Integer Holdings Corp (ITGR) SEC Filing 8-K Material Event for the period ending Thursday, October 28, 2021

Integer Holdings Corp

CIK: 1114483 Ticker: ITGR


Integer Holdings Corporation Reports Third Quarter 2021 Results

~ 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
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,
 October 2,
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,
 October 2,
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
GAAPOctober 1,
 October 2,
Medical Sales       
Cardio & Vascular$160,858  $124,596  29.1% 29.0%
Cardiac & Neuromodulation106,543  72,909  46.1% 46.1%
Advanced Surgical, Orthopedics & Portable Medical28,720  30,179  (4.8)% (4.8)%
Total Medical Sales296,121  227,684  30.1% 30.1%
Non-Medical Sales9,453  8,258  14.5% 14.5%
Total Sales$305,574  $235,942  29.5% 29.5%
 Nine Months Ended
GAAPOctober 1,
 October 2,
Medical Sales       
Cardio & Vascular$462,632  $432,885  6.9% 6.4%
Cardiac & Neuromodulation334,700  252,404  32.6% 32.6%
Advanced Surgical, Orthopedics & Portable Medical83,380  92,041  (9.4)% (9.4)%
Total Medical Sales880,712  777,330  13.3% 13.0%
Non-Medical Sales27,352  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 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 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 To automatically receive Integer financial news by email, please visit 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

Contact Information
Tony Borowicz
SVP, Strategy, Business Development & Investor Relations

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,
 December 31,
Current assets:   
Cash and cash equivalents$25,472  $49,206 
Accounts receivable, net177,488  156,207 
Inventories149,235  149,323 
Refundable income taxes12,580  2,087 
Contract assets59,440  40,218 
Prepaid expenses and other current assets18,352  15,896 
Total current assets442,567  412,937 
Property, plant and equipment, net250,450  253,964 
Goodwill849,686  859,442 
Other intangible assets, net716,060  757,224 
Deferred income taxes4,364  4,398 
Operating lease assets46,871  45,153 
Other long-term assets38,132  38,739 
Total assets$2,348,130  $2,371,857 
Current liabilities:   
Current portion of long-term debt$20,250  $37,500 
Accounts payable68,418  51,570 
Income taxes payable36  1,847 
Operating lease liabilities7,926  8,431 
Accrued expenses and other current liabilities59,780  56,843 
Total current liabilities156,410  156,191 
Long-term debt610,405  693,758 
Deferred income taxes180,597  182,304 
Operating lease liabilities41,382  37,861 
Other long-term liabilities27,083  30,688 
Total liabilities1,015,877  1,100,802 
Stockholders’ equity:   
Common stock33  33 
Additional paid-in capital710,513  700,814 
Retained earnings590,535  517,516 
Accumulated other comprehensive income31,172  52,692 
Total stockholders’ equity1,332,253  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,
 October 2,
 October 1,
 October 2,
Sales$305,574  $235,942  $908,064  $804,483 
Cost of sales (COS)223,702  178,009  652,960  591,985 
Gross profit81,872  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 expenses48,782  18,175  148,056  119,479 
Operating income33,090  39,758  107,048  93,019 
Interest expense, net10,053  9,368  26,117  29,002 
(Gain) loss on equity investments(152) (2,234) 1,867  (3,954)
Other (income) loss, net10  1,224  129  (233)
Income before taxes23,179  31,400  78,935  68,204 
Provision for income taxes1,113  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:       
Basic33,008  32,859  32,982  32,833 
Diluted33,309  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,
 October 2,
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 amortization60,479  59,005 
Debt related charges included in interest expense6,526  3,145 
Stock-based compensation12,235  6,229 
Non-cash (gains) charges related to customer bankruptcy(23) 562 
Non-cash lease expense5,918  5,824 
Non-cash (gain) loss on equity investments1,867  (3,954)
Contingent consideration fair value adjustment  (500)
Other non-cash losses893  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 payable16,044  (5,152)
Accrued expenses and other liabilities(4,292) (13,780)
Income taxes payable(12,411) (8,347)
Net cash provided by operating activities117,410  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 equipment81  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 loans598,250   
Proceeds from revolving credit facility82,300  185,000 
Payments of revolving credit facility(45,000) (135,000)
Proceeds from the exercise of stock options594  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 equivalents553  (597)
Net increase (decrease) in cash and cash equivalents(23,734) 86,408 
Cash and cash equivalents, beginning of period49,206  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
 Pre-Tax Net of Tax Per
Net income (GAAP)$23,179  $22,066  $0.66  $31,400  $30,342  $0.92 
Amortization of intangibles10,284  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 debt3,346  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
 Pre-Tax Net of Tax Per
Net income (GAAP)$78,935  $73,019  $2.20  $68,204  $61,831  $1.87 
Amortization of intangibles31,073  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 investments1,867  1,475  0.04  (3,954) (3,123) (0.09)
Loss on extinguishment of debt3,774  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,
 October 2,
 October 1,
 October 2,
Operating income (GAAP)$33,090  $39,758  $107,048  $93,019 
Amortization of intangibles10,284  10,299  31,073  30,894 
Certain legal expenses (gains)734  (27,959) 1,279  (26,950)
Other operating expenses2,463  2,674  3,657  7,631 
Medical device regulations184    474   
Customer bankruptcy10  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,
 October 2,
 October 1,
 October 2,
Net income (GAAP)$22,066  $30,342  $73,019  $61,831 
Interest expense10,053  9,368  26,117  29,002 
Provision for income taxes1,113  1,058  5,916  6,373 
Depreciation9,776  9,632  29,406  28,111 
Amortization of intangibles10,284  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 regulations184    474   
Customer bankruptcy10  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 & Vascular29.1% (0.1)% 29.0%
Cardiac & Neuromodulation46.1%  46.1%
Advanced Surgical, Orthopedics & Portable Medical(4.8)%  (4.8)%
Total Medical Sales30.1%  30.1%
Non-Medical Sales14.5%  14.5%
Total Sales29.5%  29.5%
YTD Change (9M 2021 vs. 9M 2020)     
Medical Sales     
Cardio & Vascular6.9% (0.5)% 6.4%
Cardiac & Neuromodulation32.6%  32.6%
Advanced Surgical, Orthopedics & Portable Medical(9.4)%  (9.4)%
Total Medical Sales13.3% (0.3)% 13.0%
Non-Medical Sales0.7%  0.7%
Total Sales12.9% (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,
 December 31,
Current portion of long-term debt$20,250  $37,500 
Long-term debt610,405  693,758 
Total debt630,655  731,258 
Add: Unamortized discount and debt issuance costs included above6,645  6,715 
Total principal amount of debt outstanding637,300  737,973 
Less: Cash and cash equivalents25,472  49,206 
Net Total Debt (Non-GAAP)$611,828  $688,767 

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Ticker: ITGR
CIK: 1114483
Form Type: 8-K Corporate News
Accession Number: 0001171843-21-007245
Submitted to the SEC: Thu Oct 28 2021 8:45:14 AM EST
Accepted by the SEC: Thu Oct 28 2021
Period: Thursday, October 28, 2021
Industry: Miscellaneous Electrical Machinery Equipment And Supplies
  1. Earnings Release
  2. Financial Exhibit
  3. Regulated Disclosure

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