Form8-KEarningsQ12015

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 30, 2015

INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware
0-26224
51-0317849
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

311 Enterprise Drive
Plainsboro, NJ 08536
(Address of principal executive offices) (Zip Code)
 
Registrant's telephone number, including area code: (609) 275-0500

Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 30, 2015, Integra LifeSciences Holdings Corporation (the “Company”) issued a press release announcing financial results for the quarter ended March 31, 2015 (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. In the financial statements portion of the Press Release, the Company has included a reconciliation of GAAP revenues to organic revenues for the quarter ended March 31, 2015, and GAAP net income to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), GAAP net income to adjusted net income, GAAP diluted weighted average shares outstanding to adjusted diluted weighted average shares outstanding, GAAP earnings per diluted share to adjusted earnings per diluted share, and GAAP operating cash flow to free cash flow and adjusted free cash flow conversion used by management for the quarters ended March 31, 2015 and 2014 as well as GAAP net income to adjusted net income and GAAP earnings per diluted share to adjusted earnings per diluted share used by management for guidance for the year ending December 31, 2015. In addition, the Company included a supplemental disclosure of revenue by reporting segments in the financial statements portion of the Press Release.

The information contained in Item 2.02 of this Current Report on Form 8-K (including the Press Release and selected historical financial information) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Item 2.02 of this Current Report on Form 8-K (including the Press Release and selected historical financial information) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Discussion of Adjusted Financial Measures
In addition to our GAAP results, we provide organic revenues, adjusted EBITDA, adjusted net income, adjusted earnings per diluted share, adjusted diluted weighted average shares outstanding, free cash flow, and adjusted free cash flow conversion. Organic revenues consist of total revenues excluding the effects of currency exchange rates, acquired revenues, and product discontinuances. The various measures of adjusted EBITDA consist of GAAP net income, excluding: (i) depreciation and amortization, (ii) other income (expense), (iii) interest income and expense, (iv) income taxes, (v) and those operating expenses also excluded from adjusted net income. The measure of adjusted net income consists of GAAP net income, excluding: (i) manufacturing facility remediation costs; (ii) global enterprise resource planning (“ERP”) implementation charges; (iii) structural optimization charges; (iv) SeaSpine separation-related charges; (v) certain employee severance charges; (vi) acquisition-related charges; (vii) impairment charges; (viii) convertible debt non-cash interest; (ix) intangible asset amortization expense; and (x) income tax impact from adjustments and other items. The measure of adjusted diluted weighted average shares outstanding is calculated by adding the economic benefit of the convertible note hedge and warrant transactions relating to Integra’s 2016 convertible notes. The adjusted earnings per diluted share measure is calculated by dividing adjusted net income attributable to diluted shares by adjusted diluted weighted average shares outstanding. The measure of free cash flow consists of GAAP net cash provided by operating activities less purchases of property and equipment. The measure of adjusted free cash flow consists of free cash flow adjusted for certain one-time unusual items. The adjusted free cash flow conversion measure is calculated by dividing (i) free cash flow, or (ii) adjusted free cash flow (as applicable), by adjusted net income.     
The Company believes that the presentation of organic revenues and the various adjusted EBITDA, adjusted net income, adjusted earnings per diluted share, adjusted diluted weighted average shares outstanding, free cash flow and adjusted free cash flow conversion 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. Management uses non-GAAP financial measures in the form of organic revenues, adjusted EBITDA, adjusted net income, adjusted earnings per diluted share, adjusted diluted weighted average shares outstanding, free cash flow and adjusted free cash flow conversion when evaluating operating performance because we believe that the inclusion or exclusion of the items described below, for which the amounts and/or timing may vary significantly depending upon the Company's acquisition, integration, and restructuring activities, for which the amounts are non-cash in nature, or for which the amounts are not expected to recur at the same magnitude, provides a supplemental measure of our operating results that facilitates comparability of our financial condition and operating performance from period to period, against




our business model objectives, and against other companies in our industry. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our core business and the valuation of our Company.
Organic revenues, adjusted EBITDA, adjusted net income, adjusted earnings per diluted share, adjusted diluted weighted average shares outstanding, free cash flow and adjusted free cash flow conversion are significant measures used by management for purposes of:

