Integra Lifesciences Holdings Corp 8-K, filed Oct 21, 2026
Integra Lifesciences Holdings Corp (IART)
8-K
2026-10-21
For: 2026-10-21
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Added on
October 21, 2026
About this 8-K
Integra Lifesciences Holdings Corp filed this 8-K on October 21, 2026.
Integra LifeSciences reported third-quarter 2026 revenue of $411.2 million, up 2.3%, and adjusted diluted EPS of $0.59; completed a $2.1 billion refinancing; maintained 2026 revenue guidance of $1.634 billion to $1.654 billion and adjusted EPS guidance of $2.30 to $2.40. AI summary
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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): October 21, 2026
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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On October 21, 2026, Integra LifeSciences Holdings Corporation (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2026 (the “Press Release”). A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item. In the financial statements portion of the Press Release, the Company has included a reconciliation of GAAP revenues to organic revenues for the quarters ended September 30, 2026 and 2025, GAAP net income to adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) for the quarters ended September 30, 2026 and 2025, GAAP net income to adjusted net income for the quarters ended September 30, 2026 and 2025, GAAP gross profits to adjusted gross profits for the quarters ended September 30, 2026 and 2025, GAAP gross margin to adjusted gross margin for the quarters ended September 30, 2026 and 2025, GAAP earnings per diluted share to adjusted earnings per diluted share for the quarters ended September 30, 2026 and 2025, and GAAP total debt to net debt for the quarters ended September 30, 2026 and December 31, 2025.
In the Press Release, the Company provided forward-looking guidance regarding organic revenues and adjusted earnings per diluted share but did not provide reconciliations to the most directly comparable forward-looking GAAP financial measures because certain GAAP expense items and the impact of changes in foreign exchange rates are highly variable and management is unable to predict them with reasonable certainty and without unreasonable effort.
The information contained in Item 2.02 of this Current Report on Form 8-K (including the Press Release and selected historical financial information) is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in Item 2.02 of this Current Report on Form 8-K (including the Press Release and selected historical financial information) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Discussion of Adjusted Financial Measures
In addition to our GAAP results, we provide certain non-GAAP measures, including organic revenues, adjusted EBITDA, adjusted net income, adjusted gross profit, adjusted gross margin, adjusted earnings per diluted share, and net debt. Organic revenues consist of total revenues excluding the effects of currency exchange rates, revenues from current-period acquisitions and product divestitures. Adjusted EBITDA consists of GAAP net income excluding: (i) depreciation and amortization; (ii) other income (expense); (iii) interest income and expense; (iv) income tax expense (benefit); (v) impairment charges; and (vi) those operating expenses also excluded from adjusted net income. The measure of adjusted net income consists of GAAP net income, excluding: (i) structural optimization charges; (ii) divestiture, acquisition and integration-related charges; (iii) EU Medical Device Regulation-related charges; (iv) charges related to the transition of Boston-related manufacturing operations to the Company’s Braintree, Massachusetts facility (the “Braintree transition”); (v) charges related to the flooding of the Company’s Cincinnati, Ohio manufacturing facility, including inventory losses, asset write-offs, remediation costs, plant restart costs and other directly related costs, net of associated insurance reimbursements, as applicable (the “Cincinnati flood and recovery”); (vi) intangible asset amortization expense; (vii) income tax impact from adjustments; and (viii) impairment charges. The measure of adjusted gross margin is calculated by dividing adjusted gross profit by total revenues. Adjusted gross profit consists of GAAP gross profit adjusted for: (i) structural optimization charges; (ii) divestiture, acquisition and integration-related charges; (iii) charges related to the Braintree transition; (iv) charges related to the Cincinnati flood and recovery; (v) EU Medical Device Regulation-related charges; and (vi) intangible asset amortization expense. The adjusted earnings per diluted share measure is calculated by dividing adjusted net income attributable to diluted shares by diluted weighted average shares outstanding. The measure of net debt consists of GAAP total debt (excluding deferred financing costs) less short-term investments, cash and cash equivalents.
The Company believes that the presentation of organic revenues and the various adjusted EBITDA, adjusted net income, adjusted gross profit, adjusted gross margin, adjusted earnings per diluted share, and net debt measures provides important supplemental information to management and investors regarding financial and business trends relating to the Company's financial condition and results of operations. Management uses non-GAAP financial
measures in the form of organic revenues, adjusted EBITDA, adjusted net income, adjusted gross profit, adjusted gross margin, adjusted earnings per diluted share, and net debt when evaluating operating performance because we believe that the inclusion or exclusion of the items described below, for which the amounts and/or timing may vary significantly depending upon the Company's divestiture, acquisition, integration, and restructuring activities, for which the amounts are non-cash in nature, or for which the amounts are not expected to recur at the same magnitude, provides a supplemental measure of our operating results that facilitates comparability of our financial condition and operating performance from period to period, against our business model objectives, and against other companies in our industry. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our core business and the valuation of our Company. In addition, since the Company has historically provided non-GAAP guidance to the investment community, we believe the continued inclusion of non-GAAP guidance provides consistency in the information made available to investors.
