Public Lender Presentation

35
Public Lender Presentation Term Loan B Repricing November 12, 2019

Transcript of Public Lender Presentation

Page 1: Public Lender Presentation

Public Lender Presentation Term Loan B Repricing

November 12, 2019

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Presentation of Financial Information &

Forward-Looking Statements Important Information

This presentation contains summarized information concerning Integer Holdings Corporation (the “Company”) and its business,

operations, financial performance and trends. The historical financial and operating data contained herein reflect the consolidated

results of the Company for the periods indicated. No representation is made that the information in this presentation is complete. For

additional financial and business-related information, as well as information regarding business and product line trends, see the

Company’s most recent Annual Report on Form 10-K (“Form 10-K”) and Quarterly Reports on Form 10-Q filed with the U.S.

Securities and Exchange Commission (the “SEC”), as well other reports filed with the SEC from time-to-time. Such reports are or will

be available in the investor relations section of our corporate website (investor.integer.net) and the SEC’s website (www.sec.gov).

Non-GAAP Financial Measures. This presentation includes financial information prepared in accordance with accounting principles

generally accepted in the United States (“GAAP”) as well as other financial measures referred to as non-GAAP. The non-GAAP

financial measures in this presentation, which include adjusted net income, adjusted diluted earnings per share, earnings before

interest taxes depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted sales, and organic growth rates should be

considered in addition to, but not as substitutes for, the information prepared in accordance with GAAP. For reconciliations of these

non-GAAP financial measures to the most comparable GAAP measures, please refer to the appendix to this presentation and the

earnings release associated with this quarterly period which can be found in the investor relations section of our corporate website

(investor.integer.net).

Forward Looking Statements. Some of the statements contained in this presentation whether written or oral may be “forward-

looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities

Exchange Act of 1934, as amended, including statements relating to future sales, expenses, and profitability; expected growth of our

business and industry; our ability to execute 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 repay existing indebtedness; our ability to remain

in compliance with our debt covenants; projected capital expenditures; our expected tax rates; and other events, conditions or

developments that will or may occur in the future. You can identify forward-looking statements by terminology such as “may,” “will,”

“should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or “variations”

or the negative of these terms or other comparable terminology. These statements are based on the Company’s current expectations

and speak only as of as of the date of this presentation. The Company’s actual results could differ materially from those stated or

implied by such forward-looking statements. Except as may be required by law, the Company assumes no obligation to update

forward-looking information, including information in this presentation, to reflect changed assumptions, the occurrence of

unanticipated events or changes in future operating results, financial conditions or prospects.

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Agenda

• Transaction Overview

• Financial Results

• Product Line Review

• 2019 Outlook

• Question & Answer Period

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Presenters

Tony Borowicz Senior Vice President, Strategy,

Corporate Development &

Investor Relations

Jason Garland Executive Vice President,

Chief Financial Officer

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Joe Dziedzic President and Chief

Executive Officer

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Transaction Overview

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Transaction Overview

• On November 7th, Integer Holdings Corporation (“Integer” or the “Company”) received commitments

for a private transaction relating to its existing Revolving Credit Facility and Term Loan A

• Extend RCF and TLA maturities to October 27, 2022 (coterminous with the Senior Secured Term Loan B)

• Reduce leverage-based pricing grid

• Incorporate several minor technical amendments

• Integer is now seeking to reprice its ~$563 million Term Loan B

• Reduce pricing to L + 250 bps (from L + 300 bps), 1% LIBOR floor, issued at par

• Reset 101 soft call protection for 6 months

• Minor technical amendments referenced above will be incorporated in the TLB repricing amendment

• Maturity unchanged (October 27, 2022)

• The Company is requesting commitments and consents by Friday, November 15th at 12:00PM ET

• Integer reported Q3 2019 earnings on Thursday, October 31st

• Through 9M 2019, 3% organic revenue growth, 9% adjusted EBITDA growth

• Through 9M 2019, Integer has paid down $102mm of debt

• Net Total Debt / Adjusted EBITDA of 3.0x, down from 3.5x at Q4 2018

• Increased 2019 FY Adjusted EBITDA and Adjusted EPS guidance. Sales guidance in line with guidance

provided at the beginning of the year.

