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<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
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<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
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<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
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<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 OR 15(d) of The Securities Exchange Act of 1934</B>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date of Report (Date of earliest event reported): May 6, 2009</B></DIV>

<DIV align="center" style="font-size: 19pt; margin-top: 12pt"><B>INTEGRA LIFESCIENCES HOLDINGS CORPORATION</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>

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<TD nowrap align="center" valign="top"><B>Delaware
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>0-26224
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>51-0317849</B></TD>
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<TD align="center" valign="top">(State or other jurisdiction<BR>
of incorporation)
</TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top">(Commission File Number)
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<TD align="center" valign="top">(IRS Employer Identification No.)</TD>
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<TD align="center" valign="top"><B>311 Enterprise Drive<BR>
Plainsboro, NJ
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>&nbsp;<BR>08536</B></TD>
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<TD align="center" valign="top">(Address of principal executive offices)
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<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: <B>(609) 275-0500</B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Not Applicable</B></DIV>

<DIV align="center" style="font-size: 10pt"><FONT style="border-top: 1px solid #000000">(Former name or former address, if changed since last report.)</FONT></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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: </DIV>

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<TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
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<TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
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<TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD>
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<TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">On May&nbsp;6, 2009, Integra LifeSciences Holdings Corporation (the &#147;Company&#148;) issued a press
release announcing financial results for the quarter ended March&nbsp;31, 2009 and updated
revenues and GAAP and adjusted earnings per share guidance for the year ended December
31, 2009 (the &#147;Press Release&#148;). A copy of the Press Release is attached as Exhibit&nbsp;99.1
to this Current Report on Form 8-K and is incorporated by reference into this Item. In
the financial tables portion of the Press Release, the Company has included a
reconciliation of GAAP revenues to adjusted revenues for the quarters ended March&nbsp;31,
2009 and 2008 and GAAP net income to adjusted earnings before interest, taxes,
depreciation and amortization (&#147;EBITDA&#148;) and adjusted EBITDA excluding stock-based
compensation, GAAP net income to adjusted net income and GAAP earnings per diluted share
to adjusted earnings per diluted share used by management for the quarters ended March
31, 2009 and 2008, 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 ended December&nbsp;31, 2009.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">On May&nbsp;6, 2009, the Company posted to the &#147;Events and Presentations&#148; page of the Investor
Relations section of its website (<u>www.Integra-LS.com</u>) historical financial information on
2007 and 2008 quarterly results, updated to reflect the retrospective application of
Financial Accounting Standards Board Staff Position No.&nbsp;APB 14-1, &#147;Accounting for
Convertible Debt Instruments that May be Settled in Cash Upon Conversion (including
Partial Cash Settlement)&#148; (&#147;FSP APB 14-1&#148;). This information includes (i)&nbsp;GAAP
net income, (ii)&nbsp;non-GAAP financial measures consisting of adjusted EBITDA, adjusted
EBITDA excluding stock-based compensation, and adjusted net income for these prior periods and (iii)&nbsp;a reconciliation of these non-GAAP
financial measures to GAAP net income. A copy of this historical financial information is
attached as Exhibit&nbsp;99.2 to this Current Report on Form 8-K and is incorporated by
reference into this Item.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The information contained in Item&nbsp;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 &#147;filed&#148; for the purposes of Section&nbsp;18 of the Securities Exchange Act of
1934, as amended (the &#147;Exchange Act&#148;), or otherwise subject to the liabilities of that
Section. The information contained in Item&nbsp;2.02 of this Current Report on Form 8-K
(including the Press Release and selected historical 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>Discussion of Adjusted Financial Measures</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In addition to our GAAP results, we provide adjusted revenues, adjusted EBITDA, adjusted
EBITDA excluding stock-based compensation, adjusted net income and adjusted earnings per
diluted share. Adjusted revenues consists of growth in total revenues excluding the
effects of currency exchange rates. Adjusted EBITDA consists of net income, excluding (i)
