þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
DELAWARE | 51-0317849 | |
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION) |
(I.R.S. EMPLOYER
IDENTIFICATION NO.) |
|
311 ENTERPRISE DRIVE
PLAINSBORO, NEW JERSEY |
||
(ADDRESS OF PRINCIPAL | 08536 | |
EXECUTIVE OFFICES) | (ZIP CODE) |
Large accelerated filer þ | Accelerated filer o |
Non-accelerated
filer
o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
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Item 4. Reserved and Removed
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27 | ||||||||
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28 | ||||||||
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Exhibit 10.2 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.1 | ||||||||
Exhibit 32.2 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT |
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
178,595
$
165,725
$
351,293
$
326,675
64,464
59,805
127,688
117,953
11,761
10,302
23,062
20,945
74,216
68,252
146,727
134,703
3,575
3,461
6,594
6,917
154,016
141,820
304,071
280,518
24,579
23,905
47,222
46,157
52
134
113
381
(4,300
)
(6,174
)
(8,841
)
(12,858
)
763
(481
)
1,909
(1,349
)
21,094
17,384
40,403
32,331
5,937
6,159
10,024
11,539
$
15,157
$
11,225
$
30,379
$
20,792
$
0.51
$
0.38
$
1.02
$
0.71
$
0.50
$
0.38
$
1.00
$
0.71
29,855
29,004
29,672
28,974
30,399
29,202
30,282
29,228
Table of Contents
Table of Contents
Table of Contents
$
518
138
280
Wtd. Avg. Life
490
15 years
263
6 years
312
Indefinite
601
$
2,602
Table of Contents
June 30,
December 31,
2010
2009
(in thousands)
$
109,898
$
109,077
30,174
28,757
32,379
30,131
(29,198
)
(27,725
)
$
143,253
$
140,240
$
261,941
261,941
(10,399
)
601
$
252,143
Table of Contents
Weighted
June 30, 2010
December 31, 2009
Average
Accumulated
Accumulated
Life
Cost
Amortization
Net
Cost
Amortization
Net
12 years
$
68,771
$
(24,799
)
$
43,972
$
69,632
$
(22,526
)
$
47,106
12 years
97,025
(40,573
)
56,452
97,922
(36,724
)
61,198
35 years
33,023
(7,781
)
25,242
35,741
(8,692
)
27,049
Indefinite
49,384
49,384
49,384
49,384
30 years
29,300
(4,037
)
25,263
29,300
(3,647
)
25,653
15 years*
8,364
(7,503
)
861
8,197
(7,470
)
727
$
285,867
$
(84,693
)
$
201,174
$
290,176
$
(79,059
)
$
211,117
*
Table of Contents
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
26
$
30
$
53
$
57
155
151
313
285
(119
)
(103
)
(244
)
(199
)
36
115
74
222
$
98
$
193
$
196
$
365
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
15,157
$
11,225
$
30,379
$
20,792
(16,704
)
13,691
(27,933
)
5,726
(5
)
(11
)
$
(1,552
)
$
24,916
$
2,435
$
26,518
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
15,157
$
11,225
$
30,379
$
20,792
29,855
29,004
29,672
28,974
$
0.51
$
0.38
$
1.02
$
0.71
$
15,157
$
11,225
$
30,379
$
20,792
29,855
29,004
29,672
28,974
544
198
610
254
30,399
29,202
30,282
29,228
$
0.50
$
0.38
$
1.00
$
0.71
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
72,819
$
65,164
$
143,006
$
129,530
66,306
61,448
131,080
121,179
39,470
39,113
77,207
75,966
$
178,595
$
165,725
$
351,293
$
326,675
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
138,760
$
127,086
$
268,123
$
249,671
20,076
23,035
44,228
46,429
9,174
7,935
18,411
15,129
10,585
7,669
20,531
15,446
$
178,595
$
165,725
$
351,293
$
326,675
Table of Contents
Percentage Point
Three Months Ended June 30,
Increase
2010
2009
(Decrease)
28.1
%
35.4
%
(7.3
%)
Percentage Point
Six Months Ended June 30,
Increase
2010
2009
(Decrease)
24.8
%
35.7
%
(10.9
%)
Table of Contents
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
326
$
$
566
$
314
1,924
629
3,931
196
628
646
784
189
1,246
392
797
797
246
74
246
350
89
(1,124
)
1,888
2,765
3,941
5,527
1,876
$
4,109
$
5,409
$
7,881
$
11,844
(1)
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
622
$
2,223
$
1,358
$
4,421
48
102
160
754
332
1,683
834
797
797
1,888
2,765
3,941
5,677
89
752
$
4,109
$
5,409
$
7,881
$
11,844
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
72,819
$
65,164
$
143,006
$
129,530
66,306
61,448
131,080
121,179
39,470
39,113
77,207
75,966
178,595
165,725
351,293
326,675
64,464
59,805
127,688
117,953
$
114,131
$
105,920
$
223,605
$
208,722
63.9
%
63.9
%
63.7
%
63.9
%
Table of Contents
Three Months Ended June 30,
2010
2009
6.6
%
6.2
%
41.5
%
41.2
%
2.0
%
2.1
%
50.1
%
49.5
%
Table of Contents
Three Months Ended
June 30,
2010
2009
$
52
$
134
$
(4,300
)
$
(6,174
)
$
763
$
(481
)
Three Months Ended
June 30,
2010
2009
(in thousands)
$
21,094
$
17,384
$
5,937
$
6,159
28.1
%
35.4
%
Table of Contents
Six Months Ended
June 30,
2010
2009
6.6
%
6.4
%
41.7
%
41.2
%
1.9
%
2.1
%
50.2
%
49.7
%
Table of Contents
Six Months Ended
June 30,
2010
2009
$
113
$
381
(8,841
)
(12,858
)
1,909
(1,349
)
Six Months Ended
June 30,
2010
2009
(in thousands)
$
40,403
$
32,331
$
10,024
$
11,539
24.8
%
35.7
%
Table of Contents
Three Months Ended June 30,
Six Months Ended June 30,
2010
2009
2010
2009
$
138,760
$
127,086
$
268,123
$
249,671
20,076
23,035
44,228
46,429
9,174
7,935
18,411
15,129
10,585
7,669
20,531
15,446
$
178,595
$
165,725
$
351,293
$
326,675
Six Months Ended June 30,
2010
2009
(in thousands)
$
47,495
$
67,825
(14,112
)
(12,410
)
(3,244
)
(104,220
)
(8,412
)
3,976
$
21,727
$
(44,829
)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
*
Table of Contents
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
Date: July 28, 2010
/s/ Stuart M. Essig
Stuart M. Essig
President and Chief Executive Officer
