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Healthcare - Medical - Devices - NASDAQ - US
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EARNINGS CALL TRANSCRIPT
EARNINGS CALL TRANSCRIPT 2014 - Q3
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Executives

Peter Arduini - President and CEO Glenn Coleman – CFO Angela Steinway - Head of IR.

Analysts

Jon Demchick – Morgan Stanley Larry Eggleston - Wells Fargo Matt Miksic - Piper Jaffray Chris Pasquale – JPMorgan Chase Raj Denhoy – Jefferies & Company Steven Lichtman – Oppenheimer Jason Bedford - Raymond James Glenn Novarro - RBC Capital Markets Matthew Taylor – Barclays Capital Travis Steed – Bank of America Merrill Lynch Bruce Jackson- Lake Street Capital Market.

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

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

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, which grew 15% over the prior year quarter, due to higher sales in each major product category. Continuing strength in skin and wound product sales, which grew 20% year over year, drove the majority of the increase.

The expansion of our sales force and addition of new skin specialists, coupled with the launch of our new thin skin product line, contributed to the growth. We expect to make incremental investments in sales capabilities in this area as we move into 2015.

As we expected, lower extremities had a nice rebound from the second quarter resulting from the rollout of our new total foot system and filling sales territories that were open at the end of the second quarter. We continued to see strong performance from the Premier contract we signed in June.

Sales of our shoulder product line, which was launched earlier in 2014, further contributed to growth in the current quarter and showed a sequential improvement over the second quarter.

New product introductions are a focus for the company and we are excited about the recent introduction of our new Freedom Risk solution, which should contribute to sales growth in the fourth quarter. Our full year sales guidance for U.S extremities remains unchanged, with an increase of high single digits to low double digits.

Moving to the U.S instrument segment, sales decreased about 7% over the prior year quarter, which roughly equaled declines in both acute care and alternate sight channels. As hospital spending on new instrument is still cautious, we believe the market will remain soft through the remainder of 2014.

For the full year, we now expect sales to decrease low to mid-single digits, which is slightly below our previous guidance.

Sales in the U.S Spine and other segment decreased 11% versus the prior year, largely driven by a decrease of 26% in private label, which was consistent with our expectations as the prior year included a strong recovery from the recall. Moving forward, we expect private label sales to be down slightly in the fourth quarter.

Our U.S Spine business declined 3% as compared to the prior year period, with mid-single digit decrease in Spine hardware offsetting a low single digit increase in orthobiologics. This is the fifth consecutive year over year quarterly sales increase in our orthobiologics business.

We are excited about the opportunity and are rolling out new programs to penetrate deeper within our existing customer base, while expanding our sales reach to new users.

In addition, we are focused on innovative new products, which will be highlighted at the North American Spine Society meeting next week, including NanoMetalene, an expandable interbody devices and a new DBM product which Pete will discuss later.

Collectively, these efforts will drive a sequential increase in our spine sales in the fourth quarter and position the spine business for long term success. For the full year, we continue to expect sales for the U.S Spine and other segments to decrease mid-single digits, which is at the low end of our prior guidance range.

In wrapping up our segment discussion, third quarter international revenues increased 6% versus the prior year. That said, it was below our expectations, largely due to unfavorable foreign currency translation, in particular the weakening Euro versus the dollar.

To put this into context, had rate remained constant when we issued our guidance in August, our revenues would have been higher by approximately $1 million or a half a point of growth.

Despite the currency headwinds, we continue to see solid performance in our DuraSeal product line outside the U.S which was the primary driver of growth in the current quarter. In addition, our international skin and wound products continued to perform well, particularly in France and the Middle East.

As we look to the fourth quarter, we expect to see a sequential improvement in our international business due to the release of capital orders in some of our direct markets, awarded government tenders, which will close out and ship, several initial orders from new product registrations and the addition of new distributors.

Longer term, we believe our current strategic plans will enable accelerated growth in the international segment.

