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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DELAWARE
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51-0317849
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(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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(I.R.S. EMPLOYER
IDENTIFICATION NO.)
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311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY
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08536
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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(ZIP CODE)
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Title of Each Class
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Name of Exchange on Which Registered
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Common Stock, Par Value $.01 Per Share
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The Nasdaq Stock Market LLC
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Page
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general economic and business conditions, both nationally and in our international markets;
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our expectations and estimates concerning future financial performance, financing plans and the impact of competition;
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anticipated trends in our business;
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anticipated demand for our products, particularly capital equipment;
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our ability to produce collagen-based products in sufficient quantities to meet sales demands;
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our expectations concerning our ongoing restructuring, integration and manufacturing transfer and expansion activities;
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existing and future regulations affecting our business, and enforcement of those regulations;
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our ability to obtain additional debt and equity financing to fund capital expenditures and working capital requirements and acquisitions;
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physicians' willingness to adopt our recently launched and planned products, third-party payors' willingness to provide or continue reimbursement for any of our products and our ability to secure regulatory approval for products in development;
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initiatives launched by our competitors;
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our ability to protect our intellectual property, including trade secrets;
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our ability to complete acquisitions, integrate operations post-acquisition and maintain relationships with customers of acquired entities;
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our ability to remediate all matters identified in FDA observations and warning letters that we received or may receive; and
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other risk factors described in the section entitled "Risk Factors" in this report.
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economic conditions worldwide, which could affect the ability of hospitals and other customers to purchase our products and could result in a reduction in elective and non-reimbursed operative procedures;
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the impact of acquisitions;
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the impact of our restructuring activities;
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the timing of significant customer orders, which tend to increase in the fourth quarter to coincide with the end of budget cycles for many hospitals;
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market acceptance of our existing products, as well as products in development;
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the timing of regulatory approvals as well as changes in country-specific regulatory requirements;
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changes in the rates of exchange between the U.S. dollar and other currencies of foreign countries in which we do business, such as the euro, British pound, Swiss franc, Canadian dollar, Japanese yen, Australian dollar, and Chinese yuan;
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expenses incurred and business lost in connection with product field correction actions or recalls;
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potential backorders and lost sales resulting from stoppages in production relating to product recalls or field corrective actions;
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changes in the cost or decreases in the supply of raw materials, including energy and steel;
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our ability to manufacture and ship our products efficiently or in sufficient quantities to meet sales demands;
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the timing of our research and development expenditures;
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expenditures for major initiatives;
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reimbursement for our products by third-party payors such as Medicare, Medicaid, private and public health insurers and foreign governmental health systems;
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the ability to maintain existing distribution rights to and from certain third parties;
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the ability to maintain business if or when we opt to convert such business from distributors to a direct sales model;
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the ability of our new commercial sales representatives to obtain sales targets in a reasonable time frame;
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peer-reviewed publications discussing the clinical effectiveness of the products we sell;
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inspections of our manufacturing facilities for compliance with Quality System Regulations (Good Manufacturing Practices) which could result in Form 483 observations, warning letters, injunctions or other adverse findings from the FDA or from equivalent regulatory bodies, and corrective actions, procedural changes and other actions that we determine are necessary or appropriate to address the results of those inspections, any of which may affect production and our ability to supply our customers with our products;
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changes in regulations or guidelines that impact the marketing practices for products that we sell;
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the increased regulatory scrutiny of certain of our products, including products which we manufacture for others, could result in their being removed from the market or involve field corrective actions that could affect the marketability of our products; and
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the impact of goodwill and intangible asset impairment charges if future operating results of the acquired businesses are significantly less than the results anticipated at the time of the acquisitions.
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as mentioned above, the Affordable Care Act, which is intended to expand access to health insurance coverage over time, has resulted in and will continue to result in major changes in the United States healthcare system that have had and could continue to have an adverse effect on our business, including a 2.3% excise tax on U.S. sales of most medical devices, implemented in 2013, which has adversely affected our earnings through the end of 2015 (Note: even though President Obama signed into law The Consolidated Appropriations Act in December 2015, which included a two-year moratorium on the 2.3% excise tax for medical device revenues earned in 2016 and 2017, the 2.3% excise tax automatically will be reinstated for sales of medical devices on or after January 1, 2018 unless there is further legislative action);
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third-party payors of hospital services and hospital outpatient services, including Medicare, Medicaid, private and public health insurers and foreign governmental health systems, annually revise their payment methodologies, which can result in stricter standards for reimbursement of hospital charges for certain medical procedures or the elimination of reimbursement;
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foreign governmental health systems have revised, and continue to consider whether to revise, their payment methodologies, which have resulted and could continue to result in stricter standards for reimbursement of hospital charges for certain medical procedures leading to less government reimbursement, thereby putting downward pricing pressure on our products or rendering some uneconomical;
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Medicare, Medicaid, private and public health insurer and foreign governmental cutbacks could create downward price pressure on our products;
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in the United States, local Medicare coverage as well as commercial carrier coverage determinations will reduce or eliminate reimbursement or coverage for certain of our wound matrix products as well as other collagen products in most regions, negatively affecting our market for these products, and future determinations could reduce or eliminate reimbursement or coverage for these products in other regions and could reduce or eliminate reimbursement or coverage for other products;
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there has been a consolidation among healthcare facilities and purchasers of medical devices in the United States, some of whom prefer to limit the number of suppliers from whom they purchase medical products, and these entities may decide to stop purchasing our products or demand discounts on our prices;
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there has been a growing movement of physicians becoming employees of hospitals and other healthcare entities, which aligns surgeon product choices with his or her employers' purchasing decisions, and adds to pricing pressures;
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in the United States, we are party to contracts with group purchasing organizations, which negotiate pricing for many member hospitals, that require us to discount our prices for certain of our products and limit our ability to raise prices for certain of our products, particularly surgical instruments;
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there is economic pressure to contain healthcare costs in domestic and international markets, and, regardless of the consolidation discussed above, providers generally are exploring ways to cut costs by eliminating purchases or driving reductions in the prices that they pay for medical devices;
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there are proposed and existing laws, regulations and industry policies in domestic and international markets regulating the sales and marketing practices and the pricing and profitability of companies in the healthcare industry;
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proposed laws or regulations will permit hospitals to provide financial incentives to doctors for reducing hospital costs (known as gainsharing), will award physician efficiency (known as physician profiling), and will encourage partnerships with healthcare service and goods providers to reduce prices; and
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there have been initiatives by third-party payors and foreign governmental health systems to challenge the prices charged for medical products that could affect our ability to sell products on a competitive basis.
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take a significant amount of time;
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require the expenditure of substantial financial and other resources;
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involve rigorous and expensive pre-clinical and clinical testing, as well as increased post-market surveillance;
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involve modifications, repairs or replacements of our products; and
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result in limitations on the indicated uses of our products.
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our collagen-based products, such as the Integra
®
Dermal Regeneration Template and wound matrix products, the DuraGen
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family of products, and our Absorbable Collagen Sponges;
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our products made from silicone, such as our neurosurgical shunts and drainage systems and hemodynamic shunts;
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products which use many different specialty parts from numerous suppliers, such as our intracranial monitors, catheters and headlights; and
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products that use pyrolytic carbon (i.e., PyroCarbon) technology, such as certain of our reconstructive extremity orthopedic implants.
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government officials charged with responsibility for enforcing those laws will not assert that our sales and marketing practices or customer discount arrangements are in violation of those laws or regulations; or
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government regulators or courts will interpret those laws or regulations in a manner consistent with our interpretation.
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ITEM 2.
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PROPERTIES
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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ITEM 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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2015
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2014
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High
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Low
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High
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Low
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Fourth Quarter (1)
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$
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68.60
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$
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56.44
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$
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49.17
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$
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42.29
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Third Quarter (1)
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$
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66.27
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$
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58.35
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$
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45.84
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$
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41.75
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Second Quarter (1)
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$
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63.13
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$
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53.15
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$
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43.17
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$
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39.77
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First Quarter (1)
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$
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56.65
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$
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48.27
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$
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44.76
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$
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40.25
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ITEM 6.
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SELECTED FINANCIAL DATA
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Years Ended December 31,
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2015
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2014
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2013
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2012
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2011
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(In thousands, except per share data)
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Operating Results:
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Total revenues, net
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$
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882,734
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$
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796,717
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$
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696,832
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$
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691,895
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$
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661,148
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Costs and expenses (1)
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803,147
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728,860
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661,459
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614,110
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601,770
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Operating income
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79,587
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67,857
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35,373
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77,785
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59,378
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Interest income (expense), net (2) (3)
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(23,504
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)
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(21,799
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(14,792
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)
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(13,236
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)
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(27,174
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)
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Other income (expense), net
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4,588
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(492
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(1,795
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)
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(318
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1,337
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Income from continuing operations before income taxes
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60,671
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45,566
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18,786
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64,231
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33,541
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Provision for income taxes
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53,820
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9,271
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(3,241
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)
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16,024
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1,644
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Net income from continuing operations
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$
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6,851
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$
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36,295
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$
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22,027
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$
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48,207
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$
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31,897
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Loss from discontinued operations (net of tax benefit)
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$
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(10,370
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)
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$
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(2,291
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)
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$
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(43,094
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)
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$
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(7,003
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)
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$
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(3,908
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)
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Net (loss) income
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$
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(3,519
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)
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$
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34,004
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$
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(21,067
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)
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$
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41,204
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$
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27,989
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Diluted net income per common share from continuing operations
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$
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0.19
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$
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1.10
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$
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0.76
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$
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1.69
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$
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1.08
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Diluted net income per common share from discontinued operations
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$
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(0.29
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)
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$
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(0.07
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)
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$
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(1.50
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)
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$
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(0.25
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)
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$
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(0.13
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)
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Diluted net income per common share
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$
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(0.10
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)
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$
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1.03
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$
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(0.74
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)
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$
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1.44
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$
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0.95
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Weighted average common shares outstanding for diluted net income per share
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35,677
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32,960
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28,802
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28,516
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29,495
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Years Ended December 31,
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2015
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2014
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2013
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2012
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2011
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(In thousands)
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Financial Position:
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Cash, cash equivalents (5)
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$
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48,132
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$
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71,734
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$
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120,692
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$
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99,768
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$
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98,455
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Total assets (5)
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1,774,704
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1,413,900
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1,009,796
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1,064,172
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1,092,415
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Short-term borrowings under the term loan of the senior credit facility (5)
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14,375
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3,750
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—
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—
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—
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Long-term borrowings under the revolving portion of the senior credit facility (2), (5)
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481,875
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413,125
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186,875
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321,875
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179,688
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Long-term debt (3), (5)
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218,720
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213,121
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205,182
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197,672
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352,576
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Retained earnings
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145,879
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314,960
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280,956
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302,023
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260,819
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|||||
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Stockholders’ equity (4)
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751,443
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704,322
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666,090
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517,775
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492,638
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(1)
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In 2011, we recorded a total of $13.3 million in stock-based compensation charges related to our former chief executive officer employment agreement extension, accelerated vesting of his outstanding shares upon the appointment of the new chief executive officer, and his minimum annual stock-based compensation award which was fully vested on the date of grant.
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(2)
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For each of the periods presented, we report the borrowings outstanding under the revolving portion of our Senior Credit Facility as long-term debt as well as the 2016 Notes based on our current intent and ability to repay the borrowings outside of the following twelve-month periods. We also report the term loan as long-term debt with the exception of current principal payments due within 12 months, which are classified as short-term. At December 31, 2015, we have a total of $496.3 million outstanding under our Senior Credit Facility and $603.7 million available for future borrowings.
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(3
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In 2007, we issued $165.0 million of 2.375% senior convertible notes due 2012 (the “2012 Notes”). The 2012 Notes were repaid in June 2012 in accordance with their terms.
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In 2011, we issued $230.0 million of 1.625% convertible senior notes due in 2016 (the “2016 Notes”). We expect to satisfy any conversion of the 2016 Notes with cash up to their principal amount pursuant to the net share settlement mechanism set forth in the indenture and, with respect to any excess conversion value, with shares of common stock.
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(4
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In 2015, we sold 3.795 million shares of our common stock at a price of $61.00 per share. The aggregate offering proceeds were $231.5 million. The net proceeds of the offering were $219.7 million after deducting the underwriters' discounts and commissions and all other estimated offering expenses.
In 2013, we sold 4.025 million shares of our common stock at a price of $40.00 per share. The aggregate offering proceeds were $161.0 million. The net proceeds of the offering were $152.5 million after deducting the underwriters' discounts and commissions and all other estimated offering expenses.
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(5
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)
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Presented for continuing operations only.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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•
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Regenerative Technology Platform
. We have developed numerous product lines through our proprietary collagen and polyethylene glycol technologies that are sold through every one of our sales channels.
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Diversification and Platform Synergies
. The selling platforms of Specialty Surgical Solutions, and Orthopedics and Tissue Technologies each contribute a different strength to our core business. Specialty Surgical Solutions provides us with a strong presence in the hospital, with market-leading products and comprehensive solutions for surgical specialties, such as neurosurgery, as well as a strong capacity to generate cash flows. Orthopedics and Tissue Technologies enables us to grow our top line by continuing to introduce new, differentiated products in fast-growing markets, such as joint replacement and advanced wound care, as well as to increase gross margins. We have unique synergies between these platforms, such as our regenerative technology, instrument sourcing capabilities, and enterprise contract management.
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•
|
Specialized Sales Footprint
. Our medical technology investment and manufacturing strategy provides us with a specialized set of customer call-points and synergies. We have market-leading products across our portfolio providing both scale and depth in solutions for a broad set of clinical needs across many departments in the healthcare system. We also have clinical expertise across all of our channels in the United States, and an opportunity to expand and leverage this expertise in markets worldwide. Many of our customers are facing pressure placed upon them by healthcare reform and the Affordable Care Act. In response to our customers’ needs for clinical and technical solutions across multiple departments and clinical areas, we have developed and deployed our Enterprise Selling initiative to bring unique clinical solutions to even the most difficult healthcare issues in our key accounts across multiple clinical sites and multi-hospital integrated delivery networks.
|
|
•
|
Ability to Change and Adapt
. Our corporate culture is what enables us to adapt and evolve. We have demonstrated that we can quickly and profitably integrate new products and businesses. This core strength has made it possible for us to grow over the years, and is key to our ability to grow into a multi-billion dollar company.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
Manufacturing facility remediation costs
|
$
|
—
|
|
|
$
|
1,416
|
|
|
$
|
8,230
|
|
|
Global ERP implementation charges
|
16,375
|
|
|
23,063
|
|
|
24,264
|
|
|||
|
Structural optimization charges
|
16,752
|
|
|
13,716
|
|
|
5,361
|
|
|||
|
Certain expenses associated with product recalls
|
—
|
|
|
—
|
|
|
3,431
|
|
|||
|
Certain employee termination charges
|
2,642
|
|
|
9,094
|
|
|
1,175
|
|
|||
|
Discontinued product lines charges
|
—
|
|
|
692
|
|
|
—
|
|
|||
|
Acquisition-related charges
|
15,703
|
|
|
9,182
|
|
|
2,317
|
|
|||
|
Spine spin-off charges
|
3,801
|
|
|
—
|
|
|
—
|
|
|||
|
Impairment charges
|
—
|
|
|
790
|
|
|
340
|
|
|||
|
Convertible debt non-cash interest (1)
|
7,871
|
|
|
7,140
|
|
|
6,463
|
|
|||
|
Total
|
$
|
63,144
|
|
|
$
|
65,093
|
|
|
$
|
51,581
|
|
|
(1)
|
The amounts have been reduced by $0.6 million, $0.8 million, and $1.0 million in 2015, 2014, and 2013, respectively, representing the non-cash interest that was capitalized as a component of the historical cost of assets constructed for the Company's own use. See Note 2,
Summ
ary of Signific
ant Accounting Policies
of our consolidated financial statements for more information.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
Cost of goods sold
|
$
|
17,421
|
|
|
$
|
17,094
|
|
|
$
|
17,357
|
|
|
Research and development
|
580
|
|
|
500
|
|
|
968
|
|
|||
|
Selling, general and administrative
|
38,761
|
|
|
40,359
|
|
|
26,793
|
|
|||
|
Interest expense
|
7,871
|
|
|
7,140
|
|
|
6,463
|
|
|||
|
Other income
|
(1,489
|
)
|
|
—
|
|
|
—
|
|
|||
|
Total
|
$
|
63,144
|
|
|
$
|
65,093
|
|
|
$
|
51,581
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
Segment Net Sales
|
(In thousands)
|
||||||||||
|
Specialty Surgical Solutions
|
$
|
586,918
|
|
|
$
|
554,872
|
|
|
$
|
463,296
|
|
|
Orthopedics and Tissue Technologies
|
295,816
|
|
|
241,845
|
|
|
233,536
|
|
|||
|
Total revenues
|
882,734
|
|
|
796,717
|
|
|
696,832
|
|
|||
|
Cost of goods sold
|
326,542
|
|
|
302,946
|
|
|
279,548
|
|
|||
|
Gross margin on total revenues
|
$
|
556,192
|
|
|
$
|
493,771
|
|
|
$
|
417,284
|
|
|
Gross margin as a percentage of total revenues
|
63.0
|
%
|
|
62.0
|
%
|
|
59.9
|
%
|
|||
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
Research and development
|
5.8
|
%
|
|
5.5
|
%
|
|
6.1
|
%
|
|
Selling, general and administrative
|
47.1
|
%
|
|
47.1
|
%
|
|
47.7
|
%
|
|
Intangible asset amortization
|
1.1
|
%
|
|
0.9
|
%
|
|
1.0
|
%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
Interest income
|
$
|
13
|
|
|
$
|
168
|
|
|
$
|
4,933
|
|
|
Interest expense
|
(23,517
|
)
|
|
(21,967
|
)
|
|
(19,725
|
)
|
|||
|
Other income (expense)
|
4,588
|
|
|
(492
|
)
|
|
(1,795
|
)
|
|||
|
Total non-operating income and expense
|
$
|
(18,916
|
)
|
|
$
|
(22,291
|
)
|
|
$
|
(16,587
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
United States
|
$
|
680,824
|
|
|
$
|
596,303
|
|
|
$
|
521,244
|
|
|
Europe
|
103,057
|
|
|
99,207
|
|
|
85,448
|
|
|||
|
Rest of World
|
98,853
|
|
|
101,207
|
|
|
90,140
|
|
|||
|
Total Revenues
|
$
|
882,734
|
|
|
$
|
796,717
|
|
|
$
|
696,832
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
|
Net cash provided by operating activities
|
$
|
106,692
|
|
|
$
|
58,843
|
|
|
Net cash used in investing activities
|
(364,950
|
)
|
|
(359,736
|
)
|
||
|
Net cash provided by financing activities
|
258,513
|
|
|
242,784
|
|
||
|
Effect of exchange rate fluctuations on cash
|
(4,848
|
)
|
|
(7,550
|
)
|
||
|
Net decrease in cash and cash equivalents
|
$
|
(4,593
|
)
|
|
$
|
(65,659
|
)
|
|
i.
