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Integer Holdings Corporation Reports Second Quarter 2022 Results

July 28 2022

~ 2Q22 sales and profit consistent with expectations ~
~ Increasing 2022 sales and operating income outlook ~

PLANO, Texas, July 28, 2022 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR), a leading medical device outsource manufacturer, today announced results for the three months ended July 1, 2022.

Second Quarter 2022 Highlights (compared to Second Quarter 2021, except as noted)

  • Sales increased 12% to $350 million, inclusive of sales from recent Oscor and Aran acquisitions.
  • GAAP net income decreased $9 million to $21 million, a decrease of 29%. Non-GAAP adjusted net income decreased $1 million to $35 million, a decrease of 3%.
  • GAAP operating income decreased $7 million to $33 million, a decrease of 17%. Non-GAAP adjusted operating income decreased 1% to $50 million.
  • GAAP diluted EPS decreased $0.27 per share to $0.62 per share. Non-GAAP adjusted EPS decreased 3% per share to $1.04 per share.
  • Over the last four quarters our adjusted gross margins have been approximately 28%, or 300 bps below pre-pandemic levels, driven by incremental labor and supply chain costs related to overtime, training, and manufacturing inefficiencies from supply chain disruptions.
  • From the end of the fourth quarter 2021, total debt increased $119 million to $947 million and net total debt increased $121 million to $938 million, attributable to the $129 million in cash paid to acquire Aran Biomedical, resulting in a leverage ratio of 3.9 times adjusted EBITDA.

Executing Strategy to Drive Accelerated Revenue Growth

  • Expect revenue growth to accelerate in the second half 2022 through new product introductions in high growth electrophysiology, structural heart, and neuromodulation markets.
  • Oscor acquisition exceeding expectations and increased sales outlook by $5 million to $71 million.
  • Closed acquisition of Aran Biomedical on April 6, 2022. Integration is on track with strong engagement from strategic customers.

“Integer delivered second quarter 2022 financial results consistent with our expectations, as sales grew 13% versus the first quarter 2022 and 12% versus prior year. Integer’s associates around the globe remain focused on delivering products for our customers and the patients they serve, while managing the challenges of the ongoing labor and supply chain dynamics,” said Joseph Dziedzic, Integer’s president and CEO. “We have raised our full year 2022 sales outlook and expect to grow 12% to 14% versus 2021, driven by strong demand, accelerating new product introductions, and our recent Oscor and Aran acquisitions.”

Discussion of Product Line Second Quarter 2022 Sales

  • Cardio & Vascular sales increased 25% in the second quarter 2022 compared to the second quarter 2021 driven by strong demand in the neurovascular, electrophysiology, and structural heart markets, as well as the Oscor and Aran acquisitions.
  • Cardiac Rhythm Management & Neuromodulation sales increased 2% in the second quarter 2022 compared to the second quarter 2021 as the sales growth from the recently acquired Oscor was offset by labor and supply chain constraints.
  • Advanced Surgical, Orthopedics & Portable Medical includes sales under supply agreement to the acquirer of our divested AS&O product line. Sales were flat in the second quarter 2022 compared to the second quarter 2021, inclusive of a reduction in demand for COVID-related ventilator and patient monitoring components.
  • Electrochem sales decreased 1% in the second quarter 2022 compared to the second quarter 2021 as our ability to fulfill strong customer demand was constrained by supplier shortages.

2022 Outlook (a)

Organic sales growth now expected to be 6% to 8%.

