2 0 0 4 A N N U A L R E P O R T
P O W E R I N G T H E F U T U R E
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 , I N C .
®
C O R P O R A T E L E A D E R S H I P
BOARD OF DIRECTORS:
William B. Summers, Jr., Director
Edward F. Voboril, Chairman of the Board,
President and Chief Executive Off icer,
Chairman,
McDonald Investments, Inc.
Wilson Greatbatch Technologies, Inc.
John P. Wareham
Pamela G. Bailey, Director
President and Chief Executive Off icer,
CTFA
Joseph A. Miller, Jr.
Executive Vice President and
Chief Technology Off icer,
Corning, Inc.
Retired Chairman and Chief Executive Off icer,
Beckman Coulter, Inc.
CORPORATE LEADERSHIP:
Edward F. Voboril, Chairman of the Board,
President and Chief Executive Off icer
Lawrence P. Reinhold
Executive Vice President and
Bill R. Sanford, Presiding Director
Chief Financial Off icer
Chairman,
SYMARK LLC
Peter H. Soderberg, Director
President and Chief Executive Off icer,
Welch Allyn, Inc.
Thomas S. Summer
Executive Vice President and
Chief Financial Off icer,
Constellation Brands, Inc.
AUDIT COMMITTEE:
Thomas S. Summer (Chair)
William B. Summers, Jr.
John P. Wareham
COMPENSATION AND
ORGANIZATION COMMITTEE:
William B. Summers, Jr. (Chair)
Peter H. Soderberg
Thomas S. Summer
Thomas J. Hook
Executive Vice President and
Chief Operating Off icer
Larry T. DeAngelo
Senior Vice President, Administration and
Secretary
CORPORATE GOVERNANCE
AND NOMINATING COMMITTEE:
Peter H. Soderberg (Chair)
Pamela G. Bailey
Joseph A. Miller
Bill R. Sanford
SCIENCE AND TECHNOLOGY
DEVELOPMENT COMMITTEE:
Joseph A. Miller (Chair)
Pamela G. Bailey
John P. Wareham
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 , I N C .
Wilson Greatbatch Technologies, Inc. is a leading developer and
manufacturer of critical components used implantable medical
devices and other technically demanding applications. Principal
medical products include batteries, capacitors, EMI (electro-
magnetic interference) f iltered feedthroughs, molded connector
assemblies, coated electrode products and device enclosures
which represent 86% of our total annual sales. Remaining sales
are from non-medical power sources which include specialty
batteries primarily for oil and gas exploration, extraction and
inspection, oceanographic survey and military applications.
®
T A B L E O F C O N T E N T S
Financial Highlights ...............................................................................................................2
Letter to Shareholders ............................................................................................................3
Form 10-K Cover Page ..........................................................................................................9
Selected Consolidated Financial Data ...................................................................................19
Management’s Discussion and Analysis.................................................................................20
Results of Operations ...........................................................................................................25
Report of Independent Registered
Public Accounting Firm ........................................................................................................32
Consolidated Balance Sheet..................................................................................................33
Consolidated Statement of Operations ..................................................................................34
Consolidated Statement of Cash Flow ...................................................................................35
Consolidated Statement of Stockholders’ Equity ...................................................................36
Notes to Consolidated Financial Statements ..........................................................................37
Investor Information ......................................................................................inside back cover
Board of Directors.........................................................................................inside front cover
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 , I N C .
F I N A N C I A L H I G H L I G H T S
®
(in thousands, except per share data)
Fiscal Year
OPERATIONS
Sales
Gross profit
Operating income
Net income (loss)
2004
2003
2002
2001
2000
$ 200,119
$ 216,365
$ 167,296
$ 135,575
$ 97,790
80,722
89,828
70,898
60,859
42,344
26,940
38,200
25,906
22,252
14,400
Diluted net earnings (loss) per common share
0.75
1.05
0.68
16,257
23,288
14,361
8,597
0.43
(548 )
(0.04 )
Diluted weighted average shares outstanding
25,759
24,026
21,227
19,945
14,434
CASH FLOW AND BALANCE SHEET
Cash flow from operations
$ 45,166
$ 54,801
$ 27,810
$ 21,455
$ 18,160
Working capital
134,399
170,455
40,204
61,596
15,079
Total assets
Total debt
479,938
438,243
312,251
283,520
181,647
171,652
171,778
85,000
74,005
33,968
Total liabilities
223,761
202,903
105,388
94,676
45,813
Total stockholder’s equity
256,177
235,340
206,863
188,844
135,834
RATIO ANALYSIS AND OTHER
Debt, net of cash, to total capitalization
Current ratio
Inventory turns
19%
5.79
3.7
10%
8.13
4.0
28%
2.42
3.0
12%
2.85
3.5
Number of employees
1,225
1,431
1,378
1,153
20%
2.01
4.1
837
—
2
L E T T E R T O S H A R E H O L D E R S
I am once again pleased to be talking with you about
Wilson Greatbatch Technologies and our performance in 2004.
From a share price perspective, 2004 ended disappointingly. In
many other signif icant respects, however, the year was an
unprecedented success.
Before moving on to the encouraging chapters of this year’s story,
I would f irst like to address realistically and candidly our short
falls. At the end of 2003 and the beginning of 2004 we gathered
the relevant data and information on which to base our business
forecast. Much of what constitutes the bulk of the forecasting
process relates to communications with customers as well as our
knowledge of historic and current industry trends. The forecasting
process is inexact with some signif icant factors either unknown to
P O W E R I N G T H E F U T U R E
us or out of our control. This was certainly the case in 2004 when
the decision and sudden actions of a signif icant customer
adversely affected our sales and earnings. While a few isolated
incidents did affect the 2004 results, it is also true that there were
other more systemic contributing factors. Concentration of risk
with relatively few customers serving vertical markets, increased
competition and price pressures all played a role and these factors
are expected to continue into the future. This overview will detail
our reactions to all of these influences and provide a summary of
how we are addressing each one of these contributing factors.
C O N C E N T R AT I O N O F R I S K – We will be launching new products in
2005, and will also be providing important new services to expand
our business with existing customers. We are also nurturing oppor-
—
3
L E T T E R T O S H A R E H O L D E R S
tunities to work with a new customer on development programs for
components for totally new interventional cardiac rhythm therapies.
