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Integra LifeSciences Holdings Corporation (IART)

Q3 2014 Earnings Call· Tue, Nov 4, 2014

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Transcript

Operator

Operator

Good day, everyone and welcome to the Integra LifeSciences third quarter 2014 financial results and strategic business update. As a reminder, today’s call is being recorded. At this time, I would like to turn the call over to Ms. Angela Steinway, Head of Investor Relations. Please go ahead.

Angela Steinway

Management

Thank you, Keith. Joining me today in Irvine, California are Peter Arduini, President and Chief Executive Officer; and Glenn Coleman, Chief Financial Officer. Earlier this afternoon we issued two press releases, one announcing our third quarter 2014 financial results and updating our full year guidance, and the second announcing our new global portfolio alignment which includes our plan to spin off the Spine business into a separate public company. For the call today, we will be referencing a presentation which can be found on our website, Integralife.com under Investors, Events and Presentations in the file named November third strategic business update. We have a lot to cover today and expect the call to run for 90 minutes so please plan your time accordingly. On Slide 2 of our presentation, you may see our forward-looking statements. The statements made during this call are forward-looking and actual results might differ materially from those projected in any forward-looking statement. Please refer to the current slide and the press releases for the specific risk factors with respect to the business changes we announced today. Additional information concerning factors that could cause actual results to differ is contained in our periodic reports filed with the SEC. The forward-looking statements are made only as of the date hereof and the company undertakes no obligation to update or revise the forward-looking statements. Certain non-GAAP financial measures are disclosed in this presentation. A reconciliation of these non-GAAP financial measures is available on the investors section of our website at integralife.com. Moving to Slide 3 which provides the agenda for today’s call, Glenn will begin by discussing our third quarter financial results and outlook for the remainder of 2014. Then Pete will provide additional business updates from the third quarter. This third quarter discussion is audio only. After that, Pete will move in to today’s presentation to discuss the strategic rationale for the spin-off of the off spine and orthobiologics business, the portfolio realignment and an overview of the business areas and strategy under the new plan structure. Glenn will wrap up by providing a brief overview of the planned separation, closing out our prepared remarks. At that time, we will open up the call for Q&A. given the nature of this announcement, please ask one question and one follow up and then get back in the queue. Thank you for your cooperation. Now I will turn the call over to Glenn.

Glenn Coleman

Management

Thank you, Angela. Starting with the third quarter financial results, our adjusted earnings and free cash flow were both slightly better than expected. I would characterize our topline performance as relatively in line with our expectations, excluding unfavorable foreign currency translation driven by the weakening Euro versus the US dollar. Third quarter sales were once again driven by strength in our worldwide neurosurgery business, which grew 27% or 2% excluding DuraSeal despite the tough comparison due to the DuraGen recovery in the third quarter of last year following the recall. Our global skin and wound franchise increased double digits over the prior year period. So both of these strategically important business areas are performing very well. Let me now provide some additional details for top line results in the third quarter for each of our five reportable segments. Overall, U.S neurosurgery had another solid performance across the portfolio, which led to a 38% sales increase over the third quarter of 2013. On an organic basis, this segment generated a sales increase of 7%, largely driven by strong demand for tissue ablation and neurocritical care capital equipment, each of which increased by double digits year over year. DuraSeal also had another strong quarter and we completed a successful transition of the legacy distribution structure in the US to our direct sales force. We now have a single call point for our Dura repair franchise moving forward. For the full year, we continue to expect sales in the U.S neurosurgery segment to increase between 35% and 40% over the prior year, unchanged from our prior guidance. However, given the strong year-to-date performance, we now expect to be at the higher end of our guidance range for U.S neurosurgery. Another bright spot in the quarter was the performance in our U.S extremities business,…

Peter Arduini

Management

Thanks Glenn and good afternoon everyone. Before I discuss the spin-off of the spine business and the portfolio realignment, let me take a few minutes to talk about our third quarter and year-to-date accomplishments. In the third quarter, we made significant progress on the number of our strategic goals for the company. Last week we announced the closing of the MicroFrance acquisition and the addition of MicroFrance will be able to leverage our sales and distribution channels with a broader set of instruments by adding manufacturing global R&D and European sales, service and repair infrastructure. This acquisition enables international expansion and also broadens growth opportunities in specialty surgical, mainly with ENT instrumentation used in the acute care study. At our investor day meeting in May, we outlined our strategy to increase growth, optimize our business and improve our overall execution. Starting with accelerating our growth, we’re on track to complete the Diabetic Foot Ulcer FDA submission and finalize our publication strategy by the end of this year. We plan on releasing the date of the peer reviewed journal in mid to late 2015. As previously communicated, we anticipate a U.S launch in the middle of 2015. We’ve also made progress in our growth strategy through the launch of a reverse and total shoulder system. With respect to our shoulder launch, we saw acceleration during the third quarter and are continuing to increase our distribution through the end of the year and into 2015. At this year’s North American Spine Society or NASS meeting in San Francisco next week, we’ll be launching our newest orthobiologic implant, an engineered PBM strip that is shaped to accommodate additional graft material and has osteoinductive potential. This, coupled with our market leading portfolio of orthobiologics, positions us well for accelerating growth. With respect to the…