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($ in millions) Pro forma LIBOR

9/27/2019 Rate Floor Maturity

Cash and Cash Equivalents $14

$200m Revolver due 2022 – L + 200 – Oct-22

Term Loan A due 2022 277 L + 200 – Oct-22

Term Loan B due 2022 563 L + 250 1.00% Oct-22

Total Secured Debt $840

Net Debt $826

Market Capitalization (1)

2,434

Enterprise Value $3,260

LTM Operating Statistics

Adjusted EBITDA $278

Cash Interest Expense 47

Capital Expenditures 36

Credit Statistics

Net Total Debt / Adjusted EBITDA 3.0x

Adjusted EBITDA / Cash Interest Expense 5.9x

Capitalization

(1) Closing share price as of 11/11/2019 of $74.49.

(2) Cash balance pro forma for estimated transaction fees and expenses.

Senior Secured Term Loan B repricing at L + 250; 1.00% LIBOR floor

(2)

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Overview of Proposed Term Loan B Repricing

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Borrower: Greatbatch Ltd. (the “Company” or the “Borrower”)

Parent: Integer Holdings Corporation (the “Parent”)

Facility: $563 million Senior Secured Term Loan B

Margin: L + 250 bps (from L + 300 bps)

LIBOR Floor: 1.00% (same as existing)

Price: 100.0

Ratings: Corporate: B1 (Positive) / B+ (Positive)

Facility: B1 (LGD 3) / B+ (Recovery Rating 3)

Maturity: Same as existing credit facility (October 27, 2022)

Prepayment Flexibility: Reset 101 soft call for the first 6 months, par thereafter

Guarantors: Same as existing credit facility

Security: Same as existing credit facility

Amortization: Same as existing credit facility

Negative Covenants: Same as existing credit facility (Please refer to TLB Amendment No. 6 for a description of minor

amendments being incorporated into the credit agreement)

Financial Covenants: None (Same as existing credit facility)

Integer is seeking to reprice its ~$563 million Term Loan B with the summary terms outlined below:

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Transaction Timeline

Date: Event

Tuesday, November 12th Launch Term Loan B Repricing with Public Lender Call (2:15PM ET)

Friday, November 15th Commitments Due (12:00PM ET)

Allocate Pro Rata and Term Loan B

Wednesday, November 20th Expected Transaction Closing

S M T W T F S

1 2

3 4 5 6 7 8 9

10 11 12 13 14 15 16

17 18 19 20 21 22 23

24 25 26 27 28 29 30

November 2019

Key dates

Holidays

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Financial Results

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3Q Financial Results

• Sales flat

• Adjusted EBITDA +4%, Adjusted Net Income +14%

• Paid $36 million of debt

4Q Financial Outlook

• Expect double digit sales growth, up 10% to 15%

• Adjusted EBITDA up 6% to 12%, Adjusted EPS up 9% to 18%

Increasing 2019 total year profit guidance

• Adjusted EBITDA $282 to $286

• Adjusted EPS $4.55 to $4.65

• Sales guidance unchanged, at low end of range

Third Quarter Financial Highlights

Integer delivered

improved profitability on

flat revenue

Increased profit guidance

Expect strong 4th Quarter

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(1) Refer to the appendix of this presentation for a reconciliation of Adjusted EBITDA, Adjusted Net Income, Adjusted EPS, and organic growth rates to the most directly comparable GAAP measure

(2) Organic sales growth rate converts current period sales from local currency to U.S. dollars using the previous period’s foreign currency exchange rates.

(3) Organic growth for Adjusted EBITDA, Adjusted Net Income, and Adjusted EPS exclude the impact of foreign currency reported in other (income) loss, net

($ in millions, except per share amounts)

Sales Adjusted EBITDA Adjusted Net Income

$304

As reported GAAP and Non-GAAP numbers

Foreign currency impact on reported GAAP and Non-GAAP numbers

$69 $67

3Q19 Adjusted Financial Results(1)

$305 $35

$40

Reported $1.06 $1.20

FX

Adjusted$1.10 $1.19

Adj.

