018 25,000 2019 25,000 2020 37,500 2021 412,500 $ 500,000 The outstanding balance of revolving credit component of the Senior Credit Facility is due on December 7, 2021. 2016 Convertible Senior Notes On December 15, 2016, the Company extinguished its 1.625% Convertible Senior Notes due in 2016 (the "2016 Convertible Notes") by paying the principal amount of $227.1 million and issued 2.9 million shares of common stock with a fair value of $122.0 million related to excess conversion value. No gain or loss on extinguishment was recognized as a result of the conversion. The Company also received 2.9 million shares of common stock from the exercise of call options with hedge participants with a fair value of $123.1 million at the date of the exercise. The shares of common stock received from the exercise of the call options were held as treasury stock as of December 31, 2016 at a weighted average price of $41.78 for a total of $123.1 million . The 2016 Convertible Notes were issued on June 15, 2011 with the aggregate principal of $230.0 million and a maturity date of December 15, 2016. The 2016 Convertible Notes bore interest at a rate of 1.625% per annum payable semi-annually in arrears on December 15 and June 15 of each year. The 2016 Convertible Notes were senior, unsecured obligations and were convertible into cash and, if applicable, shares of its common stock based on a conversion rate defined within the note agreement. In connection with the issuance of the 2016 Convertible 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 was approximately $28.72 per share, subject to customary anti-dilution adjustments. The initial strike price of the warrant transaction was approximately $35.03 per share, subject to customary anti-dilution adjustments. The strike price of the call transactions and warrant transactions has been adjusted similar to the 2016 Convertible Notes as a result of the spin-off of the Company's spine business in July 2015 to $26.42 per share and $32.22 per share, respectively. The warrants expired on a series of expiration dates from March 2017 to August 2017. For the three and nine months ended September 30, 2017 , the hedge participants exercised 2,089,802 and 8,707,202 warrants, respectively and, as a result, the Company issued 946,323 and 2,839,743 shares of common stock for the three and nine months ended September 30, 2017 , respectively. The Company has no warrants outstanding as of September 30, 2017 . Convertible Note Interest The interest expense components of the Company’s convertible notes are as follows (net of capitalized interest amounts): Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016 (In thousands) 2016 Notes: Amortization of the discount on the liability component (1) $ 2,132 $ 6,300 Cash interest related to the contractual interest coupon (2) 892 2,671 Total $ 3,024 $ 8,971 (1) The amortization of the discount on the liability component of the 2016 Notes is presented net of capitalized interest of $0.1 million and $0.2 million for the three and nine months ended September 30, 2016 , respectively. (2) The cash interest related to the contractual interest coupon on the 2016 Notes is presented net of a minimal amount and $0.1 million of capitalized interest for the three and nine months ended September 30, 2016 , respectively. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2017 | |
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 interest rate borrowings. The Company uses interest rate swap derivative instruments to manage earnings and cash flow exposure resulting from changes in interest rates. These interest rate swaps apply a fixed interest rate on a portion of our expected LIBOR-indexed floating-rate borrowings. The Company held the following interest rate swaps as of September 30, 2017 (amounts in thousands): Hedged Item Current Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Floating Rate Estimated Fair Value Assets (Liabilities) Term Loan A $ 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month BBA LIBOR $ 540 Term Loan A 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month BBA LIBOR 525 Term Loan A 50,000 July 12, 2016 December 31, 2016 June 30, 2019 0.825 % 1-month USD LIBOR 654 Term Loan A 50,000 February 6, 2017 June 30, 2017 June 30, 2020 1.834 % 3-month USD LIBOR (68 ) Term Loan A 100,000 February 6, 2017 June 30, 2017 June 30, 2020 1.652 % 1-month USD LIBOR 120 Term Loan A 100,000 March 27, 2017 December 31, 2017 June 30, 2021 1.971 % 1-month USD LIBOR (476 ) Total interested rate derivatives designated as cash flow hedge $ 400,000 $ 1,295 The Company designated these derivative instruments as cash flow hedges. The Company records the effective portion of the 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 affected earnings, at which point the effective portion of any gain or loss is 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. 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 is 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 September 30, 2017 and December 31, 2016 : Fair Value as of Location on Balance Sheet (1) : September 30, 2017 December 31, 2016 (In thousands) Derivatives designated as hedges — Assets: Interest rate swap — Prepaid expenses and other current assets (2) $ 825 $ 242 Interest rate swap — Other assets (2) $ 1,654 1,629 $ 2,479 $ 1,871 Derivatives designated as hedges — Liabilities: Interest rate swap — Accrued expenses and other current liabilities (2) $ 1,184 $ — (1) The Company classifies derivative assets and liabilities as non-current based on the cash flows expected to be incurred within the following 12 months. (2) At September 30, 2017 and December 31, 2016 , the notional amounts related to the Company’s interest rate swaps were $400.0 million and $150.0 million , respectively. There is no expected reduction in this notional amount in the next twelve months. The following presents the effect of derivative instruments designated as cash flow hedges on the accompanying condensed consolidated statement of operations during the three and nine months ended September 30, 2017 and 2016 : Balance in AOCI Beginning of Quarter Amount of Gain Recognized in AOCI- Effective Portion Amount of Loss Reclassified from AOCI into Earnings-Effective Portion Balance in AOCI End of Quarter Location in Statements of Operations (In thousands) Three Months Ended September 30, 2017 Interest rate swap $ 935 $ 297 $ (63 ) $ 1,295 Interest (expense) $ 935 $ 297 $ (63 ) $ 1,295 Three Months Ended September 30, 2016 Interest rate swap $ (602 ) $ 618 $ — $ 16 Interest (expense) $ (602 ) $ 618 $ — $ 16 Balance in AOCI Beginning of Year Amount of (Loss) Gain Recognized in AOCI- Effective Portion Amount of Loss Reclassified from AOCI into Earnings-Effective Portion Balance in AOCI End of Quarter Location in Statements of Operations (In thousands) Nine Months Ended September 30, 2017 Interest rate swap $ 1,871 $ (618 ) $ (42 ) $ 1,295 Interest (expense) $ 1,871 $ (618 ) $ (42 ) $ 1,295 Nine Months Ended September 30, 2016 Interest rate swap $ — $ 16 — $ 16 Interest (expense) $ — $ 16 $ — $ 16 The Company recognized no gains or losses resulting from ineffectiveness of cash flow hedges during the three and nine months ended September 30, 2017 and 2016 . The Company expects a minimal amount of pre-tax income recorded in AOCI related to interest rate hedges to be reclassified to earnings in the next twelve months. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION As of September 30, 2017 , the Company had stock options, restricted stock awards, performance stock units, contract stock awards and restricted stock unit awards outstanding under two plans, 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 three to four years from the date of grant for officers and employees, and within a year from date of grant for directors and generally expire eight years from the grant date for employees, and from eight 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 September 30, 2017 , there were approximately $4.6 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 three years . There were 186,853 stock options granted during the nine months ended September 30, 2017 . Awards of Restricted Stock and Performance Stock Performance stock and restricted 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 awards on a straight-line basis over the requisite service period. As of September 30, 2017 , there were approximately $23.0 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 347,590 restricted stock awards and 133,333 performance shares during the nine months ended September 30, 2017 . 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 | 9 Months Ended |
Sep. 30, 2017 | |
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | |
TREASURY STOCK | TREASURY STOCK On October 25, 2016, the Board of Directors terminated its October 2014 authorization for the repurchase of its outstanding common stock and authorized management to repurchase up to $150.0 million of its outstanding common stock through December 2018. Shares may be repurchased either in the open market or in privately negotiated transactions. As of September 30, 2017 , there remained $150.0 million available for repurchase under this authorization. As part of the conversion of the 2016 Convertible Notes, the Company received 2.9 million shares of common stock from the exercise of call options with hedge participants. The shares of common stock received from the exercise of the call options are held as treasury stock, and there were 2.9 million shares of treasury stock outstanding as of September 30, 2017 and December 31, 2016 , with a cost of $121.8 million and $123.1 million , respectively, at a weighted average of $41.77 and $41.78 per share, respectively. There were no cash treasury stock repurchases during the nine months ended September 30, 2017 or 2016 . |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table provides a summary of the Company's effective tax rate: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Reported tax rate 2.3 % 19.4 % (27.6 )% 15.7 % The Company’s effective income tax rates for the three months ended September 30, 2017 and 2016 were 2.3% and 19.4% , respectively. For the three months ended September 30, 2017 , the primary drivers of the lower tax rate are lower income before income taxes compared to the same period in 2016 , the jurisdictional mix of income before tax in U.S.-based operations relative to foreign operations, offset by a decrease of $0.4 million in excess tax benefits from stock-based compensation compared to the same period in 2016. The change in jurisdictional mix of income primarily results from significant acquisition and integration costs incurred in the U.S. in 2017. The tax rate for the three months ended September 30, 2016 included a benefit of $0.2 million related to the release of uncertain tax positions . The Company's effective income tax rates for the nine months ended September 30, 2017 and 2016 were (27.6)% and 15.7% , respectively. For the nine months ended September 30, 2017 , the primary drivers of the lower tax rate are lower income before income taxes compared to the same period in 2016 , the jurisdictional mix of income before tax in U.S.-based operations relative to foreign operations, and an increase of $3.7 million in excess tax benefits from stock-based compensation for the nine months ended September 30, 2017 . The change in jurisdictional mix of income results primarily from significant acquisition and integration costs incurred in the U.S. in 2017. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE Basic and diluted net income per share was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In thousands, except per share amounts) Basic net income per share: Net income $ 3,159 $ 20,144 $ 20,388 $ 46,316 Weighted average common shares outstanding 78,186 74,534 76,387 74,286 Basic net income per common share $ 0.04 $ 0.27 $ 0.27 $ 0.62 Diluted net income per share: Net income $ 3,159 $ 20,144 $ 20,388 $ 46,316 Weighted average common shares outstanding — Basic 78,186 74,534 76,387 74,286 Effect of dilutive securities: 2016 Convertible notes — 3,176 — 2,256 Warrants 158 2,012 1,295 974 Stock options and restricted stock 1,111 1,310 1,291 1,288 Weighted average common shares for diluted earnings per share 79,455 81,032 78,973 78,804 Diluted net income per common share $ 0.04 $ 0.25 $ 0.26 $ 0.59 Shares of common stock of approximately 0.3 million and 0.4 million at September 30, 2017 and 2016 , respectively, that are issuable through the exercise of dilutive securities were not included in the computation of diluted net income per share because their effect would have been antidilutive. For the three and nine months ended September 30, 2017 and 2016 the potential excess conversion value on warrants was included in the Company's dilutive share calculation because the average stock price for the three and nine months ended September 30, 2017 and 2016 exceeded the conversion price. For the three and nine months ended September 30, 2016 the potential excess conversion value on the 2016 Notes were included in the Company's dilutive share calculation because the average stock price for the three and nine months ended September 30, 2016 exceeded the conversion price. Restricted and performance units that entitle the holders to approximately 0.5 million shares of common stock are included in the basic and diluted weighted average shares outstanding calculation because no further consideration is due related to the issuance of the underlying common shares. |
COMPREHENSIVE INCOME
COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
COMPREHENSIVE INCOME | COMPREHENSIVE INCOME Comprehensive income was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In thousands) Net income $ 3,159 $ 20,144 $ 20,388 $ 46,316 Foreign currency translation adjustment 10,175 2,914 33,724 7,589 Change in unrealized gain (loss) on derivatives, net of tax 207 354 (331 ) 9 Pension liability adjustment, net of tax (7 ) (2 ) (22 ) (6 ) Comprehensive income, net $ 13,534 $ 23,410 $ 53,759 $ 53,908 Changes in Accumulated Other Comprehensive Income by component between December 31, 2016 and September 30, 2017 are presented in the table below, net of tax: Cash Flow Hedges Defined Benefit Pension Items Foreign Currency Items Short-term Investment Total (In thousands) Beginning balance $ 1,071 $ (36 ) $ (58,189 ) — $ (57,154 ) Other comprehensive (loss) income (290 ) (22 ) 33,724 (3,019 ) 30,393 Amounts reclassified from accumulated other comprehensive income (41 ) — — 3,019 2,978 Net current-period other comprehensive (loss) income (331 ) (22 ) 33,724 — 33,371 Ending balance $ 740 $ (58 ) $ (24,465 ) $ — $ (23,783 ) For the nine months ended September 30, 2017 , the Company reclassified a minimal amount and $ 3 million from AOCI to interest expense and other expenses, respectively. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION The Company internally manages two global reportable segments and reports the results of its businesses to its chief operating decision maker. The two reportable segments and their activities are described below. • The Specialty Surgical Solutions segment includes (i) the Neurosurgery business, which sells a full line of products for neurosurgery and neuro critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment and (ii) the precision tools and instruments business, which sells more than 60,000 instrument patterns and surgical and lighting products to hospitals, surgery centers, and dental, podiatry, and veterinary offices. • The Orthopedics and Tissue Technologies segment includes such offerings as skin repair, advanced wound care, amniotic tissue, bone and joint fixation implants in the upper and lower extremities, bone grafts and nerve and tendon repair. The Corporate and other category includes (i) various legal, finance, information systems, executive, and human resource functions, (ii) brand management, and (iii) share-based compensation costs. 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 nine months ended September 30, 2017 and 2016 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In thousands) Segment Net Sales Specialty Surgical Solutions $ 164,760 $ 159,409 $ 480,907 $ 468,767 Orthopedics and Tissue Technologies 114,074 90,923 338,727 267,644 Total revenues $ 278,834 $ 250,332 $ 819,634 $ 736,411 Segment Profit Specialty Surgical Solutions $ 68,289 $ 67,148 $ 198,242 $ 188,126 Orthopedics and Tissue Technologies 30,411 27,727 88,500 74,027 Segment profit 98,700 94,875 286,742 262,153 Amortization (5,456 ) (3,467) (14,976) (10,410) Corporate and other (82,602 ) (61,313 ) (234,180) (177,173 ) Operating income $ 10,642 $ 30,095 $ 37,586 $ 74,570 The Company does not allocate any assets to the reportable segments. No asset information is reported to the chief operating decision maker and disclosed in the financial information for each segment. The Company attributes revenues to geographic areas based on the location of the customer. Total revenue by major geographic area consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In thousands) United States $ 213,685 $ 194,346 $ 634,047 $ 567,103 Europe 32,609 28,553 93,924 89,623 Rest of World 32,540 27,433 91,663 79,685 Total Revenues $ 278,834 $ 250,332 $ 819,634 $ 736,411 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
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 it sells. 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. TEI, acquired by Integra on July 17, 2015, manufactures a bovine-derived surgical mesh product for Boston Scientific Corporation ("BSC") and has been named as a defendant in lawsuits under a broad range of products liability theories, many of which have not been served on TEI. As of September 30, 2017 , only ten active cases remained against TEI. Pursuant to an indemnification agreement with BSC (i) BSC is managing the litigation; and (ii) TEI has in place a product liability insurance policy, of which it must exhaust $3.0 million before BSC’s indemnity begins to cover relevant claims (and of which only a small portion has been utilized to date and against which the insurer has reserved the entire $3.0 million ). Because the thrust of products liability litigation focuses on synthetic surgical mesh products, counsel is filing motions to dismiss on behalf of TEI in many cases. In addition, Integra has certain protections in the merger agreements with TEI which would indemnify it for approximately $30.0 million for the first fifteen months after closing and between $20.0 and $30.0 million for the remainder of the three -year period after closing for losses relating to a variety of matters, including half of certain products liability claims (including those related to the product it manufactures for BSC) not covered by insurance. As of October 26, 2017 , no indemnification payments were received nor owed in relation to the lawsuits. 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 associated with loss contingencies as incurred with outside counsel as a selling, general and administrative expense in the consolidated statements of operations. Contingent Consideration The Company determined the fair value of contingent consideration during the nine -month period ended September 30, 2017 and 2016 to reflect the change in estimate, additions, payments, transfers and the time value of money during the period. A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the nine months ended September 30, 2017 and 2016 is as follows (in thousands): Nine Months Ended September 30, 2017 Contingent Considerations Liabilities Related to Acquisition of Derma Sciences ( See Note 2 ) Contingent Consideration Liability Related to Acquisition of Confluent Surgical, Inc. Location in Financial Statements Short-term Long-term Short-term Long-term Balance as of January 1, 2017 $ — $ — $ — $ 22,036 Additions from acquisition of Derma Sciences 33,707 3,467 — — Transfers from long-term to current portion 2,193 (2,193 ) 21,312 (21,312 ) Payments (31,346 ) — — (Gain) loss from change in fair value of contingent consideration liabilities (2,421 ) 82 — 148 Selling, general and administrative Balance as of September 30, 2017 $ 2,133 $ 1,356 $ 21,312 $ 872 Nine Months Ended September 30, 2016 Contingent Consideration Liability Related to Acquisition of Confluent Surgical, Inc. Location in Financial Statements Long-term Balance as of January 1, 2016 $ 21,831 Loss from change in fair value of contingent consideration liabilities 74 Selling, general and administrative Balance as of September 30, 2016 $ 21,905 On January 15, 2014, the Company acquired all outstanding shares of Confluent Surgical, Inc., ("Confluent Surgical"). The purchase price includes contingent consideration. 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 fair values of contingent consideration related to the acquisition of Confluent Surgical were estimated using a discounted cash flow model using discount rate of 2.2% . The Company assesses these assumptions on an ongoing basis as additional information affecting the assumptions is obtained. The contingent consideration balance was included in accrued expenses and other current liabilities and other liabilities at September 30, 2017 and in other liabilities at September 30, 2016 . Supply Agreement Liability and Above Market Supply Agreement Liability On January 15, 2014, the Company entered into a transitional supply agreement with Covidien Group S.a.r.l ("Covidien"). This agreement contains financial incentives to 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 in each of the following three years. The Company determined the fair value of its supply agreement liability and above market supply agreement liability with Covidien during the nine -month period ended September 30, 2017 and 2016 to reflect the payments, change in estimate and the time value of money during the period. A reconciliation of the opening balances to the closing balances of these Level 3 measurements is as follows (in thousands): Nine Months Ended September 30, 2017 Supply Agreement Liability - Short-term Above Market Supply Agreement Liability - Short-term Above Market Supply Agreement Liability - Long-term Location in Financial Statements Balance as of January 1, 2017 $ 166 $ — $ 2,648 Payments (166 ) (415 ) Transfer from long-term to current portion — 3,216 (3,216 ) Loss from increase in fair value — (352 ) 1,040 Selling, general and administrative Balance as of September 30, 2017 $ — $ 2,864 $ 57 Nine Months Ended September 30, 2016 Supply Agreement Liability - Short-term Supply Agreement Liability - Long-term Above Market Supply Agreement Liability - Long-term Location in Financial Statements Balance as of January 1, 2016 $ 1,991 $ 161 $ 931 Payments (1,500 ) — Transfer from long-term to current portion 161 (161 ) — Loss from increase in fair value 13 — 1,009 Selling, general and administrative Other — — 681 Goodwill Balance as of September 30, 2016 $ 665 $ — $ 2,621 The fair values of supply agreement liability and above market supply agreement liability were estimated using a discounted cash flow model using a discount rate of 12.0% . The Company assesses these assumptions on an ongoing basis as additional information impacting the assumptions is obtained. The supply agreement liability - short-term and above market supply agreement liability - short-term were included in accrued expenses and other current liabilities and the