<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
Commission file number 0-26224
INTEGRA LIFESCIENCES CORPORATION
--------------------------------
(Exact name of registrant as specified in its charter)
Delaware 51-0317849
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
105 Morgan Lane
Plainsboro, New Jersey 08536
---------------------- -----
(Address of principal executive offices) (Zip code)
(609) 275-0500
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
[x] - Yes [ ]- No
As of November 12, 1997 the registrant had outstanding 29,808,700
shares of Common Stock, $.01 par value.
<PAGE>
INTEGRA LIFESCIENCES CORPORATION
INDEX
<TABLE>
<CAPTION>
Page Number
-----------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 1997
and December 31, 1996 (Unaudited) 3
Condensed Consolidated Statements of Operations for the
three and nine months ended September 30, 1997 and 1996 (Unaudited) 4
Condensed Consolidated Statements of Cash Flows for the
nine months ended September 30, 1997 and 1996 (Unaudited) 5
Notes to Unaudited Condensed Consolidated Financial
Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 12
SIGNATURES 13
Exhibit 14
</TABLE>
2
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
INTEGRA LIFESCIENCES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(Dollars in thousands)
<TABLE>
<CAPTION>
September 30, 1997 December 31, 1996
------------------ -----------------
<S> <C> <C>
ASSETS
- ------
Current Assets:
Cash and cash equivalents .......................... $ 8,236 $ 11,762
Short-term investments ............................. 22,198 22,514
--------- ---------
Total cash and investments ..................... 30,434 34,276
Accounts receivable, net ........................... 2,977 2,902
Inventories ........................................ 1,924 2,635
Prepaid expenses and other current assets .......... 421 338
--------- ---------
Total current assets ........................... 35,756 40,151
Property and equipment, net ............................ 7,626 8,554
Other assets ........................................... 102 36
--------- ---------
Total assets ........................................ $ 43,484 $ 48,741
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts payable, trade .............................. $ 1,130 $ 162
Accrued expenses and other current liabilities ....... 1,734 2,053
--------- ---------
Total current liabilities ...................... 2,864 2,215
Other liabilities ....................................... 168 142
--------- ---------
Total liabilities .............................. 3,032 2,357
--------- ---------
Stockholders' Equity:
Preferred stock, $.01 par value (15,000,000
authorized shares; no shares issued or ............... -- --
outstanding)
Common stock, $.01 par value (60,000,000
authorized shares; 29,797,366 and 28,551,315
issued and outstanding at September 30, 1997
and December 31, 1996, respectively) ................. 298 285
Additional paid-in capital .............................. 105,765 105,447
Unearned compensation related to stock options .......... (236) (328)
Notes receivable - related parties ...................... (35) (35)
Unrealized losses on investments ........................ (28) (4)
Accumulated deficit ..................................... (65,312) (58,981)
--------- ---------
Total stockholders' equity ..................... 40,452 46,384
--------- ---------
Total liabilities and stockholders' equity ............. $ 43,484 $ 48,741
========= =========
</TABLE>
The accompanying notes are an integral part
of the condensed consolidated financial statements
3
<PAGE>
INTEGRA LIFESCIENCES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Three Months Ended September Nine Months Ended September
30, 30,
--------------------------------- -------------------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
REVENUE
-------
Product sales........................................ $ 3,754 $ 2,591 $ 10,844 $ 8,132
Research grants...................................... 113 177 411 610
Product license fees................................. 6 - 11 500
Royalties............................................ 73 66 175 205
Contract product development......................... - 42 - 76
---------- ---------- ---------- -----------
Total revenue.................................... 3,946 2,876 11,441 9,523
COSTS AND EXPENSES
------------------
Cost of product sales................................ 1,731 1,575 5,574 4,462
Research and development............................. 1,439 1,591 4,525 4,814
Selling, general and administrative.................. 3,745 2,350 9,192 6,874
---------- ---------- ---------- -----------
Total costs and expenses......................... 6,915 5,516 19,291 16,150
--------- ---------- ---------- -----------
Operating income (loss).............................. (2,969) (2,640) (7,850) (6,627)
Other income......................................... 507 563 1,519 1,444
--------- ---------- ---------- -----------
Net income (loss)..................................... $ (2,462) $ (2,077) $ (6,331) $ (5,183)
========= =========== =========== ===========
Net income (loss) per share........................... $ (0.08) $ (0.07) $ (0.21) $ (0.19)
========= =========== =========== ===========
Weighted average number of common and common
equivalent shares outstanding..................... 29,797 28,535 29,511 27,967
