Integer Holdings Corp (Form: 10-Q, Received: 08/01/2019 16:29:20)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________________________________

FORM 10-Q

_____________________________________________________________



(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 28, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number 1-16137

_____________________________________________________________

INTEGER HOLDINGS CORPORATION

(Exact name of Registrant as specified in its charter)

_____________________________________________________________



Delaware		16-1531026
(State or other jurisdiction of incorporation or organization)		(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)

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



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	ITGR	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐

Smaller reporting company	☐	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the Company’s common stock, $0.001 par value per share, as of July 26, 2019 was: 32,646,373 shares.

INTEGER HOLDINGS CORPORATION

Form 10-Q

For the Quarterly Period Ended June 28, 2019

TABLE OF CONTENTS



		Page
PART I—FINANCIAL INFORMATION

ITEM 1.	Financial Statements	3

	Condensed Consolidated Balance Sheets (Unaudited)	3

	Condensed Consolidated Statements of Operations (Unaudited)	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows (Unaudited)	6

	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	7

	Notes to Condensed Consolidated Financial Statements (Unaudited)	8

ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	28

ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	45

ITEM 4.	Controls and Procedures	45

PART II—OTHER INFORMATION

ITEM 1.	Legal Proceedings	46

ITEM 1A.	Risk Factors	46

ITEM 6.	Exhibits	46

SIGNATURES		47

- 2 -

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)



(in thousands except share and per share data)	June 28, 2019			December 28, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	15,922		$	25,569
Accounts receivable, net of allowance for doubtful accounts of $0.6 million, respectively	217,732			185,501
Inventories	187,154			190,076
Prepaid expenses and other current assets	24,978			15,104
Total current assets	445,786			416,250
Property, plant and equipment, net	229,209			231,269
Goodwill	831,368			832,338
Other intangible assets, net	791,472			812,338
Deferred income taxes	4,099			3,937
Operating lease assets	44,793			—
Other long-term assets	26,926			30,549
Total assets	$	2,373,653		$	2,326,681
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	37,500		$	37,500
Accounts payable	73,120			57,187
Income taxes payable	12,034			9,393
Accrued expenses and other current liabilities	61,288			60,490
Total current liabilities	183,942			164,570
Long-term debt	825,438			888,007
Deferred income taxes	201,350			203,910
Operating lease liabilities	39,788			—
Other long-term liabilities	11,440			9,701
Total liabilities	1,261,958			1,266,188
Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 32,816,622 and 32,624,494 shares issued, respectively; 32,640,614 and 32,473,167 shares outstanding, respectively	33			33
Additional paid-in capital	697,648			691,083
Treasury stock, at cost, 176,008 and 151,327 shares, respectively	(10,565		)	(8,125		)
Retained earnings	398,648			344,498
Accumulated other comprehensive income	25,931			33,004
Total stockholders’ equity	1,111,695			1,060,493
Total liabilities and stockholders’ equity	$	2,373,653		$	2,326,681

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)



	Three Months Ended						Six Months Ended
(in thousands except per share data)	June 28, 2019			June 29, 2018			June 28, 2019			June 29, 2018
Sales	$	314,194		$	314,464		$	628,870		$	606,890
Cost of sales	217,210			215,699			443,276			424,593
Gross profit	96,984			98,765			185,594			182,297
Operating expenses:
Selling, general and administrative expenses	33,143			36,780			68,099			73,209
Research, development and engineering costs	11,396			12,935			22,991			26,211
Other operating expenses	3,108			4,692			5,998			8,476
Total operating expenses	47,647			54,407			97,088			107,896
Operating income	49,337			44,358			88,506			74,401
Interest expense	13,612			15,234			27,442			30,829
(Gain) loss on equity investments, net	1,611			(284		)	1,652			(5,254		)
Other income, net	(718		)	(2,387		)	(552		)	(1,427		)
Income from continuing operations before taxes	34,832			31,795			59,964			50,253
Provision for income taxes	6,610			8,739			10,376			14,113
Income from continuing operations	$	28,222		$	23,056		$	49,588		$	36,140

Discontinued operations:
Income (loss) from discontinued operations before taxes	4,930			(1,374		)	5,316			(7,623		)
Provision for income taxes	95			1,660			178			377
Income (loss) from discontinued operations	$	4,835		$	(3,034	)	$	5,138		$	(8,000	)

Net income	$	33,057		$	20,022		$	54,726		$	28,140

Basic earnings (loss) per share:
Income from continuing operations	$	0.87		$	0.72		$	1.52		$	1.13
Income (loss) from discontinued operations	0.15			(0.09		)	0.16			(0.25		)
Basic earnings per share	1.01			0.62			1.68			0.88

Diluted earnings (loss) per share:
Income from continuing operations	$	0.85		$	0.70		$	1.50		$	1.11
Income (loss) from discontinued operations	0.15			(0.09		)	0.16			(0.25		)
Diluted earnings per share	1.00			0.61			1.66			0.86

Weighted average shares outstanding:
Basic	32,621			32,038			32,579			31,970
Diluted	33,009			32,720			32,995			32,572

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)



	Three Months Ended						Six Months Ended
(in thousands)	June 28, 2019			June 29, 2018			June 28, 2019			June 29, 2018
Comprehensive Income (Loss)
Net income	$	33,057		$	20,022		$	54,726		$	28,140
Other comprehensive income (loss):
Foreign currency translation gain (loss)	4,510			(25,885		)	(2,328		)	(12,444		)
Change in fair value of cash flow hedges, net of tax	(4,043		)	(2,086		)	(4,745		)	1,323
Other comprehensive income (loss)	467			(27,971		)	(7,073		)	(11,121		)
Comprehensive income (loss)	$	33,524		$	(7,949	)	$	47,653		$	17,019

The accompanying notes are an integral part of these condensed consolidated financial statements.

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INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)



	Six Months Ended
(in thousands)	June 28, 2019			June 29, 2018
Cash flows from operating activities:
Net income	$	54,726		$	28,140
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	38,535			48,591
Debt related charges included in interest expense	3,676			5,083
Stock-based compensation	5,433			6,107
Non-cash (gain) loss on equity investments	1,652			(763		)
Other non-cash gains	(311		)	(2,307		)
Deferred income taxes	(1,126		)	8,894
Gain on sale of discontinued operations	(4,974		)	—
Changes in operating assets and liabilities:
Accounts receivable	(30,545		)	(11,306		)
Inventories	2,846			(20,948		)
Prepaid expenses and other assets	(12,942		)	3,306
Accounts payable	16,289			8,898
Accrued expenses and other liabilities	(8,593		)	(3,929		)
Income taxes payable	2,884			(2,547		)
Net cash provided by operating activities	67,550			67,219
Cash flows from investing activities:
Acquisition of property, plant and equipment	(15,506		)	(19,224		)
Proceeds from sale of property, plant and equipment	5			960
Purchase of equity investments	(327		)	(831		)
Proceeds from sale of discontinued operations	4,734			—
Net cash used in investing activities	(11,094		)	(19,095		)
Cash flows from financing activities:
Principal payments of long-term debt	(80,750		)	(75,062		)
Proceeds from issuance of long-term debt	15,000			—
Proceeds from the exercise of stock options	1,600			3,625
Payment of debt issuance and redemption costs	—			(688		)
Tax withholdings related to net share settlements of restricted stock unit awards	(2,123		)	(2,206		)
Other financing activities	—			(192		)
Net cash used in financing activities	(66,273		)	(74,523		)
Effect of foreign currency exchange rates on cash and cash equivalents	170			2,363
Net decrease in cash and cash equivalents	(9,647		)	(24,036		)
Cash and cash equivalents, beginning of period	25,569			44,096
Cash and cash equivalents, end of period	$	15,922		$	20,060

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 6 -

INTEGER HOLDINGS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)



	Three Months Ended						Six Months Ended
(in thousands)	June 28, 2019			June 29, 2018			June 28, 2019			June 29, 2018
Total equity, beginning balance	$	1,075,972		$	920,389		$	1,060,493		$	893,381

Common stock and additional paid-in capital
Balance, beginning of period	694,943			673,138			691,116			669,788
Stock awards exercised or vested	18			2,165			1,132			2,293
Stock-based compensation	2,720			2,885			5,433			6,107
Balance, end of period	697,681			678,188			697,681			678,188
Treasury stock
Balance, beginning of period	(10,026		)	(5,964		)	(8,125		)	(4,654		)
Treasury shares purchased	(782		)	(21		)	(2,905		)	(2,209		)
Treasury shares reissued	243			265			465			1,143
Balance, end of period	(10,565		)	(5,720		)	(10,565		)	(5,720		)
Retained earnings
Balance, beginning of period	365,591			184,186			344,498			176,068
Adoption of ASC 842 (Note 1)	—			—			(576		)	—
Net income	33,057			20,022			54,726			28,140
Balance, end of period	398,648			204,208			398,648			204,208
Accumulated other comprehensive income
Balance, beginning of period	25,464			69,029			33,004			52,179
Other comprehensive income (loss)	467			(27,971		)	(7,073		)	(11,121		)
Balance, end of period	25,931			41,058			25,931			41,058
Total equity, ending balance	$	1,111,695		$	917,734		$	1,111,695		$	917,734

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 7 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1.) BASIS OF PRESENTATION

Integer Holdings Corporation (together with its consolidated subsidiaries, “Integer” or the “Company”) is a publicly traded corporation listed on the New York Stock Exchange under the symbol “ITGR.” Integer is one of the largest medical device outsource manufacturers in the world serving the cardiac, neuromodulation, vascular, orthopedics, advanced surgical and portable medical markets. The Company provides innovative, high-quality medical technologies that enhance the lives of patients worldwide. In addition, it develops batteries for high-end niche applications in the energy, military, and environmental markets. The Company’s reportable segments are: (1) Medical and (2) Non-Medical. The Company’s customers include large multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries.

On May 3, 2018, the Company entered into a definitive agreement to sell the Advanced Surgical and Orthopedic product lines (the “AS&O Product Line”) within its Medical segment to Viant (formerly MedPlast, LLC), and on July 2, 2018 completed the sale. The results of operations of the AS&O Product Line are reported as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. The Condensed Consolidated Statements of Cash Flows includes cash flows related to the discontinued operations due to Integer’s centralized treasury and cash management processes, and, accordingly, cash flow amounts for discontinued operations are disclosed in Note 2 “Discontinued Operations and Divestiture.” All results and information in the condensed consolidated financial statements are presented as continuing operations and exclude the AS&O Product Line unless otherwise noted specifically as discontinued operations. Refer to Note 2 “Discontinued Operations and Divestiture” for additional information.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these financial statements do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. Intercompany transactions and balances have been fully eliminated in consolidation.

Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 28, 2018.

The Company utilizes a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31. The second quarter of 2019 and 2018 each contained 13 weeks and ended on June 28 and June 29, respectively. The Company’s 2019 fiscal year will end on January 3, 2020 and will be a fifty-three week period. Fiscal year 2018 ended on December 28, 2018 and was a fifty-two week period.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board ("FASB"). ASUs not yet adopted that are not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated result of operations, financial position and cash flows. With the exception of the accounting pronouncements adopted as discussed below, there have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2018, that are of significance, or potential significance, to the Company.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1.) BASIS OF PRESENTATION (Continued)

Recently Adopted Accounting Guidance

Adoption of ASC Topic 842

Effective December 29, 2018, the Company adopted ASC 842, Leases, which requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The Company elected to transition to ASC 842 using the option to not restate comparative periods and apply the standard as of the date of initial application. In addition, certain practical expedients were elected which permit the Company to not reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, and to not reassess initial direct costs for any existing leases. The Company also elected the practical expedient to not separate lease and non-lease components for all classes of underlying assets and the practical expedient related to land easements, allowing the Company to carry-forward its accounting treatment for land easements on existing agreements. The Company did not elect the practical expedient pertaining to the use of hindsight. The Company also made an accounting policy election to keep leases with an initial term of 12 months or less and no purchase option the Company is reasonably certain to exercise off the balance sheet for all classes of underlying assets.

As a result of the adoption of ASC 842, the Company recognized operating lease right-of-use assets of $40.9 million and lease liabilities of $43.4 million on December 29, 2018. The difference between the lease assets and lease liabilities primarily represents the existing prepaid rent assets, deferred rent liabilities, and tenant improvement allowances, along with a cumulative-effect adjustment to beginning retained earnings. The adoption of ASC 842 did not have a material impact on the Company’s Condensed Consolidated Statement of Operations and Condensed Consolidated Statement of Cash Flows for the periods presented.

Refer to Note 11 “Leases” for additional information on the Company’s leases.

Adoption of ASU 2017-12 and ASU 2018-16

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. ASU 2017-12 amends the designation and measurement guidance for qualifying hedging transactions and the presentation of hedge results in an entity’s financial statements. The new guidance removes the concept of separately measuring and reporting hedge ineffectiveness and requires a company to present the earnings effect of the hedging instrument, including any ineffectiveness, in the same income statement line item in which the earnings effect of the hedged item is reported.