|
a
$750.0 million
revolving credit facility which includes a
$60.0 million
sublimit for the issuance of standby letters of credit and a
$60.0 million
sublimit for swingline loans, and
|
|
ii.
|
a
$350.0 million
term loan facility.
|
|
i.
|
the Eurodollar Rate (as defined in the amendment and restatement) in effect from time to time plus the applicable rate (ranging from
1.00%
to
1.75%
), or
|
|
ii.
|
the highest of:
|
|
1.
|
the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus
0.50%
, or
|
|
2.
|
the prime lending rate of Bank of America, N.A., or
|
|
3.
|
the one-month Eurodollar Rate plus
1.00%
.
|
|
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
|
|
(In millions)
|
||||||||||||||||||
|
Convertible Securities(1)
|
$
|
227.1
|
|
|
$
|
227.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Senior Credit Facility(2) - Revolver
|
150.0
|
|
|
—
|
|
|
—
|
|
|
150.0
|
|
|
—
|
|
|||||
|
Senior Credit Facility - Term Loan
|
346.3
|
|
|
14.4
|
|
|
58.1
|
|
|
273.8
|
|
|
—
|
|
|||||
|
Interest(3)
|
22.5
|
|
|
9.6
|
|
|
10.6
|
|
|
2.3
|
|
|
—
|
|
|||||
|
Employment Agreements(4)
|
1.6
|
|
|
0.8
|
|
|
0.8
|
|
|
—
|
|
|
—
|
|
|||||
|
Operating Leases
|
50.8
|
|
|
10.0
|
|
|
12.1
|
|
|
6.2
|
|
|
22.5
|
|
|||||
|
Purchase Obligations
|
7.4
|
|
|
3.3
|
|
|
2.8
|
|
|
1.3
|
|
|
—
|
|
|||||
|
Other
|
1.9
|
|
|
1.5
|
|
|
0.2
|
|
|
0.1
|
|
|
0.1
|
|
|||||
|
Total
|
$
|
807.6
|
|
|
$
|
266.7
|
|
|
$
|
84.6
|
|
|
$
|
433.7
|
|
|
$
|
22.6
|
|
|
(1)
|
The estimated debt service obligation of the senior convertible securities includes interest expense representing the amortization of the discount on the liability component of the senior convertible notes in accordance with the authoritative guidance. See Note 5,
Debt
of our consolidated financial statements for additional information.
|
|
(2)
|
The Company may borrow and make payments against the credit facility from time to time and considers all of the outstanding amounts to be long term based on its current intent and ability to repay the borrowing outside the next twelve-month period.
|
|
(3)
|
Interest is calculated on the convertible securities based on current interest rates paid by the Company. As the revolving credit facility can be repaid at any time, no interest has been included in the calculation.
|
|
(4)
|
Amounts shown under Employment Agreements do not include compensation resulting from a change in control.
|
|
•
|
The reporting unit's financial projections, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and our strategic objectives and future growth plans.
|
|
•
|
The projected terminal value for the reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis. The terminal value reflects our assumptions related to long-term growth rates and profitability, which are based on several factors, including local and macroeconomic variables, market opportunities, and future growth plans.
|
|
•
|
The discount rate used to measure the present value of the projected future cash flows is set using a weighted-average cost of capital method that considers market and industry data as well as our specific risk factors that are likely to be considered by a market participant. The weighted-average cost of capital is our estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise.
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
|
ITEM 9B.
|
OTHER INFORMATION
|
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
Consolidated Statements of Operations for the years ended December 31, 2015, 2014 and 2013
|
F-2
|
|
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2015, 2014 and 2013
|
F-3
|
|
Consolidated Balance Sheets as of December 31, 2014 and 2015
|
F-4
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2015, 2014 and 2013
|
F-5
|
|
Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2015, 2014 and 2013
|
F-6
|
|
Notes to Consolidated Financial Statements
|
F-7
|
|
|
|
|
2. Financial Statement Schedules.
|
|
|
|
|
|
Schedule II — Valuation and Qualifying Accounts
|
F-
43
|
|
2.1
|
|
Stock Purchase Agreement, dated as of October 25, 2013, by and between Covidien Group S.A.R.L. and Integra LifeSciences Corporation (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2014)
|
|
|
|
|
|
2.2
|
|
Stock and Asset Purchase Agreement by and among Medtronic, Inc., Medtronic Xomed Instrumentation, SAS, and Integra LifeSciences Corporation, dated as of September 12, 2014 (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 27, 2014)
|
|
|
|
|
|
2.3
|
|
Separation and Distribution Agreement between Integra LifeSciences Holdings Corporation and SeaSpine Holdings Corporation, dated as of June 30, 2015 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 7, 2015)
|
|
|
|
|
|
2.4
|
|
Agreement and Plan of Merger by and among Integra LifeSciences Corporation, Patriot S1, Inc., TEI Biosciences Inc. and Dr. Yiannis Monovoukas, dated as of June 26, 2015 (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 20, 2015)
|
|
|
|
|
|
2.5
|
|
Agreement and Plan of Merger by and among Integra LifeSciences Corporation, Patriot S2, Inc., TEI Medical Inc. and Dr. Yiannis Monovoukas, dated as of June 26, 2015 (Incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on July 20, 2015)
|
|
|
|
|
|
3.1(a)
|
|
Amended and Restated Certificate of Incorporation of the Company dated February 16, 1993 (Incorporated by reference to Exhibit 3.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
|
|
3.1(b)
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 22, 1998 (Incorporated by reference to Exhibit 3.1(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998)
|
|
|
|
|
|
3.1(c)
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 17, 1999 (Incorporated by reference to Exhibit 3.1(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company, effective as of May 17, 2012 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 13, 2012)
|
|
|
|
|
|
4.1
|
|
Purchase Agreement, dated June 9, 2011, by and between Integra LifeSciences Holdings Corporation and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
4.2
|
|
Indenture, dated June 15, 2011, by and between Integra LifeSciences Holdings Corporation and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
4.3(a)
|
|
Credit Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2005)
|
|
|
|
|
|
4.3(b)
|
|
First Amendment, dated as of February 15, 2006, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
|
|
4.3(c)
|
|
Second Amendment, dated as of February 23, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 27, 2007)
|
|
|
|
|
|
4.3(d)
|
|
Third Amendment, dated as of June 4, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank, FSB, as Syndication Agent and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank of Canada, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 6, 2007)
|
|
|
|
|
|
4.3(e)
|
|
Fourth Amendment, dated as of September 5, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank FSB, as Syndication Agent and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank of Canada, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2007)
|
|
|
|
|
|
4.3(f)
|
|
Amended and Restated Credit Agreement, dated as of August 10, 2010, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JP Morgan Chase Bank, as Syndication Agent, and HSBC Bank USA, NA, RBC Capital Markets, Wells Fargo Bank, N.A., Fifth Third Bank, DNB NOR Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2010)
|
|
|
|
|
|
4.3(g)
|
|
Second Amended and Restated Credit Agreement, dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank N.A. as Syndication Agent, and, HSBC Bank USA, NA, Royal Bank of Canada, Wells Fargo Bank, N.A., Fifth Third Bank, DNB NOR Bank ASA, and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2011)
|
|
|
|
|
|
4.3(h)
|
|
First Amendment, dated as of May 11, 2012, to Second Amended and Restated Credit Agreement dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank, NA, Royal Bank of Canada, Wells Fargo Bank, NA, Fifth Third Bank, DNB Nor Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
|
|
|
|
|
|
4.3(i)
|
|
Second Amendment, dated as of June 21, 2013, to Second Amended and Restated Credit Agreement dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank USA, National Association, Royal Bank of Canada, Wells Fargo Bank, National Association, Fifth Third Bank, DNB Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 24, 2013)
|
|
|
|
|
|
4.3(j)
|
|
Third Amended and Restated Credit Agreement, dated as of July 2, 2014, among Integra LifeSciences Holdings Corporation, the other lenders party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent and HSBC Bank USA, National Association, Royal Bank of Canada, Citizens Bank, National Association, DNB Capital LLC, Credit Agricole-Corporate and Investment Bank and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 9, 2014)
|
|
|
|
|
|
4.3(k)
|
|
First Amendment, dated as of December 19, 2014, to that Third Amended and Restated Credit Agreement, among Integra LifeSciences Holdings Corporation, a syndicate of lending banks, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and HSBC Bank USA, National Association, Royal Bank of Canada, Citizens Bank, National Association, DNB Capital LLC, Crédit Agricole-Corporate and Investment Bank, and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 29, 2014)
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4.3(l)
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Second Amendment, dated August 28, 2015, to that Third Amended and Restated Credit Agreement, among Integra LifeSciences Holdings Corporation, a syndicate of lending banks, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and HSBC Bank USA, National Association, Royal Bank of Canada, Citizens Bank, National Association, DNB Capital LLC, Crédit Agricole-Corporate and Investment Bank and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 1, 2015)
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4.4
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Security Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation and the additional grantors party thereto in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
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4.5
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Pledge Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation and the additional grantors party thereto in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
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4.6
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Subsidiary Guaranty Agreement, dated as of December 22, 2005, among the guarantors party thereto and individually as a “Guarantor”), in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
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4.7
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Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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4.8
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Form of 2.75% Senior Convertible Note due 2010 (included in Exhibit 4.8) (Incorporated by reference to Exhibit B to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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4.9
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Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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4.10
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Form of 2.375% Senior Convertible Note due 2012 (included in Exhibit 4.10) (Incorporated by reference to Exhibit B to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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4.11
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Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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4.12
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Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.1(a)
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Lease between Plainsboro Associates and American Biomaterials Corporation dated as of April 16, 1985, as assigned to Colla-Tec, Inc. on September 30, 1988 and as amended on November 1, 1992 as Lease Modification #1 (Incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form 10/A (File No. 0-26224) which became effective on August 8, 1995)
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10.1(b)
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Lease Modification #2 entered into as of October 28, 2005, by and between Plainsboro Associates and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2005)
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10.1(c)
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Lease Modification #3 entered into as of March 2, 2011, by and between Plainsboro Associates and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 3, 2011)
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10.2 (a)
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Equipment Lease Agreement between Medicus Corporation and the Company, dated as of June 1, 2000 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)
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10.2(b)
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First Amendment to Equipment Lease Agreement between Medicus Corporation and the Company, dated as of June 29, 2010 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)
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10.3(a)
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Form of Indemnification Agreement between the Company and [ ] dated August 16, 1995, including a schedule identifying the individuals that are a party to such Indemnification Agreements (Incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1 (File No. 33-98698) which became effective on January 24, 1996)*
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10.3(b)
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Form of Indemnification Agreement for Non-Employee Directors and Officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
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10.4
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1996 Incentive Stock Option and Non-Qualified Stock Option Plan (as amended through December 27, 1997) (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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10.5
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1998 Stock Option Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
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10.6
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1999 Stock Option Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
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10.7(a)
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Employee Stock Purchase Plan (as amended on May 17, 2004) (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-127488) filed on August 12, 2005)*
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10.7(b)
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First Amendment to Employee Stock Purchase Plan, dated October 26, 2005 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2005)*
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10.8(a)
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2000 Equity Incentive Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
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10.8(b)
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Amendment to 2000 Equity Incentive Plan (effective as of May 17, 2012) (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
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10.8(c)
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Amendment to 2000 Equity Incentive Plan (effective as of January 1, 2013) (Incorporated by reference to Exhibit 10.8(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
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10.9(a)
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2001 Equity Incentive Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
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10.9(b)
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Amendment to 2001 Equity Incentive Plan (effective as of May 17, 2012) (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
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10.9(c)
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Amendment to 2001 Equity Incentive Plan (effective as of January 1, 2013) (Incorporated by reference to Exhibit 10.9(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
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10.10(a)
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Second Amended and Restated 2003 Equity Incentive Plan effective May 19, 2010 (Incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed May 21, 2010)*
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10.10(b)
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Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective May 17, 2012 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
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10.10(c)
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Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective January 1, 2013 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)*
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10.10(d)
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Third Amended and Restated 2003 Equity Incentive Plan effective May 22, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 29, 2015)*
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10.11(a)
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Second Amended and Restated Employment Agreement dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)*
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10.11(b)
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Amendment 2006-1, dated as of December 19, 2006, to the Second Amended and Restated Employment Agreement, between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2006)*
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10.11(c)
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Amendment 2008-1, dated as of March 6, 2008, to the Second Amended and Restated Employment Agreement, between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.12(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.11(d)
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Amendment 2008-2, dated as of August 6, 2008, to the Second Amended and Restated Employment Agreement between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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10.11(e)
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Amendment 2009-1, dated as of April 13, 2009, to the Second Amended and Restated Employment Agreement between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
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10.11(f)
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Letter Agreement dated May 17, 2011 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 23, 2011)*
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10.11(g)
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Letter dated December 20, 2011 from Stuart M. Essig to the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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10.11(h)
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Letter Agreement dated June 7, 2012 between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2012)*
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10.12
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Indemnity letter agreement dated December 27, 1997 from the Company to Stuart M. Essig (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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10.13(a)
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Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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10.13(b)
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Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.13(c)
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Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)*
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10.14(a)
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Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company dated December 19, 2005 (Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)*
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10.14(b)
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Amendment 2008-1, dated as of January 2, 2008, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.15(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.14(c)
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Amendment 2008-2, dated as of December 18, 2008, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
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10.14(d)
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Amendment 2009-1, dated as of April 13, 2009, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
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10.14(e)
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Amendment 2010-1, dated as of October 12, 2010, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 12, 2010)*
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10.14(f)
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Letter dated as of February 22, 2012 from John B. Henneman, III to the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 22, 2012)*
