U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter ended April 2, 2004
Commission File Number 1-16137
WILSON GREATBATCH TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State of incorporation)
16-1531026
(I.R.S. employer identification no.)
9645 Wehrle Drive
Clarence, New York
14031
(Address of principal executive offices)
(716) 759-5600
(Registrant's telephone number, including area code)
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 [ X ] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2). Yes [ X ] No [ ]
The number of shares outstanding of the Company's common stock, $.001 par value
per share, as of May 7, 2004 was: 21,367,821 shares
WILSON GREATBATCH TECHNOLOGIES, INC.
TABLE OF CONTENTS FOR FORM 10-Q
QUARTER ENDED MARCH 31, 2004
Page
COVER PAGE 1
TABLE OF CONTENTS 2
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheet 3
Condensed Consolidated Statement of Operations 4
Condensed Consolidated Statement of Cash Flows 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 14
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 20
ITEM 4. Controls and Procedures 20
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 21
ITEM 2. Changes in Securities, Use of Proceeds and Issuer Purchases
of Equity Securities 21
ITEM 3. Defaults Upon Senior Securities 21
ITEM 4. Submission of Matters to a Vote of Security Holders 21
ITEM 5. Other Information 21
ITEM 6. Exhibits and Reports on Form 8-K 21
SIGNATURES 22
EXHIBIT INDEX 23
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WILSON GREATBATCH TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET - Unaudited
(IN THOUSANDS)
- ----------------------------------------------------------------------
ASSETS March 31, Dec. 31,
2004 2003
Current assets:
Cash and cash equivalents $74,253 $119,486
Short-term investments 7,649 11,559
Accounts receivable, net 27,491 23,726
Inventories 31,379 28,598
Prepaid expenses and other current assets 3,426 3,591
Refundable income taxes 591 583
Deferred income taxes 3,163 3,163
Asset available for sale 3,600 3,658
--------- ---------
Total current assets 151,552 194,364
Property, plant, and equipment, net 68,129 63,735
Intangible assets, net 67,161 51,441
Goodwill 156,664 119,521
Deferred income taxes 2,896 2,896
Other assets 6,332 6,286
--------- ---------
Total assets $452,734 $438,243
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $5,541 $4,091
Accrued expenses and other current liabilities 14,212 18,968
Current portion of long-term debt 612 850
--------- ---------
Total current liabilities 20,365 23,909
Long-term debt, net of current portion 879 928
Convertible subordinated notes 170,000 170,000
Deferred income taxes 15,246 7,251
Other long-term liabilities 815 815
--------- ---------
Total liabilities 207,305 202,903
--------- ---------
Stockholders' equity:
Preferred stock - -
Common stock 21 21
Additional paid-in capital 211,092 207,969
Deferred stock-based compensation (1,017) (1,185)
Treasury stock, at cost - (179)
Retained earnings 35,333 28,714
--------- ---------
Total stockholders' equity 245,429 235,340
--------- ---------
Total liabilities and stockholders' equity $452,734 $438,243
========= =========
The accompanying notes are an integral part of these condensed consolidated
financial statements
3
WILSON GREATBATCH TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - Unaudited
(IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
- ----------------------------------------------------------------------
Three months ended
March 31,
2004 2003
Sales $55,525 $54,857
Cost of sales 32,350 32,044
-------- --------
Gross profit 23,175 22,813
Selling, general and administrative expenses 6,925 7,691
Research, development and engineering costs, net 4,881 4,560
Amortization of intangible assets 775 815
Other operating expense, net 221 70
-------- --------
Operating income 10,373 9,677
Interest expense 1,160 931
Interest income (313) (9)
Other expense (income), net 2 (58)
-------- --------
Income before income taxes 9,524 8,813
Provision for income taxes 2,905 2,776
-------- --------
Net income $6,619 $6,037
======== ========
Earnings per share:
Basic $0.31 $0.29
Diluted $0.31 $0.28
Weighted average shares outstanding:
Basic 21,281 21,070
Diluted 21,692 21,354
The accompanying notes are an integral part of these condensed consolidated
financial statements
4
WILSON GREATBATCH TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - Unaudited
(IN THOUSANDS)
- ----------------------------------------------------------------------
Three months ended
March 31,
2004 2003
Cash flows from operating activities:
Net income $6,619 $6,037