We are also bolstering our efforts at Electrochem, our commercial
battery business which serves an entirely different customer base.
I N C R E A S E D C OM P E T I T I O N - We have been the premier independent
supplier of CRM device power in the form of batteries and capac-
itors. We have expanded that business to also include components
that make up the majority of those found in a typical pacemaker or
def ibrillator. Device feedthrough components, EMI f ilters, hybrid
molded header assemblies and enclosures are all part of our product
line. Our current product portfolio offers leading technology in power
sources and tantalum capacitors, and provides the opportunity for
“bundling” these products with our new assembly capabilities to
2
0
0
4
provide “single source solutions.”
P R I C E P R E S S U R E S - Technology lead-
ership in a vacuum will not ensure
success. Technology, no matter how
advanced, must be priced to present the best value package to
the customer. To that end, we continue to implement sweeping
changes in our facilities and processes. The execution of our
Pre-Production Quality Assurance process (“PPQA”), with def ined
stage gates driven by strict adherence to Six-Sigma TM criteria, will
speed the new product development process and add signif icant
eff iciencies to mature product production. Six-Sigma is a quality
methodology for eliminating defects in any process. The
fundamental objective of the Six-Sigma methodology is the
implementation of a measurement-based strategy that focuses on
process improvement and variation reduction. Along with these
initiatives, we are excited to be commissioning two new manufac-
turing facilities that will provide enhanced capability for cost
reduction. As part of our continuing efforts to improve our cost
—
4
L E T T E R T O S H A R E H O L D E R S
structure and manufacturing eff iciencies, we will be under-
taking two consolidation efforts in 2005. The f irst will be the
consolidation of our capacitor and medical battery manufacturing
operations into our newly constructed advanced power source
manufacturing facility in Alden, NY. Also, we will be consolidat-
ing the work conducted at our Carson City, NV plant into the
newly constructed Tijuana, Mexico value-added assembly facility.
We believe we will then be well positioned to offer "best value"
pricing to the market.
F O U N D AT I O N F O R T H E F U T U R E - It is important to recognize that
these processes and initiatives were started over the past few
years as part of our broader strategic plan. They are the drivers at
the very core of our strategy, which is to be the supplier of the
P O W E R I N G T H E F U T U R E
highest quality, most technologically advanced and cost effective
solutions for the industries we serve. This will certainly raise the
expectations of a vital and growing industry and at the same time
raise the bar for our competition.
In the near term however, in reaction to the unexpected reduction
in sales during 2004, we began the diff icult process of reducing
our workforce to align our costs with our anticipated revenue for
the year. It is vital to understand that this realignment was totally
motivated and implemented after careful consideration on how to
best achieve our already established near and long-term strategic
goals. The flip side to the disappointing news is conf irmation that
the vast majority of our customers not only met, but actually
exceeded our internal projections for sales growth in 2004.
—
5
L E T T E R T O S H A R E H O L D E R S
In 2004 (and continuing into 2005), we witnessed an unprece-
dented flow of new products through the pipeline. One near-term
catalyst for growth is the introduction of our Q-Series medical
batteries. Initially they will be available in two conf igurations –
Q HR (High Rate) and Q MR (Medium Rate). These batteries hold the
promise of unparalleled perfor mance in a wide range of
implantable device and neurostimulation applications and allow
our customers to incorporate advanced power-hungry features
into these devices. While companies typically announce new
products that have modest improvements in form and/or function
regularly, the Q-Series f irmly establishes a new industry standard.
It delivers advanced performance criteria to an industry that his-
torically embraces new products. We believe the Q-Series will
represent a major breakthrough by combining a smaller size with
2
0
0
4
greater energy density (more power).
New products, as well as enhancements
to existing products, were a big part of
our story in 2004, and will continue
to gain momentum and have positive impact in 2005 and beyond.
In addition, 2004 was witness to still another watershed event
that marks a unique achievement in our corporate history. In 2004
we entered into an agreement with Medtronic to provide device
sub-assembly services. It allows us to add value beyond our tradi-
tional role as a provider of discrete components, while providing
opportunities for cross-selling and “bundling” products and
services. While at present we are working with Medtronic in this
arena and are focused on CRM and neurostimulator assemblies,
we feel conf ident in, and are aggressively pursuing, our options
for similar agreements with other customers and products.
Our work with nanotechnology driven products demonstrates real
potential for generating still more “milestone products” serving
—
6
L E T T E R T O S H A R E H O L D E R S
the CRM device market. The investment WGT made in acquiring
proprietary nanotechnology in 2004 is expected to provide a
springboard for the next major design / manufacturing / perform-
ance revolution in batteries and related products. As the word
implies, “nano” unlocks the promise of smaller size, but just as
signif icant, it offers potential for enhanced product performance
and manufacturability. Additionally, nano applications are not
limited to batteries.
At the same time that WGT continues its legacy of signif icant
new product development and introductions, we look forward to
providing our customers with increased value through better
performance combined with lower cost. This winning strategy has
been advanced through construction of new, highly automated
P O W E R I N G T H E F U T U R E
manufacturing facilities both domestically as well as in Tijuana,
Mexico. These advanced facilities hold the promise of delivering
increased services and a high quality / high performance product
at a lower cost to the customer. This truly envisions our approach
to “powering the future”.
While we were seeing many innovations on the medical side, our
non-medical power solutions business, selling under
the
Electrochem brand, was an additional positive influence, with
performance that surpassed our projections going into 2004. This
segment provides batteries and battery packs to industries as
diverse as oil and natural gas resource development, seismic
survey, oceanography and specialized aerospace applications. We
will be expanding this business with rechargeable batter y
—
7
L E T T E R T O S H A R E H O L D E R S
technology and leveraging low cost battery pack assembly
capabilities using our Mexico facility.
Looking back, 2004 was a challenging year but at the same time
it proved to be a good year in regards to capitalizing on unique
opportunities and launching new products. As we further expand
our Six-Sigma “design for manufacture” program, and fully real-
ize the impact of our Oracle information system, we are conf ident
this new product pipeline will not only continue, but will also
become even more eff icient. Be conf ident that our management
teams and our associates are at work every day to assure we deliver
to the industry, and our investors, the excellent performance which
has def ined our company.
