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Form 8-K INTEGRA LIFESCIENCES For: Apr 13

April 13, 2015 4:31 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 13, 2015

 

 

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   0-26224   51-0317849

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

311 Enterprise Drive

Plainsboro, NJ 08536

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (609) 275-0500

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

 

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

 

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

 

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

 

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

 

 

 


Item 7.01 Regulation FD Disclosure

As previously disclosed, Integra LifeSciences Holdings Corporation (the “Company” or “Integra”) announced plans in November 2014 to spin off its spine business to Integra stockholders on a tax-free basis (the “spin-off”). The spin-off will create a new publicly traded company called SeaSpine Holdings Corporation (“SeaSpine”). In connection with the announcement of the spin-off, the Company also announced its determination to realign its segment presentation. Beginning in the First quarter of 2015, the Company will report in three segments, as follows:

 

    Specialty Surgical Solutions

The Company’s new Specialty Surgical Solutions segment will consist of its former U.S. Neurosurgery and U.S. Instruments segment, as well as a portion of the International segment. Products and services included in the Specialty Surgical Solutions segment will be dural repair, precision tools & instruments, tissue ablation, and services and repair.

 

    Orthopedic & Tissue Technologies

Orthopedic & Tissue Technologies will consist of the former U.S. Extremities segment and the portion of the former U.S. Spine and Other segments that will not be included in SeaSpine, and a portion of the former International segment. The Company’s products and services included in the new Orthopedic & Tissue Technologies segment will be regenerative technologies, lower extremities, upper extremities, and private label.

 

    Spine

The Company’s Spine segment will consist of the majority of the former U.S. Spine and Other business that, in connection with the spin-off, will be transferred to SeaSpine, as well as a portion of the former International segment. Upon completion of the spin-off, Integra will update its segment presentation to reflect its two remaining segments.

The Company has furnished with this report a presentation contained in Exhibit 99.1 including unaudited segment revenue information reflecting the Company’s new reportable segments for the year ended December 31, 2014 and for each of the quarterly periods in the years ended December 31, 2014 and 2013.

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

99.1    Historical Segment Revenue Information (unaudited)


SIGNATURES

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

 

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

Date: April 13, 2015

By:

/s/ Glenn G. Coleman

Glenn G. Coleman
Title:

Corporate Vice President and

Chief Financial Officer


EXHIBIT INDEX

 

Exhibit
Number

  

Exhibit

99.1    Historical Segment Revenue Information (unaudited)
Exhibit 99.1
Historical Segment Revenue:
New Segments
2012 –
2014


New Reporting Segments Information
2
In November 2014, Integra announced the strategic decision to spin off the orthobiologics and
spinal fusion hardware business into a separate, publicly traded company called SeaSpine
Holdings Corporation.  Integra management believes that a stand-alone SeaSpine will be better
positioned to compete by allowing the new management team to focus and dedicate resources to
drive growth, and that this form of separation should enable both Integra and SeaSpine to grow
faster separately than they would together.
As part of the same announcement, Integra announced that it would realign its existing five
business segments into three new segments, each representing global organizations.  As of
January 1, 2015, the three new segments are called Specialty Surgical Solutions, Orthopedic &
Tissue Technologies, and Spine. Specialty Surgical Solutions consists of our prior U.S.
Neurosurgery and U.S. Instruments segments as well as a portion of the International segment. 
Orthopedic & Tissue Technologies is comprised of the former U.S. Extremities segment and a
portion of both the U.S. Spine and Other and International segments.  The third segment contains
the majority of the former U.S. Spine and Other business that will be included in the newly
created SeaSpine, which, until the spin-off, we will refer to as our Spine segment.
The unaudited historical revenue information for these segments is provided in the following
slides.  This new segment breakout aligns with the way in which we manage the company.  Going
forward, our commentary and guidance will correspond to these new segments until the
completion of the spin-off, at which point our business will contain only the Specialty Surgical
Solutions and Orthopedics & Tissue Technologies segments.