EPS

0% organic(2) 1% organic(3) 9% organic(3)

0% reported 4% reported 14% reported% Growth

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Product Line Review

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Cardio & Vascular

Year-over-Year Sales Growth Continues(1) Trailing 4 Quarters

0%

Integer – Trailing 4 Quarters

0%

(1) Excludes impact from changes in foreign currency exchange rates

0%

0%

Advanced Surgical, Orthopedic & Portable Medical

Non-Medical (Electrochem)

Cardiac & Neuromodulation

Outlook

3% - 5%

4% - 7%

10% - 14%

2% - 5%

4% - 5.5%

Outlook

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Offering a full-range of products and services for catheter-based interventional vascular devices and a suite of supply chain solutions to support the

development and manufacturing of complex components, sub-assemblies and finished devices

Steerable Sheaths Catheters & Sheaths Guidewires, Stylets & Accessories

Introducers

Reported Trailing 4 Quarter Sales ($ in millions)

Organic Quarterly Y-o-Y % Change

• 3Q19 year-over-year decline (1.7M) YoY Var, (1.2%) Growth - driven by erosion of base business (8.0M), offset by customer demand variation +3.0M and NRE/Development/Pipeline +2.8M. In general the base business YoY has been declining while the new business has been increasing, albeit at a lower pace.

• Base Volume (4.6M) • (8.0M) Erosion

• ($6.3M) ABT TactiCath program – ramp down for next gen

• +3.0M Demand Variation • +2.9M JNJ Enterprise – Market expansion • +1.2M MDT/COV Neuro Avigo GW • +1.2M OEM Paragon GW • (1.2M) ABT OEM Predicate GW

• New Business +2.8M • +2.0M Engineering Services (+1.4M Edwards Lifesciences) • +0.8M Pipeline (+0.3M Various BSC components)

• Trailing 4-quarter sales growth of 4.6%, +26M (Prior Qtr = 41M)

driven by continued strong demand Peripheral vascular, steady growth in Mature Markets with large growth but relative small value in structural heart

• EP stronger last 2 qtrs (Q2: +18%; Q1: +29%) now flat due to Tacticath EOL

• PV = 8.4% growth, +16.6M, 63% of total growth, primarily driven by BSC catheter and guidewire increases +9.9M and Stryker catheter components +2.6M

• MM = 2.6% growth, +6.3M, 24% of total growth, primarily driven by Terumo M-wire and guidewire increases +3.5M and Cook catheters +1.6M

• Structural Heart = 21% growth (prior qtr=20%), +3.1M, 12% of total growth (7% in prior qtr) driven by BSC Safari

• Expect TRAILING 4 QTR growth trend to decrease to low single digits with

continued focus on high growth C&V market segments, as we fight off headwinds of lifecycle maturity and difficult YoY comps.

• EP – Trend decreases significantly in the 2nd half of the year resulting in a FY (8%) YoY growth driven by declining ABT Tacticath ($13.6M) YoY

• PV Trend increases in the balance of the year resulting in a FY 9.1% YoY growth (slightly down from prior year) driven by JNJ Enterprises, Stryker and BSC

• Mature Markets expecting steady growth for the balance of the year driven by CAH emerald wire and Terumo guidewires

• Structural Heart – Increases significantly in the 2nd half of the year leading to a forecasted 47% YoY growth rate. This is primarily driven by NRE with Edwards and BSC Safari.

Cardio & Vascular

• 3Q19 decreased 1% as the growth in peripheral vascular

and structural heart was offset by an end of life

electrophysiology program, which experienced the largest

quarterly decline to date

• Slowing trailing 4 quarter growth trend is primarily driven by

the ramp down of a specific electrophysiology end of life

product

• Expect low to mid single digit growth in 4Q19 as an

electrophysiology end of life program impact lessens. Full

year growth at market, excluding electrophysiology program

end of life 11% 10% 10% 7% 5%

4% 4%

Excluding sales of

electrophysiology

end of life program

Reported

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Providing technology solutions for the active implantable medical device industry by partnering with customers to bring high-quality products to

established and emerging markets – from initial concept through high-volume manufacturing

Pulse Generator Components &

Assemblies

Leads & Lead Components, Adaptors & Assemblies

Pulse Generators & External Solutions (Programmers, Chargers,

Patient Devices)

Reported Trailing 4 Quarter Sales ($ in millions)

• 3Q19 year-over-year growth (3.3M) YoY Var, (3.0%) decline driven by Neuromodulation ($2.9M) and CRMN ($0.4M)

• Base Volume (4.2M) • (2.2M) Demand Variation

• (1.7M) Microport, FT and Batteries • (1.6M) Abbott, Tachy and Unify/Fortify ICD • (1.5M) Nevro – demand shift to new gen • +0.7M Biotronik, mostly QMR

• (1.4M) Erosion • ($1M) Medtronic, mostly Octad and Leads

• New Business +1.0M • (3.6M) cannibalization of Biotronik ICD Capacitors offset

by +4.1M Biotronik iShock product launch • +1.1M Engineering Services

• +0.5M Galvani Bioelectronics • +0.4M Biotronik

• Trailing 4-quarter sales decline of (1.0%) driven by lost business

headwinds in CRM and only partially offset by Neuromodulation growth.