Glenn Coleman

Management

Thanks Pete. If you can please turn to slide 19. With regards to the details of the planned separation, we expect the structure of the transaction and the distribution of the publicly traded stock of SeaSpine to be tax free for Integra shareholders. We have created a program management office and already identified key individuals to lead the project forward to ensure successful completion of all separation activities. Kirt Stephenson, who will be named chairman of SeaSpine when the spin-off is complete, has been heavily involved with his team. There will be typical one time charges related to the separation and we will be providing regular updates to the date of the spin-off. Notably, the transaction will not have a significant impact to Integra’s 2014 adjusted results. We expect both companies to be well capitalized, with strong balance sheets and thus have the flexibility to invest for growth. We are confident that both companies will grow faster separately than together and the transaction should be accretive to the operating margin for Integra. The transaction, which is subject to final approvals and successful filings, is expected to be completed within 12 months. We anticipate filing the registration statement for the new SeaSpine with the SEC after we’ve completed the annual audit for Integra for 2014 and filed the 10-K. At that time, we’ll be prepared to provide additional financial and legal information about SeaSpine and discuss the financial impact on Integra. In closing, we direct your attention to the summary slide. We are excited about the opportunities for both standalone companies and believe these proposed plans enhance value and offer numerous benefits for our customers, our colleagues and our shareholders. The spin-off of SeaSpine and the creation of the specialty surgical solutions and orthopedics and tissue technologies divisions, mark the continuation of our strategy to transform Integra and deliver on our five year plan to improve margins, free cash flow and overall growth. With a simplified structure and a focus that will results from operating two integrated global franchises, Integra will be well positioned to become a multi-billionaire dollar global medical technology company. Thank you all for your patience. We appreciate the fact that we’re announcing a lot of changes and have allowed us some extra time for Q&A. So with that, operator, please open the line for questions.

Operator

Operator

(Operator instructions).We’ll take our first question form David Lewis with Morgan Stanley. Please go ahead.

Jon Demchick

Analyst

Good after. This is actually Jon Demchick in for David. Your analyst day was about I guess six months ago and I guess I was wondering what changed from that point to now because you’ve seen I guess fairly significant changes to the business. I’m just trying to figure out if it’s something externally with the environment or if it’s something just more internally as you went through with more of the planning process to see that this was the most optimized structure moving forward.

Morgan Stanley

Analyst

Good after. This is actually Jon Demchick in for David. Your analyst day was about I guess six months ago and I guess I was wondering what changed from that point to now because you’ve seen I guess fairly significant changes to the business. I’m just trying to figure out if it’s something externally with the environment or if it’s something just more internally as you went through with more of the planning process to see that this was the most optimized structure moving forward.

Peter Arduini

Management

Yes Jon, a good question. As we mentioned even back in our session back in spring, we’ve been really looking at out broader portfolio and we’ve been assessing it for little over of a year at this point in time. Much of it started with taking a look at low hanging fruit such as removing SKUs that are not hitting thresholds that we look at. And we’ve also been broadly having this discussion about with the new health care environment, where we want to put our focus and candidly, our overall resources, both dollars as well as people. One of the main areas that we’ve talked about is that we have three areas in the business that haven’t been at scale, scale becoming more important. And those three areas have been the spine business, our extremities business and our wound care area. And we’ve openly talked about the fact that we believe we’ve got the bandwidth and capabilities to really and grow two of those very well. And so we’ve been going through a process to think this through for quite some time. And as we looked at this as well, we believe that the spine business is a standalone operation being measured primarily on its ability to grow revenues and being a profitable entity, we’ll be able to invest significantly more of that profit into growth initiatives and in many cases then meet most of those criteria that we’ve laid out.

Jon Demchick

Analyst

Thank you. That’s very helpful. The follow up that I had I guess was more on the thought process of bringing international in. I guess I’ll split back out in between the two segments. I think I recall a few years ago that I guess international was more I guess looped under the segment was well and I thought the reason for separating it was because that was going to be the way to focus more on international and drive growth. A similar question, what changed in that environment that you think that international is better to be I guess served in each of the individual verticals?

Morgan Stanley

Analyst

Thank you. That’s very helpful. The follow up that I had I guess was more on the thought process of bringing international in. I guess I’ll split back out in between the two segments. I think I recall a few years ago that I guess international was more I guess looped under the segment was well and I thought the reason for separating it was because that was going to be the way to focus more on international and drive growth. A similar question, what changed in that environment that you think that international is better to be I guess served in each of the individual verticals?

Peter Arduini

Management

Jon, I would say we’ve always run it, the business with international, the components of it separately, except for when we were very small and it was integrated. And so really since I’ve been in the role we’ve run it as a separate entity. The focus on it is pretty simple. The organization and the infrastructure we have will not change. In fact we are going to invest and add to it. The reason for this is our ability to focus. So part of the change with the divisions is the alignment of the plants to each of the business, the planning organizations, the quality teams. And a big chunk of this is about increasing our speed to market on new products, our speed to react to customers. We are never going to be the biggest player in the market, but we can be one of the most relevant in the market segments that we play and we can move faster than some of our larger competitors. And this move is specifically aligned to do that. And when it comes to international it’s to be able to take the greater resources candidly we have in the U.S and also have them leveraged around the world. That’s really what the intent is that the focus as well to be able to put more energy behind our international expansion plans.