2
0
0
4
Direction, focus, capability and con-
f idence continue to drive us ahead.
The direction of our strategic plan
has not changed or faltered, our focus
on achieving our goals is clear and
resolute, our capabilities continue to be ref ined and expanded. We
have the conf idence to succeed, born of these initiatives, our
history and your continued trust. This history, in 2005, celebrates
its 35th anniversary. This milestone marks more than three
decades of advancement on all fronts – with a technology, relia-
bility and safety legacy unprecedented in our industry. This is our
contribution to powering the future.
Edward F. Voboril
Chairman, President and CEO
—
8
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For The Fiscal Year Ended December 31, 2004
Commission File Number 1-16137
WILSON GREATBATCH TECHNOLOGIES, INC.
(Exact name of Registrant as specif ied in its charter)
Delaware
(State of incorporation)
16-1531026
(I.R.S. employer identif ication no.)
9645 Wehrle Drive
Clarence, New York
14031
(Address of principal executive off ices)
(716) 759-5600
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class:
Name of Each Exchange on Which Registered:
Common Stock, Par Value $.001 Per Share
New York Stock Exchange
Preferred Stock Purchase Rights
New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the Registrant (1) has f iled all reports required to be f iled by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to f ile such reports), and (2) has been subject to such f iling requirements for the
past 90 days. [X]
Indicate by check mark if disclosure of delinquent f ilers pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the registrant’s knowledge, in def initive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the Registrant is an accelerated f iler (as def ined in Exchange Act Rule
12b-2). Yes [X] No [ ]
Aggregate market value of common stock of Wilson Greatbatch Technologies, Inc. held by nonaff iliates as
of July 2, 2004, based on the last sale price of $27.13, as reported on the New York Stock Exchange: $580.0
million. Solely for the purpose of this calculation, shares held by directors and off icers and 10 percent
shareholders of the Registrant have been excluded. Such exclusion should not be deemed a determination by
or an admission by the Registrant that these individuals are, in fact, aff iliates of the Registrant.
Shares of common stock outstanding on March 11, 2005: 21,564,618
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the company’s def initive Proxy Statement for its 2004 Annual Meeting of Stockholders are
incorporated by reference into Part III of this report.
—
9
PART I
ITEM 1.
BUSINESS
OVERVIEW
–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 offer techno-
logically advanced, highly reliable and long lasting
products for IMDs and enable our customers to
introduce IMDs that are progressively smaller,
longer lasting, more eff icient and more functional.
We also leverage our core competencies in technol-
ogy and manufacturing through our Electrochem
Power Solutions ("EPS") business to develop and
produce batteries and battery packs for commercial
applications that demand high performance and
reliability, including oil and gas exploration,
oceanog raphic equipment and aerospace. We
believe that our proprietary technology, close cus-
tomer relationships, multiple product offerings,
market leadership and dedication to quality provide
us with competitive advantages and create a barri-
er to entry for potential market entrants.
–We plan on expanding our business into value-
added assembly of products that incorporate com-
ponents. With this in mind, we designed and built a
state of the art manufacturing facility in Tijuana
Mexico, incorporating two class 100,000 clean
rooms, 90,000 square feet of manufacturing space,
engineering, metrology and quality laboratories,
and led by a management team with diverse med-
ical device and contract manufacturing back-
grounds. We will be starting operations in the 2nd
quarter of 2005.
–Our company was incorporated in 1997 and since
that time has completed the following acquisitions:
Acquisition date
Acquired company
Business at time of acquisition
July 10, 1997
Wilson Greatbatch Ltd.
Founded in 1970, the company designed and
("WGL")
manufactured batteries for IMDs and commercial
applications including oil and gas, aerospace, and
oceanographic.
August 7, 1998
Hittman Materials and
Founded in 1962, the company designed and manu-
Medical Components, Inc.
factured ceramic and glass feedthroughs and special-
("Hittman")
ized porous coatings for electrodes used in IMDs.
August 4, 2000
Battery Engineering, Inc.
Founded in 1983, the company designed and manu-
("BEI")
factured high-energy density batteries for industrial,
commercial, military and medical applications.
June 18, 2001
Sierra-KD Components
Founded in 1986, the company designed and manu-
division of Maxwell
factured ceramic electromagnetic f iltering capacitors
Technologies, Inc.
and integrated them with wire feedthroughs for use in
("Sierra")
IMDs. Sierra also designed and manufactured ceramic
capacitors for military, aerospace and commercial
applications.
July 9, 2002
Globe Tool and
Founded in 1954, the company designed and manu-
Manufacturing
Company, Inc.
("Globe")
factured precision enclosures used in IMDs and
commercial products used within the aerospace,
electronic, and automotive sectors.
March 16, 2004
NanoGram Devices
Founded in 1996, the company utilized their laser-
Corporation
("NanoGram")
based nanomaterials synthesis technology to develop
nanoscale materials for battery and medical device
applications.
—
1 0
SEGMENT INFORMATION
–Segment information including sales from exter-
nal customers, prof it or loss, and assets by segment
as well as sales from external customers and long-
lived assets by geographic area are incorporated by
reference
to Note 17 – Business Segment
Information of the Notes to Consolidated Financial
Statements.
IMPLANTABLE MEDICAL DEVICES
–An IMD is an instrument that is surgically insert-
ed into the body to provide diagnosis or therapy.
■ Advances in medical technology – new therapies
will allow physicians to use IMDs to treat a
wider range of heart diseases.
■ New, more sophisticated implantable devices –
device manufacturers are developing new CRM
devices and adding new features to existing
products.
■ New indications for CRM devices – the patient
groups that are eligible for CRM devices has
increased. Insurance guidelines may allow
device reimbursements for these expanding
One sector of the IMD market is cardiac rhythm
patient populations.
management ("CRM"), which is comprised of
devices such as implantable pacemakers, car-
dioverter def ibrillators ("ICDs"), cardiac resyn-
chronization therapy ("CRT") devices, and cardiac
resynchronization therapy with backup def ibrilla-
tion devices ("CRT-D").
–Another sector of the IMD market is neurostimu-
lation ("Neuro"), which is comprised of pacemak-
■ Expansion of Neurostimulator applications –
therapies expected to expand as new therapeutic
applications for pulse generators are identif ied.
