Integer Holdings Corporation (NYSE:ITGR) today announced results
for the three and nine months ended September 27, 2024.
Our previously announced sale of the Electrochem business for
$50 million in cash remains on track and is expected to close later
this month. Except for cash flow measures, prior period amounts
have been recast to exclude the Electrochem business, which is a
discontinued operation, consistent with GAAP continuing operations
presentation. Unless otherwise stated, all results and comparisons
set forth in this release are presented on a continuing operations
basis.
Third Quarter
2024 Highlights (compared to
Third Quarter 2023, except as noted)
- Sales increased 9% to $431 million, with organic growth of
4%.
- GAAP income from continuing operations increased $8 million to
$36 million, an increase of 29%. Non-GAAP adjusted net income
increased $6 million to $50 million, an increase of 14%.
- GAAP operating income increased $9 million to $58 million, an
increase of 19%. Non-GAAP adjusted operating income increased $11
million to $76 million, an increase of 17%.
- GAAP diluted EPS from continuing operations increased $0.18 per
share to $1.01 per share. Non-GAAP adjusted EPS increased $0.14 per
share to $1.43 per share.
- Adjusted EBITDA increased $15 million to $96 million, an
increase of 18%.
- From the end of 2023, total debt increased $119 million to
$1.079 billion and net total debt increased $105 million to $1.055
billion, primarily to finance the acquisition of Pulse
Technologies, resulting in a leverage ratio of 3.0 times adjusted
EBITDA as of September 27, 2024.
Third Quarter
2024 YTD Highlights (compared to
Third Quarter 2023 YTD, except as noted)
- Sales increased 10% to $1.267 billion, with organic growth of
6%.
- GAAP income from continuing operations increased $26 million to
$88 million, an increase of 41%. Non-GAAP adjusted net income
increased $25 million to $133 million, an increase of 23%.
- GAAP operating income increased $31 million to $151 million, an
increase of 26%. Non-GAAP adjusted operating income increased $40
million to $209 million, an increase of 23%.
- GAAP diluted EPS from continuing operations increased $0.64 per
share to $2.49 per share. Non-GAAP adjusted EPS increased $0.67 per
share to $3.87 per share.
- Adjusted EBITDA increased $48 million to $266 million, an
increase of 22%.
“Third quarter year to date, Integer delivered 10% sales growth
and a 23% increase in adjusted operating income versus a year ago,”
said Joseph Dziedzic, Integer’s president and CEO. “We expect 2024
sales growth of 10% to 11% with above-market organic sales growth
of 7% to 8%. We are raising the midpoint of our full year adjusted
operating income outlook by $4 million dollars, to 20% year over
year, up from 18% in our previous outlook.”
Mr. Dziedzic added, “The divestiture of Electrochem will make
Integer a pure-play medical technology company and provides
additional capital to invest in capabilities and capacity that
support our targeted growth markets.”
Discussion of Product Line
Third Quarter
2024 Sales
- Cardio & Vascular sales
increased 13% in the third quarter 2024 compared to the third
quarter 2023, driven by new product ramps in electrophysiology and
structural heart, and the InNeuroCo and Pulse acquisitions.
- Cardiac Rhythm Management &
Neuromodulation sales increased 3% in the third quarter 2024
compared to the third quarter 2023, driven by strong growth in
emerging neuromodulation customers with PMA (pre-market approval)
products.
- Advanced Surgical, Orthopedics & Portable Medical sales
increased 12% in the third quarter 2024 compared to the third
quarter 2023, primarily driven by fulfillment timing of
last-time-buy orders related to the planned multi-year Portable
Medical exit announced in 2022.
2024 Outlook(a)
- The 2024 Outlook excludes Electrochem. As previously
communicated, the prior 2024 outlook included the following
estimated amounts for Electrochem:
- Sales of $36 million.
- GAAP operating income of $3 million. Non-GAAP adjusted
operating income of $4 million.
- Adjusted EBITDA of $5 million.
- GAAP net income of $0 million. Non-GAAP adjusted net income of
$1 million.
- GAAP diluted EPS of $0.00. Non-GAAP adjusted EPS of $0.02.
- $3 million of allocated interest expense as part of
discontinued operations.
- Unless otherwise stated, 2024 Outlook and comparisons are
presented on a continuing operations basis.
- We have raised the midpoint of our full year profit and EPS
outlook, compared to the 2024 outlook from July, revised to exclude
Electrochem.
