WILSON GREATBATCH TECHNOLOGIES, INC.
®
n v e s t i n g
FOR
LEADERSHIP
AND GROWTH
2003 ANNUAL REPORT
®
A B O U T W I L S O N G R E A T B A T C H T E C H N O L O G I E S
Wilson Greatbatch Technologies, Inc. is a leader in the development, design and manufacture of critical
components primarily serving the markets for implantable devices used in cardiac rhythm management.
Principal medical products include batteries, capacitors, EMI (electro-magnetic interference) filtered
feedthroughs, molded connector assemblies, coated electrode products and device enclosures which
represent 88% of our total annual sales. Remaining sales are from non-medical power sources which include
specialty batteries primarily for the natural gas/oil industry.
T A B L E O F C O N T E N T S
Financial Highlights....................................................................................................inside front cover
Letter to Shareholders.....................................................................................................................2
Strategy (Performance through Investment)........................................................................................6
Products (Investing for Life) ..............................................................................................................8
Infrastructure (Building on the Investment)........................................................................................10
Research, Development and Engineering (Investing in the Future) ........................................................12
Management Discussion & Analysis ...........................................................................................15–24
Report of Independent Auditors ......................................................................................................24
Consolidated Financial Statements .............................................................................................25–28
Notes to Consolidated Financial Statements ................................................................................29–42
Investor Information ......................................................................................................................43
Board of Directors and Management...............................................................................................44
The Power To Do Great ThingsTM is a trademark of Wilson Greatbatch Technologies, Inc.
Six SigmaTM is a trademark of Motorola, Inc.
(in thousands, except per share data)
Fiscal Year
OPERATIONS
Sales
Gross Profit
Operating income
Net income (loss)
F I N A N C I A L H I G H L I G H T S
2003
2002
2001
2000
1999
$ 216,365
$ 167,296
$ 135,575
$ 97,790
$ 79,235
89,828
70,898
60,859
42,344
38,178
38,200
25,906
22,252
14,400
12,449
Diluted net earnings (loss) per common share
1.08
0.68
23,288
14,631
8,597
0.43
(548)
(2,272)
(0.04) (0.18)
Diluted weighted average shares outstanding
21,534
21,227
19,945
14,434
12,491
CASH FLOW AND BALANCE SHEET
Cash flow from operations
$ 54,801
$ 27,810
$ 21,455
$ 18,160
$
8,992
Working capital
Total assets
Total debt
Total liabilities
170,455
40,204
61,596
15,079
17,621
438,243
312,251
283,520
181,647
189,779
171,778
85,000
74,000
33,602
132,402
202,903
105,388
94,676
45,813
143,372
1
Total stockholder’s equity
235,340
206,863
188,844
135,834
46,407
RATIO ANALYSIS AND OTHER
Debt, net of cash, to total capitalization
Current ratio
Inventory turns
Number of employees
Number of registered shareholders
10%
8.13
4.0
1,431
269
28%
2.42
3.0
1,378
278
12%
2.85
3.5
1,152
233
20%
2.01
4.1
834
87
72%
2.12
3.1
734
NA
One of the great privileges in my role at Wilson Greatbatch Technologies,
Inc. is communicating to our shareholders in this annual letter. This year
in particular, there is much news to share and I once again embrace this
opportunity.
First and foremost, 2003 has been a record year financially. As the
preceding “highlights” page illustrates, we have once again met or
exceeded our goals. Thanks goes to a strong and dedicated workforce,
all focused on realizing our “power to do great things.”
Our theme this year is “Investment.” This is a particularly relevant subject
since Wilson Greatbatch Technologies’ investments have historically paid
significant dividends. We continue to invest for the future. Our overriding
considerations are sustained, focused growth and enhanced share-
holder value. Wilson Greatbatch Technologies’ investments have, and will
®
continued growth through
nvestment
2
continue to take many different forms, from development of new tech-
nologies and advanced training to facilities and acquisitions. We are
being very aggressive in our search for new and different opportunities.
In 2003, Wilson Greatbatch Technologies invested in a major corporate
realignment with the goal being to present “a single face” to our medical
customers while delivering high value in terms of products and services.
Whereas in the past we have been organized as a group of individual
operating units manufacturing discrete components, Wilson Greatbatch
Technologies is now comprised of two business units – medical
technology and specialty power sources for non-medical applications. On
the medical side, our new structure sparks exciting synergies previously
unrealized. Leveraging within component product lines, as well as across
component product lines, allows us to offer our customers integrated
systems, as single source solutions, never before available to the market.
By adding value in this way, we are able to capitalize on product platforms
already in place as well as create a more fertile environment for
developing new ones. This fresh capability further cements customer
relationships and inspires innovation, initiating new partnerships, products
and opportunities.
On the new technologies front, 2003 has been a banner year full of
exciting developments. Our first generation Quasar battery is poised to
become the new “industry standard.” This is a very significant product that
further enhances Wilson Greatbatch Technologies’ position as the pre-
dominant developer and manufacturer of implantable batteries for med-
ical devices. Wilson Greatbatch Technologies’ Quasar technology, combined
with our wet tantalum capacitor, provides performance advantages our
customers require. This is only one example of our ability and potential to
leverage across technologies to provide customers with valuable new
Wilson Greatbatch Technologies’
investments have, and will
continue to take many different
forms, from developing new
technologies and advanced training
to facilities and acquisitions.
LETTER TO
shareholders
FROM THE
OFFICE OF THE
Chairman
Investment is
critical to our
Quasar is another example
of commitment to
strategy for growth
significant innovation
solutions. Our latest hybrid molded connector assembly provides another
value added product to our customers and further advances our
integrated systems approach to the market. Our filtering inductor slab
and integrated filtered feedthrough technologies now provide enhanced
protection from EMI (electro-magnetic interference). This supplies an
important added measure of security in our customer’s products.
Our level of growth, and that which we anticipate for our future, is only
possible through change, improvement and investment in our infrastruc-
ture. These initiatives, to date, have included the assembly of a strong
and talented management team, sharing a common goal and vision, the
commencement of the installation of a company wide integrated ERP
(Enterprise Resource Planning) business platform, increased commitment
to the expansion of the Six Sigma program, new lean manufacturing imple-
®
continued growth through
nvestment
4
mentation, a philosophy and practice of continuous improvement and the
certification of all company wide operations to ISO 9001-2000 standards.
Our message is focused. Wilson Greatbatch Technologies is a company
on the move with a clear vision of its future. We will continue to develop
and produce important products through our own newly enhanced
Research and Development capabilities as well as by forming partner-
ships and strategic alliances. We will be aggressive in acquiring technology
that provides market leadership. We are already looking to the next
generation of capacitors, power sources and filtering technologies in
order to meet customer requirements. In addition, we will continue to
build our infrastructure by next initiating bold new manufacturing
approaches specifically designed to Six Sigma criteria.
At this time last year, I closed my annual report letter by stating our
challenges for 2003 as continuing to focus on our customers and
operational efficiency, and investing in our infrastructure to support growth
initiatives. I am pleased with the strong progress we have made toward
those ambitious goals in 2003. We have addressed our challenges on all
counts. We can not and will not rest on our laurels. There is much work
to do. We will continue to strengthen our infrastructure, advance tech-
nology and build on our customer base. We will meet these challenges
with the same enthusiasm and resolve we have shown in the past.
I want to thank everyone – our associates, shareholders, customers
and partners for your support in 2003. I look forward to sharing our
continued story of success as we move ahead.
Edward F. Voboril - Chairman, President and CEO
Wilson Greatbatch Technologies
is a company on the move with
a clear vision of its future.
We will be aggressive in
acquiring technology that
provides market leadership.
LETTER TO
shareholders
FROM THE
OFFICE OF THE
Chairman
To now provide
Extremely well positioned
integrated solutions
as a major participant in
is a milestone
the growing CRM market
Since the 1970’s, and the introduction of the first lithium battery
chemistries, through the late 90’s and to the present, with the
acquisition and unification of discrete technologies into major plat-
forms for growth, Wilson Greatbatch Technologies has initiated a host
of profound and successful investments in technology, people, facilities
and infrastructure. There is no better example, in our history, of the
rewards of wise investment than the development of our wet tantalum
capacitor.
In 1999, one of the boldest and most significant investments in new
technology in Wilson Greatbatch Technologies’ history would pass
from concept to product with the first successful human implant of a
defibrillator powered by a truly revolutionary wet tantalum capacitor.
®
p e r f o r m a n c e t h r o u g h
n v e s t m e n t
6
This product has had a positive impact on the CRM industry, our
company and the quality of life for thousands of patients. From 1999
through 2003 annual revenues from the wet tantalum capacitor have
grown from $2 million to $32 million respectively. Proof positive of the
power of vision, commitment and wise investment.
Advanced battery technologies, wet tantalum capacitors, specialty
material enclosures, filtered feedthroughs, coated electrode tips and
ceramic to metal sealed feedthroughs were not, and are not, minor
improvements or simple footnotes in the history of implantable
medical devices. They represent quantum leaps in technology that,
when introduced by Wilson Greatbatch Technologies, influenced the
industry and the products developed.
The following pages detail current investments made by Wilson
Greatbatch Technologies. These include exciting new technologies that
are ground breaking and significant investment in processes, training,
and procedures, as well as facilities, equipment and acquisitions.
Our infrastructure and key management have evolved to support
the growth we have realized, as well as that which we anticipate. We
know that a historic review of our investments would prove that
many of them resulted in significant returns. We are also acutely
aware that history is just that and we must constantly move forward.
We will give ample evidence that we are, and doing it in dynamic and
exciting new ways.
Wilson Greatbatch Technologies
has initiated a host of profound
and successful investments in
technology, people, facilities
and infrastructure.
OVER THREE
decades
OF GROWTH
....ADVANCING
technologies
AND SAVING LIVES
We will relentlessly
pursue new ways
Presenting a “single face”
to our customers results in
to add value
exciting new opportunities
The lifeblood of a technology driven company is the development and produc-
tion of significant new products. The year 2003 has been an important year
for Wilson Greatbatch Technologies in that respect. Not only are we announc-
ing a major new battery technology, but we are already working on the next
generation enhancements of the design. The same is true for the wet tan-
talum capacitor where we will supplement current models with new designs.
Presently, the EMI that is inescapable in our daily lives and is present with
the use of ordinary cell phones and other high-frequency emitters, can have
critically dangerous effects on implantable devices. Our new products help
safeguard the device and the patient by filtering out the harmful radiation.
An integrated system approach to the market, where we create and then
fill important niches is also evident in our product releases. There is
justifiable pride in the technology advances of 2003 and excitement as we
enter 2004, with the following, outlining significant milestones.
®
n v e s t i n g f o r l i f e
8
The lifeblood of a
technology driven
company is the
development and
production of
QUASAR...With this new battery, Wilson Greatbatch Technologies is once
again reinventing implantable battery technologies for CRM applications.
Significant improvements in critical parameters are all incorporated in
Quasar. High rate and medium rate configurations are developed to meet a
wide range of applications. With thousands of test cells presently at the
advanced test stage, qualified implantable cells will be available to our
customers by the end of 2004.