supplementing the financial results and forecasts reported to the Company's board of directors;
evaluating, managing and benchmarking the operating performance of the Company;
establishing internal operating budgets;
determining compensation under bonus or other incentive programs;
enhancing comparability from period to period;
comparing performance with internal forecasts and targeted business models; and
evaluating and valuing potential acquisition candidates.
The measure of organic revenues that we report reflects the increase in total revenues for the quarter ended March 31, 2015 adjusted for the effects of currency exchange rates, acquired revenues, and product discontinuations on current period revenues. We provide this measure because changes in foreign currency exchange rates can distort our revenue reduction favorably or unfavorably, depending upon the strength of the U.S. dollar in relation to the various foreign currencies in which we generate revenues. We generate significant revenues outside the United States in multiple foreign currencies including euros, British pounds, Swiss francs and Australian and Canadian dollars. We believe this measure provides useful information to determine the success of our international selling organizations in increasing sales of products in their local currencies without regard to fluctuations in currency exchanges rates, for which we do not control. Additionally, significant acquisitions and discontinued product lines can distort our current period revenues when compared to prior periods.
The measure of adjusted net income reflects GAAP net income adjusted for one or more of the following items, as applicable:
Manufacturing facility remediation costs. These costs represent expenses associated with remediation and related unplanned idle time and underutilization at the Plainsboro, NJ and Añasco, Puerto Rico manufacturing facilities. Management excludes this item when evaluating the Company's operating performance because of the infrequent nature and the magnitude of this item.
Global ERP implementation charges. Global ERP implementation charges consist of the non-capitalizable portion of internal labor and outside consulting costs related to the implementation of a global ERP system. We have inherited many diverse business processes and different information systems through our numerous acquisitions. Accordingly, we are undertaking this initiative in order to standardize business processes globally and to better integrate all of our existing and acquired operations using one information system. Although recurring in nature given the expected timeframe to complete the implementation for our existing operations and our expectation to continue to acquire new businesses and operations, management excludes these charges when evaluating the operating performance of the Company because the frequency and amount of such charges vary significantly based on the timing and magnitude of the Company's implementation activities.
Structural optimization charges. These charges, which include employee severance and other costs associated with exit or disposal of facilities, costs related to acquisition integration, costs related to transferring manufacturing and/or distribution activities to different locations, and rationalization or enhancement of our organization, existing manufacturing, distribution, administrative, functional and commercial infrastructure. Some of these cost-saving and efficiency-driven activities are identified as opportunities in connection with acquisitions that provide the Company with additional capacity or economies of scale. Although recurring in nature given management's ongoing review of the efficiency of our organization and structure, including manufacturing, distribution and administrative facilities and operations, management excludes these items when evaluating the operating performance of the Company because the frequency and amount of such charges vary significantly based on the timing and magnitude of the Company's rationalization activities and are, in