(dollars in millions, except
per share amounts) |
GAAP |
|
Non-GAAP(b) |
|
As Reported |
|
Change from Prior Year |
|
Adjusted |
|
Change from Prior Year |
Sales |
$1,707 to $1,727 |
|
10% to 11% |
|
N/A |
|
N/A |
Operating income |
$205 to $213 |
|
26% to 30% |
|
$280 to $288 |
|
18% to 22% |
EBITDA |
N/A |
|
N/A |
|
$358 to $368 |
|
18% to 21% |
Income from continuing
operations |
$122 to $128 |
|
37% to 44% |
|
$181 to $188 |
|
16% to 21% |
Diluted earnings per
share |
$3.42 to $3.61 |
|
30% to 37% |
|
$5.24 to $5.43 |
|
14% to 18% |
Cash flow from operating
activities(c) |
$195 to $205 |
|
8% to 14% |
|
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 and adjusted
earnings per Share (“EPS”), included in our “2024 Outlook” above,
and adjusted total interest expense, adjusted effective tax rate
and leverage ratio in “Supplemental Financial Information” 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
2024 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 $75 million, pre-tax.Adjusted net
income for 2024 consists of GAAP income from continuing operations,
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 $59 million, or
approximately $1.67 per diluted share.Adjusted EPS for 2024
consists of GAAP diluted EPS from continuing operations, excluding
the after-tax impact of the Adjusted net income items noted above
and the estimated dilution resulting from the potential conversion
of our 2028 Convertible Notes expected to be offset by capped call
option contracts, which is approximately $0.15 per diluted
share.Adjusted EBITDA is expected to consist of GAAP income from
continuing operations, excluding items such as depreciation,
interest, stock-based compensation and taxes totaling approximately
$177 million to $181 million. |
(c) |
Cash flows from operating
activities includes an immaterial amount related to discontinued
operations. |
Please see “Notes Regarding Non-GAAP Financial Information” for
additional information regarding our use of non-GAAP financial
measures.
Supplemental Financial Information
(dollars in millions) |
2024Outlook |
|
2023Actual |
Depreciation and
amortization |
$106 to $110 |
|
$96 |
Adjusted total interest
expense(a) |
$55 to $57 |
|
$47 |
Stock-based compensation |
$24 to $25 |
|
$23 |
Restructuring, acquisition and
other charges(b) |
$20 to $22 |
|
$21 |
Adjusted effective tax
rate(c) |
18.0% to 19.0% |
|
17.6% |
Leverage ratio(d) |
2.6x to 2.7x |
|
3.1x |
Capital expenditures(e) |
$100 to $110 |
|
$120 |
Cash income tax payments |
$36 to $40 |
|
$30 |
(a) |
Adjusted total interest expense refers to our expected full-year
GAAP interest expense, expected to range from $55 million to $57
million for 2024, adjusted to remove the full-year impact of
charges associated with the accelerated write-off of debt discounts
and deferred issuance costs (loss on extinguishment of debt)
included in GAAP interest expense, if any. Adjusted total interest
expense of $46.8 million for 2023 consists of GAAP interest expense
of $51.3 million less $4.5 million of losses from the
extinguishment of debt. |
(b) |
Restructuring, acquisition and
other charges consists of restructuring and restructuring-related
charges, acquisition and integration costs, other general expenses
and incremental costs of complying with the new European Union
medical device regulations. |
(c) |
Adjusted effective tax rate
refers to our full-year GAAP effective tax rate, expected to range
from 18.0% to 19.0% for 2024, adjusted to reflect the full-year
impact of the items that are excluded in providing adjusted net
income and certain other identified items. Adjusted effective tax
rate of 17.6% for 2023 consists of GAAP effective tax rate of 15.4%
adjusted to reflect the impact on the income tax provision related
to Non-GAAP adjustments. |
(d) |
Please see “Notes Regarding
Non-GAAP Financial Information” for additional information
regarding leverage ratio. |
(e) |
Capital expenditures is
calculated as cash used to acquire property, plant, and equipment
(PP&E) less cash proceeds from the sale of PP&E. |
Summary Financial Results
(dollars in thousands, except per share data)
|
Three Months Ended |
|
Nine Months Ended |
|
September 27,2024 |
|
September 29,2023 |
|
QTD Change |
|
September 27,2024 |
|
September 29,2023 |
|
YTD Change |
Operating income |
$ |
58,011 |
|
$ |
48,776 |
|
18.9 |
% |
|
$ |
151,206 |
|
$ |
119,791 |
|
26.2 |
% |
Income from continuing
operations |
$ |
36,282 |
|
$ |
28,174 |
|
28.8 |
% |
|
$ |
88,080 |
|
$ |
62,330 |
|
41.3 |
% |
Diluted EPS from continuing
operations |
$ |
1.01 |
|
$ |
0.83 |
|
21.7 |
% |
|
$ |
2.49 |
|
$ |
1.85 |
|
34.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
EBITDA(a) |
$ |
86,346 |
|
$ |
68,944 |
|
25.2 |
% |
|
$ |
232,225 |
|
$ |
186,839 |
|
24.3 |
% |
Adjusted
EBITDA(a) |
$ |
95,526 |
|
$ |
80,681 |
|
18.4 |
% |
|
$ |
265,597 |
|
$ |
217,669 |
|
22.0 |
% |
Adjusted operating
income(a) |
$ |
75,647 |
|
$ |
64,596 |
|
17.1 |
% |
|
$ |
208,667 |
|
$ |
169,158 |
|
23.4 |
% |
Adjusted net
income(a) |
$ |
49,832 |
|
$ |
43,638 |
|
14.2 |
% |
|
$ |
133,183 |
|
$ |
107,876 |
|
23.5 |
% |
Adjusted
EPS(a) |
$ |
1.43 |
|
$ |
1.29 |
|
10.9 |
% |
|
$ |
3.87 |
|
$ |
3.20 |
|
20.9 |
% |
(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 |
|
September 27,2024 |
|
September 29,2023 |
|
QTD Change |
|
Organic Change(a) |
Product Line Sales |
|
|
|
|
|
|
|
Cardio & Vascular |
$ |
241,009 |
|
$ |
214,004 |
|
12.6 |
% |
|
6.2 |
% |
Cardiac Rhythm Management & Neuromodulation |
|
165,094 |
|
|
160,121 |
|
3.1 |
% |
|
2.2 |
% |
Advanced Surgical, Orthopedics & Portable Medical |
|
25,314 |
|
|
22,678 |
|
11.6 |
% |
|
(1.0)% |
Total Sales |
$ |
431,417 |
|
$ |
396,803 |
|
8.7 |
% |
|
4.3 |
% |
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
September 27,2024 |
|
September 29,2023 |
|
YTD Change |
|
Organic Change(a) |
Product Line Sales |
|
|
|
|
|
|
|
Cardio & Vascular |
$ |
694,278 |
|
$ |
613,701 |
|
13.1 |
% |
|
6.5 |
% |
Cardiac Rhythm Management & Neuromodulation |
|
490,086 |
|
|
459,643 |
|
6.6 |
% |
|
5.7 |
% |
Advanced Surgical, Orthopedics & Portable Medical |
|
82,735 |
|
|
77,808 |
|
6.3 |
% |
|
6.5 |
% |
Total Sales |
$ |
1,267,099 |
|
$ |
1,151,152 |
|
10.1 |
% |
|
6.2 |
% |
(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,
October 24, 2024, 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 (800) 715-9871 (U.S.) or (646) 307-1963 (outside U.S.) and
the conference ID is 4525826. 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 contract development and manufacturing
