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Integer Holdings Corporation Reports Third Quarter 2021 Results

October 28 2021

~ Strong sales and profit growth vs. last year ~
~ Increased 2021 outlook ~
~ Integer to acquire Oscor, Inc. ~

PLANO, Texas, Oct. 28, 2021 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR), a leading medical device outsource manufacturer, today announced results for the three months ended October 1, 2021.

Third Quarter 2021 Highlights (compared to Third Quarter 2020, except as noted)

  • Sales increased 30% to $306 million.
  • GAAP net income decreased(1) $8 million to $22 million, a decrease of 27%. Non-GAAP adjusted net income increased $18 million to $35 million, an increase of 109%.
  • GAAP operating income decreased(1) $7 million to $33 million, a decrease of 17%. Non-GAAP adjusted operating income increased $22 million to $47 million, an increase of 86%.
  • GAAP diluted EPS decreased(1) $0.26 per share to $0.66 per share. Non-GAAP adjusted EPS increased $0.55 per share to $1.05 per share, an increase of 110%.
  • Adjusted EBITDA increased $23 million to $60 million, an increase of 63%.
  • From the end of the fourth quarter 2020, total debt decreased $101 million to $631 million and net total debt decreased $77 million to $612 million, achieving a leverage ratio of 2.6 times adjusted EBITDA.
  • To support long-term growth, Integer announced construction of a new innovation and manufacturing facility in Ireland, an important med-tech hub. Integer expects to spend approximately $30 million over five years on the facility.
  • Completed debt refinancing which is expected to generate approximately $0.15 annualized EPS improvement.

(1) The third quarter 2020 GAAP results include a pre-tax gain of $28 million, resulting in an after-tax impact of $0.67 per diluted share from an AVX patent litigation judgment which is excluded from non-GAAP adjusted results.

Integer to acquire Oscor, Inc.

  • Signed agreement to acquire Oscor, a private medical device company headquartered in Florida. Targeted to close in December 2021, subject to customary closing conditions.
  • $220 million purchase price financed with debt. The acquisition structure includes a tax election that is expected to offset cash taxes by approximately $43 million over the next 15 years.
  • Serving Integer’s current markets, Oscor broadens Integer’s product portfolio, expands its R&D capabilities, and adds low-cost manufacturing capacity.
  • Oscor recognized $57 million sales in 2020 and historically has achieved high-single digit sales growth.
  • Expect accretive EPS in 2022, increasing Integer’s EPS growth rate by low-single digit.

“Integer delivered strong year over year financial results in the third quarter and continued to aggressively execute our growth strategy,” said Joseph Dziedzic, Integer’s president and CEO. “We announced an agreement to acquire Oscor, Inc., which adds proprietary products and technologies, complementary capabilities and low-cost manufacturing capacity to serve customers in our current markets. We also announced the construction of a new innovation and manufacturing facility in Ireland to support our customer’s growth in the fast-growing structural heart and neurovascular markets. We’re excited to welcome Oscor’s approximately 900 associates to Integer, who will bring a trusted brand with 40 years of medical device development and manufacturing combined with a complementary product offering and extensive intellectual property portfolio. We expect the acquisition to be accretive to EPS in 2022. We also completed our debt refinancing during the third quarter, which is expected to generate an increase of $0.15 to EPS on an annualized basis.“

“The execution of our operational strategic imperatives is generating strong earnings and cash flow, which should allow us to annually deploy $200 to $250 million of capital to systematically execute strategic acquisitions,” Mr. Dziedzic continued. “We expect these acquisitions to be incremental to our organic sales growth objective of 200 basis points above the markets we serve.”

Discussion of Product Line Third Quarter 2021 Sales (compared to Third Quarter 2020)

  • Cardio & Vascular sales increased 29% with strong double-digit year-over-year sales increase across all C&V markets driven by market demand, particularly in the peripheral vascular and electrophysiology markets.
  • Cardiac & Neuromodulation sales increased 46% with very strong year-over-year sales increase across all markets driven by customer demand. Sales in both the cardiac rhythm management and neuromodulation markets increased high double-digits.
  • Advanced Surgical, Orthopedics & Portable Medical includes sales under supply agreement to the acquirer of our divested AS&O product line. Sales declined 5% as Portable Medical ventilator and patient monitoring components sales declined.
  • Electrochem sales increased 14%, as the energy market continues to recover.