========== ========== ========== ===========
</TABLE>
The accompany notes are an integral part
of the condensed consolidated financial statements
4
<PAGE>
INTEGRA LIFESCIENCES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net loss ..................................................... $ (6,331) $ (5,183)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation and amortization ............................. 1,426 1,554
Gain on sale of assets .................................... (115) (119)
Loss on investments ....................................... -- 26
Amortization of discount and interest on investments ...... (55) (781)
Amortization of unearned compensation ..................... 92 56
Changes in assets and liabilities:
Accounts receivable .................................... (75) (406)
Inventories ............................................ 711 (1,687)
Prepaid expenses and other current assets .............. (83) (13)
Non-current assets ..................................... (78) 141
Accounts payable, accrued expenses and other liabilities 674 539
-------- --------
Net cash used in operating activities ..................... (3,834) (5,872)
-------- --------
INVESTING ACTIVITIES:
Proceeds from sale of assets ................................. 128 301
Payments of acquired bankruptcy claims ....................... -- (10)
Purchases of available-for-sale investments .................. (29,151) (39,530)
Proceeds from sale/maturity of investments ................... 29,500 13,138
Purchases of property and equipment .......................... (499) (989)
-------- --------
Net cash used in investing activities ..................... (22) (27,090)
-------- --------
FINANCING ACTIVITIES:
Principal payment on notes receivable - related parties ...... -- 50
Payments of long-term debt ................................... -- (10)
Proceeds from exercise of stock options ...................... 330 785
Proceeds from sale of common stock ........................... -- 35,661
-------- --------
Net cash provided by financing activities ................. 330 36,486
-------- --------
Net increase (decrease) in cash and cash equivalents ............ (3,526) 3,525
Cash and cash equivalents at beginning of period ................. 11,762 4,512
-------- --------
Cash and cash equivalents at end of period ....................... $ 8,236 $ 8,037
======== ========
</TABLE>
The accompanying notes are an integral part
of the condensed consolidated financial statements
5
<PAGE>
INTEGRA LIFESCIENCES CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. In the opinion of management, the September 30 unaudited condensed
consolidated financial statements contain all adjustments (consisting only
of normal recurring accruals) which the Company considers necessary for a
fair presentation of the financial position and results of operations of
the Company. Operating results for the periods ended September 30, 1997 are
not necessarily indicative of the results to be expected for the entire
year. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. The preparation of
financial statements in conformity with generally accepted accounting
principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, including
disclosures of contingent assets and liabilities and the reported amounts
of revenues and expenses during the reporting periods. Actual results could
differ from those estimates. These unaudited condensed consolidated
financial statements should be read in conjunction with the Company's
consolidated financial statements for the year ended December 31, 1996
included in the Company's Annual Report on Form 10-K.
2. Inventories consist of the following (In thousands):
September 30, 1997 December 31, 1996
------------------ -----------------
Finished goods............. $ 780 $ 1,007
Work-in-process............ 914 1,270
Raw materials.............. 230 358
-------- ---------
$ 1,924 $ 2,635
======== =========
3. A former customer of the Company has claimed that the Company owes
$393,000 in connection with a terminated contract. The
Company believes that it does not have any liability in connection with
this matter, and accordingly, the Company's financial statements due not
reflect any such liability.
4. In May 1997, the Company's Stock Option Committee and Board of Directors
approved an option exchange program pursuant to which employees with
options having an exercise price in excess of $4.00 per share under the
Company's Stock Option Plans could elect to exchange such options for new
stock options with an exercise of $4.00. Under the exchange program, (i)
the number of replacement options issued in exchange for the original
options was determined by the utilization of a formula based on the
percentage decrease in exercise price from the original grant (not to
exceed 25% of the original options and excluding the first 1,000 options),
(ii) the replacement options expiration dates were adjusted to one year
later than the original options expiration dates, and (iii) the vesting
terms of the replacement options were adjusted to proportionately reflect
the decrease in options, when applicable. Under the exchange program,
1,134,417 options with exercise prices ranging from $4.25 to $12.50 were
exchanged for 903,317 options granted with an exercise price of $4.00.