supply agreement - long-term and above market supply agreement liability - long-term were included in other liabilities at September 30, 2017 and December 31, 2016 . There are no transfers between level 1, 2 or 3 during the nine months ended September 30, 2017 and 2016 . If the Company's estimate regarding the fair value of its contingent consideration liabilities, supply agreement liability and above market supply agreement liability are inaccurate, a future adjustment to these estimated fair values may be required which could change significantly. BioD On April 7, 2017, the Company's indirect wholly-owned subsidiary, BioD filed an action in the Superior Court of New Jersey, Chancery Division, Middlesex County seeking a declaration that the resignation of Russell Olsen, the former CEO of BioD, was “for Good Reason” (as defined in Olsen’s employment agreement); a finding that Olsen breached the implied covenant of good faith and fair dealing, committed legal fraud, equitable fraud and negligent misrepresentation; and an award of damages for such actions, including a return of severance fees paid to Olsen. BioD was acquired in August 2016 by Derma Sciences, which Integra subsequently acquired in February 2017. After receiving a job offer from Integra that Olsen believed materially diminished his title and authority, on February 24, 2017 Olsen indicated his intention to terminate his position with BioD for Good Reason, as otherwise permitted by his employment agreement with BioD. Shortly thereafter, Cynthia Weatherly (as representative of the former equity owners of BioD) claimed in a letter to Derma Sciences that Olsen’s resignation was a “termination Without Cause” (as also defined in Olsen’s employment agreement), which would arguably trigger an acceleration of the earn out under a merger agreement between Derma Sciences, BioD and other parties (the "BioD Merger Agreement"), which was entered into in July 2016, and require as a result of the acceleration the payment of $26.5 million by BioD. As previously disclosed and described in Note 2 - Business Acquisition , to the Company's consolidated financial statements for the three and nine months ended September 30, 2017, Integra assumed this contingent liability in connection with its acquisition of Derma Sciences. The action for a declaratory judgment was filed to clarify that Olsen’s termination was for Good Reason and not Without Cause. If the employment agreement was terminated for Good Reason, then the Company believes that the earn out provision under the BioD Merger Agreement should not be accelerated and the likelihood of loss is remote. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Johnson & Johnson's Codman Neurosurgery Business On October 2, 2017, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Codman Acquisition was completed. Under the terms of the Purchase Agreement, the Company paid an aggregate purchase price of $1.014 billion , subject to adjustments set forth in the Purchase Agreement relating to the book value of inventory transferred to the Company at the closing of the Codman Acquisition, the book value of certain inventory retained by DePuy Synthes will be transferred to the Company in the future along with certain prepaid taxes. To facilitate the completion of the Codman Acquisition, the Company drew $700.0 million from the Term Loan A-1 compnent of the Senior Credit Facility and used cash available as of September 30, 2017 . The Codman Acquisition will be accounted for using the acquisition method of business combination under ASC 805, Business Combinations. The initial accounting for the business combination is incomplete due to the timing of the acquisition, therefore, the Company is unable to disclose certain information required by ASC 805. The Company will provide preliminary purchase price allocation information in the Company's Annual Report on Form 10-K for year ending December 31, 2017 Divestiture to Natus On October 6, 2017, upon the terms and subject to the conditions set forth in the Divestiture Agreement (see Note 1 - Basis of Presentation ), the Divestiture was completed and Natus paid an aggregate purchase price of $46.4 million . The assets sold to Natus pursuant to the Divestiture Agreement are related to the Company’s intracranial pressure monitoring and U.S. fixed pressure valve shunt systems businesses along with certain assets related to the Codman U.S. dural graft implant, external ventricular drainage catheter and cerebrospinal fluid collection systems businesses that the Company purchased from DePuy Synthes on October 2, 2017. A portion of the proceeds from the Divestiture of $36.4 million were used to settle a portion of the revolving credit component of the Senior Credit Facility. Cross-Currency Rate Swap On October 2, 2017, the Company entered into cross currency swap agreements to convert a notional amount of $300.0 million equivalent to 291.2 million of Swiss Franc ("CHF") denominated intercompany loans into U.S. dollars. The CHF denominated intercompany loans were the result of the purchase of intellectual property by a subsidiary in Switzerland as part of the Codman Acquisition. The objective of these cross-currency swaps is to reduce volatility of earnings and cash flows associated with changes in the foreign currency exchange rate. Under the terms of these contracts, which have been designated as cash flow hedges, the Company will make interest payments in Swiss Francs and receive interest in U.S. dollars. Upon the maturity of these contracts, the Company will pay the principal amount of the loans in Swiss Francs and receive U.S. dollars from the counterparties. The following table summarizes the cross-currency swaps entered on October 2, 2017: Effective Date Termination Date Fixed Rate Aggregate Notional Amount (amounts in thousands) Pay CHF October 2, 2017 October 2, 2020 1.75% CHF 97,065 Receive U.S.$ 4.38% $ 100,000 Pay CHF October 2, 2017 October 2, 2021 1.85% CHF 48,532 Receive U.S.$ 4.46% $ 50,000 Pay CHF October 2, 2017 October 2, 2022 1.95% CHF 145,598 Receive U.S.$ 4.52% $ 150,000 |
BASIS OF PRESENTATION (Policies
BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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 will become effective for all annual periods and interim reporting periods beginning after December 15, 2017. The Company will adopt this standard on January 1, 2018. The Company expects to apply the full retrospective method of adoption. The Company is progressing with the implementation and continues to evaluate the impact of the standard’s revenue recognition model on business processes, accounting systems, controls and financial statement disclosures. The Company has reviewed a sample of contracts with customers and does not expect the adoption of Accounting Standard Update ("ASU") 2014-09 to have a material impact on the amount or timing of revenues recognized. That said, the Company’s initial conclusion could change as the implementation is finalized. In July 2015, the FASB issued Update No. 2015-11, Simplifying the Measurement of Inventory . The amendment requires an entity to measure inventory that is within the scope of this amendment at the lower of cost and net realizable value. Existing impairment models will continue to be used for inventories that are accounted for using the last-in first-out (“LIFO”) method. The ASU requires prospective adoption for inventory measurements for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years for public business entities. Early adoption was permitted. The Company adopted ASU 2015-11 as of January 1, 2017 on a prospective basis, and there was no significant impact of this guidance on its consolidated financial statements. In February 2016, the FASB issued Update No. 2016-02, Leases (Topic 842) . Under current accounting guidance, an entity is not required to report operating leases on the balance sheet. The amendment requires that lessees recognize virtually all of their leases on the balance sheet by recording a right-of-use asset and lease liability (other than leases that meet the definition of a "short-term lease"). This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2018. The new standard must be adopted using a modified retrospective transition. Early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its financial statements. In August 2016, the FASB issued Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments . The guidance addresses the classification of cash flows related to debt repayment or extinguishment costs, settlement of zero-coupon debt instruments or debt instruments with coupon rates that are insignificant in relation to the effective interest rate of the borrowing, contingent consideration payments made after business combination, proceeds from the settlement of insurance claims and corporate-owned life insurance, distribution received from equity method investees and beneficial interest in securitization transaction. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2016-15 to have a material impact on its consolidated financial statements. In October 2016, the FASB issued Update No. 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. The guidance requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized as current period income tax expense or benefit and removes the requirement to defer and amortize the consolidated tax consequences of intra-entity transfers. The new standard will be effective for all annual periods beginning after December 15, 2017. The Company does not expect the adoption of ASU 2016-16 to have a material impact on its consolidated financial statements. In January 2017, the FASB issued Update No. 2017-01, Business Combinations . The standard provides guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The guidance provides a screen to determine when an integrated set of assets and activities (a “set”) does not qualify to be a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in an identifiable asset or a group of similar identifiable assets, the set of assets and activities is not a business. If the screen is not met, the guidance requires a set of assets and activities to be considered a business and to include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs and removes the evaluation as to whether a market participant could replace the missing elements. The new standard will be effective for all annual periods beginning after December 15, 2017. Early adoption is permitted. The Company elected to early adopt ASU 2017-01 effective January 1, 2017. The implementation of the amended guidance did not have any material impact on the Company's consolidated financial statements. In January 2017, the FASB issued Update 2017-04, Simplifying the Test for Goodwill Impairment . The standard eliminates the second step in the goodwill impairment test, which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity should recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill allocated to the reporting unit. The standard is effective for annual and interim goodwill impairment tests conducted in fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company elected to early adopt ASU 2017-04 effective January 1, 2017 and applied the new guidance in its annual assessment in the third quarter of 2017. The Company performed its annual goodwill impairment assessment as of July 31, 2017. The Company elected to perform a qualitative analysis for its reporting units. The Company determined, after performing the qualitative analysis, that there was no evidence that it is more likely than not that the fair value of any identified reporting unit was less than the carrying amount, and therefore, it was not necessary to perform quantitative analysis for any reporting units. In May 2017, the FASB issued ASU 2017-09, Stock Compensation (Topic 718): Scope of Modification Accounting . The update to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation-Stock Compensation, to a change to the terms or conditions of a share-based payment award. The new standard will be effective for all annual periods beginning after December 15, 2017. Early adoption is permitted. The Company does not expect the adoption of ASU 2017-09 to have a material impact on its consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities . This update amends the hedge accounting rules to simplify the application of hedge accounting guidance and better portray the economic results of risk management activities in the financial statements. The guidance expands the ability to hedge nonfinancial and financial risk components, reduces complexity in fair value hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, as well as eases certain hedge effectiveness assessment requirements. This update will become effective for all annual periods and interim reporting periods beginning after December 15, 2018. Early adoption is permitted. The Company is in the process of evaluating the impact of this standard on its financial statements. There are no other recently issued accounting pronouncements that are expected to have a material effect on the Company's financial position, results of operations or cash flows. |