2021 Outlook (a) (excluding the impact of the Oscor acquisition)

  • Increased the low-end of our 2021 sales outlook and expect year-over-year sales growth to be 12% to 14%. Expect strong year-over-year sales growth in the fourth quarter of 2021.
  • Increased net income outlook by $8 million on the low-end and $4 million on the high-end of the range, and now expect growth between 16% and 26%. Increased adjusted net income outlook by $8 million on the low-end and $4 million on the high-end of the range, and now expect growth between 41% and 50%.
  • Expect to generate $95 million to $115 million of free cash flow for the year.
(dollars in millions, except per share amounts)   GAAP   Non-GAAP (b)
    As Reported   Change from
Prior Year
  Adjusted   Change from
Prior Year
Sales   $1,205 to $1,220   12% to 14%   $1,205 to $1,220   12% to 14%
Operating income   $136 to $146   13% to 21%   $185 to $195   29% to 36%
EBITDA   N/A   N/A   $245 to $255   29% to 34%
Net income   $89 to $98   16% to 26%   $130 to $138   41% to 50%
Diluted earnings per share   $2.69 to $2.94   15% to 26%   $3.90 to $4.15   41% to 50%

(a)   Except as described below, further reconciliations by line item to the closest corresponding GAAP financial measure for Adjusted operating income, Adjusted EBITDA, Adjusted net income, and Adjusted earnings per share (“EPS”), included in our “2021 Outlook” above, and Adjusted interest expense and Adjusted effective tax rate below, are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and visibility of the charges excluded from these non-GAAP financial measures.

(b)   Adjusted operating income for 2021 is expected to consist of GAAP operating income, excluding items such as intangible amortization, certain legal expenses, reorganization and realignment costs, asset dispositions and severance, totaling approximately $49 million, pre-tax. Adjusted net income and Adjusted EPS for 2021 are expected to consist of GAAP net income and diluted EPS, excluding items such as intangible amortization, certain legal expenses, reorganization and realignment costs, asset dispositions, severance, gains and losses on equity investments and loss on extinguishment of debt totaling approximately $55 million, pre-tax. The after-tax impact of these items is estimated to be approximately $40 million or approximately $1.21 per diluted share.

Adjusted EBITDA is expected to consist of Adjusted net income, excluding items such as depreciation, interest, stock-based compensation and taxes totaling approximately $115 million to $117 million.

Supplemental Financial Information

(dollars in millions) 2021
Outlook
  2020
Actual
 
Capital expenditures, net $50 - $55   $ 47    
Depreciation and amortization $80 - $85   $ 79    
Stock-based compensation $16 - $17   $ 9    
Other operating expense $5 - $6   $ 8    
Adjusted interest expense(a) $27 - $28   $ 38    
Adjusted effective tax rate(b) 14.5% - 15.5%     12.2 %  
Cash tax payments $18 - $22   $ 18    

(a)   Adjusted interest expense refers to our expected full-year GAAP interest expense, expected to range from $31 million to $32 million for 2021, adjusted to remove the full-year impact of charges associated with the accelerated write-off of deferred issuance costs and unamortized discounts (loss on extinguishment of debt) included in GAAP interest expense.

(b)   Adjusted effective tax rate refers to our full-year GAAP effective tax rate, expected to range from 9% to 10% for 2021, adjusted to reflect the full-year impact of the items that are excluded in providing adjusted net income and certain other identified items.


Summary Financial Results
(dollars in thousands, except per share data)

  Three Months Ended
  October 1,
2021
  October 2,
2020
  QTD
Change
EBITDA(a) $ 53,292     $ 60,699     (12.2 )%
Operating income $ 33,090     $ 39,758     (16.8 )%
Net income $ 22,066     $ 30,342     (27.3 )%
Diluted EPS $ 0.66     $ 0.92     (28.3 )%
           
Adjusted EBITDA(a) $ 59,659     $ 36,508     63.4 %
Adjusted operating income(a) $ 46,765     $ 25,113     86.2 %
Adjusted net income(a) $ 34,825     $ 16,656     109.1 %
Adjusted EPS(a) $ 1.05     $ 0.50     110.0 %
           
  Nine Months Ended
  October 1,
2021
  October 2,
2020
  YTD
Change
EBITDA(a) $ 165,531     $ 156,211     6.0 %
Operating income $ 107,048     $ 93,019     15.1 %
Net income $ 73,019     $ 61,831     18.1 %
Diluted EPS $ 2.20     $ 1.87     17.6 %
           
