Form 8-K
0001114483 False 0001114483 2022-02-17 2022-02-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  February 17, 2022

_______________________________

INTEGER HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)

_______________________________

Delaware1-1613716-1531026
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

5830 Granite Parkway, Suite 1150

Plano, Texas 75024

(Address of Principal Executive Offices) (Zip Code)

(214) 618-5243

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareITGRNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On February 17, 2022, Integer Holdings Corporation (the “Company”) issued a press release announcing its results for the fourth quarter and year ended December 31, 2021. A copy of the release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this Item 2.02.

The information contained in this report under Item 2.02 and Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this report under Item 2.02 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The Company has updated its Earnings Conference Call slide presentation for the fourth quarter and year ended December 31, 2021, and will make it available on the Company's website at www.integer.net, under “Investor Relations - News & Events”. The slide presentation will be referenced during the Company’s earnings conference call. The information found on, or otherwise accessible through, the Company's website is not incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description of Exhibit
   
99.1 Press Release dated February 17, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 INTEGER HOLDINGS CORPORATION
   
  
Date: February 17, 2022By: /s/ Jason K. Garland        
  Jason K. Garland
  Executive Vice President and Chief Financial Officer
  

 

EXHIBIT 99.1

Integer Holdings Corporation Reports Results for Fourth Quarter and Full Year 2021

~ Strong 4Q and Full Year sales and profit increase versus last year ~
~ Completed acquisition of Oscor Inc. ~
~ Generated $157 million cash flow from operations in the full year ~

PLANO, Texas, Feb. 17, 2022 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR), a leading medical device outsource manufacturer, today announced results for the three and twelve months ended December 31, 2021. Unless otherwise stated, all results and comparisons are from continuing operations and include the results of operations from Oscor for the period December 1, 2021 through December 31, 2021.

Fourth Quarter 2021 Financial Results (compared to fourth quarter 2020, except as noted)

Full Year 2021 Financial Results (compared to full year 2020)

“Integer delivered strong year-over-year financial results in the fourth quarter and full year 2021 despite a challenging labor and supply chain environment. Looking forward to 2022, we expect our year-over-year sales and profit growth to increase throughout the year. The growth will come from the execution of our strategy as well as the integration of Oscor, which is well underway,” said Joseph Dziedzic, Integer’s president and CEO.

Mr. Dziedzic continued, “During 2021 we protected our associates, delivered for our customers and patients, strengthened our culture, and remained focused on executing our strategy. Integer’s unique position is enabling us to serve our customers through all phases of their products’ lifecycles. Our customers are rewarding us with more development programs in high-growth markets, in support of their product roadmaps. We are confident that our structured and disciplined product line strategy process combined with our targeted investments in high-growth markets will drive sustained above-market growth.”

Discussion of Product Line Fourth Quarter and Full Year Sales

2022 Outlook(a)

(dollars in millions, except per share amounts)

  GAAP Non-GAAP(b)
  As Reported Change Adjusted Change
Sales $1,340 to $1,365 10% to 12% $1,340 to $1,365 10% to 12%
Operating income $132 to $144 (3)% to 6% $201 to $213 7% to 14%
EBITDA N/A N/A $270 to $282 11% to 16%
Net income $91 to $101 (2)% to 9% $146 to $156 7% to 15%
Earnings per Diluted Share $2.72 to $3.02 (3)% to 8% $4.35 to $4.65 7% to 14%

(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, and free cash flow, included in our “2022 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 2022 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 $69 million, pre-tax. Adjusted net income and Adjusted EPS for 2022 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 $70 million, pre-tax. The after-tax impact of these items is estimated to be approximately $55 million, or approximately $1.63 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 $124 to $126 million.