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10.14(g)
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Second Amended and Restated 2005 Employment Agreement between the Company and John B. Henneman, III (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2014)*
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10.15
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Consulting Agreement, dated October 12, 2010, between the Company and Inception Surgical (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.16
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Severance Agreement between Richard D. Gorelick and the Company dated as of January 3, 2012 (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)*
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10.17(a)
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Severance Agreement between Judith O’Grady and the Company dated as of January 4, 2010 (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)*
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10.17(b)
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Severance Agreement between Judith O’Grady and the Company dated as of January 3, 2011 (Incorporated by reference to Exhibit 10.17(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.17(c)
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Severance Agreement between Judith O’Grady and the Company dated as of January 3, 2012 (Incorporated by reference to Exhibit 10.16(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)*
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10.18(a)
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Employment Agreement, dated as of October 12, 2010, between Peter J. Arduini and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 12, 2010)*
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10.18(b)
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Amended and Restated Employment Agreement dated December 20, 2011 between Peter J. Arduini and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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10.18(c)
|
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Second Amended and Restated Employment Agreement between the Company and Peter J. Arduini (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 20, 2014)*
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10.19
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Form of Notice of Stock Option Grant with Eight-Year Term for Peter J. Arduini (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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10.20
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Letter Agreement dated February 19, 2013 between Peter J. Arduini and Integra LifeSciences Holdings Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 25, 2013)*
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10.21(a)
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Lease Contract, dated April 1, 2005, between the Puerto Rico Industrial Development Company and Integra CI, Inc. (executed on September 15, 2006) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
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10.21(b)
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Amendment to Lease Contract dated as of November 2, 2011, between Integra CI, Inc. and Puerto Rico Industrial Development Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2011)
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10.21(c)
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Termination of Amendment to Lease Contract, dated as of April 2, 2012, between Integra CI, Inc. and Puerto Rico Industrial Development Company (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
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10.22
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Restricted Units Agreement dated December 27, 1997 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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10.23
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Stock Option Grant and Agreement pursuant to 1999 Stock Option Plan dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.24
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Stock Option Grant and Agreement pursuant to 2000 Equity Incentive Plan dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.25(a)
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Restricted Units Agreement dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.25(b)
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Amendment 2006-1, dated as of October 30, 2006, to the Stuart M. Essig Restricted Units Agreement dated as of December 22, 2000 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2006)*
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10.26
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Stock Option Grant and Agreement pursuant to 2003 Equity Incentive Plan dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.27(a)
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Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.27(b)
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Amendment 2006-1, dated as of October 30, 2006, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2006)*
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10.27(c)
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Amendment 2008-1, dated as of March 6, 2008, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004 (Incorporated by reference to Exhibit 10.25(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.27(d)
|
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Amendment 2011-1, dated as of May 17, 2011, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 24, 2004 (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.28
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Contract Stock/Units Agreement dated as of May 17, 2011 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
May 23, 2011)*
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10.29
|
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Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreements between the Company and Mr. Essig (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.30
|
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Form of Stock Option Grant and Agreement between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.31(a)
|
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Form of Contract Stock/Restricted Units Agreement for Stuart M. Essig (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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10.31(b)
|
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New Form of Contract Stock/Restricted Units Agreement (for Annual Equity Awards) for Stuart M. Essig (Incorporated by reference to Exhibit 10.28(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.31(c)
|
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Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreement between the Company and Mr. Essig (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.32
|
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Form of Performance Stock Agreement for Stuart M. Essig (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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10.33
|
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Form of Restricted Stock Agreement for Stuart M. Essig for 2009 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 13, 2009)*
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10.34
|
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Form of Performance Stock Agreement (Executive Officers) (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 25, 2013)*
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10.35
|
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Performance Incentive Compensation Plan effective January 1, 2013 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)*
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10.36
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New Form of Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan (for 2011) Annual Equity Award for Stuart M. Essig) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.37
|
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Form of Notice of Grant of Stock Option and Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 29, 2005)*
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10.38
|
|
Form of Non-Qualified Stock Option Agreement (Non-Directors) (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.39
|
|
Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.40
|
|
Form of Non-Qualified Stock Option Agreement (Directors) (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.41
|
|
Form of Stock Option Agreement (Executive Officers) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*
|
|
|
|
|
|
10.42
|
|
Form of Stock Option Agreement for Glenn Coleman (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*
|
|
|
|
|
|
10.43
|
|
Agreement and General Release by and between Robert Paltridge and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*
|
|
|
|
|
|
10.44(a)
|
|
Form of Change in Control Severance Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 1, 2014)*
|
|
|
|
|
|
10.44(b)
|
|
Form of Change in Control Severance Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 30, 2015)*
|
|
|
|
|
|
10.45(a)
|
|
Compensation of Directors of the Company effective May 17, 2011 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2010)*
|
|
|
|
|
|
10.45(b)
|
|
Compensation of Non-Employee Directors of the Company effective May 17, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2012)*
|
|
|
|
|
|
10.45(c)
|
|
Compensation of Non-Employee Directors of the Company effective May 22, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2012)*
|
|
|
|
|
|
10.45(d)
|
|
Compensation of Non-Employee Directors of the Company effective July 24, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 29, 2013)*
|
|
|
|
|
|
10.45(e)
|
|
Compensation of Non-Employee Directors of the Company effective May 22, 2015 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 18, 2014)*
|
|
|
|
|
|
10.45(f)
|
|
Compensation of Non-Employee Directors of the Company effective May 24, 2016 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2015)*
|
|
|
|
|
|
10.46(a)
|
|
Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
|
|
10.46(b)
|
|
New Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.38(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
|
|
|
|
|
|
10.46(c)
|
|
Form of Restricted Stock Agreement for Executive Officers - Annual Vesting (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2009)*
|
|
|
|
|
|
10.46(d)
|
|
Form of Restricted Stock Agreement for Executive Officers - Annual Vesting (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
|
|
10.46(e)
|
|
New Form of Restricted Stock Agreement for Executive Officers - Annual Vesting (Incorporated by reference to Exhibit 10.38(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
|
|
|
|
|
|
10.46(f)
|
|
Form of Restricted Stock Agreement for Executive Officers - Cliff Vesting (Incorporated by reference to Exhibit 10.8 to the Company’s Quarter Report on Form 10-Q for the quarter ended March 31, 2009)*
|
|
|
|
|
|
10.46(g)
|
|
Form of Restricted Stock Agreement for Executive Officers - Cliff Vesting (Incorporated by reference to Exhibit 10.6 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
|
|
10.46(h)
|
|
New Form of Restricted Stock Agreement for Executive Officers - Cliff Vesting (Incorporated by reference to Exhibit 10.38(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
|
|
|
|
|
|
10.46(i)
|
|
Form of Restricted Stock Agreement for Mr. Henneman for 2008 and 2009 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
|
|
|
|
|
|
10.46(j)
|
|
Form of Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan for Mr. Henneman (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
|
|
|
|
|
|
10.46(k)
|
|
Form of Option Agreement for John B. Henneman, III (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2008)*
|
|
|
|
|
|
10.46(l)
|
|
Form of Performance Stock Agreement for John B. Henneman, III (Incorporated by reference to Exhibit 10.37(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
|
|
|
|
|
|
10.46(m)
|
|
Form of Contract Stock/Restricted Units Agreement (for Signing Grant) for Mr. Arduini (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
|
|
10.46(n)
|
|
Form of Contract Stock/Restricted Units Agreement (for Annual Equity Awards) for Mr. Arduini (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
|
|
10.46(o)
|
|
Form of Non-Qualified Stock Option Agreement for Mr. Arduini (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
|
|
10.46(p)
|
|
Form of Restricted Stock Agreement for Mr. Henneman (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
|
|
10.46(q)
|
|
Form of Restricted Stock Agreement (Annual Vesting) for Mr. Henneman (Incorporated by reference to Exhibit 10.39(n) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)*
|
|
|
|
|
|
10.47
|
|
Annual Executive Physical Medical Exam Arrangement (Incorporated by reference to the Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 29, 2013)*
|
|
|
|
|
|
10.48
|
|
Reimbursement of Legal Fees Arrangement for CFO (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 29, 2013)*
|
|
|
|
|
|
10.49
|
|
Amended and Restated Management Incentive Compensation Plan, as of January 1, 2008 (Incorporated by reference to Exhibit 10.43(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
|
|
|
|
|
|
10.50
|
|
Form of 2010 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
10.51
|
|
Form of 2012 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
10.52
|
|
Form of 2010 Amended and Restated Issuer Warrant Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
10.53
|
|
Form of 2012 Amended and Restated Issuer Warrant Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
10.54
|
|
Letter Agreement, dated June 9, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.55
|
|
Letter Agreement, dated June 9, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.56
|
|
Letter Agreement, dated June 9, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.57
|
|
Letter Agreement, dated June 9, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.58
|
|
Letter Agreement, dated June 9, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.59
|
|
Letter Agreement, dated June 9, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.60
|
|
Letter Agreement, dated June 9, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.61
|
|
Letter Agreement, dated June 9, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.62
|
|
Letter Agreement, dated June 14, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.63
|
|
Letter Agreement, dated June 14, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.64
|
|
Letter Agreement, dated June 14, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.65
|
|
Letter Agreement, dated June 14, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.66
|
|
Letter Agreement, dated June 14, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.13 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.67
|
|
Letter Agreement, dated June 14, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.14 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.68
|
|
Letter Agreement, dated June 14, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.15 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.69
|
|
Letter Agreement, dated June 14, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.16 to the Company’s Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
10.70
|
|
Piggyback Registration Rights Agreement dated December 22, 2008 between Integra LifeSciences Holdings Corporation and George Heenan, Thomas Gilliam and Michael Evers, as trustees of The Bruce A. LeVahn 2008 Trust and Steven M. LeVahn (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2008)
|
|
|
|
|
|
10.71(a)
|
|
Lease Agreement between 109 Morgan Lane, LLC and Integra LifeSciences Corporation, dated May 15, 2008 (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
|
|
|
|
|
|
10.71(b)
|
|
First Amendment to Lease Agreement between 109 Morgan Lane, LLC and Integra LifeSciences Corporation, dated March 9, 2009 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)
|
|
10.71(c)
|
|
Lease Agreement dated as of July 1, 2013, between 109 Morgan Lane, LLC and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 1, 2013)
|
|
|
|
|
|
10.72
|
|
Offer Letter between Glenn Coleman and the Company (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 29, 2014)*
|
|
|
|
|
|
12.1
|
|
Statement Regarding the Computation of Ratio of Earnings to Fixed Charges and Preferred Share Dividends for the Years Ended 2008, 2009, 2010, 2011 and 2012, and the Nine Months Ended September 30, 2013 (Incorporated by reference to Exhibit 12.1 to the Company’s Registration Statement on Form S-3 ASR filed November 4, 2013)
|
|
|
|
|
|
18.1
|
|
Preferability letter of Independent Public Accounting Firm dated May 1, 2014 (Incorporated by reference to Exhibit 18 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014)
|
|
|
|
|
|
18.2
|
|
Preferability Letter of Independent Public Accounting Firm dated July 31, 2012 (Incorporated by reference to Exhibit 18.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
|
|
|
|
|
|
21
|
|
Subsidiaries of the Company+
|
|
|
|
|
|
23
|
|
Consent of Pricewaterhouse Coopers LLP+
|
|
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
|
|
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
|
|
|
|
|
|
32.1
|
|
Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
|
|
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
|
|
|
|
|
|
99.1
|
|
Letter, dated December 21, 2011, from the United States Food and Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 5, 2012)
|
|
|
|
|
|
99.2
|
|
Food and Drug Administration Form FDA-483, dated July 30, 2012, relating to inspection of Plainsboro, NJ manufacturing facility (Incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
|
|
|
|
|
|
99.3
|
|
Letter, dated November 1, 2012, from the United States Food and Drug Administration to Integra NeuroSciences Ltd. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 13, 2012)
|
|
99.4
|
|
Letter, dated February 13, 2013, from the United States Federal Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 19, 2013)
|
|
99.5
|
|
Letter, dated September 24, 2013, from the United States Federal Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 27, 2013)
|
|
|
|
|
|
99.6
|
|
Food and Drug Administration Form FDA-483, dated November 26, 2013, relating to the inspection of the Añasco Facility (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 3, 2013)
|
|
|
|
|
|
99.7
|
|
Letter, dated January 14, 2015, from the United States Food and Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 20, 2015)
|
|
|
|
|
|
99.8
|
|
Letter, dated May 29, 2015, from the United States Food and Drug Administration to TEI Biosciences Inc. (Incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015)
|
|
|
|
|
|
99.9
|
|
Letter, dated June 30, 2015, from the United States Food and Drug Administration to Integra LifeSciences (Ireland) Limited (Incorporated by reference to Exhibit 99.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015)
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document+#
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document+#
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document+#
|
|
|
|
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document+#
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document+#
|
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
|
+
|
Indicates this document is filed as an exhibit herewith.
|
|
#
|
The financial information of Integra LifeSciences Holdings Corporation Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 26, 2016 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statement of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) Parenthetical Data to the Consolidated Balance Sheets, (v) the Consolidated Statements of Cash Flows, (vi) the Consolidated Statements of Changes in Stockholders’ Equity, and (vii) Notes to Consolidated Financial Statements, is furnished electronically herewith.
|
|
|
|
|
|
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
|
|
|
|
|
By:
|
/s/ Peter J. Arduini
|
|
|
Peter J. Arduini
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Peter J. Arduini
|
|
President and Chief Executive Officer,
|
|
February 26, 2016
|
|
Peter J. Arduini
|
|
and Director (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Glenn G. Coleman
|
|
Corporate Vice President and
|
|
February 26, 2016
|
|
Glenn G. Coleman
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Stuart M. Essig, Ph.D.
|
|
Chairman of the Board
|
|
February 26, 2016
|
|
Stuart M. Essig, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Keith Bradley, Ph.D.
|
|
Director
|
|
February 26, 2016
|
|
Keith Bradley, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Richard E. Caruso, Ph.D.
|
|
Director
|
|
February 26, 2016
|
|
Richard E. Caruso, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Barbara B. Hill
|
|
Director
|
|
February 26, 2016
|
|
Barbara B. Hill
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Lloyd W. Howell, Jr.
|
|
Director
|
|
February 26, 2016
|
|
Lloyd W. Howell, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Donald E. Morel, Jr., Ph.D.