ASU 2017-12 continues to allow an entity to exclude the time value of options and forward points from the assessment of hedge effectiveness. For excluded components in cash flow hedges, the base recognition model under this ASU is an amortization approach. An entity still may elect to record changes in the fair value of the excluded component currently in earnings; however, such an election will need to be applied consistently to similar hedges. The Company has elected to continue to record changes in the fair value of the excluded components of its derivative instruments currently in earnings given their highly effective nature.

Finally, this ASU continues to require an initial prospective quantitative hedge effectiveness assessment and documentation at hedge inception. However, if certain criteria are met, entities can elect to subsequently perform prospective and retrospective effectiveness assessments qualitatively, unless facts and circumstances change, and the hedge effectiveness assessment generally does not need to be completed until the first quarterly hedge effectiveness assessment date (i.e., up to three months).

The Company adopted ASU 2017-12 on December 29, 2018, the first day of the Company’s 2019 fiscal year, which did not materially affect the Company’s results of operations. The Company adopted the guidance on the modified retrospective basis and did not recognize a cumulative effect adjustment upon adoption as the Company had not recognized ineffectiveness on any of the hedging instruments existing as of the date of adoption. Refer to Note 14 “Financial Instruments and Fair Value Measurements” for additional information and disclosures of the Company’s derivatives and hedging activities.

In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes. The amendments in ASU 2018-16 permit the use of the OIS rate based on SOFR as a benchmark interest rate for hedge accounting purposes under Topic 815. The amendments in this update were effective for fiscal years beginning after December 15, 2018. The Company adopted this guidance prospectively as of December 29, 2018, concurrent with the adoption of ASU 2017-12, to be applied on a prospective basis for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. Adoption of this guidance had no impact on the Condensed Consolidated Financial Statements.

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(2.) DISCONTINUED OPERATIONS AND DIVESTITURE

On May 3, 2018, the Company entered into a definitive agreement to sell its AS&O Product Line to Viant, and on July 2, 2018, completed the sale, collecting cash proceeds of approximately $581 million, which is net of transaction costs and adjustments set forth in the definitive agreement. In connection with the sale, the parties executed a transition services agreement whereby the Company would provide certain corporate services (including accounting, payroll, and information technology services) to Viant for a period of up to one year from the date of the closing to facilitate an orderly transfer of business operations. Viant paid Integer for these services as specified in the transition services agreement, which ended during the second quarter of 2019. For the performance of services during the three and six months ended June 28, 2019, the Company recognized $1.2 million and $2.9 million, respectively, of income under the transition services agreement. For the six months ended June 28, 2019, $0.1 million is recorded as a reduction of Cost of sales and for the three and six months ended June 28, 2019, $1.2 million and $2.8 million, respectively, is recorded as a reduction of Selling, general and administrative expenses. In addition, the parties executed long-term supply agreements under which the Company and Viant have agreed to supply the other with certain products at prices specified in the agreements for a term of three years.

In connection with the closing of the transaction but prior to a net working capital adjustment, the Company recognized a pre-tax gain on sale of discontinued operations of $195.0 million during the year ended December 28, 2018. During the quarter ended June 28, 2019, the Company received $4.8 million due to a net working capital adjustment agreed to with Viant. This was recognized as gain on sale from discontinued operations, during the quarter ended June 28, 2019.

The operating results of the AS&O Product Line have been classified as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. The discontinued operations of the AS&O Product Line are reported in the Medical segment. Income (loss) from discontinued operations net of taxes, were as follows (in thousands):



	Three Months Ended						Six Months Ended
	June 28, 2019			June 29, 2018			June 28, 2019			June 29, 2018
Sales	$	—		$	88,701		$	—		$	178,020
Cost of sales	—			71,276			—			148,357
Gross profit	—			17,425			—			29,663
Selling, general and administrative expenses	—			4,096			—			8,905
Research, development and engineering costs	—			1,090			—			2,352
Other operating expenses	—			2,497			—			3,990
Interest expense	—			11,007			—			21,857
Gain on sale of discontinued operations	(4,974		)	—			(4,974		)	—
Other (income) loss, net	44			109			(342		)	182
Income (loss) from discontinued operations before taxes	4,930			(1,374		)	5,316			(7,623		)
Provision for income taxes	95			1,660			178			377
Income (loss) from discontinued operations	$	4,835		$	(3,034	)	$	5,138		$	(8,000	)

Cash flow information from discontinued operations was as follows (in thousands):



	Six Months Ended
	June 28, 2019			June 29, 2018
Cash used in operating activities	$	(58	)	$	(5,465	)
Cash provided by (used in) investing activities	4,734			(3,596		)

Depreciation and amortization	$	—		$	7,450
Capital expenditures	—			3,610

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


(3.)	SUPPLEMENTAL CASH FLOW INFORMATION

The following is supplemental information relating to the Condensed Consolidated Statements of Cash Flows, including information related to discontinued operations:



	Six Months Ended
(in thousands)	June 28, 2019		June 29, 2018
Noncash investing and financing activities:
Property, plant and equipment purchases included in accounts payable	$	2,297	$	3,002

Refer to Note 2 “Discontinued Operations and Divestiture” for additional supplemental cash flow information pertaining to discontinued operations and Note 11 “Leases” for additional supplemental cash flow information pertaining to leases.

(4.) INVENTORIES

Inventories are comprised of the following (in thousands):



	June 28, 2019		December 28, 2018
Raw materials	$	81,155	$	80,213
Work-in-process	73,999		75,711
Finished goods	32,000		34,152
Total	$	187,154	$	190,076

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INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(5.) GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Goodwill

The changes in the carrying amount of goodwill by reportable segment for the six months ended June 28, 2019 were as follows (in thousands):



	Medical			Non- Medical		Total
December 28, 2018	$	815,338		$	17,000	$	832,338
Foreign currency translation	(970		)	—		(970		)
June 28, 2019	$	814,368		$	17,000	$	831,368

Intangible Assets

Intangible assets at June 28, 2019 and December 28, 2018 were as follows (in thousands):



	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
June 28, 2019
Definite-lived:
Purchased technology and patents	$	241,473	$	(131,882	)	$	109,591
Customer lists	709,344		(117,759		)	591,585
Other	3,503		(3,495		)	8
Total	$	954,320	$	(253,136	)	$	701,184
Indefinite-lived:
Trademarks and tradenames						$	90,288

December 28, 2018
Definite-lived:
Purchased technology and patents	$	241,726	$	(125,540	)	$	116,186
Customer lists	710,406		(104,556		)	605,850
Other	3,503		(3,489		)	14
Total	$	955,635	$	(233,585	)	$	722,050
Indefinite-lived:
Trademarks and tradenames						$	90,288

Aggregate intangible asset amortization expense is comprised of the following (in thousands):



	Three Months Ended				Six Months Ended
	June 28, 2019		June 29, 2018		June 28, 2019		June 29, 2018
Cost of sales	$	3,195	$	3,673	$	6,457	$	7,389
Selling, general and administrative expenses	6,636		6,808		13,228		13,706
Research, development and engineering costs	—		38		—		77
Discontinued operations	—		350		—		1,410
Total intangible asset amortization expense	$	9,831	$	10,869	$	19,685	$	22,582

Estimated future intangible asset amortization expense based on the carrying value as of June 28, 2019 is as follows (in thousands):



	2019		2020	2021	2022	2023	After 2023
Amortization Expense	$	20,427	40,449	39,597	38,564	36,721	525,426

- 12 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(6.) DEBT

Long-term debt is comprised of the following (in thousands):



	June 28, 2019			December 28, 2018
Senior secured term loan A	$	285,937		$	304,687
Senior secured term loan B	580,286			632,286
Revolving line of credit	10,000			5,000
Unamortized discount on term loan B and debt issuance costs	(13,285		)	(16,466		)
Total debt	862,938			925,507
Current portion of long-term debt	(37,500		)	(37,500		)
Total long-term debt	$	825,438		$	888,007

The Company has senior secured credit facilities (the “Senior Secured Credit Facilities”) consisting of (i) a revolving credit facility (the “Revolving Credit Facility”) with $200 million borrowing capacity as described below, (ii) a $286 million term loan A facility (the “TLA Facility”), and (iii) a $580 million term loan B facility (the “TLB Facility”). The TLA Facility and TLB Facility are collectively referred to as the “Term Loan Facilities.” The TLB Facility was issued at a 1% discount.

Revolving Credit Facility

The Revolving Credit Facility matures on October 27, 2020. The Revolving Credit Facility includes a $15 million sublimit for swingline loans and a $25 million sublimit for standby letters of credit. The Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which will range between 0.175% and 0.25%, depending on the Company’s Total Net Leverage Ratio (as defined in the Senior Secured Credit Facilities agreement). Interest rates on the Revolving Credit Facility, as well as the TLA Facility, are at the Company’s option, either at: (i) the prime rate plus the applicable margin, which will range between 0.75% and 2.25%, based on the Company’s Total Net Leverage Ratio, or (ii) the applicable LIBOR rate plus the applicable margin, which will range between 1.75% and 3.25%, based on the Company’s Total Net Leverage Ratio.

As of June 28, 2019, the Company had $10 million of outstanding borrowings on the Revolving Credit Facility and an available borrowing capacity of $183.2 million after giving effect to $6.8 million of outstanding standby letters of credit. As of June 28, 2019, the weighted average interest rate on outstanding borrowings under the Revolving Credit Facility was 4.91%.

Term Loan Facilities

The TLA Facility and TLB Facility mature on October 27, 2021 and October 27, 2022, respectively. Interest rates on the TLB Facility are, at the Company’s option, either at: (i) the prime rate plus 2.00% or (ii) the applicable LIBOR rate plus 3.00%, with LIBOR subject to a 1.00% floor. As of June 28, 2019, the interest rates on the TLA Facility and TLB Facility were 4.91% and 5.42%, respectively.

Covenants

The Revolving Credit Facility and TLA Facility contain covenants requiring (A) a maximum Total Net Leverage Ratio of 5.00:1.00, subject to periodic step downs beginning in the third quarter of 2019 and (B) a minimum interest coverage ratio of adjusted EBITDA (as defined in the Senior Secured Credit Facilities) to interest expense of not less than 3.00:1.00. The TLB Facility does not contain any financial maintenance covenants. As of June 28, 2019, the Company was in compliance with these financial covenants.

Contractual maturities under the Senior Secured Credit Facilities for the remainder of 2019 and the next three years (through maturity), excluding any discounts or premiums, as of June 28, 2019 are as follows (in thousands):



	2019		2020	2021	2022
Future minimum principal payments	$	18,750	47,500	229,687	580,286

The Company prepaid portions of its TLB Facility during 2019 and 2018. The Company recognized losses from extinguishment of debt during the three and six months ended June 28, 2019 of $0.6 million and $1.0 million, respectively, and $0.4 million and $1.5 million, during the three and six months ended June 29, 2018, respectively. The loss from extinguishment of debt represents the portion of the unamortized discount and debt issuance costs related to the portion of the TLB Facility that was prepaid and is included in Interest Expense in the accompanying Condensed Consolidated Statements of Operations.

- 13 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7.) STOCK-BASED COMPENSATION

The Company maintains certain stock-based compensation plans that were approved by the Company’s stockholders and are administered by the Board of Directors, or the Compensation and Organization Committee of the Board. The stock-based compensation plans provide for the granting of stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers.

The components and classification of stock-based compensation expense were as follows (in thousands):



	Three Months Ended				Six Months Ended
	June 28, 2019		June 29, 2018		June 28, 2019		June 29, 2018
Stock options	$	102	$	197	$	203	$	511
RSAs and RSUs (time-based)	1,545		1,207		3,465		3,169
Performance-based RSUs (“PRSUs”)	1,073		796		1,765		1,503
Stock-based compensation expense - continuing operations	2,720		2,200		5,433		5,183
Discontinued operations	—		685		—		924
Total stock-based compensation expense	$	2,720	$	2,885	$	5,433	$	6,107

Cost of sales	$	281	$	200	$	598	$	376
Selling, general and administrative expenses	2,334		1,968		4,664		4,747
Research, development and engineering costs	58		31		124		55
Other operating expenses	47		1		47		5
Discontinued operations	—		685		—		924
Total stock-based compensation expense	$	2,720	$	2,885	$	5,433	$	6,107

There were no stock options granted during the six months ended June 28, 2019. The weighted average fair value and assumptions used to value options granted during the six months ended June 29, 2018 are as follows:



Weighted average fair value	$	14.89
Risk-free interest rate	2.21		%
Expected volatility	39		%
Expected life (in years)	4.0
Expected dividend yield	—		%

The following table summarizes the Company’s stock option activity:



	Number of Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (In Years)	Aggregate Intrinsic Value (In Millions)
Outstanding at December 28, 2018	522,783		$	31.88
Exercised	(93,472	)	17.12
Outstanding at June 28, 2019	429,311		$	35.09	5.5	$	21.0
Exercisable at June 28, 2019	394,996		$	34.74	5.3	$	19.4

- 14 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(7.) STOCK-BASED COMPENSATION (Continued)

During the six months ended June 28, 2019, the Company awarded grants to members of its Board of Directors and certain members of management. The Board of Directors received grants of RSUs that vest in equal quarterly installments of 25% on the first day of each quarter of the Company’s 2019 fiscal year. The members of management received either RSUs or a mix of RSUs and PRSUs. The RSUs vest ratably, subject to the recipient’s continuous service to the Company over a period of generally three to four years from the grant date. For the Company's PRSUs, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of financial performance or market-based conditions. The financial performance condition is based on the Company's sales targets. The market conditions are based on the Company’s achievement of a relative total shareholder return (“TSR”) performance requirement, on a percentile basis, compared to a defined group of peer companies over three year performance periods.