organizations (CDMO) in the world, serving the cardiac rhythm
management, neuromodulation, and cardio and vascular markets. As a
strategic partner of choice to medical device companies and OEMs,
Integer is committed to enhancing the lives of patients worldwide
by providing innovative, high-quality products and solutions. The
company's brands include Greatbatch Medical® and
Lake Region Medical®. Additional information is
available at www.integer.net.
Investor Relations:
Andrew
Senn763.951.8312andrew.senn@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. Unless otherwise indicated, all
financial metrics presented reflect continuing operations only.
Adjusted net income and adjusted EPS consist of GAAP income from
continuing operations and diluted EPS from continuing operations,
respectively, adjusted for the following to the extent occurring
during the period: (i) amortization of intangible assets, (ii)
restructuring and restructuring-related charges; (iii) acquisition
and integration related costs; (iv) other general expenses; (v)
(gain) loss on equity investments; (vi) extinguishment of debt
charges; (vii) European Union medical device regulation incremental
charges; (viii) inventory step-up amortization; (ix) unusual, or
infrequently occurring items; (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 adjusted
weighted average shares.
The weighted average shares used to calculate diluted EPS in
accordance with GAAP includes dilution, when applicable, resulting
from the potential conversion of our 2.125% Convertible Senior
Notes due 2028 (the “2028 Convertible Notes”). In connection with
the issuance of the 2028 Convertible Notes, we entered into capped
call contracts which are expected to reduce the potential dilution
on our common stock in connection with any conversion of the 2028
Convertible Notes, subject to a cap. Adjusted weighted average
shares consists of GAAP weighted average shares used to calculate
diluted EPS, excluding, when applicable, dilution resulting from
the potential conversion of our 2028 Convertible Notes expected to
be offset by the capped call contracts.
EBITDA is calculated by adding back interest expense, provision
for income taxes, depreciation expense, and amortization expense
from intangible assets and financing leases, to income from
continuing operations, 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), (vi), (x) and (xi). Adjusted operating
income consists of operating income adjusted for the same items
listed above except for items (v), (vi), (x) and (xi).
Organic sales change is reported sales growth adjusted to remove
the impact of foreign currency, the contribution of acquisitions
and the strategic exit of the Portable Medical market. 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. For contribution of
acquisitions, we exclude the impact on the growth rate attributable
to the contribution of acquisitions in all periods where there were
no comparable sales. For the strategic exit of the Portable Medical
market, we exclude the impact on the growth rate attributable to
Portable Medical sales for all periods presented.
We believe that the presentation of adjusted net income,
adjusted EPS, EBITDA, adjusted EBITDA, adjusted operating income,
and organic sales change, 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.
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: our 2024 outlook including future sales, expenses, and
profitability; the timing for the closing of the Electrochem sale
transaction; our ability to execute our business model and our
business strategy; 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
“outlook,” “projected,” “may,” “will,” “should,” “could,”
“expects,” “intends,” “plans,” “anticipates,” “believes,”
“estimates,” “predicts,” “potential,” “project,” 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 our
dependence upon a limited number of customers; pricing pressures
and contractual pricing restraints we face from customers; our
reliance on third-party suppliers for raw materials, key products
and subcomponents; interruptions in our manufacturing operations;
our ability to attract, train and retain a sufficient number of
qualified associates to maintain and grow our business; the
potential for harm to our reputation and competitive advantage
caused by quality problems related to our products; our dependence
upon our information technology systems and our ability to prevent
cyber-attacks and other failures; global climate change and the
emphasis on Environmental, Social and Governance matters by various
stakeholders; our dependence upon our senior management team and
key technical personnel; our energy market revenues’ dependence on
conditions in the historically volatile oil and natural gas
industries; and consolidation in the healthcare industry resulting
in greater competition;
- 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 and indebtedness risks,
such as our ability to accurately forecast future performance based
on operating results that often fluctuate; our significant amount
of outstanding indebtedness and our ability to remain in compliance
with financial and other covenants under the credit agreement
governing our Senior Secured Credit Facilities; economic and credit
market uncertainties that could interrupt our access to capital
markets, borrowings or financial transactions; the conditional
conversion feature of the 2028 Convertible Notes adversely
impacting our liquidity, the conversion of our 2028 Convertible
Notes, if it were to occur, diluting ownership interests of
existing holders of our common stock; the counterparty risk
associated with our capped call transaction; the counter 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;
- 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 to
comply with customer-driven policies and third-party standards or
certification requirements; our ability to obtain and/or retain
necessary licenses from third parties for new technologies; our
ability and the cost to comply with environmental regulations;
legal and regulatory risks from our international operations; the
fact that the healthcare industry is highly regulated and subject
to various regulatory changes; and our business being indirectly
subject to healthcare industry cost containment measures that could
result in reduced sales of our products; and
- other risks and uncertainties that
arise from time to time.