Adjusted EBITDA(a) $ 184,514     $ 140,380     31.4 %
Adjusted operating income(a) $ 143,156     $ 105,807     35.3 %
Adjusted net income(a) $ 102,493     $ 68,425     49.8 %
Adjusted EPS(a) $ 3.08     $ 2.07     48.8 %

(a)   EBITDA, Adjusted EBITDA, Adjusted operating income, Adjusted net income, and Adjusted EPS are Non-GAAP measures. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures. Refer to Tables A, B and C at the end of this release for reconciliations of adjusted amounts to the closest corresponding GAAP financial measures.


Summary Product Line Results
(dollars in thousands)

  Three Months Ended
GAAP October 1,
2021
  October 2,
2020
  QTD
Change
  Organic
Change
(a)
Medical Sales              
Cardio & Vascular $ 160,858     $ 124,596     29.1 %   29.0 %
Cardiac & Neuromodulation 106,543     72,909     46.1 %   46.1 %
Advanced Surgical, Orthopedics & Portable Medical 28,720     30,179     (4.8 )%   (4.8 )%
Total Medical Sales 296,121     227,684     30.1 %   30.1 %
Non-Medical Sales 9,453     8,258     14.5 %   14.5 %
Total Sales $ 305,574     $ 235,942     29.5 %   29.5 %
               
  Nine Months Ended
GAAP October 1,
2021
  October 2,
2020
  YTD
Change
  Organic
Change
(a)
Medical Sales              
Cardio & Vascular $ 462,632     $ 432,885     6.9 %   6.4 %
Cardiac & Neuromodulation 334,700     252,404     32.6 %   32.6 %
Advanced Surgical, Orthopedics & Portable Medical 83,380     92,041     (9.4 )%   (9.4 )%
Total Medical Sales 880,712     777,330     13.3 %   13.0 %
Non-Medical Sales 27,352     27,153     0.7 %   0.7 %
Total Sales $ 908,064     $ 804,483     12.9 %   12.6 %

(a)   Organic Change is a Non-GAAP measure. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures and refer to Table D at the end of this release for a reconciliation of these amounts.

Conference Call Information
The Company will host a conference call on Thursday, October 28, 2021, at 8 a.m. CT / 9 a.m. ET to discuss these results. The scheduled conference call will be webcast live and is accessible through our website at investor.integer.net or by dialing (833) 236-5762 (U.S.) or (647) 689-4190 (outside U.S.) and the conference ID is 7357789. The call will be archived on the Company’s website. An earnings call slide presentation containing supplemental information about the Company’s results will be posted to our website at investor.integer.net prior to the conference call and will be referenced during the conference call.

From time to time, the Company posts information that may be of interest to investors on its website at investor.integer.net. To automatically receive Integer financial news by email, please visit investor.integer.net and subscribe to email alerts.

About Integer ®
Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device outsource (MDO) manufacturers in the world serving the cardiac, neuromodulation, vascular, portable medical and orthopedics markets. The Company provides innovative, high-quality medical technologies that enhance the lives of patients worldwide. In addition, the Company develops batteries for high-end niche applications in energy, military, and environmental markets. The Company’s brands include Greatbatch Medical®, Lake Region Medical® and Electrochem®. Additional information is available at www.integer.net.

Contact Information
Tony Borowicz
SVP, Strategy, Business Development & Investor Relations
716.759.5809
tony.borowicz@integer.net

Notes Regarding Non-GAAP Financial Information
In addition to our results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we provide adjusted net income, adjusted EPS, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted EBITDA margin, adjusted operating income, and organic change rates. Adjusted net income and adjusted EPS consist of GAAP amounts adjusted for the following to the extent occurring during the period: (i) acquisition and integration related expenses, including fair value adjustments to contingent consideration resulting from acquisitions, (ii) amortization of intangible assets, (iii) facility consolidation, optimization, manufacturing transfer and system integration charges, (iv) asset write-down and disposition charges, (v) charges in connection with corporate realignments or a reduction in force, (vi) certain legal expenses, charges and gains, (vii) unusual or infrequently occurring items, (viii) (gain) loss on equity investments, (ix) extinguishment of debt charges, (x) the income tax provision (benefit) related to these adjustments and (xi) certain tax items that are outside the normal tax provision for the period. Adjusted EPS is calculated by dividing adjusted net income by diluted weighted average shares outstanding. EBITDA is calculated by adding back interest expense, provision (benefit) for income taxes, depreciation and amortization expense, to net income, which is the most directly comparable GAAP measure. Adjusted EBITDA consists of EBITDA plus stock-based compensation and the same adjustments as listed above except for items (ii), (ix), (x) and (xi). Adjusted operating income consists of operating income adjusted for the same items listed above except for items (viii), (ix), (x) and (xi).