■ An aging population – the number of people in
the United States that are over age 65 is expected
to double in the next 30 years.
■ New indications for other devices – there is an
er-type devices that stimulate various nerves for
increased use of recently developed IMDs.
the treatment of various conditions. Beyond pain
control, nerve stimulation for the treatment of
movement disabilities such as Parkinson’s disease,
epilepsy, migraines, obesity and depression has
shown promising results.
–The following table sets forth the main categories
of battery-powered IMDs and the principal illness
or symptom treated by each device:
Device
Principal Illness or Symptom
Pacemakers ............Abnormally slow heartbeat
(Bradycardia)
ICDs ......................Rapid and irregular heartbeat
(Tachycardia)
CRT/CRT-Ds ..........Congestive heart failure
Neurostimulators ....Chronic pain, movement
disabilities, epilepsy, obesity
or depression.
Left ventricular assist
devices (LVADs) .....Heart failure
Drug pumps ...........Diabetes or chronic pain
–CRM and Neuro markets are expected to experi-
ence double-digit growth for the next three to f ive
years. Increased demand is being driven by the
following factors:
■ New performance requirements – government
regulators are increasingly requiring that IMDs
be protected from EMI interference.
■ Global markets – increased market penetration
worldwide.
COMMERCIAL BATTERY INDUSTRY
–Commercial batteries are used in demanding
applications such as oil and gas exploration and
production, oceanographic, and aerospace. High
performance batteries and battery packs are used in
drilling tools, pipeline inspection systems, light-
ning detectors and seismic applications in the oil
and gas markets.
–High quality, reliable products that can deliver
increased performance in severe environments are
the drivers for demand in the commercial battery
industry. It is expected that applications in new
technologies used for reworking existing wells will
increase. Natural gas exploration is increasing at a
rapid pace as natural gas powered power plants
increase in number. Pipeline inspection gauge usage
is increasing due to new US legislation. Military
and aerospace trends show increasing demand for
reliable power sources, including rechargeable cells.
—
1 1
PRODUCTS
The following table provides information about our principal products:
IMPLANTABLE MEDICAL COMPONENTS:
The following implantable medical products are used in IMDs unless otherwise noted.
PRODUCT
Batteries
DESCRIPTION
Power sources include:
PRINCIPAL PRODUCT ATTRIBUTES
High reliability and predictability
• Lithium Iodine ("Li Iodine")
Long service life
• Lithium silver vanadium oxide ("Li SVO")
Customized conf iguration
• Lithium carbon monoflouride ("Li CFx")
Light weight
• Lithium ion rechargeable ("Li Ion")
Compact and less intrusive
• Lithium SVO/CFx ("Q HR" & "Q MR")
Capacitors
Storage for energy generated by a battery
Stores more energy per unit volume (energy
before delivery to the heart. Used in ICDs
density) than other existing technologies
and CRT-Ds.
Customized conf iguration
EMI Filters
Filters electromagnetic interference to limit
High reliability attenuation of EMI RF over
undesirable response, malfunctioning or
wide frequency ranges
degradation in the performance of electronic
Customized design
equipment
Feedthroughs
Allow electrical signals to be brought from
Ceramic to metal seal is substantially more
inside hermetically sealed IMD to an electrode
durable than traditional seals
Multifunctional
Coated electrodes
Deliver electric signal from the feedthrough
High quality coated surface
to a body part undergoing stimulation
Flexible in utilizing any combination of
biocompatible coating surfaces
Customized offering of surfaces and tips
Precision components
• Machined
High level of manufacturing precision
• Molded and over molded products
Broad manufacturing flexibility
Enclosures and
• Titanium
related components
• Stainless steel
Precision manufacturing, flexibility in
conf igurations and materials.
Value-add assemblies
Combination of multiple components in a
Leveraging products and capabilities to
single package/unit
provide subassemblies and assemblies
Provides synergies in component
technology and procurement systems
ELECTROCHEM POWER SOLUTIONS:
The following commercial products are used in oil and gas exploration, military and oceanographic equipment
PRODUCT
Batteries
DESCRIPTION
• Mid-rate
• Spiral (high rate)
PRINCIPAL PRODUCT ATTRIBUTES
Long-life dependability
High energy density
Battery packs
Bundling of commercial batteries in a
Increased power capabilities and ease of
customer specif ic conf iguration
integration into customer applications.
—
1 2
RESEARCH AND DEVELOPMENT
–Our position as a leading developer and manufac-
turer of components for IMDs and commercial
batteries is largely the result of our long history of
technological innovation. We invest substantial
resources in research, development and engineer-
ing. Our scientists, engineers and technicians focus
on improving existing products, expanding the use
of our products and developing new products. In
addition to our internal technology and product
development efforts, we at times engage outside
research institutions for special projects.
PATENTS AND PROPRIETARY
TECHNOLOGY
–We rely on a combination of patents, licenses,
trade secrets and know-how to establish and protect
our proprietary rights to our technologies and
products. As of December 31, 2004, we have 246
–In addition, we are also a party to several license
agreements with third parties pursuant to which we
have obtained, on varying terms, the exclusive or
non-exclusive rights to patents held by them. One
of these agreements is for the basic technology
used in our wet tantalum capacitors that we license
from Evans Capacitor Company. We have also
granted rights in our own patents to others under
license agreements.
–It is our policy to require our executive and
technical employees, consultants and other parties
to execute conf identiality ag reements. These
agreements prohibit disclosure of conf idential
information to third parties except in specif ied
circumstances. In the case of employees and
consultants, the agreements generally provide that
all conf idential
infor mation relating
to our
business is the exclusive property of our company.
active U.S. patents and 67 active foreign patents.
MANUFACTURING AND
We also have 129 U.S. and 329 foreign pending
patent applications at various stages of approval.
During the past three years, we have received 113
new U.S. patents, of which 43 were received in
2004. Corresponding foreign patents have been
issued or are expected to be issued in the near
future. Often, several patents covering various
aspects of the design protect a single product.
We believe this provides broad protection of the
inventions employed.
– Our active batter y patents relate to process
improvements and modif ications to the original
technology that was developed either by our
Company, or others.