Supplemental Financial Information
(dollars in millions)

 2022
Outlook
 2021
Actual
 
Capital expenditures, net$65 - $75 $53 
Depreciation and amortization$90 - $100 $81 
Stock-based compensation$18 - $21 $16 
Other operating expense$10 - $15 $8 
Adjusted interest expense(a)$24 - $28 $28 
Adjusted effective tax rate(b)16.0% - 17.5% 15% 
Cash tax payments$15 - $20 $20 

(a) Adjusted interest expense refers to our expected full-year GAAP interest expense, expected to range from $25 million to $29 million for 2022, adjusted to remove the full-year impact of charges associated with the 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 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 December 31,
  2021  2020 Change
EBITDA from continuing operations(a)$48,529 $47,540 2.1%
Operating income$28,663 $27,593 3.9%
Income from continuing operations$20,001 $15,427 29.6%
Diluted EPS from continuing operations$0.60 $0.47 27.7%
      
Adjusted EBITDA(a)$58,469 $49,236 18.8%
Adjusted operating income(a)$44,019 $37,975 15.9%
Adjusted net income(a)$33,057 $23,424 41.1%
Adjusted EPS(a)$0.99 $0.71 39.4%
      
 Year Ended December 31,
  2021  2020 Change
EBITDA from continuing operations(a)$214,060 $203,751 5.1%
Operating income$135,711 $120,612 12.5%
Income from continuing operations$93,020 $77,258 20.4%
Diluted EPS from continuing operations$2.80 $2.33 20.2%
      
Adjusted EBITDA(a)$242,983 $189,616 28.1%
Adjusted operating income(a)$187,175 $143,782 30.2%
Adjusted net income(a)$135,550 $91,849 47.6%
Adjusted EPS(a)$4.08 $2.77 47.3%

(a) EBITDA from continuing operations, 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 December 31,
  2021  2020 Change Organic
Change
(a)
Medical Sales       
Cardio & Vascular$163,381 $137,063 19.2% 17.6%
Cardiac & Neuromodulation 111,869  93,838 19.2% 17.3%
Advanced Surgical, Orthopedics & Portable Medical 26,664  29,747 (10.4)% (10.4)%
Total Medical Sales 301,914  260,648 15.8% 14.3%
Non-Medical Sales 11,101  8,311 33.6% 33.6%
Total Sales$313,015 $268,959 16.4% 14.9%
        
 Year Ended December 31,
  2021  2020  Change Organic
Change
(a)
Medical Sales       
Cardio & Vascular$626,013 $569,948 9.8% 9.0%
Cardiac & Neuromodulation 446,569  346,242 29.0% 28.5%
Advanced Surgical, Orthopedics & Portable Medical 110,044  121,788 (9.6)% (9.6)%
Total Medical Sales 1,182,626  1,037,978 13.9% 13.3%
Non-Medical Sales 38,453  35,464 8.4% 8.4%
Total Sales$1,221,079 $1,073,442 13.8% 13.2%

(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, February 17, 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
SVP, Investor Relations
716.759.5809
[email protected]

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, all from continuing operations. Adjusted net income and adjusted EPS consist of GAAP amounts from continuing operations 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 from continuing operations, depreciation and amortization expense, 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 (ii), (ix), (x) and (xi). Adjusted operating income consists of operating income from continuing operations 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 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, free cash flow 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; our ability to execute our business model and our business strategy, including completion and integration of current or future acquisition targets; 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:

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)
  
 December 31,
2021
 December 31,
2020
ASSETS   
Current assets:   
Cash and cash equivalents$17,885 $49,206
Accounts receivable, net 182,310  156,207
Inventories 155,699  149,323
Refundable income taxes 4,735  2,087
Contract assets 64,743  40,218
Prepaid expenses and other current assets 27,610  15,896
Total current assets 452,982  412,937
Property, plant and equipment, net 277,099  253,964
Goodwill 924,704  859,442
Other intangible assets, net 807,810  757,224
Deferred income taxes 5,711  4,398
Operating lease assets 70,053  45,153
Other long-term assets 43,856  38,739
Total assets$2,582,215 $2,371,857
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities:   
Current portion of long-term debt$15,250 $37,500
Accounts payable 76,859  51,570
Income taxes payable 725  1,847
Operating lease liabilities 9,862  8,431
Accrued expenses and other current liabilities 56,933  56,843
Total current liabilities 159,629  156,191
Long-term debt 812,876  693,758
Deferred income taxes 171,505  182,304
Operating lease liabilities 59,767  37,861
Other long-term liabilities 23,741  30,688
Total liabilities 1,227,518  1,100,802
Stockholders’ equity:   
Common stock 33  33
Additional paid-in capital 713,150  700,814
Retained earnings 614,324  517,516
Accumulated other comprehensive income 27,190  52,692
Total stockholders’ equity 1,354,697  1,271,055
Total liabilities and stockholders’ equity$2,582,215 $2,371,857