income taxes, (ii)&nbsp;other income (expense), net, (iii)&nbsp;depreciation and amortization, (iv)
interest income and expense, and (v)&nbsp;those operating expenses, gains and losses also
excluded from adjusted net income. Adjusted net income consists of net income, excluding
(i)&nbsp;acquisition-related charges, (ii)&nbsp;facility consolidation, manufacturing and
distribution transfer and system integration charges, (iii)&nbsp;certain employee termination
and related costs, (iv)&nbsp;charges associated with discontinued or withdrawn product lines,
(v)&nbsp;charges related to restructuring our European subsidiaries, (vi)&nbsp;charges related to
litigation matters or disputes, (vii)&nbsp;intangible asset impairment charges, (viii)
incremental professional and bank fees related to (a)&nbsp;the delayed filing of financial
statements and (b)&nbsp;waivers or possibility of obtaining waivers under our revolving credit
facility, (ix)&nbsp;charges recorded in connection with terminating defined benefit pension
plans, (x)&nbsp;charges relating to the grant of restricted stock units in connection with the
extension of the term of the CEO&#146;s employment agreement, (xi)&nbsp;gain related to the early
extinguishment of convertible notes; (xii)&nbsp;non-cash interest expense related to the
application of FSP APB 14-1, (xiii)&nbsp;the income tax expense/benefit related to these
adjustments, (xiv)&nbsp;quarterly adjustments to income tax expense/benefit related to the
cumulative impact of changes in estimated tax rates and certain infrequently occurring
items and (xv)&nbsp;income tax expenses or gains related to restructuring our European
subsidiaries. Adjusted net income attributable to diluted shares is calculated by multiplying adjusted net income by the diluted share
percentage shown in Note&nbsp;10 of the Company&#146;s Quarterly Report on Form&nbsp;10-Q for the quarterly period ended
March&nbsp;31, 2009. Adjusted earnings per diluted share are calculated by dividing adjusted net
income attributable to diluted shares by adjusted diluted weighted average shares
outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The Company believes that the presentation of adjusted revenues, adjusted EBITDA,
adjusted EBITDA excluding stock-based compensation, adjusted net income and adjusted
earnings per diluted share provides important supplemental information to management and
investors regarding financial and business trends relating to the Company&#146;s financial
condition and results of operations. Management uses non-GAAP financial measures in the
form of adjusted revenues, adjusted EBITDA, adjusted EBITDA excluding stock-based
compensation, adjusted net income and adjusted earnings per diluted share 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&#146;s acquisition, integration, and restructuring activities, for which the
amounts represent significant non-cash expenses resulting from changes in accounting
principles, or for which the amounts are not expected to recur at the same magnitude as
we further build out our finance department and implement certain tax planning
strategies, provides a supplemental measure of our operating results that facilitates
comparability of our 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.
</DIV>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Adjusted revenues, adjusted EBITDA, adjusted EBITDA excluding stock-based compensation,
adjusted net income and adjusted earnings per diluted share are significant measures used
by management for purposes of:
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">supplementing the financial results and forecasts reported to the Company&#146;s board of directors;</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">evaluating, managing and benchmarking the operating performance of the Company;</DIV></TD>
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<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">establishing internal operating budgets;</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">determining compensation under bonus or other incentive programs;</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">enhancing comparability from period to period;</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">comparing performance with internal forecasts and targeted business models; and</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">evaluating and valuing potential acquisition candidates.</DIV></TD>
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<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The measure of adjusted revenues that we report reflects the growth in total revenues for
the quarter ended March&nbsp;31, 2009 adjusted for the effects of currency exchange rates on
current period revenues. We provide this measure because changes in foreign currency
exchange rates can distort our revenue growth 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, Canadian dollars,
Japanese yen and Australian 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 have no control over.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Adjusted net income reflects net income adjusted for the following items:
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Acquisition-related charges</u>. Acquisition-related charges include
in-process research and development charges, charges related to
discontinued research and development projects for product
technologies that were made redundant by an acquisition, inventory
fair value purchase accounting adjustments, and impairments to
existing intangible assets in connection with a subsequent
acquisition. Inventory fair value purchase accounting adjustments
consist of the increase to cost of goods sold that occur as a result