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization 3,362 3,419
Stock-based compensation 881 -
Loss on disposal of assets 221 70
Changes in operating assets and liabilities:
Accounts receivable (3,765) (7,459)
Inventories (2,781) 2,191
Prepaid expenses and other current assets 210 2,052
Accounts payable 1,333 (974)
Accrued expenses and other current liabilities (3,837) (622)
Income taxes 332 311
-------- -------
Net cash provided by operating
activities 2,575 5,025
-------- -------
Cash flows from investing activities:
Sale of short-term investments 3,910 -
Acquisition of property, plant and equipment (6,615) (2,100)
Proceeds from sale of assets 9 2
Increase in other assets (68) (10)
Acquisition of subsidiary, net (45,445) -
-------- -------
Net cash used in investing activities (48,209) (2,108)
-------- -------
Cash flows from financing activities:
Principal payments of long-term debt - (5,500)
Principal payments of capital lease obligations (286) -
Issuance of common stock 508 -
Issuance of treasury stock 179 178
-------- -------
Net cash provided by (used in) financing
activities 401 (5,322)
-------- -------
Net decrease in cash and cash equivalents (45,233) (2,405)
Cash and cash equivalents, beginning of year 119,486 4,608
-------- -------
Cash and cash equivalents, end of period $74,253 $2,203
======== =======
The accompanying notes are an integral part of these condensed consolidated
financial statements
5
WILSON GREATBATCH TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - Unaudited
- --------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all of
the information necessary for a fair presentation of financial position,
results of operations, and cash flows in conformity with generally accepted
accounting principles. Operating results for interim periods are not
necessarily indicative of results that may be expected for the fiscal year
as a whole. 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 Wilson Greatbatch Technologies, Inc. (the "Company") for the
periods presented. The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, sales, expenses, and related disclosures at the date of the
financial statements and during the reporting period. Actual results could
differ from these estimates. For further information, refer to the
consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended January 2, 2004.
The Company utilizes a fifty-two, fifty-three week fiscal year ending on
the Friday nearest December 31st. For 52-week years, each quarter contains
13 weeks. For 53-week years, the first, second and third quarters each have
13 weeks, and the fourth quarter has 14 weeks. For clarity of presentation,
the Company describes all periods as if each quarter end is March 31st,
June 30th and September 30th and as if the year-end is December 31st.
2. ACQUISITION
During March 2004, the Company completed the following acquisition:
-- NanoGram Devices Corporation (NDC), a materials research and
development company focused on developing nanoscale materials for
implantable medical devices. NDC was acquired to further broaden
our battery product line offering. NDC utilizes nanomaterials
synthesis technology in the development of battery and medical
device applications.
The acquisition was accounted for using the purchase method of accounting
and accordingly, the results of the operations of NDC has been included in
the consolidated financial statements from the date of acquisition.
6
Acquisition information (in thousands):
NDC
----------
Acquisition date March 16,
2004
Purchase price:
Cash paid $45,000
Transaction costs 445
----------
Total purchase price $45,445
==========
Purchase price allocation:
Property and equipment $717
Other assets/(liabilities) (6,695)
Intangible assets (amortizing over 13 years) 16,500
Goodwill 34,923
----------
Total purchase price $45,445
==========
The above preliminary purchase price allocation has not been finalized, and
any required adjustments will be recorded as necessary.
The following pro forma information presents the Company's consolidated
results of operations for 2004 and 2003 as if the acquisition had been
consummated at January 3, 2003. The pro forma consolidated results of
operations include certain pro forma adjustments, including the
amortization of intangible assets and interest on a term loan.
March 31,
In thousands except per share amounts: 2004 2003
Revenues $55,525 $54,857
Net income $5,542 $5,116
Net income per diluted share: $0.26 $0.24
The proforma results are not necessarily indicative of those that would
have actually occurred had the acquisitions taken place at the beginning of
the periods presented.
3. STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation in accordance with
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation ("SFAS No. 123"). As permitted in that standard,
the Company has chosen to account for stock-based compensation using the
intrinsic value method prescribed in Accounting Principles Board No. 25,
Accounting for Stock Issued to Employees, and related interpretations.
The Company has determined the pro forma information as if the Company had
accounted for stock options granted under the fair value method of SFAS No.
123. The Black-Scholes option-pricing model was used with the following
weighted average assumptions. These pro forma calculations assume the
common stock is freely tradable for all periods presented and, as such, the
impact is not necessarily indicative of the effects on reported net income
of future years.
7
Three months ended
March 31,
2004 2003
Risk-free interest rate 3.07% 2.89%
Expected volatility 50% 55%
Expected life (in years) 5 5
Expected dividend yield 0% 0%
The Company's net income and earnings per share as if the fair value based
method had been applied to all outstanding and unvested awards in each year
is as follows (in thousands except per share data):
Three months ended
March 31,
2004 2003
Net income as reported $6,619 $6,037
Stock-based employee compensation cost included
in net income as reported, net of related tax
effects $612 $-
Stock-based employee compensation cost
determined using the fair value based method,
net of related tax effects $1,154 $385
Pro forma net income $6,077 $5,652
Earnings per share:
Basic - as reported $0.31 $0.29
Basic - pro forma $0.29 $0.27
Diluted - as reported $0.31 $0.28
Diluted - pro forma $0.28 $0.26
4. SUPPLEMENTAL CASH FLOW INFORMATION
Three months ended
March 31,
2004 2003
Noncash investing and financing activities
(in thousands):
Common stock contributed to ESOP $2,723 $3,668
8
5. SHORT-TERM INVESTMENTS
Short-term investments at March 31, 2004 consist of investments acquired
with maturities that exceed three months and are less than one year at the
time of acquisition.
Held-to-maturity securities comprised the following (in thousands):
As of March 31, 2004
Cost Gross Gross Estimated
unrealized Unrealized Fair
gains losses Value
Municipal Bonds $7,649 $- $(7) $7,642
-------- ----------- ----------- --------
Short-term investments $7,649 $- $(7) $7,642
======== =========== =========== ========
The municipal bonds have maturity dates ranging from April 2004 to July 2004.
As of December 31, 2003
Cost Gross Gross Estimated
unrealized Unrealized Fair
gains losses Value
Municipal Bonds $11,559 $- $(1) $11,558
-------- ----------- ----------- --------
Short-term investments $11,559 $- $(1) $11,558
======== =========== =========== ========
6. INVENTORIES
Inventories comprised the following (in thousands):
March 31, Dec. 31,
2004 2003
Raw materials $12,074 $11,688
Work-in-process 11,142 10,421
Finished goods 8,163 6,489
-------- --------
Total $31,379 $28,598
======== ========
9
7. INTANGIBLE ASSETS
Intangible assets comprised the following (in thousands):
As of March 31, 2004
Gross Accumulated Net
carrying Amortization Carrying
amount Amount
Amortizing intangible assets:
Patented technology $21,462 $(8,937) $12,525
Unpatented technology 30,886 (4,857) 26,029
Other 1,340 (918) 422
--------- ------------- --------
53,688 (14,712) 38,976
Unamortizing intangible assets:
Trademark and names 31,420 (3,235) 28,185
--------- ------------- --------
Total intangible assets $85,108 $(17,947) $67,161
========= ============= ========
Aggregate amortization expense for first quarter 2004 and 2003 was $781,000 and
$819,000 respectively.
Estimated amortization expense for the remainder of 2003 and for the years
subsequent to 2004 are as follows:
Remainder of 2004 3,202
2005 3,801
2006 3,772
2007 3,754
2008 3,754
2009 3,208
10
8. EARNINGS PER SHARE
The following table reflects the calculation of basic and diluted earnings
per share (in thousands, except per share amounts):
Three months
ended
March 31,
2004 2003
------- -------
Earnings per share - basic
- -------------------------------------------------------
Earnings available to common shareholders $6,619 $6,037
Weighted average shares outstanding 21,281 21,070
Earnings per share - basic $0.31 $0.29
Earnings per share - diluted
- -------------------------------------------------------
Earnings available to common shareholders $6,619 $6,037
Weighted average shares outstanding 21,281 21,070
Dilutive impact of options outstanding & unvested
restricted stock 411 284
------- -------
Weighted average shares and potential dilutive
shares outstanding 21,692 21,354
Earnings per share - diluted $0.31 $0.28
9. COMPREHENSIVE INCOME
For all periods presented, the Company's only component of comprehensive
income is its net income.