BATTERY/CAPACITOR SYSTEM...Wilson Greatbatch Technologies has
now demonstrated the inherent advantage in combining Quasar battery and
wet tantalum capacitor technologies in a single unit. Currently in develop-
ment, these “power systems”, when utilized in a packaged power module,
will offer significant advantages in shortened charge times and increased
device longevity. The packaging efficiencies of this system are expected to
provide manufacturing advantages for our customers.
INTEGRATED FILTERED FEEDTHROUGH...Utilizing advanced technology,
including a new integral capacitor built into the feedthrough system,
provides enhanced protection from EMI interference.
significant new
INDUCTOR SLAB...A new product utilizing inductor coils and a composite
structure eliminates circuitry components and offers unprecedented
products.
protection from electro-magnetic interference for implantable devices.
HYBRID CONNECTOR ASSEMBLY...Again, adding value through an
integrated systems approach, this next generation assembly utilizes precision-
machined parts and advanced injection molding technologies to provide the
customer with a single source solution.
INTRODUCING
TECHNOLOGICAL
innovations
THAT DRIVE AN
industry
....AGAIN
Offering customers
Safeguarding devices from
options never
before available
the ever increasing EMI
environment
The growth at Wilson Greatbatch Technologies in 2003 was
impressive. On every front we saw significant advances. And while not
as high in profile as, for example, new product releases, what has
made all of the exciting progress possible is the attention paid to
Wilson Greatbatch Technologies’ infrastructure. Of course, not all of
the activity responsible for our growth took place in 2003, but impor-
tant aspects were realized last year. In keeping with the theme of
investment, however, it must be recognized that wise use of
resources, over the past few years, toward building the processes and
structures, is paying handsome rewards today. Areas of concentration
have included advanced training, new lean manufacturing processes,
®
capital equipment upgrades, facilities expansion and, last but not
b u i l d i n g o n t h e
n v e s t m e n t
10
least, building a highly motivated, cohesive and talented
management team.
As part of our continued commitment to Six Sigma, 2003 saw
8 new black belts added as well as 2 master black belts. In a
process-related initiative, we are currently looking at integrating
Six Sigma driven manufacturing techniques in order to more fully
utilize and optimize the training already in place.
Other highlights include the initiation of a new company wide ERP
business platform that will unite the company on a common
information technology in 2004. Battery manufacturing cells
have been further refined as lean manufacturing practices
continue to be instituted. Capacitors saw a major investment
in 2003 with the integration of capital equipment that will
significantly increase production capability. Additionally, we now
have certification of all facilities to ISO 9001-2000 standards. As
we look toward the future, our accomplishments in 2003 have
further strengthened our resolve to be the best in all that we do.
Next year our company will celebrate its 35th anniversary. The
innovative spirit of our founder, Mr. Wilson Greatbatch, continues
to be an essential element of our corporate culture. That spirit
coupled with renewed emphasis on technology and quality
leadership is fundamental to our continued success.
Areas of concentration have
included advanced training, new
lean manufacturing processes,
capital equipment upgrades,
facilities expansion...
setting
THE STAGE
FOR TOMORROW’S
technology
Infrastructure now
in place anticipates
our growth
Investment in our people
continues to be our real
advantage
Investment in Research, Development and Engineering has always
been integral to our success as a company. The next generation
capacitor and Quasar developments are already under way along with
exciting new customer proprietary cell designs. While this “in-house”
capability is vital, we also recognize that important technologies will also
evolve from strategic partnerships, license agreements, and acquisi-
tions. These avenues are actively reviewed and, where appropriate,
pursued, and we will continue to be extremely vigorous in this effort.
With 42 patents granted in 2003 and 257 patents issued since
1972, our history of R&D success is well documented and our
current status reflects our continued commitment.
®
n v e s t i n g i n t h e f u t u r e
12
VISION...There are few forces more powerful than talented and
energized individuals united by a common vision. Wilson Greatbatch
Technologies presently has these individuals. People capable and
eager to look beyond where we have been, and where we are, to a
future that was difficult to even imagine a few years ago... to look at
opportunities leveraged through our unique capabilities outside of the
strict CRM markets, and to acquire new technologies that further
There are
broaden the horizon.
few forces more
powerful than
talented and
energized individuals
united by a
common vision.
Currently, we continue to concentrate on being the high value-added
partner and supplier of critical solutions to manufacturers of CRM
devices. We operate in a universe where innovation, quality and service
are among the most important drivers to our customers. Our vision
to enhance our position and value to the market is clear, yet a vision
is rarely forever and is not granted in exclusivity. While we work toward
a common goal, we must be ever vigilant to the direction and rapidity
of changes around us. More importantly, we must be wise in our
judgements on the influences to ignore, those to focus on, and those
to adopt. With our proven track record in these areas and the people
and resources in place, the prospects for our future are exciting.
technology
DEVELOPMENT
....OUR
vision
Our 2003 results
show strong R&D
initiative
We will grow by setting
standards in traditional
and new markets
S E L E C T E D C O N S O L I D A T E D F I N A N C I A L D A T A
The following table provides selected financial data of our Company for the periods indicated. You should read the selected consolidated
financial data set forth below in conjunction with "Management’s Discussion and Analysis of Financial Condition and Results of
Operations," and with our consolidated financial statements and related notes appearing elsewhere in this report. The consolidated
statement of operations data and the consolidated balance sheet data for the periods indicated have been derived from our financial
statements and related notes.
(In thousands, except per share data)
December 31,(4)
Years ended
2003
2002(3)
2001(2)(5)
2000(1)(5)
1999
Consolidated Statement of Operations Data:
Sales
$ 216,365
$ 167,296
$ 135,575
$ 97,790
$ 79,235
Income (loss) before income taxes and
cumulative effect of accounting change
$ 33,316
$ 20,965
$ 13,778
$
(876) $ (2,314)
Income (loss) per share from
continuing operations:
Basic
Diluted
Consolidated Balance Sheet Data:
$
1.10
$ 0.69
$ 0.44
$
(0.04) $
(0.14)
$
1.08
$ 0.68
$
0.43
$
(0.04) $
(0.14)
14
Working capital
Total assets
$ 170,455
$ 40,204
$ 61,596
$ 15,079
$ 17,621
$ 438,243
$ 312,251
$ 283,520
$ 181,647
$ 89,779
Long-term obligations
$ 78,994
$ 77,040
$ 61,397
$ 30,951
$ 127,623
(1) In August 2000, we acquired the capital stock of Battery Engineering, Inc. (BEI). These amounts include the results of operations of BEI subsequent to its acquisition.
(2) In June 2001, we acquired substantially all of the assets and liabilities of Greatbatch-Sierra. These amounts include the results of operations of Greatbatch-Sierra subsequent to its acquisition.
(3) In July 2002, we acquired the capital stock of Greatbatch-Globe. These amounts include the results of operations of Greatbatch-Globe subsequent to its acquisition.
(4) The Company’s fiscal year ends on the Friday closest to December 31. For clarity of presentation, the Company describes all periods as if the year-end is December 31. Fiscal 2002 contained 53 weeks.
(5) We adopted Statement of Financial Accounting Standards (SFAS) No. 145, “Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB 13, and Technical Corrections”, at the beginning of fiscal
year 2003. Under SFAS No. 145, we are no longer allowed to classify debt extinguishments as extraordinary items in our consolidated financial statements, subject to limited exceptions. Accordingly, amounts
previously classified as extraordinary related to debt extinguishments in fiscal 2001and 2000 have been reclassified as components of income (loss) before income taxes.
t h e W G T
i n v e s t m e n t
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S O F F I N A N C I A L C O N D I T I O N
& R E S U LT S O F O P E R A T I O N S
YOU SHOULD READ THE FOLLOWING DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND
RESULTS OF OPERATIONS IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND RELATED
NOTES INCLUDED ELSEWHERE IN THIS REPORT.
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 manufactur-
ing 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.
Most of the IMC products that we sell are utilized by customers in cardiac rhythm management ("CRM")
devices. The CRM market comprises devices utilizing high-rate batteries and capacitors such as
implantable cardioverter defibrillators ("ICDs") and cardiac resynchronization therapy with backup
defibrillation devices ("CRT-D") and devices utilizing low or medium rate batteries but no capacitors
(pacemakers and CRTs). All CRM devices utilize other components such as enclosures and feed-
throughs, and certain CRM devices utilize electromagnetic interference ("EMI") filtering technology. The
nature and extent of our selling relationships with each CRM customer are different in terms of
component products purchased, selling prices, product volumes, ordering patterns and inventory
management. Consequently, our sales and gross profit can be significantly affected by our customers’
actions. Our EPS sales are derived primarily from sales of batteries and battery packs for use in oil and
gas exploration. We also supply batteries to NASA for its space shuttle program and other similarly
demanding commercial applications.
A substantial part of our business is conducted with a limited number of customers. Our two largest
customers accounted for approximately 66% of consolidated sales in 2003. We have entered into
long-term supply agreements with some of our customers. For each of our products, we recognize
revenue when the products are shipped and title passes.
We utilize a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31st. For
clarity of presentation, the Company describes all periods as if the year-end is December 31st. Fiscal
2002 included 53 weeks.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in accordance with United States generally accepted accounting
principles ("GAAP") requires management to make estimates and assumptions that affect reported
amounts and related disclosures. The methods, estimates and judgments we use in applying our
accounting policies have a significant impact on the results we report in our financial statements.
Management considers an accounting estimate to be critical if:
It requires assumptions to be made that were uncertain at the time the estimate was made; and
Changes in the estimate or different estimates that could have been selected could have a material
impact on our consolidated results of operations, financial position, or cash flows.
Our most critical accounting estimates are described below. We also have other policies that we
consider key accounting policies, such as our policies for revenue recognition; however, these policies
do not meet the definition of critical accounting estimates, because they do not generally require us to
make estimates or judgments that are difficult or subjective.
15
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■
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S O F F I N A N C I A L C O N D I T I O N
& R E S U LT S O F O P E R A T I O N S
Balance Sheet Caption/Nature of
Critical Estimate Item
Assumptions / Approach Used
Effect of Variations on Key
Assumptions Used
Inventories
Inventory standard costing requires complex calcu-
Variations in methods could have a material
Inventories are stated at the lower of
absorption, scrap and sample calculations and man-
for specific products is greater than actual
cost, determined using the first-in, first-
ufacturing yield estimates. The valuation of inventory
demand and we fail to reduce manufacturing
out method, or market.
requires us to estimate obsolete or excess inventory
output accordingly, we could be required to
lations that include assumptions for overhead
impact on the results. If our demand forecast
as well as inventory that is not of saleable quality.
record additional inventory reserves, which
would have a negative impact on our gross
margins.
Goodwill and other
indefinite lived assets
We perform an annual review, or more frequently if
We make certain estimates and assumptions
indicators of potential impairment exist, to deter-
that affect the determination of the expected
mine if the recorded goodwill and other indefinite
future cash flows from our goodwill and
Goodwill is initially recorded when the
lived assets are impaired. We assess these assets
indefinite lived assets. These estimates and
purchase price paid for an acquisition
for impairment by comparing the fair value of the
assumptions include sales growth projections,
exceeds the estimated fair value of the
reporting units to their carrying value to determine
cost of capital projections, and other key indi-
net identified tangible and intangible
if there is potential impairment. If the fair value of a
cations of future cash flows. Significant
assets acquired. Other indefinite lived
reporting unit is less than its carrying value, an
changes in these estimates and assumptions
assets such as trademark & names
impairment loss is recorded to the extent that the
could create future impairment losses in
are considered unamortizing intangible
implied fair value of the goodwill within the reporting
either reporting unit.
assets as they are expected to gener-
unit is less than its carrying value. Fair values for
16
ate cash flows indefinitely.
goodwill are determined based on discounted cash
flows, market multiples or appraised values as
appropriate.