|
|
Director
|
|
February 26, 2016
|
|
Donald E. Morel, Jr., Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Raymond G. Murphy
|
|
Director
|
|
February 26, 2016
|
|
Raymond G. Murphy
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Christian S. Schade
|
|
Director
|
|
February 26, 2016
|
|
Christian S. Schade
|
|
|
|
|
|
|
|
|
|
|
|
/s/ James M. Sullivan
|
|
Director
|
|
February 26, 2016
|
|
James M. Sullivan
|
|
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
|
Total revenue, net
|
$
|
882,734
|
|
|
$
|
796,717
|
|
|
$
|
696,832
|
|
|
Costs and Expenses:
|
|
|
|
|
|
||||||
|
Cost of goods sold
|
326,542
|
|
|
302,946
|
|
|
279,548
|
|
|||
|
Research and development
|
50,895
|
|
|
43,559
|
|
|
42,622
|
|
|||
|
Selling, general and administrative
|
415,757
|
|
|
375,545
|
|
|
332,190
|
|
|||
|
Intangible asset amortization
|
9,953
|
|
|
6,810
|
|
|
7,099
|
|
|||
|
Total costs and expenses
|
803,147
|
|
|
728,860
|
|
|
661,459
|
|
|||
|
Operating income
|
79,587
|
|
|
67,857
|
|
|
35,373
|
|
|||
|
Interest income
|
13
|
|
|
168
|
|
|
4,933
|
|
|||
|
Interest expense
|
(23,517
|
)
|
|
(21,967
|
)
|
|
(19,725
|
)
|
|||
|
Other income (expense), net
|
4,588
|
|
|
(492
|
)
|
|
(1,795
|
)
|
|||
|
Income from continuing operations before income taxes
|
60,671
|
|
|
45,566
|
|
|
18,786
|
|
|||
|
Provision (benefit) for income taxes
|
53,820
|
|
|
9,271
|
|
|
(3,241
|
)
|
|||
|
Net income from continuing operations
|
$
|
6,851
|
|
|
$
|
36,295
|
|
|
$
|
22,027
|
|
|
Loss from discontinued operations (net of tax benefit)
|
$
|
(10,370
|
)
|
|
$
|
(2,291
|
)
|
|
$
|
(43,094
|
)
|
|
Net (loss) income
|
$
|
(3,519
|
)
|
|
$
|
34,004
|
|
|
$
|
(21,067
|
)
|
|
|
|
|
|
|
|
||||||
|
Net (loss) income per share - basic:
|
|
|
|
|
|
||||||
|
Income from continuing operations
|
$
|
0.20
|
|
|
$
|
1.12
|
|
|
$
|
0.78
|
|
|
Loss from discontinued operations
|
$
|
(0.30
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(1.52
|
)
|
|
Net (loss) income per share - basic
|
$
|
(0.10
|
)
|
|
$
|
1.05
|
|
|
$
|
(0.74
|
)
|
|
|
|
|
|
|
|
||||||
|
Net (loss) income per share - diluted:
|
|
|
|
|
|
||||||
|
Income from continuing operations
|
$
|
0.19
|
|
|
$
|
1.10
|
|
|
$
|
0.76
|
|
|
Loss from discontinued operations
|
$
|
(0.29
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(1.50
|
)
|
|
Net (loss) income per share - diluted
|
$
|
(0.10
|
)
|
|
$
|
1.03
|
|
|
$
|
(0.74
|
)
|
|
|
|
|
|
|
|
||||||
|
Weighted average common shares outstanding (See Note 12):
|
|
|
|
|
|
||||||
|
Basic
|
34,495
|
|
|
32,432
|
|
|
28,416
|
|
|||
|
Diluted
|
35,677
|
|
|
32,960
|
|
|
28,802
|
|
|||
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
Net (loss) income
|
$
|
(3,519
|
)
|
|
$
|
34,004
|
|
|
$
|
(21,067
|
)
|
|
Other comprehensive income (loss), before tax:
|
|
|
|
|
|
||||||
|
Change in foreign currency translation adjustments
|
(25,841
|
)
|
|
(26,674
|
)
|
|
5,874
|
|
|||
|
|
|
|
|
|
|
||||||
|
Unrealized loss on derivatives
|
|
|
|
|
|
||||||
|
Unrealized derivative losses arising during period
|
(25
|
)
|
|
(206
|
)
|
|
(110
|
)
|
|||
|
Less: Reclassification adjustments for losses included in net income (loss)
|
(923
|
)
|
|
(1,747
|
)
|
|
(1,830
|
)
|
|||
|
Unrealized gain on derivatives
|
898
|
|
|
1,541
|
|
|
1,720
|
|
|||
|
|
|
|
|
|
|
||||||
|
Defined benefit pension plan - net gain (loss) arising during period
|
904
|
|
|
1,672
|
|
|
(1,398
|
)
|
|||
|
|
|
|
|
|
|
||||||
|
Total other comprehensive income (loss), before tax
|
(24,039
|
)
|
|
(23,461
|
)
|
|
6,196
|
|
|||
|
Income tax (expense) benefit related to items in other comprehensive income (loss)
|
(375
|
)
|
|
(954
|
)
|
|
(472
|
)
|
|||
|
Total other comprehensive income (loss), net of tax
|
(24,414
|
)
|
|
(24,415
|
)
|
|
5,724
|
|
|||
|
|
|
|
|
|
|
||||||
|
Comprehensive income (loss), net of tax
|
$
|
(27,933
|
)
|
|
$
|
9,589
|
|
|
$
|
(15,343
|
)
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
|
ASSETS
|
|
|
|
||||
|
Current Assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
48,132
|
|
|
$
|
71,734
|
|
|
Restricted cash and cash equivalents
|
4,073
|
|
|
—
|
|
||
|
Trade accounts receivable, net of allowances of $5,572 and $5,659
|
132,241
|
|
|
110,414
|
|
||
|
Inventories, net
|
211,429
|
|
|
189,133
|
|
||
|
Deferred tax assets
|
—
|
|
|
30,564
|
|
||
|
Prepaid expenses and other current assets
|
42,620
|
|
|
27,691
|
|
||
|
Current assets of discontinued operations
|
—
|
|
|
99,785
|
|
||
|
Total current assets
|
438,495
|
|
|
529,321
|
|
||
|
Property, plant and equipment, net
|
205,181
|
|
|
193,626
|
|
||
|
Intangible assets, net
|
603,740
|
|
|
412,568
|
|
||
|
Goodwill
|
512,389
|
|
|
363,479
|
|
||
|
Deferred tax assets
|
6,932
|
|
|
4,471
|
|
||
|
Other assets
|
7,967
|
|
|
10,220
|
|
||
|
Non-current assets of discontinued operations
|
—
|
|
|
73,734
|
|
||
|
Total assets
|
$
|
1,774,704
|
|
|
$
|
1,587,419
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Current Liabilities:
|
|
|
|
||||
|
Borrowings under senior credit facility
|
$
|
14,375
|
|
|
$
|
3,750
|
|
|
Accounts payable, trade
|
34,772
|
|
|
28,867
|
|
||
|
Deferred revenue
|
5,666
|
|
|
5,176
|
|
||
|
Accrued compensation
|
45,154
|
|
|
34,643
|
|
||
|
Accrued expenses and other current liabilities
|
39,160
|
|
|
39,809
|
|
||
|
Current liabilities of discontinued operations
|
—
|
|
|
13,780
|
|
||
|
Total current liabilities
|
139,127
|
|
|
126,025
|
|
||
|
Long-term borrowings under senior credit facility
|
481,875
|
|
|
413,125
|
|
||
|
Long-term convertible securities
|
218,720
|
|
|
213,121
|
|
||
|
Deferred tax liabilities
|
154,891
|
|
|
100,417
|
|
||
|
Other liabilities
|
28,648
|
|
|
27,778
|
|
||
|
Long-term liabilities of discontinued operations
|
—
|
|
|
2,631
|
|
||
|
Total liabilities
|
1,023,261
|
|
|
883,097
|
|
||
|
Commitments and contingencies
|
|
|
|
||||
|
Stockholders’ Equity:
|
|
|
|
||||
|
Preferred Stock; no par value; 15,000 authorized shares; none outstanding
|
—
|
|
|
—
|
|
||
|
Common stock; $0.01 par value; 60,000 authorized shares; 45,857 and 41,644 issued at December 31, 2015 and 2014, respectively
|
459
|
|
|
416
|
|
||
|
Additional paid-in capital
|
1,020,128
|
|
|
779,555
|
|
||
|
Treasury stock, at cost; 8,915 and 8,907 shares at December 31, 2015 and 2014, respectively
|
(367,121
|
)
|
|
(367,121
|
)
|
||
|
Accumulated other comprehensive loss
|
(47,902
|
)
|
|
(23,488
|
)
|
||
|
Retained earnings
|
145,879
|
|
|
314,960
|
|
||
|
Total stockholders’ equity
|
751,443
|
|
|
704,322
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
1,774,704
|
|
|
$
|
1,587,419
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
|
Net (loss) income
|
$
|
(3,519
|
)
|
|
$
|
34,004
|
|
|
$
|
(21,067
|
)
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
|
Loss from discontinued operations, net of tax
|
10,370
|
|
|
2,291
|
|
|
43,094
|
|
|||
|
Depreciation and amortization
|
58,863
|
|
|
46,434
|
|
|
31,013
|
|
|||
|
Non-cash impairment charges
|
380
|
|
|
790
|
|
|
340
|
|
|||
|
Deferred income tax provision (benefit)
|
(351
|
)
|
|
(6,849
|
)
|
|
(1,341
|
)
|
|||
|
Non-cash valuation allowance
|
37,210
|
|
|
—
|
|
|
—
|
|
|||
|
Share-based compensation
|
15,450
|
|
|
14,554
|
|
|
9,842
|
|
|||
|
Amortization of debt issuance costs
|
2,264
|
|
|
2,571
|
|
|
2,298
|
|
|||
|
Non-cash interest expense
|
7,911
|
|
|
7,104
|
|
|
6,463
|
|
|||
|
Payment of accreted interest
|
(384
|
)
|
|
—
|
|
|
—
|
|
|||
|
Loss on disposal of property and equipment
|
481
|
|
|
909
|
|
|
1,965
|
|
|||
|
Excess tax benefits from stock-based compensation arrangements
|
(3,792
|
)
|
|
(1,384
|
)
|
|
(270
|
)
|
|||
|
Change in fair value of contingent consideration
|
(177
|
)
|
|
(764
|
)
|
|
—
|
|
|||
|
Gain on bargain purchase
|
(1,111
|
)
|
|
—
|
|
|
—
|
|
|||
|
Changes in assets and liabilities, net of business acquisitions:
|
|
|
|
|
|
||||||
|
Accounts receivable
|
(16,231
|
)
|
|
(17,145
|
)
|
|
1,010
|
|
|||
|
Inventories
|
(3,759
|
)
|
|
(24,138
|
)
|
|
(27,364
|
)
|
|||
|
Prepaid expenses and other current assets
|
(233
|
)
|
|
16,526
|
|
|
1,996
|
|
|||
|
Other non-current assets
|
610
|
|
|
(10,914
|
)
|
|
1,872
|
|
|||
|
Accounts payable, accrued expenses and other current liabilities
|
1,629
|
|
|
(1,907
|
)
|
|
1,334
|
|
|||
|
Deferred revenue
|
136
|
|
|
1,118
|
|
|
697
|
|
|||
|
Other non-current liabilities
|
945
|
|
|
(4,357
|
)
|
|
1,159
|
|
|||
|
Net cash provided by operating activities of continuing operations
|
106,692
|
|
|
58,843
|
|
|
53,041
|
|
|||
|
Net cash (used in) provided by operating activities of discontinued operations
|
(12,209
|
)
|
|
20,620
|
|
|
227
|
|
|||
|
Net cash provided by operating activities
|
94,483
|
|
|
79,463
|
|
|
53,268
|
|
|||
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
|
Change in restricted cash
|
(4,087
|
)
|
|
—
|
|
|
—
|
|
|||
|
Cash used in business acquisitions, net of cash acquired
|
(328,888
|
)
|
|
(320,921
|
)
|
|
(2,980
|
)
|
|||
|
Purchases of property and equipment
|
(33,413
|
)
|
|
(38,340
|
)
|
|
(42,301
|
)
|
|||
|
Sales of property and equipment
|
1,438
|
|
|
—
|
|
|
535
|
|
|||
|
Other changes in intangible assets
|
—
|
|
|
(475
|
)
|
|
—
|
|
|||
|
Net cash used in investing activities of continuing operations
|
(364,950
|
)
|
|
(359,736
|
)
|
|
(44,746
|
)
|
|||
|
Net cash used in investing activities of discontinued operations
|
(7,060
|
)
|
|
(3,581
|
)
|
|
(5,550
|
)
|
|||
|
Net cash used in investing activities
|
(372,010
|
)
|
|
(363,317
|
)
|
|
(50,296
|
)
|
|||
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
|
Borrowings under senior credit facility
|
545,000
|
|
|
425,000
|
|
|
30,000
|
|
|||
|
Repayments under senior credit facility
|
(465,625
|
)
|
|
(195,000
|
)
|
|
(165,000
|
)
|
|||
|
Proceeds from the issuance of common stock, net of issuance costs
|
219,669
|
|
|
—
|
|
|
152,458
|
|
|||
|
Distribution to SeaSpine
|
(47,013
|
)
|
|
—
|
|
|
—
|
|
|||
|
Payment of liability component of convertible notes
|
(2,519
|
)
|
|
—
|
|
|
—
|
|
|||
|
Payment of capital lease obligation
|
(709
|
)
|
|
(605
|
)
|
|
—
|
|
|||
|
Debt issuance costs
|
(1,426
|
)
|
|
(3,210
|
)
|
|
(1,053
|
)
|
|||
|
Proceeds from exercised stock options
|
7,345
|
|
|
15,215
|
|
|
2,344
|
|
|||
|
Excess tax benefits from stock-based compensation arrangements
|
3,791
|
|
|
1,384
|
|
|
270
|
|
|||
|
Net cash provided by financing activities
|
258,513
|
|
|
242,784
|
|
|
19,019
|
|
|||
|
Effect of exchange rate changes on cash and cash equivalents
|
(4,848
|
)
|
|
(7,550
|
)
|
|
1,685
|
|
|||
|
Net (decrease) increase in cash and cash equivalents
|
(23,862
|
)
|
|
(48,620
|
)
|
|
23,676
|
|
|||
|
Cash and cash equivalents at beginning of period
|
71,994
|
|
|
120,614
|
|
|
96,938
|
|
|||
|
Cash and cash equivalents at end of period
|
$
|
48,132
|
|
|
$
|
71,994
|
|
|
$
|
120,614
|
|
|
|
Common Stock
|
|
Treasury Stock
|
|
Additional Paid-In Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Retained Earnings
|
|
Total Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
Shares
|
|
Amount
|
||||||||||||||||||||||||
|
|
(In thousands)
|
||||||||||||||||||||||||||||
|
Balance, December 31, 2012
|
36,852
|
|
|
$
|
369
|
|
|
(8,907
|
)
|
|
$
|
(367,121
|
)
|
|
$
|
587,301
|
|
|
$
|
(4,797
|
)
|
|
$
|
302,023
|
|
|
$
|
517,775
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,067
|
)
|
|
(21,067
|
)
|
||||||
|
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,724
|
|
|
—
|
|
|
5,724
|
|
||||||
|
Issuance of common stock
|
4,025
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
152,418
|
|
|
—
|
|
|
—
|
|
|
152,458
|
|
||||||
|
Issuance of common stock through employee benefit plans
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
234
|
|
|
—
|
|
|
—
|
|
|
234
|
|
||||||
|
Share-based compensation
|
159
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
10,965
|
|
|
—
|
|
|
—
|
|
|
10,966
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Balance, December 31, 2013
|
41,042
|
|
|
$
|
410
|
|
|
(8,907
|
)
|
|
$
|
(367,121
|
)
|
|
$
|
750,918
|
|
|
$
|
927
|
|
|
$
|
280,956
|
|
|
$
|
666,090
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,004
|
|
|
34,004
|
|
||||||
|
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,415
|
)
|
|
—
|
|
|
(24,415
|
)
|
||||||
|
Issuance of common stock through employee benefit plans
|
6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
286
|
|
|
—
|
|
|
—
|
|
|
286
|
|
||||||
|
Share-based compensation
|
596
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
28,351
|
|
|
—
|
|
|
—
|
|
|
28,357
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Balance, December 31, 2014
|
41,644
|
|
|
$
|
416
|
|
|
(8,907
|
)
|
|
$
|
(367,121
|
)
|
|
$
|
779,555
|
|
|
$
|
(23,488
|
)
|
|
$
|
314,960
|
|
|
$
|
704,322
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,519
|
)
|
|
(3,519
|
)
|
||||||
|
Separation of SeaSpine
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,667
|
)
|
|
(165,562
|
)
|
|
(167,229
|
)
|
||||||
|
Other comprehensive income (loss), net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,747
|
)
|
|
—
|
|
|
(22,747
|
)
|
||||||
|
Treasury Share purchases
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Issuance of common stock
|
4,003
|
|
|
40
|
|
|
—
|
|
|
—
|
|
|
219,640
|
|
|
—
|
|
|
—
|
|
|
219,680
|
|
||||||
|
Issuance of common stock through employee benefit plans
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
231
|
|
|
—
|
|
|
—
|
|
|
231
|
|
||||||
|
Share-based compensation
|
206
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
20,702
|
|
|
—
|
|
|
—
|
|
|
20,705
|
|
||||||
|
Balance, December 31, 2015
|
45,857
|
|
|
$
|
459
|
|
|
(8,915
|
)
|
|
$
|
(367,121
|
)
|
|
$
|
1,020,128
|
|
|
$
|
(47,902
|
)
|
|
$
|
145,879
|
|
|
$
|
751,443
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
|
Finished goods
|
$
|
125,869
|
|
|
$
|
120,477
|
|
|
Work in process
|
47,962
|
|
|
38,938
|
|
||
|
Raw materials
|
37,598
|
|
|
29,718
|
|
||
|
Total inventories, net
|
$
|
211,429
|
|
|
$
|
189,133
|
|
|
|
December 31,
|
|
|
||||||
|
|
2015
|
|
2014
|
|
Useful Lives
|
||||
|
|
(In thousands)
|
|
|
||||||
|
Land
|
$
|
2,189
|
|
|
$
|
3,308
|
|
|
|
|
Buildings and building improvements
|
17,611
|
|
|
16,271
|
|
|
5-40 years
|
||
|
Leasehold improvements
|
75,575
|
|
|
41,154
|
|
|
1-20 years
|
||
|
Machinery and production equipment
|
103,083
|
|
|
86,010
|
|
|
3-20 years
|
||
|
Surgical instrument kits
|
15,916
|
|
|
10,758
|
|
|
4-5 years
|
||
|
Information systems and hardware
|
93,742
|
|
|
90,672
|
|
|
1-7 years
|
||
|
Furniture, fixtures, and office equipment
|
15,010
|
|
|
14,861
|
|
|
1-15 years
|
||
|
Construction-in-progress
|
50,571
|
|
|
78,055
|
|
|
|
||
|
Total
|
373,697
|
|
|
341,089
|
|
|
|
||
|
Less: Accumulated depreciation
|
(168,516
|
)
|
|
(147,463
|
)
|
|
|
||
|
Property, plant and equipment, net
|
$
|
205,181
|
|
|
$
|
193,626
|
|
|
|
|
•
|
The reporting unit's financial projections, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company's strategic objectives and future growth plans.
|
|
•
|
The projected terminal value for the reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis. The terminal value reflects the Company's assumptions related to long-term growth rates and profitability, which are based on several factors, including local and macroeconomic variables, market opportunities, and future growth plans.
|
|
•
|
The discount rate used to measure the present value of the projected future cash flows is set using a weighted-average cost of capital method that considers market and industry data as well as the Company's specific risk factors that are likely to be considered by a market participant. The weighted-average cost of capital is the Company's estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise.