Operator

Operator

We’ll take our next question from Larry Eggleston with Wells Fargo.

Larry Eggleston - Wells Fargo

Analyst · Wells Fargo.

Good afternoon. Thanks for taking the questions. Pete and Glenn, maybe if you could just give us a little bit of color on the topline growth of the Spine business you’re divesting. It’s been probably declining low single digits and the margin profile, it sounds like it’s below the corporate average, so maybe like low-teen operating margin. Is that a fair way to think about it?

Glenn Coleman

Management

Larry, it’s Glenn. Relative to the Spine business, we are not going to provide any specific commentary relative to the topline or even the bottom line. What I’ll tell you is the move we are making today and the transaction is really meant to accelerate and grow both companies faster separately than together. And we do expect to be accretive to the Integra operating margins. The reason why I say that is keep in mind when we report our U.S Spine and other segment, there are other parts of the Spine business that show up in other segment. So we have an international portion of that in our international Spine sales showing up in our international segment. We have private label sales with orthobiologics. So at this point in time we are not in a position to share with you the growth when looking at all of the pieces of that business, other than to say we are moving forward with the spin off in order to accelerate growth to both companies.

Larry Eggleston - Wells Fargo

Analyst · Wells Fargo.

Pete, maybe you can talk about how the divestiture impacts the long term top and bottom line growth goals that you gave at your analyst meeting despite the 7% and the EBITDA target?

Peter Arduini

Management

Larry, without going into specifics, obviously we believe that these are all on line with our longer term plans to help us achieve those overall goals. We think from our capability of our core business to grow within that 5% to 7%, obviously our extremities and our neuro business, those areas. And now when we bring neuro and instruments together to create this specialty surgical group, we think we are going to have actually some new areas to move to. ENT as we’ve talked about before, our growth opportunities that bridge in many cases between neuro and our instruments world. We think we have technologies in other near neighbors. I feel quite good about that. And then look, when it gets to relative to our profitability standpoint, Spine obviously is a question or a part of that, but probably the bigger part about meeting these objectives is a lot of the plans that we’ve implemented. So our facilities plants, the work that we’ve done with sourcing, some of the new products that we are bringing into the market that are driving stronger mix. This quarter our skin business continued to do well. We had a new launch in the product thin skin which drove up the mix. And so all of those things come together to help. I would say the biggest part on this for our plan is really our ability to focus on some key areas to put more energy, more intellectual capital around a smaller set of market segments. I mean at the end of the day, that’s the key thing that will really help us grow.

Larry Eggleston - Wells Fargo

Analyst · Wells Fargo.

Let me just ask one more question and I'll drop. Can you just talk about the thought process behind spinning off spine as opposed to selling it because I think spinning it off it’s a relatively small public company and I would imagine would add some significant public company cost to it, and I'll drop. Thanks.

Peter Arduini

Management

Larry, I think we looked at all types of options. Obviously from obviously keeping it for the long run to looking at different scenarios. But when you take a look at it and particularly other competitors in the marketplace that are of similar size, as you can actually get a good feel how those companies have done, how they have been able to actually put a higher percentage of their profits into growth initiatives, which we could model out and understand that they would drive similar returns for us. We thought it was a clearly the best way to go. When you have distribution structure, you have other types of organizations, the disruption that result in not only when you look at selling a business, when you look at buying certain spine assets, the channel can be fragile. And I think the great part about a spin is that the distribution structure is intact and can be focused on growth, the employee base is intact and can focus on growth. We can actually add more folks and invest. Actually it was actually a pretty easy decision when we stepped back and looked at it. And I would say I don’t think not every segment that we are in, you would consider this same type of input. I think spine is different that way and so it made a spin just a more logical choice when we were all done with the analysis.

Operator

Operator

We’ll take our next question for Matt Miksic with Piper Jaffray

Matt Miksic - Piper Jaffray

Analyst

Thanks for taking my questions. One on the spine business obviously. I just wanted to understand your comments. You’ve made them a couple of times now on the call about the difference in spine and the need to invest in growth. And I'm trying to understand is that cash investment in working capital an instrument to push out the systems and accounts? Or is that something more to what degree that has to do with this unusual split that you have in the spine business which is closer to 50-50 biologics and hardware traditionally and the spine business we’d see more like 75-25 in favor of hardware.

Peter Arduini

Management

Matt, it's Pete. Look, a couple of things. One is there’s a high level question among multiple segments that we have Integra that we’re clearly all running for growth and profitability. Then that obviously has an effect of how much money one can invest in a given business. That’s part of the answer. But the reality of it is I would say we know we have more ideas in R&D, particularly in metal that could be invested in programs that we know would deliver quality result for implants. When it comes to clinical programs, types of specific field based clinical work, we know that that would support and allow us to bring on more distribution and expand our network. Then the last part of it, your question about orthobiologics, fundamentally the orthobiologics piece, I think it does open up that business. We have a private label business that is based on just demineralized bone in orthobiologics. That will be part of the spine business as well and it will enable this company to go after more broader private label customers as well. It’s a little bit of both. I mean there’s some capital, there’s some expense, but the bigger part is about how we believe this company will be viewed on growth that we’ll be able to invest a higher percentage of the profits back into some of those things that I outlined. I don’t know if Glenn if you might want to add a few comments.