BASIS OF PRESENTATION (Tables)
BASIS OF PRESENTATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Assets and Liabilities Held For Sale | Assets and liabilities held for sale consisted of the following as of September 30, 2017 (amounts in thousands): Inventories $ 7,957 Property, plant and equipment, net 883 Goodwill 2,861 Total assets held for sale $ 11,701 Deferred revenue $ 909 Accrued compensation 197 Total liabilities held for sale $ 1,106 |
BUSINESS ACQUISITION (Tables)
BUSINESS ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following summarizes the preliminary allocation of the purchase price as of September 30, 2017 based on the fair value of the assets acquired and liabilities assumed: Preliminary Purchase Price Allocation (Dollars in thousands) Cash and cash equivalents $ 49 Accounts receivables 279 Property, plant and equipment 3 Intangible assets: Wtd. Avg. Life: Completed technology 4,707 13 Years Goodwill 641 Total assets acquired 5,679 Accounts payable 13 Accrued expenses and other current liabilities 65 Other liabilities 234 Net assets acquired $ 5,367 The following summarizes the preliminary allocation of the purchase price as of September 30, 2017 based on the fair value of the assets acquired and liabilities assumed: Preliminary Purchase Price Allocation (Dollars in thousands) Cash and cash equivalents $ 16,512 Short-term investments 19,238 Accounts receivable 8,949 Inventory 17,977 Prepaid expenses and other current assets 4,369 Property, plant and equipment 4,311 Intangible assets: Wtd. Avg. Life: Customer relationship 78,300 14 years Trademarks/brand names 13,500 15 years Completed technology 11,600 14 years Non-compete agreement 280 1 year Goodwill 70,424 Deferred tax assets 17,865 Other assets 101 Total assets acquired 263,426 Accounts payable 4,560 Accrued expenses and other current liabilities 7,409 Contingent liability 37,174 Other liabilities 3,805 Net assets acquired $ 210,478 |
Pro Forma Information | 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. Three Months Ended September 30, 2016 Nine Months Ended September 30, 2017 2016 (In thousands, except per share amounts) Total revenue $ 272,427 $ 832,710 $ 792,672 Net income $ 18,318 $ 24,091 $ 32,180 Basic income per share $ 0.25 $ 0.32 $ 0.43 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory, Net [Abstract] | |
Schedule of Inventory, Net | Inventories, net consisted of the following: September 30, 2017 December 31, 2016 (In thousands) Finished goods $ 136,729 $ 127,973 Work in process 47,257 50,043 Raw materials 48,354 39,247 $ 232,340 $ 217,263 |
GOODWILL AND OTHER INTANGIBLE24
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes In Carrying Amount Of Goodwill | Changes in the carrying amount of goodwill for the nine -month period ended September 30, 2017 were as follows: Specialty Surgical Solutions Orthopedics and Tissue Technologies Total (In thousands) Goodwill at December 31, 2016 $ 284,358 $ 226,213 $ 510,571 Derma Sciences acquisition — 70,424 70,424 TGX Medical acquisition 641 — 641 Transfer to assets held for sale (2,861 ) — (2,861 ) Foreign currency translation 4,400 4,768 9,168 Balance, September 30, 2017 $ 286,538 $ 301,405 $ 587,943 |
Components of Company's Identifiable Intangible Assets | The components of the Company’s identifiable intangible assets were as follows: September 30, 2017 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Completed technology 17 years $ 492,380 $ (114,996 ) $ 377,384 Customer relationships 13 years 234,020 (88,944 ) 145,076 Trademarks/brand names 28 years 105,690 (22,336 ) 83,354 Supplier relationships 27 years 34,721 (14,735 ) 19,986 All other (1) 5 years 11,675 (3,423 ) 8,252 $ 878,486 $ (244,434 ) $ 634,052 December 31, 2016 Weighted Average Life Cost Accumulated Amortization Net (Dollars in thousands) Completed technology 17 years $ 479,964 $ (94,991 ) $ 384,973 Customer relationships 12 years 152,335 (77,005 ) 75,330 Trademarks/brand names 30 years 90,507 (19,158 ) 71,349 Supplier relationships 27 years 34,721 (13,664 ) 21,057 All other (1) 5 years 10,806 (2,340 ) 8,466 $ 768,333 $ (207,158 ) $ 561,175 (1) At September 30, 2017 and December 31, 2016 , all other included in-process research and development ("IPR&D") of $1.0 million in both periods, which was indefinite-lived. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | In connection with the March 2017 Amendment, the Company’s maximum consolidated total leverage ratio in the financial covenants was increased to the following: Fiscal Quarter Maximum Consolidated Total Leverage Ratio December 31, 2016 through before the first fiscal quarter after the delayed draw date of Term Loan A-1 4.50 : 1.00 First fiscal quarter ended after the delayed draw date of Term Loan A-1 through September 30, 2018 5.50 : 1.00 October 1, 2018 through September 30, 2019 5.00 : 1.00 October 1, 2019 through September 30, 2020 4.50 : 1.00 October 1, 2020 and thereafter 4.00 : 1.00 |
Schedule of Maturities of Long-term Debt | Contractual repayments of the Term Loan A will begin March 31, 2018 and are due as follows: Year Ended December 31, Principal Repayment (In thousands) 2017 — 2018 25,000 2019 25,000 2020 37,500 2021 412,500 $ 500,000 |
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 September 30, 2016 Nine Months Ended September 30, 2016 (In thousands) 2016 Notes: Amortization of the discount on the liability component (1) $ 2,132 $ 6,300 Cash interest related to the contractual interest coupon (2) 892 2,671 Total $ 3,024 $ 8,971 (1) The amortization of the discount on the liability component of the 2016 Notes is presented net of capitalized interest of $0.1 million and $0.2 million for the three and nine months ended September 30, 2016 , respectively. (2) The cash interest related to the contractual interest coupon on the 2016 Notes is presented net of a minimal amount and $0.1 million of capitalized interest for the three and nine months ended September 30, 2016 , respectively. |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The Company held the following interest rate swaps as of September 30, 2017 (amounts in thousands): Hedged Item Current Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Floating Rate Estimated Fair Value Assets (Liabilities) Term Loan A $ 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month BBA LIBOR $ 540 Term Loan A 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month BBA LIBOR 525 Term Loan A 50,000 July 12, 2016 December 31, 2016 June 30, 2019 0.825 % 1-month USD LIBOR 654 Term Loan A 50,000 February 6, 2017 June 30, 2017 June 30, 2020 1.834 % 3-month USD LIBOR (68 ) Term Loan A 100,000 February 6, 2017 June 30, 2017 June 30, 2020 1.652 % 1-month USD LIBOR 120 Term Loan A 100,000 March 27, 2017 December 31, 2017 June 30, 2021 1.971 % 1-month USD LIBOR (476 ) Total interested rate derivatives designated as cash flow hedge $ 400,000 $ 1,295 The following table summarizes the cross-currency swaps entered on October 2, 2017: Effective Date Termination Date Fixed Rate Aggregate Notional Amount (amounts in thousands) Pay CHF October 2, 2017 October 2, 2020 1.75% CHF 97,065 Receive U.S.$ 4.38% $ 100,000 Pay CHF October 2, 2017 October 2, 2021 1.85% CHF 48,532 Receive U.S.$ 4.46% $ 50,000 Pay CHF October 2, 2017 October 2, 2022 1.95% CHF 145,598 Receive U.S.$ 4.52% $ 150,000 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The following table summarizes the fair value and presentation for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016 : Fair Value as of Location on Balance Sheet (1) : September 30, 2017 December 31, 2016 (In thousands) Derivatives designated as hedges — Assets: Interest rate swap — Prepaid expenses and other current assets (2) $ 825 $ 242 Interest rate swap — Other assets (2) $ 1,654 1,629 $ 2,479 $ 1,871 Derivatives designated as hedges — Liabilities: Interest rate swap — Accrued expenses and other current liabilities (2) $ 1,184 $ — (1) The Company classifies derivative assets and liabilities as non-current based on the cash flows expected to be incurred within the following 12 months. (2) At September 30, 2017 and December 31, 2016 , the notional amounts related to the Company’s interest rate swaps were $400.0 million and $150.0 million , respectively. There is no expected reduction in this notional amount in the next twelve months. |
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 statement of operations during the three and nine months ended September 30, 2017 and 2016 : Balance in AOCI Beginning of Quarter Amount of Gain Recognized in AOCI- Effective Portion Amount of Loss Reclassified from AOCI into Earnings-Effective Portion Balance in AOCI End of Quarter Location in Statements of Operations (In thousands) Three Months Ended September 30, 2017 Interest rate swap $ 935 $ 297 $ (63 ) $ 1,295 Interest (expense) $ 935 $ 297 $ (63 ) $ 1,295 Three Months Ended September 30, 2016 Interest rate swap $ (602 ) $ 618 $ — $ 16 Interest (expense) $ (602 ) $ 618 $ — $ 16 Balance in AOCI Beginning of Year Amount of (Loss) Gain Recognized in AOCI- Effective Portion Amount of Loss Reclassified from AOCI into Earnings-Effective Portion Balance in AOCI End of Quarter Location in Statements of Operations (In thousands) Nine Months Ended September 30, 2017 Interest rate swap $ 1,871 $ (618 ) $ (42 ) $ 1,295 Interest (expense) $ 1,871 $ (618 ) $ (42 ) $ 1,295 Nine Months Ended September 30, 2016 Interest rate swap $ — $ 16 — $ 16 Interest (expense) $ — $ 16 $ — $ 16 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Reported tax rate 2.3 % 19.4 % (27.6 )% 15.7 % |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | Basic and diluted net income per share was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In thousands, except per share amounts) Basic net income per share: Net income $ 3,159 $ 20,144 $ 20,388 $ 46,316 Weighted average common shares outstanding 78,186 74,534 76,387 74,286 Basic net income per common share $ 0.04 $ 0.27 $ 0.27 $ 0.62 Diluted net income per share: Net income $ 3,159 $ 20,144 $ 20,388 $ 46,316 Weighted average common shares outstanding — Basic 78,186 74,534 76,387 74,286 Effect of dilutive securities: 2016 Convertible notes — 3,176 — 2,256 Warrants 158 2,012 1,295 974 Stock options and restricted stock 1,111 1,310 1,291 1,288 Weighted average common shares for diluted earnings per share 79,455 81,032 78,973 78,804 Diluted net income per common share $ 0.04 $ 0.25 $ 0.26 $ 0.59 |