Organic revenues, adjusted EBITDA, adjusted net income, adjusted gross profit, adjusted gross margin, adjusted earnings per diluted share, and net debt are significant measures used by management for purposes of:
• supplementing the financial results and forecasts reported to the Company's board of directors;
• evaluating, managing and benchmarking the operating performance of the Company;
• establishing internal operating budgets;
• determining compensation under bonus or other incentive programs;
• enhancing comparability from period to period;
• comparing performance with internal forecasts and targeted business models; and
• evaluating and valuing potential acquisition candidates.
The measure of organic revenues that we report reflects the change in total revenues for the quarter ended September 30, 2026 adjusted for the effects of currency exchange rates, revenues from acquisitions, and revenues from divested products on current period revenues. We provide this measure because changes in foreign currency exchange rates can distort our reduction favorably or unfavorably, depending upon the strength of the U.S. dollar in relation to the various foreign currencies in which we generate revenues. We generate significant revenues outside the United States in multiple foreign currencies. We believe this measure provides useful information to determine the success of our international selling organizations in increasing sales of products in their local currencies without regard to fluctuations in currency exchanges rates, which we do not control. Additionally, significant divestitures and acquisitions can distort our current period revenues when compared to prior periods.
The measures of adjusted net income and adjusted gross profit reflect GAAP net income and GAAP gross profit, respectively, each adjusted for one or more of the following items, as applicable:
•Structural optimization charges. These charges include employee severance and other costs associated with exit or disposal of facilities, costs related to transferring manufacturing and/or distribution activities to different locations, and rationalization or enhancement of our organization, existing manufacturing, distribution, administrative, functional and commercial infrastructure. Some of these cost-saving and efficiency-driven activities are identified as opportunities in connection with acquisitions that provide the Company with additional capacity or economies of scale. Although recurring in nature, given management's ongoing review of the efficiency of our organization and structure, including manufacturing, distribution and administrative facilities and operations, management excludes these items when evaluating the operating performance of the Company because the frequency and amount of such charges vary significantly based on the timing and magnitude of the Company's rationalization activities and are, in some cases, dependent upon opportunities identified in acquisitions, which also vary in frequency and magnitude.
•Acquisition, divestiture and integration-related charges. Acquisition, divestiture and integration-related charges include (i) inventory fair value purchase accounting adjustments, (ii) changes in the fair value of contingent consideration after the acquisition date, (iii) costs related to acquisition integration, including systems, operations, retention and severance, (iv) legal, accounting, banking and other outside consultants expenses directly related to acquisitions or divestitures, and (v) gain or loss on sale of business and related costs to complete the divestiture of business. Although recurring, given the ongoing character of our acquisitions and divestitures, these charges are not factored into the evaluation of our performance by management after completion because they are of a temporary nature, they are not related to our core
operating performance and the frequency and amount of such charges vary significantly based on the timing and magnitude of our acquisition and divestiture transactions as well as the level of inventory on hand at the time of acquisition.
•EU Medical Device Regulation charges. These charges represent costs specific to complying with the medical device reporting regulations and other requirements of the European Union’s regulation for medical devices. Management excludes this item when evaluating the Company’s operating performance because these costs incurred are not reflective of its ongoing operations.
•Braintree transition charges. These charges represent costs and charges related to the transition of certain manufacturing operations from the Company’s Boston, Massachusetts facility to the Company’s Braintree, Massachusetts facility. Management excludes this item when evaluating the Company’s operating performance because of the infrequent and/or large scale nature of these activities.
•Cincinnati flood and recovery charges. These adjustments represent the direct impacts associated with the flooding of the Company’s Cincinnati, Ohio manufacturing facility, including inventory losses, fixed asset write-offs, remediation costs, plant restart costs and other directly related costs, net of associated insurance reimbursements for such items, as applicable. Management excludes these items when evaluating the Company’s operating performance because they arise from a discrete natural disaster that is outside the ordinary course of the Company’s operations and/or are of a magnitude not expected to recur. Insurance recoveries related to business interruption for lost revenue are not included in this adjustment and remain in the Company’s non-GAAP measures.
•Intangible asset amortization expense. Management excludes this item when evaluating the Company's operating performance because it is a non-cash expense.
•Income tax impact from adjustments. This item represents adjustments to income tax expense for the amount of additional tax expense that the Company estimates that it would record if it used non-GAAP results instead of GAAP results in the calculation of its tax provision, based on the statutory rate applicable to jurisdictions in which the above non-GAAP adjustments relate.
•Impairment charges. These charges represent the impairment of goodwill due to the increased risk to the Company’s future results of operations from a number of factors, including recent tariff changes that have created broad economic uncertainty and the impact of quality, operational, and supply issues that have had a negative impact on the Company’s market capitalization. Management excludes this item when evaluating the Company's operating performance because it is a non-cash expense.