Date: July 28, 2010
/s/ John B. Henneman, III
John B. Henneman, III
Executive Vice President, Finance and Administration,
and
Chief Financial Officer
Table of Contents
10.1
*10.2
*31.1
*31.2
*32.1
*32.2
*101.INS
*101.SCH
*101.CAL
*101.LAB
*101.PRE
*
Exhibit 10.2
FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT
THIS FIRST AMENDMENT TO EQUIPMENT LEASE AGREEMENT (First Amendment) is made and dated effective as of June 29, 2010 by and between MEDICUS CORPORATION, a Delaware corporation (the Lessor) and INTEGRA LIFESCIENCES CORPORATION, a Delaware corporation (the Lessee).
BACKGROUND:
A. The Lessor and the Lessee are parties to a certain Equipment Lease Agreement dated as of June 1, 2000 (the Lease), pursuant to the provisions of which the Lessor leased to the Lessee and the Lessee rented from the Lessor certain production equipment described in the Lease.
B. The Lessor and the Lessee now desire to amend and modify the Lease pursuant to the provisions of this First Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intention of being legally bound, the Lessor and the Lessee hereby agree as follows:
1. Section 3(a) of the Lease is hereby amended in its entirety to read as follows:
3(a) Term. The term of this Lease shall commence on June 1, 2000 (the Commencement Date) and shall terminate on March 31, 2022 unless sooner terminated or extended as hereinafter set forth.
2. Section 3(b) of the Lease is hereby amended in its entirety to read as follows:
3(b) Option to Renew. Provided that the Lessee is not in default of any material obligation to the Lessor, its successors or assigns (if any) under this Lease, the Lessor hereby grants to the Lessee an option to renew this Lease for an additional term of ten years ending on March 31, 2032.
3. Except as expressly provided in this First Amendment, the terms and provisions of the Lease remain in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the 29th day of June, 2010.
MEDICUS CORPORATION , as Lessor | ||
By: | /s/ Gerald N. Holtz | |
Name: | Gerald N. Holtz | |
Title: | President | |
INTEGRA LIFESCIENCES CORPORATION, as Lessee | ||
By: | /s/ Stuart M. Essig | |
Name: | Stuart M. Essig | |
Title: | President and Chief Executive Officer |
1. |
I have reviewed this quarterly report on Form 10-Q of Integra LifeSciences Holdings
Corporation;
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13 a-15(e):
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is
being prepared;
|
||
(b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
|
||
(c) |
evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
|
||
(d) |
disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
|
||
(b) |
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial reporting.
|
Date: July 28, 2010 | /s/ Stuart M. Essig | |||
Stuart M. Essig | ||||
President and Chief Executive Officer |
1. |
I have reviewed this quarterly report on Form 10-Q of Integra LifeSciences Holdings
Corporation;
|
|
2. |
Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
|
|
3. |
Based on my knowledge, the financial statements, and other financial information included
in this report, fairly present in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the periods presented in this
report;
|
|
4. |
The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13 a-15(e):
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a) |
designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the period in which this report is
being prepared;
|
||
(b) |
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles;
|
||
(c) |
evaluated the effectiveness of the registrants disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and
|
||
(d) |
disclosed in this report any change in the registrants internal control over
financial reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control over
financial reporting; and
|
5. |
The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the
audit committee of the registrants board of directors (or persons performing the equivalent
functions):
|
(a) |
all significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect the
registrants ability to record, process, summarize and report financial information; and
|
||
(b) |
any fraud, whether or not material, that involves management or other employees
who have a significant role in the registrants internal control over financial reporting.
|
Date: July 28, 2010 | /s/ John B. Henneman, III | |||
John B. Henneman, III | ||||
Executive Vice President, Finance and Administration, and
Chief Financial Officer |
1. |
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2010 (the
Report) fully complies with the requirement of Section 13(a) or Section 15(d), as applicable,
of the Securities Exchange Act of 1934, as amended; and
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
|
Date: July 28, 2010 | /s/ Stuart M. Essig | |||
Stuart M. Essig | ||||
President and Chief Executive Officer |
1. |
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2010 (the
Report) fully complies with the requirement of Section 13(a) or Section 15(d), as applicable,
of the Securities Exchange Act of 1934, as amended; and
|
|
2. |
The information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company.
|
Date: July 28, 2010 | /s/ John B. Henneman, III | |||
John B. Henneman, III | ||||
Executive Vice President, Finance and Administration, and
Chief Financial Officer |