of expensing the &#147;step up&#148; 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 acquisition program, these acquisition-related
charges are not factored into the evaluation of our performance by
management after completion of 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 acquisition
transactions as well as the level of inventory on hand at the time of
acquisition.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Facility consolidation, manufacturing and distribution transfer, and
system integration charges</u>. These charges, which include employee
termination and other costs associated with exit or disposal
activities, costs related to transferring manufacturing and/or
distribution activities to different locations, and costs associated
with the worldwide implementation of a single enterprise resource
planning system, result from rationalizing and enhancing our existing
manufacturing, distribution and administrative infrastructure. Many 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&#146;s ongoing review of the efficiency of our
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&#146;s rationalization activities and are, in some cases,
dependent upon opportunities identified in acquisitions, which also
vary in frequency and magnitude.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Employee termination and related costs</u>. Employee termination and
related costs consist of charges related to significant reductions in
force that are not initiated in connection with facility
consolidations or manufacturing transfers and senior management level
terminations. Management excludes these items when evaluating the
Company&#146;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.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Charges associated with discontinued or withdrawn product lines</u>. This
represents charges taken and reductions in revenue recorded in
connection with product lines that the Company discontinues or
withdraws. Management excludes this item when evaluating the Company&#146;s
operating performance because of the infrequent nature of this
activity or because many such product discontinuations are related to
recent acquisitions.</DIV></TD>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Charges related to restructuring our European subsidiaries</u>. These
amounts represent charges recorded in operating or non-operating
expenses such as levies and fees paid to government authorities,
legal, tax, accounting and consulting fees, and foreign currency gains
and losses related to intercompany loan agreements incurred directly
as a result of reorganizing our European subsidiaries and transfers of
business assets between these legal entities. Management excludes this
item when evaluating the Company&#146;s operating performance because of
the infrequent nature of this activity.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Charges related to litigation matters or disputes</u>.
These charges include estimated losses or actual
settlements and judgments against the Company related
to litigation, disputes or other similar matters.
Management excludes these items when evaluating
Integra&#146;s operating performance because of the
infrequent nature of these matters.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Intangible asset impairment charges</u>. This represents
impairment charges recorded against various intangible
assets, including completed or core technology,
customer relationships, and tradenames. Such
impairments result primarily from management decisions
to discontinue or significantly reduce promoting
certain product lines or tradenames, the inability to
incorporate existing product technologies into product
development programs, and other circumstances.
Management excludes this item when evaluating the
Company&#146;s operating performance because of the
infrequent and non-cash nature of this activity.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Incremental professional and bank fees related to (a)
the delayed filing of financial statements and (b)
waivers or the possibility of obtaining waivers under
our revolving credit facility</u>. These charges include
audit fee overruns from our independent registered
accounting firm, fees for legal advice and
consultations with our external counsel and
incremental efforts by consultants, and fees paid to
various banks in connection with waivers or the
possibility of obtaining waivers related to the late
filing of our Annual Report on Form 10-K for the year
ended December&nbsp;31, 2007 and certain non-financial debt
covenants. Management excludes these items when
evaluating the Company&#146;s operating performance because
such incremental amounts are not expected to be
incurred again.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Charges recorded in connection with terminating
defined benefit pension plans</u>. This charge represents
the expense relating to the termination of defined
benefit pension plans of our subsidiaries. Management
excludes this item when evaluating the Company&#146;s
operating performance because of the infrequent and/or
large scale nature of this item.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Charge relating to the grant of restricted stock units
in connection with the extension of the term of the
CEO&#146;s employment agreement</u>. This charge was recognized
in the third quarter of 2008 upon the grant of
restricted stock units that were vested at the time of
the grant on August&nbsp;6, 2008. Management excludes this
item when evaluating the Company&#146;s operating
performance because of the infrequent and non-cash
nature of this item.
</div>