In the Press Release, the Company provided forward-looking guidance regarding organic revenues and adjusted earnings per diluted share but did not provide reconciliations to the most directly comparable forward-looking GAAP financial measures because certain GAAP expense items and the impact of changes in foreign exchange rates are highly variable and management is unable to predict them with reasonable certainty and without unreasonable effort. Specifically, the actual impact of changes in foreign exchange rates and the financial impact and timing of divestitures, acquisitions, integrations, structural optimization, efforts to comply with the EU Medical Device Regulation, and income tax impact from adjustments are uncertain, depend on various dynamic factors and are not reasonably ascertainable at this time. The unavailable information could have a material impact on GAAP results.
Organic revenues, adjusted EBITDA, adjusted net income, adjusted gross profit, adjusted gross margin, adjusted earnings per diluted share, and net debt are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the revenues, costs or benefits associated with the operations of the Company's business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of the Company's results as reported under GAAP. The Company expects to continue to acquire businesses and product lines and to incur expenses of a nature similar to many of the non-GAAP adjustments described above, and exclusion of these items from its adjusted financial measures should not be construed as an inference that all of these revenue adjustments or costs are unusual, infrequent or non-recurring. Some of the limitations in relying on the adjusted financial measures are:
•The Company periodically acquires other companies or businesses, and we expect to continue to incur acquisition-related expenses and charges in the future. These costs can directly impact the amount of the
Company's available funds or could include costs for aborted deals which may be significant and reduce GAAP net income.
•All of the adjustments to GAAP net income have been tax affected at the Company's actual tax rates. Depending on the nature of the adjustments and the tax treatment of the underlying items, the effective tax rate related to adjusted net income could differ significantly from the effective tax rate related to GAAP net income.
In the financial tables portion of the Press Release, the Company has included reconciliations of GAAP reported revenues to organic revenues, GAAP net income to adjusted EBITDA, GAAP net income to adjusted net income, GAAP gross profit to adjusted gross profit, GAAP gross margin to adjusted gross margin, and GAAP earnings per diluted share to adjusted earnings per diluted share each for the quarters ended September 30, 2026 and 2025. The Company has included a reconciliation of GAAP total debt to net debt for the quarters ended September 30, 2026 and December 31, 2025.
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release with attachments, dated October 21, 2026, issued by Integra LifeSciences Holdings Corporation
104 Cover Page Interactive Data File (embedded within the inline XRBL document)
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: October 21, 2026 | By: | /s/ Lea Knight | ||||||
| Lea Knight | ||||||||
| Title: | Executive Vice President and Chief Financial Officer | |||||||
News Release
Integra LifeSciences Reports Third Quarter 2026 Financial Results
PRINCETON, N.J., October 21, 2026 - Integra LifeSciences Holdings Corporation (Nasdaq: IART), a leading global medical technology company, today reported financial results for the third quarter ending September 30, 2026.
Third Quarter 2026 Highlights
•Third quarter revenues of $411.2 million increased 2.3% on a reported basis and 2.5% on an organic basis compared to the prior year. Results included an approximate $7 million revenue impact related to flood damage at the Company’s Cincinnati facility.
•Third quarter GAAP earnings per diluted share of $0.19, compared to $(0.07) in the prior year.
•Adjusted earnings per diluted share of $0.59, compared to $0.54 in the prior year.
•Generated operating cash flow of $96.0 million and reduced the consolidated total leverage ratio to 3.8x.
•Subsequent to quarter-end, completed a $2.1 billion debt refinancing that extended debt maturities and enhanced financial flexibility.
•2026 full-year revenue guidance of $1.634 billion to $1.654 billion and adjusted earnings per share guidance of $2.30 to $2.40, consistent with the outlook provided on October 2, 2026.
"Our third quarter performance reflected mixed results across our portfolio, with stronger performance in Specialty Surgery partially offset by a $7 million impact from the Cincinnati disruption and softer-than-expected results in Tissue Reconstruction. We delivered results within our guidance ranges, generated strong cash flow, reduced leverage, and subsequently completed our debt refinancing," said Stuart Essig, Chairman and Chief Executive Officer.
"Our updated outlook reflects both the recovery timeline in Cincinnati and more measured expectations for portions of our Tissue Reconstruction business. We are focused on executing against these challenges while continuing to support our customers, advance key product launches and returns, and strengthen the business for more consistent long-term growth."
Third Quarter 2026 Consolidated Performance
Total reported revenues of $411.2 million increased 2.3% on a reported basis and 2.5% on an organic basis compared to the prior year.
The Company reported GAAP gross margin of 51.0%, compared to 51.5% in the third quarter of 2025. Adjusted gross margin was 61.1%, compared to 62.9% in the prior year.
Adjusted EBITDA for the third quarter of 2026 was $79.8 million, or 19.4% of revenue, compared to $78.5 million, or 19.5% of revenue, in the prior year.