(dollars in millions, except per share amounts)   GAAP   Non-GAAP (b)
    As Reported   Change from
Prior Year
  Adjusted   Change from
Prior Year
Sales   $1,370 to $1,395   12% to 14%   N/A   N/A
Operating income   $136 to $148   0% to 9%   $206 to $218   10% to 16%
EBITDA   N/A   N/A   $273 to $285   13% to 17%
Net income   $83 to $93   (11)% to 0%   $140 to $151   4% to 11%
Diluted earnings per share   $2.49 to $2.79   (11)% to 0%   $4.20 to $4.50   3% to 10%
Cash flow from operating activities   $151 - $166   (4)% to 6%   N/A   N/A

(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, organic sales growth, and Adjusted Earnings per Share (“EPS”), all from continuing operations, included in our “2022 Outlook” above, and Adjusted interest expense, Adjusted effective tax rate and leverage ratio 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 2022 consists of GAAP operating income, excluding items such as amortization of intangible assets, restructuring and restructuring-related charges, and acquisition and integration costs, totaling approximately $70 million, pre-tax. Adjusted net income and Adjusted EPS for 2022 consist of GAAP net income and diluted EPS, excluding items such as amortization of intangible assets, restructuring and restructuring-related charges, acquisition and integration costs, and gain or loss on equity investments totaling approximately $73 million, pre-tax. The after-tax impact of these items is estimated to be approximately $57 million, or approximately $1.71 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 $133 million to $135 million.

Supplemental Financial Information

(dollars in millions) 2022
Outlook
  2021
Actual
Depreciation and amortization $95 - $100   $81
Adjusted total interest expense(a) $35 - $40   $28
Stock-based compensation $19 - $21   $16
Restructuring, acquisition and other charges(b) $13 - $17   $8
Adjusted effective tax rate(c) 16.0% - 17.5%   15%
Leverage ratio 3.0x - 3.2x   3.4x
Capital expenditures, net $65 - $75   $53
Cash tax payments $15 - $20   $20

(a)   Adjusted total interest expense refers to our expected full-year GAAP total interest expense, expected to range from $35 million to $40 million for 2022, 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 total interest expense.

(b )   Restructuring, acquisition and other charges consists of restructuring and restructuring-related charges, acquisition and integration costs and other general expenses.

(c)   Adjusted effective tax rate refers to our full-year GAAP effective tax rate, expected to range from 14.0% to 15.5% for 2022, 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
  July 1, 2022   July 2, 2021   QTD
Change
Operating income $ 32,707   $ 39,350   (16.9) %
Net income $ 20,836   $ 29,433   (29.2) %
Diluted EPS $ 0.62   $ 0.89   (30.3) %
           
EBITDA(a) $ 55,407   $ 58,435   (5.2) %
Adjusted EBITDA(a) $ 65,897   $ 63,743   3.4 %
Adjusted operating income(a) $ 49,679   $ 50,064   (0.8) %
Adjusted net income(a) $ 34,651   $ 35,558   (2.6) %
Adjusted EPS(a) $ 1.04   $ 1.07   (2.8) %
           
  Six Months Ended
  July 1, 2022   July 2, 2021   YTD
Change
Operating income $ 55,204   $ 73,958   (25.4) %
Net income $ 32,203   $ 50,953   (36.8) %
Diluted EPS $ 0.97   $ 1.53   (36.6) %
           
EBITDA(a) $ 97,865   $ 112,239   (12.8) %
Adjusted EBITDA(a) $ 120,102   $ 124,855   (3.8) %
Adjusted operating income(a) $ 88,484   $ 96,391   (8.2) %
Adjusted net income(a) $ 60,730   $ 67,668   (10.3) %
Adjusted EPS(a) $ 1.82   $ 2.04   (10.8) %

(a)   EBITDA, Adjusted EBITDA, Adjusted operating income, Adjusted net income, and Adjusted EPS are Non-GAAP financial 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
  July 1, 2022   July 2, 2021   QTD
Change
  Organic
Change
(a)
Medical Sales              
Cardio & Vascular $ 180,604   $ 144,683   24.8 %   16.7 %
Cardiac Rhythm Management & Neuromodulation   135,945     133,660   1.7 %   (5.4) %
Advanced Surgical, Orthopedics & Portable Medical   23,285     23,283   %   0.1 %
Total Medical Sales   339,834     301,626   12.7 %   5.6 %
Non-Medical Sales   10,247     10,397   (1.4) %   (1.4) %
Total Sales $ 350,081   $ 312,023   12.2 %   5.3 %
               