Organic sales change is reported sales growth adjusted for the impact of foreign currency and the contribution of acquisitions. To calculate the impact of foreign currency on sales growth rates, we convert any sale made in a foreign currency by converting current period sales into prior period sales using the exchange rate in effect at that time and then compare the two, negating any effect foreign currency had on our transactional revenue, and exclude the amount of sales acquired or divested during the period from the current/previous period amounts, respectively.

We believe that the presentation of adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, adjusted operating income, and organic change rates, provides important supplemental information to management and investors seeking to understand the financial and business trends relating to our financial condition and results of operations. In addition to the performance measures identified above, we believe that net total debt and leverage ratio provide meaningful measures of liquidity and a useful basis for assessing our ability to fund our activities, including the financing of acquisitions and debt repayments. Net total debt is calculated as total principal amount of debt outstanding less cash and cash equivalents. We calculate leverage ratio as net total debt divided by adjusted EBITDA for the trailing 4 quarters. Free cash flow is defined as Net cash provided by operating activities (as stated in our Condensed Consolidated Statements of Cash Flows) reduced by capital expenditures (acquisition of property, plant, and equipment (PP&E), net of proceeds from the sale of PP&E).

Forward-Looking Statements
Some of the statements contained in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to recovery from the COVID-19 global pandemic; future sales, expenses, and profitability; future development and expected growth of our business and industry, including expansion of our manufacturing capacity; our ability to execute our business model and our business strategy, including completion and integration of current or future acquisition targets; having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; projected capital spending; and other events, conditions or developments that will or may occur in the future. You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “projects,” or “continue” or variations or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below.

Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties that arise from time to time are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the SEC and include the following:

  • operational risks, such as the duration, scope and impact of the COVID-19 pandemic, including the evolving health, economic, social and governmental environments and the effect of the pandemic on our associates, suppliers and customers as well as the global economy; our dependence upon a limited number of customers; pricing pressures that we face from customers; our reliance on third party suppliers for raw materials, key products and subcomponents; the potential for harm to our reputation caused by quality problems related to our products; the dependence of our energy market-related revenues on the conditions in the oil and natural gas industry; interruptions in our manufacturing operations; our dependence upon our information technology systems and our ability to prevent cyber-attacks and other failures; and our dependence upon our senior management team and technical personnel;
  • strategic risks, such as the intense competition we face and our ability to successfully market our products; our ability to respond to changes in technology; our ability to develop new products and expand into new geographic and product markets; and our ability to successfully identify, make and integrate acquisitions to expand and develop our business in accordance with expectations;
  • financial risks, such as our significant amount of outstanding indebtedness and our ability to remain in compliance with financial and other covenants under our senior secured credit facilities; economic and credit market uncertainties that could interrupt our access to capital markets, borrowings or financial transactions; financial and market risks related to our international operations and sales; our complex international tax profile; and our ability to realize the full value of our intangible assets; and
  • legal and compliance risks, such as regulatory issues resulting from product complaints, recalls or regulatory audits; the potential of becoming subject to product liability or intellectual property claims; our ability to protect our intellectual property and proprietary rights; our ability and the cost to comply with environmental regulations; our ability to comply with customer-driven policies and third party standards or certification requirements; our ability to obtain necessary licenses for new technologies; legal and regulatory risks from our international operations; and the fact that the healthcare industry is highly regulated and subject to various regulatory changes;

Except as may be required by law, we assume no obligation to update forward-looking statements in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.