• Neuromodulation = 2.9% growth (Prior Qtr = 10%), +3.8M, driven by market growth, customer share gain and new product launches with Nuvectra +5.4M, Livanova + 2.1M, Beijing Pins + 2.1M offset by decline in Abbott ($3.3M) MDT Octad continuing to trend down (now flat to last year)

• CRM = (2.8%), ($8.8M) driven by MDT ($7.4M) and Biotronik ($6.7M), mostly FT offset by the ABT MSA accrual +6.5M.

• Non-Medical 26% growth, +0.8M, driven by increases with Emerson and Honeywell.

• Expect trend of growth in Neuromodulation to offset headwinds in CRM resulting in low single digit trailing growth rates for the balance of the year.

• CRM will be flat to slightly positive driven by overall lower market growth rate combined with reduced pricing headwinds and reduced share loss erosion.

• Neuromodulation growth rates will be lumpy on a quarterly basis but are expected to recover during the remainder of the year due to increases in Nuvectra and Nevro IPGs and Inspire Medical leads. MDT Octad program expected to continue to decline.

CRM & Neuromodulation

• 3Q19 decline due to neuromodulation customer demand

shift to the fourth quarter and flat CRM; total year

neuromodulation device commitments remain, per supply

agreements

• Trailing 4 quarter decline driven by CRM variability and

slower neuromodulation sales

• Expect double digit 4Q19 growth from neuromodulation

devices and strong CRM volume. Expect full year double

digit neuromodulation growth and low-single-digit CRM

growth

6% 4% 4% 2% (1)%

Organic Quarterly Y-o-Y % Change

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Orthopedic Implants &

Instruments

Core Battery

Pack Assemblies Li-Ion Battery

Packs

Electrosurgical

Accessories

• 3Q19 rebound of sales attributable to an increase in the

advanced surgical base products and new product launches

in portable medical

• Trailing 4 quarter sales trend remains relatively flat across all

product lines

• Expecting strong 4Q19 sales across all categories from

increased end-market demand

Reported Trailing 4 Quarter Sales ($ in millions)

• 3Q19 year-over-year growth +$1.7M, +5.2% driven by increase in Advanced Surgical and Power Solutions, offset by decrease in Orthopedics

• Advanced Surgical +1.4M favorable due to return of KCI base business return from Viant +1.8M offset by small divestitures of base business to Viant.

• Power Solutions +$0.2M increase driven by new product launches (Varex Imaging +0.3M and other smaller ones) as well as Engineering services +0.3M offset by Base erosion for Carestream Health (0.4M)

• Orthopedics – ($0.2M) driven by base products divested to Viant.

• Trailing 4-quarter sales growth of 0.5%, +$0.7M, driven by return of previously divested ASO business (KCI VAC), and ABT Batteries

• Advanced Surgical +1.8M, 4.5% driven by return of KCI VAC business

• Orthopedics - +1.5M, 11% driven by continuing strong growth with Stryker Reamers (sold to Viant)

• Power Solutions – ($1.9M), (2.7%) decline driven by Stryker battery quality issues ($5.4M) in 2017 causing 2018 increase and challenging comparison. This is partially offset by strong ABT and Varex battery performances.

• Expect acceleration in growth rates resulting in low single digit trailing growth rates for the balance of the year.

• Advanced Surgical expected to continue growing driven by KCI and Stryker

• Orthopedics sales to Viant increasing • Power Solutions expected to reverse negative trend driven

by Cochlear and ABT battery demand.