some cases, dependent upon opportunities identified in acquisitions, which also vary in frequency and magnitude.
Certain employee severance charges. Certain employee severance and related charges consist of charges related to senior management level terminations and certain significant reductions in force that are not initiated in connection with restructuring. Management excludes these items when evaluating the Company's operating performance because these amounts do not affect our core operations and because of the infrequent and/or large scale nature of these activities.
Acquisition-related charges. Acquisition-related charges include (i) up-front fees and milestone payments that are expensed as incurred in connection with acquiring licenses or rights to technology for which no product has been approved for sale by regulatory authorities and such approval is not reasonably assured at the time such up-front fees or milestone payments are made, (ii) inventory fair value purchase accounting adjustments, (iii) changes in the fair value of contingent consideration after the acquisition date, and (iv) legal, accounting and other outside consultants expenses directly related to acquisitions or divestitures. Inventory fair value purchase accounting adjustments consist of the increase to cost of goods sold that occur as a result of expensing the “step up” in the fair value of inventory that we purchased in connection with acquisitions as that inventory is sold during the financial period. Although recurring given the ongoing character of our development and acquisition programs, these acquisition, divestiture and in-licensing related charges are not factored into the evaluation of our performance by management after completion of development programs or acquisitions because they are of a temporary nature, they are not related to our core operating performance and the frequency and amount of such charges vary significantly based on the timing and magnitude of our development, acquisition and divestiture transactions as well as the level of inventory on hand at the time of acquisition.
SeaSpine separation-related charges. These charges include legal, accounting, program management and outside consulting expenses incurred as part of the planned separation of Integra’s spine business, and incremental personnel costs associated with becoming a separate public company.
Impairment charges. The impairment charges category includes impairment charges recorded against various intangible assets such as completed or core technology, customer relationships, trade names, and in-process research and development previously capitalized in connection with business combinations. Such impairments result primarily from management decisions to discontinue or significantly reduce promoting certain product lines or trade names, the inability to incorporate existing product technologies into product development programs, and other circumstances.  Impairment charges may also include goodwill impairments which exist when the carrying value of a reporting unit’s goodwill exceeds its implied value. Management excludes this item when evaluating the Company's operating performance because of the infrequent and non-cash nature of this activity.
Intangible asset amortization expense. Management excludes this item when evaluating the Company's operating performance because it is a non-cash expense.
Convertible debt non-cash interest. The convertible debt accounting requires separate accounting for the liability and equity components of the Company's convertible debt instruments, which may be settled in cash upon conversion, in a manner that reflects an applicable non-convertible debt borrowing rate at the time that we issued such convertible debt instruments. Management excludes this item when evaluating the Company's operating performance because of the non-cash nature of the expense.
Income tax impact from adjustments and other items. Estimated impact on income tax expense related to the following:

(i)
Adjustments to income tax expense for the amount of additional tax expense that the Company estimates that it would record if it used non-GAAP results instead of GAAP results in the calculation of its tax provision, based on the statutory rate applicable to jurisdictions in which the above non-GAAP adjustments relate.




(ii)
Adjustments to income tax expense in the current quarter for the cumulative impact in that quarter of changes in income tax rates (statutory and estimated effective tax rates) and certain other infrequently occurring items that relate to prior periods. Management excludes these items when evaluating the Company's current quarter operating performance because the cumulative impact in the current quarter of these items applies to prior periods and thus distorts the Company's adjusted income tax rate in the current quarter. The year-to-date adjusted net income and adjusted diluted earnings per share measures are not adjusted by these items, as the cumulative impact is properly reflected in the year-to-date adjusted results.
The measure of adjusted diluted weighted average shares outstanding gives effect to the convertible notes hedge and warrant transactions, which reduce the potential dilutive effect of the 2016 Convertible Notes. The convertible notes hedge and warrant transactions are excluded from weighted average shares used to calculate GAAP diluted EPS because they are anti-dilutive. Integra believes the non-GAAP measure is useful for understanding the economic benefit of the convertible notes hedge and warrant transactions.
Organic revenues, adjusted EBITDA, adjusted net income, adjusted earnings per diluted share, adjusted diluted weighted average shares outstanding, free cash flow and adjusted free cash flow conversion are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the revenues, costs or benefits associated with the operations of the Company's business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of the Company's results as reported under GAAP. The Company expects to continue to acquire businesses and product lines and to incur expenses of a nature similar to many of the non-GAAP adjustments described above, and exclusion of these items from its adjusted financial measures should not be construed as an inference that all of these revenue adjustments or costs are unusual, infrequent or non-recurring. Some of the limitations in relying on the adjusted financial measures are:
The Company periodically acquires other companies or businesses, and we expect to continue to incur acquisition-related expenses and charges in the future. These costs can directly impact the amount of the Company's available funds or could include costs for aborted deals which may be significant and reduce GAAP net income.
The Company has initiated a long term effort to implement a global ERP system, and we expect to continue to incur significant systems implementation charges until that effort is completed. These costs can directly impact the amount of the Company's available funds and reduce GAAP net income.
All of the adjustments to GAAP net income have been tax affected at the Company's actual tax rates. Depending on the nature of the adjustments and the tax treatment of the underlying items, the effective tax rate related to adjusted net income could differ significantly from the effective tax rate related to GAAP net income.