To date, the Company has not calculated the pro-forma affect of the
exchange program under the disclosure-only provisions of Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation". The Company believes the exchange program is likely to
increase the pro forma expense associated with the stock option plans
because a significant amount of the original grants were prior to 1995 and
therefore did not impact the disclosure previously.
5. In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income"
("SFAS 130"). SFAS 130 establishes standards of disclosure and financial
statement display for reporting comprehensive income and the components
thereof. This statement defines comprehensive income as the change in
equity of a business during a period from transactions and other events
and circumstances from non-owner sources. SFAS 130 requires that
comprehensive income be presented in the financial statements as a
separate statement, in the statement of changes in equity or below the
total of net income or loss in the income statement. SFAS 130 is effective
for fiscal years beginning after December 15, 1997, with earlier
application permitted. The Company is currently evaluating the effect
SFAS 130 will have on its financial statements.
6
<PAGE>
6. In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes
standards for the way that public business enterprises report information
about operating segments in annual financial statements and requires that
those enterprises report selected information about operating segments in
interim financial reports issued to shareholders. Operating segments are
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision
maker in deciding how to allocate resources and in assessing performance.
This Statement requires that a public business enterprise report
descriptive information about the way that the operating segments were
determined and the products and services provided by the operating
segments.
This statement requires that a public business enterprise report a measure
of segment profit or loss, certain specific revenue and expense items, and
segment assets. It requires reconciliations of total segment revenues,
total segment profit or loss, total segment assets, and other amounts
disclosed for segments to corresponding amounts in the enterprise's
general-purpose financial statements. It also requires that all public
business enterprises report information about the revenues derived from the
enterprise's products and services, about the countries in which the
enterprise earns revenues and holds assets, and about major customers
regardless of whether that information is used in making operating
decisions. SFAS 131 is effective for financial statements for periods
beginning after December 15, 1997. The Company is currently evaluating the
effect SFAS 131 will have on its financial statements.
7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion contains trend information and other
forward-looking statements related to the future use of INTEGRA(TM) Artificial
Skin and anticipated expenditure levels and are made pursuant to the safe harbor
provisions of the Securities Litigation Reform Act of 1995. Such statements
involve risks and uncertainties which may cause results to differ materially
from those set forth in these statements. In addition, the economic,
competitive, governmental, technological and other factors identified in the
Company's Annual Report on Form 10-K filed with the Securities and Exchange
Commission could affect such results.
General
The Company is dedicated to the development and marketing of
BioSmart(TM) absorbable products to regenerate specific body tissues and organs.
The Company has developed principally by combining existing businesses,
acquiring synergistic technologies and forming strategic business and
technological alliances.
Results of Operations
Three Months Ended September 30, 1997 Compared to Three Months Ended
September 30, 1996
Total revenues increased to approximately $3.9 million for the three
months ended September 30, 1997 from $2.9 million for the three months ended
September 30,1996, as an increase in product sales was offset by decreases in
research grant and contract product development revenues. Product sales
increased to $3.8 million for the three months ended September 30, 1997 from
$2.6 million for the three months ended September 30, 1996. Sales of INTEGRA(TM)
Artificial Skin ("INTEGRA") increased to $1.6 million for the three months ended
September 30, 1997 compared to $860,000 in the third quarter of 1996. INTEGRA
received U.S. Food and Drug Administration premarket approval in March 1996. In
the third quarter of 1997, North American INTEGRA sales represented 67% of total
INTEGRA product sales. Since FDA approval, the product has been used in
hospitals making up over 50% of the specialized burn care beds in the United
States. The Company believes that INTEGRA has overcome the early adopter
threshold and is now entering what the Company calls an "intensity of use"
stage. The Company is focusing on increasing the annual per bed use of INTEGRA
in centers where the product has already been used.
The primary application of INTEGRA has been for patients with severe
life-threatening burns. The Company is also aware of its application in
reconstructive and wound healing procedures and is continuing to focus its
strategy on expanding the approved indications for use of INTEGRA. The Company
believes that INTEGRA can offer improved results compared to existing treatments
for relief of painful scars, wound contractures and hypertrophic scarring. The
Company believes that the following factors will have the greatest influence on
the use and sale of INTEGRA; i) physician training prior to product use, ii) the
collection of pharma-economic data to address initial product reimbursement
issues, iii) the publication of positive clinical results, iv) the continued
expansion into international markets, and v) the Company's ability to obtain FDA
approvals for additional indications.