Annual Revenue: 2012 –
2014
3
UNAUDITED
($ in Thousands)
Global Segment Revenues:
In thousands
2012
2013
2014
Specialty Surgical Solutions
464,169
$      
463,296
$
554,872
$
U.S.
334,168
        
332,781
  
399,538
  
International
130,001
        
130,515
  
155,334
  
Orthopedics & Tissue Technologies
218,972
        
225,737
  
235,539
  
U.S.
174,256
        
180,664
  
190,932
  
International
44,716
          
45,073
     
44,607
     
Spine
147,730
        
147,181
  
137,894
  
U.S.
134,406
        
129,249
  
123,570
  
International
13,324
          
17,932
     
14,324
     
Total Revenue
830,871
$      
836,214
$
928,305
$
U.S.
642,830
        
642,694
  
714,040
  
International
188,041
        
193,520
  
214,265
  


Quarterly Revenue: 2013
4
UNAUDITED
($ in Thousands)
Global Segment Revenues:
In thousands
Q1 13
Q2 13
Q3 13
Q4 13
2013
Specialty Surgical Solutions
106,433
$
114,598
$
120,780
$
121,485
$
463,296
$
U.S.
76,161
     
81,905
     
87,383
     
87,332
     
332,781
  
International
30,272
     
32,693
     
33,397
     
34,153
     
130,515
  
Orthopedics & Tissue Technologies
54,193
     
54,574
     
56,769
     
60,201
     
225,737
  
U.S.
42,162
     
43,138
     
47,793
     
47,571
     
180,664
  
International
12,031
     
11,436
     
8,976
       
12,630
     
45,073
     
Spine
36,026
     
36,375
     
35,697
     
39,083
     
147,181
  
U.S.
31,696
     
32,123
     
31,379
     
34,051
     
129,249
  
International
4,330
       
4,252
       
4,318
       
5,032
       
17,932
     
Total Revenue
196,652
$
205,547
$
213,246
$
220,769
$
836,214
$
U.S.
150,019
  
157,166
  
166,555
  
168,954
  
642,694
  
International
46,633
     
48,381
     
46,691
     
51,815
     
193,520
  


Quarterly Revenue: 2014
5
UNAUDITED
($ in Thousands)
Global Segment Revenues:
In thousands
Q1 14
Q2 14
Q3 14
Q4 14
2014
Specialty Surgical Solutions
127,195
$
137,516
$
137,499
$
152,662
$
554,872
$
U.S.
90,447
     
99,379
     
101,403
  
108,309
  
399,538
  
International
36,748
     
38,137
     
36,096
     
44,353
     
155,334
  
Orthopedics & Tissue Technologies
54,589
     
57,954
     
58,616
     
64,380
     
235,539
  
U.S.
43,280
     
47,079
     
48,056
     
52,517
     
190,932
  
International
11,309
     
10,875
     
10,560
     
11,863
     
44,607
     
Spine
33,275
     
35,881
     
33,604
     
35,134
     
137,894
  
U.S.
29,655
     
32,348
     
30,642
     
30,925
     
123,570
  
International
3,620
       
3,533
       
2,962
       
4,209
       
14,324
     
Total Revenue
215,059
$
231,351
$
229,719
$
252,176
$
928,305
$
U.S.
163,382
  
178,806
  
180,101
  
191,751
  
714,040
  
International
51,677
     
52,545
     
49,618
     
60,425
     
214,265
  


Integra Historic Revenue Reporting Segments
6
U.S.
Neurosurgery
(26%)
U.S. Instruments
(17%)
U.S. Extremities
(15%)
U.S. Spine &
Other
(19%)
International
(23%)
(%) Shows percentages of 2014 Revenues
Integra
Prior Segments
(% of Total 2014 Revenue)


Integra New Revenue Reporting Segments
7
U.S. Neurosurgery
(26%)
U.S. Instruments
(17%)
U.S. Extremities
(15%)
U.S. Spine & Other
(19%)
International
(23%)
(%) Shows percentages of 2014 Revenues
Orthopedics & Tissue
Technologies
(25%)
Specialty Surgical
Solutions
(60%)
Spine
(15%)
Dural Repair
Key Franchises:
Precision Tools &
Instruments
Tissue Ablation
Neuro Critical Care
Services and Repair
Key Franchises:
Regenerative
Technologies
Lower Extremities
Upper Extremities
Private Label


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