In the financial tables portion of the Press Release, the Company has included a reconciliation of GAAP reported revenues to organic revenues for the quarter ended March 31, 2015 and GAAP net income to adjusted EBITDA, GAAP net income to adjusted net income, GAAP diluted weighted average shares outstanding to adjusted diluted weighted average shares outstanding, GAAP earnings per diluted share to adjusted earnings per diluted share, and GAAP operating cash flow to free cash flow and adjusted free cash flow conversion used by management for the quarters ended March 31, 2015 and 2014. Also included are reconciliations for future periods.

ITEM 7.01 REGULATION FD DISCLOSURE
Attached as Exhibit 99.1, and incorporated into this Item 7.01 by reference, is the Press Release issued on April 30, 2015 by the Company.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS





(d) Exhibits

 
 
99.1
Press release with attachments, dated April 30, 2015, issued by Integra LifeSciences Holdings Corporation





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
 
 
 
Date: April 30, 2015
By:
 /s/ Glenn G. Coleman
 
 
Glenn G. Coleman
 
Title:
Corporate Vice President and Chief Financial Officer
 
 
 
 
 
 
 
 
 
 
 
 





EXHIBIT INDEX


 
 
 
Exhibit No.
Description
99.1

Press Release with attachments, dated April 30, 2015, issued by Integra LifeSciences Holdings Corporation



Ex 99.1 - Q1 2015 Earnings Release




News Release
 
 
Contact:
 
 
 
Investor Relations:
 
Angela Steinway
 
(609) 936-2268
 
angela.steinway@integralife.com
 
 
 
 
Integra LifeSciences Reports First Quarter 2015 Financial Results
 
Revenue Increased 8.7% to $233.7 Million
Reported EPS Increased to $0.25; Adjusted EPS Increased to $0.76
Full Year 2015 Revenue and EPS Guidance Raised

Plainsboro, New Jersey / April 30, 2015 / -- Integra LifeSciences Holdings Corporation (NASDAQ: IART) today reported its financial results for the first quarter ending March 31, 2015.
First Quarter Highlights:
Reported revenue increased 8.7% to $233.7 million;
Organic revenue increased 7.3%, the second consecutive quarter of organic revenue growth above 5%;
Adjusted EBITDA margin increased 320 basis points to 20.4%;
Adjusted free cash flow conversion for the trailing twelve months ended March 31, 2015 was 58.0% versus 10.8% in the prior period;
Full year 2015 revenue guidance raised to $965 million to $980 million, reported EPS guidance raised to $0.97 and $1.15, and adjusted EPS guidance raised to $3.15 and $3.33; and,
Spin-off of SeaSpine remains on track to be completed during the second half of 2015.

Total revenues for the first quarter were $233.7 million, reflecting an increase of $18.6 million, or 8.7%, over the first quarter of 2014.
Excluding the contribution of revenues from acquisitions, discontinued products and the effect of currency exchange rates, revenues increased 7.3% over the first quarter of 2014.




"Strong execution within our regenerative product lines, including dural repair and skin, resulted in first quarter results exceeding our expectations," said Peter Arduini, Integra's President and Chief Executive Officer. "We are continuing to see benefits from the optimization strategies we put in place over the last few years, including the highest organic growth rate in several years."
The Company reported GAAP net income of $8.4 million, or $0.25 per diluted share, for the first quarter of 2015, compared to GAAP net income of $2.2 million or $0.07 per diluted share, for the first quarter of 2014.
Adjusted measures discussed below are computed with the adjustments to GAAP reporting set forth in the attached reconciliation.
Adjusted net income for the first quarter of 2015 was $25.4 million, or $0.76 per diluted share, compared to adjusted net income of $18.6 million, or $0.57 per diluted share, in the first quarter of 2014.
Adjusted EBITDA for the first quarter of 2015 was $47.6 million, or 20.4% of revenue, compared to $36.9 million, or 17.2% of revenue, in the prior year first quarter.
During the first quarter, Integra generated $31.6 million in cash flows from operations and invested $8.9 million in capital expenditures. Adjusted free cash flow conversion for the trailing twelve months ended March 31, 2015 was 58.0% versus 10.8% in the prior-year period.
Business Update
Today, Integra published a separate press release announcing that the Board of Directors has named Keith Valentine as the Chief Executive Officer of SeaSpine, effective May 1, 2015. "With today's CEO announcement and the filing of the Form 10 Registration Statement earlier this month, the spin-off of SeaSpine is on track to be completed later this year, as planned," said Mr. Arduini. "Following the spin-off, not only will Integra's top line show faster growth, but we also expect SeaSpine's growth to accelerate under the leadership of industry veteran Keith Valentine."
Outlook for 2015
Based on the strength of its first quarter results, Integra is raising the low end of its previous revenue guidance by $5 million to a revised range of $965 million to $980 million, despite an expectation for additional foreign currency translation headwinds.
The Company is also increasing its expectations for GAAP earnings per diluted share for the full year to be between $0.97 and $1.15, compared to prior guidance of $0.87 to $1.05. In addition, the Company is raising its 2015 adjusted earnings per diluted share guidance to $3.15 to $3.33 from its prior range of $3.05 to $3.23.
"Reported revenues came in better than expected as a result of strong organic growth," said Glenn Coleman, Integra's Chief Financial Officer. "We are increasing the low end of our revenue guidance, despite worsening foreign currency, and are increasing our full year organic revenue growth rate to 5% or greater. We are also raising our guidance for adjusted earnings per diluted share to a new range of $3.15 to $3.33, reflecting the strong start to the year and better than expected profitability in the first quarter. Our business outlook is strong, and we will continue with our planned 2015 investments in new product introductions, sales channel expansion and our optimization strategy."
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, and thus include the spine business for the full year.