The Company uses a Monte Carlo simulation model to determine the grant-date fair value of TSR awards. The grant-date fair value of all other restricted stock awards is equal to the closing market price of Integer common stock on the date of grant.

The weighted average fair value and assumptions used to value the TSR portion of the PRSUs granted are as follows:



	Six Months Ended
	June 28, 2019			June 29, 2018
Weighted average fair value	$	117.03		$	37.46
Risk-free interest rate	2.46		%	2.28		%
Expected volatility	40		%	40		%
Expected life (in years)	2.8			2.9
Expected dividend yield	—		%	—		%

The following table summarizes RSA and RSU activity:



	Time-Vested Activity		Weighted Average Fair Value
Nonvested at December 28, 2018	142,236		$	49.78
Granted	97,296		83.70
Vested	(18,310	)	59.66
Forfeited	(5,310	)	48.57
Nonvested at June 28, 2019	215,912		$	64.29

The following table summarizes PRSU activity:



	Performance- Vested Activity		Weighted Average Fair Value
Nonvested at December 28, 2018	287,134		$	36.15
Granted	50,492		101.17
Vested	(75,008	)	28.41
Forfeited	(65,293	)	32.68
Nonvested at June 28, 2019	197,325		$	56.87

- 15 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(8.) OTHER OPERATING EXPENSES

Other Operating Expenses is comprised of the following (in thousands):



	Three Months Ended					Six Months Ended
	June 28, 2019		June 29, 2018			June 28, 2019		June 29, 2018
Strategic reorganization and alignment	$	1,656	$	3,727		$	3,390	$	5,781
Manufacturing alignment to support growth	561		1,103			1,146		1,616
Consolidation and optimization initiatives	—		(14		)	—		561
Asset dispositions, severance and other	891		(124		)	1,462		518
Other operating expenses - continuing operations	3,108		4,692			5,998		8,476
Discontinued operations	—		2,497			—		3,990
Total other operating expenses	$	3,108	$	7,189		$	5,998	$	12,466

Strategic Reorganization and Alignment

As a result of the strategic review of its customers, competitors and markets, the Company began taking steps in 2017 to better align its resources in order to enhance the profitability of its portfolio of products. These initiatives include improving its business processes and redirecting investments away from projects where the market does not justify the investment, as well as aligning resources with market conditions and the Company’s future strategic direction. The Company estimates that it will incur aggregate pre-tax charges in connection with the strategic reorganization and alignment plan, including projects reported in discontinued operations, of between approximately $20 million to $22 million, of which an estimated $16 million to $20 million are expected to result in cash outlays. During the six months ended June 28, 2019, the Company incurred charges relating to this initiative, which primarily included severance and fees for professional services recorded within the Medical segment. As of June 28, 2019, total expense incurred for this initiative since inception, including amounts reported in discontinued operations, was $19.9 million. These actions are expected to be substantially completed by the end of 2019.

Manufacturing Alignment to Support Growth

In 2017, the Company initiated several initiatives designed to reduce costs, increase manufacturing capacity to accommodate growth and improve operating efficiencies. The plan involves the relocation of certain manufacturing operations and expansion of certain of the Company's facilities. The Company estimates that it will incur aggregate pre-tax restructuring related charges in connection with the realignment plan of between approximately $7 million to $9 million, the majority of which are expected to be cash expenditures. Costs related to the Company’s manufacturing alignment to support growth initiative were primarily recorded within the Medical segment. As of June 28, 2019, total expense incurred for this initiative since inception, including amounts reported in discontinued operations, was $4.6 million. These actions are expected to be substantially completed by the end of 2019.

Consolidation and Optimization Initiatives

Costs related to the Company’s consolidation and optimization initiatives were primarily recorded within the Medical segment. The Company does not expect to incur any material additional costs associated with these activities.

The following table summarizes the change in accrued liabilities, presented within Accrued Expense and Other Current Liabilities on the Condensed Consolidated Balance Sheets, related to the initiatives described above (in thousands):



	Severance and Retention			Other			Total
December 28, 2018	$	1,668		$	202		$	1,870
Restructuring charges	1,263			3,273			4,536
Cash payments	(887		)	(3,469		)	(4,356		)
June 28, 2019	$	2,044		$	6		$	2,050

Asset Dispositions, Severance and Other

During the six months ended June 28, 2019 and June 29, 2018, the Company recorded expenses related to other initiatives not described above, which relate primarily to integration and operational initiatives to reduce future operating costs and improve operational efficiencies.

- 16 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(9.) INCOME TAXES

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, we continue to explore tax planning opportunities that may have a material impact on our effective tax rate.

The Company’s effective tax rate for continuing operations for the second quarter of 2019 was 19.0% on $34.8 million of income from continuing operations before taxes compared to 27.5% on $31.8 million of income from continuing operations before taxes for the same period in 2018. The Company’s effective tax rate for continuing operations for the first six months of 2019 was 17.3% on $60.0 million of income from continuing operations before taxes compared to 28.1% on $50.3 million of income from continuing operations before taxes for the same period of 2018. The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the second quarter and first six months of 2019 is primarily attributable to discrete tax benefits of $0.4 million and $2.1 million, respectively, as well as the estimated net impact of the Global Intangible Low-Taxed Income tax, the Company’s earnings outside the U.S., which are generally taxed at rates that differ from the U.S federal rate, and the availability of certain tax credits. The discrete tax benefits for 2019 are predominately related to excess tax benefits recognized upon vesting of RSUs or exercise of stock options.

As of June 28, 2019, the balance of unrecognized tax benefits from continuing operations is approximately $5.4 million. It is reasonably possible that a reduction of up to $0.9 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of potential audit settlements. Approximately $5.3 million of the balance of unrecognized tax benefits would favorably impact the effective tax rate, net of federal benefit on state issues, if recognized.

(10.) COMMITMENTS AND CONTINGENCIES

Litigation

The Company is subject to litigation arising from time to time in the ordinary course of its business. The Company does not expect that the ultimate resolution of any pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows. However, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which the Company currently believes to be immaterial, will not become material in the future.

In April 2013, the Company commenced an action against AVX Corporation and AVX Filters Corporation (collectively “AVX”) alleging that AVX had infringed on the Company’s patents by manufacturing and selling filtered feedthrough assemblies used in implantable pacemakers and cardioverter defibrillators that incorporate the Company’s patented technology. Two juries in the U.S. District Court for the District of Delaware have returned verdicts finding that AVX infringed on three of the Company’s patents and awarded the Company $37.5 million in damages. In March 2018, the U.S. District Court for the District of Delaware vacated the original damage award and ordered a retrial on damages. In the January 2019 retrial on damages, the jury awarded the Company $22.2 million in damages. That award is subject to post-trial proceedings. On July 31, 2019, the U. S. District Court for the District of Delaware entered an order in the AVX litigation denying AVX’s post-trial motion to overturn the jury verdict in favor of the Company. To date, the Company has recorded no gains in connection with this litigation.

- 17 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(10.) COMMITMENTS AND CONTINGENCIES (Continued)

Product Warranties

The Company generally warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The Company does not expect future product warranty claims will have a material effect on its condensed consolidated results of operations, financial position, or cash flows. However, there can be no assurance that any future customer complaints or negative regulatory actions regarding the Company’s products, which the Company currently believes to be immaterial, does not become material in the future. The product warranty liability is presented within Accrued Expense and Other Current Liabilities on the Condensed Consolidated Balance Sheets. The change in product warranty liability was comprised of the following (in thousands):



December 28, 2018	$	2,600
Additions to warranty reserve	195
Adjustments to pre-existing warranties	(635		)
Warranty claims settled	(465		)
June 28, 2019	$	1,695

(11.) LEASES

The Company primarily leases certain office and manufacturing facilities under operating leases, with additional operating leases for machinery, office equipment and vehicles. An arrangement is considered to contain a lease if it conveys the right to use an identified asset for a period of time in exchange for consideration. If it is determined that an arrangement contains a lease, classification of a lease as operating or finance is determined by evaluating the five criteria outlined within ASC 842 at inception. The Company does not currently have any finance leases. The Company’s lease agreements do not contain any residual value guarantees or any material restrictive covenants.

Right-of-use (“ROU”) lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make payments in exchange for that right of use. Operating lease ROU assets are presented as Operating Lease Assets, the current portion of operating lease liabilities are presented within Accrued Expense and Other Current Liabilities, and the non-current portion of operating lease liabilities are presented as Operating Lease Liabilities on the Condensed Consolidated Balance Sheets. The current portion of operating lease liabilities was $7.3 million as of June 28, 2019. Leases with a term of 12 months or less are not recorded on the balance sheet.

The Company’s real estate leases often contain options to renew, and less frequently, termination options. The exercise of such renewal and termination options are generally at the Company’s sole discretion. The Company evaluates renewal and termination options at lease commencement to determine if such options are reasonably certain to be exercised based on economic factors.

For certain leases where rent escalates based upon a change in a financial index, such as the Consumer Price Index, the difference between the rate at lease inception and the subsequent fluctuations in that rate are included in variable lease costs. Additionally, because the Company has elected to not separate lease and non-lease components, variable costs also include payments to the landlord for common area maintenance, real estate taxes, insurance and other operating expenses. Lease expense is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments are incurred.

The discount rate implicit within our leases is not readily determinable, and therefore, the Company uses its estimated incremental borrowing rate in determining the present value of lease payments. The incremental borrowing rate is determined based on the Company’s recent debt issuances, lease term and the currency in which lease payments are made.

The following table presents the weighted average remaining lease term and discount rate:



	June 28, 2019
Weighted-average remaining lease term of operating leases (in years)	7.7
Weighted-average discount rate of operating leases	5.5	%

- 18 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(11.) LEASES (Continued)

The components and classification of lease cost are as follows (in thousands):



	Three Months Ended June 28, 2019			Six Months Ended June 28, 2019
Operating lease cost	$	2,442		$	4,891
Short-term lease cost (leases with initial term of 12 months or less)	17			34
Variable lease cost	652			1,207
Sublease income	(478		)	(945		)
Total lease cost	$	2,633		$	5,187

Cost of sales	$	2,190		$	4,342
Selling, general and administrative expenses	297			552
Research, development and engineering costs	139			278
Other operating expenses	7			15
Total lease cost	$	2,633		$	5,187

The Company’s sublease income is derived primarily from certain real estate leases to several non-affiliated tenants under operating sublease arrangements.

At June 28, 2019, the maturities of operating lease liabilities were as follows (in thousands):



Remainder of 2019	$	5,178
2020	9,268
2021	8,964
2022	6,865
2023	6,119
2024	5,600
Thereafter	16,399
Total lease payments	58,393
Less imputed interest	(11,273		)
Total	$	47,120

As of June 28, 2019, the Company did not have any leases that have not yet commenced.

Supplemental cash flow information related to leases for the six months ended June 28, 2019 is as follows (in thousands):



Cash paid for amounts included in the measurement of operating lease liabilities	$	5,107
ROU assets obtained in exchange for new operating lease liabilities	7,249

During the three months ended June 28, 2019, the Company extended the lease terms of three of its manufacturing facilities. As a result of these lease modifications, the Company re-measured the lease liability and adjusted the ROU asset on the modification dates.