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) |
|
|
|
September 27,2024 |
|
December 31, 2023 |
ASSETS |
|
|
|
Current assets: |
|
|
|
Cash and cash equivalents |
$ |
35,574 |
|
$ |
23,674 |
Accounts receivable, net |
|
241,708 |
|
|
231,283 |
Inventories |
|
265,415 |
|
|
229,102 |
Refundable income taxes |
|
8,216 |
|
|
1,998 |
Contract assets |
|
99,287 |
|
|
85,871 |
Prepaid expenses and other current assets |
|
24,956 |
|
|
28,035 |
Current assets of discontinued operations held for sale |
|
54,876 |
|
|
17,705 |
Total current assets |
|
730,032 |
|
|
617,668 |
Property, plant and equipment,
net |
|
472,315 |
|
|
392,569 |
Goodwill |
|
1,033,078 |
|
|
994,007 |
Other intangible assets,
net |
|
805,174 |
|
|
779,598 |
Deferred income taxes |
|
6,782 |
|
|
7,001 |
Operating lease assets |
|
78,624 |
|
|
81,319 |
Financing lease assets |
|
17,205 |
|
|
11,675 |
Other long-term assets |
|
24,439 |
|
|
22,407 |
Noncurrent assets of
discontinued operations held for sale |
|
— |
|
|
36,409 |
Total assets |
$ |
3,167,649 |
|
$ |
2,942,653 |
LIABILITIES AND
STOCKHOLDERS’ EQUITY |
|
|
|
Current liabilities: |
|
|
|
Current portion of long-term debt |
$ |
5,000 |
|
$ |
— |
Accounts payable |
|
116,837 |
|
|
118,258 |
Income taxes payable |
|
571 |
|
|
3,896 |
Operating lease liabilities |
|
8,883 |
|
|
8,564 |
Accrued expenses and other current liabilities |
|
86,138 |
|
|
86,748 |
Current liabilities of discontinued operations held for sale |
|
4,969 |
|
|
3,503 |
Total current liabilities |
|
222,398 |
|
|
220,969 |
Long-term debt |
|
1,074,339 |
|
|
959,925 |
Deferred income taxes |
|
143,236 |
|
|
143,552 |
Operating lease
liabilities |
|
69,115 |
|
|
72,126 |
Financing lease
liabilities |
|
13,996 |
|
|
10,272 |
Other long-term
liabilities |
|
23,379 |
|
|
14,303 |
Noncurrent liabilities of
discontinued operations held for sale |
|
— |
|
|
2,464 |
Total liabilities |
|
1,546,463 |
|
|
1,423,611 |
Stockholders’ equity: |
|
|
|
Common stock |
|
34 |
|
|
33 |
Additional paid-in capital |
|
736,125 |
|
|
727,435 |
Retained earnings |
|
858,544 |
|
|
771,351 |
Accumulated other comprehensive income |
|
26,483 |
|
|
20,223 |
Total stockholders’ equity |
|
1,621,186 |
|
|
1,519,042 |
Total liabilities and stockholders’ equity |
$ |
3,167,649 |
|
$ |
2,942,653 |
Condensed
Consolidated Statements of Operations - Unaudited |
|
|
|
|
(in thousands, except per
share data) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 27,2024 |
|
September 29,2023 |
|
September 27,2024 |
|
September 29,2023 |
Sales |
$ |
431,417 |
|
|
$ |
396,803 |
|
|
$ |
1,267,099 |
|
|
$ |
1,151,152 |
Cost of sales |
|
314,849 |
|
|
|
291,813 |
|
|
|
924,881 |
|
|
|
850,827 |
Gross profit |
|
116,568 |
|
|
|
104,990 |
|
|
|
342,218 |
|
|
|
300,325 |
Operating expenses: |
|
|
|
|
|
|
|
Selling, general and administrative |
|
44,820 |
|
|
|
41,444 |
|
|
|
137,734 |
|
|
|
127,875 |
Research, development and engineering |
|
11,923 |
|
|
|
14,068 |
|
|
|
42,811 |
|
|
|
48,917 |
Restructuring and other charges |
|
1,814 |
|
|
|
702 |
|
|
|
10,467 |
|
|
|
3,742 |
Total operating expenses |
|
58,557 |
|
|
|
56,214 |
|
|
|
191,012 |
|
|
|
180,534 |
Operating income |
|
58,011 |
|
|
|
48,776 |
|
|
|
151,206 |
|
|
|
119,791 |
Interest expense |
|
14,577 |
|
|
|
11,493 |
|
|
|
43,140 |
|
|
|
39,221 |
(Gain) loss on equity
investments |
|
(906 |
) |
|
|
3,451 |
|
|
|
(2,035 |
) |
|
|
3,472 |
Other loss, net |
|
916 |
|
|
|
580 |
|
|
|
1,796 |
|
|
|
1,699 |
Income from continuing
operations before taxes |
|
43,424 |
|
|
|
33,252 |
|
|
|
108,305 |
|
|
|
75,399 |
Provision for income
taxes |
|
7,142 |
|
|
|
5,078 |
|
|
|
20,225 |
|
|
|
13,069 |
Income from continuing operations |