The Company reported GAAP net income of $14.9 million, or $0.19 per diluted share, in the third quarter of 2026, compared to GAAP net loss of $(5.4) million, or $(0.07) per diluted share, in the prior year.
Adjusted net income for the third quarter of 2026 was $46.4 million, or $0.59 per diluted share, compared to $41.6 million, or $0.54 per diluted share, in the prior year.
Third Quarter 2026 Segment Performance
Specialty Surgery (~70% of Revenues)
Total revenues were $304.1 million, representing reported growth of 3.9% and an organic growth of 4.2% compared to the third quarter of 2025. Results were impacted by approximately $7 million related to flood damage at the Company’s Cincinnati facility.
•Sales in Neuro increased 6.5% on an organic basis primarily driven by growth in CereLink®, Certas® Plus, Bactiseal®, DuraSeal® and recovery in cranial perforators.
•Sales in Instruments declined (0.9%) on an organic basis due to order timing.
•ENT sales declined (1.1%), largely due to a low-single digit decline in sinus balloons.
Tissue Reconstruction (~30% of Revenues)
Total revenues were $107.1 million, representing reported and organic decline of (2.2)% compared to the third quarter of 2025. Key drivers for the quarter include:
•Low-single digit decline in wound reconstruction, with strong growth in DuraSorb® and PriMatrix®, offset by declines in MicroMatrix® and Integra Skin.
•Beginning this quarter, we are referring to our Private Label business as Corporate Partnerships, a name that better reflects the nature of these customer relationships. Corporate Partnerships, was approximately flat compared to the third quarter of last year.
Balance Sheet, Cash Flow and Capital Allocation
The Company generated cash flow from operations of $96.0 million in the quarter. Net debt at the end of the quarter was $1.5 billion, and the consolidated total leverage ratio was 3.8x.
As of the end of the quarter, the Company had total liquidity of approximately $559 million, including $311.9 million in cash plus short-term investments and the remainder available under its revolving credit facility.
Debt Refinancing and Enhanced Financial Flexibility
On October 19, 2026, the Company completed a $2.1 billion debt refinancing consisting of a $1.65 billion senior secured credit facility and $450 million aggregate principal amount of 9.5% senior secured notes due 2033. The new credit facility consists of a $600 million Term Loan A, a $600 million revolving credit facility, and a $450 million Term Loan B.
The Company used the proceeds from the refinancing to repay its existing credit facilities and pay related fees and expenses. The transaction extended the Company’s debt maturity profile, enhanced financial flexibility, and supports the Company's continued focus on cash generation and deleveraging. Additional information regarding the refinancing is available in the Company’s filings with the Securities and Exchange Commission.
Related to the refinancing, the amended debt covenants provide additional near-term covenant capacity by temporarily increasing the Company’s maximum allowable net leverage ratio from its current level followed by scheduled step-downs to 4.25x during 2027. Under the previous covenants the step down for 2027 was to 4.0x.
The Company expects the increase in its effective interest rate to be near the high end of the previously communicated 100- to 200-basis-point range.
2026 Revenue and Adjusted Earnings Per Share Guidance
For the fourth quarter of 2026, the Company expects reported revenues in the range of $413 million to $433 million, representing a reported decline of -5.2% to -0.5% and an organic decline of -5.1% to -0.4%. The Company expects adjusted earnings per diluted share in the range of $0.61 to $0.71.
For the full year 2026, the Company expects revenues in the range of $1.634 billion to $1.654 billion representing reported growth of -0.1% to 1.2% and organic growth of -0.3% to 0.9%. The Company expects adjusted earnings per diluted share in the range of $2.30 to $2.40. The Company continues to expect operating cash flow of approximately $190 million to $200 million for the full year. These expectations are consistent with the preliminary results and updated guidance provided on October 2, 2026.
The updated fourth quarter and full-year outlook reflects the expected revenue impact of the Cincinnati disruption, an updated outlook for Tissue Reconstruction performance, and a consistent outlook for Specialty Surgery. The adjusted earnings per diluted share outlook also reflects business interruption insurance recoveries for lost revenue related to the Cincinnati disruption and incremental interest expense associated with the refinancing.
Conference Call and Presentation Available Online
Integra has scheduled a conference call for 8:30 a.m. ET on Wednesday, October 21, 2026, to discuss third quarter 2026 financial results and forward looking financial guidance. The conference call will be hosted by Integra's senior management team and will be open to all listeners. Additional forward looking information may be discussed in a question and answer session following the call. Integra's management team will reference a presentation during the conference call, which can be found in the Investor Relations section of the Company's website at investor.integralife.com. A live webcast will also be available in the Investor Relations section of the Company's website at investor.integralife.com.
A live webcast will be available on the Investors section of the Company’s website at investor.integralife.com. For those planning to participate on the call, register here to receive dial-in details and an individual pin. While not required, it is recommended to join 10 minutes prior to the event’s start. A webcast replay of the conference call will be available on the Investors section of the company's website following the call.