Glenn Coleman

Management

Peter, I think you hit on all the relevant topics. Obviously we’re expecting to see some increased investments around sales, distribution and surgeon training would be an area of focus. Also investment outside the U.S, I think that the big opportunity for the spine business really hasn’t been a tap market today and think that there’s opportunity to make additional investments outside the US and really realize some growth there as well. Those would be the other areas I would highlight.

Matt Miksic - Piper Jaffray

Analyst

That’s helpful. It sounds maybe just like focus really basically. It’s just focusing on those growth opportunities. The second questions on extremities, you talked about the strength being driven by skin and some the biologic side of the extremities business that you have. Can you give us a sense of how the metal side is doing or how sort of any sort of dynamics relative to market, procedure trends, anything that would give us a broader unobstructed view of what was a pretty strong quarter, but driven by biologics.

Peter Arduini

Management

Yeah, I would say just to balance the question out, I mean our skin regenerative platform clearly was the strongest leader. But we actually had a nice recovery within our lower extremities portfolio and metal. So we brought in our new foot system we talked about last quarter. We actually increased, filled a few open territories in lower. Those all had a strong impact. And then our upper areas as far as our hand and wrist products all performed well. And I would say across the metal line, there weren’t significant big upswings, but they were all strong performances. And in particular I think the main call out would be we actually had a poor quarter in Q2 relative to lower and that rebounded within Q3. The shoulder continues to be on track for the plans as well. I think Glenn, did I miss any of the points?

Glenn Coleman

Management

No, I mean pretty much across the portfolio as I mentioned in my prepared remarks, we saw a growth in all areas, mid to high single digit growth in most of the hardware areas, especially upper shoulder on track. And again we are expecting to see further increase in shoulder sequentially in the fourth quarter as well to further drive the extremities growth as we get into fourth quarter.

Peter Arduini

Management

I mean really for extremities across the board it was a good quarter. And again on the skin side I think in particular with this introduction of the thin skin product, which is really a first product for us to address the kind of second degree market. Most of our products have been focused on third degree burns. We continue to see strength in that area, as well as the traditional products as we expand. So it was a nice effort and again one of the areas that we’ll continues to focus on and a key growth driver for the company into the future.

Operator

Operator

We will take our next question from Chris Pasquale with JPMorgan. Chris Pasquale – JPMorgan Chase: Thanks. Pete, I don’t think the decision to do something with spine comes as a big surprise given some of your past comments about that business. But how do think about this going forward of the specialty surgical and the ortho and tissue businesses? What are the synergies between those two divisions that you’re realigning into today that makes it better for them to stay together instead of just going a step further here and splitting the company into three distinct pieces?

Peter Arduini

Management

Chris, look I think the first thing is that our regenerative platform, which is our collagen capabilities, the new plan we are building that supports things such Dura repair, it actually has capabilities obviously to do all that. That’s the glue between the two. As I brought in a new Chief Scientific Officer just about a year ago, we’ve got extended focus really on technologies and things that bridge the two of those. Even in our instruments area, we sell certain types of collagen based products into the alternate side market. So there’s actually a pretty good cross fertilization between those two from a technology standpoint. That would be one. And I would say the second part of it is as we actually grow and expand in today’s healthcare world, we are actually making some pretty good strides from an enterprise selling approach and being able to represent different product lines, being able to call on the executive suite and be able to bring those together. We think that with these focus areas where we can be highly relevant and be a leader in these certain areas, that we can bring a lot of value to the combined company. We still very much believe that the diversified model in this new healthcare environment makes a lot of sense, but in that diversified model for us that we need to be relevant in those particular areas. Again that’s the focus that we’ll be going after for the core Integra is to think about it that way. Chris Pasquale – JPMorgan Chase: And adjusting to understand the margin profile of the SeaSpine businesses here, you’re talking about it being spending accretive to operating margin. I would think that at the gross margin line this would be one of your higher margin segments, particularly since you’re keeping the private labor piece. Can you provide any color on how this company is going to look from a margin perspective, how dilutive the transaction might be and particularly once public company expenses are layered on, whether you think that SeaSpine can be profitable on a standalone basis?

Glenn Coleman

Management

Chris, this is Glenn. At this time we are not going to provide any specific financial details of that business. We still have to go through a curve out of the three year financials which will be included as part of the Form 10 roughly in the March timeframe which is when we will be able to better comment on the financial impact of some of the things you are talking about and what the margins of that business look like, what does that business look like standalone with public company cost? We are not at a point in time where we can discuss that. So, going to have to wait for some period of time before we can provide you that information. Chris Pasquale – JPMorgan Chase: Am I right at least that it’s a high gross margin business?

Peter Arduini

Management

Our Spine business has obviously been as any spine business, one of the higher gross margin businesses so those things haven’t fundamentally changed.