Sales of the Company's other medical products were approximately $2.2
million for the three months ended September 30, 1997 compared to $1.7 million
for the three months ended September 30, 1996. Increases in the Company's
Infection Control and Dental product lines offset a decline in international
Surgical and Hemostasis product sales. Sales of the Company's other medical
products can vary significantly on a quarter to quarter basis depending on the
timing of shipments to private label customers and contract distributors. The
Company is currently in negotiations to extend a license and distribution
agreement for one of its Infection Control products, which is likely to result
in a decline in 1997 fourth quarter sales compared to the prior year. The
Company believes that finalizing such an agreement establishes the long-term
commitment of our marketing partner to the product.
8
<PAGE>
Export sales for the three months ended September 30, 1997 were flat
with the three months ended September 30, 1996 at approximately $550,000.
International INTEGRA sales increased by $220,000 to $530,000 for the three
months ended September 30, 1997 compared to the three months ended September 30,
1997, which was offset by declines in sales of other medical products. In July
1997, the Company has entered into an exclusive importation and sales agreement
for INTEGRA in Japan with Century Medical, Inc., a wholly owned subsidiary of
ITOCHU Corporation. Under the agreement, Century Medical will oversee and manage
the Company's clinical trials required for approval by the Japanese government,
and will then serve as the Company's exclusive distributor and importer in Japan
for regenerative products. The Company has also recently received approval to
import and market INTEGRA in Taiwan, bringing the total number of countries
INTEGRA can be marketed in to nineteen.
Other revenue, which includes grant revenue, license fees, contract
development revenue and royalties, was approximately $190,000 for the three
months ended September 30, 1997 compared to $285,000 for the three months ended
September 30, 1996. The largest decline was in grant revenue due to the
completion of a three-year National Institute of Standards and Technology (NIST)
grant as of December 31, 1996. The Company was recently awarded a three-year $2
million grant from NIST targeted to further develop the Company's BioSmart(TM)
absorbable polymers especially designed for tissue engineering with the initial
application expected to stimulate in-vivo cartilage regeneration. In addition,
the Company announced that it was awarded a research and development grant
totaling $96,500 from the National Cancer Institute. The purpose of the grant is
to support the Company's development of an RGD-based drug to inhibit
angiogenesis. The Company continues to seek research grants, licensing
arrangements and development funding for several of its technologies, although
the timing and amount of such revenue, if any, can not be predicted.
Cost of product sales increased to approximately $1.7 million (46% of
product sales) for the three months ended September 30, 1997 from $1.6 million
(61% of product sales) for the three months ended September 30, 1996. The
decrease in cost of product sales as a percentage of product sales is partially
attributable to an increase in sales of higher gross margin products including
INTEGRA, and a decline in inventory write-offs and product reserves related to
the Company's Ophthalmic product line and INTEGRA, respectively. The Company has
discontinued its production of the Ophthalmic product. The Company's INTEGRA
manufacturing unit is currently operating at a lower utilization compared to the
prior year as the Company continues to reduce inventory levels. Due to the high
fixed costs of the manufacturing facility for INTEGRA, the Company is
anticipating higher unit costs until there is a requirement for higher
production volume. The Company believes its current capacity to produce INTEGRA
and its other medical products is sufficient to support significant growth, and
that better utilization of this capacity will improve its gross margin on
product sales.
Research and development expense decreased to approximately $1.4
million for the three months ended September 30, 1997 from $1.6 million for the
three months ended September 30, 1996. A decline in animal studies related to
prior grant awards offset increases in research efforts associated with the
Company's California operations and costs associated with the Company's
post-approval clinical study for INTEGRA and additional INTEGRA development
activities. The Company expects the level of research and development
expenditures in 1997 to remain around 1996 expenditure levels as expenditures
related to the post-approval study of INTEGRA and pre-clinical and clinical
trials for the Company's regenerative and matrix medicine technologies continue.
The amount of resources and the allocation of those resources to fund research
and development will vary depending upon a number of factors, including the
progress of development of the Company's technologies, the timing and outcome of
pre-clinical and clinical results, changing competitive conditions and
determinations with respect to the commercial potential of the Company's
technologies.
Selling, general and administrative expense increased to approximately
$3.7 million for the three months ended September 30, 1997 from $2.4 million for
the three months ended September 30, 1996. Sales and marketing expenses
increased significantly due to the addition of marketing personnel and
9
<PAGE>
consultants as well as additional promotional activities involving INTEGRA.