  Six Months Ended
  July 1, 2022   July 2, 2021   YTD
Change
  Organic
Change
(a)
Medical Sales              
Cardio & Vascular $ 339,641   $ 285,889   18.8 %   12.5 %
Cardiac Rhythm Management & Neuromodulation   259,269     255,363   1.5 %   (6.6) %
Advanced Surgical, Orthopedics & Portable Medical   42,951     43,339   (0.9) %   (0.8) %
Total Medical Sales   641,861     584,591   9.8 %   3.2 %
Non-Medical Sales   19,132     17,899   6.9 %   6.9 %
Total Sales $ 660,993   $ 602,490   9.7 %   3.3 %

(a)   Organic sales change is a Non-GAAP financial 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, July 28, 2022, 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 (888) 330-3567 (U.S.) or (646) 960-0842 (outside U.S.) and the conference ID is 9252310. 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
Senior Vice President, 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 operating income, and organic sales change rates.

Adjusted net income and adjusted EPS consist of GAAP amounts adjusted for the following to the extent occurring during the period: (i) amortization of intangible assets, (ii) certain legal expenses, (iii) restructuring and restructuring- related charges; (iv) acquisition and integration related costs; (v) other general expenses; (vi) (gain) loss on equity investments; (vii) extinguishment of debt charges; (viii) European Union medical device regulation incremental charges, (ix) inventory step-up amortization; (x) unusual, or infrequently occurring items; (xi) the income tax provision (benefit) related to these adjustments and (xii) 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 expense, and amortization expense from intangible assets and financing leases, to net income, which is the most directly comparable GAAP financial measure. Adjusted EBITDA consists of EBITDA plus adding back stock-based compensation and the same adjustments as listed above except for items (i), (vii), (xi) and (xii). Adjusted operating income consists of operating income adjusted for the same items listed above except for items (vi), (vii), (xi) and (xii).

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 sales 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; our ability to attract, train and retain a sufficient number of qualified associates; 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)
   
  July 1,
2022
  December 31,
2021
ASSETS      
Current assets:      
Cash and cash equivalents $ 15,593     $ 17,885
Accounts receivable, net   221,939       182,310
Inventories   194,458       155,699
Refundable income taxes   4,627       4,735
Contract assets   70,408       64,743
Prepaid expenses and other current assets   25,988       27,610
Total current assets   533,013       452,982
Property, plant and equipment, net   280,461       277,099
Goodwill   978,559       924,704
Other intangible assets, net   841,122       807,810
Deferred income taxes   6,149       5,711
Operating lease assets   75,777       70,053
Other long-term assets   43,006       43,856
Total assets $ 2,758,087     $ 2,582,215
LIABILITIES AND STOCKHOLDERS’ EQUITY      
Current liabilities:      
Current portion of long-term debt $ 15,250     $ 15,250
Accounts payable   103,111       76,859
Income taxes payable   259       725
Operating lease liabilities   10,762       9,862
Accrued expenses and other current liabilities   68,344       56,933
Total current liabilities   197,726       159,629
Long-term debt   931,889       812,876
Deferred income taxes   178,695       171,505
Operating lease liabilities   64,436       59,767
Other long-term liabilities   21,890       23,741
Total liabilities   1,394,636       1,227,518
Stockholders’ equity:      
Common stock   33       33
Additional paid-in capital   722,175       713,150
Retained earnings   646,527       614,324
Accumulated other comprehensive income (loss)   (5,284 )     27,190
Total stockholders’ equity   1,363,451       1,354,697
Total liabilities and stockholders’ equity $ 2,758,087     $ 2,582,215
             


Condensed Consolidated Statements of Operations - Unaudited        
(in thousands, except per share data)              
               