We are making increased infrastructure investments in China and Japan to further drive penetration, and with our recently announced MicroFrance acquisition, we see opportunities for international channel and distribution expansion across our complete instruments portfolio.

We are optimistic about our potential to grow our international presence, but would also emphasis that as we make strategic changes in each of these markets where we have a presence, quarter results can fluctuate.

For the full year, based upon the negative impact of the weakening Euro versus the US dollar in our nine months results, we are revising sales for the international segment and expect sales to increase high single digits to low double digits, a decline from our previous guidance of low double digits to mid-teens.

Based upon these revisions, we expect to be at the low end of overall sales guidance range, which is around $920 million for the full year. That translates into the low end of our earnings guidance range as well. Let me now spend a few minutes to walk through the income statement line items.

We are pleased to report a sequential and year over year improvement in both our GAAP and adjusted margins in the third quarter. In the third quarter, GAAP gross margin increased 90 basis points versus the prior year period to 62.6% while adjusted gross margin increased 270 basis points to 67%.

This improvement was mostly driven by a shift in product mix, specifically a higher concentration of sales coming from high margin products such as skin and Dural repair. The improvements in gross margin on a GAAP basis were not as significant as our adjusted gross margins, mainly due to intangible asset amortization from the DuraSeal acquisition.

For the full year 2014, we now expect to be at the high end of our guidance ranges for both GAAP and adjusted gross margin. We expect to report GAAP gross margin around 62% and adjusted gross margin around 66%. In the third quarter, R&D expenses increased over the prior year and accounted for 5.7% of sales.

This planned increase is primarily associated with funding clinical work and product development in extremities and neurosurgery, two areas we believe will be key growth drivers for us long term. We expect R&D spending for the full year to remain at approximately 6% of sales, which is consistent with our prior guidance.

We are excited about the opportunities in our R&D pipeline and look at this as an area to drive long term growth. Moving to SG&A expenses, on a reported basis, our third quarter expenses increased by approximately $10.1 million and 100 basis points as a percentage of sales as compared to the prior year third quarter.

The increased SG&A costs were a result of higher selling headcount and commission expenses primarily in U.S extremities and U.S neurosurgery. Higher expense of about $4 million from our ERP system that went into service in 2014 and costs related to the realignment that was announced earlier this afternoon.

Adjusted SG&A was 43.3% of sales, an improvement of 100 basis points compared to the prior year period, largely due to better leverage of fixed cost offsetting the new expense burden of the ERP system.

For full year 2014, we now expect reported SG&A to be in the range of 47% to 49% of sales, which is up from our prior guidance of 46% to 48%, resulting from expected charges related to the MicroFrance integration and the business realignment we announced today. We continue to expect adjusted SG&A to be between 42% and 44% of sales.

In the third quarter, our adjusted EBITDA margin was 21.5%, up 450 basis points over the prior year period, driven by the aforementioned higher margins and leveraging of our SG&A expenses on higher sales. For 2014, we are expecting approximate $62 million in combined depreciation and intangible asset amortization expense.

We are still evaluating the purchase price accounting for the MicroFrance acquisition, which could impact our projections for amortization expense. Cash interest expense was $4.1 million in the quarter and we expect a total of about $15 million of cash interest expense and approximately $22 million of total interest expense in 2014.

Our reported effective tax rate for the third quarter was 15%. For the full year, we expect our reported tax rate to be between 23% and 24 %, consistent with prior guidance. Our adjusted tax rate was 31.9% as compared to 28% in the prior year third quarter. We continue to expect our adjusted tax rate for the full year to be between 31% and 32%.

Turning to cash flow, we generated over $31 million in operating cash flow in the third quarter. Our capital expenditures were about $9 million during the quarter, resulting in a free cash flow of $22 million and a free cash flow conversion rate of about 89% for the quarter and 34% for the trailing 12 months.

These cash flow metrics are better than our expectations for the current quarter and year-to-date date and we now expect to exceed our full year target of a 10% free cash flow conversion rate.

