EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

News Release

Contacts:

Integra LifeSciences Holdings Corporation

     
John B. Henneman, III
  Investor Relations:
Executive Vice President,
Finance and Administration,
and Chief Financial Officer
(609) 275-0500
jack.henneman@integralife.com
  Angela Steinway


(609) 936-2268
angela.steinway@integralife.com
 
   

Integra LifeSciences Reports Second Quarter 2010 Financial Results

Revenues increase 8% to $179 million

Plainsboro, New Jersey, July 29, 2010 – Integra LifeSciences Holdings Corporation (NASDAQ: IART) today reported its financial results for the second quarter ending June 30, 2010. Total revenues for the second quarter were $178.6 million, reflecting an increase of $12.9 million, or 8%, over the second quarter of 2009. We present revenues by product category in a table at the end of this press release.

“Our second quarter results reflect strong internal growth,” said Stuart Essig, Integra’s President and Chief Executive Officer. “We are heading in to the second half of the year with good momentum.”

The Company reported GAAP net income of $15.2 million, or $0.50 per diluted share, for the second quarter of 2010, compared to GAAP net income of $11.2 million, or $0.38 per diluted share, for the second quarter of 2009.

Adjusted net income for the second quarter of 2010, computed with the adjustments to GAAP reporting set forth in the attached reconciliation, was $20.9 million, or $0.68 per diluted share, compared to $18.3 million, or $0.62 per diluted share, in the second quarter of 2009.

Integra generated $19.4 million in cash flows from operations and used $5.7 million of cash on capital expenditures in the second quarter of 2010. During the quarter, Integra redeemed the remaining $78 million outstanding on its 2.75% senior convertible notes in cash. Integra drew down $75 million on its credit facility to meet this obligation.

Adjusted EBITDA for the second quarter of 2010, computed with the adjustments to GAAP reporting set forth in the attached reconciliation, was $35.5 million, up 2% from the second quarter last year.

Adjusted EBITDA excluding stock-based compensation, computed with the adjustments to GAAP reporting set forth in the attached reconciliation, was $39.2 million.

Changes in foreign currency exchange rates had a negligible impact on revenues for the quarter.

Outlook for 2010

The Company is reiterating its revenue guidance as well as its GAAP and adjusted earnings per share guidance for the full year 2010. The Company continues to anticipate revenues between $715 million and $735 million. The Company is guiding to GAAP earnings per diluted share of between $1.92 and $2.07 and to adjusted earnings per diluted share of between $2.60 and $2.75. In accordance with our usual practice, expectations for financial performance do not include the impact of acquisitions or other strategic corporate transactions that have not yet closed.

In the future, the Company may record, or expects to record, certain additional revenues, gains, expenses or charges (such as acquisition-related charges, facility consolidation, manufacturing and distribution transfer charges, systems integration charges, non-cash interest expense related to the application of authoritative guidance for convertible debt instruments that may be settled in cash upon conversion (“FSP APB 14-1”), and intangible asset amortization) that it will exclude in the calculation of adjusted EBITDA and adjusted earnings per share for historical periods and in providing adjusted earnings per share guidance.

Conference Call

Integra has scheduled a conference call for 8:30 AM ET on Thursday, July 29, 2010 to discuss financial results for the second quarter 2010 and forward-looking financial guidance. Integra’s senior management team will host the conference call, which will be open to all listeners. Additional forward-looking information may be discussed in a question and answer session following the call.

Access to the live call is available by dialing 719-325-2193 and using the passcode 8154044. The call can also be accessed through a webcast via a link provided on the Investor Relations homepage of Integra’s website at www.integralife.com. Access to the replay is available through August 12, 2010 by dialing 719-457-0820 and using the passcode 8154044. The webcast will also be archived on the website.

***

Integra LifeSciences Holdings Corporation, a world leader in regenerative medicine, is a global medical device company dedicated to improving the quality of life for millions of patients every year. Our products are used primarily in orthopedics, neurosurgery and general surgery. Headquartered in Plainsboro, New Jersey, Integra has research and manufacturing facilities throughout the world. For more information, visit www.integralife.com.