The Company’s future minimum lease commitments, net of sublease income, as of December 28, 2018, under ASC 840, the predecessor to ASC 842, are as follows (in thousands):



	2019		2020	2021	2022	2023	After 2023
Future minimum lease payments	$	8,562	7,290	7,348	5,269	5,112	14,589

- 19 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(12.) EARNINGS (LOSS) PER SHARE (“EPS”)

The following table sets forth a reconciliation of the information used in computing basic and diluted EPS (in thousands, except per share amounts):



	Three Months Ended					Six Months Ended
	June 28, 2019		June 29, 2018			June 28, 2019		June 29, 2018
Numerator for basic and diluted EPS:
Income from continuing operations	$	28,222	$	23,056		$	49,588	$	36,140
Income (loss) from discontinued operations	4,835		(3,034		)	5,138		(8,000		)
Net income	$	33,057	$	20,022		$	54,726	$	28,140

Denominator for basic and diluted EPS:
Weighted average shares outstanding - Basic	32,621		32,038			32,579		31,970
Dilutive effect of assumed exercise of stock options, restricted stock and RSUs	388		682			416		602
Weighted average shares outstanding - Diluted	33,009		32,720			32,995		32,572

Basic earnings (loss) per share:
Income from continuing operations	$	0.87	$	0.72		$	1.52	$	1.13
Income (loss) from discontinued operations	0.15		(0.09		)	0.16		(0.25		)
Basic earnings per share	1.01		0.62			1.68		0.88

Diluted earnings (loss) per share:
Income from continuing operations	$	0.85	$	0.70		$	1.50	$	1.11
Income (loss) from discontinued operations	0.15		(0.09		)	0.16		(0.25		)
Diluted earnings per share	1.00		0.61			1.66		0.86

The diluted weighted average share calculations do not include the following securities, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands):



	Three Months Ended		Six Months Ended
	June 28, 2019	June 29, 2018	June 28, 2019	June 29, 2018
Time-vested stock options, restricted stock and RSUs	53	—	56	50
Performance-vested restricted stock and PRSUs	48	92	47	122

- 20 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(13.) STOCKHOLDERS’ EQUITY

The following is a summary of the number of shares of common stock issued, treasury stock and common stock outstanding for the six month periods ended June 28, 2019 and June 29, 2018:



	Six months ended June 28, 2019						Six months ended June 29, 2018
	Issued		Treasury Stock		Outstanding		Issued		Treasury Stock		Outstanding
Balance, beginning of period	32,624,494		(151,327	)	32,473,167		31,977,953		(106,526	)	31,871,427
Stock options exercised	93,472		—		93,472		108,305		—		108,305
RSAs issued, net of forfeitures	(2,354	)	—		(2,354	)	(2,354	)	20,092		17,738
Vesting of RSUs	30,895		(3,683	)	27,212		7,113		2,766		9,879
Vesting of PSUs	70,115		(20,998	)	49,117		127,191		(38,103	)	89,088
Balance, end of period	32,816,622		(176,008	)	32,640,614		32,218,208		(121,771	)	32,096,437

Accumulated Other Comprehensive Income (“AOCI”) is comprised of the following (in thousands):



	Defined Benefit Plan Liability			Cash Flow Hedges			Foreign Currency Translation Adjustment			Total Pre-Tax Amount			Tax			Net-of-Tax Amount
March 29, 2019	$	(295	)	$	2,551		$	23,701		$	25,957		$	(493	)	$	25,464
Unrealized loss on cash flow hedges	—			(4,415		)	—			(4,415		)	927			(3,488		)
Realized loss on foreign currency hedges	—			11			—			11			(2		)	9
Realized gain on interest rate swap hedge	—			(714		)	—			(714		)	150			(564		)
Foreign currency translation gain	—			—			4,510			4,510			—			4,510
June 28, 2019	$	(295	)	$	(2,567	)	$	28,211		$	25,349		$	582		$	25,931

December 28, 2018	$	(295	)	$	3,439		$	30,539		$	33,683		$	(679	)	$	33,004
Unrealized loss on cash flow hedges	—			(4,569		)	—			(4,569		)	959			(3,610		)
Realized gain on foreign currency hedges	—			(34		)	—			(34		)	7			(27		)
Realized gain on interest rate swap hedges	—			(1,403		)	—			(1,403		)	295			(1,108		)
Foreign currency translation loss	—			—			(2,328		)	(2,328		)	—			(2,328		)
June 28, 2019	$	(295	)	$	(2,567	)	$	28,211		$	25,349		$	582		$	25,931



March 30, 2018	$	(1,422	)	$	7,733		$	63,641		$	69,952		$	(923	)	$	69,029
Unrealized loss on cash flow hedges	—			(2,223		)	—			(2,223		)	467			(1,756		)
Realized gain on foreign currency hedges	—			(18		)	—			(18		)	3			(15		)
Realized gain on interest rate swap hedges	—			(398		)	—			(398		)	83			(315		)
Foreign currency translation loss	—			—			(25,885		)	(25,885		)	—			(25,885		)
June 29, 2018	$	(1,422	)	$	5,094		$	37,756		$	41,428		$	(370	)	$	41,058

December 29, 2017	$	(1,422	)	$	3,418		$	50,200		$	52,196		$	(17	)	$	52,179
Unrealized gain on cash flow hedges	—			2,901			—			2,901			(609		)	2,292
Realized gain on foreign currency hedges	—			(593		)	—			(593		)	124			(469		)
Realized gain on interest rate swap hedge	—			(632		)	—			(632		)	132			(500		)
Foreign currency translation loss	—			—			(12,444		)	(12,444		)	—			(12,444		)
June 29, 2018	$	(1,422	)	$	5,094		$	37,756		$	41,428		$	(370	)	$	41,058

- 21 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(14.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.

The Company is exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates, and uses derivatives to manage these exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the balance sheet.

Interest Rate Swaps

The Company periodically enters into interest rate swap agreements in order to reduce the cash flow risk caused by interest rate changes on its outstanding floating rate borrowings. Under these swap agreements, the Company pays a fixed rate of interest and receives a floating rate equal to one-month London Interbank Offered Rate (“LIBOR”). The variable rate received from the swap agreements and the variable rate paid on the outstanding debt will have the same rate of interest, excluding the credit spread, and will reset and pay interest on the same date. The Company has designated these swap agreements as cash flow hedges based on concluding the hedged forecasted transaction is probable of occurring within the period the cash flow hedge is anticipated to affect earnings. The unrealized gains and losses on these contracts are reported in AOCI in the Condensed Consolidated Balance Sheets and are subsequently reclassified into earnings when interest on the related debt is accrued.

The fair value of the Company’s swap agreements are determined through the use of a cash flow model that utilizes observable market data inputs. These observable market data inputs include LIBOR, swap rates, and credit spread curves. In addition, the Company receives a fair value estimate from the swap agreement counterparty to verify the reasonableness of the Company’s estimate. The estimated fair value of the swap agreements represents the amount the Company would receive (pay) to terminate the contracts.

Information regarding the Company’s outstanding interest rate swaps designated as cash flow hedges as of June 28, 2019 is as follows (dollars in thousands):



Notional Amount		Start Date	End Date	Pay Fixed Rate		Receive Current Floating Rate		Fair Value			Balance Sheet Location
$	200,000	Jun 2017	Jun 2020	1.1325	%	2.4041	%	$	1,448		Accrued expenses and other current liabilities
200,000		Jun 2020	Jun 2023	2.1785		^(a)		(2,794		)	Other long-term liabilities
400,000		Apr 2019	Apr 2020	2.4150		2.4185		(1,485		)	Accrued expenses and other current liabilities

^__________

^(a) The interest rate swap is not in effect until June 2020.

Foreign Currency Contracts

The Company periodically enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate fluctuations in its international operations. The Company has designated these foreign currency forward contracts as cash flow hedges. The unrealized gains and losses on these contracts are reported in AOCI in the Condensed Consolidated Balance Sheets and are reclassified to earnings in the same periods during which the hedged transactions affect earnings.

Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of June 28, 2019 is as follows (dollars in thousands):



Notional Amount		Start Date	End Date	$/Foreign Currency		Fair Value			Balance Sheet Location
$	11,337	Jul 2019	Sep 2019	1.1628	Euro	$	(195	)	Prepaid expenses and other current assets
10,499		Jul 2019	Dec 2019	0.0500	Peso	254			Prepaid expenses and other current assets
12,085		Jul 2019	Dec 2019	0.0504	Peso	205			Prepaid expenses and other current assets

- 22 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(14.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The fair value of foreign currency contracts are determined through the use of cash flow models that utilize observable market data inputs to estimate fair value. These observable market data inputs include foreign exchange rates and credit spread curves. In addition, the Company receives fair value estimates from the foreign currency contract counterparties to verify the reasonableness of the Company’s estimates.

Derivative Instruments with Hedge Accounting Designation

The following tables present the fair values of derivative instruments formally designated as hedging instruments as of June 28, 2019 and December 28, 2018 (in thousands).



		Fair Value
	Fair Value Hierarchy	Assets		Liabilities
June 28, 2019
Interest rate swaps	Level 2	$	—	$	2,831
Foreign currency contracts	Level 2	264		—

December 28, 2018
Interest rate swaps	Level 2	$	4,171	$	—
Foreign currency contracts	Level 2	—		732

The following tables present the amounts in the Condensed Consolidated Statements of Operations in which the effects of cash flow hedges are recorded and the effects of cash flow hedge activity on these line items for the three and six months ended June 28, 2019 and June 29, 2018 (in thousands):



	Three Months Ended
	June 28, 2019					June 29, 2018
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity			Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Sales	$	314,194	$	(473	)	$	314,464	$	(141	)
Cost of sales	217,210		462			215,699		159
Interest expense	13,612		714			15,234		398



	Six Months Ended
	June 28, 2019					June 29, 2018
	Total		Amount of Gain (Loss) on Cash Flow Hedge Activity			Total		Amount of Gain (Loss) on Cash Flow Hedge Activity
Sales	$	628,870	$	(794	)	$	606,890	$	(2	)
Cost of sales	443,276		828			424,593		595
Interest expense	27,442		1,403			30,829		632

- 23 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(14.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The following tables present the amounts affecting the Condensed Consolidated Statements of Operations for the three and six months ended June 28, 2019 and June 29, 2018 (in thousands):



	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives						Amount of Gain (Loss) Reclassified from AOCI into Earnings
	Three months ended,						Location of Gain (Loss) Reclassified from AOCI into Earnings	Three months ended,
	June 28, 2019			June 29, 2018				June 28, 2019			June 29, 2018
Interest rate swap	$	(5,151	)	$	610		Interest expense	$	714		$	398
Foreign exchange forwards	1			(1,114		)	Sales	(473		)	(141		)
Foreign exchange forwards	735			(1,719		)	Cost of sales	462			159

	Six months ended,						Location of Gain (Loss) Reclassified from AOCI into Earnings	Six months ended,
	June 28, 2019			June 29, 2018				June 28, 2019			June 29, 2018
Interest rate swap	$	(5,599	)	$	2,109		Interest expense	$	1,403		$	632
Foreign exchange forwards	(699		)	(476		)	Sales	(794		)	(2		)
Foreign exchange forwards	1,729			1,268			Cost of sales	828			595

The Company expects to reclassify net gains totaling $0.2 million related to its cash flow hedges from AOCI into earnings during the next twelve months.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these items.

Borrowings under the Company’s Revolving Credit Facility, TLA Facility and TLB Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments.

Equity Investments

The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other Long-Term Assets on the Condensed Consolidated Balance Sheets. Non-marketable equity securities are equity securities without readily determinable fair value. The Company has elected the practicability exception to use an alternative approach that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. If an impairment is recognized on the Company’s non-marketable equity securities during the period, these assets are classified as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.

Equity investments are comprised of the following (in thousands):



	June 28, 2019		December 28, 2018
Equity method investment	$	14,910	$	15,148
Non-marketable equity securities	6,092		7,667
Total equity investments	$	21,002	$	22,815

- 24 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(14.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)

The components of (Gain) Loss on Equity Investments, Net for each period were as follows (in thousands):



	Three Months Ended					Six Months Ended
	June 28, 2019		June 29, 2018			June 28, 2019		June 29, 2018
Equity method investment (income) loss	$	36	$	(284	)	77		(5,254		)
Impairment charges	1,575		—			1,575		—
Observable price adjustments on non-marketable equity securities	—		—			—		—
Total (gain) loss on equity investments, net	$	1,611	$	(284	)	$	1,652	$	(5,254	)

In May 2019, the Company determined that an investment in one of its non-marketable equity securities was impaired and determined the fair value to be zero based upon available market information. An impairment charge of $1.6 million was recognized during the second quarter of 2019. This assessment was based on qualitative indications of impairment. Factors that significantly influenced the determination of the impairment loss included the equity security’s investee’s financial condition, priority claims to the equity security, distributions rights and preferences, and status of the regulatory approval required to bring its product to market.

The Company’s equity method investment is in a Chinese venture capital fund focused on investing in life sciences companies. As of June 28, 2019, the Company owned 6.7% of this fund.

(15.) SEGMENT INFORMATION

The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. This segment structure reflects the financial information and reports used by the Company’s management, specifically its Chief Operating Decision Maker, to make decisions regarding the Company’s business, including resource allocations and performance assessments. This segment structure reflects the Company’s current operating focus in compliance with ASC 280, Segment Reporting. There were no sales between segments during the six months ended June 28, 2019 and June 29, 2018.

The following table presents sales from continuing operations by product line (in thousands).



	Three Months Ended				Six Months Ended
	June 28, 2019		June 29, 2018		June 28, 2019		June 29, 2018
Segment sales from continuing operations by product line:
Medical
Cardio & Vascular	$	150,397	$	148,766	$	302,971	$	285,629
Cardiac & Neuromodulation	114,488		115,941		231,399		224,851
Advanced Surgical, Orthopedics & Portable Medical	32,646		34,751		64,234		68,692
Total Medical	297,531		299,458		598,604		579,172
Non-Medical	16,663		15,006		30,266		27,718
Total sales from continuing operations	$	314,194	$	314,464	$	628,870	$	606,890

- 25 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(15.) SEGMENT INFORMATION (Continued)

The following table presents income from continuing operations for the Company’s reportable segments (in thousands).