– As par t of
purchased 5 patents and the license agreements for
the NanoGram acquisition, we
28 others. This gives us access to a proprietary
laser pyrolysis system for producing nano-sized
particles that will be used in our products and
manufacturing processes. In the near future, we
intend to incorporate nano-cathode materials into
selected models of our next generation implantable
power sources. We also expect this innovative tech-
nology to have broad applications to development
work across other product offerings including
capacitor materials and implantable coatings.
QUALITY CONTROL
–We primarily manufacture small lot sizes, as most
customer orders range from a few hundred to thou-
sands of units. As a result, our ability to remain
flexible is an important factor in maintaining high
levels of productivity. Each of our production teams
receives assistance from a manufacturing support
team, which typically consists of representatives
from our quality control, engineering, manufactur-
ing, materials and procurement departments.
– Our quality system is based upon an ISO
documentation system and is driven by a master
validation plan that requires rigorous testing and
validation of all new processes or process changes
that directly impact our products. All of our existing
manufacturing plants are ISO 9001-2000 regis-
tered, which requires compliance with regulations
regarding quality systems of product design
(where applicable), supplier control, manufacturing
processes and management review. This certif ica-
tion can only be achieved after completion of an
audit conducted by an independent authority. Our
existing manufacturing plants are audited by the
National Standards Authority of Ireland, an
independent auditing f irm and notif ied body that
specializes in evaluating quality standards. To
—
1 3
maintain certif ication, all facilities must be re-
Medical, and Medtronic collectively accounted for
examined routinely by our certifying body.
approximately 70% of our total sales. The nature
SALES AND MARKETING
–Products from our IMC business are sold directly
to our customers. In our EPS business, we utilize a
combination of direct and indirect sales methods,
depending on the particular product. In 2004,
approximately 65% of our products were sold in
the United States. Information regarding our sales
by geographic area is set forth at Note 17 of the
Notes to the Consolidated Financial Statements.
–The majority of our medical customers contract
with us to develop custom components and assem-
blies to f it their specif ic product specif ications.
As a result, we have established close working rela-
tionships between our internal program managers
and our customers. We market our products and
technologies at industry meetings and trade shows
domestically and internationally, including Heart
Rhythm Society’s Annual Scientif ic Sessions,
CardioStim, and
the American Society
for
Artif icial Internal Organs.
–Internal sales managers support all activity, and
involve engineers and technology professionals in
the sales process to address customer requests
appropriately.
–We sell our commercial batteries and battery
packs either directly to the end user, directly to
manufacturers that incorporate our products into
other devices for resale, or to distributors who sell
our products to manufacturers and end users. Our
sales managers are trained to assist our customers
in selecting appropriate battery chemistries and
conf igurations. We market our EPS products at
various technical trade meetings. We also place
print advertisements in relevant trade publications.
–Firm backlog orders at December 31, 2004 and
2003, were $89.5 million and $40.4 million,
respectively. Most of these orders are expected to
be shipped within one year.
CUSTOMERS
–Our medical customers include leading IMD
manufacturers such as Guidant, St. Jude Medical,
Medtronic, Biotronik, Cyberonics and the Sorin
Group ("Sorin / ELA"). In 2004, Guidant, St. Jude
—
1 4
and extent of our selling relationships with each
CRM customer are different in terms of breadth of
component products purchased, purchased product
volumes, length of contractual commitment, ordering
patterns, inventory management and selling prices.
–Our EPS customers are primarily companies
involved in oil and gas exploration, militar y,
oceanography and aerospace, including Halliburton,
Computalog, PII and Pathf inder.
–We have entered into a supply agreement with
Guidant pursuant to which Guidant purchases bat-
teries from us for use in its IMDs. The agreement
secures pricing and volumes for Li Iodine batteries,
and establishes pricing at def ined volume levels for
Li SVO and CFx batteries. A contract amendment
effective August 16, 2004 adds Q HR Frontier Cell
pricing to the original agreement. The contract
period for the agreement is April 1, 2003 to
December 31, 2006 and can be renewed for addi-
tional one-year periods upon mutual agreement.
–We entered into an agreement with Guidant
during December 2004 pursuant to which Guidant
will purchase a minimum quantity of wet tantalum
capacitors at prices specif ied in the agreement
during 2005. The period of the agreement is
January 1, 2005 to December 31, 2005.
–We have entered into a supply agreement with St.
Jude Medical pursuant to which St. Jude Medical
purchases batteries, wet tantalum capacitors, f il-
tered feedthroughs, molded components and enclo-
sures under specif ied price and volume terms. A
contract amendment effective January 1, 2005
extended the contract term to December 31, 2008
and added Q HR high rate, Q MR medium rate, and
Nano battery technologies to the Agreement.
–We have entered into a supply agreement with
Medtronic pursuant to which Medtronic will pur-
chase implantable device shield sub-assemblies and
other products under specif ied price and volume
terms. The contract term is seven years, commenc-
ing August 2, 2004 and ending August 2, 2011.
SUPPLIERS AND RAW MATERIALS
–We purchase certain critical raw materials from a
limited number of suppliers due to the technically
challenging requirements of the supplied product
and/or the lengthy process required to qualify these
materials with our customers. We cannot quickly
GOVERNMENT REGULATION
–Except as described below, our business is not
subject to direct governmental regulation other
establish additional or replacement suppliers for
than the laws and regulations generally applicable
these materials because of these requirements. In
to businesses in the jurisdictions in which we
the past, we have not experienced any signif icant
operate. We are subject to federal, state and local
interruptions or delays in obtaining these raw
environmental laws and regulations governing the
materials. We maintain minimum safety stock
emission, discharge, use, storage and disposal of
levels of critical raw materials.
–For other raw material purchases, we utilize
competitive pricing methods to secure supply such
hazardous materials and the remediation of con-
tamination associated with the release of these
materials at our facilities and at off-site disposal
as bulk purchases, precious metal pool buys,
locations. Manufacturing and research, development
blanket orders, and long term contracts. We believe
and engineering activities involve the controlled
that there are alternative suppliers or substitute
use of, and our products contain, small amounts of
products available for each of the materials we
hazardous materials. Liabilities associated with
purchase at competitive prices.
hazardous material releases arise principally under
COMPETITION
–Our existing or potential competitors in our IMC
business includes leading IMD manufacturers,
such as Guidant, St. Jude Medical, Medtronic,
Sorin/ELA and Biotronik which currently have ver-
tically integrated operations and may expand their
ver tical
integ ration capability
in
the future.