|
36,282 |
|
|
|
28,174 |
|
|
|
88,080 |
|
|
|
62,330 |
Income (loss) from discontinued operations, net of tax |
|
(843 |
) |
|
|
(917 |
) |
|
|
(887 |
) |
|
|
1,963 |
Net income |
$ |
35,439 |
|
|
$ |
27,257 |
|
|
$ |
87,193 |
|
|
$ |
64,293 |
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
Income from continuing operations |
$ |
1.08 |
|
|
$ |
0.84 |
|
|
$ |
2.62 |
|
|
$ |
1.87 |
Income (loss) from discontinued operations |
$ |
(0.03 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.03 |
) |
|
$ |
0.06 |
Basic earnings per share |
$ |
1.05 |
|
|
$ |
0.82 |
|
|
$ |
2.60 |
|
|
$ |
1.93 |
|
|
|
|
|
|
|
|
Diluted earnings per
share: |
|
|
|
|
|
|
|
Income from continuing operations |
$ |
1.01 |
|
|
$ |
0.83 |
|
|
$ |
2.49 |
|
|
$ |
1.85 |
Income (loss) from discontinued operations |
$ |
(0.02 |
) |
|
$ |
(0.03 |
) |
|
$ |
(0.03 |
) |
|
$ |
0.06 |
Diluted earnings per share |
$ |
0.99 |
|
|
$ |
0.81 |
|
|
$ |
2.46 |
|
|
$ |
1.91 |
|
|
|
|
|
|
|
|
Weighted average shares
outstanding: |
|
|
|
|
|
|
|
Basic |
|
33,656 |
|
|
|
33,346 |
|
|
|
33,579 |
|
|
|
33,305 |
Diluted |
|
35,791 |
|
|
|
33,774 |
|
|
|
35,441 |
|
|
|
33,679 |
Condensed
Consolidated Statements of Cash Flows - Unaudited
(a) |
(in
thousands) |
|
|
|
Nine Months Ended |
|
September 27,2024 |
|
September 29,2023 |
Cash flows from
operating activities: |
|
|
|
Net income |
$ |
87,193 |
|
|
$ |
64,293 |
|
Adjustments to reconcile net
income to net cash provided by operating activities: |
|
|
|
Depreciation and amortization |
|
82,104 |
|
|
|
73,116 |
|
Debt related charges included in interest expense |
|
2,962 |
|
|
|
7,126 |
|
Inventory step-up amortization |
|
1,056 |
|
|
|
— |
|
Stock-based compensation |
|
18,729 |
|
|
|
17,099 |
|
Non-cash lease expense |
|
6,928 |
|
|
|
8,124 |
|
Non-cash (gain) loss on equity investments |
|
(2,035 |
) |
|
|
3,472 |
|
Contingent consideration fair value adjustment |
|
— |
|
|
|
(526 |
) |
Other non-cash (gains) losses |
|
4,433 |
|
|
|
(734 |
) |
Deferred income taxes |
|
— |
|
|
|
(5 |
) |
Changes in operating assets
and liabilities, net of acquisition: |
|
|
|
Accounts receivable |
|
(4,888 |
) |
|
|
(58 |
) |
Inventories |
|
(31,515 |
) |
|
|
(25,785 |
) |
Prepaid expenses and other assets |
|
(495 |
) |
|
|
(1,473 |
) |
Contract assets |
|
(13,159 |
) |
|
|
(14,863 |
) |
Accounts payable |
|
4,295 |
|
|
|
(869 |
) |
Accrued expenses and other liabilities |
|
(5,355 |
) |
|
|
7,401 |
|
Income taxes payable |
|
(8,279 |
) |
|
|
(11,692 |
) |
Net cash provided by operating activities |
|
141,974 |
|
|
|
124,626 |
|
Cash flows from
investing activities: |
|
|
|
Acquisition of property, plant
and equipment |
|
(86,267 |
) |
|
|
(82,885 |
) |
Purchase of intangible
asset |
|
(250 |
) |
|
|
— |
|
Proceeds from sale of
property, plant and equipment |
|
30 |
|
|
|
100 |
|
Acquisitions, net |
|
(138,544 |
) |
|
|
— |
|
Net cash used in investing activities |
|
(225,031 |
) |
|
|
(82,785 |
) |
Cash flows from
financing activities: |
|
|
|
Principal payments of
long-term debt |
|
(2 |
) |
|
|
(415,938 |
) |
Proceeds from issuance of
convertible notes, net of discount |
|
— |
|
|
|
486,250 |
|
Proceeds from revolving credit
facility |
|
234,500 |
|
|
|
294,603 |
|
Payments of revolving credit
facility |
|
(117,500 |
) |
|
|
(353,993 |
) |
Purchase of capped calls |
|
— |
|
|
|
(35,000 |
) |
Payment of debt issuance
costs |
|
(2,071 |
) |
|
|
(2,181 |
) |
Proceeds from the exercise of
stock options |
|
742 |
|
|
|
2,303 |
|
Tax withholdings related to
net share settlements of restricted stock unit awards |
|
(10,773 |
) |
|
|
(3,067 |
) |
Contingent consideration
payments |
|
— |
|
|
|
(7,660 |
) |
Principal payments on finance
leases |