|
|
|
Specialty Surgical Solutions
|
|
Orthopedics and Tissue Technologies
|
|
Total
|
||||||
|
|
(In thousands)
|
||||||||||
|
Goodwill at December 31, 2014
|
$
|
281,829
|
|
|
$
|
81,650
|
|
|
$
|
363,479
|
|
|
MicroFrance working capital and purchase price adjustments
|
(1,069
|
)
|
|
—
|
|
|
(1,069
|
)
|
|||
|
Metasurg working capital and purchase price adjustment
|
—
|
|
|
263
|
|
|
263
|
|
|||
|
TEI acquisition
|
—
|
|
|
147,878
|
|
|
147,878
|
|
|||
|
Tekmed acquisition
|
9,665
|
|
|
—
|
|
|
9,665
|
|
|||
|
Foreign currency translation
|
(5,449
|
)
|
|
(2,378
|
)
|
|
(7,827
|
)
|
|||
|
Balance, December 31, 2015
|
$
|
284,976
|
|
|
$
|
227,413
|
|
|
$
|
512,389
|
|
|
|
Weighted
Average
Life
|
|
December 31, 2015
|
||||||||||
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||
|
|
(Dollars in Thousands)
|
||||||||||||
|
Completed technology
|
17 years
|
|
$
|
480,684
|
|
|
$
|
(67,978
|
)
|
|
$
|
412,706
|
|
|
Customer relationships
|
12 years
|
|
153,246
|
|
|
(68,811
|
)
|
|
84,435
|
|
|||
|
Trademarks/brand names
(2)
|
30 years
|
|
90,837
|
|
|
(16,374
|
)
|
|
74,463
|
|
|||
|
Supplier relationships
|
27 years
|
|
34,721
|
|
|
(12,236
|
)
|
|
22,485
|
|
|||
|
All other
(1)
|
5 years
|
|
10,958
|
|
|
(1,307
|
)
|
|
9,651
|
|
|||
|
|
|
|
$
|
770,446
|
|
|
$
|
(166,706
|
)
|
|
$
|
603,740
|
|
|
|
Weighted
Average
Life
|
|
December 31, 2014
|
||||||||||
|
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|||||||
|
|
(Dollars in Thousands)
|
||||||||||||
|
Completed technology
|
18 years
|
|
$
|
314,664
|
|
|
$
|
(46,339
|
)
|
|
$
|
268,325
|
|
|
Customer relationships
|
13 years
|
|
105,201
|
|
|
(63,689
|
)
|
|
41,512
|
|
|||
|
Trademarks/brand names
(2)
|
34 years
|
|
44,220
|
|
|
(15,455
|
)
|
|
28,765
|
|
|||
|
Trademarks/brand names
(2)
|
Indefinite
|
|
48,484
|
|
|
—
|
|
|
48,484
|
|
|||
|
Supplier relationships
|
27 years
|
|
34,721
|
|
|
(10,809
|
)
|
|
23,912
|
|
|||
|
All other
(1)
|
4 years
|
|
2,910
|
|
|
(1,340
|
)
|
|
1,570
|
|
|||
|
|
|
|
$
|
550,200
|
|
|
$
|
(137,632
|
)
|
|
$
|
412,568
|
|
|
(1)
|
At December 31, 2015 and 2014, all other included IPR&D of
$1.0 million
and
$1.4 million
, respectively, which was indefinite-lived.
|
|
(2)
|
In August 2015, the Company reevaluated the Miltex, CUSA, Luxtec, and Omni-Tract trade names and determined that they are no longer indefinite-lived intangible assets. The Company assigned remaining useful lives ranging from
20
to
30
years, consistent with other trademarks/brand names, and began amortization.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(in thousands)
|
||||||||||
|
Total revenue
|
$
|
65,775
|
|
|
$
|
137,808
|
|
|
$
|
147,314
|
|
|
Costs and expenses
|
80,618
|
|
|
140,124
|
|
|
192,843
|
|
|||
|
Operating income (loss)
|
(14,843
|
)
|
|
(2,316
|
)
|
|
(45,529
|
)
|
|||
|
Other income (expense), net
|
(766
|
)
|
|
(271
|
)
|
|
(4,559
|
)
|
|||
|
Income (loss) from discontinued operations before tax
|
(15,609
|
)
|
|
(2,587
|
)
|
|
(50,088
|
)
|
|||
|
Provision (benefit) for income taxes
|
(5,239
|
)
|
|
(296
|
)
|
|
(6,994
|
)
|
|||
|
Net income (loss) from discontinued operations
|
$
|
(10,370
|
)
|
|
$
|
(2,291
|
)
|
|
$
|
(43,094
|
)
|
|
|
December 31, 2014
|
||
|
|
(in thousands)
|
||
|
Assets:
|
|
||
|
Cash
|
$
|
260
|
|
|
Accounts receivable
|
21,504
|
|
|
|
Inventory
|
47,981
|
|
|
|
Other current assets
|
30,040
|
|
|
|
Current assets of discontinued operations
|
99,785
|
|
|
|
Property, plant, and equipment, net
|
16,360
|
|
|
|
Intangible assets, net
|
46,891
|
|
|
|
Other assets
|
10,483
|
|
|
|
Non-current assets of discontinued operations
|
73,734
|
|
|
|
Total assets of discontinued operations
|
$
|
173,519
|
|
|
Liabilities:
|
|
||
|
Accounts payable
|
$
|
5,193
|
|
|
Accrued compensation
|
6,300
|
|
|
|
Accrued expenses and other current liabilities
|
2,287
|
|
|
|
Current liabilities of discontinued operations
|
13,780
|
|
|
|
Other liabilities
|
2,631
|
|
|
|
Long-term liabilities of discontinued operations
|
2,631
|
|
|
|
Total liabilities of discontinued operations
|
$
|
16,411
|
|
|
|
July 1, 2015
|
||
|
|
(in thousands)
|
||
|
Assets:
|
|
||
|
Cash
|
$
|
47,178
|
|
|
Accounts receivable
|
20,856
|
|
|
|
Inventory
|
49,425
|
|
|
|
Other current assets
|
13,411
|
|
|
|
Current assets of discontinued operations
|
130,870
|
|
|
|
Property, plant, and equipment, net
|
21,093
|
|
|
|
Intangible assets, net
|
43,122
|
|
|
|
Other assets
|
4,465
|
|
|
|
Non-current assets of discontinued operations
|
68,680
|
|
|
|
Total assets of discontinued operations
|
$
|
199,550
|
|
|
Liabilities:
|
|
||
|
Accounts payable
|
$
|
7,072
|
|
|
Accrued compensation
|
5,964
|
|
|
|
Accrued expenses and other current liabilities
|
3,361
|
|
|
|
Current liabilities of discontinued operations
|
16,397
|
|
|
|
Deferred tax liabilities
|
13,331
|
|
|
|
Other liabilities
|
2,593
|
|
|
|
Long-term liabilities of discontinued operations
|
15,924
|
|
|
|
Total liabilities of discontinued operations
|
$
|
32,321
|
|
|
|
Preliminary Purchase Price Allocation
|
|
||
|
|
(Dollars in thousands)
|
|
||
|
Inventory
|
$
|
1,143
|
|
|
|
PP&E
|
669
|
|
|
|
|
Other current assets
|
11
|
|
|
|
|
Intangible assets:
|
|
Wtd. Avg. Life:
|
||
|
Supplier Contracts
|
4,981
|
|
2 - 13 Years
|
|
|
Goodwill
|
9,665
|
|
|
|
|
Total assets acquired
|
16,469
|
|
|
|
|
Accrued expenses and other liabilities acquired
|
753
|
|
|
|
|
Deferred tax liability
|
1,564
|
|
|
|
|
Net assets acquired
|
$
|
14,152
|
|
|
|
|
Preliminary Purchase Price Allocation
|
|
||
|
|
(Dollars in thousands)
|
|
||
|
Inventory
|
$
|
2,688
|
|
|
|
Property, plant, and equipment
|
1,453
|
|
|
|
|
Intangible assets:
|
|
Life:
|
||
|
Ankle product family
|
3,210
|
|
11 years
|
|
|
Toe product family
|
460
|
|
10 years
|
|
|
Total assets acquired
|
7,811
|
|
|
|
|
Deferred tax liability
|
700
|
|
|
|
|
Net assets acquired
|
$
|
7,111
|
|
|
|
|
Preliminary Purchase Price Allocation
|
|
||
|
|
(Dollars in thousands)
|
|
||
|
Cash
|
$
|
1,241
|
|
|
|
Accounts receivable, net
|
9,011
|
|
|
|
|
Inventory
|
23,223
|
|
|
|
|
Property, plant, and equipment
|
2,027
|
|
|
|
|
Income tax receivable
|
5,135
|
|
|
|
|
Other current assets
|
2,670
|
|
|
|
|
Intangible assets:
|
|
|
Wtd. Avg. Life:
|
|
|
Developed technology
|
167,400
|
|
14 - 16 Years
|
|
|
Contractual relationships
|
51,345
|
|
11 - 14 Years
|
|
|
Leasehold interest
|
69
|
|
|
|
|
Goodwill
|
147,878
|
|
|
|
|
Total assets acquired
|
409,999
|
|
|
|
|
Accrued expenses and other liabilities
|
9,732
|
|
|
|
|
Deferred tax liabilities
|
87,908
|
|
|
|
|
Other non-current liabilities
|
—
|
|
|
|
|
Net assets acquired
|
$
|
312,359
|
|
|
|
|
Final Purchase Price
Allocation
|
|
||
|
|
(Dollars in thousands)
|
|
||
|
Inventory
|
$
|
4,800
|
|
|
|
Property, plant, and equipment
|
1,246
|
|
|
|
|
Intangible assets:
|
|
Wtd. Avg. Life:
|
||
|
Technology product rights
|
20,590
|
|
8 - 14 Years
|
|
|
In-process research and development
|
190
|
|
Indefinite
|
|
|
Goodwill
|
732
|
|
|
|
|
Net assets acquired
|
$
|
27,558
|
|
|
|
|
Final Purchase Price
Allocation
|
|
||
|
|
(Dollars in thousands)
|
|
||
|
Cash
|
$
|
2,195
|
|
|
|
Inventory
|
3,155
|
|
|
|
|
Prepaid expenses
|
620
|
|
|
|
|
Property, plant, and equipment
|
3,675
|
|
|
|
|
Other current assets
|
5,025
|
|
|
|
|
Intangible assets:
|
|
Wtd. Avg. Life:
|
||
|
Trade name
|
11,990
|
|
20 Years
|
|
|
Technology
|
4,580
|
|
15 - 16 Years
|
|
|
Customer relationships
|
18,130
|
|
12 - 16 Years
|
|
|
Goodwill
|
16,607
|
|
|
|
|
Total assets acquired
|
65,977
|
|
|
|
|
Accounts payable and other liabilities
|
5,910
|
|
|
|
|
Net assets acquired
|
$
|
60,067
|
|
|
|
|
Final Purchase Price
Allocation
|
|
||
|
|
(Dollars in thousands)
|
|
||
|
Inventory deposit
|
$
|
4,000
|
|
|
|
Property, plant, and equipment
|
438
|
|
|
|
|
Intangible assets:
|
|
Wtd. Avg. Life:
|
||
|
Technology product rights
|
239,800
|
|
3 - 20 Years
|
|
|
Other
|
400
|
|
|
|
|
Deferred tax assets - long term
|
12
|
|
|
|
|
Goodwill
|
105,331
|
|
|
|
|
Total assets acquired
|
349,981
|
|
|
|
|
Contingent supply liability
|
5,891
|
|
|
|
|
Other
|
731
|
|
|
|
|
Deferred tax liabilities - long term
|
87,464
|
|
|
|
|
Net assets acquired
|
$
|
255,895
|
|
|
|
|
Final Purchase Price
Allocation
|
|
|
||
|
|
(Dollars in thousands)
|
|
|
||
|
Cash
|
$
|
85
|
|
|
|
|
Prepaid expenses
|
13
|
|
|
|
|
|
Intangible assets:
|
|
|
Wtd. Avg. Life:
|
||
|
Technology
|
5,040
|
|
|
10 - 14 years
|
|
|
In-process research and development
|
340
|
|
|
Indefinite
|
|
|
Deferred tax asset - long term
|
1,334
|
|
|
|
|
|
Goodwill
|
116
|
|
|
|
|
|
Total assets acquired
|
6,928
|
|
|
|
|
|
Accounts payable and other liabilities
|
111
|
|
|
|
|
|
Deferred tax liability
|
2,152
|
|
|
|
|
|
Net assets acquired
|
$
|
4,665
|
|
|
|
|
|
|
|
Location in Statement of Operations
|
||
|
Balance as of January 1, 2015
|
$
|
22,008
|
|
|
|
|
Write-off of Metasurg contingent consideration
|
(650
|
)
|
|
Selling, general, and administrative
|
|
|
Loss from decrease in fair value of contingent consideration liability
|
473
|
|
|
Selling, general and administrative
|
|
|
Fair value at December 31, 2015
|
$
|
21,831
|
|
|
|
|
|
Year Ended December 31,
|
||||||||
|
|
2015
|
2014
|
2013
|
||||||
|
|
(In thousands except per share amounts)
|
||||||||
|
Total revenue from continuing operations
|
$
|
940,005
|
|
$
|
921,998
|
|
803,073
|
|
|
|
Net income from continuing operations
|
$
|
10,694
|
|
$
|
40,721
|
|
35,796
|
|
|
|
Net income from continuing operations per share:
|
|
|
|
||||||
|
Basic
|
$
|
0.31
|
|
$
|
1.26
|
|
$
|
1.10
|
|
|
i.
|
a
$750.0 million
revolving credit facility which includes a
$60.0 million
sublimit for the issuance of standby letters of credit and a
$60.0 million
sublimit for swingline loans, and
|
|
ii.
|
a
$350.0 million
term loan facility.
|
|
i.
|
the Eurodollar Rate (as defined in the amendment and restatement) in effect from time to time plus the applicable rate (ranging from
1.00%
to
1.75%
), or
|
|
ii.
|
the highest of:
|
|
1.
|
the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus
0.50%
, or
|
|
2.
|
the prime lending rate of Bank of America, N.A., or
|
|
3.
|
the one-month Eurodollar Rate plus
1.00%
.
|
|
Year Ended December 31,
|
Principal Repayment
|
|
|
(In thousands)
|
|
2016
|
$14,375
|
|
2017
|
25,625
|
|
2018
|
32,500
|
|
2019
|
273,750
|
|
2020
|
—
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
2016 Notes:
|
|
|
|
|
|
||||||
|
Amortization of the discount on the liability component (1)
|
$
|
7,917
|
|
|
$
|
7,104
|
|
|
$
|
6,463
|
|
|
Cash interest related to the contractual interest coupon (2)
|
3,430
|
|
|
3,342
|
|
|
3,218
|
|
|||
|
Total
|
$
|
11,347
|
|
|
$
|
10,446
|
|
|
$
|
9,681
|
|
|
(1)
|
The amortization of the discount on the liability component of the 2016 Notes is presented net of capitalized interest of
$0.6 million
,
$0.9 million
, and
$1.0 million
for the years ended
December 31, 2015
,
2014
, and
2013
, respectively.
|
|
(2)
|
The cash interest related to the contractual interest coupon on the 2016 Notes is presented net of capitalized interest of
$0.3 million
,
$0.4 million
, and
$0.5 million
for the years ended
December 31, 2015
,
2014
, and
2013
, respectively.
|
|
|
Fair Value as of
|
|
||||||
|
|
December 31,
2015 |
|
December 31,
2014 |
|
||||
|
Location on Balance Sheet
(1)
:
|
(In thousands)
|
|||||||
|
Derivatives designated as hedges — Liabilities:
|
|
|
|
|
||||
|
Interest rate swap — Accrued expenses and other current liabilities
(2)
|
$
|
—
|
|
|
$
|
898
|
|
|
|
Total Derivatives designated as hedges — Liabilities
|
$
|
—
|
|
|
$
|
898
|
|
|
|
(1)
|
The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months.
|
|
(2)
|
At
December 31, 2015
and
December 31, 2014
, the notional amount related to the Company’s sole interest rate swap was
$0.0 million
and
$97.5 million
, respectively.