  Three Months Ended   Six Months Ended
  July 1,
2022
  July 2,
2021
  July 1,
2022
  July 2,
2021
Sales $ 350,081   $ 312,023   $ 660,993   $ 602,490
Cost of sales (COS)   257,184     223,277     486,621     429,258
Gross profit   92,897     88,746     174,372     173,232
Operating expenses:              
Selling, general and administrative (SG&A)   41,786     35,379     81,346     70,881
Research, development and engineering (RD&E)   14,871     13,738     30,954     27,199
Restructuring and other charges   3,533     279     6,868     1,194
Total operating expenses   60,190     49,396     119,168     99,274
Operating income   32,707     39,350     55,204     73,958
Interest expense   7,773     7,532     13,741     16,064
Loss on equity investments   320     684     2,724     2,019
Other loss, net   191     356     368     119
Income before taxes   24,423     30,778     38,371     55,756
Provision for income taxes   3,587     1,345     6,168     4,803
Net income $ 20,836   $ 29,433   $ 32,203   $ 50,953
               
Earnings per share:              
Basic $ 0.63   $ 0.89   $ 0.97   $ 1.55
Diluted $ 0.62   $ 0.89   $ 0.97   $ 1.53
               
Weighted average shares outstanding:              
Basic   33,111     32,982     33,101     32,970
Diluted   33,350     33,254     33,326     33,221
                       


Condensed Consolidated Statements of Cash Flows - Unaudited
(in thousands)
   
  Six Months Ended
  July 1,
2022
  July 2,
2021
Cash flows from operating activities:      
Net income $ 32,203     $ 50,953  
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization   45,753       40,419  
Debt related charges included in interest expense   962       2,446  
Inventory step-up amortization   798        
Stock-based compensation   10,951       8,953  
Non-cash lease expense   5,344       3,947  
Non-cash loss on equity investments   2,724       2,019  
Other non-cash losses   7,510       29  
Deferred income taxes   (969 )     (242 )
Changes in operating assets and liabilities, net of acquisition:      
Accounts receivable   (37,642 )     (19,141 )
Inventories   (41,471 )     898  
Prepaid expenses and other assets   (783 )     (2,604 )
Contract assets   (6,189 )     (16,792 )
Accounts payable   25,554       16,937  
Accrued expenses and other liabilities   (7,295 )     (13,737 )
Income taxes payable   (439 )     (5,298 )
Net cash provided by operating activities   37,011       68,787  
Cash flows from investing activities:      
Acquisition of property, plant and equipment   (22,610 )     (18,416 )
Proceeds from sale of property, plant and equipment   587       15  
Acquisitions, net   (126,636 )      
Net cash used in investing activities   (148,659 )     (18,401 )
Cash flows from financing activities:      
Principal payments of term loans   (7,625 )     (64,750 )
Proceeds from revolving credit facility   160,000        
Payments of revolving credit facility   (34,000 )      
Proceeds from the exercise of stock options         340  
Payment of debt issuance costs         (141 )
Tax withholdings related to net share settlements of restricted stock unit awards   (1,926 )     (2,988 )
Contingent consideration payments   (493 )     (1,621 )
Principal payments on finance leases   (353 )     (24 )
Net cash provided by (used in) financing activities   115,603       (69,184 )
Effect of foreign currency exchange rates on cash and cash equivalents   (6,247 )     173  
Net decrease in cash and cash equivalents   (2,292 )     (18,625 )
Cash and cash equivalents, beginning of period   17,885       49,206  
Cash and cash equivalents, end of period $ 15,593     $ 30,581  
               