|
(9,772 |
) |
|
|
(854 |
) |
Other financing
activities |
|
501 |
|
|
|
— |
|
Net cash provided by (used in) financing activities |
|
95,625 |
|
|
|
(35,537 |
) |
Effect of foreign currency
exchange rates on cash and cash equivalents |
|
(668 |
) |
|
|
1,566 |
|
Net increase in cash and cash
equivalents |
|
11,900 |
|
|
|
7,870 |
|
Cash and cash equivalents,
beginning of period |
|
23,674 |
|
|
|
24,272 |
|
Cash and cash equivalents, end
of period |
$ |
35,574 |
|
|
$ |
32,142 |
|
(a) |
The Condensed Consolidated Statements of Cash Flows - Unaudited
includes cash flows related to discontinued operations. |
Table A: Adjusted Net Income and Diluted EPS from
Continuing Operations Reconciliations(in thousands, except
per share amounts)
|
Three Months Ended |
|
September 27, 2024 |
|
September 29, 2023 |
|
Pre-Tax |
|
Net of Tax |
|
PerDilutedShare(a) |
|
Pre-Tax |
|
Net of Tax |
|
PerDilutedShare(a) |
Income from continuing operations (GAAP) |
$ |
43,424 |
|
|
$ |
36,282 |
|
|
$ |
1.01 |
|
|
$ |
33,252 |
|
$ |
28,174 |
|
$ |
0.83 |
Adjustments(b): |
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
13,626 |
|
|
|
10,972 |
|
|
|
0.32 |
|
|
|
13,021 |
|
|
10,292 |
|
|
0.30 |
Certain legal expenses (SG&A)(c) |
|
481 |
|
|
|
381 |
|
|
|
0.01 |
|
|
|
— |
|
|
— |
|
|
— |
Restructuring and restructuring-related charges(d) |
|
1,916 |
|
|
|
1,467 |
|
|
|
0.04 |
|
|
|
470 |
|
|
444 |
|
|
0.01 |
Acquisition and integration costs(e) |
|
1,017 |
|
|
|
800 |
|
|
|
0.02 |
|
|
|
777 |
|
|
580 |
|
|
0.02 |
Other general expenses(f) |
|
83 |
|
|
|
76 |
|
|
|
— |
|
|
|
28 |
|
|
28 |
|
|
— |
(Gain) loss on equity investments(g) |
|
(906 |
) |
|
|
(716 |
) |
|
|
(0.02 |
) |
|
|
3,451 |
|
|
2,726 |
|
|
0.08 |
Loss on extinguishment of debt(h) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
87 |
|
|
68 |
|
|
— |
Medical device regulations(i) |
|
209 |
|
|
|
165 |
|
|
|
— |
|
|
|
205 |
|
|
164 |
|
|
— |
Other adjustments(j) |
|
304 |
|
|
|
240 |
|
|
|
0.01 |
|
|
|
1,319 |
|
|
1,042 |
|
|
0.03 |
Tax adjustments(k) |
|
— |
|
|
|
165 |
|
|
|
— |
|
|
|
— |
|
|
120 |
|
|
— |
Impact of capped call option contracts |
|
— |
|
|
|
— |
|
|
|
0.03 |
|
|
|
— |
|
|
— |
|
|
— |
Adjusted net income
(non-GAAP) |
$ |
60,154 |
|
|
$ |
49,832 |
|
|
$ |
1.43 |
|
|
$ |
52,610 |
|
$ |
43,638 |
|
$ |
1.29 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares for
diluted EPS (GAAP) |
|
|
|
35,791 |
|
|
|
|
|
|
|
33,774 |
|
|
Less: 2028 Convertible Notes
capped call options impact |
|
|
|
(1,003 |
) |
|
|
|
|
|
|
— |
|
|
Adjusted weighted average
shares (non-GAAP) |
|
|
|
34,788 |
|
|
|
|
|
|
|
33,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
September 27, 2024 |
|
September 29, 2023 |
|
Pre-Tax |
|
Net of Tax |
|
PerDilutedShare(a) |
|
Pre-Tax |
|
Net of Tax |
|
PerDilutedShare(a) |
Income from continuing
operations (GAAP) |
$ |
108,305 |
|
|
$ |
88,080 |
|
|
$ |
2.49 |
|
|
$ |
75,399 |
|
$ |
62,330 |
|
$ |
1.85 |
Adjustments(b): |
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangible assets |
|
40,586 |
|
|
|
32,668 |
|
|
|
0.95 |
|
|
|
38,884 |
|
|
30,735 |
|
|
0.91 |
Certain legal expenses (SG&A)(c) |
|
835 |
|
|
|
660 |
|
|
|
0.02 |
|
|
|
— |
|
|
— |
|
|
— |
Restructuring and restructuring-related charges(d) |
|
5,738 |
|
|
|
4,569 |
|
|
|
0.13 |
|
|
|
5,162 |
|
|
4,120 |
|
|
0.12 |
Acquisition and integration costs(e) |
|
8,408 |
|
|
|
6,658 |
|
|
|
0.19 |
|
|
|
1,715 |
|
|
1,282 |
|
|
0.04 |
Other general expenses(f) |
|
(972 |
) |
|
|
(653 |
) |
|
|
(0.02 |
) |
|
|
137 |
|
|
107 |
|
|
— |
(Gain) loss on equity investments(g) |
|
(2,035 |
) |
|
|
(1,608 |
) |
|
|
(0.05 |
) |
|
|
3,472 |
|
|
2,743 |
|
|
0.08 |