|
|
|
Balance in AOCI
Beginning of
Year
|
|
Amount of
Gain (Loss)
Recognized in
AOCI-
(Effective Portion)
|
|
Amount of Gain (Loss)
Reclassified from
AOCI into
Earnings-(Effective
Portion)
|
|
Balance in AOCI
End of Year
|
|
Location in
Statements of
Operations
|
||||||||
|
|
(In thousands)
|
||||||||||||||||
|
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap
|
$
|
(898
|
)
|
|
$
|
(25
|
)
|
|
$
|
(923
|
)
|
|
$
|
—
|
|
|
Interest (expense)
|
|
|
$
|
(898
|
)
|
|
$
|
(25
|
)
|
|
$
|
(923
|
)
|
|
$
|
—
|
|
|
|
|
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest rate swap
|
(2,439
|
)
|
|
(206
|
)
|
|
(1,747
|
)
|
|
(898
|
)
|
|
Interest (expense)
|
||||
|
|
$
|
(2,439
|
)
|
|
$
|
(206
|
)
|
|
$
|
(1,747
|
)
|
|
$
|
(898
|
)
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
Selling, general and administrative
|
$
|
14,461
|
|
|
$
|
13,940
|
|
|
$
|
9,484
|
|
|
Research and development
|
714
|
|
|
463
|
|
|
277
|
|
|||
|
Cost of goods sold
|
275
|
|
|
151
|
|
|
81
|
|
|||
|
Total stock-based compensation expense
|
15,450
|
|
|
14,554
|
|
|
9,842
|
|
|||
|
Total estimated tax benefit related to stock-based compensation expense
|
5,792
|
|
|
5,350
|
|
|
3,806
|
|
|||
|
Net effect on net income
|
$
|
9,658
|
|
|
$
|
9,204
|
|
|
$
|
6,036
|
|
|
|
Years Ended December 31,
|
||||
|
|
2015
|
|
2014
|
|
2013
|
|
Dividend yield
|
0%
|
|
0%
|
|
0%
|
|
Expected volatility
|
29%
|
|
29%
|
|
31%
|
|
Risk free interest rate
|
1.96%
|
|
2.41%
|
|
1.52%
|
|
Expected life of option from grant date
|
8 years
|
|
8 years
|
|
8 years
|
|
|
|
|
Weighted Average Exercise Price
|
|
Weighted Average Contractual Term in Years
|
|
Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
||||||||
|
|
Shares
|
|
|
|
||||||||
|
Stock Options
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||||
|
Outstanding at December 31, 2014
|
1,238
|
|
|
$
|
39.89
|
|
|
|
|
|
||
|
Modification upon spin-off (1)
|
58
|
|
|
—
|
|
|
|
|
|
|||
|
Granted
|
98
|
|
|
62.37
|
|
|
|
|
|
|||
|
Exercised
|
(200
|
)
|
|
35.57
|
|
|
|
|
|
|||
|
Forfeited or Expired
|
(1
|
)
|
|
53.73
|
|
|
|
|
|
|||
|
Outstanding at December 31, 2015
|
1,193
|
|
|
$
|
37.09
|
|
|
3.26
|
|
$
|
36,614
|
|
|
Vested or expected to vest at December 31, 2015
|
1,193
|
|
|
$
|
37.09
|
|
|
3.26
|
|
$
|
36,614
|
|
|
Exercisable at December 31, 2015
|
1,037
|
|
|
$
|
35.02
|
|
|
2.69
|
|
$
|
33,980
|
|
|
|
|
|
|
|
Performance Stock and Contract Stock Awards
|
||||||||
|
|
Restricted Stock Awards
|
|
|||||||||||
|
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
|
Shares
|
|
Weighted Average Grant Date Fair Value Per Share
|
||||||
|
|
|
|
|
||||||||||
|
|
|
|
|
||||||||||
|
|
(In thousands)
|
|
|
|
(In thousands)
|
|
|
||||||
|
Unvested, December 31, 2014
|
308
|
|
|
$
|
37.29
|
|
|
283
|
|
|
$
|
32.74
|
|
|
Modification upon spin-off
|
42
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||
|
Surrendered upon spin-off
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||
|
Granted
|
169
|
|
|
62.32
|
|
|
3
|
|
|
59.52
|
|
||
|
Cancellations
|
(56
|
)
|
|
47.79
|
|
|
(1
|
)
|
|
45.46
|
|
||
|
Released
|
(166
|
)
|
|
42.48
|
|
|
(121
|
)
|
|
36.51
|
|
||
|
Unvested, December 31, 2015
|
294
|
|
|
$
|
48.20
|
|
|
166
|
|
|
$
|
33.30
|
|
|
|
Related Parties
|
|
Third Parties
|
|
Total
|
||||||
|
|
(In thousands)
|
||||||||||
|
2016
|
$
|
272
|
|
|
$
|
9,683
|
|
|
$
|
9,955
|
|
|
2017
|
276
|
|
|
7,097
|
|
|
7,373
|
|
|||
|
2018
|
296
|
|
|
4,427
|
|
|
4,723
|
|
|||
|
2019
|
296
|
|
|
3,704
|
|
|
4,000
|
|
|||
|
2020
|
296
|
|
|
1,896
|
|
|
2,192
|
|
|||
|
Thereafter
|
3,497
|
|
|
18,963
|
|
|
22,460
|
|
|||
|
Total minimum lease payments
|
$
|
4,933
|
|
|
$
|
45,770
|
|
|
$
|
50,703
|
|
|
|
|
Payments under capital leases
(In thousands)
|
||
|
2016
|
|
$
|
672
|
|
|
Total minimum lease payments
|
|
672
|
|
|
|
Amount representing interest
|
|
18
|
|
|
|
Present value of minimum lease payments
|
|
$
|
654
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
United States operations
|
$
|
37,450
|
|
|
$
|
21,349
|
|
|
$
|
6,512
|
|
|
Foreign operations
|
23,221
|
|
|
24,217
|
|
|
12,274
|
|
|||
|
Total
|
$
|
60,671
|
|
|
$
|
45,566
|
|
|
$
|
18,786
|
|
|
|
Years Ended December 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
|
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
Increase (decrease) in income taxes resulting from:
|
|
|
|
|
|
|||
|
State income taxes, net of federal tax benefit
|
1.3
|
%
|
|
5.6
|
%
|
|
0.2
|
%
|
|
Foreign operations
|
(12.5
|
)%
|
|
(16.7
|
)%
|
|
(27.2
|
)%
|
|
Spine valuation allowance
|
61.1
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Charitable contributions
|
(1.0
|
)%
|
|
(2.7
|
)%
|
|
(0.9
|
)%
|
|
Domestic production activities deduction
|
(2.4
|
)%
|
|
(2.7
|
)%
|
|
—
|
%
|
|
Intercompany profit in inventory
|
3.1
|
%
|
|
(0.4
|
)%
|
|
(1.4
|
)%
|
|
Nondeductible facilitative costs
|
3.1
|
%
|
|
1.1
|
%
|
|
—
|
%
|
|
Changes in valuation allowances
|
0.3
|
%
|
|
2.1
|
%
|
|
1.5
|
%
|
|
Uncertain tax positions
|
0.2
|
%
|
|
(3.4
|
)%
|
|
(13.8
|
)%
|
|
Research and development credit
|
(1.9
|
)%
|
|
(1.8
|
)%
|
|
(5.7
|
)%
|
|
Return to provision
|
1.7
|
%
|
|
1.4
|
%
|
|
(9.8
|
)%
|
|
Other
|
0.7
|
%
|
|
2.8
|
%
|
|
4.8
|
%
|
|
Effective tax rate
|
88.7
|
%
|
|
20.3
|
%
|
|
(17.3
|
)%
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
Current:
|
|
|
|
|
|
||||||
|
Federal
|
$
|
46,665
|
|
|
$
|
10,330
|
|
|
$
|
(2,931
|
)
|
|
State
|
2,301
|
|
|
2,124
|
|
|
399
|
|
|||
|
Foreign
|
5,205
|
|
|
3,666
|
|
|
632
|
|
|||
|
Total current
|
$
|
54,171
|
|
|
$
|
16,120
|
|
|
$
|
(1,900
|
)
|
|
Deferred:
|
|
|
|
|
|
||||||
|
Federal
|
1,282
|
|
|
(5,524
|
)
|
|
(2,409
|
)
|
|||
|
State
|
(394
|
)
|
|
695
|
|
|
(1,136
|
)
|
|||
|
Foreign
|
(1,239
|
)
|
|
(2,020
|
)
|
|
2,204
|
|
|||
|
Total deferred
|
$
|
(351
|
)
|
|
$
|
(6,849
|
)
|
|
$
|
(1,341
|
)
|
|
Provision (benefit) for income taxes
|
$
|
53,820
|
|
|
$
|
9,271
|
|
|
$
|
(3,241
|
)
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
|
Current assets:
|
|
|
|
||||
|
Doubtful accounts
|
$
|
—
|
|
|
$
|
1,727
|
|
|
Inventory related items
|
—
|
|
|
30,017
|
|
||
|
Tax credits
|
—
|
|
|
3,156
|
|
||
|
Accrued vacation
|
—
|
|
|
3,310
|
|
||
|
Accrued bonus
|
—
|
|
|
5,596
|
|
||
|
Other
|
—
|
|
|
2,694
|
|
||
|
Total current deferred tax assets
|
—
|
|
|
46,500
|
|
||
|
Less valuation allowance
|
—
|
|
|
(528
|
)
|
||
|
Current deferred tax assets after valuation allowance
|
$
|
—
|
|
|
$
|
45,972
|
|
|
Current liabilities:
|
|
|
|
||||
|
Other
|
—
|
|
|
(483
|
)
|
||
|
Total current deferred tax liabilities
|
$
|
—
|
|
|
$
|
(483
|
)
|
|
Net current deferred tax assets
|
$
|
—
|
|
|
$
|
45,489
|
|
|
|
December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
(In thousands)
|
||||||
|
Non-current assets:
|
|
|
|
||||
|
Doubtful accounts
|
$
|
1,943
|
|
|
$
|
—
|
|
|
Inventory related items
|
24,417
|
|
|
—
|
|
||
|
Tax credits
|
3,137
|
|
|
—
|
|
||
|
Accrued vacation
|
2,713
|
|
|
—
|
|
||
|
Accrued bonus
|
7,555
|
|
|
—
|
|
||
|
Stock compensation
|
16,222
|
|
|
14,840
|
|
||
|
Deferred revenue
|
767
|
|
|
3
|
|
||
|
Net operating loss carryforwards
|
17,548
|
|
|
17,899
|
|
||
|
Federal & state tax credits
|
6,227
|
|
|
12,278
|
|
||
|
Other
|
1,952
|
|
|
(402
|
)
|
||
|
Total non-current deferred tax assets
|
82,481
|
|
|
44,618
|
|
||
|
Less valuation allowance
|
(4,887
|
)
|
|
(6,244
|
)
|
||
|
Non-current deferred tax assets after valuation allowance
|
$
|
77,594
|
|
|
$
|
38,374
|
|
|
Non-current liabilities:
|
|
|
|
||||
|
Intangible & fixed assets
|
(225,328
|
)
|
|
(148,714
|
)
|
||
|
Other
|
(225
|
)
|
|
(665
|
)
|
||
|
Total non-current deferred tax liabilities
|
$
|
(225,553
|
)
|
|
$
|
(149,379
|
)
|
|
Net non-current deferred tax assets (liabilities)
|
$
|
(147,959
|
)
|
|
$
|
(111,005
|
)
|
|
Total net deferred tax assets (liabilities)
|
$
|
(147,959
|
)
|
|
$
|
(65,516
|
)
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
Balance, beginning of year
|
$
|
959
|
|
|
$
|
3,040
|
|
|
$
|
5,874
|
|
|
Gross increases:
|
|
|
|
|
|
||||||
|
Current year tax positions
|
—
|
|
|
—
|
|
|
259
|
|
|||
|
Prior years' tax positions
|
541
|
|
|
527
|
|
|
546
|
|
|||
|
Gross decreases:
|
|
|
|
|
|
||||||
|
Prior years' tax positions
|
—
|
|
|
(286
|
)
|
|
(476
|
)
|
|||
|
Settlements
|
—
|
|
|
(828
|
)
|
|
—
|
|
|||
|
Statute of limitations lapses
|
(404
|
)
|
|
(1,494
|
)
|
|
(3,163
|
)
|
|||
|
Other
|
(11
|
)
|
|
—
|
|
|
—
|
|
|||
|
Balance, end of year
|
$
|
1,085
|
|
|
$
|
959
|
|
|
$
|
3,040
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands, except per share amounts)
|
||||||||||
|
Basic net (loss) income per share:
|
|
|
|
|
|
||||||
|
Net income from continuing operations
|
$
|
6,851
|
|
|
$
|
36,295
|
|
|
$
|
22,027
|
|
|
Net loss from discontinued operations
|
(10,370
|
)
|
|
(2,291
|
)
|
|
(43,094
|
)
|
|||
|
Net (loss) income
|
$
|
(3,519
|
)
|
|
$
|
34,004
|
|
|
$
|
(21,067
|
)
|
|
|
|
|
|
|
|
||||||
|
Weighted average common shares outstanding
|
34,495
|
|
|
32,432
|
|
|
28,416
|
|
|||
|
|
|
|
|
|
|
||||||
|
Basic net income per common share from continuing operations
|
$
|
0.20
|
|
|
$
|
1.12
|
|
|
$
|
0.78
|
|
|
Basic net loss per common share from discontinued operations
|
(0.30
|
)
|
|
(0.07
|
)
|
|
(1.52
|
)
|
|||
|
Basic net (loss) income per common share
|
$
|
(0.10
|
)
|
|
$
|
1.05
|
|
|
$
|
(0.74
|
)
|
|
|
|
|
|
|
|
||||||
|
Diluted net income (loss) per share:
|
|
|
|
|
|
||||||
|
Net income from continuing operations
|
$
|
6,851
|
|
|
$
|
36,295
|
|
|
$
|
22,027
|
|
|
Net loss from discontinued operations
|
(10,370
|
)
|
|
(2,291
|
)
|
|
(43,094
|
)
|
|||
|
Net (loss) income
|
$
|
(3,519
|
)
|
|
$
|
34,004
|
|
|
$
|
(21,067
|
)
|
|
|
|
|
|
|
|
||||||
|
Weighted average common shares outstanding — Basic
|
34,495
|
|
|
32,432
|
|
|
28,416
|
|
|||
|
Effect of dilutive securities:
|
|
|
|
|
|
||||||
|
2016 Convertible notes
|
461
|
|
|
—
|
|
|
—
|
|
|||
|
Stock options and restricted stock
|
721
|
|
|
528
|
|
|
386
|
|
|||
|
Weighted average common shares for diluted earnings per share
|
35,677
|
|
|
32,960
|
|
|
28,802
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
|
Diluted net income per common share from continuing operations
|
$
|
0.19
|
|
|
$
|
1.10
|
|
|
$
|
0.76
|
|
|
Diluted net loss per common share from discontinued operations
|
(0.29
|
)
|
|
(0.07
|
)
|
|
(1.50
|
)
|
|||
|
Diluted net (loss) income per common share
|
$
|
(0.10
|
)
|
|
$
|
1.03
|
|
|
$
|
(0.74
|
)
|
|
|
|
Gains and Losses on Cash Flow Hedges
|
|
Defined Benefit Pension Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
|
|
|
(In thousands)
|
||||||||||||||
|
Balance at December 31, 2014
|
|
$
|
(512
|
)
|
|
$
|
(906
|
)
|
|
$
|
(22,070
|
)
|
|
$
|
(23,488
|
)
|
|
Other comprehensive income before reclassifications
|
|
(14
|
)
|
|
915
|
|
|
(25,841
|
)
|
|
(24,940
|
)
|
||||
|
Amounts reclassified from accumulated other comprehensive income
|
|
526
|
|
|
—
|
|
|
—
|
|
|
526
|
|
||||
|
Current period other comprehensive income (loss)
|
|
512
|
|
|
915
|
|
|
(25,841
|
)
|
|
(24,414
|
)
|
||||
|
Balance at December 31, 2015
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
(47,911
|
)
|
|
$
|
(47,902
|
)
|
|
Year Ended December 31, 2015
|
||||||
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in the Statement where Net Income (Loss) is Presented
|
||
|
|
|
(In thousands)
|
|
|
||
|
Gains and losses on cash flow hedges
|
|
|
|
|
||
|
Interest rate swap
|
|
$
|
(923
|
)
|
|
Interest expense
|
|
|
|
397
|
|
|
Tax benefit
|
|
|
|
|
$
|
(526
|
)
|
|
Net of tax
|
|
Year Ended December 31, 2014
|
||||||
|
Details about Accumulated Other Comprehensive Income Components
|
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
|
Affected Line Item in the Statement where Net Income (Loss) is Presented
|
||
|
|
|
(In thousands)
|
|
|
||
|
Gains and losses on cash flow hedges
|
|
|
|
|
||
|
Interest rate swap
|
|
$
|
(1,747
|
)
|
|
Interest expense
|
|
|
|
751
|
|
|
Tax benefit
|
|
|
|
|
$
|
(996
|
)
|
|
Net of tax
|
|
•
|
The Specialty Surgical Solutions segment includes (i) the Neurosurgery business, which sells a full line of products for neurosurgery and neuro critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment and (ii) the Instruments business, which sells more than
60,000
instrument patterns and surgical and lighting products to hospitals, surgery centers, and dental, podiatry, and veterinary offices.
|
|
•
|
The Orthopedics and Tissue Technologies segment includes such offerings as skin and wound repair, bone and joint fixation implants in the upper and lower extremities, bone grafts and nerve and tendon repair.