In the future, the Company may record, or expects to record, certain additional revenues, gains, expenses or charges as described in the Discussion of Adjusted Financial Measures below 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 4:30 PM ET today, Thursday, April 30, 2015 to discuss financial results for the first quarter and forward-looking financial guidance. The conference call will be hosted by Integra's senior management team and will be open to all listeners. Additional forward-looking information may be discussed in a question and answer session following the call.
Integra's management team will reference a presentation during the conference call, which can be found on the Investor section of the website at investor.integralife.com.
Access to the live call is available by dialing (913) 312-1516 and using the passcode 2235512. The call can also be accessed through a webcast via a link provided on the Investor Relations homepage of Integra's website at investor.integralife.com. Access to the replay is available through May 18, 2015 by dialing (719) 457-0820 and using the passcode 2235512. The webcast will also be archived on the website.



***
Integra LifeSciences, a world leader in medical technology, is dedicated to limiting uncertainty for caregivers, so they can concentrate on providing the best patient care. Integra offers innovative solutions, including leading regenerative technologies, in specialty surgical solutions, orthopedics and tissue technologies, and spine hardware and orthobiologics. For more information, please 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 reflects 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, non-GAAP adjustments such as global enterprise resource planning (“ERP”) system implementation charges, certain expenses associated with product recalls, acquisition-related charges, impairment charges, non-cash amortization of imputed interest for convertible debt, 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 execute its operating plan effectively, the Company's ability to manufacture and ship sufficient quantities of its products to meet its customers' demand; the ability of third-party suppliers to supply us with raw materials and finished products; global macroeconomic conditions; continued weakness in sales outside of the U.S.; the Company's ability to manage its direct sales channels effectively; 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; initiatives launched by the Company's competitors; downward pricing pressures for customers; the Company's ability to secure regulatory approval for products in development; the Company's ability to remediate quality systems violations; 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 impact of goodwill and intangible asset impairment charges if future operating results of acquired businesses are significantly less than the results anticipated at the time of the acquisitions, 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 Company’s ability to achieve anticipated growth rates, margins and scale and execute its strategy generally, including the anticipated spinoff; 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 and internationally; fluctuations in foreign currency exchange rates; the amount of our convertible notes and bank