Long-lived assets
We assess the impairment of long-lived assets when
Estimation of the useful lives of assets that
events or changes in circumstances indicate that
are long-lived requires significant manage-
Property, plant and equipment, definite-
the carrying value of the assets may not be recov-
ment judgment. Events could occur, including
lived intangible assets, and other long-
erable. Factors that we consider in deciding when to
changes in cash flow, that would materially
lived assets are carried at cost. This
perform an impairment review include significant
affect our estimates and assumptions related
cost is charged to depreciation or
under-performance of a business or product line in
to depreciation. Unforeseen changes in oper-
amortization expense over the estimat-
relation to expectations, significant negative industry
ations or technology could substantially alter
ed life of the operating assets primarily
or economic trends, and significant changes or
the assumptions regarding the ability to real-
using straight-line rates.
planned changes in our use of the assets.
ize the return of our investment in operating
Recoverability potential is measured by comparing
assets and therefore the amount of depreci-
the carrying amount of the asset to the related total
ation expense to charge against both current
future undiscounted cash flows. If an asset’s carry-
and future sales. Also, as we make manu-
ing value is not recoverable through related cash
facturing process conversions and other fac-
flows, the asset is considered to be impaired.
tory planning decisions, we must make sub-
Impairment is measured by comparing the asset’s
jective judgments regarding the remaining
carrying amount to its fair value, based on the best
useful lives of assets, primarily manufacturing
information available, including market prices or dis-
equipment and building improvements.
counted cash flow analysis. When it is determined
that useful lives of assets are shorter than original-
ly estimated, and there are sufficient cash flows to
support the carrying value of the assets, we accel-
erate the rate of depreciation in order to fully depre-
ciate the assets over their new shorter useful lives.
t h e W G T
i n v e s t m e n t
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S O F F I N A N C I A L C O N D I T I O N
& R E S U LT S O F O P E R A T I O N S
Balance Sheet
Caption/Nature of
Critical Estimate Item
Assumptions / Approach Used
Effect of Variations
on Key
Assumptions Used
Provision for Income Taxes
In relation to recording the provision for
Changes could occur that
income taxes, management must estimate
would materially affect our
In accordance with
the
the future tax rates applicable to the rever-
estimates and assumptions
liability method of accounting
sal of tax differences, make certain
regarding deferred taxes.
for income taxes specified
assumptions regarding whether tax differ-
Changes in current tax laws
in Statement of Financial
ences are permanent or temporary and
and tax rates could affect
Accounting Standards No.
the related time of expected reversal. Also,
the valuation of deferred tax
109, “Accounting for Income
estimates are made as to whether taxable
assets and liabilities, there-
Taxes”, the provision for
operating income in future periods will be
by changing the income tax
income taxes is the sum of
sufficient to fully recognize any gross
provision. Also, significant
income taxes both currently
deferred tax assets. If recovery is not likely,
declines in taxable income
payable and deferred. The
we must increase our provision for taxes by
could materially impact the
changes in deferred tax
recording a valuation allowance against the
realizable value of deferred
assets and liabilities are
deferred tax assets that we estimate will
tax assets. At December
determined based upon
not ultimately be recoverable. As of
31, 2003 we had $6.1
the changes in differences
December 31 2003, we believe that all of
million of deferred tax assets
between the basis of assets
the deferred tax assets recorded on our
on our balance sheet. A 1%
and liabilities for financial
balance sheet except for $565,000 will
increase in the effective tax
reporting purposes and the
ultimately be recovered.
basis of assets and liabilities
rate would increase the
current year provision by
as measured by the enacted
In addition, the calculation of our tax liabili-
$333,000, reducing fully
tax rates that management
ties involves dealing with uncertainties in
diluted earnings per share by
estimates will be in effect
the application of complex tax regulations.
$0.01 based on shares out-
when the differences reverse.
We recognize liabilities for anticipated tax
standing at December 31,
audit issues in the U.S. and other tax juris-
2003.
17
dictions based on our estimate of whether,
and the extent to which, additional taxes will
be due. If we ultimately determine that pay-
ment of these amounts is unnecessary, we
reverse the liability and recognize a tax ben-
efit during the period in which we determine
that the liability is no longer necessary. We
record an additional charge in our provision
for taxes in the period in which we deter-
mine that the recorded tax liability is less
than we expect the ultimate assessment
to be.
18
O V E R V I E W
During 2003, there were many accomplishments that should further strengthen our position in the marketplace in 2004 and beyond.
■ We achieved record financial results with sales growth of 29% and earnings per share growth of 59%.
■ We successfully completed a $170.0 million convertible subordinated notes offering.
■ We improved our operating leverage as evidenced by the increase in our operating margins to 17.7% in 2003 up from 15.5% last year.
■ We signed our third wet tantalum capacitor customer. Three of the five worldwide CRM device manufacturers have now adopted our
capacitor technology.
In 2003, we continued to invest in a corporate realignment with the goal being to present "a single face" to our customers. Whereas
in the past we have been organized as a group of individual operating units developing, manufacturing and selling discrete components,
effective January 1, 2004, we are now comprised of two business units – IMC and EPS.
On the new technologies front is our first generation Quasar implantable power source. This product offering further enhances our
market position as a leading developer and manufacturer of implantable batteries for medical devices. Our new Quasar technology,
combined with our wet tantalum capacitor, should provide performance advantages our customers require. Our filtering inductor slab
and integrated filtered feedthrough technologies provide enhanced protection from EMI (electro-magnetic interference). This supplies an
important added measure of security in our customer’s products.
We have under taken several initiatives to change and improve our infrastructure. These initiatives, to date, have included additions to
our management team, the commencement of the installation of a company wide integrated ERP business platform, increased
commitment to the expansion of the Six Sigma program, new lean manufacturing implementation, a philosophy and practice of
continuous improvement and the certification of all company wide operations to ISO 9001-2000 standards.
As we look forward into next year, we will focus on a number of critical areas. We will continue to address ways to expand our product
offering and customer penetration. Our production operations will be expanded to meet increased capacitor demand and we will continue
to focus our efforts on signing the remaining CRM customers to this technology. Significant resources will be spent on our next generation
Quasar battery technology and we expect to begin product delivery by year-end. We will continue to leverage our infrastructure over a
higher sales base resulting in improved operating margins. The base implementation of our ERP business platform at all locations is
scheduled to be completed by the end of the year. And finally, we will continue to look for acquisition opportunities that will strengthen
our technological leadership or broaden our product offering.
Our forecasted sales growth is estimated to be lower than experienced in the last two years. In 2004 the Company has begun to see
downward pricing pressures on some of its products. However, we expect to expand our operating margins based on increased sales
volume, increased leverage of our infrastructure and manufacturing cost reductions. Partially offsetting this growth, are increased costs
for the start-up of our new medical production facility, increased cost to comply with the Sarbanes-Oxley requirements, higher insurance
premiums and the establishment of an internal audit function. We anticipate that in 2004 we will incur additional capital costs primarily
due to the build-out of the medical production facility and from the continuation of the ERP implementation. We must continue to invest
in research and development in order to maintain our competitive position.
In summary, our results for the full year reached record levels reflecting the continued robustness in the CRM market. Our focus for
2004 will be in five critical areas:
Increasing our capacitor customer penetration;
Identifying value-add sales opportunities from our broad product offering;
Delivering on our next generation quasar battery technology by year end;
Improving our operating margin through leverage of our existing infrastructure and from manufacturing cost reductions; and
Completing the implementation of the base ERP system.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
The commentary that follows should be read in conjunction with our consolidated financial statements and related notes.
t h e W G T
i n v e s t m e n t
■
■
■
■
■
R E S U L T S O F O P E R A T I O N S
Year ended December 31,
2003 - 2002
2002 - 2001
In thousands, except per share data
2003
2002
2001
$ Change % Change
$ Change % Change
IMC
ICD batteries
$41,494
$28,518
$22,215
$12,976
46%
$6,303
28%
Pacemaker batteries
22,535
20,354
22,923
2,181
11%
(2,569) -11%
Other batteries
3,662
3,035
722
627
21%
2,313
320%
ICD capacitors
31,668
24,678
20,290
6,990
28%
4,388
22%
Other components
90,862
65,316
40,513
25,546
39%
24,803
61%
Royalties
Total IMC
EPS
-
-
991
-
0%
(991) -100%
190,221
141,901
107,654
48,320
34%
34,247
32%
26,144
25,395
27,921
749
3%
(2,526)
-9%
Total Sales
216,365
167,296
135,575
49,069
29%
31,721
23%
Cost of sales
126,537
96,398
74,716
30,139
31%
21,682
29%
Gross profit
89,828
70,898
60,859
18,930
27%
10,039
16%
Gross margin
41.5%
42.4%
44.9%
Selling, general, and
administrative expenses (SG&A)
30,384
24,369
18,174
6,015
25%
6,195
34%
19
SG&A as a % of sales
14.0%
14.6%
13.4%
Research, development and
engineering costs, net (RD&E)
16,991
14,440
12,575
2,551
18%
1,865
15%
RD&E as a % of sales
7.9%
8.6%
9.3%
Intangible amortization
3,217
3,702
7,726
(485 ) -13%
(4,024) -52%
Other operating expense
1,036
2,481
132
(1,445 ) -58%
2,349
1780%
Operating income
38,200
25,906
22,252
12,294
47%
3,654
16%
Operating margin
17.7%
15.5%
16.4%
Interest expense
4,101
3,752
4,011
349
9%
(259) -6%
Interest income
(702) (442)
(423) (260) 59%
(19) 4%
Other (income) expense, net
1,485
1,631
4,886
(146) -9%
(3,255) -67%
Provision for income taxes
10,028
6,604
5,181
3,424
52%
1,423
27%
Effective tax rate
30.1%
31.5%
37.6%
Net income
$23,288
$14,361
$8,597
$8,927
62%
$5,764
67%
Net margin
10.8%
8.6%
6.3%
Diluted earnings per share
$1.08
$0.68
$0.43
$0.40
59%
$0.25
58%
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S O F F I N A N C I A L C O N D I T I O N
& R E S U LT S O F O P E R A T I O N S
FISCAL 2003 COMPARED WITH FISCAL 2002
We achieved record sales performance in 2003. The increase in total sales for 2003 included a full year of sales of Greatbatch-Globe,
which we acquired in July 2002.
Sales: IMC. The sales growth for IMC was led by sales of ICD batteries reflecting the strength of this market. In addition, capacitor and
components sales increased substantially over last year. Substantially all of the sales changes during 2003 were attributable to volume
and sales mix. Looking at our overall sales mix, CRM product sales increased over last year and now represent 83% of our overall
product mix, up from 80% last year. We remain very positive about the growth prospects of the CRM market long term.