Loss on extinguishment of debt(h) |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
4,518 |
|
|
3,569 |
|
|
0.11 |
Medical device regulations(i) |
|
762 |
|
|
|
602 |
|
|
|
0.02 |
|
|
|
1,241 |
|
|
981 |
|
|
0.03 |
Other adjustments(j) |
|
1,048 |
|
|
|
828 |
|
|
|
0.02 |
|
|
|
2,228 |
|
|
1,760 |
|
|
0.05 |
Inventory step-up amortization (COS)(l) |
|
1,056 |
|
|
|
834 |
|
|
|
0.02 |
|
|
|
— |
|
|
— |
|
|
— |
Tax adjustments(k) |
|
— |
|
|
|
545 |
|
|
|
0.02 |
|
|
|
— |
|
|
249 |
|
|
0.01 |
Impact of capped call option contracts |
|
— |
|
|
|
— |
|
|
|
0.07 |
|
|
|
— |
|
|
— |
|
|
— |
Adjusted net income
(Non-GAAP) |
$ |
163,731 |
|
|
$ |
133,183 |
|
|
$ |
3.87 |
|
|
$ |
132,756 |
|
$ |
107,876 |
|
$ |
3.20 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares for
diluted EPS (GAAP) |
|
|
|
35,441 |
|
|
|
|
|
|
|
33,679 |
|
|
Less: 2028 Convertible Notes
capped call options impact |
|
|
|
(1,027 |
) |
|
|
|
|
|
|
— |
|
|
Adjusted weighted average
shares (non-GAAP) |
|
|
|
34,414 |
|
|
|
|
|
|
|
33,679 |
|
|
(a) |
Income from continuing operations (GAAP) per diluted share amounts
are calculated in accordance with GAAP using weighted average
shares for diluted EPS. The per share amounts for the adjustments
in the table above and adjusted net income are calculated using
adjusted weighted average shares. |
(b) |
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%. |
(c) |
Certain legal expenses associated
with non-ordinary course legal matters. |
(d) |
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. |
(e) |
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. |
(f) |
Other general expenses are
discrete transactions occurring sporadically and affect
period-over-period comparisons. The expenses for the 2024 and 2023
periods include gains and losses in connection with the disposal of
property, plant and equipment. In addition, during the second
quarter of 2024, we recorded $1.2 million of loss recoveries
relating to property damage which occurred in the fourth quarter of
2023 at one of our manufacturing facilities. |
(g) |
Amounts reflect our share of
equity method investee (gains) losses including unrealized
appreciation/depreciation of the underlying interests of the
investee. |
(h) |
Loss on extinguishment of debt
consists of accelerated write-offs of unamortized deferred debt
issuance costs and discounts, which are included in interest
expense. The 2023 amount represents a write-off of unamortized
deferred debt issuance costs and discounts in connection with the
amendments to the credit agreement governing our credit facilities,
prepayments of portions of the Term Loan A Facility, and repayment
in full of the Term Loan B Facility. |
(i) |
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. |
(j) |
Amount primarily relates to costs
associated with certain formal strategic projects. Strategic
projects primarily involve system reconfiguration to support our
manufacturing excellence operational strategic imperative and
investments in certain technology and platform development to align
our capabilities to meet customer needs. |
(k) |
Tax adjustments predominately
relate to acquired foreign tax credits, including utilization,
changes to uncertain tax benefits and associated interest. |
(l) |
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. |
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 |
|
September 27,2024 |
|
September 29,2023 |
|
September 27,2024 |
|
September 29,2023 |
Operating income (GAAP) |
$ |
58,011 |
|
$ |
48,776 |
|
$ |
151,206 |
|
|
$ |
119,791 |
Adjustments: |
|
|
|
|
|
|
|
Amortization of intangible assets |
|
13,626 |
|
|
13,021 |
|
|
40,586 |
|
|
|
38,884 |
Certain legal expenses |
|
481 |
|
|
— |
|
|
835 |
|
|
|
— |