About Integra
Integra LifeSciences (Nasdaq: IART) is a global medical technology leader dedicated to restoring lives. We are advancing transformational care through impactful innovation in neurosurgery and tissue reconstruction, specialized fields that demand exceptional expertise and precision. Our portfolio of highly differentiated, gold-standard technologies are trusted by healthcare professionals to deliver life-saving care. For our latest news and information, visit www.integralife.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties and reflect the Company's judgment as of the date of this release. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements. Some of these forward-looking statements may contain words like “will,” “believe,” “may,” “could,” “would,” “might,” “possible,” “should,” “expect,” “intend,” "forecast," "guidance," “plan,” “anticipate,” "target," or “continue,” the negative of these words, other terms of similar meaning or they may use future dates. Forward-looking statements contained in this news release include, but are not limited to, statements concerning: future business, operational and financial performance and the Company’s expectations and plans with respect to market opportunity, business and operational performance, strategic initiatives, capabilities, resources, manufacturing capabilities, product development, product availability and regulatory approvals, including expectations regarding
the Company's Braintree facility and the relaunch of SurgiMend in the fourth quarter of 2026, and the estimated impact of the flooding event at our Cincinnati, Ohio manufacturing facility (the “Cincinnati facility”), including on our financial condition and results of operations, and our expectations and progress in our recovery efforts, including timing, costs and expected insurance coverage and reimbursements. It is important to note that the Company’s goals and expectations are not predictions of actual performance. Such forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from predicted or expected results. Such risks and uncertainties include, but are not limited, to the following: increased geopolitical instability and other macroeconomic factors, including trade barriers and related restrictions (including tariffs and related countermeasures), armed conflict and acts of terrorism, geopolitical tension and instability, supply chain disruptions, and interest rate and foreign currency rate fluctuations, on the Company’s suppliers, vendors and customers and on the Company’s business and financial condition, results of operations and cash flows; the Company's ability to execute its financial, strategic and operating plans effectively; the Company's ability to remediate quality systems violations; difficulties in implementing the Company’s compliance master plan; difficulties or delays in obtaining and maintaining required regulatory approvals, including the costs thereof; potential difficulties, delays and disruptions in manufacturing, distribution or sale of products; difficulties or delays, including unexpected costs and the availability of insurance coverage and reimbursements, related to the Company's Cincinnati facility recovery efforts; the failure of the company’s suppliers, vendors, and other third parties to meet contractual, regulatory and other obligations; the anticipated development of markets the Company sells its products into and the success of the Company’s products in these markets; the Company’s ability to predict accurately the demand for its products and products under development; increasing industry competition; the coverage and reimbursement decisions of third-party payors; trends toward health care cost containment; difficulties in controlling expenses, including costs to procure and manufacture the Company’s products; the ability of the Company to successfully manage leadership and organizational changes and the impact of changes in management or staff levels; the impact of goodwill and intangible asset impairment charges if future operating results of acquired businesses are significantly less than the results anticipated at the time of the acquisitions, the geographic distribution of where the Company generates its taxable income; changes to applicable laws, regulations and enforcement guidance, including tax laws and global health care reforms; fluctuations in foreign currency exchange rates; the amount of our bank borrowings outstanding and other factors influencing liquidity; breaches, failures or other disruptions of our or our vendors’ or customers’ information technology systems or products; and the economic, competitive, governmental, technological, and other risk factors and uncertainties identified under the heading “Risk Factors” included in Item 1A of Integra's Annual Report on Form 10-K for the year ended December 31, 2025 and information contained in subsequent filings with the Securities and Exchange Commission.
These forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events, or otherwise, except as otherwise required by law.
Discussion of Adjusted Financial Measures
In addition to our GAAP results, we provide certain non-GAAP measures, including organic revenues, adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted net income, adjusted gross margin, adjusted earnings per diluted share, and net debt. Organic revenues consist of total revenues excluding the effects of currency exchange rates, revenues from current-period acquisitions and product divestitures. Adjusted EBITDA consists of GAAP net income excluding: (i) depreciation and amortization; (ii) other income (expense); (iii) interest income and expense; (iv) income tax expense (benefit); (v) impairment charges; and (vi) those operating expenses also excluded from adjusted net income. The measure of adjusted net income consists of GAAP net income, excluding: (i) structural optimization charges; (ii) divestiture, acquisition and integration-related charges; (iii) EU Medical Device Regulation-related charges; (iv) charges related to the transition of Boston-related manufacturing operations to the Company’s Braintree, Massachusetts facility (the "Braintree transition"); (v) charges related to the flooding of the Company’s Cincinnati, Ohio manufacturing facility, including inventory losses, asset write-offs, remediation costs, plant restart costs and other directly related costs, net of associated insurance reimbursements, as applicable (the “Cincinnati flood and recovery”); (vi) intangible asset amortization expense; (vii) income tax impact from adjustments; and (vii) impairment charges. The measure of adjusted gross margin is calculated by dividing adjusted gross profit by total revenues. Adjusted gross profit consists of GAAP gross profit adjusted for: (i) structural optimization charges; (ii) divestiture, acquisition and integration-related charges; (iii) charges related to Braintree transition; (iv) EU Medical Device Regulation-related charges; (v) charges related to the Cincinnati flood and recovery; and (vi) intangible asset amortization expense. The adjusted earnings
per diluted share measure is calculated by dividing adjusted net income attributable to diluted shares by diluted weighted average shares outstanding. The measure of net debt consists of GAAP total debt (excluding deferred financing costs) less short-term investments, cash and cash equivalents.