Reconciliations of Non-GAAP Measures

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

  Three Months Ended
  July 1, 2022   July 2, 2021
  Pre-Tax   Net of
Tax
  Per
Diluted
Share
  Pre-Tax   Net of
Tax
  Per
Diluted
Share
Net income (GAAP) $ 24,423     $ 20,836     $ 0.62   $ 30,778     $ 29,433     $ 0.89  
Adjustments(a):                      
Amortization of intangible assets   12,285       9,710       0.29     10,339       8,177       0.25  
Certain legal expenses (SG&A)(b)                   288       228       0.01  
Restructuring and restructuring-related charges(c)   884       728       0.02     191       149        
Acquisition and integration costs(d)   3,333       2,614       0.08     26       21        
Other general expenses(e)   205       167       0.01     62       39        
Loss on equity investments   320       253       0.01     684       540       0.02  
Loss on extinguishment of debt                   82       65        
Medical device regulations(f)   182       143           169       134        
Customer bankruptcy(g)   83       66           (361 )     (285 )     (0.01 )
Inventory step-up amortization (COS)(h)                                
Tax adjustments(i)         134                 (2,943 )     (0.09 )
Adjusted net income (Non-GAAP) $ 41,715     $ 34,651       1.04   $ 42,258     $ 35,558       1.07  
                       
Weighted average shares for adjusted diluted EPS       33,350               33,254      
                       
  Six Months Ended
  July 1, 2022   July 2, 2021
  Pre-Tax   Net of
Tax
  Per
Diluted
Share
  Pre-Tax   Net of
Tax
  Per
Diluted
Share
Net income (GAAP) $ 38,371     $ 32,203     $ 0.97   $ 55,756     $ 50,953     $ 1.53  
Adjustments(a):                      
Amortization of intangible assets   23,889       18,882       0.57     20,789       16,442       0.49  
Certain legal expenses (SG&A)(b)                   545       431       0.01  
Restructuring and restructuring-related charges(c)   2,637       2,075       0.06     845       666       0.02  
Acquisition and integration costs(d)   5,269       4,149       0.12     110       92        
Other general expenses(e)   501       396       0.01     239       169       0.01  
Loss on equity investments   2,724       2,152       0.06     2,019       1,595       0.05  
Loss on extinguishment of debt                   428       338       0.01  
Medical device regulations(f)   292       230       0.01     290       229       0.01  
Customer bankruptcy(g)   (106 )     (83 )         (385 )     (304 )     (0.01 )
Inventory step-up amortization (COS)(h)   798       630       0.02                  
Tax adjustments(i)         96                 (2,943 )     (0.09 )
Adjusted net income (Non-GAAP) $ 74,375     $ 60,730     $ 1.82   $ 80,636     $ 67,668     $ 2.04  
                       
Weighted average shares for adjusted diluted EPS       33,326               33,221      

(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.

(c)   We initiate discrete restructuring programs primarily to realign resources to better serve our customers and markets, improve operational efficiency and capabilities, and lower operating costs or improve profitability. Depending on the program, restructuring charges may include termination benefits, contract termination, facility closure and other exit and disposal costs. Restructuring-related expenses are directly related to the program and may include retention bonuses, accelerated depreciation, consulting expense and costs to transfer manufacturing operations among our facilities.

(d)   Acquisition and integration costs are incremental costs that are directly related to a business or asset acquisition. These costs may include, among other things, professional, consulting and other fees, system integration costs, and fair value adjustments relating to contingent consideration.

(e)   Other general expenses are discrete transactions occurring sporadically and affect period-over-period comparisons.

(f)   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.

(g)   In November 2019, one of our customers, Nuvectra Corporation, filed a voluntary Chapter 11 bankruptcy petition (the “Customer Bankruptcy”). The 2022 and 2021 amounts are predominantly due to favorable settlements on supplier purchase order termination clauses and benefits recognized from the utilization or sale of previously reserved inventory.

(h)   The accounting associated with our acquisitions require us to record inventory at its fair value, which is sometimes greater than the previous book value of inventory. The increase in inventory value is amortized to cost of sales over the period that the related inventory is sold. We exclude inventory step-up amortization from our non-GAAP financial measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results.