10. COMMITMENTS AND CONTINGENCIES
The Company is a party to various legal actions arising in the normal
course of business. The Company does not believe that the ultimate
resolution of any such pending activities will have a material adverse
effect on its consolidated results of operations, financial position, or
cash flows.
Product Warranties - The change in aggregate product warranty liability for
the quarter ended March 31, 2004, is as follows (dollars in thousands):
Beginning balance $313
Additions to warranty reserve 27
Warranty claims paid (27)
-----
Ending balance $313
=====
11. BUSINESS SEGMENT INFORMATION
The Company operates its business in two reportable segments: Implantable
Medical Components ("IMC") and Electrochem Power Solutions ("EPS"). The IMC
segment designs and manufactures batteries for devices in the cardiac
rhythm management ("CRM") industry including implantable cardioverter
defibrillators ("ICDs"), pacemakers, cardiac resynchronization therapy
("CRT") and other medical devices; and capacitors for ICDs, filtered
feedthroughs, engineered components and enclosures used in implantable
medical devices ("IMDs"). The EPS segment designs and manufactures high
performance batteries and battery packs for use in oil and gas exploration,
oceanographic equipment, and aerospace.
11
During 2003, the Company's IMC segment included multiple business units
that were aggregated because they share similar economic characteristics
and similarities in the areas of products, production processes, types of
customers, methods of distribution and regulatory environment. The
reportable segments were separately managed, and their performance was
evaluated based on numerous factors, including income from operations.
Effective January 1, 2004, the Company completed an internal reorganization
consolidating three business units into one business unit within the IMC
segment.
The Company defines segment income from operations as gross profit less
costs and expenses attributable to segment specific selling, general and
administrative, research, development and engineering expenses, intangible
amortization and other operating expenses. Segment income also includes a
portion of non-segment specific selling, general and administrative, and
research, development and engineering expenses based on allocations
appropriate to the expense categories. The remaining unallocated operating
expenses along with other income and expense are not allocated to
reportable segments. Transactions between the two segments are not
significant. The accounting policies of the segments are the same as those
described and referenced in Note 1.
An analysis and reconciliation of the Company's business segment
information to the respective information in the condensed consolidated
financial statements is as follows (dollars in thousands):
12
Three months ended
March 31,
Sales: 2004 2003
IMC
ICD batteries $9,420 $10,760
Pacemaker and other batteries 5,689 6,420
ICD Capacitors 8,408 7,148
Feedthroughs 13,755 11,173
Enclosures 5,397 6,934
Other 5,609 5,593
-------- --------
Total IMC 48,278 48,028
EPS 7,247 6,829
-------- --------
Total sales $55,525 $54,857
======== ========
Segment income from operations:
IMC $10,822 $11,326
EPS 2,295 588
-------- --------
Total segment income from operations 13,117 11,914
Unallocated operating expenses (2,744) (2,237)
-------- --------
Operating income as reported 10,373 9,677
Unallocated other income and expense (849) (864)
-------- --------
Income before income taxes as reported $9,524 $8,813
======== ========
The changes in the carrying amount of goodwill are as follows (amounts in
thousands):
IMC EPS Total
Balance at December 31, 2003 $116,955 $2,566 $119,521
Goodwill recorded during the year 37,143 - 37,143
--------- ------- ---------
Balance at March 31, 2004 $154,098 $2,566 $156,664
========= ======= =========
13
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Introduction
We are a leading developer and manufacturer of batteries, capacitors,
feedthroughs, enclosures, and other components used in implantable medical
devices ("IMDs") through our Implantable Medical Components ("IMC") business. We
also leverage our core competencies in technology and manufacturing through our
Electrochem Power Solutions ("EPS") business to develop and produce batteries
and battery packs for commercial applications that demand high performance and
reliability, including oil and gas exploration, oceanographic equipment and
aerospace.