	Three Months Ended						Six Months Ended
	June 28, 2019			June 29, 2018			June 28, 2019			June 29, 2018
Segment income from continuing operations:
Medical	$	63,706		$	61,179		$	120,086		$	108,694
Non-Medical	5,298			4,393			9,609			7,591
Total segment income from continuing operations	69,004			65,572			129,695			116,285
Unallocated operating expenses	(19,667		)	(21,214		)	(41,189		)	(41,884		)
Operating income from continuing operations	49,337			44,358			88,506			74,401
Unallocated expenses, net	(14,505		)	(12,563		)	(28,542		)	(24,148		)
Income before taxes from continuing operations	$	34,832		$	31,795		$	59,964		$	50,253


(16.)	REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue Recognition

The majority of the Company’s revenues consist of sales of various medical devices and products to large, multinational OEMs and their affiliated subsidiaries. Revenue is recognized when performance obligations are satisfied and the customer has obtained control of the products. Under the provisions of the majority of the Company’s contracts with customers, revenue is recognized at the point in time when title and risk of ownership transfers to the customer, which is primarily determined based upon the shipping terms. When contracts with customers for products that do not have an alternative use to the Company contain provisions that provide the Company with an enforceable right to payment for performance completed to date with a recapture of costs incurred plus an applicable margin throughout the duration of the contract, revenue is recognized over time as control is deemed to have transferred to the customer. The Company uses an input measure to determine progress towards completion and total estimated costs at completion. Under this method, sales and gross profit are recognized as work is performed generally based on actual costs incurred. For arrangements recognized over time, the Company records a contract asset for unbilled revenue associated with non-cancellable customer orders. Revenue is recognized net of sales tax, value-added taxes and other taxes.

Disaggregated Revenue

In general, the Company's business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations. For a summary by disaggregated product line sales for each segment, refer to Note 15, “Segment Information.”

Revenue recognized from products and services transferred to customers over time represented 10% and 12%, respectively, of total revenue for the three and six months ended June 28, 2019, substantially all of which was within the Medical segment. The Company did not have any significant revenue related to contracts recognized over time for the six months ended June 29, 2018.

The following table presents revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues.



	Three Months Ended				Six Months Ended
	June 28, 2019				June 28, 2019
Customer	Medical		Non-Medical		Medical		Non-Medical
Customer A	21	%			23	%
Customer B	18	%			18	%
Customer C	13	%			12	%
Customer D			25	%			25	%
All other customers	48	%	75	%	47	%	75	%

- 26 -

INTEGER HOLDINGS CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(16.) REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)



	Three Months Ended				Six Months Ended
	June 29, 2018				June 29, 2018
Customer	Medical		Non-Medical		Medical		Non-Medical
Customer A	21	%			21	%
Customer B	20	%			20	%
Customer C	11	%			11	%
Customer D			35	%			28	%
All other customers	48	%	65	%	48	%	72	%

The following table presents revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped to.



	Three Months Ended		Six Months Ended
	June 28, 2019		June 28, 2019
Ship to Location	Medical	Non-Medical	Medical	Non-Medical
United States	56%	56%	56%	56%
Puerto Rico	12%		13%
Canada		14%		14%
Singapore		10%
All other countries	32%	20%	31%	30%



	Three Months Ended		Six Months Ended
	June 29, 2018		June 29, 2018
Ship to Location	Medical	Non-Medical	Medical	Non-Medical
United States	55%	69%	56%	69%
Puerto Rico	13%		13%
Canada				10%
All other countries	32%	31%	31%	21%

Contract Balances

The opening and closing balances of the Company's contract assets and contract liabilities are as follows (in thousands):



	June 28, 2019		December 28, 2018
Contract assets included in prepaid expenses and other current assets	$	11,180	$	—
Contract liabilities included in accrued expenses and other current liabilities	2,363		2,264

During the three and six months ended June 28, 2019, the Company recognized $0.1 million and $0.4 million, respectively, of revenue that was included in the contract liability balance as of December 28, 2018. During the three and six months ended June 29, 2018, the Company recognized $0.9 million and $1.3 million, respectively, of revenue that was included in the contract liability balance as of December 29, 2017.

- 27 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q should be read in conjunction with the disclosures included in our Annual Report on Form 10-K for the fiscal year ended December 28, 2018. In addition, please read this section in conjunction with our Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements contained herein.

Forward-Looking Statements

Some of the statements contained in this report and other written and oral statements made from time to time by us and our representatives are not statements of historical or current fact. As such, they 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. We have based these forward-looking statements on our current expectations, and these statements are subject to known and unknown risks, uncertainties and assumptions. Forward-looking statements include statements relating to:


•	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;


•	our ability to identify trends within our industries and to offer products and services that meet the changing needs of those markets;


•	our ability to remain in compliance with the financial covenants contained in the agreement governing our Senior Secured Credit Facilities; and


•	projected capital expenditures.

You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” 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. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout this report.

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 include the following: our indebtedness, our inability to pay principal and interest on this outstanding indebtedness or to remain in compliance with financial and other covenants under our Senior Secured Credit Facilities, and the risk that this indebtedness limits our ability to invest in our business and overall financial flexibility; our dependence upon a limited number of customers; customer ordering patterns; product obsolescence; our inability to market current or future products; pricing pressure from customers; our ability to timely and successfully implement cost savings and consolidation initiatives; our reliance on third party suppliers for raw materials, products and subcomponents; fluctuating operating results; our inability to maintain high quality standards for our products; challenges to our intellectual property rights; product liability claims; product field actions or recalls; our inability to successfully consummate and integrate acquisitions and to realize synergies and to operate these acquired businesses in accordance with expectations; our unsuccessful expansion into new markets; our failure to develop new products; the timing, progress and ultimate success of pending regulatory actions and approvals; our inability to obtain licenses to key technology; regulatory changes, including health care reform, or consolidation in the healthcare industry; global economic factors, including currency exchange rates and interest rates; the resolution of various legal actions brought against the Company; enactment related and ongoing impacts related to the U.S. Tax Cuts and Jobs Act (the “Tax Reform Act”), including the Global Intangible Low-Taxed Income (“GILTI”) tax; and other risks and uncertainties that arise from time to time and are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in other periodic filings with the Securities and Exchange Commission. Except as required by applicable law, the Company assumes no obligation to update forward-looking statements in this report whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

In this Form 10-Q, references to “Integer,” “we,” “us,” “our” and the “Company” mean Integer Holdings Corporation and its subsidiaries, unless the context indicates otherwise.

- 28 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Our Business

Integer Holdings Corporation is one of the largest medical device outsource (“MDO”) manufacturers in the world serving the cardiac, neuromodulation, vascular, orthopedics, advanced surgical and portable medical markets. We also develop batteries for high-end niche applications in the non-medical energy, military, and environmental markets. Our vision is to enhance the lives of patients worldwide by being our customers’ partner of choice for innovative technologies and services.

We organize our business into two reportable segments, Medical and Non-Medical, and derive our revenues from four principal product lines. The Medical segment includes the Advanced Surgical, Orthopedics & Portable Medical, Cardio & Vascular and Cardiac & Neuromodulation product lines and the Non-Medical segment is comprised of the Electrochem product line.

We utilize a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31. The second quarter of 2019 and 2018 each contained 13 weeks and ended on June 28 and June 29, respectively. The Company’s 2019 fiscal year will end on January 3, 2020 and will be a fifty-three week period. Fiscal year 2018 ended on December 28, 2018 and was a fifty-two week period.

Discontinued Operations and Divestiture

On July 2, 2018, we completed the sale of the Advanced Surgical and Orthopedic product lines (the “AS&O Product Line”) for net cash proceeds of approximately $581 million, resulting in the recognition of a pre-tax gain of approximately $195 million during the year ended December 28, 2018. In connection with the sale, the parties executed a transition services agreement whereby we provided certain corporate services (including accounting, payroll, and information technology services) to Viant to facilitate an orderly transfer of business operations. Viant paid us for these services, the performance of which by Integer was substantially complete as of June 28, 2019. In addition, the parties executed long-term supply agreements under which the parties have agreed to supply the other with certain products at prices specified in the agreements for a term of three years.

On June 14, 2019, Viant paid us $4.8 million for the final net working capital adjustment, which was recognized as gain on sale from discontinued operations, net of taxes, during the quarter ending June 28, 2019.

The results of operations of the AS&O Product Line have been classified as discontinued operations for all periods presented. Prior period amounts have been reclassified to conform to the continuing operations reporting presentation. All results and information presented exclude the AS&O Product Line unless otherwise noted.

Refer to Note 2 “Discontinued Operations and Divestiture” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about the divestiture of the AS&O Product Line.

Strategic Overview

We continue to take steps to better align our resources in order to invest to grow, protect, preserve and to enhance the profitability of our portfolio of products. In addition to our portfolio strategy, we have launched the execution of six key operational strategic imperatives designed to drive excellence in everything we do:


•	Sales Force Excellence: We are changing the organization structure to match product line growth strategies and customer needs. This change is about getting more out of the capability we already have, and will increase individual accountability and clarity of ownership.


•	Market Focused Innovation: We are ensuring we get the most return on our research & development investments. Integer is currently focusing on getting a clearer picture of how we spend our money and ensuring we are spending it in the right places so we can increase investments to drive future growth.

•

Manufacturing Process Excellence: The goal is to deliver world-class operational performance in the areas of safety, quality, delivery and overall efficiency. We want to transition our manufacturing into a competitive advantage through a single, enterprise-wide manufacturing structure known as the Integer Production System. This system will provide standardized systems and processes by leveraging best practices and applying them across all of our global sites.


•	Business Process Excellence: Integer is taking a systematic approach to driving excellence in everything we do by standardizing, optimizing and ultimately sustaining all of our processes.

•

Performance Excellence: We are raising the bar on associate performance to maximize our impact. This includes aligning key roles with critical capabilities, positioning the best talent against the biggest work, and putting tools and processes in place to provide higher financial rewards for top performers, so our top performers can see increased results in pay for increased results in their performance.


•	Leadership Capability: We have a robust plan to make leadership a competitive advantage for Integer, and since the success rate is higher with internal hires, we are focusing on finding and developing leaders from within the Company to build critical capabilities for future success.

- 29 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

We believe Integer is well-positioned within the medical technology and MDO manufacturing market and that there is a robust pipeline of opportunities to pursue. We have expanded our medical device capabilities and are excited about opportunities to partner with customers to drive innovation. We believe we have the scale and global presence, supported by world-class manufacturing and quality capabilities, to capture these opportunities. We are confident in our capabilities as one of the largest MDO manufacturers, with a long history of successfully integrating companies, driving down costs and growing revenues over the long-term. Ultimately, our strategic vision is to drive shareholder value by enhancing the lives of patients worldwide by being our customers’ partner of choice for innovative technologies and services.

2019 Outlook^(a)

(dollars in millions, except per share amounts)



	GAAP		Non-GAAP^(b)
Continuing Operations:	As Reported	Growth	Adjusted	Growth
Sales	$1,265 to $1,280	4% to 5%	$1,265 to $1,280	4% to 6%
Income	$95 to $102	102% to 117%	$140 to $147	13% to 18%
EBITDA	N/A	N/A	$277 to $285	7% to 10%
Earnings per Diluted Share	$2.89 to $3.09	101% to 115%	$4.25 to $4.45	12% to 17%

(a)

Except as described below, further reconciliations by line item to the closest corresponding financial measure prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for Adjusted Sales, Adjusted Income, earnings before interest, taxes, depreciation, and amortization (“EBITDA”), and Adjusted EBITDA and Adjusted Earnings per diluted share (“EPS”), all from continuing operations, included in our “2019 Outlook” above, 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 income and diluted EPS, both from continuing operations, for 2019 are expected to consist of GAAP income from continuing operations and diluted EPS from continuing operations, excluding items such as intangible amortization, IP-related litigation costs, consolidation and realignment costs, asset dispositions, severance and loss on extinguishment of debt totaling approximately $57 million, pre-tax. The after-tax impact of these items is estimated to be approximately $45 million, or approximately $1.36 per diluted share.

Adjusted EBITDA from continuing operations is expected to consist of Adjusted income from continuing operations, excluding items such as depreciation, interest, stock-based compensation and taxes totaling approximately $138 million.

- 30 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Financial Overview of Continuing Operations

Income from continuing operations for the second quarter and first six months of 2019 was $28.2 million, or $0.85 per diluted share, and $49.6 million, or $1.50 per diluted share, respectively, compared to income from continuing operations of $23.1 million, or $0.70 per diluted share, and $36.1 million, or $1.11 per diluted share, for the second quarter and first six months of 2018, respectively. These year over year variances are primarily the result of the following:

•

Sales from continuing operations for the second quarter of 2019 decreased $0.3 million and increased $22.0 million for the first six months of 2019 when compared to the same periods in 2018. The increase for the first six months of 2019 was due to growth in Cardio & Vascular, Cardiac & Neuromodulation and Electrochem sales, partially offset by lower Advanced Surgical, Orthopedic & Portable Medical in comparison to the first six months of 2018. During the second quarter and first six months of 2019, price reductions given to our larger OEM customers in return for long-term volume commitments lowered sales by $3.7 million and $6.4 million, respectively, in comparison to the same periods in 2018. In comparison to the prior year periods, foreign currency exchange rates decreased sales from continuing operations by approximately $0.7 million and $1.6 million for the second quarter and first six months of 2019, respectively.