This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and reflect the Company’s judgment as of the date of this release. Forward-looking statements include, but are not limited to, statements concerning future financial performance, including projections for revenues, GAAP and adjusted net income, GAAP and adjusted earnings per diluted share, stock-based compensation, non-GAAP adjustments such as acquisition-related charges, non-cash interest expense related to the application of FSP APB 14-1, intangible asset amortization, and income tax expense (benefit) related to non-GAAP adjustments. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted or expected results. Such risks and uncertainties include, but are not limited to: the Company’s ability to maintain relationships with customers of acquired entities; physicians’ willingness to adopt and third-party payors’ willingness to provide reimbursement for the Company’s recently launched and planned products; the Company’s ability to manufacture sufficient quantities of its products to meet its customers’ demand; initiatives launched by the Company’s competitors; the Company’s ability to secure regulatory approval for products in development; fluctuations in hospital spending for capital equipment; the Company’s ability to comply with and obtain approvals for products of human origin and comply with recently enacted regulations regarding products containing materials derived from animal sources; difficulties in controlling expenses, including costs to procure and manufacture our products; the impact of changes in management or staff levels; the Company’s ability to integrate acquired businesses; the Company’s ability to leverage its existing selling organizations and administrative infrastructure; the Company’s ability to increase product sales and gross margins, and control non-product costs; the amount and timing of acquisition and integration related costs; the geographic distribution of where the Company generates its taxable income; the effect of legislation effecting healthcare reform in the United States; the timing and amount of share-based awards granted to employees; fluctuations in foreign currency exchange rates; the amount of our convertible notes and bank borrowings outstanding, and the economic, competitive, governmental, technological and other risk factors and uncertainties identified under the heading “Risk Factors” included in Item 1A of Integra’s Annual Report on Form 10-K for the year ended December 31, 2009 and information contained in subsequent filings with the Securities and Exchange Commission. These 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, whether as a result of new information, future events or otherwise.

Discussion of Adjusted Financial Measures

In addition to our GAAP results, we provide adjusted revenues, adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), adjusted EBITDA excluding stock-based compensation, adjusted net income and adjusted earnings per diluted share. Adjusted revenues consist of growth in total revenues excluding the effects of currency exchange rates on the current period’s revenues. The various measures of adjusted EBITDA consist of GAAP net income, excluding: (i) depreciation and amortization, (ii) other income (expense), net, (iii) interest income and expense, (iv) income taxes, (v) those operating expenses also excluded from adjusted net income and, as appropriate (vi) stock-based compensation expense. The measure of adjusted net income consists of GAAP net income, excluding: (i) acquisition-related charges; (ii) certain employee termination and related costs; (iii) intangible asset impairment charges; (iv) charges associated with discontinued or withdrawn product lines; (v) systems implementation charges; (vi) facility consolidation, manufacturing and distribution transfer charges; (vii) charges related to restructuring our European subsidiaries; (viii) gains and losses related to the early extinguishment of convertible notes; (ix) non-cash interest expense related to the application of FSP APB 14-1; (x) intangible asset amortization expense; (xi) quarterly adjustments to income tax expense/benefit related to the cumulative impact of changes in estimated tax rates and certain infrequently occurring items; and (xii) the income tax expense/benefit related to these adjustments. The adjusted earnings per diluted share measure is calculated by dividing adjusted net income attributable to diluted shares by diluted weighted average shares outstanding. Reconciliations of GAAP revenues to adjusted revenues for the quarter ended June 30, 2010 and GAAP net income to adjusted EBITDA, adjusted EBITDA excluding stock-based compensation and adjusted net income, and GAAP earnings per diluted share to adjusted earnings per diluted share for the quarters ended June 30, 2010 and 2009 appear in the financial tables in this release.

Integra believes that the presentation of adjusted revenues and the various adjusted EBITDA, adjusted net income, and adjusted earnings per diluted share measures provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. For further information regarding why Integra believes that these non-GAAP financial measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the Company’s Current Report on Form 8-K regarding this earnings press release filed today with the Securities and Exchange Commission. This Current Report on Form 8-K is available on the SEC’s website at www.sec.gov or on our website at www.integralife.com.