The Company utilizes a fifty-two, fifty-three week fiscal year ending on the
Friday nearest December 31st. For 52-week years, each quarter contains 13 weeks.
For 53-week years, the first, second and third quarters each have 13 weeks, and
the fourth quarter has 14 weeks. For clarity of presentation, the Company
describes all periods as if each quarter end is March 31st, June 30th and
September 30th and as if the year-end is December 31st.
The commentary that follows should be read in conjunction with our consolidated
financial statements and related notes and with the Management's Discussion and
Analysis of Financial Condition and Results of Operations contained in our Form
10-K for the fiscal year ended December 31, 2003.
Application of Critical Accounting Estimates
Our unaudited consolidated financial statements are based on the selection of
accounting policies and the application of significant accounting estimates,
some of which require management to make significant assumptions. We believe
that some of the more critical estimates and related assumptions that affect our
financial condition and results of operations are in the areas of inventories,
goodwill and other indefinite lived intangible assets, long-lived assets and
income taxes.
During the three months ended March 31, 2004, we did not change or adopt new
accounting policies that had a material effect on our consolidated financial
condition and results of operations.
Overview
During first quarter 2004, there were many accomplishments that should further
strengthen our position in the marketplace for the balance of the year and
beyond.
-- We signed a development agreement with our fourth wet tantalum
capacitor customer and have commenced product development. Four of the
five worldwide cardiac rhythm management ("CRM") device manufacturers
have now adopted our capacitor technology.
14
-- We signed a QHR (formerly referred to as Quasar) high rate battery
product development agreement with a major CRM customer. This is the
second major CRM customer to adopt this next generation battery
technology.
-- We remain on schedule to deliver qualified QHR cells by the end of the
year.
-- We completed the acquisition of NDC allowing us to further broaden our
battery product line.
-- We improved our operating leverage as evidenced by the increase in our
operating margins to 18.7% in the first quarter of 2004 up from 17.7%
at the end of 2003.
-- We achieved our first Oracle implementation milestone by completing
the implementation for our EPS business unit. We remain on schedule to
complete the phase one enterprise-wide implementation by the end of
2004.
15
Results of Operation and Financial Condition
Three months
ended
March 31,
In thousands, except per share data 2004 2003 $Change % Change
- ----------------------------------------------------------------------
IMC
ICD batteries $9,420 $10,760 $(1,340) -12%
Pacemaker and other batteries 5,689 6,420 (731) -11%
ICD Capacitors 8,408 7,148 1,260 18%
Feedthroughs 13,755 11,173 2,582 23%
Enclosures 5,397 6,934 (1,537) -22%
Other 5,609 5,593 16 0%
--------------------------------
Total IMC 48,278 48,028 250 1%
EPS 7,247 6,829 418 6%
--------------------------------
Total sales 55,525 54,857 668 1%
Cost of sales 32,350 32,044 306 1%
--------------------------------
Gross profit 23,175 22,813 362 2%
Gross margin 41.7% 41.6%
Selling, general, and administrative
expenses (SG&A) 6,925 7,691 (766) -10%
SG&A as a % of sales 12.5% 14.0%
Research, development and engineering
costs, net (RD&E) 4,881 4,560 321 7%
RD&E as a % of sales 8.8% 8.3%
Intangible amortization 775 815 (40) -5%
Other operating expense 221 70 151 216%
--------------------------------
Operating income 10,373 9,677 696 7%
Operating margin 18.7% 17.6%
Interest expense 1,160 931 229 25%
Interest income (313) (9) (304) 3378%
Other expense (income), net 2 (58) 60 -103%
Provision for income taxes 2,905 2,776 129 5%
Effective tax rate 30.5% 31.5%
--------------------------------
Net income $6,619 $6,037 $582 10%
================================
Net margin 11.9% 11.0%
Diluted earnings per share $0.31 $0.28 $0.03 11%
16
Sales
IMC. The slight sales growth for IMC was led by sales of filtered feedthroughs.