borrowings outstanding and other factors influencing liquidity; 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, 2014 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 organic revenues, adjusted earnings before interest, taxes, depreciation and amortization ("EBITDA"), adjusted net income, adjusted earnings per diluted share, adjusted diluted weighted average shares outstanding, free cash flow and adjusted free cash flow conversion. Organic revenues consist of total revenues excluding the effects of currency exchange rates, acquired revenues and product discontinuances. The various measures of adjusted EBITDA consist of GAAP net income, excluding: (i) depreciation and amortization, (ii) other income (expense), (iii) interest income and expense, (iv) income taxes, (v) and those operating expenses also excluded from adjusted net income. The measure of adjusted net income consists of GAAP net income, excluding: (i) manufacturing facility remediation costs; (ii) global enterprise resource planning ("ERP") implementation charges; (iii) structural optimization charges; (iv) SeaSpine separation-related charges; (v) certain employee severance charges; (vi) acquisition-related charges; (vii) impairment charges; (viii) convertible debt non-cash interest; (ix) intangible asset amortization expense; and (x) income tax impact from adjustments and other items. The measure of adjusted diluted weighted average shares outstanding is calculated by adding the economic benefit of the convertible note hedge and warrant transactions relating to Integra's 2016 convertible notes. The adjusted earnings per diluted share measure is calculated by dividing adjusted net income attributable to diluted shares by adjusted diluted weighted average shares outstanding. The measure of free cash flow consists of GAAP net cash provided by operating activities less purchases of property and equipment. The measure of adjusted free cash flow consists of free cash flow adjusted for certain one-time unusual items. The adjusted free cash flow conversion measure is calculated by dividing (i) free cash flow, or (ii) adjusted free cash flow (as applicable), by adjusted net income.     
Reconciliations of GAAP revenues to adjusted revenues and GAAP net income to adjusted EBITDA, and adjusted net income, and GAAP earnings per diluted share to adjusted earnings per diluted share all for the three months ended March 31, 2015 and 2014, and the adjusted free cash flow and free cash flow conversion for the three months ended March 31, 2015 and 2014 and the twelve months ended March 31, 2015 and 2014, appear in the financial tables in this release.
The Company believes that the presentation of organic revenues and the various adjusted EBITDA, adjusted net income, adjusted earnings per diluted share, adjusted diluted weighted average shares outstanding, free cash flow and adjusted free cash flow conversion measures provide 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.




INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)
 
Three Months Ended March 31,
 
2015
 
2014
Total revenues, net
$
233,665

 
$
215,059

 
 
 
 
Costs and expenses:
 
 
 
Cost of goods sold
86,722

 
82,383

Research and development
12,556

 
12,567

Selling, general and administrative
114,064

 
108,338

Intangible asset amortization
3,535

 
3,033

Total costs and expenses
216,877

 
206,321

 
 
 
 
Operating income
16,788

 
8,738

 
 
 
 
Interest income
5

 
62

Interest expense
(5,492
)
 
(5,142
)
Other income, net
1,316

 
317

Income before income taxes
12,617

 
3,975

 
 
 
 
Income tax expense
4,233

 
1,769

Net income
$
8,384

 
$
2,206

 
 
 
 
Diluted net income per share
$
0.25

 
$
0.07

Weighted average common shares outstanding for diluted net income per share
33,342

 
32,768








Segment revenues* and growth in total revenues excluding the effects of currency exchange rates, acquisitions and discontinued products are as follows:
(In thousands)
 
Three Months Ended March 31,
 
2015
2014
Change
Specialty Surgical Solutions
$140,058
$127,195
10%
Orthopedics and Tissue Technologies
$61,367
$54,589
12%
Spine
32,240
33,275
(3)%
Total revenue
$233,665
$215,059
9%
 
 
 
 
Impact of changes in currency exchange rates
$5,781
$—
 
Less contribution of revenues from acquisitions**
(9,701)
 
Less contribution of revenues from discontinued products
(2,306)
(3,034)
(24)%
Total organic revenues
$227,439
$212,025
7.3%
 
 
 
 

* The prior five business segment structure was realigned into three global segments effective with the first quarter 2015.
** Acquisitions include DuraSeal, MicroFrance and Metasurg.




Items included in GAAP net income and location where each item is recorded are as follows:
(In thousands)
Three Months Ended March 31, 2015
Item
Total Amount
COGS(a)
SG&A(b)
Amort.(c)
OI&E(d)
Tax(e)
Global ERP implementation charges
$3,820
$—
$3,820
$—
$—
$—
Structural optimization charges
1,777
1,880
275
(378)
Acquisition-related charges
3,094
1,857
1,237
Certain employee severance charges
1,046
1,046
SeaSpine separation-related charges
4,847
4,847
Impairment charges
409
409
Intangible asset amortization expense*
8,021
4,895
3,126
Convertible debt non-cash interest
1,801
1,801
Estimated income tax impact from above adjustments and other items
(7,828)
(7,828)
Depreciation expense
7,393
 