Advanced Surgical, Orthopedics & Portable Medical

14% 14% 7% 1% 0%

Offering a broad portfolio of power solutions and technologies to Portable

Medical markets and supporting the divested AS&O product line

Organic Quarterly Y-o-Y % Change

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Enhancing lives worldwide by providing superior power solutions that

enable the success and advancement of our customers’ critical applications

Battery Packs Battery Chargers Battery Cells

Reported Trailing 4 Quarter Sales ($ in millions)

• 3Q19 year-over-year growth +$1.7M YoY Var, +13.8% - Driven by New business product launches

• +0.8M Leidos new commercial primary pack launch • +$0.6M Weatherford Primary Battery pack

• Trailing 4-quarter sales growth of +4.2% driven by improvements in

Energy market conditions and increased Military sales offset by Environmental sales

• +1.6M, +4.5% Energy – Baker Hughes, Weatherford and NDT Global offset by Halliburton

• +1.4M, +23% Military mostly Harris Corp. • (0.7M), (5.3%) Environmental

• Expect return to high single digit or low teens YoY growth as new

products launch in the energy market continue and the Environmental market turns around

• +4.6M YoY in 19 for new product across all markets • +3.5M YoY in 19 for market demand increases, +1.8M

Energy, +1.2M Military, +0.4M Environmental

Electrochem

• 3Q19 growth driven by energy market demand and

favorable military order timing

• Trailing 4 quarter revenue returning to growth as we cycle

through 2017 energy industry growth and inventory

replenishment

• Expect strong 4Q19 growth to continue from increased

military and environmental demand against softening

energy market

3% (7)% (8)% (4)% 4%

Organic Quarterly Y-o-Y % Change

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Cash Flow & Leverage

Debt Payments

(1) Free Cash Flow defined as Cash Flow from Operations

less Capital Expenditures, net of proceeds from sale of

property, plant, and equipment

(2) Leverage calculated as total principal amount of debt

outstanding less Cash and Cash Equivalents divided by

trailing 4 quarter Adjusted EBITDA

(3) 3Q18 Accelerated Repayments totaled $588M; $548M

from divestiture proceeds plus $40M from operations

Cash Flow From Ops Free Cash Flow (1)

Accelerated Repayment from Divestiture Proceeds

Accelerated Repayment

Required Repayment

• Reduced leverage ratio to

3.0 times adjusted EBITDA

• No significant maturities

until 2021; well within

covenants

Leverage (2)

$595

$40

$548

(3)

2019 3Q Highlights

($ in millions)

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2019 Outlook

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4Q 2019 Outlook

Adjusted EPS

$303 $1.04

$333 - $348 $1.13 - $1.23

($ in millions except per share amounts)

Growth % 10% - 15% 9% - 18%

Sales

$68 $72 - $76

6% - 12%

Adjusted EBITDA

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2019 Full-Year Outlook

Adjusted EPS

$1,213 $3.80

$1,265 - $1,280 $4.55 - $4.65

($ in millions except per share amounts)

Growth % 4% - 5.5% 20% - 22%

Adjusted Sales

$259

$282 - $286

9% - 10%

Adjusted EBITDA

$1,265 - $1,280 $277 - $285 $4.25 - $4.45 Prior Guidance

$1,260 - $1,280 $275 - $283 $4.05 - $4.25 Original Guidance

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Debt Payments

(1) Free Cash Flow defined as Cash Flow from Operations less Capital Expenditures, net of proceeds from sale of property, plant, and equipment

(2) Leverage calculated as total principal amount of debt outstanding less Cash and Cash Equivalents divided by Trailing 4 Quarter Adjusted EBITDA

Cash Flow From Ops Free Cash Flow(1) Leverage(2)

2019 Cash Flow Outlook ($ in millions)

$548

$160 - $170

$110 - $120

$105 - $115

$67 - $77

Target

2.5x - 3.5x

Divestiture Proceeds

Accelerated Repayment

Required Repayment

$700

$160 - $170 $110 - $120 $105 - $115 2.5x - 3.5x Original

Guidance

No

change,

despite

$15 million

acquisition

~2.9x

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Questions?