Condensed Consolidated Balance Sheets - Unaudited
(in thousands)
   
  October 1,
2021
  December 31,
2020
ASSETS      
Current assets:      
Cash and cash equivalents $ 25,472     $ 49,206  
Accounts receivable, net 177,488     156,207  
Inventories 149,235     149,323  
Refundable income taxes 12,580     2,087  
Contract assets 59,440     40,218  
Prepaid expenses and other current assets 18,352     15,896  
Total current assets 442,567     412,937  
Property, plant and equipment, net 250,450     253,964  
Goodwill 849,686     859,442  
Other intangible assets, net 716,060     757,224  
Deferred income taxes 4,364     4,398  
Operating lease assets 46,871     45,153  
Other long-term assets 38,132     38,739  
Total assets $ 2,348,130     $ 2,371,857  
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities:      
Current portion of long-term debt $ 20,250     $ 37,500  
Accounts payable 68,418     51,570  
Income taxes payable 36     1,847  
Operating lease liabilities 7,926     8,431  
Accrued expenses and other current liabilities 59,780     56,843  
Total current liabilities 156,410     156,191  
Long-term debt 610,405     693,758  
Deferred income taxes 180,597     182,304  
Operating lease liabilities 41,382     37,861  
Other long-term liabilities 27,083     30,688  
Total liabilities 1,015,877     1,100,802  
Stockholders’ equity:      
Common stock 33     33  
Additional paid-in capital 710,513     700,814  
Retained earnings 590,535     517,516  
Accumulated other comprehensive income 31,172     52,692  
Total stockholders’ equity 1,332,253     1,271,055  
Total liabilities and stockholders’ equity $ 2,348,130     $ 2,371,857  


Condensed Consolidated Statements of Operations - Unaudited        
(in thousands, except per share data)              
               
  Three Months Ended   Nine Months Ended
  October 1,
2021
  October 2,
2020
  October 1,
2021
  October 2,
2020
Sales $ 305,574     $ 235,942     $ 908,064     $ 804,483  
Cost of sales (COS) 223,702     178,009     652,960     591,985  
Gross profit 81,872     57,933     255,104     212,498  
Operating expenses:              
Selling, general and administrative (SG&A)(a) 34,269     3,609     105,150     73,969  
Research, development and engineering (RD&E) 12,050     11,892     39,249     37,879  
Other operating expenses (OOE) 2,463     2,674     3,657     7,631  
Total operating expenses 48,782     18,175     148,056     119,479  
Operating income 33,090     39,758     107,048     93,019  
Interest expense, net 10,053     9,368     26,117     29,002  
(Gain) loss on equity investments (152 )   (2,234 )   1,867     (3,954 )
Other (income) loss, net 10     1,224     129     (233 )
Income before taxes 23,179     31,400     78,935     68,204  
Provision for income taxes 1,113     1,058     5,916     6,373  
Net income $ 22,066     $ 30,342     $ 73,019     $ 61,831  
               
Earnings per share:              
Basic $ 0.67     $ 0.92     $ 2.21     $ 1.88  
Diluted $ 0.66     $ 0.92     $ 2.20     $ 1.87  
               
Weighted average shares outstanding:              
Basic 33,008     32,859     32,982     32,833  
Diluted 33,309     33,076     33,250     33,107  

(a) Selling, general and administrative expenses for the three and nine months ended October 2, 2020 includes a net gain of $28.2 million recorded during the third quarter of 2020 in connection with the resolution of the AVX Corporation patent litigation matter.


Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
   
  Nine Months Ended
  October 1,
2021
  October 2,
2020
Cash flows from operating activities:      
Net income $ 73,019     $ 61,831  
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 60,479     59,005  
Debt related charges included in interest expense 6,526     3,145  
Stock-based compensation 12,235     6,229  
Non-cash (gains) charges related to customer bankruptcy (23 )   562  
Non-cash lease expense 5,918     5,824  
Non-cash (gain) loss on equity investments 1,867     (3,954 )
Contingent consideration fair value adjustment     (500 )
Other non-cash losses 893     316  
Deferred income taxes (242 )   42  
Changes in operating assets and liabilities, net of acquisition:      
Accounts receivable (21,638 )   42,096  
Inventories (838 )   10,272  
Prepaid expenses and other assets (599 )   (32,736 )
Contract assets (19,528 )   (14,614 )
Accounts payable 16,044     (5,152 )
Accrued expenses and other liabilities (4,292 )   (13,780 )
Income taxes payable (12,411 )   (8,347 )
Net cash provided by operating activities 117,410     110,239  
Cash flows from investing activities:      
Acquisition of property, plant and equipment (29,711 )   (35,182 )
Purchase of intangible asset     (4,607 )
Proceeds from sale of property, plant and equipment 81     76  
Acquisitions, net     (5,219 )
Net cash used in investing activities (29,630 )   (44,932 )
Cash flows from financing activities:      
Principal payments of term loans (737,973 )   (28,125 )
Proceeds from issuance of term loans 598,250      
Proceeds from revolving credit facility 82,300     185,000  
Payments of revolving credit facility (45,000 )   (135,000 )
Proceeds from the exercise of stock options 594     3,123  
Payment of debt issuance costs (5,436 )   (431 )
Tax withholdings related to net share settlements of restricted stock unit awards (3,130 )   (2,869 )
Contingent consideration payments (1,621 )    
Principal payments on finance leases (51 )    
Net cash (used in) provided by financing activities (112,067 )   21,698  
Effect of foreign currency exchange rates on cash and cash equivalents 553     (597 )
Net increase (decrease) in cash and cash equivalents (23,734 )   86,408  
Cash and cash equivalents, beginning of period 49,206     13,535  
Cash and cash equivalents, end of period $ 25,472     $ 99,943  