 
 
 
 
 
 

* For the three months ended March 31, 2015 "Intangible asset amortization expense" excludes $409 already included in "Impairment charges" above.

a)
COGS - Cost of goods sold
b)
SG&A - Selling, general and administrative
c)
Amort. - Intangible asset amortization
d)
OI&E - Interest (income) expense, net and other (income) expense, net
e)
Tax - Income tax expense





Three Months Ended March 31, 2014
(In thousands)
Item
Total Amount
COGS (a)
SG&A (b)
Amort. (c)
OI&E(d)
Tax (e)
Manufacturing facility remediation costs
$143
$47
$96
$—
$—
$—
Global ERP implementation charges
6,100
6,100
Structural optimization charges
2,960
1,704
1,256
Acquisition-related charges
3,753
204
3,549
Certain employee severance charges
681
322
359
Intangible asset amortization expense*
7,433
4,400
3,033
Impairment charges
600
600
Convertible debt non-cash interest
1,667
1,667
Estimated income tax impact from above adjustments and other items
(6,933)
(6,933)
Depreciation expense
6,528

*For the three months ending March 31, 2014 “Intangible asset amortization expense” excludes $600 already included in “Impairment charges” above.

a)
COGS - Cost of goods sold
b)
SG&A - Selling, general and administrative
c)
Amort. - Intangible asset amortization
d)
OI&E - Interest (income) expense, net and other (income) expense, net
e)
Tax - Income tax expense





RECONCILIATION OF NON-GAAP ADJUSTMENTS - GAAP NET INCOME TO ADJUSTED EBITDA AND ADJUSTED EBITDA EXCLUDING STOCK-BASED COMPENSATION
(UNAUDITED)
(In thousands, except per share amounts)
 
Three Months Ended March 31,
 
2015
 
2014
 
 
 
 
GAAP net income
$
8,384

 
$
2,206

Non-GAAP adjustments:
 
 
 
Depreciation and intangible asset amortization expense
15,414

 
13,961

Other (income), net
(1,316
)
 
(317
)
Interest (income) expense, net
5,487

 
5,080

Income tax expense
4,233

 
1,769

Manufacturing facility remediation costs

 
143

Global ERP implementation charges
3,820

 
6,100

Structural optimization charges*
2,155

 
2,960

Acquisition-related charges
3,094

 
3,753

Certain employee severance charges
1,046

 
681

SeaSpine separation-related charges
4,847

 

Impairment charges
409

 
600

 
 
 
 
     Total of non-GAAP adjustments
39,189

 
34,730

Adjusted EBITDA
$
47,573

 
$
36,936

 
 
 
 

*For the Three Months Ended March 31, 2015, "Structural optimization charges" excludes $(378) already included in "Other (income) expense, net" above.















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 March 31,
 
2015
 
2014
 
 
 
 
GAAP net income
$
8,384

 
$
2,206

Non-GAAP adjustments:
 
 
 
Manufacturing facility remediation costs

 
143

Global ERP implementation charges
3,820

 
6,100

Structural optimization charges
1,777

 
2,960

Acquisition-related charges
3,094

 
3,753

Certain employee severance charges
1,046

 
681

SeaSpine separation-related charges
4,847

 

Impairment charges
409

 
600

Intangible asset amortization expense
8,021

 
7,433

Convertible debt non-cash interest
1,801

 
1,667

Estimated income tax impact from adjustments and other items
(7,828
)
 
(6,933
)
 
 
 
 
     Total of non-GAAP adjustments
16,987

 
16,404

Adjusted net income
$
25,371

 
$
18,610

 
 
 
 
Adjusted diluted net income per share
$0.76
 
$0.57
Weighted average common shares outstanding for diluted net income per share
33,342

 
32,768

Weighted average common shares outstanding adjustment for convertible dilution
(30
)
 

Weighted average common shares outstanding for adjusted diluted net income per share
33,312

 
32,768






CONDENSED BALANCE SHEET DATA
(UNAUDITED)


(In thousands)
 
March 31,
2015
 
December 31,
2014
 
 
 
 
Cash and cash equivalents
$
79,871

 
$
71,994

Accounts receivable, net
126,785

 
131,918

Inventories, net
233,043

 
237,114

 
 
 
 
Bank line of credit
401,875

 
416,875

Convertible securities
215,177

 
213,121

 
 
 
 
Stockholders' equity *
688,099

 
704,322



* Stockholders' equity decreased due to foreign currency translation of balance sheet accounts that are reflected in Other comprehensive income.