ITGR: Term Loan B Repricing – Public Lender Presentation / November 12, 2019 / Page 23

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APPENDIX

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Non-GAAP Reconciliation Income from Continuing Operations and Diluted EPS Reconciliation – QTD

See the Footnotes to this table on page 27 of this presentation

($ in thousands, except per share amounts)

Need to update footnotes if

slides are added or subtracted

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Non-GAAP Reconciliation Income from Continuing Operations and Diluted EPS Reconciliation – YTD

See the Footnotes to this table on page 27 of this presentation

($ in thousands, except per share amounts)

Need to update footnotes if

slides are added or subtracted

ITGR: Term Loan B Repricing – Public Lender Presentation / November 12, 2019 / Page 26

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Footnotes to Non-GAAP Reconciliation

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Non-GAAP Reconciliation 3Q19 Income from Continuing Operations and Diluted EPS Reconciliation – Detailed View ($ in thousands, except per share amounts)

2018

GAAP Non-GAAP Non-GAAP

Sales 303,587$ -$ -$ -$ -$ 303,587$ 305,088$ (0.5)%

Cost of sales 210,201 (3,165) - - - 207,036 209,798 (1.3)%

Gross profit 93,386 3,165 - - - 96,551 95,290 1.3%

Gross margin 30.8% 1.0% 0.0% 0.0% 0.0% 31.8% 31.2% 0.6 pts

Operating expenses:

Selling, general and administrative 32,935 (6,617) (99) - - 26,219 26,852 (2.4)%

SG&A as a % of sales 10.8% -2.2% 0.0% 0.0% 0.0% 8.6% 8.8% (0.2) pts

Research, development and engineering 11,729 - - - - 11,729 12,195 (3.8)%

RD&E as a % of sales 3.9% 0.0% 0.0% 0.0% 0.0% 3.9% 4.0% (0.1) pts

Other operating expenses 2,241 - - (2,241) - - - 0.0%

Total operating expenses 46,905 (6,617) (99) (2,241) - 37,948 39,047 (2.8)%

Operating income 46,481 9,782 99 2,241 - 58,603 56,243 4.2%

Operating margin 15.3% 3.2% 0.0% 0.7% 0.0% 19.3% 18.4% 0.9 pts

Interest expense 12,337 - - - (291) 12,046 13,872 (13.2)%

Gain on equity investments (986) - - - 986 - - 0.0%

Other (income) loss, net (369) - - - - (369) 1,684 (121.9)%

Income before taxes 35,499 9,782 99 2,241 (695) 46,926 40,687 15.3%

Provision for income taxes 4,913 2,032 21 531 (146) 7,351 5,837 25.9%

Effective tax rate 13.8% 20.8% 21.2% 23.7% 21.0% 15.7% 14.3% 1.4 pts

Net income 30,586$ 7,750$ 78$ 1,710$ (549)$ 39,575$ 34,850$ 13.6%

Diluted earnings per share 0.92$ 0.23$ -$ 0.05$ (0.02)$ 1.20$ 1.06$ 13.2%

Weighted average shares - Diluted 33,068 33,068 33,068 33,068 33,068 33,068 32,899 0.5%

Adjusted

Continuing

Operations

2019

Adjusted

Continuing

Operations CHANGE

Adjustments

Continuing

Operations

Amortization

of intangibles

Certain legal

expenses

Other

operating

expenses

Debt /

investment

related

charges

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Non-GAAP Reconciliation YTD Income from Continuing Operations and Diluted EPS Reconciliation – Detailed View ($ in thousands, except per share amounts)

2018

GAAP Non-GAAP Non-GAAP

Sales 932,457$ -$ -$ -$ -$ 932,457$ 909,975$ 2.5%

Cost of sales 653,477 (9,622) - - - 643,855 631,118 2.0%

Gross profit 278,980 9,622 - - - 288,602 278,857 3.5%

Gross margin 29.9% 1.0% 0.0% 0.0% 0.0% 31.0% 30.6% 0.4 pts

Operating expenses:

Selling, general and administrative 101,034 (19,845) (2,175) - - 79,014 85,558 (7.6)%

SG&A as a % of sales 10.8% -2.1% -0.2% 0.0% 0.0% 8.5% 9.4% (0.9) pts

Research, development and engineering 34,720 - - - - 34,720 38,329 (9.4)%

RD&E as a % of sales 3.7% 0.0% 0.0% 0.0% 0.0% 3.7% 4.2% (0.5) pts

Other operating expenses 8,239 - - (8,239) - - - 0.0%

Total operating expenses 143,993 (19,845) (2,175) (8,239) - 113,734 123,887 (8.2)%