EPS. Commercial sales increased modestly from a slight rise in volume of orders from oil and gas customers.
Gross profit: The decrease in gross margin is primarily due to the costs incurred to consolidate the EPS plants, the start-up costs from
the implementation of lean manufacturing, the inclusion of the lower margin enclosure products for the full year, the costs for the hiring
of new plant management personnel and changes in selling prices for certain medical components. These factors contributed to a 310
basis point reduction in gross margin on a year over year basis.
SG&A expenses: Expenses increased compared to last year in absolute dollars, but declined as a percent of sales due to improved
operating leverage. The increase in absolute dollars is partially due to the hiring of additional senior management employees.
RD&E expenses: Expenses increased compared to last year in absolute dollars, but decreased as a percent of sales compared to last
year as sales growth has outpaced spending. We expect to maintain our spending on RD&E at a level that will support the new
technologies demanded by the IMD markets.
Amortization expense: The reduction in intangible amortization reflects the impact of the sale of certain intangible assets of the
ceramic capacitor product line that was part of the Sierra-KD components acquisition in 2003. In addition, one of the patent licenses
20
for wet tantalum capacitors was fully amortized during 2002.
Other operating expense: The 2003 amount is primarily attributable to the write-down of a manufacturing facility that became
available as the result of a decision to purchase an additional manufacturing facility in New York.
Interest expense and interest income: Interest expense was lower and interest income was higher primarily due to the issuance of
the $170.0 million convertible subordinated notes in May 2003. These securities allowed for the outstanding line of credit to be fully
replaced at a lower rate of interest and additional funds to be invested on a short-term basis.
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 state tax planning strategies. The impact of the lower effective tax rate during 2003 was approximately $0.5 million.
The Extraterritorial Income Exclusion (ETI) provided approximately $1.0 million of tax benefit in 2003. There is currently legislation in
Congress to repeal the ETI provisions of the Internal Revenue Code and to make numerous changes to the United States international
tax regime and other laws affecting domestic businesses.
FISCAL 2002 COMPARED WITH FISCAL 2001
The increase in total sales for 2002 included sales of Greatbatch-Globe, which we acquired in July 2002.
Sales: IMC. Sales for IMC increased mainly due to our customers’ increased demand for ICD batteries in the CRM market. Partially
offsetting this increase was a decline in royalty revenues from Medtronic on patents that had expired. Capacitor sales increased as a
result of increased demand by the existing customer for capacitors in 2002. The increase in sales of medical components was
primarily due to the inclusion of sales from our Greatbatch-Sierra acquisition during the full year of 2002 and our Greatbatch-Globe
acquisition for the second half of 2002. Substantially all of the revenue changes during 2002 were attributable to volume.
EPS. Commercial battery and pack sales decreased principally due to a decreased level of exploration in the oil and gas industry in the
first six months of 2002 compared to 2001.
t h e W G T
i n v e s t m e n t
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S O F F I N A N C I A L C O N D I T I O N
& R E S U LT S O F O P E R A T I O N S
Gross profit: Gross profit increased as a result of increased sales. Production yield issues for filtered
feedthroughs, reduced royalty revenues in 2002 compared to 2001, and the inclusion of lower margin
Greatbatch-Globe Tool operations were the primary contributors to the reduced overall gross margin.
SG&A expenses: SG&A expenses increased both in dollars and as a percentage of total sales. The
increase is primarily due to the inclusion of costs associated with the addition of Greatbatch-Sierra for
the last half of 2001 and the full year 2002 and Greatbatch-Globe for the last half of 2002, costs
associated with our Six SigmaTM quality initiatives, the general development of our infrastructure to
support the Company growth, and expenses related to ongoing patent activity.
RD&E expenses: RD&E expenses increased in dollars, but as a percentage of total sales were at the
same level for both years. The decrease in the percentage of expenses as related to sales is primarily
attributable to the low level of RD&E expenses at Greatbatch-Globe. We expect to maintain our
spending on RD&E at a level that will support the new technologies demanded by the IMD markets.
Amortization expense: Intangible amortization decreased significantly due to the cessation of the
amortization for goodwill and other intangible assets with indefinite lives effective the beginning of our
fiscal year 2002.
If the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible
Assets” (SFAS No. 142) had been implemented on January 1, 2001, income from continuing operations
and diluted earnings per share from continuing operations for 2001 would have been $13.8 million and
$0.69, respectively.
If SFAS No. 142 had been implemented on January 1, 2001, net income and diluted earnings per share
for 2001 would have been $10.8 million and $0.54, respectively.
21
Other expenses: In 2002, other operating expense included a non-recurring charge of $1.7 million
representing the write-off of a noncompete agreement after the passing of Mr. Fred Hittman.
Interest expense declined as a result of reduced interest rates during the year. The rate reductions arose
from reduced market rates as well as contracted rate reductions due to the reduction in leverage
measurements during the year. Interest income increased slightly as the Company’s investable cash was
higher in 2002 than 2001 due to the timing of its follow-on public offering and the acquisition of
Greatbatch-Globe.
In 2002 other expense included a non-recurring charge of $1.5 million representing the write-off of the
investment in an unrelated company based on an analysis of the financial viability of that company. It was
determined that the Company’s investment in the unrelated company had a fair value that is less than
its carrying value.
In 2001 other expense included a charge for the early extinguishment of debt associated with the
restructuring of our long-term debt and the related write-off of deferred financing fees, a call premium
paid, and loan discounts associated with the previous long-term debt.
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 state tax planning strategies, net of anticipated
increased state taxes related to the Greatbatch-Globe acquisition. The impact of the lower effective tax
rate during 2003 was approximately $1.2 million.
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S O F F I N A N C I A L C O N D I T I O N
& R E S U LT S O F O P E R A T I O N S
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of short-term liquidity is our working capital of $170.5 million at December 31, 2003 combined with our unused
$20 million credit line with our lending syndicate. Historically we have generated cash from operations sufficient to meet our capital
expenditure and debt service needs, other than for acquisitions. At December 31, 2003 our current ratio was 8.1:1, so short-term
liquidity is not an issue.
The Company regularly engages in discussions relating to potential acquisitions and has identified possible acquisition opportunities and
we may announce an acquisition transaction at any time.
At December 31, 2003, our capital structure consisted primarily of $170.0 million of convertible subordinated notes and our 21.6
million shares of common stock outstanding. We have in excess of $131.0 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.
In addition to the improved working capital, capital spending of $12.0 million in 2003 was lower than historical expenditure levels. The
majority of the current year spending was for maintenance capital. In comparison, we spent $21.0 million in 2002 , which included
approximately $8.0 million for new investment projects in addition to approximately $13.0 million for maintenance capital. 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 incur additional capital costs primarily due to the build-out of the medical
22
OFF-BALANCE SHEET ARRANGEMENTS
production facility and from the continuation of the ERP implementation.
We have no off-balance sheet arrangements within the meaning of Item 303(a)(4) of Regulation S-K.
CONTRACTUAL OBLIGATIONS
The following table summarizes our significant contractual obligations at December 31, 2003, and the effect such obligations are expect-
ed to have on our liquidity and cash flows in future periods.
CONTRACTUAL OBLIGATIONS
Long-Term Debt Obligations(a):
Convertible Debentures
Capital Lease Obligations
Operating Lease Obligations(b)
Purchase Obligations(c)
Total
Less than 1 year
1-3 years
3-5 years
More than 5 years
Payments due by period
$ 170,000
$ -
$ -
1,816
4,006
2,750
742
3,810
2,750
948
196
-
$
-
126
-
-
$ 170,000
-
-
-
Total
$ 178,572
$ 7,302
$ 1,144
$ 126
$ 170,000
(a) The current portion of these liabilities is included. Amounts do not include imputed interest. See Note 8 - Debt of the Notes to the Consolidated Financial Statements in this Form 10-K for additional information
about our long-term obligations.
(b) See Note 14 of the Notes to the Consolidated Financial Statements in this Form 10-K for additional information about our operating lease obligations.
(c) Purchase orders or contracts for the purchase of raw materials and other goods and services are not included in the table above. For the purposes of this table, contractual obligations for purchase of goods or
services are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable
price provisions; and the approximate timing of the transaction. Our purchase orders are normally based on our current manufacturing needs and are fulfilled by our vendors within short time horizons. We enter
into blanket orders with vendors that have preferred pricing and terms, however these orders are normally cancelable by us without penalty. We do not have significant agreements for the purchase of raw
materials or other goods specifying minimum quantities or set prices that exceed our expected requirements in the short-term. We also enter into contracts for outsourced services; however, the obligations under
these contracts were not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.
t h e W G T
i n v e s t m e n t
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S O F F I N A N C I A L C O N D I T I O N
& R E S U LT S O F O P E R A T I O N S
INFLATION
We do not believe that inflation has had a significant effect on our operations.
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation No. 46
(FIN 46), “Consolidation of Variable Interest Entities”. FIN 46 requires disclosures about variable interest
entities for which it is reasonably possible that we will be required to consolidate or disclose information
when the Interpretation becomes effective. The provisions of FIN 46 are effective for us for the interim
period ending April 2, 2004, or earlier in certain instances. Such instances did not have an effect on
our consolidated financial statements in 2003. We have determined that it is not reasonably possible
that we will be required to consolidate or disclose information about a variable interest entity in 2004.
In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, “Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and Equity” (SFAS No. 150). SFAS
No. 150 establishes standards for how an issuer classifies and measures certain financial instruments
with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument
that is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for
financial instruments entered into or modified after May 31, 2003, except for mandatorily redeemable
financial instruments subject to the provisions of this Statement. Subsequent to the issuance of SFAS
No. 150, the FASB decided to revise the effective dates of the application of certain provisions of the
statement. For mandatorily redeemable financial instruments that do not have a fixed redemption date
or are not redeemable for a fixed or determinable amount the Board agreed to defer application for an
indefinite period of time. The adoption of SFAS No. 150 did not have an effect on our consolidated
financial statements in 2003.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Under our existing line of credit any borrowings bear interest at fluctuating market rates. At December
31, 2003, we did not have any borrowings outstanding under our line of credit and thus no interest
rate sensitive financial instruments.
CAUTIONARY FACTORS THAT MAY AFFECT FUTURE RESULTS
Some of the statements contained in this Annual Report on Form 10-K and other written and oral state-
ments 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 IMD industry;
our ability to execute our business model and our business strategy;
our ability to identify trends within the IMD, medical component, and commercial power source
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.
23
■
■
■
■
■
■
M A N A G E M E N T D I S C U S S I O N & A N A LY S I S O F F I N A N C I A L C O N D I T I O N
& R E S U LT S O F O P E R A T I O N S
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 and are described in the Company's periodic filings with the Securities and Exchange Commission.
I N D E P E N D E N T A U D I T O R S ’ R E P O R T
Board of Directors and Stockholders
Wilson Greatbatch Technologies, Inc.