     
Condensed Consolidated Statements of Operations - Unaudited    
(in thousands except per share data)       
    
 Three Months Ended
December 31,
 Year Ended
December 31,
  2021   2020   2021   2020 
Sales$313,015  $268,959  $1,221,079  $1,073,442 
Cost of sales 231,149   195,750   884,109   787,735 
Gross profit 81,866   73,209   336,970   285,707 
Operating expenses:       
Selling, general and administrative (SG&A) 36,268   35,037   141,418   109,006 
Research, development and engineering 12,736   10,589   51,985   48,468 
Other operating expenses (OOE) 4,199   (10)  7,856   7,621 
Total operating expenses 53,203   45,616   201,259   165,095 
Operating income 28,663   27,593   135,711   120,612 
Interest expense 5,511   9,218   31,628   38,220 
(Gain) loss on equity investments, net 1,276   (1,383)  3,143   (5,337)
Other (income) loss, net (252)  1,755   (123)  1,522 
Income from continuing operations before income taxes 22,128   18,003   101,063   86,207 
Provision for income taxes 2,127   2,576   8,043   8,949 
Income from continuing operations$20,001  $15,427  $93,020  $77,258 
        
Discontinued operations:       
Income from discontinued operations before taxes 4,931      4,931    
Provision for income taxes 1,143      1,143    
Income from discontinued operations$3,788  $  $3,788  $ 
        
Net income$23,789  $15,427  $96,808  $77,258 
        
Basic earnings per share:       
Income from continuing operations$0.61  $0.47  $2.82  $2.35 
Income from discontinued operations$0.11  $  $0.11  $ 
Basic earnings per share$0.72  $0.47  $2.93  $2.35 
        
Diluted earnings per share:       
Income from continuing operations$0.60  $0.47  $2.80  $2.33 
Income from discontinued operations$0.11  $  $0.11  $ 
Diluted earnings per share$0.71  $0.47  $2.91  $2.33 
        
Weighted average shares outstanding:       
Basic 33,023   32,880   32,993   32,845 
Diluted 33,280   33,129   33,258   33,113 


 
Condensed Consolidated Statements of Cash Flows(a) - Unaudited
(in thousands)
 Year Ended December 31,
  2021   2020 
Cash flows from operating activities:   
Net income$96,808  $77,258 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization 81,369   79,324 
Debt related charges included in interest expense 6,954   4,774 
Stock-based compensation 16,185   9,163 
Non-cash (gains) charges related to customer bankruptcy (348)  554 
Non-cash lease expense 8,235   7,810 
Non-cash (gain) loss on equity investments 3,143   (5,337)
Contingent consideration fair value adjustment 133   (2,000)
Other non-cash losses 2,202   600 
Deferred income taxes (10,270)  (6,966)
Changes in operating assets and liabilities, net of acquisitions:   
Accounts receivable (17,539)  38,153 
Inventories 4,700   18,441 
Prepaid expenses and other assets (2,409)  (864)
Contract assets (24,923)  (15,451)
Accounts payable 19,525   (9,055)
Accrued expenses and other liabilities (22,984)  (10,721)
Income taxes payable (4,115)  (4,342)
     Net cash provided by operating activities 156,666   181,341 
Cash flows from investing activities:   
Acquisition of property, plant and equipment (53,463)  (46,832)
Purchase of intangible asset    (4,607)
Proceeds from sale of property, plant and equipment 443   82 
Acquisitions, net (217,978)  (5,219)
     Net cash used in investing activities (270,998)  (56,576)
Cash flows from financing activities:   
Principal payments of term loans (741,786)  (87,500)
Proceeds from issuance of term loans 818,250    
Proceeds from revolving credit facility 82,300   185,000 
Payments of revolving credit facility (63,000)  (185,000)
Proceeds from the exercise of stock options 743   3,263 
Payment of debt issuance costs (8,139)  (515)
Tax withholdings related to net share settlements of restricted stock unit awards (4,592)  (3,820)
Contingent consideration payments (1,621)   
Principal payments on finance leases (169)  (6)
     Net cash provided by (used in) financing activities 81,986   (88,578)
Effect of foreign currency exchange rates on cash and cash equivalents 1,025   (516)
Net increase (decrease) in cash and cash equivalents (31,321)  35,671 
Cash and cash equivalents, beginning of year 49,206   13,535 
Cash and cash equivalents, end of year$17,885  $49,206 