COMPREHENSIVE INCOME (Tables)
COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Schedule of Comprehensive Income | Comprehensive income was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In thousands) Net income $ 3,159 $ 20,144 $ 20,388 $ 46,316 Foreign currency translation adjustment 10,175 2,914 33,724 7,589 Change in unrealized gain (loss) on derivatives, net of tax 207 354 (331 ) 9 Pension liability adjustment, net of tax (7 ) (2 ) (22 ) (6 ) Comprehensive income, net $ 13,534 $ 23,410 $ 53,759 $ 53,908 |
Schedule of Changes in Accumulated Other Comprehensive Income by Component | Changes in Accumulated Other Comprehensive Income by component between December 31, 2016 and September 30, 2017 are presented in the table below, net of tax: Cash Flow Hedges Defined Benefit Pension Items Foreign Currency Items Short-term Investment Total (In thousands) Beginning balance $ 1,071 $ (36 ) $ (58,189 ) — $ (57,154 ) Other comprehensive (loss) income (290 ) (22 ) 33,724 (3,019 ) 30,393 Amounts reclassified from accumulated other comprehensive income (41 ) — — 3,019 2,978 Net current-period other comprehensive (loss) income (331 ) (22 ) 33,724 — 33,371 Ending balance $ 740 $ (58 ) $ (24,465 ) $ — $ (23,783 ) |
SEGMENT AND GEOGRAPHIC INFORM30
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Total Revenue By Major Geographic Area | Net sales and profit by reportable segment for the three and nine months ended September 30, 2017 and 2016 are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In thousands) Segment Net Sales Specialty Surgical Solutions $ 164,760 $ 159,409 $ 480,907 $ 468,767 Orthopedics and Tissue Technologies 114,074 90,923 338,727 267,644 Total revenues $ 278,834 $ 250,332 $ 819,634 $ 736,411 Segment Profit Specialty Surgical Solutions $ 68,289 $ 67,148 $ 198,242 $ 188,126 Orthopedics and Tissue Technologies 30,411 27,727 88,500 74,027 Segment profit 98,700 94,875 286,742 262,153 Amortization (5,456 ) (3,467) (14,976) (10,410) Corporate and other (82,602 ) (61,313 ) (234,180) (177,173 ) Operating income $ 10,642 $ 30,095 $ 37,586 $ 74,570 The Company does not allocate any assets to the reportable segments. No asset information is reported to the chief operating decision maker and disclosed in the financial information for each segment. The Company attributes revenues to geographic areas based on the location of the customer. Total revenue by major geographic area consisted of the following: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 (In thousands) United States $ 213,685 $ 194,346 $ 634,047 $ 567,103 Europe 32,609 28,553 93,924 89,623 Rest of World 32,540 27,433 91,663 79,685 Total Revenues $ 278,834 $ 250,332 $ 819,634 $ 736,411 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contingent Consideration | A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the nine months ended September 30, 2017 and 2016 is as follows (in thousands): Nine Months Ended September 30, 2017 Contingent Considerations Liabilities Related to Acquisition of Derma Sciences ( See Note 2 ) Contingent Consideration Liability Related to Acquisition of Confluent Surgical, Inc. Location in Financial Statements Short-term Long-term Short-term Long-term Balance as of January 1, 2017 $ — $ — $ — $ 22,036 Additions from acquisition of Derma Sciences 33,707 3,467 — — Transfers from long-term to current portion 2,193 (2,193 ) 21,312 (21,312 ) Payments (31,346 ) — — (Gain) loss from change in fair value of contingent consideration liabilities (2,421 ) 82 — 148 Selling, general and administrative Balance as of September 30, 2017 $ 2,133 $ 1,356 $ 21,312 $ 872 Nine Months Ended September 30, 2016 Contingent Consideration Liability Related to Acquisition of Confluent Surgical, Inc. Location in Financial Statements Long-term Balance as of January 1, 2016 $ 21,831 Loss from change in fair value of contingent consideration liabilities 74 Selling, general and administrative Balance as of September 30, 2016 $ 21,905 A reconciliation of the opening balances to the closing balances of these Level 3 measurements is as follows (in thousands): Nine Months Ended September 30, 2017 Supply Agreement Liability - Short-term Above Market Supply Agreement Liability - Short-term Above Market Supply Agreement Liability - Long-term Location in Financial Statements Balance as of January 1, 2017 $ 166 $ — $ 2,648 Payments (166 ) (415 ) Transfer from long-term to current portion — 3,216 (3,216 ) Loss from increase in fair value — (352 ) 1,040 Selling, general and administrative Balance as of September 30, 2017 $ — $ 2,864 $ 57 Nine Months Ended September 30, 2016 Supply Agreement Liability - Short-term Supply Agreement Liability - Long-term Above Market Supply Agreement Liability - Long-term Location in Financial Statements Balance as of January 1, 2016 $ 1,991 $ 161 $ 931 Payments (1,500 ) — Transfer from long-term to current portion 161 (161 ) — Loss from increase in fair value 13 — 1,009 Selling, general and administrative Other — — 681 Goodwill Balance as of September 30, 2016 $ 665 $ — $ 2,621 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Schedule of Interest Rate Swaps | The Company held the following interest rate swaps as of September 30, 2017 (amounts in thousands): Hedged Item Current Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Floating Rate Estimated Fair Value Assets (Liabilities) Term Loan A $ 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month BBA LIBOR $ 540 Term Loan A 50,000 June 22, 2016 December 31, 2016 June 30, 2019 1.062 % 3-month BBA LIBOR 525 Term Loan A 50,000 July 12, 2016 December 31, 2016 June 30, 2019 0.825 % 1-month USD LIBOR 654 Term Loan A 50,000 February 6, 2017 June 30, 2017 June 30, 2020 1.834 % 3-month USD LIBOR (68 ) Term Loan A 100,000 February 6, 2017 June 30, 2017 June 30, 2020 1.652 % 1-month USD LIBOR 120 Term Loan A 100,000 March 27, 2017 December 31, 2017 June 30, 2021 1.971 % 1-month USD LIBOR (476 ) Total interested rate derivatives designated as cash flow hedge $ 400,000 $ 1,295 The following table summarizes the cross-currency swaps entered on October 2, 2017: Effective Date Termination Date Fixed Rate Aggregate Notional Amount (amounts in thousands) Pay CHF October 2, 2017 October 2, 2020 1.75% CHF 97,065 Receive U.S.$ 4.38% $ 100,000 Pay CHF October 2, 2017 October 2, 2021 1.85% CHF 48,532 Receive U.S.$ 4.46% $ 50,000 Pay CHF October 2, 2017 October 2, 2022 1.95% CHF 145,598 Receive U.S.$ 4.52% $ 150,000 |
BASIS OF PRESENTATION - Narrati
BASIS OF PRESENTATION - Narrative (Details) | Oct. 02, 2017USD ($) | Dec. 21, 2016$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | Dec. 20, 2016shares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Common stock, authorized shares (in shares) | shares | 240,000,000 | 240,000,000 | 240,000,000 | 240,000,000 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Stock split, conversion ratio | 2 | |||||
Specialty Surgical Solutions | Disposal Group, Held-for-sale | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Losses recognized | $ | $ 0 | $ 0 | ||||
Codman | Subsequent Event | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Purchase price | $ | $ 1,014,000,000 | |||||
Scenario, Previously Reported | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Common stock, authorized shares (in shares) | shares | 60,000,000 |
BASIS OF PRESENTATION - Schedul
BASIS OF PRESENTATION - Schedule of Assets and Liabilities Held For Sale (Details) - Specialty Surgical Solutions - Disposal Group, Held-for-sale $ in Thousands | Sep. 30, 2017USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Inventories | $ 7,957 |
Property, plant and equipment, net | 883 |
Goodwill | 2,861 |
Total assets held for sale | 11,701 |
Deferred revenue | 909 |
Accrued compensation | 197 |
Total liabilities held for sale | $ 1,106 |
BUSINESS ACQUISITION - Narrativ
BUSINESS ACQUISITION - Narrative (Details) - USD ($) $ in Thousands | May 25, 2017 | Apr. 04, 2017 | Feb. 24, 2017 | Aug. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Business Acquisition [Line Items] | |||||||||
Realized loss on sale of short-term investment | $ 2,300 | $ 2,287 | $ 0 | ||||||
Payment for contingent consideration | 4,661 | 0 | |||||||
Change in fair value of contingent consideration | (2,773) | 81 | |||||||
Net income | $ 3,159 | $ 20,144 | 20,388 | $ 46,316 | |||||
Interest Expense, Intangible Asset Amortization, and External Expenses Related to Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Net income | $ 12,500 | ||||||||
Product Concentration Risk | BioD Morselized Amniotic Membrane Based Products | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of revenue to product (less than) | 1.00% | 1.00% | |||||||
Derma Sciences | Interest Expense, Intangible Asset Amortization, and External Expenses Related to Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Net income | $ 2,900 | ||||||||
TGX Medical | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration for acquisition | $ 5,400 | ||||||||
Revenue of acquired company since acquisition | $ 200 | 400 | |||||||
TGX Medical | TGX Medical | |||||||||
Business Acquisition [Line Items] | |||||||||
Additional closing costs incurred | 100 | ||||||||
Derma Sciences | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration for acquisition | $ 210,800 | ||||||||
Revenue of acquired company since acquisition | 24,100 | 58,400 | |||||||
Payment of closing expenses | 4,800 | ||||||||
Settlement of stock compensation plan | 4,300 | ||||||||
Cash payment to former shareholders | $ 201,700 | ||||||||
Preliminary purchase price allocation adjustment | 1,700 | ||||||||
Goodwill purchase price adjustment, cash received from escrow | 300 | ||||||||
Acquired deferred taxes | 17,865 | 17,865 | |||||||
Deferred tax asset, federal net operating loss | 39,700 | 39,700 | |||||||
Deferred tax asset, intangibles | 15,800 | 15,800 | |||||||
Deferred tax asset, various | 700 | 700 | |||||||
Deferred tax liabilities, intangibles | 38,300 | 38,300 | |||||||
Deferred tax liabilities, adjustment to estimated fair value | 1,500 | 1,500 | |||||||
Derma Sciences | BioD Earnout Payments | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue volatility percentage | 13.50% | ||||||||
Fair value inputs, discount rate | 3.00% | ||||||||
Contingent consideration maximum payout | $ 26,500 | ||||||||
Estimated fair value of the remaining portion of the contingent consideration, liability | $ 9,100 | 2,100 | 2,100 | ||||||
Payment for contingent consideration | $ 4,800 | ||||||||
Derma Sciences | Product Payment Contingent Consideration | |||||||||
Business Acquisition [Line Items] | |||||||||
Fair value inputs, discount rate | 2.50% | ||||||||
Contingent consideration maximum payout | $ 29,700 | ||||||||
Estimated fair value of the remaining portion of the contingent consideration, liability | $ 26,800 | ||||||||
Product payment rate | 98.00% | ||||||||
Change in fair value of contingent consideration | $ 900 | ||||||||
Payment for the product payment | $ 26,600 | ||||||||
Derma Sciences | Medihoney Earnout Payments | |||||||||
Business Acquisition [Line Items] | |||||||||
Revenue volatility percentage | 27.50% | ||||||||
Fair value inputs, discount rate | 4.50% | ||||||||
Contingent consideration maximum payout | $ 5,000 | ||||||||
Estimated fair value of the remaining portion of the contingent consideration, liability | $ 1,400 | $ 1,400 | $ 1,400 |
BUSINESS ACQUISITION - Schedule
BUSINESS ACQUISITION - Schedule of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Intangible assets: | ||
Goodwill | $ 587,943 | $ 510,571 |
TGX Medical | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | 49 | |