Clarence, New York
We have audited the accompanying consolidated balance sheets of Wilson Greatbatch Technologies, Inc. and subsidiaries (the
"Company") as of January 2, 2004 and January 3, 2003, and the related consolidated statements of operations, stockholders’ equity,
and cash flows for each of the three years in the period ended January 2, 2004. These financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Wilson Greatbatch
Technologies, Inc. and subsidiaries as of January 2, 2004 and January 3, 2003, and the results of their operations and their cash flows
for each of the three years in the period ended January 2, 2004 in conformity with accounting principles generally accepted in the United
States of America.
As discussed in Note 2 to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill
and other intangible assets to conform to Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets."
Buffalo, New York
March 1, 2004
24
t h e W G T
i n v e s t m e n t
C O N S O L I D A T E D B A L A N C E S H E E T
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Refundable income taxes
Deferred income taxes
Asset available for sale
Total current assets
Property, plant, and equipment, net
Intangible assets, net
Goodwill
Deferred income taxes
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
Accrued expenses and other current liabilities
Current portion of long-term debt
Total current liabilities
Long-term debt, net of current portion
Convertible subordinated notes
Deferred income taxes
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 13)
Stockholders' equity:
Preferred stock
Common stock
December 31,
2003
2002
$ 119,486
$ 4,608
11,559
23,726
28,598
3,591
583
3,163
3,658
194,364
63,735
51,441
119,521
2,896
6,286
-
19,310
34,908
3,339
3,038
3,349
-
68,552
64,699
55,804
119,407
-
3,789
$ 438,243
$ 312,251
$ 4,091
$ 5,726
25
18,968
850
23,909
928
170,000
7,251
815
202,903
-
21
13,872
8,750
28,348
76,250
-
136
654
105,388
-
21
Additional paid-in capital
207,969
202,279
Deferred stock-based compensation
(1,185) -
Treasury stock, at cost
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders' equity
(179) (863 )
28,714
235,340
$ 438,243
5,426
206,863
$ 312,251
The accompanying notes are an integral part of these consolidated financial statements
C O N S O L I D A T E D S T A T E M E N T O F O P E R A T I O N S
2003
$ 216,365
126,537
89,828
30,384
16,991
3,217
1,036
38,200
4,101
(In thousands except per share amounts)
Sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Research, development and engineering costs, net
Amortization of intangible assets
Other operating expense, net
Operating income
Interest expense
Interest income
Other expense, net
Income before income taxes
Provision for income taxes
Net income
Earnings per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
The accompanying notes are an integral part of these consolidated financial statements
26
Year Ended December 31,
2002
2001
$ 167,296
$ 135,575
96,398
70,898
24,369
14,440
3,702
2,481
25,906
3,752
74,716
60,859
18,174
12,575
7,726
132
22,252
4,011
(423 )
4,886
13,778
5,181
(702) (442 )
1,485
33,316
10,028
1,631
20,965
6,604
$ 23,288
$ 14,361
$ 8,597
$ 1.10
$ 1.08
21,149
21,534
$ 0.69
$ 0.68
20,941
21,227
$ 0.44
$ 0.43
19,563
19,945
t h e W G T
i n v e s t m e n t
C O N S O L I D A T E D S T A T E M E N T O F C A S H F L O W S
(In thousands)
2003
2002
2001
Cash flows from operating activities:
Net income
$ 23,288
$ 14,361
$ 8,597
Year Ended December 31,
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation
Loss on early extinguishment of debt
Write-off of noncompete agreement
Write-off of investment in unrelated company
Deferred income taxes
Loss on disposal of property, plant, and equipment
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other current assets
Accounts payable
Accrued expenses and other current liabilities
Income taxes
13,179
3,306
1,487
-
-
4,578
1,036
(4,416)
5,822
2,335
(1,635)
5,797
24
12,100
3,667
-
1,723
1,547
3,765
758
14,241
3,019
3,019
-
-
2,358
132
(379) (4,396)
(2,752)
(1,450)
(10,030 )
(928 )
(1,685) 3,025
(2,972) 1,741
(873) 677
Net cash provided by operating activities
54,801
27,810
21,455
27
Cash flows from investing activities:
Purchase of short-term investments
(11,559) -
-
Acquisition of property, plant and equipment
(11,925)
(20,501)
(9,715)
Proceeds from sale of property, plant and equipment
2,734
Increase in intangible assets
Decrease (increase) in other assets
Net cash effect of acquisitions
-
107
-
14
-
5
(574 )
(1,459)
(2,235 )
(47,124) (46,913 )
Net cash used in investing activities
(20,643)
(69,070)
(59,432 )
Cash flows from financing activities:
Proceeds from issuance of long-term debt
Principal payments of long-term debt
170,000
(85,000 )
32,000
(29,880)
Principal payments of capital lease obligations
(434) -
Payment of debt issue costs
(4,535) -
87,000
(48,278 )
-
-
Issuance of common stock
Purchase of treasury stock
868
476
42,511
(179) -
-
Net cash provided by financing activities
80,720
2,596
81,233
Net increase (decrease) in cash and cash equivalents
114,878
(38,664) 43,256
Cash and cash equivalents, beginning of year
4,608
43,272
16
Cash and cash equivalents, end of year
$ 119,486
$ 4,608
$ 43,272
The accompanying notes are an integral part of these consolidated financial statements
C O N S O L I D A T E D S T A T E M E N T O F S T O C K H O L D E R S ’ E Q U I T Y
(In thousands)
Common Stock
Shares
Amount
Capital
In Excess
of Par
Value
Deferred
Stock
Based
Treasury
Stock
Retained
Earnings
(Accumulated
Compensation
Shares
Amount
Deficit)
Balance, December 31, 2000
18,972
$ 19
$ 157,526
$
Common stock issued
2,000
Shares contributed to ESOP
Exercise of stock options
Net income
-
11
-
2
-
-
-
42,427
843
84
-
Balance, December 31, 2001
20,983
21
200,880
-
-
-
-
-
-
261
$ (4,179) $ (17,532)
-
-
(66) 1,057
-
-
-
-
-
-
-
8,597
195
(3,122)
(8,935 )
Common stock issuance expenses
Shares contributed to ESOP
Reissuance of treasury stock
Exercise of stock options
Tax benefit of non-qualifed stock option exercises
Net income
-
-
-
67
-
-
-
-
-
-
-
-
761
9
519
149
-
(39 ) -
-
-
(140 )
2,254
(1) 5
-
-
-
-
-
-
-
-
-
-
-
14,361
-
-
-
-
-
-
Balance, December 31, 2002
21,050
21
202,279
54
(863) 5,426
28
Common stock issued
Shares contributed to ESOP
Purchase of treasury stock
Exercise of stock options
-
90
-
77
Tax benefit of non-qualifed stock option exercises
-
Stock based compensation
Net income
14
-
-
-
-
-
-
-
-
1,768
(1,768)
-
-
2,804
-
868
250
-
-
-
-
-
583
-
-
(54) 863
5
(179)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
23,288
Balance, December 31, 2003
21,231
$ 21
$ 207,969
$ (1,185) 5
$ (179)
$ 28,714
The accompanying notes are an integral part of these consolidated financial statements
t h e W G T
i n v e s t m e n t
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
1. DESCRIPTION OF BUSINESS
The Company - The consolidated financial statements include the accounts of Wilson Greatbatch
Technologies, Inc. and its wholly owned subsidiaries (collectively, the "Company"). All significant
intercompany balances and transactions have been eliminated in consolidation.
Nature of Operations - The Company operates in two reportable segments–Implantable Medical
Components ("IMC") and Electrochem Power Solutions ("EPS"). The IMC segment designs and manufac-
tures batteries, capacitors, filtered feedthroughs, engineered components and enclosures used in IMDs.
The EPS segment designs and manufactures high performance batteries and battery packs for use in
oil and gas exploration, oceanographic equipment and aerospace.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Financial Statement Year End - The Company utilizes a fifty-two, fifty-three week fiscal year ending on
the Friday nearest December 31st. For clarity of presentation, the Company describes all periods as if
the year-end is December 31st. Fiscal 2002 included 53 weeks.
Cash and Cash Equivalents - Cash and cash equivalents consist of cash and highly liquid, short-term
investments with maturities at the time of purchase of three months or less.
Short-term Investments - Short-term investments are those investments acquired with maturities that
exceed three months and are less than one year at the time of acquisition. Securities that the Company
has the ability and positive intent to hold to maturity are accounted for as held-to-maturity securities and
are carried at amortized cost. The cost of securities sold is based on the specific identification method.
Inventories - Inventories are stated at the lower of cost, determined using the first-in, first-out method,
or market.
Assets Available for Sale - Assets available for sale are accounted for at the lower of the carrying
amount or each asset's estimated fair value less costs to sell.
Property, Plant and Equipment - Property, plant and equipment is carried at cost. Depreciation is
computed primarily by the straight-line method over the estimated useful lives of the assets, which are
as follows: buildings and building improvements 7-40 years; machinery and equipment 3-10 years; office
equipment 3-10 years; and leasehold improvements over the remaining lives of the improvements or the
lease term, if less.
The cost of repairs and maintenance is charged to expense as incurred; renewals and betterments are
capitalized. Upon retirement or sale of an asset, its cost and related accumulated depreciation or
amortization are removed from the accounts and any gain or loss is recorded in income or expense.
Goodwill – Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS No. 142). SFAS No. 142 addresses
the financial accounting and reporting for acquired goodwill and other intangible assets with indefinite
lives. At adoption, the Company reassessed the useful lives of trademarks and names and deemed
them to have an indefinite life because they are expected to generate cash flows indefinitely. Note
14 – Business Segment information contains an analysis of goodwill by segment.
Goodwill and trademark and names are no longer amortized but are periodically tested for impairment.
An analysis of the proforma effects of these standards had the adoption occurred as of the beginning
of fiscal 2001 is included in Note 6 – Intangible Assets.
SFAS No. 142 requires the Company to assess goodwill for impairment by comparing the fair value of
the reporting units to their carrying amounts on an annual basis, or more frequently if certain events
29
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
occur or circumstances change, to determine if there is potential impairment. If the fair value of a reporting unit is less than its
carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill within the reporting unit is less
than its carrying value. Fair values for goodwill are determined based on discounted cash flows, market multiples or appraised values as
appropriate. The Company has determined that, based on the goodwill impairment test, no impairment of goodwill and other indefinite-
lived intangible assets has occurred.
Intangible Assets – Acquired intangible assets apart from goodwill and trademark and names consist primarily of patented and
unpatented technology. The Company continues to amortize its definite-lived assets on a straight-line basis over their estimated useful
lives as follows: patented technology, 8-17 years; unpatented technology, 5-15 years; and other intangible assets, 3-10 years.
The Company tests long-lived assets, exclusive of goodwill, for recoverability whenever events or changes in circumstances indicate that
their carrying amounts may not be recoverable. An impairment loss is recognized if the carrying amount of long-lived assets is not
recoverable and exceeds its fair value based on the sum of the undiscounted cash flows expected to result from the use and eventual
disposition of the asset.
Fair Value of Financial Instruments - The fair value of financial instruments is determined by reference to various market data and
other valuation techniques, as appropriate. Unless otherwise disclosed, the fair value of cash and cash equivalents approximates their
recorded values due to the nature of the instruments.