Operator

Operator

We’ll take our next question from Raj Denhoy from Jefferies. Raj Denhoy – Jefferies & Company: What if I could ask this one model question? The $920 million to $940 million guidance for the year, does that now include the MicroFrance and Xomed acquisitions? And how much of those are in there, if they are?

Glenn Coleman

Management

Raj, so it’s Glenn. It doesn’t include the MicroFrance acquisition. Just keep in mind it’s two months of results and we are expecting very little revenue, probably around $1 million or so. And the reason why it’s so low is we are working through and making sure we’ve got a smooth transition with our customers. And part of that is entering into a transition services agreement with Medtronic where the inventory that’s currently in the distribution channels will be recognized by Medtronic until it’s sold through. We are not expecting much of a pickup at all for the revenues for that MicroFrance business. And so therefore it’s included in our guidance, but it’s very small. Raj Denhoy – Jefferies & Company: Okay, that’s helpful. Then just on the spine transaction as well, it sounds like there’s some collagen asset or expertise that are going with SeaSpine. You mentioned the private label and you also have some other collagen products as well. And I’m curious if there are actually assets that are being transferred with them or will there be some shared services between the two companies for a period of time?

Peter Arduini

Management

Raj, just to clarify. Maybe you’re using collagen for regenerative. Fundamentally the business that will go with the new SeaSpine is the orthobiologics business, which is primarily demineralized bone, human tissue products and there is some level collagen synthetic parties that will go with that business. All of the other private label as well as collagen based business, skin based business, all of the things that are made out of the collagen metrics will stay with the core Integra. That’s just how we want to think about the definition of the two. Raj Denhoy – Jefferies & Company: Okay. Will there be any continued cross-selling into various products? Will the SeaSpine reps still carry any of the Integra products or it will be a complete split between the two?

Peter Arduini

Management

As you can imagine, it’s still early to determine, but obviously do we expect certain shared services, certain components being made by the mother ship for the company having certain DBMs or access for the extremities business to be able to sell? Yes. I think those are all those things that we would expect that there would be the type of appropriate type of items that are there. Keep in mind the channels are actually quite discrete. The spine business, the orthobiologics is quite separate channel from any of our other channels. So there’s not much overlap, but of course would expect some shared service capabilities between the two. Raj Denhoy – Jefferies & Company: Okay, that’s helpful. and just one last one on the extremities business. There was obviously a large transaction announced between two large competitors there and 28. Any thoughts around how you might benefit from that or if you are seeing anything at all at this point yet?

Peter Arduini

Management

Raj, really no comment. Obviously it only happened just a few days ago. So we haven’t seen much in the market place. They are both strong competitors and we’ll continue to compete with them as we did. There is not much overlap. And so from our perspective, we’ll compete on them with shoulder, we’ll compete in upper; we’ll compete in lower as we always did. I don’t think it really changes the dynamics in the market since there is not much product overlap in the product portfolio.

Operator

Operator

We’ll take our next question from Steven Lichtman with Oppenheimer. Steven Lichtman – Oppenheimer: Hi guys. Pete, just on the new specialty surgical business, will this be an area where your enterprise efforts will be focused looking forward/ Can you talk about how you’ll be able to bundle across that division? You hinted at this earlier, but based upon your discussion with Sea suite so far in enterprise selling effort, how do you see that business being able to pull through maybe extremities in the new Integra?

Peter Arduini

Management

I think that the first part is with the specialty surgical is obviously the ability to have a IDN and a GPO calling or selling organization and then also have clinical sales capabilities that for a subset of certain products that really need detailing. You can get to the doctors. You can get to the executive suite. Many of those products now are all tied in that organization and we can leverage that common group for contracting and capability. That is there. To your point, it does bring our top share businesses all under one roof and actually then allow us to better focus on certain areas. I would just say on enterprise as our strategy has been, it has been to look at all of our different product lines and see where we actually have a strong position in a given IDN and be able to use that to introduce both clinically and also at the Sea suite our other product offerings. Really this alignment into these two divisions is also to put us in a better situation to be more agile and quicker to respond to needs of some of these systems. Again as we look at our competition, the marketplace also increasing in size, our ability to be again focused on certain product areas, but also be more agile is really what this move is all about.

Steven Lichtman - Oppenheimer

Analyst

Great. And then on gross margin, you saw another improvement in the quarter here sequentially. You called out mix as a driver. To what extent are some of the initiatives having an impact yet or is that still more to come in the future quarters?

Peter Arduini

Management

I'll comment and I'll let Glenn as well comment on it. I would say that for the most part we are seeing a good effort related to mix. Now, some of the initiatives we obviously have were on new products and focus. As it relates to some of the cost initiatives, I would say that they are clearly having an impact, but in many cases at this point they are still offsetting other costs that we have within the systems. As we get more of our operational efficiencies and things behind us, we expect for them to have a bigger benefit. I think an example would be with our last two facilities that were transferring, closing down. That will happen at the end of this year and we’ll start seeing some of some benefits going into next year. But at the same time, an initiative such as a new plant, and an ERP system also brings some significant new costs. And so many of these are starting to offset each other and mix in volume growth is really what’s standing out at this point in time.