The Company has included reconciliations of GAAP revenues to organic revenues, GAAP net income to adjusted EBITDA, and adjusted net income, GAAP gross margin to adjusted gross margin, and GAAP earnings per diluted share to adjusted earnings per diluted share all for the quarters ended June 30, 2026 and 2025. The Company has included a reconciliation of GAAP total debt to net debt for the quarters ended June 30, 2026 and December 31, 2025.
The Company is providing forward-looking guidance regarding organic revenue and adjusted earnings per diluted share but is not providing reconciliations to the most directly comparable forward-looking GAAP financial measures because certain GAAP expense items and the impact of changes in foreign exchange rates are highly variable and management is unable to predict them with reasonable certainty and without unreasonable effort. Specifically, the actual impact of changes in foreign exchange rates and the financial impact and timing of divestitures, acquisitions, integrations, structural optimization, efforts to comply with the EU Medical Device Regulation, and income tax impact from adjustments are uncertain, depend on various dynamic factors and are not reasonably ascertainable at this time. The unavailable information could have a material impact on GAAP results.
The Company believes that the presentation of organic revenues and the other non-GAAP measures provide important supplemental information to management and investors regarding financial and business trends relating to the Company's financial condition and results of operations. For further information regarding why Integra believes that these non-GAAP financial measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to the Company's Current Report on Form 8-K regarding this earnings press release filed today with the Securities and Exchange Commission. This Current Report on Form 8-K is available on the SEC's website at www.sec.gov or on our website at www.integralife.com.
Investor Relations Contact:
Chris Ward
(609) 772-7736
chris.ward@integralife.com
Media Contact:
Laurene Isip
(609) 208-8121
laurene.isip@integralife.com
INTEGRA LIFESCIENCES HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Total revenue, net | $ | 411,182 | $ | 402,062 | |||||||
| Costs and expenses: | |||||||||||
| Cost of goods sold | 201,316 | 195,071 | |||||||||
| Research and development | 21,897 | 22,456 | |||||||||
| Selling, general and administrative | 165,311 | 169,046 | |||||||||
| Intangible asset amortization | 3,758 | 3,728 | |||||||||
| Goodwill impairment charge | — | — | |||||||||
| Total costs and expenses | 392,282 | 390,301 | |||||||||
| Operating income (loss) | 18,900 | 11,761 | |||||||||
| Interest income | 5,002 | 4,982 | |||||||||
| Interest expense | (22,961) | (22,725) | |||||||||
| Other income (expense), net | 14,723 | (842) | |||||||||
| Income (loss) before income taxes | 15,664 | (6,824) | |||||||||
| Provision (benefit) for income taxes | 812 | (1,420) | |||||||||
| Net income (loss) | $ | 14,852 | $ | (5,404) | |||||||
| Net income (loss) per share | |||||||||||
| Diluted | $0.19 | $(0.07) | |||||||||
| Weighted average common shares outstanding | 78,577 | 76,753 | |||||||||
The following table presents revenues disaggregated by the major sources for the three months ended September 30, 2026 and 2025 (amounts in thousands):
| Three Months Ended September 30, | |||||||||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||||||||
| Neurosurgery | $ | 214,097 | $ | 201,563 | 6.2% | ||||||||||||||||||
| Instruments | 49,662 | 50,151 | (1.0)% | ||||||||||||||||||||
| ENT | 40,361 | 40,869 | (1.2)% | ||||||||||||||||||||
| Total Specialty Surgical | 304,120 | 292,583 | 3.9% | ||||||||||||||||||||
| Wound Reconstruction Solutions | 81,529 | 83,988 | (2.9)% | ||||||||||||||||||||
| Corporate Partnerships | 25,533 | 25,491 | 0.2% | ||||||||||||||||||||
| Total Tissue Reconstruction | 107,062 | 109,479 | (2.2)% | ||||||||||||||||||||
| Total Reported Revenues | $ | 411,182 | $ | 402,062 | 2.3% | ||||||||||||||||||
| Impact of changes in currency exchange rates | 810 | — | |||||||||||||||||||||
Total organic revenues(1) | $ | 411,992 | $ | 402,062 | 2.5% | ||||||||||||||||||
(1) Organic revenues have been adjusted to exclude foreign currency (current period), acquisitions and to account for divested and discontinued products.