Concentration of Credit Risk - Financial instruments which potentially subject the Company to concentration of credit risk consist
principally of trade receivables. A significant portion of the Company’s sales are to customers in the medical device industry, and, as
such, the Company is directly affected by the condition of that industry. However, the credit risk associated with trade receivables is
minimal due to the Company’s stable customer base. The Company maintains cash deposits with major banks, which from time to time
may exceed federally insured limits.
30
Allowance for Doubtful Accounts - The Company provides credit, in the normal course of business, to its customers. The Company
also maintains an allowance for doubtful customer accounts and charges actual losses against this allowance when incurred.
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 years presented and, as such, the impact is not necessarily
indicative of the effects on reported net income of future years.
Risk-free interest rate
Expected volatility
Expected life (in years)
Expected dividend yield
2003
2.75%
55%
5
0%
Year Ended December 31,
2002
3.79%
55%
5
0%
2001
5.00%
55%
7
0%
t h e W G T
i n v e s t m e n t
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
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):
Net income as reported
Stock based employee compensation cost
Year Ended December 31,
2003
$ 23,288
2002
$ 14,361
2001
$ 8,597
included in net income as reported
$ 2,311
$ 2,512
$ 1,884
Stock-based employee compensation cost determined
using the fair value based method, net of related tax effects
Pro forma net income
Net earnings per share:
Basic - as reported
Basic - pro forma
Diluted - as reported
Diluted - pro forma
$ 4,054
$ 21,545
$ 1.10
$ 1.02
$ 1.08
$ 1.00
$ 2,972
$ 13,901
$
0.69
$ 0.66
$ 0.68
$ 0.65
$ 2,601
$ 7,880
$ 0.44
$ 0.40
$ 0.43
$ 0.40
Income Taxes - The Company provides for income taxes using the liability method whereby deferred tax
liabilities and assets are recognized based on temporary differences between the financial reporting and tax
basis of assets and liabilities using the anticipated tax rate when taxes are expected to be paid or reversed.
Revenue Recognition - Revenue from the sale of products is recognized at the time product is shipped
to customers. The Company allows customers to return defective or damaged products for credit,
replacement, or exchange. Revenue is recognized as the net amount to be received after deducting
estimated amounts for product returns and allowances.
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 accrues its
estimated exposure to warranty claims based upon recent historical experience and other specific
31
information as it becomes available.
Research and Development - Research, development and engineering costs are expensed as incurred.
Engineering Costs – Engineering expenses are expensed as incurred. Cost reimbursements for
engineering services from customers for whom the Company designs products are recorded as an
offset to engineering costs upon achieving development milestones.
Net research, development and engineering costs are as follows (in thousands):
Research and development costs
Engineering costs
Less cost reimbursements
Engineering costs, net
Year Ended December 31,
2003
$ 9,446
8,649
2002
$ 7,156
8,882
2001
$ 6,728
8,323
(1,104 ) (1,598 ) (2,476)
7,545
7,284
$ 14,440
5,847
$ 12,575
Total research and development and engineering costs, net
$ 16,991
Earnings Per Share - Basic earnings per share is calculated by dividing net income by the weighted
average number of shares outstanding during the period. Diluted earnings per share is calculated by
adjusting for common stock equivalents, which consist of stock options and unvested restricted stock.
Holders of our convertible notes may convert them into shares of the Company’s common stock under
certain circumstances (see Note 8 – Debt for a description of our convertible subordinated notes). For
computation of earnings per share under conversion conditions, the number of diluted shares out-
standing will increase by the amount of shares that are potentially convertible during that period. Also,
net income will be adjusted for the calculation to add back interest expense on the convertible notes as
well as deferred financing fees amortization recorded during the period.
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):
2003
2002
2001
Earnings per share - basic
Earnings available to common shareholders
Weighted average shares outstanding
Earnings per share - basic
Earnings per share - diluted
Earnings available to common shareholders
Weighted average shares outstanding
Dilutive impact of options outstanding &
unvested restricted stock
Weighted average shares and potential
dilutive shares outstanding
Earnings per share - diluted
$ 23,288
21,149
$1.10
$ 23,288
21,149
385
21,534
$
1.08
$ 14,361
20,941
$0.69
$ 14,361
20,941
286
21,227
$ 0.68
$ 8,597
19,563
$ 0.44
$ 8,597
19,563
382
19,945
$ 0.43
Comprehensive Income - Comprehensive income includes all changes in stockholders’ equity during a period except those resulting from
investments by owners and distribution to owners. For all periods presented, the Company’s only component of comprehensive income
is its net income for those periods.
Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses
during the reporting period. Actual results could differ materially from those estimates.
Supplemental Cash Flow Information (in thousands):
32
Cash paid during the year for:
Interest
Income taxes
Noncash investing and financing activities:
Acquisition of property
utilizing capitalized leases
Common stock contributed to ESOP
2003
2002
2001
$ 3,740
5,674
$ 2,212
3,667
$ 3,092
6,055
$ -
3,019
$ 3,717
2,214
$ -
1,902
Recent Accounting Pronouncements - In January 2003, the Financial Accounting Standards Board (FASB) issued Interpretation
No. 46 (FIN 46), “Consolidation of Variable Interest Entities”. FIN 46 requires disclosures about variable interest entities for which it is
reasonably possible that we will be required to consolidate or disclose information when the Interpretation becomes effective. The
provisions of FIN 46 are effective for the Company for the interim period ending April 2, 2004, or earlier in certain instances. Such
instances did not have an effect on the Company’s consolidated financial statements in 2003. The Company has determined that it is
not reasonably possible that it will be required to consolidate or disclose information about a variable interest entity in 2004.
In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150, “Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity” (SFAS No. 150). SFAS No. 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some circumstances). SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003, except for mandatorily redeemable financial instruments subject to the provisions of this
Statement. Subsequent to the issuance of SFAS No. 150, the FASB decided to revise the effective dates of the application of certain
provisions of the statement. For mandatorily redeemable financial instruments that do not have a fixed redemption date or are not
redeemable for a fixed or determinable amount the Board agreed to defer application for an indefinite period of time. The adoption of
150 did not have an effect on the Company’s consolidated financial statements in 2003.
t h e W G T
i n v e s t m e n t
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
Reclassifications – Certain reclassifications were made to the prior years’ financial statements to
conform with the current year presentation. None of the reclassifications affected net income (loss) or
stockholders’ equity.
The Company adopted SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment
of FASB 13, and Technical Corrections," at the beginning of fiscal year 2003. Under SFAS No. 145, the
Company no longer classifies debt extinguishments as extraordinary items in the consolidated financial
statements, subject to limited exceptions. Accordingly, amounts previously classified as extraordinary
related to debt extinguishments in fiscal 2001 have been reclassified as components of income before
income taxes.
3. SHORT-TERM INVESTMENTS
Short-term investments at December 31, 2003, 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):
Municipal Bonds
Short-term investments
As of December 31, 2003
Gross
unrealized
gains
$ -
$ -
Gross
unrealized
losses
$ (1)
$ (1)
Estimated
fair value
$ 11,558
$ 11,558
Cost
$ 11,559
$ 11,559
The municipal bonds have maturity dates ranging from January 2004 to April 2004. There were no
short-term investments as of December 31, 2002.
4. INVENTORIES
Inventories comprised the following (in thousands):
Raw material
Work-in-process
Finished goods
Total
December 31,
2003
2002
$ 11,688
$ 15,693
10,421
6,489
13,592
5,623
$ 28,598
$ 34,908
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment comprised the following (in thousands):
Manufacturing machinery and equipment
Buildings and building improvements
Information technology hardware and software
Leasehold improvements
Land and land improvements
Furniture and fixtures
Construction work in process
Other
Less accumulated depreciation
Total
December 31,
2003
2002
$ 53,313
$ 48,384
15,380
7,384
5,440
4,659
2,631
8,595
148
14,752
6,621
4,819
4,659
2,496
8,778
308
97,550
90,817
(33,815) (26,118 )
$ 63,735
$ 64,699
Depreciation expense during 2003, 2002 and 2001 was approximately $9,390,000, $7,610,000,
and $5,917,000, respectively.
33
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
6. INTANGIBLE ASSETS
Intangible assets comprised the following (in thousands):
Amortizing intangible assets:
Patented technology
Unpatented technology
Other
Unamortizing intangible assets:
Trademark and names
Total intangible assets
As of December 31, 2003
As of December 31, 2002
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
$ 21,875
$ (8,949)
$ 12,926
$ 21,875
$
(7,015)
$ 14,860
15,335
7,740
44,950
(5,549)
(7,196)
(21,694)
9,786
544
23,256
15,335
7,740
44,950
(3,615)
(6,701)
(17,331)
11,720
1,039
27,619
31,420
$ 76,370
(3,235)
$ (24,929)
28,185
$ 51,441
31,420
$ 76,370
(3,235)
$ (20,566)
28,185
$ 55,804
Estimated amortization expense for tears subsequent to 2003 are as follows (in thousands):
2004
$ 2,843
2005
$ 2,361
2006
$ 2,332
2007
$ 2,314
2008
$ 2,314
The following table reflects consolidated results for 2001, with data adjusted as though the adoption of SFAS No. 142, “Goodwill and
Other Intangible Assets”, had occurred as of the beginning of 2001 (in thousands except per share amounts):
34
Reported net income
Add back to reported net income:
Goodwill amortization, net of tax
Assembled workforce amortization, net of tax
Trademark and names amortization, net of tax
Adjusted net income
Basic earnings per share:
Reported net income
Adjusted net income
Diluted earnings per share:
Reported net income
Adjusted net income
$ 8,597
1,339
397
506
2,242
$ 10,839
$ 0.44
$ 0.55
$ 0.43
$
0.54
7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities comprised the following (in thousands):
Salaries and benefits
Profit sharing and bonuses
Other
Total
8. DEBT
Long-term debt comprised the following (in thousands):
2.25% convertible subordinated notes, due 2013
Capital lease obligations
Term loan
Less current portion
Total long-term debt
December 31,
2003
2002
$ 5,170
$ 5,302
9,589
4,209
5,164
3,406
$ 18,968
$ 13,872
December 31,
2003
$ 170,000
1,778
-
171,778
2002
$ -
-
85,000
85,000
(850) (8,750)
$ 170,928
$ 76,250
t h e W G T
i n v e s t m e n t
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
Convertible Subordinated Notes: In May 2003, the Company completed a private placement of
contingent convertible subordinated notes totaling $170.0 million, due 2013. In November 2003 the
Company had a Registration Statement with the Securities and Exchange Commission declared effective
with respect to these notes and the underlying common stock. The notes bear interest at 2.25 percent
per annum, payable semiannually. Beginning with the six-month interest period commencing June 15,
2010, the Company will pay additional contingent interest during any six-month interest period if the
trading price of the notes for each of the five trading days immediately preceding the first day of the
interest period equals or exceeds 120% of the principal amount of the notes.
Holders may convert the notes into shares of the Company’s common stock at a conversion rate of
24.8219 shares per $1,000 principal amount of notes, subject to adjustment, before the close of
business on June 15, 2013 only under the following circumstances: (1) during any fiscal quarter
commencing after July 4, 2003, if the closing sale price of the Company’s common stock exceeds
120% of the conversion price for at least 20 trading days in the 30 consecutive trading day period
ending on the last trading day of the preceding fiscal quarter; (2) subject to certain exceptions, during
the five business days after any five consecutive trading day period in which the trading price per $1,000
principal amount of the notes for each day of such period was less than 98% of the product of the
closing sale price of the Company’s common stock and the number of shares issuable upon conversion
of $1,000 principal amount of the notes; (3) if the notes have been called for redemption; or (4) upon
the occurrence of certain corporate events.