Overall volume and mix more than offset a 3% price decrease. In addition, ICD
capacitor and coated component sales increased considerably over last year. The
sales increases over the prior year were tempered by decreased medical battery
sales in the quarter. Lower demand by certain of our CRM customers combined with
lower selling prices for both ICD and pacemaker batteries contributed to the
decline. Also affected by lower demand at certain CRM customers, medical
enclosure revenues declined from first quarter 2003. Selling price was not a
contributor to this decline.
EPS. The sales growth for EPS was the result of higher demand for products used
in domestic oceanographic applications and an increase in specialty batteries
for certain international customers.
Gross profit
Gross margin remained relatively flat compared to the first quarter of 2003. IMC
gross margin declined due to lower sales volumes for batteries and enclosures
combined with a sales mix that favored lower margin filtered feedthroughs and
coated components. The increase in gross margin is primarily due to cost
reductions for EPS resulting from the consolidation of the EPS plants that was
completed in 2003.
SG&A expenses
Expenses declined compared to last year in absolute dollars, and as a percent of
sales due the implementation of cost controls, the timing of certain
expenditures and the elimination of certain general management positions
resulting from an internal reorganization from four business units to two.
RD&E expenses
Expenses increased compared to last year in absolute dollars, and as a percent
of sales due to the addition of one month of development costs from NDC, our
newly acquired materials research laboratory. We expect the expense level for
RD&E to increase for the balance of 2004 as the new laboratory is fully
integrated. The additional expense is estimated at between $6.0 million and $7.0
million.
Amortization expense
The decrease in intangible amortization reflects the impact of the sale in June
2003 of certain intangible assets of the ceramic capacitor product line that was
part of the Sierra-KD components.
Other operating expense
The increase is primarily attributable to dispositions of property, plant and
equipment in the first quarter of 2004.
Interest expense and interest income
Interest expense increased as the interest-bearing debt as a percentage of total
capitalization increased from 27% in first quarter 2003 to 41% in the first
quarter of 2004. This increase in debt is the result of the issuance of the
convertible subordinated notes in second quarter 2003. Interest income increased
as the issuance of the notes provided additional funds that are being invested
on a short-term basis.
17
Provision for income taxes
Our effective tax rate declined primarily as a result of increased research and
development credits, as well as the benefits of federal and state tax planning
strategies.
Liquidity and Capital Resources
Our principal source of short-term liquidity is our working capital of $131.1
million at March 31, 2004 combined with our unused $20 million credit line with
our lending syndicate. At March 31, 2004 our current ratio was 7.4:1, down from
8.1:1 at December 31, 2003. We do not consider this decline to be significant as
$45.5 million of cash was utilized during the quarter to fund the acquisition of
NDC and our liquidity remains strong.
The Company regularly engages in discussions relating to potential acquisitions
and may announce an acquisition transaction at any time.
At March 31, 2004, our capital structure consisted primarily of $170.0 million
of convertible subordinated notes and our 21.3 million shares of common stock
outstanding. We have in excess of $81.0 million in cash, cash equivalents and
short-term investments and are in a position to facilitate future acquisitions
if necessary. We are also authorized to issue 100 million shares of common stock
and 100 million shares of preferred stock. The market value of our outstanding
common stock since our IPO has exceeded our book value and the average daily
trading volume of our common stock has also increased; accordingly, we believe
that if needed we can access public markets to sell additional common or
preferred stock assuming conditions are appropriate.
Capital spending of $7.0 million in the first quarter of 2004 is significantly
higher than historical expenditure levels. The majority of the current year
spending was for the build-out of our new medical battery plant and the
continuation of the ERP implementation. In comparison, we spent $2.1 million in
the first quarter of 2003, which was primarily for maintenance capital
expenditures. In 2003, we significantly enhanced our balance sheet through
improved cash flow from operations and through the convertible note financing we
completed in May. This improved capital structure allows us to support our
internal growth and provides liquidity for corporate development initiatives. We
anticipate that in 2004 we will continue to incur additional capital costs
related to the battery plant and the ERP project.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements within the meaning of Item 303(a)(4)
of Regulation S-K.
Inflation
We do not believe that inflation has had a significant effect on our operations.