Reconciliations of Non-GAAP Measures

Table A: Net Income and Diluted EPS Reconciliations
(in thousands, except per share amounts)

  Three Months Ended
  October 1, 2021   October 2, 2020
  Pre-Tax   Net of Tax   Per
Diluted
Share
  Pre-Tax   Net of Tax   Per
Diluted
Share
Net income (GAAP) $ 23,179     $ 22,066     $ 0.66     $ 31,400     $ 30,342     $ 0.92  
Adjustments(a):                      
Amortization of intangibles 10,284     8,133     0.24     10,299     8,145     0.25  
Certain legal expenses (gains) (SG&A)(b) 734     579     0.02     (27,959 )   (22,089 )   (0.67 )
Other operating expenses (OOE)(c) 2,463     1,919     0.06     2,674     2,070     0.06  
Gain on equity investments (152 )   (120 )       (2,234 )   (1,764 )   (0.05 )
Loss on extinguishment of debt 3,346     2,643     0.08              
Medical device regulations (COS)(d) 184     145                  
Customer bankruptcy(e) 10     8         341     269     0.01  
Tax adjustments(f)     (548 )   (0.02 )       (317 )   (0.01 )
Adjusted net income (Non-GAAP) $ 40,048     $ 34,825     $ 1.05     $ 14,521     $ 16,656     $ 0.50  
                       
Diluted weighted average shares for adjusted EPS     33,309             33,076      
                       
  Nine Months Ended
  October 1, 2021   October 2, 2020
  Pre-Tax   Net of Tax   Per
Diluted
Share
  Pre-Tax   Net of Tax   Per
Diluted
Share
Net income (GAAP) $ 78,935     $ 73,019     $ 2.20     $ 68,204     $ 61,831     $ 1.87  
Adjustments(a):                      
Amortization of intangibles 31,073     24,575     0.74     30,894     24,425     0.74  
Certain legal expenses (gains) (SG&A)(b) 1,279     1,010     0.03     (26,950 )   (21,291 )   (0.64 )
Other operating expenses (OOE)(c) 3,657     2,846     0.09     7,631     5,942     0.18  
(Gain) loss on equity investments 1,867     1,475     0.04     (3,954 )   (3,123 )   (0.09 )
Loss on extinguishment of debt 3,774     2,981     0.09              
Medical device regulations (COS)(d) 474     374     0.01              
Customer bankruptcy(e) (375 )   (296 )   (0.01 )   1,213     958     0.03  
Tax adjustments(f)     (3,491 )   (0.10 )       (317 )   (0.01 )
Adjusted net income (Non-GAAP) $ 120,684     $ 102,493     $ 3.08     $ 77,038     $ 68,425     $ 2.07  
                       
Weighted average shares for adjusted diluted EPS     33,250             33,107      

(a)   The difference between pre-tax and net of tax amounts is the estimated tax impact related to the respective adjustment. Net of tax amounts are computed using a 21% U.S. tax rate, and the statutory tax rates applicable in foreign tax jurisdictions, as adjusted for the existence of net operating losses (“NOLs”). Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.

(b)   Expenses associated with non-ordinary course legal matters. The three and nine months ended October 2, 2020 also include a net gain of $28.2 million recorded during the third quarter of 2020 in connection with the resolution of the AVX Corporation patent litigation matter.

(c)   Other operating expenses includes acquisition and integration related expenses, facility consolidation, optimization, manufacturing transfer and system integration charges, asset write-down and disposition charges, charges in connection with corporate realignments or a reduction in force, unusual or infrequently occurring items.