Beginning June 20, 2010, the Company may redeem any of the notes at a redemption price of 100%
of their principal amount, plus accrued interest. Note holders may require the Company to repurchase
their notes on June 15, 2010 or at any time prior to their maturity following a fundamental change at
a repurchase price of 100% of their principal amount, plus accrued interest. The notes are subordi-
35
nated in right of payment to all of our senior indebtedness and effectively subordinated to all debts and
other liabilities of our subsidiaries.
Concurrent with the issuance of the notes, the Company used approximately $72.5 million of the
proceeds from this private placement to pay off the term loan. Debt issuance expenses totaled $4.5
million and are being amortized using the effective yield method over a seven-year term.
The fair-value of the convertible subordinated notes as of December 31, 2003 was $212.5 million
based on quoted market prices.
Capital Lease Obligations: The Company leases assets under non-cancelable lease arrangements. As
of December 31, 2003, future minimum lease payments under capital leases are as follows:
(In thousands)
2004
2005
2006
Total minimum lease payments
Less imputed interest
Present value of minimum lease payments
Less current portion
Long-term capital lease obligations
Amount
$ 742
948
126
1,816
(38 )
1,778
(850 )
$ 928
Revolving Line of Credit: As of December 31, 2003 the Company had no balance outstanding on its
$20.0 million committed revolving line of credit. The revolving line of credit continues to be available to
the Company for future borrowing and matures on July 1, 2005. The revolving line of credit is secured
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
by the Company’s accounts receivable and inventories and requires the Company to comply with various quarterly financial covenants,
as defined, related to net earnings or loss before interest, taxes, depreciation, and amortization ("EBITDA"), and ratios of leverage,
interest, fixed charges, and capitalization as they relate to EBITDA. Interest rates under the revolving line of credit vary with the
Company’s leverage. The Company is required to pay a commitment fee of between .50% and .125% per annum on the unused portion
of the revolving line of credit based on the Company’s leverage.
9. EMPLOYEE BENEFIT PLANS
Employee Stock Ownership Plan - The Company sponsors a non-leveraged Employee Stock Ownership Plan (‘‘ESOP’’) and related trust
as a long-term benefit for substantially all of its employees. Under the terms of the ESOP plan document there is a defined contribution
equal to five percent of each employee’s annual compensation. This contribution is contributed to the ESOP in the form of Company stock.
The ESOP is subject to contribution limitations as defined in the plan. Compensation cost under the ESOP recognized by the Company for
the defined contribution was approximately $2.7 million, $2.3 million, and $1.8 million in 2003, 2002 and 2001, respectively.
Savings Plan - The Company sponsors a defined contribution 401(k) plan, which covers substantially all of its employees. The plan
provides for the deferral of employee compensation under Section 401(k) and a Company match. Net costs related to this defined
contribution plan were approximately $847,000, $718,000 and $622,000 in 2003, 2002 and 2001, respectively.
Education Assistance Program - The Company reimburses tuition, textbooks and laboratory fees for college or other lifelong learning
programs for all of its employees. The Company also reimburses college tuition for the dependent children of its full-time employees. For
certain employees, the dependent children benefit vests on a straight-line basis over ten years. Minimum academic achievement is
required in order to receive reimbursement under both programs. Aggregate expenses under the programs were approximately
$669,000, $621,000 and $460,000 in 2003, 2002 and 2001, respectively.
10. STOCK OPTION PLANS
The Company has stock option plans that provide for the issuance of nonqualified and incentive stock options to employees of the
Company. The Company’s 1997 Stock Option Plan (‘‘1997 Plan’’) authorizes the issuance of options to purchase up to 480,000 shares
of the Company’s common stock. The stock options generally vest over a five-year period and may vary depending upon the achievement
of earnings targets. The stock options expire 10 years from the date of the grant. Stock options are granted at exercise prices equal
to or greater than the fair market value of the Company’s common stock at the date of the grant.
The Company’s 1998 Stock Option Plan (‘‘1998 Plan’’) authorizes the issuance of nonqualified and incentive stock options to purchase
up to 1,220,000 shares the Company’s common stock, subject to the terms of the plan. The stock options vest over a three to five
year period and may vary depending upon the achievement of earnings targets. The stock options expire 10 years from the date of the
grant. Stock options are granted at exercise prices equal to or greater than the fair value of the Company’s common stock at the date
of the grant.
The Company has a stock option plan that provides for the issuance of nonqualified stock options to Non-Employee Directors (the "Director
Plan"). The Director Plan authorizes the issuance of nonqualified stock options to purchase up to 100,000 shares of the Company’s
common stock from its treasury, subject to the terms of the plan. The stock options vest over a three-year period. The stock options
expire 10 years from the date of grant. Stock options are granted at exercise prices equal to or greater than the fair value of the
Company’s common stock at the date of the grant.
As of December 31, 2003, options for 472,211 shares were available for future grants under the plans. The weighted average
remaining contractual life is seven years.
36
t h e W G T
i n v e s t m e n t
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
A summary of the transactions under the 1997 Plan, 1998 Plan, and the Director Plan for 2001,
2002 and 2003 follows:
Options outstanding at December 31, 2000
Options granted
Options exercised
Options forfeited
Options outstanding at December 31, 2001
Options granted
Options exercised
Options forfeited
Options outstanding at December 31, 2002
Options granted
Options exercised
Options forfeited
Option
Activity
590,685
101,934
Weighted
Average
Exercise
Price
$ 8.70
26.06
(11,340 ) 6.06
(14,960 ) 9.58
666,319
344,774
(67,783)
$ 11.38
24.97
7.77
(67,661) 12.78
875,649
367,360
$ 16.92
33.43
(77,094) 11.14
(23,015) 25.20
Weighted
Average
Grant Date
Fair Value
$ 16.02
$ 12.22
$ 16.51
Options outstanding at December 31, 2003
1,142,900
$ 22.18
Options exercisable at:
December 31, 2002
December 31, 2003
451,037
657,452
12.09
17.39
The following table provides detail regarding the options outstanding at December 31, 2003.
Range of Exercise Prices
$5.00
$15.00 - 20.64
$23.85 - 35.70
$37.51 - 37.81
11. RESTRICTED STOCK PLAN
Number
Outstanding
226,391
178,423
691,469
46,617
1,142,900
On November 15, 2002, the Company’s Board of Directors approved the Restricted Stock Plan under
which stock awards may be granted to employees. The Plan received shareholder approval at the Annual
Meeting of Stockholders held on May 9, 2003. The number of shares that are reserved and may be
issued under the plan cannot exceed 200,000. The Compensation and Organization Committee of the
Company’s Board of Directors determines the number of shares that may be granted under the plan.
Restricted stock awards are either time-vested or performance-vested based on the terms of each
individual award agreement. Time-vested restricted stock vests 50% on the first anniversary of the
date of the award and 50% on the second anniversary of the date of the award. Performance-vested
restricted stock vests upon the achievement of certain annual diluted earnings per share targets by the
company, or the seventh anniversary date of the award.
There were 50,400 shares granted to certain officers and key employees under the terms of the plan.
13,500 shares of restricted stock fully vested as of December 31, 2003. Unamortized deferred
compensation expense with respect to the restricted stock grants amounted to $1,185,000 at
December 31, 2003 and is being amortized based on the vesting schedules attributable to the
underlying restricted stock grants. Compensation expense of $583,000 was recognized during 2003.
37
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
12. INCOME TAXES
The components of the provision for income taxes comprised the following (in thousands):
2003
2002
Year Ended December 31,
Federal:
Current
Deferred
State:
Current
Deferred
Provision for income taxes
$ 4,820
7,363
12,183
630
(2,785)
(2,155)
$ 10,028
$ 2,573
4,137
6,710
266
(372)
2001
$ 2,081
2,365
4,446
742
(7)
(106) 735
$ 6,604
$ 5,181
The tax effect of major temporary differences that give rise to the Company’s net deferred tax accounts are as follows (in thousands):
Depreciation
Contingent interest on convertible notes
Amortization of intangible assets
Tax credits
Accrued expenses and deferred compensation
Inventory valuation
Investments
Net operating loss carryforwards
Other
Net deferred tax (liability) asset
Less valuation allowance
Net deferred tax (liability) asset
38
December 31,
2003
2002
$ (4,776) $ (4,809)
(2,575)
-
(1,118) 1,969
2,779
2,226
1,745
565
433
94
2,298
1,607
2,019
565
38
91
(627) 3,778
(565) (565)
$ (1,192)
$ 3,213
In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than
not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the consideration of the
weight of both positive and negative evidence, management has determined that it is more likely than not that a portion of the deferred
tax asset remaining at December 31, 2003 related to the valuation of an investment will not be realized.
The provision for income taxes differs in each of the years from the federal statutory rate due to the following:
Statutory rate
State taxes, net of federal benefit
Permanent items from tax planning
Federal and state tax credits
Valuation allowance
Other
Effective tax rate
13. CAPITAL STOCK
2003
35.0 %
2.0
Year Ended December 31,
2002
35.0 %
3.3
(6.8 ) -
2001
35.0 %
2.9
-
(2.1) (10.7) -
-
2.0
30.1%
2.7
1.2
31.5 %
-
(0.3)
37.6 %
The authorized capital stock of the Company consists of 100,000,000 shares of common stock, $.001 par value per share and
100,000,000 shares of preferred stock, $.001 par value per share. There are no preferred shares issued or outstanding. There were
21,231,121 and 21,049,805 shares issued in 2003 and 2002, respectively. There were 21,226,357 and 20,996,115 shares
outstanding in 2003 and 2002, respectively.
t h e W G T
i n v e s t m e n t
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
14. 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.
The Company is a party to various license agreements through 2018 for technology that is utilized in
certain of its products. The most significant of these is an agreement to license the basic technology
used for wet tantalum capacitors. The initial payment under the original agreement was $800,000 and
was fully amortized in 2002. The company is required to pay royalties based on agreed upon terms
through August 2014.
The Company is also subject to a license agreement covering the exclusive use of a patent for a hybrid
electrode until December 2016. The initial payment under this agreement was $100,000 and will be
fully amortized in 2004. The Company is required to pay royalties based on the selling price of products
that incorporate such licensed technology.
Expenses related to license agreements were $1,531,000, $1,367,000 and $317,000 for 2003,
2002, and 2001, respectively.
Product Warranties - The change in aggregate product warranty liability for the year ended December
31, 2003, is as follows (dollars in thousands):
Beginning balance
Additions to warranty reserve
Warranty claims paid
Ending balance
$ 402
377
(466)
$ 313
Operating Leases - The Company is a party to various operating lease agreements for buildings,
equipment and software.The Company incurred operating lease expense of $1,716,000, $928,000
and $909,000 in 2003, 2002 and 2001, respectively.