Items included in GAAP net income and location where each item is recorded are as follows:
(In thousands)
Three Months Ended September 30, 2026
| Item | Total Amount | COGS(a) | SG&A(b) | R&D(c) | Amort (d) | OI&E(e) | Tax(f) | ||||||||||||||||
| Acquisition, divestiture and integration-related charges | (3,026) | 82 | 2,211 | (1,322) | — | (3,997) | — | ||||||||||||||||
| Structural Optimization charges | 5,742 | 3,486 | 1,322 | 935 | — | — | — | ||||||||||||||||
| EU Medical Device Regulation charges | 2,556 | 297 | 760 | 1,499 | — | — | — | ||||||||||||||||
| Braintree Transition | 8,772 | 8,770 | 1 | — | — | — | — | ||||||||||||||||
| Cincinnati Flood | 782 | 5,709 | — | — | — | (4,927) | — | ||||||||||||||||
| Intangible asset amortization expense | 26,850 | 23,091 | — | — | 3,758 | — | — | ||||||||||||||||
| Estimated income tax impact from above adjustments and other items | (10,083) | — | — | — | — | — | (10,083) | ||||||||||||||||
| Depreciation expense | 10,287 | — | — | — | — | — | — | ||||||||||||||||
a)COGS - Cost of goods sold
b)SG&A - Selling, general and administrative
c)R&D - Research & development
d)Amort. - Intangible asset amortization
e)OI&E - Other income & expense
f)Tax - Income tax expense (benefit)
Items included in GAAP net income and location where each item is recorded are as follows:
(In thousands)
Three Months Ended September 30, 2025
| Item | Total Amount | COGS(a) | SG&A(b) | R&D(c) | Amort (d) | OI&E(e) | Tax(f) | ||||||||||||||||
| Acquisition, divestiture and integration-related charges | (6,588) | 177 | (6,182) | (1,029) | — | 445 | — | ||||||||||||||||
| Structural Optimization charges | 11,052 | 8,413 | 2,786 | (146) | — | — | — | ||||||||||||||||
| EU Medical Device Regulation charges | 10,554 | 808 | 5,396 | 4,350 | — | — | — | ||||||||||||||||
| Braintree Transition | 13,957 | 13,447 | 510 | — | — | — | — | ||||||||||||||||
| Intangible asset amortization expense | 26,873 | 23,145 | — | — | 3,728 | — | |||||||||||||||||
| Estimated income tax impact from above adjustments and other items | (8,823) | — | — | — | — | — | (8,823) | ||||||||||||||||
| Depreciation expense | 11,289 | — | — | — | — | — | — | ||||||||||||||||
a)COGS - Cost of goods sold
b)SG&A - Selling, general and administrative
c)R&D - Research & development
d)Amort. - Intangible asset amortization
e)OI&E - Other income & expense
f)Tax - Income tax expense (benefit)
RECONCILIATION OF NON-GAAP ADJUSTMENTS - GAAP NET INCOME TO ADJUSTED EBITDA
(UNAUDITED)
(In thousands)
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| GAAP net income (loss) | $ | 14,852 | $ | (5,404) | |||||||
| Non-GAAP adjustments: | |||||||||||
| Depreciation and intangible asset amortization expense | 37,137 | 38,162 | |||||||||
| Other (income) expense, net | (5,545) | 842 | |||||||||
| Interest expense, net | 17,706 | 17,298 | |||||||||
| Income tax expense | 812 | (1,420) | |||||||||
| Structural optimization charges | 5,742 | 11,052 | |||||||||
| EU Medical Device Regulation charges | 2,556 | 10,554 | |||||||||
| Braintree Transition | 8,772 | 13,957 | |||||||||
Cincinnati Flood | 782 | — | |||||||||
| Acquisition, divestiture and integration-related charges | (3,026) | (6,588) | |||||||||
| Total of non-GAAP adjustments | 64,936 | 83,857 | |||||||||
| Adjusted EBITDA | $ | 79,787 | $ | 78,453 | |||||||
RECONCILIATION OF NON-GAAP ADJUSTMENTS - GAAP NET INCOME TO MEASURES OF ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE
(UNAUDITED)
(In thousands, except per share amounts)
Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| GAAP net income (loss) | $ | 14,852 | $ | (5,404) | |||||||
| Non-GAAP adjustments: | |||||||||||
| Structural optimization charges | 5,742 | 11,052 | |||||||||
| Acquisition, divestiture and integration-related charges | (3,026) | (6,588) | |||||||||
| EU Medical Device Regulation charges | 2,556 | 10,554 | |||||||||
| Braintree Transition | 8,772 | 13,957 | |||||||||
| Cincinnati Flood | 782 | — | |||||||||
| Intangible asset amortization expense | 26,850 | 26,873 | |||||||||
| Estimated income tax impact from adjustments and other items | (10,083) | (8,823) | |||||||||
| Total of non-GAAP adjustments | 31,592 | 47,025 | |||||||||
| Adjusted net income | $ | 46,444 | $ | 41,621 | |||||||
| Adjusted diluted net income per share | $ | 0.59 | 0.54 | ||||||||