RECONCILIATION OF NON-GAAP ADJUSTMENTS - GAAP OPERATING CASH FLOW TO
MEASURES OF FREE CASH FLOW AND FREE CASH FLOW CONVERSION
(UNAUDITED)
(In thousands)
 
Three Months Ended March 31,
 
2015
2014
GAAP Net cash provided by operating activities
$
31,619

$
11,254

 
 
 
Purchases of property and equipment
(8,901
)
(11,335
)
Free Cash Flow
22,718

(81
)
 
 
 
Adjusted net income *
$
25,371

$
18,610

Adjusted Free Cash Flow Conversion
89.5
%
(0.4
)%
 
 
 
 
 
 
 
 
 
 
Twelve Months Ending March 31,
 
2015
2014
GAAP Net cash provided by operating activities
$
99,829

$
56,676

 
 
 
Purchases of property and equipment
(39,488
)
(48,332
)
Free Cash Flow
60,341

8,344

 
 
 
Adjusted net income *
$
103,968

$
77,420

Adjusted Free Cash Flow Conversion
58.0
%
10.8
 %
 
 
 

* Adjusted net income for quarters ended March 31, 2014 and 2015 are reconciled above.

The Company calculates adjusted free cash flow conversion by dividing its free cash flow by adjusted net income. The Company believes this measure is a useful metric in evaluating the significance of the cash special charges in its adjusted earnings measures.





RECONCILIATION OF NON-GAAP ADJUSTMENTS - GUIDANCE

(In thousands, except per share amounts)
 
Recorded Year to Date
 
Projected Year Ended
 
March 31, 2015
 
December 31, 2015
 
 
 
Low
 
High
GAAP net income
$
8,384

 
$
32,391

 
$
38,591

Non-GAAP adjustments:
 
 
 
 
 
Global ERP implementation charges
3,820

 
15,500

 
15,500

Seaspine separation-related charges
4,847

 
20,000

 
20,000

Structural optimization charges
1,777

 
22,900

 
22,900

Acquisition-related charges
3,094

 
8,500

 
8,500

Certain employee severance charges
1,046

 

 

Impairment charges
409

 
409

 
409

Intangible asset amortization expense
8,021

 
32,000

 
32,000

Convertible debt non-cash interest
1,801

 
8,200

 
8,200

Estimated income tax impact from adjustments and other items
(7,828
)
 
(34,500
)
 
(34,500
)
 
 
 
 
 
 
Total of non-GAAP adjustments
16,987

 
73,009

 
73,009

Adjusted net income
$
25,371

 
$
105,400

 
$
111,600

 
 
 
 
 
 
GAAP diluted net income per share
$0.25
 
$0.97
 
$1.15
Non-GAAP adjustments detailed above (per share)
$0.51
 
$2.18
 
$2.18
Adjusted diluted net income per share
$0.76
 
$3.15
 
$3.33
 
 
 
 
 
 
Weighted average common shares outstanding for adjusted diluted net income per share
33,312

 
33,500

 
33,500







Items included in GAAP net income guidance and location where each item is expected to be recorded is as follows:
(In thousands)
Projected Year Ended December 31, 2015
Item
Total Amount
COGS
SG&A
Amort.
OI&E
Tax
Global ERP implementation charges
$15,500
$—
$15,500
$—
$—
$—
SeaSpine separation-related charges
20,000
2,000
18,000
Structural optimization charges
22,900
14,500
2,000
6,400
Acquisition-related charges
8,500
2,700
5,800
Intangible asset amortization expense
32,000
19,700
12,300
Impairment charges
409
409
Convertible debt non-cash interest
8,200
8,200
Estimated income tax impact from adjustments and other items
(34,500)
(34,500)



Source: Integra LifeSciences Holdings Corporation