(d)   The charges represent incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.

(e)   In November 2019, one of our customers, Nuvectra Corporation, filed a voluntary Chapter 11 bankruptcy petition (the “Customer Bankruptcy”). The 2021 amounts are predominantly due to favorable settlements on supplier purchase order termination clauses and the 2020 amounts primarily consist of charges related to inventory recorded in cost of sales in our condensed consolidated statements of operations.

(f)   Discrete tax benefits predominately related to the reversal of previously unrecognized tax benefits resulting from the effective settlement of tax audits and the utilization of acquired foreign tax credits during the periods presented.

Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures.


Table B: Adjusted Operating Income Reconciliations
(in thousands)

  Three Months Ended   Nine Months Ended
  October 1,
2021
  October 2,
2020
  October 1,
2021
  October 2,
2020
Operating income (GAAP) $ 33,090     $ 39,758     $ 107,048     $ 93,019  
Adjustments:              
Amortization of intangibles 10,284     10,299     31,073     30,894  
Certain legal expenses (gains) 734     (27,959 )   1,279     (26,950 )
Other operating expenses 2,463     2,674     3,657     7,631  
Medical device regulations 184         474      
Customer bankruptcy 10     341     (375 )   1,213  
Adjusted operating income (Non-GAAP) $ 46,765     $ 25,113     $ 143,156     $ 105,807  


Table C: EBITDA Reconciliations
(in thousands)

  Three Months Ended   Nine Months Ended
  October 1,
2021
  October 2,
2020
  October 1,
2021
  October 2,
2020
Net income (GAAP) $ 22,066     $ 30,342     $ 73,019     $ 61,831  
               
Interest expense 10,053     9,368     26,117     29,002  
Provision for income taxes 1,113     1,058     5,916     6,373  
Depreciation 9,776     9,632     29,406     28,111  
Amortization of intangibles 10,284     10,299     31,073     30,894  
EBITDA (Non-GAAP) 53,292     60,699     165,531     156,211  
Stock-based compensation (excluding amounts in OOE) 3,128     2,987     12,081     6,229  
Certain legal expenses (gains) 734     (27,959 )   1,279     (26,950 )
Other operating expenses (OOE) 2,463     2,674     3,657     7,631  
(Gain) loss on equity investments (152 )   (2,234 )   1,867     (3,954 )
Medical device regulations 184         474      
Customer bankruptcy 10     341     (375 )   1,213  
Adjusted EBITDA (Non-GAAP) $ 59,659     $ 36,508     $ 184,514     $ 140,380  


Table D: Organic Sales Change Reconciliation (% Change)

  GAAP Reported Growth   Impact of Acquisitions and Foreign Currency (a)   Non-GAAP Organic Change
QTD Change (3Q 2021 vs. 3Q 2020)          
Medical Sales          
Cardio & Vascular 29.1%   (0.1)%   29.0%
Cardiac & Neuromodulation 46.1%     46.1%
Advanced Surgical, Orthopedics & Portable Medical (4.8)%     (4.8)%
Total Medical Sales 30.1%     30.1%
Non-Medical Sales 14.5%     14.5%
Total Sales 29.5%     29.5%
           
YTD Change (9M 2021 vs. 9M 2020)          
Medical Sales          
Cardio & Vascular 6.9%   (0.5)%   6.4%
Cardiac & Neuromodulation 32.6%     32.6%
Advanced Surgical, Orthopedics & Portable Medical (9.4)%     (9.4)%
Total Medical Sales 13.3%   (0.3)%   13.0%
Non-Medical Sales 0.7%     0.7%
Total Sales 12.9%   (0.3)%   12.6%

(a)   Sales have been adjusted to exclude the impact of foreign currency exchange rate fluctuations and acquisitions.


Table E: Net Total Debt Reconciliation
(in thousands)

  October 1,
2021
  December 31,
2020
Current portion of long-term debt $ 20,250     $ 37,500  
Long-term debt 610,405     693,758  
Total debt 630,655     731,258  
Add: Unamortized discount and debt issuance costs included above 6,645     6,715  
Total principal amount of debt outstanding 637,300     737,973  
Less: Cash and cash equivalents 25,472     49,206  
Net Total Debt (Non-GAAP) $ 611,828     $ 688,767  

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Source: Integer Holdings Corporation