Competitors also include independent suppliers
who typically specialize in one type of component.
–Our known non-vertically integrated competitors
include the following:
Product Line
Medical batteries
Capacitors
Feedthroughs
EMI f iltering
Enclosures
Competitors
Litronik (a subsidiary of Biotronik)
Eagle-Picher
Quallion
Critical Medical Components
Alberox (subsidiary of The Morgan
Crucible Co. PLC)
AVX (subsidiary of Kyocera)
Eurofarad
Heraeus
Hudson
National Manufacturing
Commercial
batteries/battery packs
Eagle-Picher
Engineered Power
Saft
Tadiran
Tracer Technologies
Ultralife
Machined and molded
components
Numerous
Value Added Assembly Numerous
the Comprehensive Environmental Response,
Compensation and Liability Act and analogous
state laws which impose strict, joint and several
liability on owners and operators of contaminated
facilities and parties that arrange for the off-site
disposal of hazardous materials. We are not aware
of any material noncompliance with the environ-
mental laws currently applicable to our business
and we are not subject to any material claim for lia-
bility with respect to contamination at any compa-
ny facility or any off-site location. We cannot
assure you, however, that we will not be subject to
such environmental liabilities in the future as a
result of historic or current operations.
– As a component manufacturer, our medical
products are not subject to regulation by the Food
and Drug Administration ("FDA"). However, the
FDA and related state and foreign governmental
agencies regulate many of our customers’ products
as medical devices. In many cases, the FDA must
approve those products prior to commercialization.
We believe that our existing medical manufacturing
plants comply with current Good Manufacturing
Practices ("cGMP") as applicable.
–We have f ive Master Files on record with the
FDA. Master Files may be used to provide conf i-
dential detailed
infor mation about facilities,
processes, or articles used in the manufacturing,
processing, packaging, and storing of one or more
medical device components. These submissions
—
1 5
may be used by device manufacturers to support
General and administrative ..............................92
the premarket notif ication process required by
Engineering .....................................................82
Section 510(k) of the Federal Food Dr ug &
Sales and marketing .........................................16
Cosmetic Act. This notif ication process is neces-
Total ............................................................1,225
sary to obtain clearance from the FDA to market a
device for human use in the United States.
RECRUITING AND TRAINING
–We invest substantial resources in our recruiting
efforts that focus on supplying quality personnel to
–We also employ a number of temporary employ-
ees to assist us with various projects and service
functions and address peaks in staff requirements.
Our employees are not represented by any union.
We believe that we have a good relationship with
support our business objectives. We have estab-
our employees.
lished a number of programs that are designed to
challenge and motivate our employees. All staff is
encouraged to be proactive in contributing ideas.
Feedback surveys are used to collect suggestions
on ways that our business and operations can be
improved. We fur ther meet our hiring needs
through outside sources as required.
–We provide an intensive training program for our
new employees that is designed to educate them on
safety, quality, business strategy, corporate culture,
and the methodologies and technical competencies
that are required for our business. Our safety
training programs focus on such areas as basic
industrial safety practices and emergency response
procedures to deal with any potential f ires or
chemical spills. All of our employees are required
to participate in a twenty hour specialized training
program that is designed to provide an understand-
ing of our quality objectives. Supporting our life-
long learning environment, we offer our employees
a tuition reimbursement program and encourage
them to continue their education at accredited
colleges and universities. Many of our profession-
als attend seminars on topics that are related to our
corporate objectives and strategies. We believe that
comprehensive training is necessary to ensure that
our employees have state of the art skills, utilize
best practices, and have a common understanding
of work practices.
EMPLOYEES
–The following table provides a breakdown of
employees by primary function as of December 31,
AVAILABLE INFORMATION
–The Company makes available free of charge on
or through its internet website its annual report on
For m 10-K, quar terly repor ts on For m 10-Q,
current reports on Form 8-K and amendments to
those reports f iled or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of
1934 as soon as reasonably practicable after it elec-
tronically f iles such material with, or furnishes it
to, the Securities and Exchange Commission. Our
Inter net address is http://www.g reatbatch.com.
The information contained on the Company’s web-
site is not incorporated by reference in this annual
report on Form 10-K and should not be considered
a part of this report.
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
statements made from time to time by us and our
representatives, are not statements of historical or
current fact. As such, they are "forward-looking
statements" within the meaning of Section 27A of
the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of
1934, as amended. We have based these forward-
looking statements on our current expectations,
which are subject to known and unknown risks,
uncertainties and assumptions. They include state-
ments relating to:
future sales, expenses and prof itability;
2004:
the future development and expected growth of
Manufacturing ...............................................919
our business and the IMD industry;
Research and development .............................116
our ability to execute our business model and our
—
1 6
business strategy;
■
■
■
our ability to identify trends within the IMD,
results to differ from the results expressed or
medical component, and commercial power
implied by our forward-looking statements or that
source industries and to offer products and servic-
may affect our future results, some of these factors
es that meet the changing needs of those markets;
include the following: dependence upon a limited
projected capital expenditures; and
trends in government regulation.
–You can identify forward-looking statements by
ter minology such as "may," "will," "should,"
number of customers, product obsolescence,
inability to market current or future products, pric-
ing pressure from customers, reliance on third
party suppliers for raw materials, products and
subcomponents, fluctuating operating results,
"could," "expects," "intends," "plans," "antici-
inability
to maintain high quality standards
pates," "believes," "estimates," "predicts," "poten-
for our products, challenges to our intellectual
tial" or "continue" or the negative of these terms or
property rights, product liability claims, inability
other comparable terminology. These statements
to successfully consummate and integrate acquisi-
are only predictions. Actual events or results may
tions, unsuccessful expansion into new markets,
differ materially from those suggested by these for-
competition, inability to obtain licenses to key
ward-looking statements. In evaluating these state-
technology, regulatory changes or consolidation in
ments and our prospects generally, you should
the healthcare industry, and other risks and uncer-
carefully consider the factors set forth below. All
tainties that arise from time to time and are
forward-looking statements attributable to us or
described in the Company's periodic f ilings with
persons acting on our behalf are expressly quali-
the Securities and Exchange Commission and in
f ied in their entirety by these cautionary factors
Exhibit 99.1 to this f iling.