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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

(In thousands, except per share amounts)

                 
    Three Months Ended
    June 30,
    2010   2009
Total revenues
  $ 178,595     $ 165,725  
Costs and expenses:
               
Cost of product revenues
    64,464       59,805  
Research and development
    11,761       10,302  
Selling, general and administrative
    74,216       68,252  
Intangible asset amortization
    3,575       3,461  
 
               
Total costs and expenses
    154,016       141,820  
Operating income
    24,579       23,905  
Interest income
    52       134  
Interest expense
    (4,300 )     (6,174 )
Other income (expense), net
    763       (481 )
 
               
Income before income taxes
    21,094       17,384  
Income tax expense
    5,937       6,159  
 
               
Net income
    15,157       11,225  
Diluted net income per share *
  $ 0.50     $ 0.38  
 
               
Weighted average common shares
               
outstanding for diluted net
               
income per share
    30,399       29,202  

*   The calculation of earnings per share for common stock shown above excludes the income attributable to the unvested restricted share units from the numerator and excludes the dilutive impact of those units from the denominator.  The authoritative guidance had an insignificant impact (impacts the rounding by $0.01 or less per share) on diluted net income per share for both periods.

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Listed below are the items included in GAAP revenues and GAAP net income that management excludes in computing the adjusted financial measures referred to in the text of this press release and further described under Discussion of Adjusted Financial Measures.

Growth in total revenues excluding the effects of currency exchange rates

(In thousands)

                         
    Three Months Ended
    June 30,
    2010   2009   Change
Integra Orthopedics
  $ 72,819     $ 65,164       11.7 %
Integra NeuroSciences
    66,306       61,448       7.9 %
Integra Medical Instruments
    39,470       39,113       0.9 %
 
                       
Net Sales
  $ 178,595     $ 165,725       7.8 %
Impact of changes in
                       
currency exchange rates
    548                
 
                       
Growth in total revenues
                       
excluding the effects of
                       
currency exchange rates
  $ 179,143     $ 165,725       8.1 %
 
                       

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Items included in GAAP net income

(In thousands)

                 
    Three Months Ended
    June 30,
    2010   2009
Acquisition-related charges (a)
  $ 640     $ 1,924  
Employee termination and related costs (b)
          196  
Intangible asset impairment charges (c) *
    797        
Charges associated with discontinued or withdrawn
               
product lines (d)
          246  
Systems implementation charges (e)
    548        
Facility consolidation, manufacturing and
               
distribution transfer charges (f)
    236       189  
Loss related to early extinguishment of
               
convertible notes (g)
          89  
Non-cash interest expense related to the
               
implementation of FSP APB 14-1 (h)
    1,888       2,765  
Intangible asset amortization expense (i) *
    4,211       4,866  
Income tax expense related to
               
above adjustments, quarterly adjustments to
               
income tax expense related to the
               
cumulative impact of changes in estimated tax
               
rates and certain infrequently occurring items
               
that affected the reported tax rate
    (2,593 )     (3,174 )
Stock-based compensation expense
    3,677       3,971  
Depreciation expense
    4,515       3,601  

(a)   Q2 2010 — $386 recorded in cost of product revenues, $206 in selling general and administrative, and $48 in research and development;

Q2 2009 – all recorded in cost of product revenues.

(b)   Q2 2009 – all recorded in selling general and administrative.

(c)   Q2 2010 – all recorded in intangible asset amortization.

(d)   Q2 2009 – all recorded in cost of product revenues.

     
(e)
(f)
(g)
(h)
(i)
 
Q2 2010 — all recorded in selling general and administrative.
All recorded in cost of product revenues.
Q2 2009 – all recorded in other income (expense), net.
All recorded in interest expense.
Q2 2010 – $1,433 recorded in cost of product revenues, and $2,778 in intangible asset amortization;
Q2 2009 – $1,405 recorded in cost of product revenues, and $3,461 in intangible asset amortization.

• Intangible asset amortization expense in (i) excludes $797 already mentioned in item (c).

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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
RECONCILIATION OF NON-GAAP ADJUSTMENTS – GAAP NET INCOME TO ADJUSTED EBITDA AND ADJUSTED EBITDA
EXCLUDING STOCK BASED COMPENSATION
(UNAUDITED)

(In thousands)

                 
    Three Months Ended
    June 30,
    2010   2009
GAAP net income
  $ 15,157     $ 11,225  
Non-GAAP adjustments:
               