Glenn Coleman

Management

Just to add to that Pete, I mean obviously very happy with where our margins are. A lot of it had to do with the work that has been done to date around facility consolidations closing, the strategic sourcing programs that we have been doing across the company to optimism spend and so forth. But as we mentioned, as we get into 2015, we are going to have some headwinds. So we are going to need to continue to see operational improvements to offset some of the headwinds. As an example we are excepting about an $8 million increase in costs relative to our new manufacturing faculty in Plainsboro. And we’ve got about $4 million of incremental ERP cost, so in total $12 million next year of incremental cost. The improvements that we are making now, we need to make sure can help offset those headwinds we have next year. Just be a little bit cautious relative to expectations going forward for continuing ramp of our gross margins given some of those items I mentioned. But having said that, we are still low on target for the long term objectives we laid out at the investor meeting. On target for the long term goals, but just be a little bit careful relative to 2015 and how you think about the continuations of our margin expansions.

Operator

Operator

We’ll take our next question from Jason Bedford with Raymond James

Jason Bedford - Raymond James

Analyst · Raymond James

Thanks. Just a couple of quick ones. Glenn, the number that you just mentioned, the $8 million in new manufacturing cost or cost related to the new faculty, are those incremental on top of what we have here in 2014 or is there an offset?

Glenn Coleman

Management

No, they are incremental because keep in mind as we transfer products from our existing facility in Plainsboro to the new facility , we have essentially two facility costs, duplicative costs with the same level of volume for some period of time. And obviously our plans are to ramp up the volumes as we get into the back half of 2015 and 2016. But initially you’re going to have double the cost if you will as we go through that product transfer between our old facility and our new facility. It clearly is incremental for 2015.

Peter Arduini

Management

I would just add, Jason that and you’ve seen some of the locations. Some of the PMA products will take two years plus to transfer. And so this year the Ops team has done actually a very good job. And really our regenerative facility has been all of our locations and getting our yields up and that’s providing some nice tail winds in different quarters here throughout the year. And then as Glenn had commented on, we’ll actually start taking production out of 105, putting it into our new facility 109 and you’ll have two location that are in that capacity. We’ll have some more overhead that’s actually going through cost of goods. That’s really where that $8 million comes into play.

Jason Bedford - Raymond James

Analyst · Raymond James

Got you. Appreciate that. And getting back to an earlier question, Pete, I always thought your Spine business actually benefited from DuraGen. Can you maybe just talk about the interplay between DuraGen and Spine? And I guess do you not think the standalone Spine business will lose a little from the start without having the benefit of the DuraGen asset?

Peter Arduini

Management

I would just say Jason, we’ve always sold really in the last few years DuraGen various separately, separate channel without much overlap. There’s obviously Spine surgeons that will use the product. But we’ve really never had a lot of I would say linked sales or combined sales that way. The distribution networks were always very discrete and there hasn’t been that much overlap. I would not expect to see a lot of impact from that. I think a question might be from enterprise selling is there leverage lost in enterprise selling? There could be. The other option is there’s no reason that from an enterprise selling standpoint our Spine products have choice when we actually take a look at a large deal it won’t be SeaSpine. I think down road as we start doing more and more of these clinical based deals, partnering with other companies is going to be is going to be a way of life. When it comes to Spine or any of those products SeaSpine, would obviously always be our preferred partner.

Operator

Operator

We’ll take our next question from Glenn Novarro with RBC Capital Markets.

Glenn Novarro - RBC Capital Markets

Analyst · RBC Capital Markets.

Pete, I’m just trying to get a sense for the longer term outlook for new Integra. Old Integra your revenue goals were five to seven. I believe EPS goals were low double digits low teens. Just broadly speaking, should we think longer term that once the split occurs the new Integra should be revenue growth of 7%, if not better and earnings maybe mid-teens. Just whatever type of guidance or commentary you want to provide is my first question.

Peter Arduini

Management

Glenn, obviously as you know, we’ll be providing our 2015 guidance in February as we normally do. But I would say again when we laid out our strategy, our five year plan, we’ve taken a look at cost savings and things such as the plants. We’ve looked at optimization, the IT system and how it will change the way we work. Our structure changes, we’re part of that. These two divisions are part of how we’ll run to be more faster and effective. And we’ve always had a portfolio optimization piece as part of our long term plans, figuring out where we are going to put more funds, where we are going to do some things differently. I would say this really gives us increased confidence to achieve our stated top line goals which is the 5% to 7% growth longer term. It increases our overconfidence to get there. Obviously our first goal the next couple of years is to get north of 5%. I think the other aspect is as we’ve looked at our EPS accretion and our growth, to be able to get our EBITDA to 24% over our horizon -- our planning horizon as well as to get our operating margin to north of 20%. We’ve thought about how it would get there. And in many years when we have some upticks, some of that benefit we need to reinvest back in the business. And so having a 10% roughly EPS growth in a plan is something that we’ve thought about having it consistently. Having that is our view. If you think about even going into next year for us outside some of the expenses that Glenn mentioned, we’ve got some really exciting investments that we are going to be entering into as well. We’ll start beginning or building out our channel for DFU for a launch in 2016. We are going to be increasing our investment in the international segment and that’s how we see with more channel investments, more capabilities there, that’s how we see international growth coming. We’ve got a lot of those things in place. And I think really what this does is help actually give us greater confidence that those longer term goals that we’ve laid out we can achieve those. And again when I think about it, our 5% to 7% growth and roughly about 10% EPS growth is something that we are targeting here as even we go into next year because of the combination of the investments. Those are really the two key metrics that we say even with all these moving parts we feel quite good about it that we can achieve.