•

Gross profit from continuing operations for the second quarter of 2019 decreased $1.8 million, compared to the same period in 2018, primarily due to price reductions and inflation, partially mitigated by production efficiencies. Gross profit from continuing operations for the first six months of 2019 increased $3.3 million, compared to the same period in 2018, primarily due to the increase in sales from continuing operations and benefits of production efficiencies achieved, partially offset by price reductions given to our customers and inflation.


•	Operating expenses for the second quarter and first six months of 2019 were lower by $6.8 million and $10.8 million, respectively, compared to the same periods in 2018, due to decreases in all categories of operating expenses.


•	Interest expense for the second quarter and first six months of 2019 decreased by $1.6 million and $3.4 million, respectively, compared to the same periods in 2018, primarily due to lower outstanding debt balances due to the repayment of debt over the last year.


•	During the second quarter and first six months of 2019, we recognized net losses on equity investments of $1.6 million and $1.7 million, respectively, and net gains for the second quarter and first six months of 2018 of $0.3 million and $5.3 million, respectively. Gains and losses on equity investments are generally unpredictable in nature.


•	Other income, net for the second quarter and first six months of 2019 was $0.7 million and $0.6 million, respectively, compared to $2.4 million and $1.4 million during the same periods in 2018, primarily due to lower foreign currency gains in the 2019 periods compared to the same periods in 2018.

•

We recorded provisions for income taxes for the second quarter and first six months of 2019 of $6.6 million and $10.4 million, respectively, compared with $8.7 million and $14.1 million during the same periods in 2018. Refer to Note 9 “Income Taxes” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report and the “Provision for Income Taxes” section of this Item for additional information.

Our CEO’s View

We delivered strong organic profit growth in the second quarter, on flat revenue which was in line with our expectations. We are on track to deliver on our improved full year guidance, which reflects slight increases in income, adjusted EBITDA and EPS.

Strong cash flow generation enabled continued debt leverage reduction to 3.1 times adjusted EBITDA. We continue to execute our operational strategy and have increased our full year profit outlook.

- 31 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Our Financial Results of Continuing Operations

The following tables present selected financial information from continuing operations derived from our Condensed Consolidated Financial Statements, contained in Item 1 of this report, for the periods presented (dollars in thousands, except per share). All financial information presented is from continuing operations unless otherwise specified.



	Three Months Ended
	June 28,			June 29,			Change
	2019			2018			$			%
Medical Sales:
Cardio & Vascular	$	150,397		$	148,766		$	1,631		1.1	%
Cardiac & Neuromodulation	114,488			115,941			(1,453		)	(1.3	)%
Advanced Surgical, Orthopedics & Portable Medical	32,646			34,751			(2,105		)	(6.1	)%
Total Medical Sales	297,531			299,458			(1,927		)	(0.6	)%
Non-Medical	16,663			15,006			1,657			11.0	%
Total Sales	314,194			314,464			(270		)	(0.1	)%
Cost of sales	217,210			215,699			1,511			0.7	%
Gross profit	96,984			98,765			(1,781		)	(1.8	)%
Gross profit as a % of sales	30.9		%	31.4		%
Selling, general and administrative expenses (“SG&A”)	33,143			36,780			(3,637		)	(9.9	)%
SG&A as a % of sales	10.5		%	11.7		%
Research, development and engineering costs (“RD&E”)	11,396			12,935			(1,539		)	(11.9	)%
RD&E as a % of sales	3.6		%	4.1		%
Other operating expenses	3,108			4,692			(1,584		)	(33.8	)%
Operating income	49,337			44,358			4,979			11.2	%
Operating margin	15.7		%	14.1		%
Interest expense	13,612			15,234			(1,622		)	(10.6	)%
(Gain) loss on equity investments, net	1,611			(284		)	1,895			^NM
Other income, net	(718		)	(2,387		)	1,669			(69.9	)%
Income from continuing operations before income taxes	34,832			31,795			3,037			9.6	%
Provision for income taxes	6,610			8,739			(2,129		)	(24.4	)%
Effective tax rate	19.0		%	27.5		%
Income from continuing operations	$	28,222		$	23,056		$	5,166		22.4	%
Income from continuing operations as a % of sales	9.0		%	7.3		%
Diluted earnings per share from continuing operations	$	0.85		$	0.70		$	0.15		21.4	%

- 32 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS



	Six Months Ended
	June 28,			June 29,			Change
	2019			2018			$			%
Medical Sales:
Cardio & Vascular	$	302,971		$	285,629		$	17,342		6.1	%
Cardiac & Neuromodulation	231,399			224,851			6,548			2.9	%
Advanced Surgical, Orthopedics & Portable Medical	64,234			68,692			(4,458		)	(6.5	)%
Total Medical Sales	598,604			579,172			19,432			3.4	%
Non-Medical	30,266			27,718			2,548			9.2	%
Total Sales	628,870			606,890			21,980			3.6	%
Cost of sales	443,276			424,593			18,683			4.4	%
Gross profit	185,594			182,297			3,297			1.8	%
Gross profit as a % of sales	29.5		%	30.0		%
SG&A	68,099			73,209			(5,110		)	(7.0	)%
SG&A as a % of sales	10.8		%	12.1		%
RD&E	22,991			26,211			(3,220		)	(12.3	)%
RD&E, Net as a % of sales	3.7		%	4.3		%
Other operating expenses	5,998			8,476			(2,478		)	(29.2	)%
Operating income	88,506			74,401			14,105			19.0	%
Operating margin	14.1		%	12.3		%
Interest expense	27,442			30,829			(3,387		)	(11.0	)%
(Gain) loss on equity investments, net	1,652			(5,254		)	6,906			^NM
Other income, net	(552		)	(1,427		)	875			(61.3	)%
Income from continuing operations before income taxes	59,964			50,253			9,711			19.3	%
Provision for income taxes	10,376			14,113			(3,737		)	(26.5	)%
Effective tax rate	17.3		%	28.1		%
Income from continuing operations	$	49,588		$	36,140		$	13,448		37.2	%
Income from continuing operations as a % of sales	7.9		%	6.0		%
Diluted earnings per share from continuing operations	$	1.50		$	1.11		$	0.39		35.1	%

^NM Calculated amount not meaningful

- 33 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Product Line Sales of Continuing Operations Highlights

For the second quarter and first six months of 2019, Cardio & Vascular sales increased $1.6 million, or 1%, and $17.3 million or 6%, respectively, versus the comparable 2018 periods. The increase in the second quarter of 2019 compared to the same quarter in 2018 was primarily due to strong peripheral vascular and structural heart growth, partially offset by the expected impact of an electrophysiology program maturing life cycle and a supplier quality related delay. The increase in the first six months of 2019 was driven by customer share gains, new product launches, and the impact of a long-term agreement with a current customer related to their existing products. During the second quarter and first six months of 2019, price reductions lowered Cardio & Vascular sales by $1.7 million and $3.5 million, respectively, in comparison to the 2018 periods. Foreign currency exchange rate fluctuations decreased Cardio & Vascular sales for the second quarter and first six months of 2019 by $0.7 million and $1.6 million, respectively, in comparison to the 2018 periods primarily due to U.S. dollar fluctuations relative to the Euro.

For the second quarter and first six months of 2019, Cardiac & Neuromodulation sales decreased $1.5 million, or 1%, and increased $6.5 million or 3%, respectively, versus the comparable 2018 periods. The increase in the first six months of 2019 in Cardiac & Neuromodulation sales was mainly due to the impact of the aforementioned long-term customer agreement. Neuromodulation continued growth driven by spinal cord stimulation and increasingly stronger revenue from early-stage neuromodulation companies. During the second quarter and first six months of 2019, price reductions lowered Cardiac & Neuromodulation sales by $2.1 million and $3.3 million, respectively, in comparison to the to the 2018 periods. Foreign currency exchange rate fluctuations did not have a material impact on Cardiac & Neuromodulation sales during the second quarter and first six months of 2019 in comparison to the same periods of 2018.

In addition to Portable Medical sales, Advanced Surgical, Orthopedic & Portable Medical includes sales to the acquirer of our AS&O Product Line, Viant, under the long-term supply agreements (“LSAs”) entered into as of the closing of the divestiture for the sale of products by the Company to Viant. For the second quarter and first six months of 2019, Advanced Surgical, Orthopedic & Portable Medical sales decreased $2.1 million, or 6%, and $4.5 million or 6%, respectively, versus the comparable 2018 periods. The sales declines were due to Portable Medical growth being offset by a decline in advanced surgical and orthopedic products. Price reductions and foreign currency exchange rate fluctuations did not have a material impact on Advanced Surgical, Orthopedic & Portable Medical sales during the second quarter and first six months of 2019 in comparison to the same periods of 2018.

For the second quarter and first six months of 2019, Non-Medical sales increased $1.7 million, or 11%, and $2.5 million or 9%, respectively, versus the comparable 2018 periods. The increases in Non-Medical sales were primarily due to energy market demand and increased customer penetration. Price reductions and foreign currency exchange rate fluctuations did not have a material impact on Non-Medical sales during the second quarter and first six months of 2019 in comparison to the same periods of 2018.

- 34 -

Gross Profit

Changes to gross profit as a percentage of sales (“Gross Margin”) from the prior year were due to the following:



	Change From Prior Year
	Three Months		Six Months
Price^(a)	(1.2	)%	(1.0	)%
Mix^(b)	0.1		0.2
Incentive compensation^(c)	(0.3	)	(0.2	)
Production efficiencies and volume leverage^(d)	0.9		0.5
Total percentage point change to gross profit as a percentage of sales	(0.5	)%	(0.5	)%

^__________


^(a)	Our Gross Margin for the second quarter and first six months of 2019 has been negatively impacted by price reductions given to our larger OEM customers in return for long-term volume commitments.


^(b)	Our Gross Margin for the second quarter and first six months of 2019 has been positively impacted by a higher mix of sales of higher margin products.


^(c)	Amounts represent the impact to our Gross Margin attributable to our cash and stock incentive programs, including performance-based compensation, which is accrued based upon actual results achieved.


^(d)	Represents various increases and decreases to our Gross Margin. Overall, our Gross Margin for the second quarter and first six months of 2019 was positively impacted by production efficiencies, lower amortization expense and, on a year-to-date basis, higher sales volume.

SG&A Expenses

Changes to SG&A expenses from the prior year were due to the following (in thousands):



	Change From Prior Year
	Three Months			Six Months
Transition services agreement^(a)	$	(1,161	)	$	(2,758	)
Professional fees^(b)	(659		)	173
Compensation and benefit costs	(513		)	(724		)
Intangible asset amortization	(172		)	(477		)
Other general and administrative expenses	(1,132		)	(1,324		)
Net decrease in SG&A Expenses	$	(3,637	)	$	(5,110	)

^__________

^(a)

Represents the amount included in SG&A Expenses, which was charged to Viant for transition services provided during the second quarter and first six months of 2019. We executed a transition services agreement in conjunction with the sale of the AS&O Product Line, whereby we agreed to provide certain corporate services (including accounting, payroll, and information technology services) to Viant to facilitate an orderly transfer of business operations. This provision of services under the agreement was completed during the second quarter of 2019.

^(b)

Professional fees decreased during the second quarter of 2019 compared to the prior year period, primarily due to lower legal costs, including legal expenses incurred related to our on-going patent infringement case. Refer to Note 10 “Commitments and Contingencies” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for information related to this patent infringement litigation.

RD&E

RD&E expense for the three and six months ended June 28, 2019 was $11.4 million and $23.0 million, respectively, compared to $12.9 million and $26.2 million for the three and six months ended June 29, 2018. RD&E expense is influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations.

- 35 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Other Operating Expenses

Refer to Note 8 “Other Operating Expenses” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further information related to these initiatives. Other Operating Expenses (“OOE”) is comprised of the following (in thousands):



	Three Months Ended					Six Months Ended
	June 28, 2019		June 29, 2018			June 28, 2019		June 29, 2018
Strategic reorganization and alignment^(a)	$	1,656	$	3,727		$	3,390	$	5,781
Manufacturing alignment to support growth^(b)	561		1,103			1,146		1,616
Consolidation and optimization expenses^(c)	—		(14		)	—		561
Asset dispositions, severance and other^(d)	891		(124		)	1,462		518
Total other operating expenses	$	3,108	$	4,692		$	5,998	$	8,476

^__________

^(a)

As a result of the strategic review of our customers, competitors and markets, we began taking steps in the fourth quarter of 2017 to better align our resources in order to enhance the profitability of our portfolio of products. These initiatives include improving our business processes and redirecting investments away from projects where the market does not justify the investment, as well as aligning resources with market conditions and our future strategic direction. Expenses for the second quarter and first six months of 2019 and 2018 primarily consist of severance costs and fees for professional services.