The increase in free cash flow of $4.7 million over the third quarter of 2013 was largely a result of improved net earnings, working capital and lower capital expenditures, most notably for the ERP system and our new regenerative technology manufacturing facility, both of which are nearing completion.

While our year-to-date free cash flow performance has been better than expected, we are still maintaining our full year operating cash flow guidance of between $60 million and $80 million as we are expecting to have additional cash impacts related to the portfolio realignment activities.

We expect capital expenditure for the year to be between $40 million and $45 million, which is down from our prior guidance of $45 million to $50 million. Let me wrap up by providing an update to our guidance for the final quarter of the year. Consistent with historical trends, we expect both sales and adjusted earnings to be up sequentially.

However, for the reason we’ve discussed in our segment review, we believe we will come in at the low end of both our revenue and earnings guidance range for the full year. I will now turn the call over to Pete who will provide some additional insights into the third quarter as well as provide an update on our strategic initiatives.

Pete?.

Peter Arduini

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 optimization strategy, we are pleased to announce the FDA completed inspection of our manufacturing facility in Anasco, Puerto Rico and found that the company had addressed the issues raised in the warning letter in previous observations.

With the anticipated year end closing of the Andover, UK facility, we are moving beyond the quality issues that occurred over the last several years. Our strategic objective regarding execution is also advancing. As we discussed last quarter, the DuraSeal integration is achieving its targets.

We recently consolidated the DuraSeal U.S sales efforts into our direct neurosurgical sales team. Outside the U.S, we are continuing our efforts to optimize our global footprint with the right mix of direct and distribution structures and also remain confident about the long term growth and competitive positing of our Dura repair franchise.

The intellectual property rights around DuraSeal visualization, which is really the use of color in DuraSeal to distinguish the extent of coverage of the sealant and our clinical data supporting a lower risk of swelling for DuraSeal exact, provide a competitive advantage for us in the marketplace, giving us confidence that we can protect our existing franchise and continue to penetrate the vibrant sealant market.

To close on the quarter, I believe we’re at an important and exciting inflection point. We’ve been thoughtfully executing the strategy we laid out a few years ago. And with the changes announced today, Integra will have a more optimized structure, focused investments and enhanced capabilities to execute consistently and accelerate growth.

With this transition, we are positioning ourselves to drive above market performance in the coming years. With that said, let’s now discuss the prosed spin-off and portfolio alignment details.

Please take a minute and pull up the slide deck we posted on our website and we’ll be starting on page six, I'll give you just a few moments to locate the slides. So on Slide 6, before we get into the details, I want to spend a few moments reviewing the strategy laid out at our October 2012 investor day.

It’s been a productive two years, not without some operational setbacks and the team has been very focused on transforming Integra into a more streamlined and agile company.

The stagey is simple, execute on key initiative that optimize our portfolio and scale the business to enable accelerated growth in focus segments where we can be relevant in tomorrow’s healthcare market. The moves we are making today mark a key milestone in focusing the portfolio and our areas of clinical expertise.

Moving on to Slide 7, we are on track to achieve the initiatives laid out in 2012 and we’ve made significant strides to transform the business and position Integra to win.

As demonstrated on this page, we have a number of examples outlining our progress, success in addressing quality issues, closing several manufacturing sites and entering the final stages of validating our new regenerative technology facility in Plainville, New Jersey.

On the optimization front, we’ve implemented a common ERP system on which 75% of the company is running, and reduced the number of systems from 27 to 13. This initiative will largely be completed by mid-2016. In addition, we committed to making decisions about where to invest our researches going forward and to rationalize our portfolio accordingly.

That decision has been made and we are focusing on three areas, specialty surgical, extremities and wound care. In order to execute on that focus, we are planning to spin off the spine business as an independent company.

Lastly, accelerating growth, we’ve laid the foundation to enable expansion, support a multi-billion dollar business and achieve our five year profitably goals.

We continue to makes strategic accessions that drive Integra’s overall strategy, the DuraSeal transaction in January and the acquisition of Micro-France in October strengthened our foothold in Dura repair and minimally invasive surgical instruments while providing a new access point to surgical ENT.