Glenn Novarro - RBC Capital Markets

Analyst · RBC Capital Markets.

All right, perfect. That’s a great answer. Just one quickly, just next year at some point there’s going to be a separation cost associated with the split. I’m sure at this point you don’t have a feel for what the cost will be, but when you give guidance in January or February will you have a sense and how will you account for it? Will you account it as part of ongoing expenses and earnings or will that be called out as a one timer? Thanks.

Glenn Coleman

Management

Hey, Glenn, this is Glenn. Obviously in our 2014 adjusted earnings and our GAAP earnings, we factored some of those cost fittings in 2014, probably about $2 million to $3 million. That’s one of the reasons why our GAAP guidance is lower. When we get into 2015 on the February call, we’ll give you an update on the rest of the picture relative to how we see those transaction costs being for the rest of the spin off. We will adjust those out of our earnings and be very clear relative to what those charges are. But we are anticipating adjusting those out of our numbers.

Glenn Novarro - RBC Capital Markets

Analyst · RBC Capital Markets.

Okay. One last, MicroFrance, Glenn, did you provide what the contribution would be for 2015?

Glenn Coleman

Management

It’s roughly $0.10 accretion to our earnings per share.

Operator

Operator

We’ll take our next question from Matthew Taylor with Barclays. Matthew Taylor – Barclays Capital: Hi. Thanks for taking the question. I just want to clarify one thing about the spin relative to your longer term margin goals. Can you help us understand what the spin makes easier or more difficult in terms of your ability to pin the margin expansion goal if anything if you can parse that out.

Peter Arduini

Management

Matt I would just say at a high level because obviously as Glenn commented we can’t give you specifics until we get that Form 10 in. But I think from our strategy standpoint, obviously the first part is just focus and the ability to focus on key areas where we believe that we actually have the abilities to leverage the growth at a higher point. More focus on extremities, more focus on wound care. And then there is ability to actually expand into near neighbor adjacencies within specialty surgical. So we mentioned ENT. We actually have some different [blading] technologies. We have some other sealant technologies. There is a lot of interesting areas within there. Again from the plans, it’s really to focus on key areas to enable growth. Relative to our overall expenses in our expense base, I don’t think there’s a large impact from the way I think about it. Most of our plans are tied to our existing business, our spine business, like most orthopedic businesses, we source the hardware. We design it from that stand point. All the other items when you think about, a lot of our big components there are pretty much tied into the core business. Sourcing touches all parts of the business. But again our plans thus far have been pretty well equally distributed amongst the difference segments. The short of it when you ask the question is increased focus, increased confidence in accelerating growth. And then an area where we can focus on higher mix products primarily tied around our collagen base. And the number one is the obvious one which is the launch of the DFU product and the move into wound care just ha a faster growth profile and a higher mix of overall operating margin from our technology. That’s how we think of that at high level. Again I just think it gives us greater confidence to achieve our long term goals. Matthew Taylor – Barclays Capital: Thanks. And I guess with the new structure for new Integra, can you talk about in those businesses that you now have and want to focus on whether you feel like you have the correct scale and the right portfolios to able to meet some of these growth goals or do you need to add things or could we see any more smaller pieces of the spin off?

Peter Arduini

Management

No, I think the structure that we have, we thought a lot about it. It makes a lot of sense. Are there some product families that we may do something different with potentially at a larger level? No. I think this is the key move that we made decisions on. As I stated in the beginning of the Q&A, our wound care business and extremities aren’t at scale. We’ve got great teams in both of those as part of OTT. We’ve got some excellent capabilities in our New Jersey facility and our Austin facility, some really talented folks. This will gives us more opportunities as well to put higher percentage of investments within those businesses. I think the other side is both of those business areas have some significant organic as well as inorganic opportunities for us. We see lots of interesting tuck-in. Those are items that will help us accelerate above the overall top line plan, but from an organic standpoint just focusing on these areas for R&D and clinical investments again gives us greater confidence that we can achieve those goals.

Operator

Operator

(Operator instructions). We’ll take our next question from Bob Hopkins with Bank of America Merrill Lynch. . Travis Steed – Bank of America: This is Travis Steed on for Bob. Can you just try give us a little color on the spine margins? Is it slightly below or materially below your corporate average? Maybe give us a range for where profitability is in the business even if you don’t have the exact financials at this point?

Merrill Lynch

Analyst

This is Travis Steed on for Bob. Can you just try give us a little color on the spine margins? Is it slightly below or materially below your corporate average? Maybe give us a range for where profitability is in the business even if you don’t have the exact financials at this point?