Restructuring and restructuring-related charges |
|
1,916 |
|
|
470 |
|
|
5,738 |
|
|
|
5,162 |
Acquisition and integration costs |
|
1,017 |
|
|
777 |
|
|
8,408 |
|
|
|
1,715 |
Other general expenses |
|
83 |
|
|
28 |
|
|
(972 |
) |
|
|
137 |
Medical device regulations |
|
209 |
|
|
205 |
|
|
762 |
|
|
|
1,241 |
Other adjustments |
|
304 |
|
|
1,319 |
|
|
1,048 |
|
|
|
2,228 |
Inventory step-up amortization |
|
— |
|
|
— |
|
|
1,056 |
|
|
|
— |
Adjusted operating income
(non-GAAP) |
$ |
75,647 |
|
$ |
64,596 |
|
$ |
208,667 |
|
|
$ |
169,158 |
Table C: EBITDA Reconciliations(in
thousands)
|
Three Months Ended |
|
Nine Months Ended |
|
September 27,2024 |
|
September 29,2023 |
|
September 27,2024 |
|
September 29,2023 |
Income from continuing operations (GAAP) |
$ |
36,282 |
|
|
$ |
28,174 |
|
$ |
88,080 |
|
|
$ |
62,330 |
|
|
|
|
|
|
|
|
Interest expense |
|
14,577 |
|
|
|
11,493 |
|
|
43,140 |
|
|
|
39,221 |
Provision for income
taxes |
|
7,142 |
|
|
|
5,078 |
|
|
20,225 |
|
|
|
13,069 |
Depreciation(a) |
|
14,025 |
|
|
|
10,836 |
|
|
38,424 |
|
|
|
32,337 |
Amortization of intangible
assets and financing leases |
|
14,320 |
|
|
|
13,363 |
|
|
42,356 |
|
|
|
39,882 |
EBITDA (non-GAAP) |
|
86,346 |
|
|
|
68,944 |
|
|
232,225 |
|
|
|
186,839 |
Stock-based
compensation(a) |
|
6,076 |
|
|
|
5,487 |
|
|
18,532 |
|
|
|
16,875 |
Certain legal expenses |
|
481 |
|
|
|
— |
|
|
835 |
|
|
|
— |
Restructuring and
restructuring-related charges |
|
1,916 |
|
|
|
470 |
|
|
5,738 |
|
|
|
5,162 |
Acquisition and integration
costs |
|
1,017 |
|
|
|
777 |
|
|
8,408 |
|
|
|
1,715 |
Other general expenses |
|
83 |
|
|
|
28 |
|
|
(972 |
) |
|
|
137 |
(Gain) loss on equity
investments |
|
(906 |
) |
|
|
3,451 |
|
|
(2,035 |
) |
|
|
3,472 |
Medical device
regulations |
|
209 |
|
|
|
205 |
|
|
762 |
|
|
|
1,241 |
Other adjustments |
|
304 |
|
|
|
1,319 |
|
|
1,048 |
|
|
|
2,228 |
Inventory step-up
amortization |
|
— |
|
|
|
— |
|
|
1,056 |
|
|
|
— |
Adjusted EBITDA
(non-GAAP) |
$ |
95,526 |
|
|
$ |
80,681 |
|
$ |
265,597 |
|
|
$ |
217,669 |
(a) |
Excludes amounts included in Restructuring and
restructuring-related charges. |
Table D: Organic Sales Change Reconciliation (%
Change)
|
GAAP Reported Growth |
|
Impact of Foreign
Currency(a) |
|
Impact of Strategic Exits and
Acquisitions(a) |
|
Non-GAAP Organic Change |
QTD Change
(3Q 2024 vs. 3Q
2023) |
|
|
|
|
|
|
|
Product Line |
|
|
|
|
|
|
|
Cardio & Vascular |
12.6% |
|
0.1% |
|
6.3% |
|
6.2% |
Cardiac Rhythm Management & Neuromodulation |
3.1% |
|
—% |
|
0.9% |
|
2.2% |
Advanced Surgical, Orthopedics & Portable Medical |
11.6% |
|
—% |
|
12.6% |
|
(1.0)% |
Total Sales |
8.7% |
|
0.1% |
|
4.3% |
|
4.3% |
|
|
|
|
|
|
|
|
YTD Change
(9M 2024 vs. 9M
2023) |
|
|
|
|
|
|
|
Product Line |
|
|
|
|
|
|
|
Cardio & Vascular |
13.1% |
|
0.1% |
|
6.6% |
|
6.5% |
Cardiac Rhythm Management & Neuromodulation |
6.6% |
|
—% |
|
0.9% |
|
5.7% |
Advanced Surgical, Orthopedics & Portable Medical |
6.3% |
|
—% |
|
(0.2)% |
|
6.5% |
Total Sales |
10.1% |
|
—% |
|
3.9% |
|
6.2% |
(a) |
Sales growth has been adjusted to exclude the impact of foreign
currency exchange rate fluctuations and acquisitions and strategic
exits. |
Table E: Net Total Debt Reconciliation(in
thousands)
|
September 27,2024 |
|
December 31,2023 |
Total debt |
$ |
1,079,339 |
|
$ |
959,925 |
Add: Debt discounts and
deferred issuance costs included in Total debt |
|
11,659 |
|
|
14,075 |
Total principal amount of debt
outstanding |
|
1,090,998 |
|
|
974,000 |
LESS: Cash and cash
equivalents |
|
35,574 |
|
|
23,674 |
Net Total Debt (Non-GAAP) |
$ |
1,055,424 |
|
$ |
950,326 |
Integer (NYSE:ITGR)
過去 株価チャート
から 11 2024 まで 12 2024
Integer (NYSE:ITGR)
過去 株価チャート
から 12 2023 まで 12 2024