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
(In thousands)
|
||||||||||
|
Segment Net Sales
|
|
|
|
|
|
||||||
|
Specialty Surgical Solutions
|
$
|
586,918
|
|
|
$
|
554,872
|
|
|
$
|
463,296
|
|
|
Orthopedics and Tissue Technologies
|
295,816
|
|
|
241,845
|
|
|
233,536
|
|
|||
|
Total revenues
|
$
|
882,734
|
|
|
$
|
796,717
|
|
|
$
|
696,832
|
|
|
Segment Profit
|
|
|
|
|
|
||||||
|
Specialty Surgical Solutions
|
$
|
242,479
|
|
|
$
|
210,146
|
|
|
$
|
145,108
|
|
|
Orthopedics and Tissue Technologies
|
87,844
|
|
|
85,257
|
|
|
72,264
|
|
|||
|
Segment profit
|
330,323
|
|
|
295,403
|
|
|
217,372
|
|
|||
|
Amortization
|
(9,953)
|
|
|
(6,810)
|
|
|
(7,099)
|
|
|||
|
Corporate and other
|
(240,783
|
)
|
|
(220,736
|
)
|
|
(174,900
|
)
|
|||
|
Operating income (loss)
|
$
|
79,587
|
|
|
$
|
67,857
|
|
|
$
|
35,373
|
|
|
|
United States*
|
|
Europe
|
|
Rest of the World
|
|
Consolidated
|
||||||||
|
|
(In thousands)
|
||||||||||||||
|
Total revenue, net:
|
|
|
|
|
|
|
|
||||||||
|
2015
|
$
|
680,824
|
|
|
$
|
103,057
|
|
|
$
|
98,853
|
|
|
$
|
882,734
|
|
|
2014
|
596,303
|
|
|
99,207
|
|
|
101,207
|
|
|
796,717
|
|
||||
|
2013
|
521,244
|
|
|
85,448
|
|
|
90,140
|
|
|
696,832
|
|
||||
|
Total long-lived assets:
|
|
|
|
|
|
|
|
||||||||
|
2015
|
$
|
192,900
|
|
|
$
|
19,169
|
|
|
$
|
1,078
|
|
|
$
|
213,147
|
|
|
2014
|
197,897
|
|
|
21,218
|
|
|
1,239
|
|
|
220,354
|
|
||||
|
(In thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
|
|
|
|
|
|
Continuing Operations
|
|
Net income
|
||||||||||||||||||||||||
|
Quarter
|
Total revenue, net
|
|
Gross margin
|
|
Net income
|
|
Per Share - Basic (1)
|
|
Per Share - Diluted (1)
|
|
Net income
|
|
Per Share - Basic (1)
|
|
Per Share - Diluted (1)
|
||||||||||||||||
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
First
|
$
|
202,534
|
|
|
$
|
127,313
|
|
|
$
|
11,732
|
|
|
$
|
0.36
|
|
|
$
|
0.35
|
|
|
$
|
8,384
|
|
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
Second
|
212,673
|
|
|
137,422
|
|
|
12,020
|
|
|
0.36
|
|
|
0.35
|
|
|
4,998
|
|
|
0.15
|
|
|
0.15
|
|
||||||||
|
Third
|
226,367
|
|
|
140,298
|
|
|
(31,881
|
)
|
|
(0.90
|
)
|
|
(0.90
|
)
|
|
(31,881
|
)
|
|
(0.90
|
)
|
|
(0.90
|
)
|
||||||||
|
Fourth
|
241,160
|
|
|
151,159
|
|
|
14,980
|
|
|
0.41
|
|
|
0.39
|
|
|
14,980
|
|
|
0.41
|
|
|
0.39
|
|
||||||||
|
|
$
|
882,734
|
|
|
$
|
556,192
|
|
|
$
|
6,851
|
|
|
|
|
|
|
$
|
(3,519
|
)
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
First
|
$
|
183,077
|
|
|
$
|
112,556
|
|
|
$
|
2,618
|
|
|
$
|
0.08
|
|
|
$
|
0.08
|
|
|
$
|
2,206
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
Second
|
197,043
|
|
|
123,538
|
|
|
4,282
|
|
|
0.13
|
|
|
0.13
|
|
|
4,825
|
|
|
0.15
|
|
|
0.15
|
|
||||||||
|
Third
|
197,523
|
|
|
123,627
|
|
|
8,990
|
|
|
0.28
|
|
|
0.27
|
|
|
9,807
|
|
|
0.30
|
|
|
0.30
|
|
||||||||
|
Fourth
|
219,074
|
|
|
134,050
|
|
|
20,405
|
|
|
0.63
|
|
|
0.62
|
|
|
17,166
|
|
|
0.53
|
|
|
0.52
|
|
||||||||
|
|
$
|
796,717
|
|
|
$
|
493,771
|
|
|
$
|
36,295
|
|
|
|
|
|
|
$
|
34,004
|
|
|
|
|
|
||||||||
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions
|
|
Balance at End of Period
|
||||||||||
|
Description
|
|
|
|
|
|||||||||||||||
|
|
(In thousands)
|
|
|
||||||||||||||||
|
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts and sales returns and allowances
|
$
|
5,659
|
|
|
$
|
1,262
|
|
|
$
|
—
|
|
|
$
|
(1,349
|
)
|
|
$
|
5,572
|
|
|
Deferred tax asset valuation allowance
|
6,772
|
|
|
80
|
|
—
|
|
|
(1,965
|
)
|
|
4,887
|
|
||||||
|
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts and sales returns and allowances
|
$
|
5,126
|
|
|
2,211
|
|
|
—
|
|
|
(1,678
|
)
|
|
$
|
5,659
|
|
|||
|
Deferred tax asset valuation allowance
|
7,283
|
|
|
3
|
|
|
—
|
|
|
(514
|
)
|
|
6,772
|
|
|||||
|
Year ended December 31, 2013:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Allowance for doubtful accounts and sales returns and allowances
|
$
|
4,837
|
|
|
$
|
1,292
|
|
|
—
|
|
|
$
|
(1,003
|
)
|
|
$
|
5,126
|
|
|
|
Deferred tax asset valuation allowance
|
12,213
|
|
|
(5,326
|
)
|
|
—
|
|
|
396
|
|
|
7,283
|
|
|||||
|
2.1
|
|
Stock Purchase Agreement, dated as of October 25, 2013, by and between Covidien Group S.A.R.L. and Integra LifeSciences Corporation (Incorporated by Reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 15, 2014)
|
|
|
|
|
|
2.2
|
|
Stock and Asset Purchase Agreement by and among Medtronic, Inc., Medtronic Xomed Instrumentation, SAS, and Integra LifeSciences Corporation, dated as of September 12, 2014 (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on October 27, 2014)
|
|
|
|
|
|
2.3
|
|
Separation and Distribution Agreement between Integra LifeSciences Holdings Corporation and SeaSpine Holdings Corporation, dated as of June 30, 2015 (Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 7, 2015)
|
|
|
|
|
|
2.4
|
|
Agreement and Plan of Merger by and among Integra LifeSciences Corporation, Patriot S1, Inc., TEI Biosciences Inc. and Dr. Yiannis Monovoukas, dated as of June 26, 2015 (Incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on July 20, 2015)
|
|
|
|
|
|
2.5
|
|
Agreement and Plan of Merger by and among Integra LifeSciences Corporation, Patriot S2, Inc., TEI Medical Inc. and Dr. Yiannis Monovoukas, dated as of June 26, 2015 (Incorporated by reference to Exhibit 2.2 to the Company's Current Report on Form 8-K filed on July 20, 2015)
|
|
|
|
|
|
3.1(a)
|
|
Amended and Restated Certificate of Incorporation of the Company dated February 16, 1993 (Incorporated by reference to Exhibit 3.1(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
|
|
3.1(b)
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 22, 1998 (Incorporated by reference to Exhibit 3.1(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 1998)
|
|
|
|
|
|
3.1(c)
|
|
Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company dated May 17, 1999 (Incorporated by reference to Exhibit 3.1(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)
|
|
|
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Company, effective as of May 17, 2012 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on April 13, 2012)
|
|
|
|
|
|
4.1
|
|
Purchase Agreement, dated June 9, 2011, by and between Integra LifeSciences Holdings Corporation and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
4.2
|
|
Indenture, dated June 15, 2011, by and between Integra LifeSciences Holdings Corporation and Wells Fargo Bank, National Association, as trustee (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on June 15, 2011)
|
|
|
|
|
|
4.3(a)
|
|
Credit Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2005)
|
|
|
|
|
|
4.3(b)
|
|
First Amendment, dated as of February 15, 2006, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.3(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
|
|
4.3(c)
|
|
Second Amendment, dated as of February 23, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank FSB and SunTrust Bank, as Co-Syndication Agents, and Royal Bank of Canada and Wachovia Bank, National Association, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 27, 2007)
|
|
|
|
|
|
4.3(d)
|
|
Third Amendment, dated as of June 4, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank, FSB, as Syndication Agent and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank of Canada, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 6, 2007)
|
|
|
|
|
|
4.3(e)
|
|
Fourth Amendment, dated as of September 5, 2007, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Citibank, N.A., successor by merger to Citibank FSB, as Syndication Agent and JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas and Royal Bank of Canada, as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2007)
|
|
|
|
|
|
4.3(f)
|
|
Amended and Restated Credit Agreement, dated as of August 10, 2010, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JP Morgan Chase Bank, as Syndication Agent, and HSBC Bank USA, NA, RBC Capital Markets, Wells Fargo Bank, N.A., Fifth Third Bank, DNB NOR Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 10, 2010)
|
|
|
|
|
|
4.3(g)
|
|
Second Amended and Restated Credit Agreement, dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank N.A. as Syndication Agent, and, HSBC Bank USA, NA, Royal Bank of Canada, Wells Fargo Bank, N.A., Fifth Third Bank, DNB NOR Bank ASA, and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.3 to the Company’s Quarterly Report on Form 10-Q filed on July 29, 2011)
|
|
|
|
|
|
4.3(h)
|
|
First Amendment, dated as of May 11, 2012, to Second Amended and Restated Credit Agreement dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank, NA, Royal Bank of Canada, Wells Fargo Bank, NA, Fifth Third Bank, DNB Nor Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2012)
|
|
|
|
|
|
4.3(i)
|
|
Second Amendment, dated as of June 21, 2013, to Second Amended and Restated Credit Agreement dated as of June 8, 2011, among Integra LifeSciences Holdings Corporation, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, and HSBC Bank USA, National Association, Royal Bank of Canada, Wells Fargo Bank, National Association, Fifth Third Bank, DNB Bank ASA and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on June 24, 2013)
|
|
|
|
|
|
4.3(j)
|
|
Third Amended and Restated Credit Agreement, dated as of July 2, 2014, among Integra LifeSciences Holdings Corporation, the other lenders party hereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent and HSBC Bank USA, National Association, Royal Bank of Canada, Citizens Bank, National Association, DNB Capital LLC, Credit Agricole-Corporate and Investment Bank and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on July 9, 2014)
|
|
|
|
|
|
4.3(k)
|
|
First Amendment, dated as of December 19, 2014, to that Third Amended and Restated Credit Agreement, among Integra LifeSciences Holdings Corporation, a syndicate of lending banks, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and HSBC Bank USA, National Association, Royal Bank of Canada, Citizens Bank, National Association, DNB Capital LLC, Crédit Agricole-Corporate and Investment Bank, and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on December 29, 2014)
|
|
|
|
|
|
4.3(l)
|
|
Second Amendment, dated August 28, 2015, to that Third Amended and Restated Credit Agreement, among Integra LifeSciences Holdings Corporation, a syndicate of lending banks, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, and HSBC Bank USA, National Association, Royal Bank of Canada, Citizens Bank, National Association, DNB Capital LLC, Crédit Agricole-Corporate and Investment Bank and TD Bank, N.A., as Co-Documentation Agents (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 1, 2015)
|
|
|
|
|
|
4.4
|
|
Security Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation and the additional grantors party thereto in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
|
|
4.5
|
|
Pledge Agreement, dated as of December 22, 2005, among Integra LifeSciences Holdings Corporation and the additional grantors party thereto in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
|
|
4.6
|
|
Subsidiary Guaranty Agreement, dated as of December 22, 2005, among the guarantors party thereto and individually as a “Guarantor”), in favor of Bank of America, N.A., as administrative and collateral agent (Incorporated by reference to Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
|
|
|
|
4.7
|
|
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
4.8
|
|
Form of 2.75% Senior Convertible Note due 2010 (included in Exhibit 4.8) (Incorporated by reference to Exhibit B to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
4.9
|
|
Indenture, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Integra LifeSciences Corporation and Wells Fargo Bank, N.A., as trustee (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
4.10
|
|
Form of 2.375% Senior Convertible Note due 2012 (included in Exhibit 4.10) (Incorporated by reference to Exhibit B to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
4.11
|
|
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
4.12
|
|
Registration Rights Agreement, dated June 11, 2007, among Integra LifeSciences Holdings Corporation, Banc of America Securities LLC, J.P. Morgan Securities Inc. and Morgan Stanley & Co., Incorporated, as representatives of the several initial purchasers (Incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
|
|
|
|
|
|
10.1(a)
|
|
Lease between Plainsboro Associates and American Biomaterials Corporation dated as of April 16, 1985, as assigned to Colla-Tec, Inc. on September 30, 1988 and as amended on November 1, 1992 as Lease Modification #1 (Incorporated by reference to Exhibit 10.30 to the Company’s Registration Statement on Form 10/A (File No. 0-26224) which became effective on August 8, 1995)
|
|
|
|
|
|
10.1(b)
|
|
Lease Modification #2 entered into as of October 28, 2005, by and between Plainsboro Associates and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 2, 2005)
|
|
|
|
|
|
10.1(c)
|
|
Lease Modification #3 entered into as of March 2, 2011, by and between Plainsboro Associates and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 3, 2011)
|
|
|
|
|
|
10.2 (a)
|
|
Equipment Lease Agreement between Medicus Corporation and the Company, dated as of June 1, 2000 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)
|
|
|
|
|
|
10.2(b)
|
|
First Amendment to Equipment Lease Agreement between Medicus Corporation and the Company, dated as of June 29, 2010 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010)
|
|
|
|
|
|
10.3(a)
|
|
Form of Indemnification Agreement between the Company and [ ] dated August 16, 1995, including a schedule identifying the individuals that are a party to such Indemnification Agreements (Incorporated by reference to Exhibit 10.37 to the Company’s Registration Statement on Form S-1 (File No. 33-98698) which became effective on January 24, 1996)*
|
|
|
|
|
|
10.3(b)
|
|
Form of Indemnification Agreement for Non-Employee Directors and Officers (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
|
|
|
|
|
|
10.4
|
|
1996 Incentive Stock Option and Non-Qualified Stock Option Plan (as amended through December 27, 1997) (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
|
|
|
|
|
|
10.5
|
|
1998 Stock Option Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
|
|
10.6
|
|
1999 Stock Option Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
|
|
10.7(a)
|
|
Employee Stock Purchase Plan (as amended on May 17, 2004) (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-127488) filed on August 12, 2005)*
|
|
|
|
|
|
10.7(b)
|
|
First Amendment to Employee Stock Purchase Plan, dated October 26, 2005 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 1, 2005)*
|
|
|
|
|
|
10.8(a)
|
|
2000 Equity Incentive Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
|
|
10.8(b)
|
|
Amendment to 2000 Equity Incentive Plan (effective as of May 17, 2012) (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
|
|
10.8(c)
|
|
Amendment to 2000 Equity Incentive Plan (effective as of January 1, 2013) (Incorporated by reference to Exhibit 10.8(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
|
|
|
|
|
|
10.9(a)
|
|
2001 Equity Incentive Plan (amended and restated as of July 26, 2005) (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005)*
|
|
|
|
|
|
10.9(b)
|
|
Amendment to 2001 Equity Incentive Plan (effective as of May 17, 2012) (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
|
|
10.9(c)
|
|
Amendment to 2001 Equity Incentive Plan (effective as of January 1, 2013) (Incorporated by reference to Exhibit 10.9(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
|
|
|
|
|
|
10.10(a)
|
|
Second Amended and Restated 2003 Equity Incentive Plan effective May 19, 2010 (Incorporated by reference to Exhibit 10 to the Company’s Current Report on Form 8-K filed May 21, 2010)*
|
|
|
|
|
|
10.10(b)
|
|
Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective May 17, 2012 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
|
|
|
|
|
|
10.10(c)
|
|
Amendment to the Second Amended and Restated 2003 Equity Incentive Plan effective January 1, 2013 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)*
|
|
|
|
|
|
10.10(d)
|
|
Third Amended and Restated 2003 Equity Incentive Plan effective May 22, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 29, 2015)*
|
|
|
|
|
|
10.11(a)
|
|
Second Amended and Restated Employment Agreement dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)*
|
|
|
|
|
|
10.11(b)
|
|
Amendment 2006-1, dated as of December 19, 2006, to the Second Amended and Restated Employment Agreement, between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 22, 2006)*
|
|
|
|
|
|
10.11(c)
|
|
Amendment 2008-1, dated as of March 6, 2008, to the Second Amended and Restated Employment Agreement, between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.12(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
|
|
|
|
|
|
10.11(d)
|
|
Amendment 2008-2, dated as of August 6, 2008, to the Second Amended and Restated Employment Agreement between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
|
|
|
|
|
|
10.11(e)
|
|
Amendment 2009-1, dated as of April 13, 2009, to the Second Amended and Restated Employment Agreement between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
|
|
|
|
|
|
10.11(f)
|
|
Letter Agreement dated May 17, 2011 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 23, 2011)*
|
|
|
|
|
|
10.11(g)
|
|
Letter dated December 20, 2011 from Stuart M. Essig to the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
|
|
|
|
|
|
10.11(h)
|
|
Letter Agreement dated June 7, 2012 between Stuart M. Essig and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 7, 2012)*
|
|
|
|
|
|
10.12
|
|
Indemnity letter agreement dated December 27, 1997 from the Company to Stuart M. Essig (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
|
|
|
|
|
|
10.13(a)
|
|
Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
|
|
|
|
|
|
10.13(b)
|
|
Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
|
|
|
|
|
|
10.13(c)
|
|
Registration Rights Provisions for Stuart M. Essig (Incorporated by reference to Exhibit B of Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)*
|
|
|
|
|
|
10.14(a)
|
|
Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company dated December 19, 2005 (Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2005)*
|
|
|
|
|
|
10.14(b)
|
|
Amendment 2008-1, dated as of January 2, 2008, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.15(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
|
|
|
|
|
|
10.14(c)
|
|
Amendment 2008-2, dated as of December 18, 2008, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
|
|
|
|
|
|
10.14(d)
|
|
Amendment 2009-1, dated as of April 13, 2009, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
|
|
|
|
|
|
10.14(e)
|
|
Amendment 2010-1, dated as of October 12, 2010, to the Amended and Restated 2005 Employment Agreement between John B. Henneman, III and the Company (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed October 12, 2010)*
|
|
|
|
|
|
10.14(f)
|
|
Letter dated as of February 22, 2012 from John B. Henneman, III to the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 22, 2012)*
|
|
|
|
|
|
10.14(g)
|
|
Second Amended and Restated 2005 Employment Agreement between the Company and John B. Henneman, III (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 23, 2014)*
|
|
|
|
|
|
10.15
|
|
Consulting Agreement, dated October 12, 2010, between the Company and Inception Surgical (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
|
|
|
|
|
|
10.16
|
|
Severance Agreement between Richard D. Gorelick and the Company dated as of January 3, 2012 (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)*
|
|
|
|
|
|
10.17(a)
|
|
Severance Agreement between Judith O’Grady and the Company dated as of January 4, 2010 (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009)*
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10.17(b)
|
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Severance Agreement between Judith O’Grady and the Company dated as of January 3, 2011 (Incorporated by reference to Exhibit 10.17(a) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.17(c)
|
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Severance Agreement between Judith O’Grady and the Company dated as of January 3, 2012 (Incorporated by reference to Exhibit 10.16(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)*
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10.18(a)
|
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Employment Agreement, dated as of October 12, 2010, between Peter J. Arduini and the Company (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed October 12, 2010)*
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10.18(b)
|
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Amended and Restated Employment Agreement dated December 20, 2011 between Peter J. Arduini and the Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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10.18(c)
|
|
Second Amended and Restated Employment Agreement between the Company and Peter J. Arduini (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on June 20, 2014)*
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10.19
|
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Form of Notice of Stock Option Grant with Eight-Year Term for Peter J. Arduini (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed December 23, 2011)*
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10.20
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Letter Agreement dated February 19, 2013 between Peter J. Arduini and Integra LifeSciences Holdings Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 25, 2013)*
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10.21(a)
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Lease Contract, dated April 1, 2005, between the Puerto Rico Industrial Development Company and Integra CI, Inc. (executed on September 15, 2006) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2006)
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10.21(b)
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Amendment to Lease Contract dated as of November 2, 2011, between Integra CI, Inc. and Puerto Rico Industrial Development Company (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 7, 2011)
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10.21(c)
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Termination of Amendment to Lease Contract, dated as of April 2, 2012, between Integra CI, Inc. and Puerto Rico Industrial Development Company (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012)
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10.22
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Restricted Units Agreement dated December 27, 1997 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on February 3, 1998)*
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10.23
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Stock Option Grant and Agreement pursuant to 1999 Stock Option Plan dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.24