Accounts receivable | 279 | |
Property, plant and equipment | 3 | |
Intangible assets: | ||
Goodwill | 641 | |
Total assets acquired | 5,679 | |
Accounts payable | 13 | |
Accrued expenses and other current liabilities | 65 | |
Other liabilities | 234 | |
Net assets acquired | 5,367 | |
TGX Medical | Completed technology | ||
Intangible assets: | ||
Intangible assets | $ 4,707 | |
Wtd. Avg. Life | 13 years | |
Derma Sciences | ||
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 16,512 | |
Short-term investments | 19,238 | |
Accounts receivable | 8,949 | |
Inventory | 17,977 | |
Prepaid expenses and other current assets | 4,369 | |
Property, plant and equipment | 4,311 | |
Intangible assets: | ||
Goodwill | 70,424 | |
Deferred tax assets | 17,865 | |
Other assets | 101 | |
Total assets acquired | 263,426 | |
Accounts payable | 4,560 | |
Accrued expenses and other current liabilities | 7,409 | |
Contingent liability | 37,174 | |
Other liabilities | 3,805 | |
Net assets acquired | 210,478 | |
Derma Sciences | Customer relationship | ||
Intangible assets: | ||
Intangible assets | $ 78,300 | |
Wtd. Avg. Life | 14 years | |
Derma Sciences | Trademarks/brand names | ||
Intangible assets: | ||
Intangible assets | $ 13,500 | |
Wtd. Avg. Life | 15 years | |
Derma Sciences | Completed technology | ||
Intangible assets: | ||
Intangible assets | $ 11,600 | |
Wtd. Avg. Life | 14 years | |
Derma Sciences | Non-compete agreement | ||
Intangible assets: | ||
Intangible assets | $ 280 | |
Wtd. Avg. Life | 1 year |
BUSINESS ACQUISITION - Pro Form
BUSINESS ACQUISITION - Pro Forma Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Business Combinations [Abstract] | |||
Total revenue | $ 272,427 | $ 832,710 | $ 792,672 |
Net income | $ 18,318 | $ 24,091 | $ 32,180 |
Basic income per share (in dollars per share) | $ 0.25 | $ 0.32 | $ 0.43 |
INVENTORIES - Schedule of Net I
INVENTORIES - Schedule of Net Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory, Net [Abstract] | ||
Finished goods | $ 136,729 | $ 127,973 |
Work in process | 47,257 | 50,043 |
Raw materials | 48,354 | 39,247 |
Inventories, net | $ 232,340 | $ 217,263 |
GOODWILL AND OTHER INTANGIBLE39
GOODWILL AND OTHER INTANGIBLE ASSETS - Schedule of Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill at December 31, 2016 | $ 510,571 |
Foreign currency translation | 9,168 |
Balance, September 30, 2017 | 587,943 |
Derma Sciences | |
Goodwill [Roll Forward] | |
Derma Sciences acquisition | 70,424 |
TGX Medical acquisition | 70,424 |
Balance, September 30, 2017 | 70,424 |
TGX Medical | |
Goodwill [Roll Forward] | |
Derma Sciences acquisition | 641 |
TGX Medical acquisition | 641 |
Transfer to assets held for sale | (2,861) |
Balance, September 30, 2017 | 641 |
Specialty Surgical Solutions | |
Goodwill [Roll Forward] | |
Goodwill at December 31, 2016 | 284,358 |
Foreign currency translation | 4,400 |
Balance, September 30, 2017 | 286,538 |
Specialty Surgical Solutions | Derma Sciences | |
Goodwill [Roll Forward] | |
Derma Sciences acquisition | 0 |
TGX Medical acquisition | 0 |
Specialty Surgical Solutions | TGX Medical | |
Goodwill [Roll Forward] | |
Derma Sciences acquisition | 641 |
TGX Medical acquisition | 641 |
Transfer to assets held for sale | (2,861) |
Orthopedics and Tissue Technologies | |
Goodwill [Roll Forward] | |
Goodwill at December 31, 2016 | 226,213 |
Foreign currency translation | 4,768 |
Balance, September 30, 2017 | 301,405 |
Orthopedics and Tissue Technologies | Derma Sciences | |
Goodwill [Roll Forward] | |
Derma Sciences acquisition | 70,424 |
TGX Medical acquisition | 70,424 |
Orthopedics and Tissue Technologies | TGX Medical | |
Goodwill [Roll Forward] | |
Derma Sciences acquisition | 0 |
TGX Medical acquisition | 0 |
Transfer to assets held for sale | $ 0 |
GOODWILL AND OTHER INTANGIBLE40
GOODWILL AND OTHER INTANGIBLE ASSETS - Components of Company's Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 878,486 | $ 768,333 |
Accumulated Amortization | (244,434) | (207,158) |
Net | 634,052 | 561,175 |
In Process Research and Development | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Other Indefinite-lived Intangible Assets | $ 1,000 | $ 1,000 |
Completed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 17 years | 17 years |
Cost | $ 492,380 | $ 479,964 |
Accumulated Amortization | (114,996) | (94,991) |
Net | $ 377,384 | $ 384,973 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 13 years | 12 years |
Cost | $ 234,020 | $ 152,335 |
Accumulated Amortization | (88,944) | (77,005) |
Net | $ 145,076 | $ 75,330 |
Trademarks/brand names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 28 years | 30 years |
Cost | $ 105,690 | $ 90,507 |
Accumulated Amortization | (22,336) | (19,158) |
Net | $ 83,354 | $ 71,349 |
Supplier relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 27 years | 27 years |
Cost | $ 34,721 | $ 34,721 |
Accumulated Amortization | (14,735) | (13,664) |
Net | $ 19,986 | $ 21,057 |
All other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 5 years | 5 years |
Cost | $ 11,675 | $ 10,806 |
Accumulated Amortization | (3,423) | (2,340) |
Net | $ 8,252 | $ 8,466 |
GOODWILL AND OTHER INTANGIBLE41
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Goodwill [Line Items] | |||
Non-cash impairment charges | $ 3,290 | $ 0 | |
Annual amortization expense expected to approximate in 2017 | $ 48,400 | 48,400 | |
Annual amortization expense expected to approximate in 2018 | 49,100 | 49,100 | |
Annual amortization expense expected to approximate in 2019 | 49,000 | 49,000 | |
Annual amortization expense expected to approximate in 2020 | 48,900 | 48,900 | |
Annual amortization expense expected to approximate in 2021 | 47,900 | 47,900 | |
Annual amortization expense expected to approximate in 2022 | 44,400 | 44,400 | |
Annual amortization expense expected thereafter | 493,700 | $ 493,700 | |
Tarsus | Orthopedics and Tissue Technologies | |||
Goodwill [Line Items] | |||
Non-cash impairment charges | $ 3,300 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) | Oct. 02, 2017 | Dec. 15, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Mar. 31, 2017 | Mar. 30, 2017 | Jul. 31, 2015 | Jun. 15, 2011 |
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 2,200,000,000 | $ 1,500,000,000 | ||||||||
Borrowings under senior credit facility | $ 571,383,000 | $ 15,000,000 | ||||||||
Stock called during period (in shares) | 2,900,000 | |||||||||
Stock called during period, value | $ 123,100,000 | |||||||||
Treasury stock, average cost per share (in dollars per share) | $ 41.77 | $ 41.78 | ||||||||
Treasury stock | $ 121,800,000 | $ 121,800,000 | $ 123,100,000 | |||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Strike price of the call transaction (in dollars per share) | $ 26.42 | $ 28.72 | ||||||||
Strike price of warrant transactions (in dollars per share) | $ 32.22 | $ 35.03 | ||||||||
Warrants exercised (in shares) | 2,089,802 | 8,707,202 | ||||||||
Stock exercised during the period, exercise of warrants (in shares) | 946,323 | 2,839,743 | ||||||||
Warrants outstanding (in shares) | 0 | 0 | ||||||||
Designated as Hedging Instrument | Cash Flow Hedging | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notional amounts | $ 400,000,000 | $ 400,000,000 | ||||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 1,000,000,000 | |||||||||
Line of credit facility outstanding | $ 671,400,000 | $ 671,400,000 | $ 165,000,000 | |||||||
Weighted average interest rate on debt | 2.90% | 2.90% | 2.20% | |||||||
Revolving Credit Facility | Fair Value, Inputs, Level 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, fair value of amount outstanding | $ 658,700,000 | $ 658,700,000 | ||||||||
Standby Letters of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 60,000,000 | |||||||||
Swingline Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 60,000,000 | |||||||||
Senior Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Cash balance threshold above which excess amount is not subject to any restriction of use or investment | 40,000,000 | 40,000,000 | ||||||||
Incremental financing costs | 1,100,000 | 1,100,000 | ||||||||
Available borrowings under senior secured revolving credit facility | 1,000,000,000 | $ 1,000,000,000 | ||||||||
Senior Credit Facility | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit, commitment fee percentage | 0.15% | |||||||||
Senior Credit Facility | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit, commitment fee percentage | 0.35% | |||||||||
Senior Credit Facility | Eurodollar | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates available to the Company at its option | 1.00% | |||||||||
Senior Credit Facility | Eurodollar | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates available to the Company at its option | 2.00% | |||||||||
Senior Credit Facility | Federal Funds | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates available to the Company at its option | 0.50% | |||||||||
Senior Credit Facility | One Month Eurodollar Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rates available to the Company at its option | 1.00% | |||||||||
Senior Credit Facility | Standby Letters of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility outstanding | 0 | $ 0 | ||||||||
Letters of credit outstanding | 600,000 | 600,000 | $ 600,000 | |||||||
Term Loan A | Designated as Hedging Instrument | Cash Flow Hedging | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Notional amounts | 400,000,000 | 400,000,000 | 150,000,000 | |||||||
Term Loan A | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | 500,000,000 | |||||||||
Line of credit facility outstanding | $ 500,000,000 | $ 500,000,000 | $ 500,000,000 | |||||||
Weighted average interest rate on debt | 2.80% | 2.80% | 2.20% | |||||||
Term Loan A | Secured Debt | Fair Value, Inputs, Level 2 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of credit facility, fair value of amount outstanding | $ 490,000,000 | $ 490,000,000 | ||||||||
Term Loan A-1 | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 700,000,000 | |||||||||
Line of credit facility outstanding | 0 | 0 | ||||||||
Available borrowings under senior secured revolving credit facility | $ 700,000,000 | $ 700,000,000 | ||||||||
Term Loan A-1 | Secured Debt | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Borrowings under senior credit facility | $ 700,000,000 | |||||||||
2016 Convertible Senior Notes | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate on debt | 1.625% | |||||||||
Repayments of convertible debt | $ 227,100,000 | |||||||||
Shares issued during period (in shares) | 2,900,000 | |||||||||
Fair value of stock issued | $ 122,000,000 | |||||||||
Gain (loss) on extinguishment of debt | $ 0 | |||||||||
Debt instrument, principal | $ 230,000,000 |
DEBT - Maximum Total Leverage R
DEBT - Maximum Total Leverage Ratio Table (Details) - Senior Credit Facility | Sep. 30, 2017 |
December 31, 2016 through before the first fiscal quarter after the delayed draw date of Term Loan A-1 | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 4.50 |
First fiscal quarter ended after the delayed draw date of Term Loan A-1 through September 30, 2018 | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 5.50 |
October 1, 2018 through September 30, 2019 | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 5 |
October 1, 2019 through September 30, 2020 | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 4.50 |
October 1, 2020 and thereafter | |
Debt Instrument [Line Items] | |
Maximum Consolidated Total Leverage Ratio | 4 |
DEBT - Contractual Maturity Tab
DEBT - Contractual Maturity Table (Details) - Term Loan A - Secured Debt $ in Thousands | Sep. 30, 2017USD ($) |
Line of Credit Facility [Line Items] | |