^(b)	In 2017, we initiated several initiatives designed to reduce costs, improve operating efficiencies and increase manufacturing capacity to accommodate growth. The plan involves the relocation of certain manufacturing operations and expansion of certain of our facilities.


^(c)	During 2018, we incurred costs primarily related to the closure of our Clarence, NY facility.


^(d)	Amounts include expenses related to other initiatives not described above, which relate primarily to integration and operational initiatives to reduce costs and improve operational efficiencies. Expenses for the second quarter and first six months of 2019 and 2018 primarily include severance costs and fees for professional services.

We continually evaluate our operating structure in order to maximize efficiencies and drive margin expansion. For 2019, Other Operating Expenses is expected to be approximately $10 million to $15 million.

Interest Expense

Interest Expense for the three and six months ended June 28, 2019 was $13.6 million and $27.4 million, respectively, compared to $15.2 million and $30.8 million for the three and six months ended June 29, 2018. We paid down $50.4 million of debt during the second quarter of 2019 and $65.8 million during the first six months of 2019 on our Term Loan Facilities. The weighted average interest rates paid on outstanding borrowings for the three and six months ended June 28, 2019 was 5.16% and 5.14%, respectively, compared to 5.13% and 4.99%, for the comparable periods in 2018. The weighted average interest rates paid in 2019 reflect increases in LIBOR during 2018, partially offset by reductions to the applicable interest rate margins of our Term Loan A and Term Loan B facilities. Cash interest expense decreased $1.6 million and $2.6 million for the three and six months ended June 28, 2019, when compared to the same periods in 2018, primarily due to the decrease in outstanding borrowings. Debt related charges included in interest expense (i.e. deferred fee and discount amortization) for the three and six months ended June 28, 2019 were $1.9 million and $3.7 million, respectively, compared to $1.9 million and $4.4 million for the three and six months ended June 29, 2018. The decrease in debt related charges during the first six months of 2019 is primarily attributable to lower accelerated write-offs (losses from extinguishment of debt) of deferred fees and original issue discount related to prepayments of portions of our Term Loan B facility. We recognized losses from extinguishment of debt during the three and six months ended June 28, 2019 of $0.6 million and $1.0 million, respectively, compared to $0.4 million and $1.5 million for the three and six months ended June 29, 2018. See Note 6 “Debt” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information pertaining to our debt.

As of June 28, 2019, approximately 32% of our principal amount of debt outstanding was subject to variable rates, in comparison to approximately 79% as of December 28, 2018. In April 2019, we entered into interest rate swap agreements that we expect will further reduce our interest expense and exposure to fluctuations in the LIBOR rate. These swap agreements converted $400 million of our outstanding debt to fixed rate indebtedness for the next year, as well as extended our $200 million interest rate swap for an additional three years.

- 36 -

In July 2019, we entered into an additional interest rate swap agreement that will convert $85 million of our outstanding debt to fixed rate indebtedness until July 2020. If this additional interest rate swap agreement had been in place as of June 28, 2019, approximately 22% of our principal amount of debt outstanding would be subject to variable rates.

(Gain) Loss on Equity Investments, Net

During the three and six months ended June 28, 2019, we recognized net losses of $1.6 million and $1.7 million, respectively, compared to net gains of $0.3 million and $5.3 million during the three and six months ended June 29, 2018, respectively, on our equity investments. Gains and losses on equity investments are generally unpredictable in nature. During the second quarter of 2019, we recognized an impairment charge of $1.6 million related to an investment in one of our non-marketable equity securities. The residual amounts for 2019 and 2018 relate to our share of equity method investee gains/losses including unrealized appreciation of the underlying interests of the investee. As of June 28, 2019 and December 28, 2018, we held $21.0 million and $22.8 million, respectively, of equity investments. See Note 14 “Financial Instruments and Fair Value Measurements” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further details regarding these investments.

Other Income, Net

Other Income, Net for the three and six months ended June 28, 2019 was $0.7 million and $0.6 million, respectively, compared to $2.4 million and $1.4 million for the three and six months ended June 29, 2018, respectively. Other Income, Net is primarily comprised of income (loss) from the impact of foreign currency exchange rates on transactions denominated in foreign currencies. Our foreign currency transaction gains/losses are based on fluctuations of the U.S. dollar relative to the Euro, Mexican peso, Uruguayan pesos or Malaysian ringgits.

The impact of foreign currency exchange rates on transactions denominated in foreign currencies included in Other Income, Net for the three and six months ended June 28, 2019 was $0.3 million and $0.1 million, respectively, compared to $2.2 million and $0.9 million for the three and six months ended June 29, 2018, respectively. We continually monitor our foreign currency exposures and seek to take steps to mitigate these risks. However, fluctuations in foreign currency exchange rates could have a significant impact, positive or negative, on our financial results in the future.

Provision for Income Taxes

We recognized income tax expense of $6.6 million (effective tax rate of 19.0%) for the second quarter of 2019 on $34.8 million of pre-tax income from continuing operations compared to income tax expense of $8.7 million (effective tax rate of 27.5%) on $31.8 million of pre-tax income from continuing operations for the same period of 2018. The income tax expense for the first six months of 2019 was $10.4 million (effective tax rate of 17.3%) on income from continuing operations before taxes of $60.0 million compared to $14.1 million (effective tax rate of 28.1%) on $50.3 million of income from continuing operations before taxes for the same period of 2018.

Our effective tax rate for the second quarter and first six months of 2019 differs from the second quarter and first six months of 2018 due principally to the impact of the Global Intangible Low-Taxed Income (GILTI) tax, as well as the impact of our earnings realized in foreign jurisdictions with statutory rates that are different than the federal statutory rate. The GILTI provisions require the inclusion of our foreign subsidiary earnings in excess of a deemed return on the foreign subsidiary’s tangible assets in our U.S. income tax return. There is a statutory deduction of 50% of the GILTI inclusion, however the deduction is subject to limitations based on U.S. taxable income. As of the second quarter of 2018, we had net operating losses to offset substantially all of our forecasted U.S. taxable income and as such, was temporarily subject to the deduction limitation, which correspondingly imposes an incremental impact on U.S. income tax. We are not forecasting a limitation of the GILTI deduction in 2019.

We expect continued volatility in our effective tax rate due to several factors including: changes in the mix of pre-tax income from continuing operations and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. We continuously evaluate and currently have various tax planning initiatives in place that are aimed at reducing our effective tax rate over the long term.

Our effective tax rate for 2019 differs from the U.S. federal statutory tax rate of 21% due principally to the net impact of the GILTI tax, the Company’s earnings outside the U.S., which are generally taxed at rates that differ from the U.S federal rate, and the availability of tax credits.

- 37 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Our earnings outside the U.S. are generally taxed at blended rates that are marginally lower than the U.S. federal rate. The GILTI provisions require us to include foreign subsidiary earnings in excess of a deemed return on the foreign subsidiary’s tangible assets in our U.S. income tax return. The foreign jurisdictions in which we operate and where our foreign earnings are primarily derived, include Switzerland, Mexico, Uruguay, Malaysia and Ireland. While we are not currently aware of any material trends in these jurisdictions that are likely to impact our current or future tax expense, our future effective tax rates could be adversely affected by earnings being lower than anticipated in countries where we have lower effective tax rates and higher than anticipated in countries where we have higher effective tax rates, or by changes in tax laws or regulations. We regularly assess any significant exposure associated with increases in tax rates in international jurisdictions and adjustments are made as events occur that warrant adjustment to our tax provisions.

- 38 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Liquidity and Capital Resources



(dollars in thousands)	June 28, 2019		December 28, 2018
Cash and cash equivalents	$	15,922	$	25,569
Working capital	261,844		251,680
Current ratio	2.42		2.53

Cash and cash equivalents at June 28, 2019 decreased by $9.6 million from December 28, 2018 as excess cash on hand was used to pay down our debt. Working capital increased by $10.2 million from December 28, 2018, primarily due to an increase in accounts receivable and prepaid and other current assets, partially offset by the reduced cash balance and increase in accounts payable.

At June 28, 2019, $6.5 million of our cash and cash equivalents were held by foreign subsidiaries. We intend to limit our distributions from foreign subsidiaries to previously taxed income or current period earnings. If distributions are made utilizing current period earnings, we will record foreign withholding taxes in the period of the distribution.

Summary of Cash Flow



	Six Months Ended
(in thousands)	June 28, 2019			June 29, 2018
Cash provided by (used in):
Operating activities	$	67,550		$	67,219
Investing activities	(11,094		)	(19,095		)
Financing activities	(66,273		)	(74,523		)
Effect of foreign currency exchange rates on cash and cash equivalents	170			2,363
Net change in cash and cash equivalents	$	(9,647	)	$	(24,036	)

The cash flow information presented includes cash flows related to the discontinued operations.

Operating Activities – During the six months ended June 28, 2019, we generated cash from operations of $67.6 million compared to $67.2 million for the six months ended June 29, 2018. This increase was primarily due to a $3.5 million decrease in cash flow provided by working capital, partially offset by a $3.9 million increase in cash net income (i.e. net income plus adjustments to reconcile net income to net cash provided by operating activities). The cash flow from working capital change during the period was primarily due to higher accounts receivable as a result of increased sales during the second quarter of 2019 as well as the payment of customer rebates.

Investing Activities – The $8.0 million decrease in net cash used in investing activities was primarily attributable to the receipt of cash proceeds of $4.8 million from Viant during the second quarter of 2019 resulting from the net working capital adjustment for the sale of the AS&O Product Line, as well as lower purchases of property, plant, and equipment, due to the sale of the AS&O Product Line. Our current expectation is that capital spending for 2019 will be in the range of $50 million to $55 million. We anticipate that cash on hand, cash flows from operations and available borrowing capacity under our Revolving Credit Facility will be sufficient to fund these capital expenditures.

Financing Activities – Net cash used in financing activities for the second quarter of 2019 was $66.3 million compared to $74.5 million in the comparable 2018 period. Financing activities during the first six months of 2019 included net payments of $65.8 million related to paying down our debt obligations compared to $75.1 million for the comparable 2018 period.

Capital Structure – As of June 28, 2019, our capital structure consists of $863 million of debt, net of deferred fees and discounts, outstanding under our Senior Secured Credit Facilities and 33 million shares of common stock outstanding. We have access to $183 million of borrowing capacity under our Revolving Credit Facility. We are also authorized to issue up to 100 million shares of common stock and 100 million shares of preferred stock. Our debt service obligations, comprised of principal and interest payments for the remainder of 2019, are estimated to be approximately $40 million.

- 39 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents and potential borrowings under our Revolving Credit Facility are sufficient to meet our working capital, debt service and capital expenditure requirements for the next twelve months. If our future financing needs increase, we may need to arrange additional debt or equity financing. Accordingly, we evaluate and consider from time to time various financing alternatives to supplement our existing financial resources. However, we cannot be assured that we will be able to enter into any such arrangements on acceptable terms or at all.

Credit Facilities - As of June 28, 2019, we had senior secured credit facilities (the “Senior Secured Credit Facilities”) that consist of (i) a $200 million revolving credit facility (the “Revolving Credit Facility”), which had available borrowing capacity of $183.2 million as of June 28, 2019, (ii) a $286 million term loan A facility (the “TLA Facility”), and (iii) an $580 million term loan B facility (the “TLB Facility”). The Revolving Credit Facility will mature on October 27, 2020, the TLA Facility will mature on October 27, 2021 and the TLB Facility will mature on October 27, 2022.

The Revolving Credit Facility and TLA Facility contain financial covenants requiring (A) a maximum total net leverage ratio of 5.00:1.0, subject to periodic step downs beginning in the third quarter of 2019 and (B) a minimum interest coverage ratio of adjusted EBITDA (as defined in the Senior Secured Credit Facilities) to interest expense of 3.0:1.0. The TLB Facility does not contain any financial maintenance covenants. As of June 28, 2019, our total net leverage ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 2.9 to 1.0. For the twelve month period ended June 28, 2019, our ratio of adjusted EBITDA to interest expense, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 6.2 to 1.0.

Failure to comply with these financial covenants would result in an event of default as defined under the Revolving Credit Facility and TLA Facility unless waived by the lenders. An event of default may result in the acceleration of our indebtedness. As a result, management believes that compliance with these covenants is material to us. As of June 28, 2019, we were in full compliance with the financial covenants described above. As of June 28, 2019, our adjusted EBITDA would have to decline by approximately $125 million, or approximately 42%, in order for us to not be in compliance with our financial covenants. The Revolving Credit Facility is supported by a consortium of thirteen lenders with no lender controlling more than 33% of the facility.

See Note 6 “Debt” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for a further information on the Company’s outstanding debt.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements within the meaning of Item 303(a)(4) of Regulation S-K.