(i)   For the 2022 periods, tax adjustments predominately related to acquisition costs that are not deductible for tax purposes and interest associated with uncertain tax benefits related to acquired foreign tax credits. For the 2021 periods, tax adjustments predominately related to discrete tax benefits associated with 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   Six Months Ended
  July 1,
2022
  July 2,
2021
  July 1,
2022
  July 2,
2021
Operating income (GAAP) $ 32,707   $ 39,350     $ 55,204     $ 73,958  
Adjustments:              
Amortization of intangible assets   12,285     10,339       23,889       20,789  
Certain legal expenses       288             545  
Restructuring and restructuring-related charges   884     191       2,637       845  
Acquisition and integration costs   3,333     26       5,269       110  
Other general expenses   205     62       501       239  
Medical device regulations   182     169       292       290  
Customer bankruptcy   83     (361 )     (106 )     (385 )
Inventory step-up amortization $   $       798        
Adjusted operating income (Non-GAAP) $ 49,679   $ 50,064     $ 88,484     $ 96,391  


Table C: EBITDA Reconciliations
(in thousands)

  Three Months Ended   Six Months Ended
  July 1,
2022
  July 2,
2021
  July 1,
2022
  July 2,
2021
Net income (GAAP) $ 20,836   $ 29,433     $ 32,203     $ 50,953  
               
Interest expense   7,773     7,532       13,741       16,064  
Provision for income taxes   3,587     1,345       6,168       4,803  
Depreciation   10,666     9,786       21,402       19,630  
Amortization of intangible assets and financing leases   12,545     10,339       24,351       20,789  
EBITDA (Non-GAAP)   55,407     58,435       97,865       112,239  
Stock-based compensation(a)   5,483     4,249       10,122       8,953  
Certain legal expenses       288             545  
Restructuring and restructuring-related charges   884     191       2,637       845  
Acquisition and integration costs   3,333     26       5,269       110  
Other general expenses   205     62       501       239  
Loss on equity investments   320     684       2,724       2,019  
Medical device regulations   182     169       292       290  
Customer bankruptcy   83     (361 )     (106 )     (385 )
Inventory step-up amortization             798        
Adjusted EBITDA (Non-GAAP) $ 65,897   $ 63,743     $ 120,102     $ 124,855  

(a)   Total stock-based compensation expense less amounts included in acquisition and integration costs.


Table D: Organic Sales Change Reconciliation (% Change)

  GAAP
Reported
Growth
  Impact of
Acquisitions
and Foreign
Currency
(a)
  Non-GAAP
Organic
Change
QTD Change (2Q 2022 vs. 2Q 2021)          
Medical Sales          
Cardio & Vascular 24.8%   8.1%   16.7%
Cardiac Rhythm Management & Neuromodulation 1.7%   7.1%   (5.4)%
Advanced Surgical, Orthopedics & Portable Medical —%   (0.1)%   0.1%
Total Medical Sales 12.7%   7.1%   5.6%
Non-Medical Sales (1.4)%   —%   (1.4)%
Total Sales 12.2%   6.9%   5.3%
           
YTD Change (6M 2022 vs. 6M 2021)          
Medical Sales          
Cardio & Vascular 18.8%   6.3%   12.5%
Cardiac Rhythm Management & Neuromodulation 1.5%   8.1%   (6.6)%
Advanced Surgical, Orthopedics & Portable Medical (0.9)%   (0.1)%   (0.8)%
Total Medical Sales 9.8%   6.6%   3.2%
Non-Medical Sales 6.9%   —%   6.9%
Total Sales 9.7%   6.4%   3.3%

(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)

  July 1,
2022
  December 31,
2021
Total debt $ 947,139   $ 828,126
Add: Unamortized discount and deferred debt issuance costs included above   6,724     7,361
Total principal amount of debt outstanding   953,863     835,487
Less: Cash and cash equivalents   15,593     17,885
Net Total Debt (Non-GAAP) $ 938,270   $ 817,602

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Source: Integer Holdings Corporation