(a) The Condensed Consolidated Statements of Cash Flows - Unaudited includes cash flows related to discontinued operations.


Reconciliations of Non-GAAP Financial Measures from Continuing Operations
Table A: Income from Continuing Operations and Diluted EPS Reconciliations
(dollars in thousands, except per share data)

 Three Months Ended December 31,
  2021   2020 
 Pre-Tax Net of
Tax
 Per
Diluted
Share
 Pre-Tax Net of
Tax
 Per
Diluted
Share
Income from continuing operations (GAAP)$22,128  $20,001  $0.60  $18,003  $15,427  $0.47 
Adjustments(a):           
Amortization of intangibles 10,524   8,323   0.25   10,237   8,095   0.24 
Certain legal expenses (SG&A)(b) 175   139      139   111    
Other operating expenses (OOE)(c) 4,199   3,332   0.10   (10)  235   0.01 
(Gain) loss on equity investments 1,276   1,008   0.03   (1,383)  (1,093)  (0.03)
Loss on extinguishment of debt          550   435   0.01 
Medical device regulations (COS)(d) 270   214   0.01          
Customer bankruptcy(e) (113)  (89)     16   13    
Inventory step-up amortization (COS) 301   266   0.01          
Tax adjustments(f)    (137)        201   0.01 
Adjusted net income (Non-GAAP)$38,760  $33,057  $0.99  $27,552  $23,424  $0.71 
            
Diluted weighted average shares for adjusted EPS   33,280       33,129   
            
 Year Ended December 31,
  2021   2020 
 Pre-Tax Net of
Tax
 Per
Diluted
Share
 Pre-Tax Net of
Tax
 Per
Diluted
Share
Income from continuing operations (GAAP)$101,063  $93,020  $2.80  $86,207  $77,258  $2.33 
Adjustments(a):           
Amortization of intangibles 41,597   32,898   0.99   41,131   32,520   0.98 
Certain legal expenses (gains) (SG&A)(b) 1,454   1,149   0.03   (26,811)  (21,180)  (0.64)
Other operating expenses (OOE)(c) 7,856   6,178   0.19   7,621   6,177   0.19 
(Gain) loss on equity investments 3,143   2,483   0.07   (5,337)  (4,216)  (0.13)
Loss on extinguishment of debt 3,774   2,981   0.09   550   435   0.01 
Medical device regulations (COS)(d) 744   588   0.02          
Customer bankruptcy(e) (488)  (385)  (0.01)  1,229   971   0.03 
Inventory step-up amortization (COS) 301   266   0.01          
Tax adjustments(f)    (3,628)  (0.11)     (116)   
Adjusted net income (Non-GAAP)$159,444  $135,550  $4.08  $104,590  $91,849  $2.77 
            
Diluted weighted average shares for adjusted EPS   33,258       33,113   

(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 full year 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) OOE 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. OOE for the fourth quarter and full year 2021 includes $2.0 million of acquisition costs related to the acquisition of Oscor. OOE for the fourth quarter and full year 2020 includes a $1.5 million adjustment to reduce the fair value of acquisition-related contingent consideration liabilities.