2,017 | $ 0 |
2,018 | 25,000 |
2,019 | 25,000 |
2,020 | 37,500 |
2,021 | 412,500 |
Total Principal Repayment | $ 500,000 |
DEBT - Components of Interest E
DEBT - Components of Interest Expense (Details) - 2016 Convertible Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Debt Instrument [Line Items] | ||
Amortization of the discount on the liability component | $ 2,132 | $ 6,300 |
Cash interest related to the contractual interest coupon | 892 | 2,671 |
Total | 3,024 | 8,971 |
Amortization of debt discount, interest costs capitalized | 100 | 200 |
Cash interest related to the contractual interest coupon, net of capitalized interest | $ 0 | $ 100 |
DERIVATIVE INSTRUMENTS - Schedu
DERIVATIVE INSTRUMENTS - Schedule of Derivatives (Details) - Cash Flow Hedging - Designated as Hedging Instrument | Sep. 30, 2017USD ($) |
Derivative [Line Items] | |
Current Notional Amount | $ 400,000,000 |
Estimated Fair Value Assets (Liabilities) | 1,295,000 |
3-month BBA LIBOR | Interest Rate Swap Designated June 22, 2016 Tranche 1 | |
Derivative [Line Items] | |
Current Notional Amount | $ 50,000,000 |
Fixed Interest Rate | 1.062% |
Estimated Fair Value Assets (Liabilities) | $ 540,000 |
3-month BBA LIBOR | Interest Rate Swap Designated June 22, 2016 Tranche 2 | |
Derivative [Line Items] | |
Current Notional Amount | $ 50,000,000 |
Fixed Interest Rate | 1.062% |
Estimated Fair Value Assets (Liabilities) | $ 525,000 |
1-Month USD LIBOR | Interest Rate Swap Designated July 12, 2016 | |
Derivative [Line Items] | |
Current Notional Amount | $ 50,000,000 |
Fixed Interest Rate | 0.825% |
Estimated Fair Value Assets (Liabilities) | $ 654,000 |
1-Month USD LIBOR | Interest Rate Swap Designated February 6, 2017 Tranche 2 | |
Derivative [Line Items] | |
Current Notional Amount | $ 100,000,000 |
Fixed Interest Rate | 1.652% |
Estimated Fair Value Assets (Liabilities) | $ 120,000 |
1-Month USD LIBOR | Interest Rate Swap Designated March 27, 2017 | |
Derivative [Line Items] | |
Current Notional Amount | $ 100,000,000 |
Fixed Interest Rate | 1.971% |
Estimated Fair Value Assets (Liabilities) | $ (476,000) |
3-Month USD LIBOR | Interest Rate Swap Designated February 6, 2017 Tranche 1 | |
Derivative [Line Items] | |
Current Notional Amount | $ 50,000,000 |
Fixed Interest Rate | 1.834% |
Estimated Fair Value Assets (Liabilities) | $ (68,000) |
DERIVATIVE INSTRUMENTS - Fair V
DERIVATIVE INSTRUMENTS - Fair Value of Derivative Instruments By Balance Sheet Location (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Derivatives, Fair Value [Line Items] | ||
Reduction In notional amount of interest rate derivatives In next twelve months | $ 0 | |
Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as hedges — Assets | 2,479,000 | $ 1,871,000 |
Interest Rate Swap | ||
Derivatives, Fair Value [Line Items] | ||
Notional amounts | 400,000,000 | 150,000,000 |
Interest Rate Swap | Designated as Hedging Instrument | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as hedges — Assets | 825,000 | 242,000 |
Interest Rate Swap | Designated as Hedging Instrument | Other assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as hedges — Assets | 1,654,000 | 1,629,000 |
Interest Rate Swap | Designated as Hedging Instrument | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivatives designated as hedges — Liabilities | $ 1,184,000 | $ 0 |
DERIVATIVE INSTRUMENTS - Effect
DERIVATIVE INSTRUMENTS - Effect of Derivative Instruments Designated Cash Flow Hedges on Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments, Gain (Loss) [Roll Forward] | ||||
Balance in AOCI Beginning of Period | $ 935 | $ (602) | $ 1,871 | $ 0 |
Amount of (Loss) Gain Recognized in AOCI- Effective Portion | 297 | 618 | (618) | 16 |
Amount of Loss Reclassified from AOCI into Earnings-Effective Portion | (63) | 0 | (42) | 0 |
Balance in AOCI End of Period | 1,295 | 16 | 1,295 | 16 |
Interest rate swap | Interest (expense) | ||||
Derivative Instruments, Gain (Loss) [Roll Forward] | ||||
Balance in AOCI Beginning of Period | 935 | (602) | 1,871 | 0 |
Amount of (Loss) Gain Recognized in AOCI- Effective Portion | 297 | 618 | (618) | 16 |
Amount of Loss Reclassified from AOCI into Earnings-Effective Portion | (63) | 0 | (42) | 0 |
Balance in AOCI End of Period | $ 1,295 | $ 16 | $ 1,295 | $ 16 |
DERIVATIVE INSTRUMENTS - Narrat
DERIVATIVE INSTRUMENTS - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Net cash flow hedge ineffectiveness gain (loss) | $ 0 | $ 0 | $ 0 | $ 0 |
Pre-tax income recorded in AOCI related to interest rate hedge to be reclassified to earnings in the next twelve months | $ 0 | $ 0 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($)planshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based compensation arrangement by share-based payment award, number of plans | plan | 2 |
Grants in period, net of forfeitures (in shares) | 186,853 |
Requisite service periods of awards, in years | 3 years |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized compensation costs | $ | $ 4.6 |
Weighted-average period for cost recognition, in years | 3 years |
Stock options | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options exercisable, vesting period, in years | 3 years |
Stock options | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options exercisable, vesting period, in years | 4 years |
Stock options | Director | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock options exercisable, vesting period, in years | 1 year |
Stock options | Employee | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period, in years | 8 years |
Stock options | Directors and certain executive officers | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period, in years | 8 years |
Stock options | Directors and certain executive officers | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period, in years | 10 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 | $ | $ 23 |
Weighted-average period for cost recognition, in years | 2 years |
Awards granted during the period (in shares) | 347,590 |
Performance shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Awards granted during the period (in shares) | 133,333 |
TREASURY STOCK - Narrative (Det
TREASURY STOCK - Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Oct. 25, 2016 | |
Treasury Stock Transactions, Excluding Value of Shares Reissued [Abstract] | ||||
Stock repurchase program, authorized amount (up to) | $ 150,000,000 | |||
Amount available for share repurchase under this latest authorization | $ 150,000,000 | |||
Treasury stock (in shares) | 2,900,000 | 2,900,000 | 2,900,000 | |
Treasury stock | $ 121,800,000 | $ 123,100,000 | ||
Treasury stock, average cost per share (in dollars per share) | $ 41.77 | $ 41.78 | ||
Stock repurchased during period (in shares) | 0 | 0 |
INCOME TAXES - Summary of Effec
INCOME TAXES - Summary of Effective Tax Rate (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Reported tax rate | 2.30% | 19.40% | (27.60%) | 15.70% |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective income tax rate | 2.30% | 19.40% | (27.60%) | 15.70% |
Decrease excess tax benefit from stock-based compensation | $ 0.4 | |||
Income tax benefit from release of uncertain tax positions | $ 0.2 | |||
Excess tax benefit from stock-based compensation | $ 3.7 |
NET INCOME PER SHARE - Basic an
NET INCOME PER SHARE - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Basic net income per share: | ||||
Net income | $ 3,159 | $ 20,144 | $ 20,388 | $ 46,316 |
Weighted average common shares outstanding, basic (in shares) | 78,186 | 74,534 | 76,387 | 74,286 |
Net income per share - basic (in dollars per share) | $ 0.04 | $ 0.27 | $ 0.27 | $ 0.62 |
Diluted net income per share: | ||||
Net income | $ 3,159 | $ 20,144 | $ 20,388 | $ 46,316 |
Weighted average common shares outstanding, basic (in shares) | 78,186 | 74,534 | 76,387 | 74,286 |
Effect of dilutive securities: | ||||
2016 Convertible notes (in shares) | 0 | 3,176 | 0 | 2,256 |
Warrants (in shares) | 158 | 2,012 | 1,295 | 974 |
Stock options and restricted stock (in shares) | 1,111 | 1,310 | 1,291 | 1,288 |
Weighted average common shares for diluted earnings per share (in shares) | 79,455 | 81,032 | 78,973 | 78,804 |
Net income per share - diluted (in dollars per share) | $ 0.04 | $ 0.25 | $ 0.26 | $ 0.59 |
NET INCOME PER SHARE - Narrativ
NET INCOME PER SHARE - Narrative (Details) - shares shares in Millions | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Shares excluded from computation as their effect would be anti-dilutive (in shares) | 0.3 | 0.4 |
Restricted Units and Performance Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average number of shares outstanding, basic and diluted (in shares) | 0.5 |
COMPREHENSIVE INCOME - Schedule
COMPREHENSIVE INCOME - Schedule of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Equity [Abstract] | ||||
Net income | $ 3,159 | $ 20,144 | $ 20,388 | $ 46,316 |
Foreign currency translation adjustment | 10,175 | 2,914 | 33,724 | 7,589 |
Change in unrealized gain (loss) on derivatives, net of tax | 207 | 354 | (331) | 9 |
Pension liability adjustment, net of tax | (7) | (2) | (22) | (6) |
Comprehensive income, net | $ 13,534 | $ 23,410 | $ 53,759 | $ 53,908 |
COMPREHENSIVE INCOME - Schedu57
COMPREHENSIVE INCOME - Schedule of Changes in Accumulated Other Comprehensive Income by Component (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | $ 839,667 |
Other comprehensive (loss) income | 30,393 |
Amounts reclassified from accumulated other comprehensive income | 2,978 |
Net current-period other comprehensive (loss) income | 33,371 |
Ending balance | 913,116 |
Cash Flow Hedges | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | 1,071 |
Other comprehensive (loss) income | (290) |
Amounts reclassified from accumulated other comprehensive income | (41) |
Net current-period other comprehensive (loss) income | (331) |
Ending balance | 740 |
Defined Benefit Pension Items | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (36) |
Other comprehensive (loss) income | (22) |
Amounts reclassified from accumulated other comprehensive income | 0 |
Net current-period other comprehensive (loss) income | (22) |
Ending balance | (58) |
Foreign Currency Items | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (58,189) |
Other comprehensive (loss) income | 33,724 |
Amounts reclassified from accumulated other comprehensive income | 0 |
Net current-period other comprehensive (loss) income | 33,724 |
Ending balance | (24,465) |
Short-term Investment | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | 0 |
Other comprehensive (loss) income | (3,019) |
Amounts reclassified from accumulated other comprehensive income | 3,019 |
Net current-period other comprehensive (loss) income | 0 |
Ending balance | 0 |
Total | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Beginning balance | (57,154) |
Ending balance | $ (23,783) |
COMPREHENSIVE INCOME - Narrativ
COMPREHENSIVE INCOME - Narrative (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income | $ 2,978 |
Accumulated Net Investment Gain (Loss) Attributable to Parent | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income | 3,019 |
Interest Expense | Accumulated Net Investment Gain (Loss) Attributable to Parent | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income | 0 |
Other Expense | Accumulated Net Investment Gain (Loss) Attributable to Parent | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Reclassification from accumulated other comprehensive income | $ (3,000) |
SEGMENT AND GEOGRAPHIC INFORM59
SEGMENT AND GEOGRAPHIC INFORMATION - Narrative (Details) | 9 Months Ended |
Sep. 30, 2017Segmentproduct | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 2 |
Specialty Surgical Solutions | |