These additions help solidify the foundation of our business, positioning us better to accelerate growth in specialty surgical solution. As well, we remain focused on new product development, having doubled our annual product launches since 2012. We are especially optimistic about the potential market opportunity for DFU.

Now, I’m proud of the progress that our teams have made but our work is not done. Turning to Slide 8, the transformation continues as evidenced by today’s announcement. We see opportunities to grow in the spine business and believe that the orthobiologics platform will help capture additional market share.

After a thorough and strategic review, which included a range of potential options for this part of our business, we concluded that a spinoff is the best option for our shareholders, employees and customers and will maximize the benefits to both companies; Integra and the new spine company, which will be named SeaSpine.

This form of separation will enable both organizations to grow faster separately than they would together. Both will have strong balance sheets to invest in a full pipeline of organic and inorganic opportunities to accelerate growth.

With good progress in quality initiatives and operational efficiencies, Integra is well positioned to execute this separation and achieve its communicated goals of margin improvement and free cash flow acceleration. This strategic move results in a pure play spine company and a simplified, more focused Integra.

As previously mentioned, we believe both companies will grow faster independently than they would together. Let's go a little deeper into the strategic rationale for the planned spin-off. If you’d now turn to slide 9.The contemplated spin off of the spine business is part of a larger move to realign the Integra portfolio.

Specifically, we’re integrating our current five business divisions into three and following the spin-off, Integra will have a simplified two-division global structure. Neurosurgery and instruments will be combined worldwide to create a new division called Specialty Surgical Solutions.

This will consolidate all of our service based offerings into one division, enabling scale and growth opportunities. Orthopedics and tissues technologies will be consolidated worldwide and will include the extremities business comprised of small bone orthopedics and wound care, along with private label.

A notable change is that we‘ll no longer look at international as a separate reporting segment. Rather, we will run each business globally looking at both domestic international sales. We will continue to invest in and operate an international commercial structure, enabling a consistent approach for our OUS customers.

As mentioned in the press release, Dan Reuvers will continue to lead the international commercial channels. Moving to Slide 10.

The proposed operation will result in an $800 million Integra focused on regenerative technology solutions and complete product portfolios to address the clinical areas of extremities, wound care and specialty surgical, and the new SeaSpine which will be $140 million Company, dedicated to regenerative technology in orthobiologics and a full suite of differentiated spinal hardware implants.

On Slide 11, digging a little deeper into the benefits of the transaction. For Integra, the spinoff will enable the organization to focus on scaling three key areas.

One, specialty surgical solutions, where we enjoy a leading market share in neurosurgery and surgical instruments and where we are creating new growth opportunities such as ENT and services.

Two; wound care, specifically leveraging our leadership position in burns to extend our reach into the broader wound care market where we can take advantage of our differentiated regenerated technologies and channels. For example, we plan to expand into the diabetic foot ulcer market with our new DFU product line.

And three, extremity small bone orthopedics where we‘ll focus resources on optimizing our commercial organization, developing new products, both metal and regenerative technologies and driving successful market share gains. A good example would be the expansion of our shoulder line and the future two piece ankle for the U.S market.

As for the spine business, the new SeaSpine Company will be better positioned to win as a pure play because it can focus on driving sales and investing in and enhancing its R&D pipeline, sales structure and surgeon training.

Because of Integra’s focus on revenue growth and margin expansion, we believe we have invested less in spine compared to our key competitors, thus moderating growth.

While the spine business runs profitably in our hands today, as a separate company the new SeaSpine will have the ability to reinvest a higher portion of margin dollars into growth programs. Moving on to Slide 12, we talked a lot about the fact that both Integra and the new SeaSpine will be leaders in providing regenerative technology solutions.

This was the very foundation upon which Integra was built 25 years ago. Our innovation and result in commercialization has created a sustainable competitive advantage and one that both public companies can continue to leverage in advance as separate entities.