<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Gain related to the early extinguishment of convertible notes</u>. This
charge represents the gain recorded by the Company from repurchasing
its convertible debt securities for less than their face value.
Management excludes this item when evaluating the Company&#146;s operating
performance because of the infrequent nature of this activity.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Non-cash interest expense related to the application
of FSP APB 14-1</u>. FSP APB 14-1, which the Company
adopted on January&nbsp;1, 2009, requires separate
accounting for the liability and equity components of
the Company&#146;s convertible debt instruments, which may
be settled in cash upon conversion, in a manner that
reflects an applicable nonconvertible debt borrowing
rate at the time that we issued such convertible debt
instruments. Management excludes this item when
evaluating the Company&#146;s operating performance because
of the non-cash nature of this activity and because it
resulted from a change in accounting principles that
were not applicable at the time such convertible notes
were issued.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Income tax expense (benefit)&nbsp;related to the above
adjustments</u>. Income tax expense is adjusted by the
amount of additional tax expense or benefit 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.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Quarterly adjustments to income tax expense/benefit
related to the cumulative impact of changes in
estimated tax rates and certain infrequently occurring
items</u>. Income tax expense in the current quarter is
adjusted by the cumulative impacts in that quarter of
changes in income tax rates (statutory and estimated
effective tax rates) and certain other infrequently
occurring items (such as penalties, interest, and
settlements with government tax authorities) that
relate to prior periods. Management excludes this item
when evaluating the Company&#146;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&#146;s adjusted
income tax rate in the current quarter. The
year-to-date adjusted net income and adjusted diluted
earnings per share amounts are not adjusted by this
item, as the cumulative impacts are properly reflected
in the year-to-date adjusted results.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left"><u>Income tax expenses or gains related to restructuring
our European subsidiaries</u>. Income tax expense is
adjusted by incremental tax provisions or benefits
recorded directly as a result of reorganizing our
European subsidiaries and transfers of business assets
between these legal entities. Management excludes this
item when evaluating the Company&#146;s operating
performance because of the infrequent nature of this
activity.</DIV></TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">The measures of adjusted EBITDA and adjusted EBITDA excluding stock-based compensation
that we report reflect net income adjusted to exclude (i)&nbsp;income taxes, (ii)&nbsp;other income
(expense), net, (iii)&nbsp;depreciation and amortization, (v)&nbsp;interest income and expense and
(v)&nbsp;those operating expenses, gains and losses also excluded from adjusted net income.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Adjusted revenues, adjusted EBITDA, adjusted EBITDA excluding stock-based compensation,
adjusted net income and adjusted earnings per diluted share 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&#146;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&#146;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 some of the non-GAAP adjustments described above, and exclusion of
these items from its adjusted revenues, adjusted EBITDA, adjusted EBITDA excluding
stock-based compensation, and adjusted net income 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 adjusted revenues, adjusted EBITDA, adjusted EBITDA
excluding stock-based compensation, adjusted net income and adjusted earnings per diluted
share are:
</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">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&#146;s available funds or could include expenses related to
transaction costs for deals which may be significant and reduce GAAP
net income.</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left"><B>&#149;</B></TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: left">All of the adjustments to net income have been tax affected at the
Company&#146;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.</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">In the financial tables portion of the Press Release, the Company has included a
reconciliation of GAAP reported revenues to adjusted revenues for the quarters ended
March&nbsp;31, 2009 and 2008 and GAAP net income to adjusted EBITDA and adjusted EBITDA
excluding stock-based compensation, GAAP net income to adjusted net income and GAAP
earnings per diluted share to adjusted earnings per share used by management for the
quarters ended March&nbsp;31, 2009 and 2008. Also included are reconciliations for future
periods.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>ITEM 7.01 REGULATION FD DISCLOSURE</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Attached as Exhibit&nbsp;99.1, and incorporated into this Item&nbsp;7.01 by reference, is the Press
Release issued on May&nbsp;6, 2009 by the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 10pt"><B>(d)&nbsp;Exhibits</B>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="81%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Press release with attachments, dated May&nbsp;6, 2009, issued by Integra LifeSciences Holdings Corporation</DIV></TD>
</TR>