Operating income 134,987 29,467 2,175 8,239 - 174,868 154,970 12.8%

Operating margin 14.5% 3.2% 0.2% 0.9% 0.0% 18.8% 17.0% 1.8 pts

Interest expense 39,779 - - - (1,265) 38,514 43,227 (10.9)%

Loss on equity investments 666 - - - (666) - - 0.0%

Other (income) loss, net (921) - - - - (921) 257 (458.4)%

Income before taxes 95,463 29,467 2,175 8,239 1,931 137,275 111,486 23.1%

Provision for income taxes 15,289 6,143 457 1,933 406 24,228 21,473 12.8%

Effective tax rate 16.0% 20.8% 21.0% 23.5% 21.0% 17.6% 19.3% (1.7) pts

Net income 80,174$ 23,324$ 1,718$ 6,306$ 1,525$ 113,047$ 90,013$ 25.6%

Diluted earnings per share 2.43$ 0.71$ 0.05$ 0.19$ 0.05$ 3.42$ 2.75$ 24.3%

Weighted average shares - Diluted 33,019 33,019 33,019 33,019 33,019 33,019 32,681 1.0%

Adjusted

Continuing

Operations CHANGE

2019

Adjustments

Continuing

Operations

Amortization

of intangibles

Certain legal

expenses

Other

operating

expenses

Debt /

investment

related

charges

Adjusted

Continuing

Operations

ITGR: Term Loan B Repricing – Public Lender Presentation / November 12, 2019 / Page 29

Page 31: Public Lender Presentation

Non-GAAP Reconciliation EBITDA and Adjusted EBITDA Reconciliation ($ in thousands)

ITGR: Term Loan B Repricing – Public Lender Presentation / November 12, 2019 / Page 30

Page 32: Public Lender Presentation

Non-GAAP Reconciliation Organic Sales Growth Rate Reconciliation (% Change)

a) Represents adjustment to third quarter and year-to-date 2017 sales to exclude the net impact of the LSA.

b) Third quarter and year-to-date 2018 sales were positively impacted by $0.1 million (negative impact) and $2.3 million (positive impact), respectively, due to foreign

currency exchange rate fluctuations, primarily in our Cardio & Vascular product line.

ITGR: Term Loan B Repricing – Public Lender Presentation / November 12, 2019 / Page 31

Page 33: Public Lender Presentation

Non-GAAP Reconciliation 2019 Full-Year Outlook(a)

($ in millions, except per share amounts)

ITGR: Term Loan B Repricing – Public Lender Presentation / November 12, 2019 / Page 32

Page 34: Public Lender Presentation

Non-GAAP Reconciliation EBITDA and Adjusted EBITDA Reconciliation

($ in thousands)

ITGR: Term Loan B Repricing – Public Lender Presentation / November 12, 2019 / Page 33

Page 35: Public Lender Presentation

Key Syndication Contacts

Credit Suisse

Loan Sales

Name / Title Business information

Matthew Tuck

Managing Director

Phone:

Email:

212-325-9915

[email protected]

Joe Friedman

Managing Director

Phone:

Email:

212-538-0731

[email protected]

Bill Bermont

Managing Director

Phone:

Email:

212-538-6310

[email protected]

Craig Jeffers

Managing Director

Phone:

Email:

212-538-3567

[email protected]

Brian Bowden

Director

Phone:

Email:

212-325-6851

[email protected]

Jeff Oke

Vice President

Phone:

Email:

212-538-4614

[email protected]

Lacey Vigmostad

Vice President

Phone:

Email:

212-325-0339

[email protected]

Loan Syndicate

Name / Title Business information

Jonathan Moneypenny

Managing Director

Phone:

Email:

212-538-1686

[email protected]

Leveraged Finance

Name / Title Business information

Michael Rutherford

Managing Director

Phone:

Email:

212-538-4612

[email protected]

Kevin Johnston

Associate

Phone:

Email:

212-538-1004

[email protected]

Andrew Kerber

Analyst

Phone:

Email:

212-325-1683

[email protected]

Corporate Banking

Name / Title Business information

Lingzi Huang

Vice President

Phone:

Email:

212-325-2879

[email protected]

Greg Fligor

Analyst

Phone:

Email:

212-538-5798

[email protected]

ITGR: Term Loan B Repricing – Public Lender Presentation / November 12, 2019 / Page 34