(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 benefits recognized from the utilization of previously reserved inventory and the 2020 amounts primarily consist of charges related to inventory recorded in cost of sales in our 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
December 31,
 Year Ended
December 31,
  2021   2020   2021   2020 
Operating income (GAAP)$28,663  $27,593  $135,711  $120,612 
Adjustments:       
Amortization of intangibles 10,524   10,237   41,597   41,131 
Certain legal expenses (gains) 175   139   1,454   (26,811)
Other operating expenses 4,199   (10)  7,856   7,621 
Medical device regulations 270      744    
Customer bankruptcy (113)  16   (488)  1,229 
Inventory step-up amortization 301      301    
Adjusted operating income (Non-GAAP)$44,019  $37,975  $187,175  $143,782 
 

Table C: EBITDA Reconciliations
(in thousands)

 Three Months Ended
December 31,
 Year Ended
December 31,
  2021   2020   2021   2020 
Income from continuing operations (GAAP)$20,001  $15,427  $93,020  $77,258 
        
Interest expense 5,511   9,218   31,628   38,220 
Provision for income taxes 2,127   2,576   8,043   8,949 
Depreciation 10,366   10,082   39,772   38,193 
Amortization of intangibles 10,524   10,237   41,597   41,131 
EBITDA from continuing operations (Non-GAAP) 48,529   47,540   214,060   203,751 
Certain legal expenses (gains) 175   139   1,454   (26,811)
Stock-based compensation (excluding OOE) 3,832   2,934   15,913   9,163 
Other operating expenses (OOE) 4,199   (10)  7,856   7,621 
(Gain) loss on equity investments 1,276   (1,383)  3,143   (5,337)
Medical device regulations 270      744    
Customer bankruptcy (113)  16   (488)  1,229 
Inventory step-up amortization 301      301    
Adjusted EBITDA (Non-GAAP)$58,469  $49,236  $242,983  $189,616 
 

Table D: Organic Sales Change Reconciliation (% Change)

 GAAP
Reported
Growth
 Impact of
Acquisitions
and Foreign
Currency
(a)
 Non-GAAP
Organic
Change
Quarter over Quarter Change (4Q 2021 vs. 4Q 2020)     
Medical Sales     
Cardio & Vascular19.2% (1.6)% 17.6%
Cardiac & Neuromodulation19.2% (1.9)% 17.3%
Advanced Surgical, Orthopedics & Portable Medical(10.4)% 
 (10.4)%
Total Medical Sales15.8% (1.5)% 14.3%
Non-Medical Sales33.6% 
 33.6%
Total Sales16.4% (1.5)% 14.9%
      
Year over Year Change (2021 vs. 2020)     
Medical Sales     
Cardio & Vascular9.8% (0.8)% 9.0%
Cardiac & Neuromodulation29.0% (0.5)% 28.5%
Advanced Surgical, Orthopedics & Portable Medical(9.6)% 
 (9.6)%
Total Medical Sales13.9% (0.6)% 13.3%
Non-Medical Sales8.4% 
 8.4%
Total Sales13.8% (0.6)% 13.2%

(a) Fourth quarter and full year 2021 and 2020 sales have been adjusted to exclude the contribution of business acquisitions and foreign currency exchange rate fluctuations.


Table E: Net Total Debt Reconciliation
(in thousands)

 December 31,
2021
 October 1,
2021
 December 31,
2020
Total debt 828,126  630,655  731,258
Add: Unamortized discount and deferred debt issuance costs 7,361  6,645  6,715
Total principal amount of debt outstanding 835,487  637,300  737,973
LESS: Cash and cash equivalents 17,885  25,472  49,206
Net Total Debt (Non-GAAP)$817,602 $611,828 $688,767