If all lease extension options are exercised as expected by the Company, minimum future annual
operating lease payments are $1,815,000 in 2004; $1,391,000 in 2005; $604,000 in 2006;
$196,000 in 2007; and $0 in 2008.
15. BUSINESS SEGMENT INFORMATION
The Company operates its business in two reportable segments: IMC and 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; capacitors for ICDs, filtered feedthroughs, engineered components
and enclosures used in IMDs. The EPS segment designs and manufactures high performance batteries
for use in oil and gas exploration, oceanographic equipment, and aerospace.
The Company’s IMC segment includes multiple business units that have been 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 are
separately managed, and their performance is evaluated based on numerous factors, including income
from operations.
39
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
The Company defines segment income from operations as gross profit less costs and expenses attributable to segment specific
selling, general and administrative and research, development and engineering expenses, and intangible amortization. In 2003, segment
income also includes a portion of non-segment specific selling, general and administrative and research, development and engineering
expenses based on allocation bases appropriate to the expense categories. The remaining unallocated operating expenses along with
other income and expense are not allocated to reportable segments. This change is not reflected in the 2002 or 2001 calculation of
segment income from operations because it is impractical to do so. The allocation of expenses to segments in 2003 does not change
the composition of the reportable segments; the change is only a revision to the calculation of segment income from operations.
Transactions between the two segments are not significant. The accounting policies of the segments are the same as those described
and referenced in Note 2.
An analysis and reconciliation of the Company’s business segment information to the respective information in the consolidated financial
statements is as follows (dollars in thousands):
Sales:
IMC
Medical batteries:
ICDs
Pacemakers
Other devices
Royalties
Total medical batteries
Capacitors
Other components
Total IMC sales
EPS
Total sales
Segment income from operations:
IMC
EPS
Total segment income from operations
Unallocated operating expenses
Operating income as reported
Unallocated other income and expense
40
2003
2002
2001
Year Ended December 31,
$ 41,494
$ 28,518
22,535
3,662
-
67,691
31,668
90,862
190,221
26,144
20,354
3,035
-
51,907
24,679
65,315
141,901
25,395
$ 22,215
22,923
722
991
46,851
20,290
40,513
107,654
27,921
$ 216,365
$ 167,296
$ 135,575
$ 43,504
4,374
47,878
$40,969
8,262
49,231
$39,008
8,796
47,804
(9,678) (23,325) (25,552)
38,200
25,906
(4,884) (4,941)
22,252
(8,474)
$ 13,778
$ 12,440
778
13,218
1,023
$ 14,241
Income before income taxes as reported
$ 33,316
$ 20,965
Depreciation and amortization:
IMC
EPS
Total depreciation included in segment
income from operations
Unallocated depreciation and amortization
Total depreciation and amortization
$ 10,809
854
11,663
1,516
$ 13,179
$ 10,090
807
10,897
1,203
$ 12,100
The changes in the carrying amount of goodwill are as follows (amounts in thousands):
Balance at December 31, 2002
Adjustment recorded during the year
Balance at December 31, 2003
IMC
$ 116,841
114
$ 116,955
EPS
$ 2,566
-
$ 2,566
Total
$ 119,407
114
$ 119,521
t h e W G T
i n v e s t m e n t
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
Expenditures for tangible long-lived assets,
excluding acquisitions:
IMC
EPS
Total reportable segments
Unallocated long-lived tangible assets
Total expenditures
Identifiable assets, net:
IMC
EPS
Total reportable segments
Unallocated assets
Total assets
Year Ended December 31,
2003
2002
2001
$ 6,924
$ 6,616
$ 7,074
693
7,617
4,308
1,119
7,735
12,766
504
7,578
2,137
$ 11,925
$ 20,501
$ 9,715
December 31,
2003
2002
$ 250,642
$ 256,313
20,817
271,459
166,784
22,385
278,698
33,553
$ 438,243
$ 312,251
Sales by geographic area are presented by attributing sales from external customers based on where
the products are shipped. All dollars are in thousands.
Sales by geographic area:
United States
Foreign countries
Consolidated sales
Long-lived assets:
United States
Foreign countries
Consolidated long-lived assets
Year Ended December 31,
2003
2002
2001
$ 140,578
$ 127,145
$ 92,391
75,787
40,151
43,184
$ 216,365
$ 167,296
$ 135,575
December 31,
2003
2002
$ 243,879
$ 243,699
-
-
$ 243,879
$ 243,699
41
Two customers accounted for a significant portion of the Company’s sales and accounts receivable as follows:
Sales
Year Ended December 31,
Accounts Receivable
December 31,
2003
2002
2001
2003
2002
46%
20%
66%
41%
25%
66%
39%
27%
66%
31%
19%
50%
34%
18%
52%
Customer A
Customer B
Total
16. ACQUISITIONS
During 2001 and 2002, the Company completed two acquisitions as follows:
Substantially all of the assets of the Sierra-KD Components division of Maxwell Technologies, Inc.
(Sierra), a developer and manufacturer of electromagnetic interference filtering capacitors for
implantable medical devices.
Globe Tool and Manufacturing Company, Inc. (Globe Tool), a manufacturer of precision titanium
enclosures for implantable medical devices. Globe Tool was acquired to further broaden our
product offering to include enclosures.
These acquisitions have been accounted for using the purchase method of accounting and accordingly,
the results of the operations of these acquisitions have been included in the consolidated financial
statements from the date of acquisition.
■
■
N O T E S T O C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
Acquisition information (in thousands):
Acquisition date
Purchase price:
Cash paid
Transaction costs
Total purchase price
Purchase price allocation:
Property and equipment
Assets/(Liabilities)
Trademark and names
Patented Technology
Unpatented Technology
Noncompete/Employment Agreements
Goodwill
Total purchase price
Acquired Company
Sierra
Globe Tool
June 18, 2001
July 9, 2002
$ 46,656
$ 46,637
257
487
$ 46,913
$ 47,124
4,124
3,288
-
8,445
4,743
-
26,313
$ 46,913
8,490
(7,079)
1,760
-
7,392
1,177
35,384
$ 47,124
The following unaudited pro forma summary presents the Company’s consolidated results of operations for 2002 and 2001 as if the
acquisitions had been consummated at January 1, 2001. The pro forma consolidated results of operations include certain pro forma
adjustments, including the amortization of intangible assets and interest on a term loan.
In thousands except per share amounts:
Revenues
Net income
Net income per diluted share:
December 31,
2002
$ 178,159
$ 15,298
$
0.73
2001
$ 162,190
$ 8,482
$ 0.43
42
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.
17. QUARTERLY SALES AND EARNINGS DATA – UNAUDITED
(In Thousands, except per share data)
4th Qtr.
3rd Qtr.
2nd Qtr.
1st Qtr.
2003
Sales
Gross profit
Net income
Earnings per share - basic
Earnings per share - diluted
2002
Sales
Gross profit
Net income
Earnings per share - basic
Earnings per share - diluted
$ 49,371
$ 56,335
$ 55,802
$ 54,857
19,838
4,523
0.21
0.21
23,960
7,776
0.37
0.36
23,217
4,952
0.23
0.23
22,813
6,037
0.29
0.28
$ 47,315
$ 45,350
$ 38,328
$ 36,303
20,475
4,959
0.24
0.23
18,872
2,477
0.12
0.12
15,599
3,586
0.17
0.17
15,952
3,339
0.16
0.16
t h e W G T
i n v e s t m e n t
C O R P O R A T E I N F O R M A T I O N
TRANSFER AGENT AND REGISTRAR:
INVESTOR INFORMATION:
Please direct questions about address changes,
Shareholders, securities analysts, and investors
stock transfers, lost or stolen certificates, and
seeking more information about the Company can
any other account questions to:
access the following information via the internet
Mellon Investor Services
Eleventh Floor
111 Founders Plaza
East Hartford, CT 06108
860-282-3509
at www.greatbatch.com
■ news releases and significant company events
Form 10-K Annual and Form 10-Q Quarterly
Reports and Form 8-K Disclosures to the
Securities and Exchange Committee describing
INDEPENDENT AUDITORS:
WGT’s business and financial condition.
Deloitte & Touche LLP
Buffalo, NY
The information above may also be obtained upon
request from the Investor Relations Department,
CORPORATE COUNSEL:
9645 Wehrle Drive, Clarence, NY 14031.
Hodgson Russ LLP
Buffalo, NY
ANNUAL MEETING:
STOCK LISTING:
New York Stock Exchange (Stock Symbol: GB)
Price Range of WGT Stock
The Annual Meeting will be held on
2003 Fiscal Qtr.
1st Qtr.
2nd Qtr.
3rd Qtr.
4th Qtr.
Tuesday, May 25, 2004 at 10:00 a.m.
Samuel’s Grande Manor
8750 Main Street
Williamsville, NY 14221
CORPORATE HEADQUARTERS:
9645 Wehrle Drive
Clarence, NY 14031
716-759-5600
High
Low
$29.77
$37.25
$40.30
$43.05
$23.50
$26.55
$35.37
$35.60
2002 Fiscal Qtr.
1st Qtr.
2nd Qtr.
3rd Qtr.
4th Qtr.
High
Low
$37.60
$28.40
$28.69
$31.50
$24.18
$21.20
$20.10
$24.50
43
■
BOARD OF DIRECTORS:
William B. Summers, Jr., Director(1)(2)
C O R P O R A T E L E A D E R S H I P
Edward F. Voboril, Chairman of the Board
President and Chief Executive Officer
Wilson Greatbatch Technologies, Inc.
Pamela G. Bailey, Director(3)(4)
President and CEO
AdvaMed
Joseph A. Miller, Jr.(3)(4)
Executive Vice President and Chief Technology Officer
Corning, Inc.
Robert E. Rich, Jr., Director(1)
President
Rich Products Corporation
Bill R. Sanford, Director(1)(4)
Chairman
SYMARK LLC
Peter H. Soderberg, Director(2)(3)
President and CEO
Welch Allyn, Inc.
Thomas S. Summer(1)(2)
Chairman
McDonald Investments, Inc.
Henry Wendt, Director(2)(3)
Chairman
Computerized Medical Systems, Inc.
John P. Wareham(1)(4)
Chairman and CEO
Beckman Coulter, Inc.
(1) Member of the Audit Committee
(2) Member of the Compensation and Organization Committee
(3) Member of the Corporate Governance and Nominating Committee
(4) Member of the Science and Technology Development Committee
CORPORATE LEADERSHIP:
Edward F. Voboril, Chairman of the Board,
President and Chief Executive Officer
Lawrence P. Reinhold
Executive Vice President and Chief Financial Officer
Jose E. Almeida
Executive Vice President and Chief Operating Officer
Executive Vice President and Chief Financial Officer
Larry T. DeAngelo
Constellation Brands, Inc.
Senior Vice President, Administration and Secretary
44
MANUFACTURING FACILITIES:
Alden, New York
Canton, Massachusetts
Carson City, Nevada
Cheektowaga, New York
Clarence, New York
Columbia, Maryland
Minneapolis, Minnesota
Williamsville, New York
t h e W G T
i n v e s t m e n t
WILSON
GREATBATCH
TECHNOLOGIES, INC.
®
9645 Wehrle Drive
Clarence, New York 14031
716.759.5600
www.greatbatch.com
printed in U.S.A.