Impact of Recently Issued Accounting Standards

In the normal course of business, we evaluate all new accounting pronouncements issued by the Financial Accounting Standards Board, Securities and Exchange Commission, or other authoritative accounting bodies to determine the potential impact they may have on our Condensed Consolidated Financial Statements. See Note 1 “Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.

Contractual Obligations

There have been no significant changes to our contractual obligations during the quarter ended June 28, 2019 as compared to those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 28, 2018.

Critical Accounting Policies and Estimates

The preparation of our Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Our estimates, assumptions and judgments are based on historical experience and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other sources. Making estimates, assumptions and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Management believes the estimates, assumptions and judgments employed and resulting balances reported in the Condensed Consolidated Financial Statements are reasonable; however, actual results could differ materially.

- 40 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

There have been no significant changes to the critical accounting policies and estimates as compared to those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 28, 2018.

Use of Non-GAAP Financial Information

We prepare our condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Additionally, we report and discuss in our earnings releases and investor presentations adjusted pre-tax income, adjusted income, adjusted earnings per diluted share (“EPS”), earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and adjusted EBITDA, all from continuing operations.

Adjusted pre-tax income, adjusted income and adjusted diluted EPS from continuing operations consist of GAAP amounts adjusted for the following to the extent occurring during the period: (i) acquisition and integration related charges and expenses, (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 litigation expenses, charges and gains, (vii) unusual or infrequently occurring items, (viii) gain/loss on equity investments, (ix) extinguishment of debt charges, (x) the net impact of long-term supply agreements (“LSAs”) entered into as of the closing of the divestiture of the AS&O Product Line, (xi) the income tax (benefit) related to these adjustments (not for adjusted pre-tax income) and (xii) certain tax items that are outside the normal provision for the period (not for adjusted pre-tax income). Adjusted diluted EPS is calculated by dividing adjusted income from continuing operations by diluted weighted average shares outstanding.

EBITDA from continuing operations is calculated by adding back interest expense, GAAP provision (benefit) for income taxes, depreciation and amortization expense, to income from continuing operations, which is the most directly comparable GAAP measure. Adjusted EBITDA from continuing operations consists of EBITDA from continuing operations plus GAAP stock-based compensation and the same adjustments as listed above except for items (ii), (ix), (xi) and (xii).

We believe that the presentation of adjusted income, adjusted diluted EPS, EBITDA, and adjusted EBITDA, all from continuing operations, 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, including compliance with our bank covenant calculations.

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

Income from Continuing Operations and Diluted EPS Reconciliations

A reconciliation of GAAP income from continuing operations and diluted earnings per share (“EPS”) from continuing operations to adjusted amounts is as follows (in thousands, except per share amounts):



	Three Months Ended
	June 28, 2019						June 29, 2018
	Pre-Tax		Net of Tax		Per Diluted Share		Pre-Tax			Net of Tax			Per Diluted Share
As reported income from continuing operations (GAAP)	$	34,832	$	28,222	$	0.85	$	31,795		$	23,056		$	0.70
Adjustments:
Amortization of intangibles^(a)	9,831		7,778		0.24		10,519			8,296			0.25
Certain legal expenses (SG&A)^(a)(b)	680		537		0.02		476			376			0.01
Strategic reorganization and alignment (OOE)^(a)(c)	1,656		1,287		0.04		3,727			2,950			0.09
Manufacturing alignment to support growth (OOE)^(a)(d)	561		393		0.01		1,103			815			0.02
Consolidation and optimization expenses (OOE)^(a)(e)	—		—		—		(14		)	(10		)	—
Asset dispositions, severance and other (OOE)^(a)(f)	891		699		0.02		(124		)	(106		)	—
(Gain) loss equity investments, net^(a)	1,611		1,273		0.04		(284		)	(225		)	(0.01		)
Loss on extinguishment of debt^(a)(g)	562		443		0.01		417			329			0.01
LSA adjustments^(a)(h)	—		—		—		(3,283		)	(2,594		)	(0.08		)
Tax adjustments⁽ⁱ⁾	—		—		—		—			1,857			0.06
Adjusted income from continuing operations (Non-GAAP)	$	50,624	$	40,632	$	1.23	$	44,332		$	34,744		$	1.06

Diluted weighted average shares for adjusted EPS			33,009							32,720

	Six Months Ended
	June 28, 2019						June 29, 2018
	Pre-Tax		Net of Tax		Per Diluted Share		Pre-Tax			Net of Tax			Per Diluted Share
As reported income from continuing operations (GAAP)	$	59,964	$	49,588	$	1.50	$	50,253		$	36,140		$	1.11
Adjustments:
Amortization of intangibles^(a)	19,685		15,574		0.47		21,172			16,693			0.51
Certain legal expenses (SG&A)^(a)(b)	2,076		1,640		0.05		797			630			0.02
Strategic reorganization and alignment (OOE)^(a)(c)	3,390		2,637		0.08		5,781			4,577			0.14
Manufacturing alignment to support growth (OOE)^(a)(d)	1,146		807		0.02		1,616			1,184			0.04
Consolidation and optimization expenses (OOE)^(a)(e)	—		—		—		561			445			0.01
Asset dispositions, severance and other (OOE)^(a)(f)	1,462		1,152		0.03		518			364			0.01
(Gain) loss equity investments, net^(a)	1,652		1,305		0.04		(5,254		)	(4,151		)	(0.13		)
Loss on extinguishment of debt^(a)(g)	974		769		0.02		1,474			1,164			0.04
LSA adjustments^(a)(h)	—		—		—		(6,119		)	(4,834		)	(0.15		)
Tax adjustments⁽ⁱ⁾	—		—		—		—			2,951			0.09
Adjusted income from continuing operations (Non-GAAP)	$	90,349	$	73,472	$	2.23	$	70,799		$	55,163		$	1.69

Diluted weighted average shares for adjusted EPS			32,995							32,572

^__________

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INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

^(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 in Mexico, Netherlands, Uruguay, Ireland and Switzerland, as adjusted for the existence of net operating losses (“NOLs”). Amortization of intangibles and other operating expense for 2018 have also been adjusted to reflect the estimated impact relating to our disallowed deduction of the GILTI tax, as described in footnote (i) below. Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.

^(b)

In 2013, we filed suit against AVX Corporation alleging they were infringing our intellectual property. Given the complexity and significant costs incurred pursuing this litigation, we are excluding these litigation expenses from adjusted amounts. This matter proceeded to trial during the first quarter of 2016 and again in the third quarter of 2017 that resulted in a jury awarding damages in the amount of $37.5 million. In March 2018, the court vacated that damage award and ordered a new trial on damages. In the January 2019 retrial on damages, the jury awarded damages in the amount of $22.2 million. This award is subject to post-trial proceedings. On July 31, 2019, the U. S. District Court for the District of Delaware entered an order in the AVX litigation denying AVX’s post-trial motion to overturn the jury verdict in our favor. To date, no gains have been recognized in connection with this litigation. The second quarter 2019 also includes costs associated with responding to a subpoena in connection with a legal matter to which we are a non-party witness.

^(c)

Amounts include expenses related to implementing our strategy that is designed to better align our resources in order to invest to grow, protect, preserve and to enhance the profitability of our portfolio of products, including focusing our investment in RD&E and manufacturing, improving our business processes and redirecting investments away from projects where the market does not justify the investment. During 2019 and 2018, we incurred charges related to this strategy, which primarily consisted of severance costs and fees for professional services.


^(d)	Includes expenses related to several initiatives designed to reduce costs, improve operating efficiencies and increase manufacturing capacity to accommodate growth. The plan involves the relocation of certain manufacturing operations and expansion of certain of our facilities.


^(e)	During 2018, we incurred costs primarily related to the closure of our Clarence, NY facility.


^(f)	Amounts include expenses related to other initiatives not described above, which relate primarily to integration and operational initiatives to reduce costs and improve operational efficiencies.


^(g)	Represents debt extinguishment charges in connection with pre-payments made on our Term Loan B Facility, which are included in interest expense.


^(h)	Reflects the net impact of the LSAs entered into as of the closing of the divestiture of the AS&O Product Line. These LSAs govern the sale of products supplied by Viant to the Company for further resale to customers and by the Company to Viant for further resale to customers.

⁽ⁱ⁾

The tax adjustment for 2018 represents the estimated impact relating to our disallowed deduction of the GILTI tax, as mandated by the Tax Reform Act. This disallowed deduction of the GILTI tax (approximately 50% of the total GILTI tax) is due to the Company making use of its U.S. NOLs during 2018. This adjustment makes our Adjusted Diluted EPS from continuing operations more comparable with other global companies that are not subject to this disallowed GILTI tax deduction and more comparable to the Company’s results following the full utilization of its U.S. NOLs.

- 43 -

INTEGER HOLDINGS CORPORATION

MANAGEMENT'S DISCUSSION AND ANALYSIS

EBITDA and Adjusted EBITDA Reconciliation

A reconciliation of GAAP income from continuing operations to EBITDA from continuing operations and adjusted EBITDA from continuing operations is as follows (dollars in thousands):



	Three Months Ended					Six Months Ended
	June 28, 2019		June 29, 2018			June 28, 2019		June 29, 2018
Income from continuing operations (GAAP)	$	28,222	$	23,056		$	49,588	$	36,140

Interest expense	13,612		15,234			27,442		30,829
Provision for income taxes	6,610		8,739			10,376		14,113
Depreciation	9,046		10,006			18,850		19,969
Amortization	9,831		10,519			19,685		21,172
EBITDA from continuing operations (Non-GAAP)	67,321		67,554			125,941		122,223
Certain legal expenses	680		476			2,076		797
Stock-based compensation (excluding OOE)	2,673		2,199			5,386		5,178
Strategic reorganization and alignment	1,656		3,727			3,390		5,781
Manufacturing alignment to support growth	561		1,103			1,146		1,616
Consolidation and optimization expenses	—		(14		)	—		561
Asset dispositions, severance and other	891		(124		)	1,462		518
(Gain) loss on equity investments, net	1,611		(284		)	1,652		(5,254		)
LSA adjustments	—		(3,283		)	$	—	$	(6,119	)
Adjusted EBITDA from continuing operations (Non-GAAP)	$	75,393	$	71,354		$	141,053	$	125,301

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Refer to information appearing under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q. Furthermore, a discussion of market risk exposures is included in Part II, Item 7A, Quantitative and Qualitative Disclosure about Market Risk, of the Company’s Annual Report on Form 10-K for the year ended December 28, 2018. There have been no material changes in reported market risk since the inclusion of this discussion in the Company’s Annual Report on Form 10-K referenced above.

ITEM 4. CONTROLS AND PROCEDURES


a.	Evaluation of Disclosure Controls and Procedures

Our management, including the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) related to the recording, processing, summarization and reporting of information in our reports that we file with the Securities and Exchange Commission as of June 28, 2019. These disclosure controls and procedures have been designed to provide reasonable assurance that material information relating to us, including our subsidiaries, is made known to our management, including these officers, by our employees, and that this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on their evaluation, as of June 28, 2019, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective.


b.	Changes in Internal Control Over Financial Reporting

During the Company’s most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

There were no new material legal proceedings that are required to be reported in the quarter ended June 28, 2019, and no material developments during the quarter in the Company’s legal proceedings as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 28, 2018, except that with respect to the AVX litigation, on July 31, 2019, the U. S. District Court for the District of Delaware entered an order in the AVX litigation denying AVX’s post-trial motion to overturn the jury verdict in favor of the Company.


ITEM 1A.	RISK FACTORS

There have been no material changes to the Company’s risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 28, 2018.


ITEM 6.	EXHIBITS



Exhibit Number		Description

10.1#*		Employment Offer Letter, dated November 30, 2017, between Integer Holdings Corporation and Kirk Thor

31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.

32.1**		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*		XBRL Extension Schema Document

101.CAL*		XBRL Extension Calculation Linkbase Document

101.LAB*		XBRL Extension Label Linkbase Document

101.PRE*		XBRL Extension Presentation Linkbase Document

101.DEF*		XBRL Extension Definition Linkbase Document



*	Filed herewith.
**	Furnished herewith.
#	Indicates exhibits that are management contracts or compensation plans or arrangements.

- 46 -

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 thereunto duly authorized.



Dated:	August 1, 2019	INTEGER HOLDINGS CORPORATION

		By:	/s/ Joseph W. Dziedzic
			Joseph W. Dziedzic
			President and Chief Executive Officer
			(Principal Executive Officer)

		By:	/s/ Jason K. Garland
			Jason K. Garland
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)

		By:	/s/ Tom P. Thomas
			Tom P. Thomas
			Vice President, Corporate Controller
			(Principal Accounting Officer)

- 47 -




/s/ Joseph W. Dziedzic
Joseph W. Dziedzic
President & Chief Executive Officer


•	Inventions, Non-Disclosure and Non-Solicitation Agreement



1.	I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 28, 2019 of Integer Holdings Corporation;



2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;



3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;



4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:



	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;



	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;



	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and



	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.



	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and



	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.