Depreciation and intangible asset amortization
               
expense
    8,726       8,467  
Other (income) expense, net
    (763 )     481  
Interest (income) expense, net
    4,248       6,040  
Income tax expense
    5,937       6,159  
Acquisition-related charges
    640       1,924  
Employee termination and related costs
          196  
Intangible asset impairment charges
    797        
Charges associated with discontinued or withdrawn
               
product lines
          246  
Systems implementation charges
    548        
Facility consolidation, manufacturing and
               
distribution transfer charges
    236       189  
Total of non-GAAP adjustments
    20,369       23,702  
 
               
Adjusted EBITDA
  $ 35,526     $ 34,927  
Stock-based compensation
    3,677       3,971  
 
               
Adjusted EBITDA excluding stock-based compensation
  $ 39,203     $ 38,898  

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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
RECONCILIATION OF NON-GAAP ADJUSTMENTS – GAAP NET INCOME TO MEASURES OF ADJUSTED NET INCOME AND
ADJUSTED EARNINGS PER SHARE
(UNAUDITED)

(In thousands, except per share amounts)

                 
    Three Months Ended
    June 30,
    2010   2009
GAAP net income
  $ 15,157     $ 11,225  
Non-GAAP adjustments:
               
Acquisition-related charges
    640       1,924  
Employee termination and related costs
          196  
Intangible asset impairment charges
    797        
Charges associated with discontinued or withdrawn
               
product lines
          246  
Systems implementation charges
    548        
Facility consolidation, manufacturing and
               
distribution transfer charges
    236       189  
Loss related to early extinguishment of
               
convertible notes
          89  
Non-cash interest expense related to the
               
implementation of FSP APB 14-1
    1,888       2,765  
Intangible asset amortization expense
    4,211       4,866  
Income tax expense related to above adjustments,
               
quarterly adjustments to income tax expense
               
related to the cumulative impact of changes in
               
estimated tax rates and certain infrequently
               
occurring items that affected the reported tax rate
    (2,593 )     (3,175 )
 
               
Total of non-GAAP adjustments
    5,727       7,100  
 
               
Adjusted net income
  $ 20,884     $ 18,325  
Adjusted diluted net income per share (1)
  $ 0.68     $ 0.62  
 
               
Weighted average common shares outstanding for
               
diluted net income per share
    30,399       29,202  

(1)   The calculation of earnings per share for common stock shown above excludes the income attributable to the unvested restricted share units from the numerator and excludes the dilutive impact of those units from the denominator.  The authoritative guidance had an insignificant impact ($0.01 or less per share) on diluted net income per share for both periods.

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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONDENSED BALANCE SHEET DATA
(UNAUDITED)

(In thousands)

                 
    June 30,   December 31,
    2010   2009
Cash and cash equivalents
  $ 93,618     $ 71,891  
Accounts receivable, net
    97,779       103,228  
Inventory, net
    143,253       140,240  
Bank line of credit
    220,000       160,000  
Convertible securities
    151,900       225,514  
Stockholders’ equity
    460,376       444,885  

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INTEGRA LIFESCIENCES HOLDINGS CORPORATION
RECONCILIATION OF NON-GAAP ADJUSTMENTS – GUIDANCE

(In thousands, except per share amounts)

                 
    Projected Year Ended
    December 31, 2010
     
 
  Low   High
 
               
GAAP net income
  $ 58,460     $ 63,160  
Non-GAAP adjustments:
               
Acquisition-related charges
    1,720       1,720  
Employee termination and related charges
    720       720  
Intangible asset impairment charges
    800       800  
Charges associated with discontinued or withdrawn
               
product lines
    70       70  
Systems implementation charges
    3,310       3,310  
Facility consolidation, manufacturing
               
and distribution transfer charges
    2,040       2,040  
Non-cash interest expense related to
               
the application of FSP APB 14-1
    7,120       7,120  
Intangible asset amortization expense
    17,050       17,050  
Income tax expense related
               
to above adjustments
    (11,990 )     (11,990 )
 
               
Total of non-GAAP adjustments
    20,840       20,840  
 
               
Adjusted net income
  $ 79,300     $ 84,000  
GAAP diluted net income per share
  $ 1.92     $ 2.07  
Non-GAAP adjustments detailed above
               
(per share)
  $ 0.68     $ 0.68  
 
               
Adjusted diluted net income per share
  $ 2.60     $ 2.75  
 
               
Weighted average common shares
               
outstanding for diluted net
               
income per share
    30,500       30,500  

IART-F
Source: Integra LifeSciences Holdings Corporation

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