Segment Reporting Information [Line Items] | |
Number of products offered (more than) | product | 60,000 |
SEGMENT AND GEOGRAPHIC INFORM60
SEGMENT AND GEOGRAPHIC INFORMATION - Net Sales and Profit by Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Net Sales | ||||
Revenues | $ 278,834 | $ 250,332 | $ 819,634 | $ 736,411 |
Segment Profit | ||||
Operating income | 10,642 | 30,095 | 37,586 | 74,570 |
Amortization | (5,456) | (3,467) | (14,976) | (10,410) |
Specialty Surgical Solutions | ||||
Segment Net Sales | ||||
Revenues | 164,760 | 159,409 | 480,907 | 468,767 |
Orthopedics and Tissue Technologies | ||||
Segment Net Sales | ||||
Revenues | 114,074 | 90,923 | 338,727 | 267,644 |
Operating Segments | ||||
Segment Profit | ||||
Operating income | 98,700 | 94,875 | 286,742 | 262,153 |
Operating Segments | Specialty Surgical Solutions | ||||
Segment Profit | ||||
Operating income | 68,289 | 67,148 | 198,242 | 188,126 |
Operating Segments | Orthopedics and Tissue Technologies | ||||
Segment Profit | ||||
Operating income | 30,411 | 27,727 | 88,500 | 74,027 |
Segment Reconciling Items | ||||
Segment Profit | ||||
Amortization | (5,456) | (3,467) | (14,976) | (10,410) |
Corporate and other | ||||
Segment Profit | ||||
Operating income | $ (82,602) | $ (61,313) | $ (234,180) | $ (177,173) |
SEGMENT AND GEOGRAPHIC INFORM61
SEGMENT AND GEOGRAPHIC INFORMATION - Total Revenue by Major Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 278,834 | $ 250,332 | $ 819,634 | $ 736,411 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 213,685 | 194,346 | 634,047 | 567,103 |
Europe | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 32,609 | 28,553 | 93,924 | 89,623 |
Rest of World | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | $ 32,540 | $ 27,433 | $ 91,663 | $ 79,685 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | Feb. 24, 2017USD ($) | Jul. 17, 2015USD ($) | Sep. 30, 2017case | Oct. 26, 2017USD ($) | Jan. 15, 2014USD ($) |
Supply Commitment, Current, Long-Term, and Above Market | |||||
Loss Contingencies [Line Items] | |||||
Fair value inputs, discount rate | 12.00% | ||||
Indemnification period - up to fifteen months after close | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Indemnification payments received | $ 0 | ||||
Indemnification payments owed | $ 0 | ||||
TEI | |||||
Loss Contingencies [Line Items] | |||||
Number of active cases | case | 10 | ||||
Indemnification policy in place | $ 3,000,000 | ||||
TEI | Indemnification period - up to fifteen months after close | |||||
Loss Contingencies [Line Items] | |||||
Maximum indemnification from acquisition | $ 30,000,000 | ||||
Period of indemnification | 15 months | ||||
TEI | Indemnification period - up to 3 years after close | |||||
Loss Contingencies [Line Items] | |||||
Maximum indemnification from acquisition | $ 30,000,000 | ||||
Period of indemnification | 3 years | ||||
Minimum indemnification from acquisition | $ 20,000,000 | ||||
TEI | Third Party Insurer | |||||
Loss Contingencies [Line Items] | |||||
Indemnification policy in place | $ 3,000,000 | ||||
Confluent Surgical, Inc. | |||||
Loss Contingencies [Line Items] | |||||
Contingent consideration range of outcomes, value, high | $ 30,000,000 | ||||
Confluent Surgical, Inc. | Contingent Consideration Liability | |||||
Loss Contingencies [Line Items] | |||||
Fair value inputs, discount rate | 2.20% | ||||
Confluent Surgical, Inc. | Cash Consideration One | |||||
Loss Contingencies [Line Items] | |||||
Contingent consideration range of outcomes, value, high | 25,000,000 | ||||
Confluent Surgical, Inc. | Cash Consideration Two | |||||
Loss Contingencies [Line Items] | |||||
Contingent consideration range of outcomes, value, high | $ 5,000,000 | ||||
Derma Sciences | BioD Earnout Payments | |||||
Loss Contingencies [Line Items] | |||||
Contingent consideration range of outcomes, value, high | $ 26,500,000 | ||||
Fair value inputs, discount rate | 3.00% |
COMMITMENTS AND CONTINGENCIES63
COMMITMENTS AND CONTINGENCIES - Fair Value Contingent Consideration (Details) - Contingent Consideration Liability - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accrued expenses and other short-term liabilities | Derma Sciences | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | $ 0 | |
Additions from acquisition of Derma Sciences | 33,707 | |
Transfers from long-term to current portion | 2,193 | |
Payments | (31,346) | |
Balance, End of Period | 2,133 | |
Accrued expenses and other short-term liabilities | Derma Sciences | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
(Gain) loss from change in fair value of contingent consideration liabilities | (2,421) | |
Accrued expenses and other short-term liabilities | Confluent Surgical, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 0 | |
Additions from acquisition of Derma Sciences | 0 | |
Transfers from long-term to current portion | 21,312 | |
Payments | 0 | |
Balance, End of Period | 21,312 | |
Accrued expenses and other short-term liabilities | Confluent Surgical, Inc. | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
(Gain) loss from change in fair value of contingent consideration liabilities | 0 | |
Other Long-term Liabilities | Derma Sciences | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 0 | |
Additions from acquisition of Derma Sciences | 3,467 | |
Transfers from long-term to current portion | (2,193) | |
Payments | ||
Balance, End of Period | 1,356 | |
Other Long-term Liabilities | Derma Sciences | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
(Gain) loss from change in fair value of contingent consideration liabilities | 82 | |
Other Long-term Liabilities | Confluent Surgical, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 22,036 | $ 21,831 |
Additions from acquisition of Derma Sciences | 0 | |
Transfers from long-term to current portion | (21,312) | |
Payments | 0 | |
Balance, End of Period | 872 | 21,905 |
Other Long-term Liabilities | Confluent Surgical, Inc. | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
(Gain) loss from change in fair value of contingent consideration liabilities | $ 148 | $ 74 |
COMMITTMENTS AND CONTINGENCIES
COMMITTMENTS AND CONTINGENCIES - Fair Value Supply Agreement (Details) - Supply Commitments - Fair Value, Inputs, Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Accrued expenses and other short-term liabilities | Supply Agreement Liability Short-term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | $ 166 | $ 1,991 |
Payments | (166) | (1,500) |
Transfer from long-term to current portion | 0 | 161 |
Balance, End of Period | 0 | 665 |
Accrued expenses and other short-term liabilities | Supply Agreement Liability Short-term | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Loss from increase in fair value | 0 | 13 |
Accrued expenses and other short-term liabilities | Supply Agreement Liability Short-term | Goodwill | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Other | 0 | |
Accrued expenses and other short-term liabilities | Supply Agreement Liability Long-term | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 161 | |
Transfer from long-term to current portion | (161) | |
Balance, End of Period | 0 | |
Accrued expenses and other short-term liabilities | Supply Agreement Liability Long-term | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Loss from increase in fair value | 0 | |
Accrued expenses and other short-term liabilities | Supply Agreement Liability Long-term | Goodwill | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Other | 0 | |
Accrued expenses and other short-term liabilities | Above Market Supply Agreement Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 0 | |
Payments | ||
Transfer from long-term to current portion | 3,216 | |
Balance, End of Period | 2,864 | |
Accrued expenses and other short-term liabilities | Above Market Supply Agreement Liability | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Loss from increase in fair value | (352) | |
Other Long-term Liabilities | Above Market Supply Agreement Liability | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, Beginning of Period | 2,648 | 931 |
Payments | (415) | 0 |
Transfer from long-term to current portion | (3,216) | 0 |
Balance, End of Period | 57 | 2,621 |
Other Long-term Liabilities | Above Market Supply Agreement Liability | Selling, general and administrative | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Loss from increase in fair value | $ 1,040 | 1,009 |
Other Long-term Liabilities | Above Market Supply Agreement Liability | Goodwill | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Other | $ 681 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) SFr in Millions | Oct. 06, 2017USD ($) | Oct. 02, 2017USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Oct. 02, 2017CHF (SFr) |
Derivative [Line Items] | |||||
Borrowings under term loan | $ 571,383,000 | $ 15,000,000 | |||
Subsequent Event | Term Loan A-1 | Secured Debt | |||||
Derivative [Line Items] | |||||
Borrowings under term loan | $ 700,000,000 | ||||
Subsequent Event | Codman | |||||
Derivative [Line Items] | |||||
Purchase price, purchase agreement | 1,014,000,000 | ||||
Subsequent Event | Codman | Cross Currency Interest Rate Contract | Short | |||||
Derivative [Line Items] | |||||
Notional amounts | 300,000,000 | ||||
Subsequent Event | Codman | Cross Currency Interest Rate Contract | Long | |||||
Derivative [Line Items] | |||||
Notional amounts | SFr | SFr 291.2 | ||||
Subsequent Event | Codman | Natus | |||||
Derivative [Line Items] | |||||
Purchase price, divestiture agreement | $ 46,400,000 | ||||
Subsequent Event | Codman | Revolving Credit Facility | Natus | |||||
Derivative [Line Items] | |||||
Settlement of debt | $ 36,400,000 | ||||
Subsequent Event | Codman | Term Loan A-1 | Secured Debt | |||||
Derivative [Line Items] | |||||
Borrowings under term loan | $ 700,000,000 |
SUBSEQUENT EVENTS - Summary of
SUBSEQUENT EVENTS - Summary of Cross Currency Swaps (Details) | Oct. 02, 2017USD ($) | Oct. 02, 2017CHF (SFr) | Sep. 30, 2017USD ($) |
Cash Flow Hedging | Designated as Hedging Instrument | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 400,000,000 | ||
Long | Codman | Cross Currency Interest Rate Contract | Subsequent Event | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | SFr | SFr 291,200,000 | ||
Long | Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Contract | Subsequent Event | Swap One | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | SFr | SFr 97,065,000 | ||
Fixed Rate | 1.75% | 1.75% | |
Long | Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Contract | Subsequent Event | Swap Two | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | SFr | SFr 48,532 | ||
Fixed Rate | 1.85% | 1.85% | |
Long | Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Contract | Subsequent Event | Swap Three | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | SFr | SFr 145,598 | ||
Fixed Rate | 1.95% | 1.95% | |
Short | Codman | Cross Currency Interest Rate Contract | Subsequent Event | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 300,000,000 | ||
Short | Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Contract | Subsequent Event | Swap One | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 100,000,000 | ||
Fixed Rate | 4.38% | 4.38% | |
Short | Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Contract | Subsequent Event | Swap Two | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 50,000,000 | ||
Fixed Rate | 4.46% | 4.46% | |
Short | Cash Flow Hedging | Designated as Hedging Instrument | Codman | Cross Currency Interest Rate Contract | Subsequent Event | Swap Three | |||
Derivative [Line Items] | |||
Aggregate Notional Amount | $ 150,000,000 | ||
Fixed Rate | 4.52% | 4.52% |