General and administrative expense also increased significantly due to increased
legal and professional costs and additional management and business development
personnel. The Company is anticipating continued increases in sales and
marketing expenses over 1996 levels as a result of additional personnel and
continued promotional activities involving INTEGRA. General and administrative
expenses will continue to increase over 1996 levels due to the increase in
personnel and the Company's patent litigation lawsuit. The extent of such
increases will, in part, depend on the progress of the Company's patent
litigation lawsuit.
Nine Months Ended September 30, 1997 Compared to Nine Months Ended
September 30, 1996
Total revenues increased to approximately $11.4 million for the nine
months ended September 30, 1997 from $9.5 million for the nine months ended
September 30,1996, as an increase in product sales was offset by decreases in
research grant revenue and product license fees. Product sales increased to
$10.8 million for the nine months ended September 30, 1997 from $8.1 million
for the nine months ended September 30, 1996. Sales of INTEGRA increased to $4.6
million for the nine months ended September 30, 1997 compared to $1.8 million
for the nine months ended September 30, 1996. Included in the first nine-month
sales of 1997 is $1.3 million in international INTEGRA sales, including over
$250,000 in sales in Germany, France and Australia, and compared to $580,00 in
sales for the prior year period.
Product sales of the Company's other medical products were
approximately $6.3 million for both the nine months ended September 30, 1997 and
the nine months ended September 30, 1996. Increases in the Company's Dental
product line were offset by a decline in the Company's Surgical and Hemostasis
and Infection Control product lines. The Company also experienced a decline in
its Ophthalmic product line as it has ceased sales of its corneal shield
product. The Company does not believe that the loss of this product will have a
significant impact on the Company as the ophthalmic product accounted for only
3% of product sales for the year ended December 31, 1996 and the nine months
ended September 30, 1997. Sales of the Company's other medical products can vary
significantly on a period to period basis depending on the timing of shipments
to private label customers and contract distributors. Export sales, including
INTEGRA, for the nine months ended September 30, 1997 increased to $1.5 million
from $1.2 million for the nine months ended September 30, 1996.
Other revenue was approximately $600,000 for the nine months ended
September 30, 1997 compared to $1.4 million for the nine months ended September
30, 1996. The largest decline was in product license fees due to a $500,000
licensing fee received in 1996 as part of an agreement with Cambridge Antibody
Technology Limited involving the Company's human antibody development program.
Grant revenue also declined due to the completion of a three-year National
Institute of Standards and Technology grant as of December 31, 1996.
Cost of product sales increased to approximately $5.6 million (51% of
product sales) for the nine months ended September 30, 1997 from $4.5 million
(55% of product sales) for the nine months ended September 30, 1996. The
decrease in cost of product sales as a percentage of product sales is partially
attributable to sales growth in higher gross margin products compared to the
prior year.
Research and development expense was approximately $4.5 million for the
nine months ended September 30, 1997 compared to $4.8 million for the nine
months ended September 30, 1996. Decreases in animal study costs associated with
the prior year grant funding were offset by increases in costs associated the
Company's post-approval clinical study for INTEGRA and the addition of full-time
clinical and research personnel.
Selling, general and administrative expense increased to approximately
$9.2 million for the nine months ended September 30, 1997 from $6.9 million for
the nine months ended September 30, 1996. Sales and marketing expenses increased
due to domestic and international costs associated with INTEGRA. A decline in
national training session costs was offset by increased costs associated with
additional
10
<PAGE>
technical personnel and consultants as well as additional promotional
activities. General and administrative expenses increased due to additional
legal and professional costs and additional management personnel.
Liquidity and Capital Resources
At September 30, 1997, the Company had cash, cash equivalents and
short-term investments of approximately $30.4 million and no long-term debt. The
Company's principal uses of funds during the nine-month period ended September
30, 1997 were $3.8 million for operations and $500,000 in purchases of property
and equipment. The Company also received $330,000 in funds from the exercise of
stock options under the Company's stock option plans. The Company anticipates
that it will continue to use its liquid assets to fund operations until
sufficient revenues can be generated through product sales and collaborative
arrangements. There can be no assurance that the Company will be able to
generate sufficient revenues to obtain positive operating cash flows or
profitability.