Glenn Coleman

Management

Travis, this is Glenn. The only thing I’m going to say is we expect this to be accretive to the Integra operating margins. So you can interpret that any way you like, but that’s the only thing we’re willing to say at this point in time. Travis Steed – Bank of America: Okay. Did you say how the spin impacts your adjusted free cash flow conversion metrics that you laid out at your Analyst Day?

Merrill Lynch

Analyst

Okay. Did you say how the spin impacts your adjusted free cash flow conversion metrics that you laid out at your Analyst Day?

Glenn Coleman

Management

No, we did not and we are not going to comment any further until we actually file the Form 10.

Peter Arduini

Management

Yeah, Travis. You might catch us soon. We’ll file the Form 10 in …

Glenn Coleman

Management

The March period.

Peter Arduini

Management

March time period and until then we try to give on the presentation as well, curate as much data as we could give, but until that time this will pretty much be the financial detail that we will give until we actually make the filing. Travis Steed – Bank of America: Okay, just one more from me. Last quarter you increased you borrowing capacity by $900 million. You’ve done one small deal since then. Can you just talk a little bit on the current M&A environment?

Merrill Lynch

Analyst

Okay, just one more from me. Last quarter you increased you borrowing capacity by $900 million. You’ve done one small deal since then. Can you just talk a little bit on the current M&A environment?

Peter Arduini

Management

Yeah, sure. We closed we believe a strategic one with which is the MicroFrance deal which opens up the opportunities for ENT. Two thirds of the revenues are outside the United States. It creates a really interesting base for expanding our instrument business. It's small, but quite strategic from that standpoint. I would tell that our prospect pool is as big as it’s ever been. And I think when it comes to instruments, neuro, near neighbor products as well as wound and burn and well as extremities, we’ve got lots of interesting opportunities. We are quite mindful about the size of the deal, they type of deal and the timing of the deal. I would say that you will see us even with this announcement that we’ve made here with the spin, we believe we’ve got the capacity to do also tuck-in deals at the same time and the way we’ve got the business parsed and the way that we’ve got certain things where we feel pretty comfortable with it. I’m very excited now about I would say those areas, particularly the specialty surgical area, the wound care area and the extremities areas for doing inorganic deals. We actually have quite a few things going on. And again from an ability to focus and scale up, this is all part of our strategy to be able to have us focus on those three areas.

Operator

Operator

(Operator instructions). We’ll go next to Bruce Jackson with Lake Street Capital Market.

Bruce Jackson- Lake Street Capital Market

Analyst

Hi, just two quick ones. Getting back to the biologics, so you’ve got the orthobiologic product line and spine right now. Was any of that being sold in the extremity orthopedics group?

Peter Arduini

Management

Yeah, Bruce. There is a small percentage that gets sold into that area. I believe it was Glenn or one of the previous folks asked the question about would there be some ability to potentially have some agreements most likely down the road? We would continue to sell some level of those products via our extremity sales force coming from the new SeaSpine. But the vast majority of these products, north of 85% go through our spine based business and the private label business that’s associated with that too is pretty much all spine focused.

Bruce Jackson- Lake Street Capital Market

Analyst

Okay. Then last question, with the MicroFrance acquisition, the revenues I believe were about $30 million on a $30 million run rate. Do you anticipate being able to get back to that run rate in 2015 or will there be some deterioration in that revenue?

Peter Arduini

Management

Yeah there’s -- well first part there’s a little of deterioration that comes in and some of that is less about the synergies or anything and some of it is that where Medtronic was direct. We are not going to be direct. And so you have a distributor model where we’ll actually pick up a reduced version of actually the sales value because it's not coming all directly through. There’s some of that. We are working through some of the transitioning component now, but we believe that overall that a broader portion of that we’ll be able to holds on to.

Glenn Coleman

Management

Bruce, just to be clear, they guidance we put out there relative to this business was around $27 million to $30 million for 2015 and that would not consider any fluctuations in foreign currency as well. So just keep that in mind as well as you model the 2015 revenues

Operator

Operator

At this time, we have no further questions in the queue. I would like to turn the conference back to Mr. Peter Arduini for any additional and closing remarks.

Peter Arduini

Management

Thank you, Operator. I'd like just to take for everyone on the call just a few moments to reiterate a few of the key message since we covered quite a bit of ground today. One, we reported third quarter financial results in line with our expectations and reiterated our guidance for 2014 will be at the low end of the range for revenues and earnings and above the range for our free cash flow conversion metrics. Two, we announced plans to spin off our spine and orthobiologics business to operate as a standalone public company to be named SeaSpine. We believe both companies will grow faster separately than together. Three, we announced the creation of the specialty surgical solutions and orthopedics and tissue technology divisions and your plans for operating under a simplified and focused organization structure in 2015. The result will be Integra operating in two global business areas once the SeaSpine spine off is complete. Lastly, Integra is on track to achieving its strategic goals. We discussed that quite a bit on the Q&A session. And our margin improvement targets that we laid out at the investor day, we are proud of our progress that the organization has made and we are optimistic and excited about what lies ahead. All of these is really attributed to one thing, our people and I'd like to thank all of my colleagues at Integra. Without their efforts, we would not be in a position to accelerate growth and realize the vision for our company. Thanks for listening and we look forward to seeing many of you at the NASS meeting next week.