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Stock Option Grant and Agreement pursuant to 2000 Equity Incentive Plan dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.25(a)
|
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Restricted Units Agreement dated December 22, 2000 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on January 8, 2001)*
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10.25(b)
|
|
Amendment 2006-1, dated as of October 30, 2006, to the Stuart M. Essig Restricted Units Agreement dated as of December 22, 2000 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 3, 2006)*
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10.26
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Stock Option Grant and Agreement pursuant to 2003 Equity Incentive Plan dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.27(a)
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Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan dated July 27, 2004 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.31 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.27(b)
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Amendment 2006-1, dated as of October 30, 2006, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 3, 2006)*
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10.27(c)
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Amendment 2008-1, dated as of March 6, 2008, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 27, 2004 (Incorporated by reference to Exhibit 10.25(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.27(d)
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Amendment 2011-1, dated as of May 17, 2011, to the Stuart M. Essig Contract Stock/Restricted Units Agreement dated as of July 24, 2004 (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.28
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Contract Stock/Units Agreement dated as of May 17, 2011 between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on
May 23, 2011)*
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10.29
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Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreements between the Company and Mr. Essig (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.30
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Form of Stock Option Grant and Agreement between the Company and Stuart M. Essig (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.31(a)
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Form of Contract Stock/Restricted Units Agreement for Stuart M. Essig (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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10.31(b)
|
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New Form of Contract Stock/Restricted Units Agreement (for Annual Equity Awards) for Stuart M. Essig (Incorporated by reference to Exhibit 10.28(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010)*
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10.31(c)
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Form of Amendment 2011-1 to Contract Stock/Restricted Units Agreement between the Company and Mr. Essig (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.32
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Form of Performance Stock Agreement for Stuart M. Essig (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)*
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10.33
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Form of Restricted Stock Agreement for Stuart M. Essig for 2009 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed April 13, 2009)*
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10.34
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Form of Performance Stock Agreement (Executive Officers) (Incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on February 25, 2013)*
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10.35
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Performance Incentive Compensation Plan effective January 1, 2013 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013)*
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10.36
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New Form of Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan (for 2011) Annual Equity Award for Stuart M. Essig) (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011)*
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10.37
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Form of Notice of Grant of Stock Option and Stock Option Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 29, 2005)*
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10.38
|
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Form of Non-Qualified Stock Option Agreement (Non-Directors) (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.39
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Form of Incentive Stock Option Agreement (Incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.40
|
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Form of Non-Qualified Stock Option Agreement (Directors) (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)*
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10.41
|
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Form of Stock Option Agreement (Executive Officers) (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*
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10.42
|
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Form of Stock Option Agreement for Glenn Coleman (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*
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10.43
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Agreement and General Release by and between Robert Paltridge and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015)*
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10.44(a)
|
|
Form of Change in Control Severance Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on May 1, 2014)*
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10.44(b)
|
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Form of Change in Control Severance Agreement (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on January 30, 2015)*
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10.45(a)
|
|
Compensation of Directors of the Company effective May 17, 2011 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 16, 2010)*
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10.45(b)
|
|
Compensation of Non-Employee Directors of the Company effective May 17, 2012 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 13, 2012)*
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10.45(c)
|
|
Compensation of Non-Employee Directors of the Company effective May 22, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 14, 2012)*
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10.45(d)
|
|
Compensation of Non-Employee Directors of the Company effective July 24, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 29, 2013)*
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10.45(e)
|
|
Compensation of Non-Employee Directors of the Company effective May 22, 2015 (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on December 18, 2014)*
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10.45(f)
|
|
Compensation of Non-Employee Directors of the Company effective May 24, 2016 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 17, 2015)*
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10.46(a)
|
|
Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
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10.46(b)
|
|
New Form of Restricted Stock Agreement for Non-Employee Directors under the 2003 Equity Incentive Plan (Incorporated by reference to Exhibit 10.38(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
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10.46(c)
|
|
Form of Restricted Stock Agreement for Executive Officers - Annual Vesting (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 25, 2009)*
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10.46(d)
|
|
Form of Restricted Stock Agreement for Executive Officers - Annual Vesting (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)*
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10.46(e)
|
|
New Form of Restricted Stock Agreement for Executive Officers - Annual Vesting (Incorporated by reference to Exhibit 10.38(e) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
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10.46(f)
|
|
Form of Restricted Stock Agreement for Executive Officers - Cliff Vesting (Incorporated by reference to Exhibit 10.8 to the Company’s Quarter Report on Form 10-Q for the quarter ended March 31, 2009)*
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10.46(g)
|
|
Form of Restricted Stock Agreement for Executive Officers - Cliff Vesting (Incorporated by reference to Exhibit 10.6 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2012)*
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10.46(h)
|
|
New Form of Restricted Stock Agreement for Executive Officers - Cliff Vesting (Incorporated by reference to Exhibit 10.38(h) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012)*
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10.46(i)
|
|
Form of Restricted Stock Agreement for Mr. Henneman for 2008 and 2009 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on April 13, 2009)*
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10.46(j)
|
|
Form of Contract Stock/Restricted Units Agreement pursuant to 2003 Equity Incentive Plan for Mr. Henneman (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on December 24, 2008)*
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10.46(k)
|
|
Form of Option Agreement for John B. Henneman, III (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 6, 2008)*
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10.46(l)
|
|
Form of Performance Stock Agreement for John B. Henneman, III (Incorporated by reference to Exhibit 10.37(b) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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10.46(m)
|
|
Form of Contract Stock/Restricted Units Agreement (for Signing Grant) for Mr. Arduini (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.46(n)
|
|
Form of Contract Stock/Restricted Units Agreement (for Annual Equity Awards) for Mr. Arduini (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.46(o)
|
|
Form of Non-Qualified Stock Option Agreement for Mr. Arduini (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.46(p)
|
|
Form of Restricted Stock Agreement for Mr. Henneman (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on October 12, 2010)*
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10.46(q)
|
|
Form of Restricted Stock Agreement (Annual Vesting) for Mr. Henneman (Incorporated by reference to Exhibit 10.39(n) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011)*
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10.47
|
|
Annual Executive Physical Medical Exam Arrangement (Incorporated by reference to the Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 29, 2013)*
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10.48
|
|
Reimbursement of Legal Fees Arrangement for CFO (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on July 29, 2013)*
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10.49
|
|
Amended and Restated Management Incentive Compensation Plan, as of January 1, 2008 (Incorporated by reference to Exhibit 10.43(c) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2007)*
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|
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10.50
|
|
Form of 2010 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.51
|
|
Form of 2012 Convertible Bond Hedge Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.52
|
|
Form of 2010 Amended and Restated Issuer Warrant Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.53
|
|
Form of 2012 Amended and Restated Issuer Warrant Transaction Confirmation, dated June 6, 2007, between Integra LifeSciences Holdings Corporation and dealer (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 12, 2007)
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10.54
|
|
Letter Agreement, dated June 9, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed on June 15, 2011)
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10.55
|
|
Letter Agreement, dated June 9, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed on June 15, 2011)
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10.56
|
|
Letter Agreement, dated June 9, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed on June 15, 2011)
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10.57
|
|
Letter Agreement, dated June 9, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Base Call Option Transaction (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 15, 2011)
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10.58
|
|
Letter Agreement, dated June 9, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on June 15, 2011)
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10.59
|
|
Letter Agreement, dated June 9, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed on June 15, 2011)
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|
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10.60
|
|
Letter Agreement, dated June 9, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed on June 15, 2011)
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10.61
|
|
Letter Agreement, dated June 9, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Base Warrant Transaction (Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
10.62
|
|
Letter Agreement, dated June 14, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed on June 15, 2011)
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|
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|
|
|
10.63
|
|
Letter Agreement, dated June 14, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed on June 15, 2011)
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|
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|
|
|
10.64
|
|
Letter Agreement, dated June 14, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.11 to the Company’s Form 8-K filed on June 15, 2011)
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|
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|
|
|
10.65
|
|
Letter Agreement, dated June 14, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Additional Call Option Transaction (Incorporated by reference to Exhibit 10.12 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
|
|
10.66
|
|
Letter Agreement, dated June 14, 2011, between Deutsche Bank AG, London Branch and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.13 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
|
|
10.67
|
|
Letter Agreement, dated June 14, 2011, between Royal Bank of Canada and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.14 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
|
|
10.68
|
|
Letter Agreement, dated June 14, 2011, between The Royal Bank of Scotland plc and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.15 to the Company’s Form 8-K filed on June 15, 2011)
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|
|
|
|
|
10.69
|
|
Letter Agreement, dated June 14, 2011, between Wells Fargo Bank, National Association and Integra LifeSciences Holdings Corporation, regarding the Additional Warrant Transaction (Incorporated by reference to Exhibit 10.16 to the Company’s Form 8-K filed on June 15, 2011)
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|
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|
|
|
10.70
|
|
Piggyback Registration Rights Agreement dated December 22, 2008 between Integra LifeSciences Holdings Corporation and George Heenan, Thomas Gilliam and Michael Evers, as trustees of The Bruce A. LeVahn 2008 Trust and Steven M. LeVahn (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 29, 2008)
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|
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|
|
|
10.71(a)
|
|
Lease Agreement between 109 Morgan Lane, LLC and Integra LifeSciences Corporation, dated May 15, 2008 (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008)
|
|
|
|
|
|
10.71(b)
|
|
First Amendment to Lease Agreement between 109 Morgan Lane, LLC and Integra LifeSciences Corporation, dated March 9, 2009 (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009)
|
|
10.71(c)
|
|
Lease Agreement dated as of July 1, 2013, between 109 Morgan Lane, LLC and Integra LifeSciences Corporation (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on July 1, 2013)
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|
|
|
|
|
10.72
|
|
Offer Letter between Glenn Coleman and the Company (Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 29, 2014)*
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|
|
|
|
|
12.1
|
|
Statement Regarding the Computation of Ratio of Earnings to Fixed Charges and Preferred Share Dividends for the Years Ended 2008, 2009, 2010, 2011 and 2012, and the Nine Months Ended September 30, 2013 (Incorporated by reference to Exhibit 12.1 to the Company’s Registration Statement on Form S-3 ASR filed November 4, 2013)
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|
|
18.1
|
|
Preferability letter of Independent Public Accounting Firm dated May 1, 2014 (Incorporated by reference to Exhibit 18 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2014)
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|
|
|
|
|
18.2
|
|
Preferability Letter of Independent Public Accounting Firm dated July 31, 2012 (Incorporated by reference to Exhibit 18.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
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|
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21
|
|
Subsidiaries of the Company+
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23
|
|
Consent of Pricewaterhouse Coopers LLP+
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|
31.1
|
|
Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
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31.2
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Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002+
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32.1
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Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
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32.2
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Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002+
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99.1
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Letter, dated December 21, 2011, from the United States Food and Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 5, 2012)
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99.2
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Food and Drug Administration Form FDA-483, dated July 30, 2012, relating to inspection of Plainsboro, NJ manufacturing facility (Incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012)
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99.3
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Letter, dated November 1, 2012, from the United States Food and Drug Administration to Integra NeuroSciences Ltd. (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on November 13, 2012)
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99.4
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Letter, dated February 13, 2013, from the United States Federal Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on February 19, 2013)
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99.5
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Letter, dated September 24, 2013, from the United States Federal Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on September 27, 2013)
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99.6
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Food and Drug Administration Form FDA-483, dated November 26, 2013, relating to the inspection of the Añasco Facility (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on December 3, 2013)
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99.7
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Letter, dated January 14, 2015, from the United States Food and Drug Administration to Integra LifeSciences Corporation (Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 20, 2015)
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99.8
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Letter, dated May 29, 2015, from the United States Food and Drug Administration to TEI Biosciences Inc. (Incorporated by reference to Exhibit 99.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015)
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99.9
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Letter, dated June 30, 2015, from the United States Food and Drug Administration to Integra LifeSciences (Ireland) Limited (Incorporated by reference to Exhibit 99.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015)
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101.INS
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XBRL Instance Document+#
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101.SCH
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XBRL Taxonomy Extension Schema Document+#
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document+#
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101.DEF
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XBRL Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Labels Linkbase Document+#
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document+#
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*
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Indicates a management contract or compensatory plan or arrangement.
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+
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Indicates this document is filed as an exhibit herewith.
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#
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The financial information of Integra LifeSciences Holdings Corporation Annual Report on Form 10-K for the year ended December 31, 2015 filed on February 26, 2016 formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statement of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets, (iv) Parenthetical Data to the Consolidated Balance Sheets, (v) the Consolidated Statements of Cash Flows, (vi) the Consolidated Statements of Changes in Stockholders’ Equity, and (vii) Notes to Consolidated Financial Statements, is furnished electronically herewith.
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No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|