Impact of Recently Issued Accounting Standards
None.
18
Forward-Looking Statements
Some of the statements contained in this Quarterly Report on Form 10-Q 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, which are subject to known and unknown risks,
uncertainties and assumptions. They include statements relating to:
-- future sales, expenses and profitability;
-- the future development and expected growth of our business and the
implantable medical device industry;
-- our ability to successfully execute our business model and our
business strategy;
-- our ability to identify trends within the for implantable medical
devices, medical components, and commercial power sources industries
and to offer products and services that meet the changing needs of
those markets;
-- projected capital expenditures; and
-- trends in government regulation.
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 the negative
of these terms or other comparable terminology. These statements are only
predictions. Actual events or results may differ materially from those suggested
by these forward-looking statements. In evaluating these statements and our
prospects generally, 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. We are under no duty to update any
of the forward-looking statements after the date of this report or to conform
these statements to actual results.
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: dependence upon a limited number of customers,
product obsolescence, inability to market current or future products, pricing
pressure from customers, reliance on third party suppliers for raw materials,
products and subcomponents, fluctuating operating results, inability to maintain
high quality standards for our products, challenges to our intellectual property
rights, product liability claims, inability to successfully consummate and
integrate acquisitions, unsuccessful expansion into new markets, competition,
inability to obtain licenses to key technology, regulatory changes or
consolidation in the healthcare industry, and other risks and uncertainties that
arise from time to time as described in the Company's Annual Report on Form 10-K
and other periodic filings with the Securities and Exchange Commission.
19
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
Under our existing line of credit any borrowings bear interest at fluctuating
market rates. At March 31, 2004, we did not have any borrowings outstanding
under our line of credit and thus no interest rate sensitive financial
instruments.
ITEM 4. Controls and Procedures.
a) Evaluation of Disclosure Controls and Procedures. We carried out an
evaluation, under the supervision and with the participation of the
Company's management including our Chief Executive Officer and our Chief
Financial Officer, of the effectiveness of the design and operation of our
"disclosure controls and procedures" (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e)). Based upon that evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that, as of the end
of the period covered by this report, our disclosure controls and procedures
were effective to ensure that information required to be disclosed by us in
the reports we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified by the SEC's rules
and forms.
b) Changes in Internal Control Over Financial Reporting. There have been no
changes in our internal control over financial reporting during the last
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
20
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings.
None.
ITEM 2. Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity
Securities.
None.
ITEM 3. Defaults Upon Senior Securities.
None.
ITEM 4. Submission of Matters to a Vote of Security Holders.
None.
ITEM 5. Other Information.
None.
ITEM 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
See the Exhibit Index for a list of those exhibits filed herewith.
(b) Reports on Form 8-K
On February 10, 2004, the Company filed a Current Report on Form 8-K
containing information pursuant to Item 12 ("Results of Operations and
Financial Condition") relating to the announcement of earnings for the
fiscal quarter and full year ended January 2, 2004.
On March 16, 2004, the Company filed a Current Report on Form 8-K
containing information pursuant to Item 2 ("Acquisition or Disposition
of Assets") relating to the announcement of the acquisition of NanoGram
Devices Corporation ("NDC") on March 16, 2004.
21
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) 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: May 11, 2004 WILSON GREATBATCH TECHNOLOGIES, INC.
By /s/ Edward F. Voboril
-----------------------------------------
Edward F. Voboril
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)
By /s/ Lawrence P. Reinhold
-----------------------------------------
Lawrence P. Reinhold
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
By /s/ Thomas J. Mazza
-----------------------------------------
Thomas J. Mazza
Vice President and Controller
(Principal Accounting Officer)
22
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Amended and Restated Certificate of Incorporation (incorporated
by reference to Exhibit 3.1 to our registration statement on Form
S-1 (File No. 333-37554) filed on May 22, 2000).
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
3.2 to our quarterly report on Form 10-Q ended March 29, 2002).
10.1 Agreement and Plan of Merger dated as of March 16, 2004 by and
among NanoGram Devices Corporation, Wilson Greatbatch
Technologies, Inc. and Pluto Acquisition Corporation.
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.
23