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 compre-
hensive list of all factors that may cause actual
ITEM 2.
PROPERTIES
–Our executive off ices are located in Clarence,
New York.
–The following table sets forth information about all
of our signif icant facilities as of December 31, 2004:
Location
Alden, NY
Amherst, NY
Clarence, NY
Clarence, NY
Clarence, NY
Clarence, NY
Cheektowaga, NY
Canton, MA
Columbia, MD
Carson City, NV
Minneapolis, MN
Sq. Ft.
125,000
81,650
82,766
20,800
18,550
45,306
35,509
32,000
30,000
23,840
72,000
Tijuana, Mexico
144,000
Own/Lease
Principal Use
Own
Own
Own
Own
Lease
Lease
Lease
Own
Lease
Own
Own
Lease
Future medical battery and capacitor manufacturing
Available for sale
Medical battery manufacturing and research,
development and engineering (“RD&E”)
Machining and assembly of components
Machining and assembly of components
Executive off ices and warehouse
Capacitor manufacturing and RD&E
Commercial battery manufacturing and RD&E
Feedthrough and electrode manufacturing and RD&E
EMI f iltering manufacturing and RD&E
Enclosure manufacturing and engineering
Future value-add assembly
We believe these facilities are suitable and adequate for our current business.
—
1 7
■
■
■
ITEM 3.
LEGAL PROCEEDINGS
“GB.” The following table sets forth, for the
–We are involved in various legal actions arising in
the normal course of business. While we do not
believe that the ultimate resolution of any such
periods indicated, the high and low closing prices
per share for the common stock as reported on the
NYSE Composite Tape.
pending activities will have a material adverse
2003
effect on our consolidated results of operations,
First Quarter
f inancial position, or cash flows, litigation is
Second Quarter
subject to inherent uncertainties. If an unfavorable
Third Quarter
ruling were to occur, there exists the possibility of
Fourth Quarter
a material adverse impact in the period in which
the ruling occurs.
–During 2002, a former non-medical customer
commenced an action alleging that the Company
had used proprietary information of the customer
to develop certain products. We have meritorious
defenses and are vigorously defending the case.
No accrual for an adverse judgment has been made
as such outcome is not deemed probable, the poten-
tial range of loss is between $0.0 and $1.7 million.
ITEM 4.
SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS
–None.
ITEM 5. MARKET FOR REGISTRANT’S
COMMON EQUITY, RELATED
SHAREHOLDER MATTERS AND
High
$29.77
37.25
40.30
43.05
$45.15
37.42
27.10
22.94
Low
$23.50
26.55
35.37
35.60
$34.60
23.10
14.41
15.30
2004
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
–As of March 9, 2004 there were 239 record hold-
ers of the Company’s common stock. The Company
Stock account included in our 401(k) Plan is con-
sidered one record holder for the purposes of this
calculation. There are approximately 1,600 holders
of Company stock in the 401(k) including active
and former employees.
–We have not paid cash dividends and currently
intend to retain any earnings to further develop and
grow our business.
–The following table summarizes the information
required by Item 703 of Regulation S-K for purchas-
ISSUER PURCHASES OF EQUITY
es of the Company’s equity securities by the
SECURITIES.
–The Company’s common stock trades on the New
York Stock Exchange (“NYSE”) under the symbol
Company or any aff iliated purchasers, as def ined in
Rule 10b-18(a)(3) under the Securities Exchange
Act, during the Company’s fourth quarter:
(a) Total number of
(d) Maximum number
(c) Total number of
(or approximate value)
shares (or units)
of shares (or units) that
purchased as part of
may yet be purchased
Period
purchased
per share (or unit)
plans or programs
programs
shares (or units)
(b) Average price paid
publicly announced
under the plans or
November 2004
4,679 1
$ 20.39
N/A
N/A
1Includes 4,679 shares of Common Stock withheld from employees for payment of taxes due upon the vesting of restricted stock.
—
1 8
ITEM 6.
SELECTED CONSOLIDATED
Financial Condition and Results of Operations,”
FINANCIAL DATA
and with our consolidated f inancial statements and
–The following table provides selected f inancial
data of our Company for the periods indicated. You
should read the selected consolidated f inancial
data set forth below in conjunction with Item 7,
“Management’s Discussion and Analysis of
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 f inancial
statements and related notes.
Years ended
2004 (4)
2003
2002 (3)
2001 (2)(6)
2000 (1)(6)
(in thousands, except per share data)
December 31, (5)
Consolidated Statement of
Operations Data:
Sales
$ 200,119
$ 216,365
$ 167,296
$ 135,575
$ 97,790
Income (loss)
before income taxes
Income (loss) per share
Basic
Diluted
Consolidated Balance Sheet Data:
$ 23,732
$ 33,316
$ 20,965
$ 13,778
$
(876 )
$ 0.76
$ 0.75 (7)
$ 1.10
$ 1.05 (7)
$ 0.69
$ 0.68
$ 0.44
$ 0.43
$ (0.04 )
$ (0.04 )
Working capital
$ 134,399
$ 170,455
$ 40,204
$ 61,596
$ 15,079
Total assets
$ 479,938
$ 438,243
$ 312,251
$ 283,520
$ 181,647
Long-term obligations
$ 195,681
$ 178,994
$ 77,040
$ 61,397
$ 30,951
(1)
In August 2000, we acquired the capital stock of 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 Sierra. These amounts include the results of operations of
Sierra subsequent to its acquisition.
(3)
In July 2002, we acquired the capital stock of Globe. These amounts include the results of operations of Globe subsequent to its
acquisition.
(4)
In March 2004, we acquired the capital stock of NanoGram. These amounts include the results of operations of NanoGram
subsequent to its acquisition.
(5) The Company’s f iscal 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.
(6) 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 f iscal year 2003. Under SFAS No. 145, we are no longer
allowed to classify debt extinguishments as extraordinary items in our consolidated f inancial statements, subject to limited
exceptions. Accordingly, amounts previously classif ied as extraordinary related to debt extinguishments in f iscal 2001and 2000 have
been reclassif ied as components of income (loss) before income taxes.