<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Selected Information from Website Presentations</DIV></TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 10pt">Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD nowrap colspan="3" align="left">
INTEGRA LIFESCIENCES HOLDINGS CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">Date: May 6, 2009&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">
/s/ John B. Henneman, III
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">John B. Henneman, III &nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top">Title:&nbsp;&nbsp;</TD>
    <TD align="left">Executive Vice President,<br>
Finance and Administration,<br>
and Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

</TABLE>

<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>

</TABLE>

<DIV align="center" style="font-size: 10pt; margin-top: 10pt"><B>EXHIBIT INDEX</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 0px solid #000000"><B>Exhibit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B></B></TD>
</TR>


<TR style="font-size: 10pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>No.</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Description</B></TD>
</TR>


<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.1</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Press Release, dated May&nbsp;6, 2009, issued by Integra LifeSciences Holdings Corporation</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px"><!-- Blank Space -->
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">99.2</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Selected Information from Website Presentations</DIV></TD>
</TR>
<!-- End Table Body --></TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;

<P align="center" style="font-size: 10pt"><!-- Folio -->&nbsp;<!-- /Folio -->
</DIV>



</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "c84878e8vk.htm", "description": "FORM 8-K", "secsgml_size_bytes": 42892}]
{"company-data": {"conformed-name": "INTEGRA LIFESCIENCES HOLDINGS CORP", "cik": "0000917520", "assigned-sic": "3826", "irs-number": "510317849", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-26224", "film-number": "09799407"}, "business-address": {"street1": "311 ENTERPRISE DRIVE", "city": "PLAINSBORO", "state": "NJ", "zip": "08536", "phone": "6092750500"}, "mail-address": {"street1": "311 ENTERPRISE DRIVE", "city": "PLAINSBORO", "state": "NJ", "zip": "08536"}, "former-company": {"former-conformed-name": "INTEGRA LIFESCIENCES CORP", "date-changed": "19950614"}}
Form 8-K
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): May 6, 2009
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
0-26224
51-0317849
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS 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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 May 6, 2009, Integra LifeSciences Holdings Corporation (the "Company") issued a press
release announcing financial results for the quarter ended March 31, 2009 and updated
revenues and GAAP and adjusted earnings per share guidance for the year ended December
31, 2009 (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 tables portion of the Press Release, the Company has included a
reconciliation of GAAP revenues to adjusted revenues for the quarters ended March 31,
2009 and 2008 and GAAP net income to adjusted earnings before interest, taxes,
depreciation and amortization ("EBITDA") and adjusted EBITDA excluding stock-based
compensation, GAAP net income to adjusted net income and GAAP earnings per diluted share
to adjusted earnings per diluted share used by management for the quarters ended March
31, 2009 and 2008, 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 ended December 31, 2009.
On May 6, 2009, the Company posted to the "Events and Presentations" page of the Investor
Relations section of its website (
www.Integra-LS.com
) historical financial information on
2007 and 2008 quarterly results, updated to reflect the retrospective application of
Financial Accounting Standards Board Staff Position No. APB 14-1, "Accounting for
Convertible Debt Instruments that May be Settled in Cash Upon Conversion (including
Partial Cash Settlement)" ("FSP APB 14-1"). This information includes (i) GAAP
net income, (ii) non-GAAP financial measures consisting of adjusted EBITDA, adjusted
EBITDA excluding stock-based compensation, and adjusted net income for these prior periods and (iii) a reconciliation of these non-GAAP
financial measures to GAAP net income. A copy of this historical financial information is
attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by
reference into this Item.
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 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 adjusted revenues, adjusted EBITDA, adjusted
EBITDA excluding stock-based compensation, adjusted net income and adjusted earnings per
diluted share. Adjusted revenues consists of growth in total revenues excluding the
effects of currency exchange rates. Adjusted EBITDA consists of net income, excluding (i)
income taxes, (ii) other income (expense), net, (iii) depreciation and amortization, (iv)
interest income and expense, and (v) those operating expenses, gains and losses also
excluded from adjusted net income. Adjusted net income consists of net income, excluding
(i) acquisition-related charges, (ii) facility consolidation, manufacturing and
distribution transfer and system integration charges, (iii) certain employee termination
and related costs, (iv) charges associated with discontinued or withdrawn product lines,
(v) charges related to restructuring our European subsidiaries, (vi) charges related to
litigation matters or disputes, (vii) intangible asset impairment charges, (viii)
incremental professional and bank fees related to (a) the delayed filing of financial
statements and (b) waivers or possibility of obtaining waivers under our revolving credit
facility, (ix) charges recorded in connection with terminating defined benefit pension