Our Dura repair, skin and wound and orthobiologics products franchise comprise a significant portion of the revenue base and have grown faster than our overall topline. Further, we have market leading positions with differentiated technology and strong pipeline opportunities in each area.

I’m now going to walk through the business overview of Integra in light of this new structure. If you now turn to Slide 14 to the slide titled Spine Overview, the New SeaSpine. Drawing deeper into the spine business, spine is largely U.S focused and split between hardware and orthobiologics.

We see a significant opportunity for the new SeaSpine to capture share in the $5.3 billion market.

The product portfolio offers a complete and market leading orthobiologics franchise, unique interbody devices, differentiated minimally invasive and deformity solutions, and a full line of fixation sets that address the needs of the spine surgeon along the full length of the spine.

Under Slide 15, we announced today that Integra’s board of directors plans to name Kirt Stephenson, former president, CEO and co-founder of the original SeaSpine, to the role of Chairman in the new SeaSpine Company. As well we have engaged Spencer Stuart, an executive search firm, to identify the new president and CEO to lead this new organization.

In addition to the strengths within the existing product portfolio, the new SeaSpine will be able to focus on R&D and commercial activities differently, proving speed to market and thus increasing the impact of new product introductions. We have not concentrated resources on expanding spine in all US markets.

There is a significant opportunities to direct investment internationally, which could have a meaningful impact on topline growth. Finally, the new SeaSpine will be able to invest more of its sales efforts, such as increasing the number of programs to train distributors and surgeons.

These efforts help to capture market share with an existing account as well as to attract new ones. Now, on Slide 16, let’s discuss what Integra will look like in 2015 and we’ll start with the specialty surgical overview.

In terms of specialty surgical solutions, we are focused on leveraging our market leading positions in neurosurgery and instruments to build a strong platform from which to drive sustainable growth.

Our strategy is three pronged and includes, one, expanding our neuro footprint with specialized instrumentation; two, selectively extending our reach into near adjacencies such as ENT, MIS and tissue removal and three, leveraging our strong global distribution channels.

Today’s organization has strong presence in the OR, outpatient surgery centers and the ICU. The sales channel has significant reach with a two tier model of direct reps and specialized product support teams. Further, the business has established relationships with GPOs and IDNs that can be further leveraged with our enterprise selling efforts.

We also have the opportunity to develop a broader services offering in this business area, such as multiyear service contracts and value added programs to help customers optimize their departments. Bob Davis will lead this newly created division. Our second business area on Slide 17, orthopedics and tissues technologies.

Ortho and tissue technologies will include our extremities orthopedics, wound care technologies and our private label business. We currently participate in just a fraction of the $3.5 billion total addressable market and we plan to capture additional share with three focused initiatives. One, new product developments.

Specifically, we are entering the chronic wound market with our DFU indication and we are focused on additional product introductions within our extremities business. Two, investments in our sales force in order to ensure success, including an expanded presence in both wound care and extremities.

Three, focus on clinical evidence in education to drive greater utilization in mind share. This area of our business has a very robust pipeline of organic opportunities for clinical and R&D investments to open up new avenues for growth. Mark Augusti will have global responsibility for this division.

Both of these business areas, specialty surgical solutions and orthopedic and tissue technologies, also have significant business development opportunities for tuck-in acquisitions. I’ll now turn the call back over to Glenn to provide some additional details.

Glenn?.

Glenn Coleman

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

Jon Demchick

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

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

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

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

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

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

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

Larry Eggleston - 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

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

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

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

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

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

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

Matt Miksic - Piper Jaffray

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Jason Bedford - 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

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

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

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

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

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

Glenn Novarro - 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

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

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

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

Okay.

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

Glenn Coleman

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

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

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

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 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

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

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

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

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

Peter Arduini

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

Glenn Coleman

The March period. .

Peter Arduini

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

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

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

Bruce Jackson- Lake Street Capital Market

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

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

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

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

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

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

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..

Operator.

Ladies and gentlemen, this concludes today’s conference. We appreciate your participation..

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