| Weighted average common shares outstanding for diluted net income per share | 78,577 | 76,850 | |||||||||
CONDENSED BALANCE SHEET DATA
(UNAUDITED)
(In thousands)
| September 30, 2026 | December 31, 2025 | ||||||||||
| Short term investments | $ | 59,669 | $ | 28,693 | |||||||
| Cash and cash equivalents | 252,261 | 235,048 | |||||||||
| Trade accounts receivable, net | 248,994 | 278,849 | |||||||||
| Inventories, net | 464,454 | 492,735 | |||||||||
| Current and long-term borrowing under senior credit facility | 1,745,388 | 1,768,306 | |||||||||
| Borrowings under securitization facility | 81,200 | 87,800 | |||||||||
| Convertible securities | — | — | |||||||||
| Stockholders' equity | $ | 1,066,617 | $ | 1,043,463 | |||||||
CONDENSED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net cash provided by operating activities | $ | 128,582 | $ | 38,568 | |||||||
| Net cash (used in) investing activities | (68,377) | (73,156) | |||||||||
| Net cash (used in) provided by financing activities | (38,809) | 3,993 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (4,183) | 16,406 | |||||||||
| Net increase (decrease) in cash and cash equivalents | $ | 17,213 | $ | (14,189) | |||||||
RECONCILIATION OF NON-GAAP ADJUSTMENTS - GAAP OPERATING CASH FLOW TO
MEASURES OF FREE CASH FLOW AND ADJUSTED FREE CASH FLOW CONVERSION
(UNAUDITED)
(In thousands)
| Three Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 95,977 | $ | 40,907 | ||||
| Purchases of property and equipment | (10,246) | (15,156) | ||||||
| Free cash flow | $ | 85,731 | $ | 25,751 | ||||
Adjusted net income(1) | $ | 46,444 | $ | 41,621 | ||||
| Adjusted free cash flow conversion | 184.6 | % | 61.9 | % | ||||
Twelve Months Ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash provided by operating activities | $ | 140,397 | $ | 89,315 | ||||
| Purchases of property and equipment | (54,615) | (93,821) | ||||||
| Free cash flow | $ | 85,782 | $ | (4,506) | ||||
Adjusted net income(1) | $ | 195,456 | $ | 180,896 | ||||
| Adjusted free cash flow conversion | 43.9 | % | (2.5) | % | ||||
(1) Adjusted net income for quarters ended September 30, 2026 and 2025 are reconciled above. Adjusted net income for remaining quarters in the trailing twelve months calculation have been previously reconciled and are publicly available in the Quarterly Earnings Call Presentations on our website at investor.integralife.com under Events & Presentations.
The Company calculates adjusted free cash flow conversion by dividing its free cash flow by adjusted net income. The Company believes this measure is useful in evaluating the significance of the cash special charges in its adjusted earnings measures.
RECONCILIATION OF NON-GAAP ADJUSTMENTS - NET DEBT CALCULATION
(UNAUDITED)
| (In thousands) | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Short-term borrowings under senior credit facility | $ | 48,438 | $ | 38,750 | ||||
| Long-term borrowings under senior credit facility | 1,696,950 | 1,729,556 | ||||||
| Borrowings under securitization facility | 81,200 | 87,800 | ||||||
| Convertible securities | — | — | ||||||
| Deferred financing costs netted in the above | 2,112 | 3,257 | ||||||
| Short term investments | (59,669) | (28,693) | ||||||
| Cash & Cash Equivalents | (252,261) | (235,048) | ||||||
| Net Debt | $ | 1,516,770 | $ | 1,595,622 | ||||
RECONCILIATION OF NON-GAAP ADJUSTMENTS - GAAP GROSS PROFIT TO MEASURES OF ADJUSTED GROSS PROFIT AND ADJUSTED GROSS MARGIN
(UNAUDITED)
(In thousands, except percentages)
| Three Months Ended September 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Total revenues, net | $ | 411,182 | $ | 402,062 | |||||||
| Cost of goods sold | 201,316 | 195,071 | |||||||||
| Reported Gross Profit | 209,866 | 206,991 | |||||||||
| Cincinnati Flood | 5,709 | — | |||||||||
| Structural optimization charges | 3,486 | 8,413 | |||||||||
| Acquisition, divestiture and integration-related charges | 82 | 177 | |||||||||
| Braintree Transition | 8,770 | 13,447 | |||||||||
| EU Medical Device Regulation | 297 | 808 | |||||||||
| Intangible asset amortization expense | 23,091 | 23,145 | |||||||||
| Adjusted Gross Profit | $ | 251,302 | $ | 252,981 | |||||||
| Total Revenues | $ | 411,182 | $ | 402,062 | |||||||
| Adjusted Gross Margin | 61.1 | % | 62.9 | % | |||||||