plans, (x) charges relating to the grant of restricted stock units in connection with the
extension of the term of the CEO's employment agreement, (xi) gain related to the early
extinguishment of convertible notes; (xii) non-cash interest expense related to the
application of FSP APB 14-1, (xiii) the income tax expense/benefit related to these
adjustments, (xiv) quarterly adjustments to income tax expense/benefit related to the
cumulative impact of changes in estimated tax rates and certain infrequently occurring
items and (xv) income tax expenses or gains related to restructuring our European
subsidiaries. Adjusted net income attributable to diluted shares is calculated by multiplying adjusted net income by the diluted share
percentage shown in Note 10 of the Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2009. Adjusted earnings per diluted share are calculated by dividing adjusted net
income attributable to diluted shares by adjusted diluted weighted average shares
outstanding.
The Company believes that the presentation of adjusted revenues, adjusted EBITDA,
adjusted EBITDA excluding stock-based compensation, adjusted net income and adjusted
earnings per diluted share 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 adjusted revenues, adjusted EBITDA, adjusted EBITDA excluding stock-based
compensation, adjusted net income and adjusted earnings per diluted share 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 represent significant non-cash expenses resulting from changes in accounting
principles, or for which the amounts are not expected to recur at the same magnitude as
we further build out our finance department and implement certain tax planning
strategies, provides a supplemental measure of our operating results that facilitates
comparability of our 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.
Adjusted revenues, adjusted EBITDA, adjusted EBITDA excluding stock-based compensation,
adjusted net income and adjusted earnings per diluted share 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 adjusted revenues that we report reflects the growth in total revenues for
the quarter ended March 31, 2009 adjusted for the effects of currency exchange rates on
current period revenues. We provide this measure because changes in foreign currency
exchange rates can distort our revenue growth 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, Canadian dollars,
Japanese yen and Australian 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 have no control over.
Adjusted net income reflects net income adjusted for the following items:
•
Acquisition-related charges
. Acquisition-related charges include
in-process research and development charges, charges related to
discontinued research and development projects for product
technologies that were made redundant by an acquisition, inventory
fair value purchase accounting adjustments, and impairments to
existing intangible assets in connection with a subsequent
acquisition. 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 acquisition program, these acquisition-related
charges are not factored into the evaluation of our performance by
management after completion of 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 acquisition
transactions as well as the level of inventory on hand at the time of
acquisition.
•
Facility consolidation, manufacturing and distribution transfer, and
system integration charges
. These charges, which include employee
termination and other costs associated with exit or disposal
activities, costs related to transferring manufacturing and/or
distribution activities to different locations, and costs associated
with the worldwide implementation of a single enterprise resource
planning system, result from rationalizing and enhancing our existing
manufacturing, distribution and administrative infrastructure. Many 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
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.
•
Employee termination and related costs
. Employee termination and
related costs consist of charges related to significant reductions in
force that are not initiated in connection with facility
consolidations or manufacturing transfers and senior management level
terminations. 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.
•
Charges associated with discontinued or withdrawn product lines
. This
represents charges taken and reductions in revenue recorded in
connection with product lines that the Company discontinues or
withdraws. Management excludes this item when evaluating the Company's
operating performance because of the infrequent nature of this
activity or because many such product discontinuations are related to
recent acquisitions.
•
Charges related to restructuring our European subsidiaries
. These
amounts represent charges recorded in operating or non-operating
expenses such as levies and fees paid to government authorities,
legal, tax, accounting and consulting fees, and foreign currency gains
and losses related to intercompany loan agreements incurred directly
as a result of reorganizing our European subsidiaries and transfers of
business assets between these legal entities. Management excludes this
item when evaluating the Company's operating performance because of
the infrequent nature of this activity.
•
Charges related to litigation matters or disputes
.
These charges include estimated losses or actual
settlements and judgments against the Company related
to litigation, disputes or other similar matters.
Management excludes these items when evaluating
Integra's operating performance because of the
infrequent nature of these matters.
•
Intangible asset impairment charges
. This represents
impairment charges recorded against various intangible
assets, including completed or core technology,
customer relationships, and tradenames. Such
impairments result primarily from management decisions
to discontinue or significantly reduce promoting
certain product lines or tradenames, the inability to
incorporate existing product technologies into product