Other Information
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS
130"). SFAS 130 establishes standards of disclosure and financial statement
display for reporting comprehensive income and the components thereof. This
statement defines comprehensive income as the change in equity of a business
during a period from transactions and other events and circumstances from
non-owner sources. SFAS 130 requires that comprehensive income be presented in
the financial statements as a separate statement, in the statement of changes in
equity or below the total of net income or loss in the income statement. SFAS
130 is effective for fiscal years beginning after December 15, 1997, with
earlier application permitted. The Company is currently evaluating the effect
SFAS 130 will have on its financial statements.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). SFAS 131 establishes standards
for the way that public business enterprises report information about operating
segments in annual financial statements and requires that those enterprises
report selected information about operating segments in interim financial
reports issued to shareholders. Operating segments are components of an
enterprise about which separate financial information is available that is
evaluated regularly by the chief operating decision maker in deciding how to
allocate resources and in assessing performance. This Statement requires that a
public business enterprise report descriptive information about the way that the
operating segments were determined and the products and services provided by the
operating segments.
SFAS 131 requires that a public business enterprise report a measure of segment
profit or loss, certain specific revenue and expense items, and segment assets.
It requires reconciliations of total segment revenues, total segment profit or
loss, total segment assets, and other amounts disclosed for segments to
corresponding amounts in the enterprise's general-purpose financial statements.
It also requires that all public business enterprises report information about
the revenues derived from the enterprise's products and services, about the
countries in which the enterprise earns revenues and holds assets, and about
major customers regardless of whether that information is used in making
operating decisions. SFAS 131 is effective for financial statements for periods
beginning after December 15, 1997. The Company is currently evaluating the
effect SFAS 131 will have on its financial statements.
11
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement re Computation of Per Share Amounts
27 Financial Data Schedule
(b) Reports on Form 8-K
None
12
<PAGE>
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 thereunto duly authorized.
INTEGRA LIFESCIENCES CORPORATION
Date: September 14, 1997 /s/ Richard E. Caruso
----------------------
Richard E. Caruso, Ph.D.
Chairman, President and Chief Executive Officer
Date: September 14, 1997 /s/ David B. Holtz
-------------------
David B. Holtz
Vice President, Treasurer
13
<PAGE>
Exhibit 11
Statement of Computation of Per Share Amounts
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- --------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Primary:
Net loss for the period .......................... $ (2,462) $ (2,077) $ (6,331) $ (5,183)
======== ======== ======== ========
Weighted average number of shares of common stock
outstanding ................................ 29,797 28,535 29,511 27,967
Shares issuable upon exercise of outstanding
options and warrants ....................... -- -- -- --
Shares assumed to be acquired in accordance with
the treasury stock method .................. -- -- -- --
-------- -------- -------- --------
Shares used in computing per share loss .......... 29,797 28,535 29,511 27,967
Net loss per share ............................... $ (0.08) $ (0.07) $ (0.21) $ (0.19)
======== ======== ======== ========
Fully Diluted:
Net loss for the period .......................... $ (2,462) $ (2,077) $ (6,331) $ (5,183)
======== ======== ======== ========
Weighted average number of shares of common stock
outstanding ................................ 29,797 28,535 29,511 27,967
Shares issuable upon exercise of outstanding
options and warrants ....................... 256 1,367 514 3,371
Shares assumed to be acquired in accordance
with the treasury stock method ............. (126) (57) (85) (1,549)
-------- -------- -------- --------
Shares used in computing per share loss .......... 29,927 29,845 29,940 29,789
-------- -------- -------- --------
Net loss per share ............................... $ (0.08) $ (0.07) $ (0.21) $ (0.17)
======== ======== ======== ========
</TABLE>
14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 8,236
<SECURITIES> 22,198
<RECEIVABLES> 2,977
<ALLOWANCES> 0
<INVENTORY> 1,924
<CURRENT-ASSETS> 35,756
<PP&E> 12,561
<DEPRECIATION> 4,721
<TOTAL-ASSETS> 43,484
<CURRENT-LIABILITIES> 2,864
<BONDS> 0
0
0
<COMMON> 298
<OTHER-SE> 105,765
<TOTAL-LIABILITY-AND-EQUITY> 43,484
<SALES> 10,844
<TOTAL-REVENUES> 11,441
<CGS> 5,574
<TOTAL-COSTS> 5,574
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (6,331)
<INCOME-TAX> 0
<INCOME-CONTINUING> (6,331)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,331)
<EPS-PRIMARY> (.21)
<EPS-DILUTED> (.21)
</TABLE>