development programs, and other circumstances.
Management excludes this item when evaluating the
Company's operating performance because of the
infrequent and non-cash nature of this activity.
•
Incremental professional and bank fees related to (a)
the delayed filing of financial statements and (b)
waivers or the possibility of obtaining waivers under
our revolving credit facility
. These charges include
audit fee overruns from our independent registered
accounting firm, fees for legal advice and
consultations with our external counsel and
incremental efforts by consultants, and fees paid to
various banks in connection with waivers or the
possibility of obtaining waivers related to the late
filing of our Annual Report on Form 10-K for the year
ended December 31, 2007 and certain non-financial debt
covenants. Management excludes these items when
evaluating the Company's operating performance because
such incremental amounts are not expected to be
incurred again.
•
Charges recorded in connection with terminating
defined benefit pension plans
. This charge represents
the expense relating to the termination of defined
benefit pension plans of our subsidiaries. Management
excludes this item when evaluating the Company's
operating performance because of the infrequent and/or
large scale nature of this item.
•
Charge relating to the grant of restricted stock units
in connection with the extension of the term of the
CEO's employment agreement
. This charge was recognized
in the third quarter of 2008 upon the grant of
restricted stock units that were vested at the time of
the grant on August 6, 2008. Management excludes this
item when evaluating the Company's operating
performance because of the infrequent and non-cash
nature of this item.
•
Gain related to the early extinguishment of convertible notes
. This
charge represents the gain recorded by the Company from repurchasing
its convertible debt securities for less than their face value.
Management excludes this item when evaluating the Company's operating
performance because of the infrequent nature of this activity.
•
Non-cash interest expense related to the application
of FSP APB 14-1
. FSP APB 14-1, which the Company
adopted on January 1, 2009, 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 nonconvertible 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 this activity and because it
resulted from a change in accounting principles that
were not applicable at the time such convertible notes
were issued.
•
Income tax expense (benefit) related to the above
adjustments
. Income tax expense is adjusted by the
amount of additional tax expense or benefit 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.
•
Quarterly adjustments to income tax expense/benefit
related to the cumulative impact of changes in
estimated tax rates and certain infrequently occurring
items
. Income tax expense in the current quarter is
adjusted by the cumulative impacts in that quarter of
changes in income tax rates (statutory and estimated
effective tax rates) and certain other infrequently
occurring items (such as penalties, interest, and
settlements with government tax authorities) that
relate to prior periods. Management excludes this item
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 amounts are not adjusted by this
item, as the cumulative impacts are properly reflected
in the year-to-date adjusted results.
•
Income tax expenses or gains related to restructuring
our European subsidiaries
. Income tax expense is
adjusted by incremental tax provisions or benefits
recorded directly as a result of reorganizing our
European subsidiaries and transfers of business assets
between these legal entities. Management excludes this
item when evaluating the Company's operating
performance because of the infrequent nature of this
activity.
The measures of adjusted EBITDA and adjusted EBITDA excluding stock-based compensation
that we report reflect net income adjusted to exclude (i) income taxes, (ii) other income
(expense), net, (iii) depreciation and amortization, (v) interest income and expense and
(v) those operating expenses, gains and losses also excluded from adjusted net income.
Adjusted revenues, adjusted EBITDA, adjusted EBITDA excluding stock-based compensation,
adjusted net income and adjusted earnings per diluted share 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 some of the non-GAAP adjustments described above, and exclusion of
these items from its adjusted revenues, adjusted EBITDA, adjusted EBITDA excluding
stock-based compensation, and adjusted net income 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 adjusted revenues, adjusted EBITDA, adjusted EBITDA
excluding stock-based compensation, adjusted net income and adjusted earnings per diluted
share 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 expenses related to
transaction costs for deals which may be significant and reduce GAAP
net income.
•
All of the adjustments to 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 adjusted revenues for the quarters ended
March 31, 2009 and 2008 and GAAP net income to adjusted EBITDA and adjusted EBITDA
excluding stock-based compensation, GAAP net income to adjusted net income and GAAP
earnings per diluted share to adjusted earnings per share used by management for the
quarters ended March 31, 2009 and 2008. 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 May 6, 2009 by the Company.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1
Press release with attachments, dated May 6, 2009, issued by Integra LifeSciences Holdings Corporation
99.2
Selected Information from Website Presentations
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: May 6, 2009
By:
/s/ John B. Henneman, III
John B. Henneman, III
Title:
Executive Vice President,
Finance and Administration,
and Chief Financial Officer
EXHIBIT INDEX
Exhibit
No.
Description
99.1
Press Release, dated May 6, 2009, issued by Integra LifeSciences Holdings Corporation
99.2
Selected Information from Website Presentations