(7) We adopted Emerging Issues Task Force (EITF) Issue 04-08, The Effect of Contingently Convertible Instruments on Diluted Earnings
Per Share, in the fourth quarter of 2004. Under EITF 04-08, we must include the effect of the conversion of our convertible
subordinated notes in the calculation of diluted earnings per share using the if-converted method as long as the effect is dilutive. The
impact on the full year 2003 was a $0.03 reduction in earnings per share from $1.08 to $1.05. There was no impact on the full year
2004. Diluted earnings per share for 2003 are restated to reflect the adoption of EITF 04-08.
—
1 9
ITEM 7.
MANAGEMENT’S DISCUSSION
applications that demand high performance and
AND ANALYSIS OF FINANCIAL
reliability, including oil and gas exploration,
CONDITION AND RESULTS
OF OPERATIONS
YOU SHOULD READ THE FOLLOWING DIS-
CUSSION AND ANALYSIS OF OUR FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
IN CONJUNCTION WITH OUR FINANCIAL
STATEMENTS AND RELATED NOTES INCLUD-
ED ELSEWHERE IN THIS REPORT.
INDEX
Our Business
■ Our business
■ Our customers
■ Our CEO’s view
Our Critical Accounting Estimates
Inventories
■ Goodwill and other indef inite lived assets
■ Long-lived assets
■ Provision for income taxes
Our Financial Results
■ Results of operations table
■ Fiscal 2004 compared to 2003
■ Fiscal 2003 compared to 2002
■ Liquidity and capital resources
■ Off-balance sheet arrangements
■ Contractual obligations
Inflation
Impact of recently issued accounting standards
■ Subsequent events
OUR BUSINESS
–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 offer techno-
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 def ibrillators
(“ICDs”) and cardiac resynchronization therapy
with backup def ibrillation 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 feedthroughs, and certain CRM devices utilize
electromagnetic interference (“EMI”) f iltering
technology.
OUR CUSTOMERS
–Our products are designed to provide reliable,
long lasting solutions that meet the evolving
requirements and needs of our customers and the
end users of their products. Our medical customers
include
leading IMD manufacturers such as
Guidant, St. Jude Medical, Medtronic, Biotronik,
Cyberonics and the Sorin Group. A substantial part
of our business is conducted with a limited number
of customers. In 2004, Guidant, St. Jude Medical,
and Medtronic collectively accounted for approxi-
mately 70% of our total sales. The nature and
extent of our selling relationships with each CRM
customer are different in terms of breadth of
component products purchased, purchased product
volumes, length of contractual commitment, order-
ing patterns, inventory management and selling
prices. Our EPS customers are primarily companies
involved in oil and gas exploration, militar y,
oceanography and aerospace.
–We have entered into long-term supply agree-
ments with some of our customers. For each of our
logically advanced, highly reliable and long lasting
products, we recognize revenue when the products
products for IMDs and enable our customers to
are shipped and title passes.
introduce IMDs that are progressively smaller,
longer lasting, more eff icient and more functional.
We also leverage our core competencies in technol-
ogy and manufacturing through our Electrochem
Power Solutions (“EPS”) business to develop and
produce batteries and battery packs for commercial
—
2 0
OUR CEO’S VIEW
–At the end of 2003 and the beginning of 2004, we
gathered the relevant data and information on
which to base our business forecast. Much of what
constitutes the bulk of the forecasting process
■
■
■
relates to communications with customers as well
to Six-Sigma criteria (“Six Sigma” is a Motorola
as our knowledge of historic and current industry
trademark), will speed the new product develop-
trends. The forecasting process is inexact with
ment process and add signif icant eff iciencies to
some signif icant factors either unknown to us or
mature product production. Six Sigma is a quality
out of our control. This was certainly the case in
methodology for eliminating defects
in any
2004 when the decision and sudden actions of a
process. The fundamental objective of the Six
signif icant customer adversely affected our sales
Sigma methodology is the implementation of a
and our earnings. While a few isolated incidents
measurement-based strategy
that
focuses on
did affect the 2004 results, it is also true that there
process improvement and variation reduction.
were other more systemic contributing factors.
Along with these initiatives, we are excited to be
Concentration of risk, with relatively few customers
commissioning two new manufacturing facilities
serving vertical markets, increased competition
that will provide enhanced capability for cost
and price pressures all played a role and these fac-
reduction. As part of our continuing efforts to
tors are expected to continue into the future. This
improve our cost structure and manufacturing eff i-
overview will detail our reactions to all of these
ciencies, we will be undertaking two consolidation
influences and provide a summary of how we are
efforts in 2005. The f irst will be the consolidation
addressing each one of these contributing factors.
of our capacitor and medical battery manufacturing
Concentration of Risk – We will be launching
new products in 2005, and will also be providing
important new services to expand our business
with existing customers. We are also nurturing
opportunities to work with new customers on
development programs for components for totally
new interventional cardiac rhythm therapies.
Increased Competition – We have been the premier
supplier of CRM device power in the form of
batteries and capacitors. We have expanded that
business to also include components that make up
the vast majority of those found in a typical
pacemaker and def ibrillator. Device feedthrough
components, EMI f ilters, hybrid molded header
assemblies and enclosures are all part of our prod-
uct line. Our cur rent product portfolio offers
leading technology in power sources and tantalum
capacitors, and provides the oppor tunity for
“bundling” these products with our new assembly
capabilities to provide “single source solutions.”
Price Pressures - Technology leadership in a
vacuum will not ensure success. Technology, no
matter how advanced, must be priced to present the
best value package to the customer. To that end we
continue to implement sweeping changes in our
facilities and processes. The execution of our Pre-
Production Quality Assurance process (“PPQA”),
operations into our newly constructed advanced
power source manufacturing facility in Alden, NY.
Also, we will be consolidating the work conducted
at our Carson City, NV plant into the newly
constructed Tijuana, Mexico value-add assembly
facility. We believe we will then be well positioned
to offer “best value” pricing to the market.
Foundation for the Future - It is important to rec-
ognize that these processes and initiatives were
started over the past few years as part of our broad-
er strategic plan. They are the drivers at the very
core of our strategy, which is to be the supplier of
the highest quality, most technologically advanced
and cost effective solutions for the industries we
serve. This will certainly raise the expectations of
a vital and growing industry and at the same time
raise the bar for our competition.
–In the near term however, in reaction to the unex-
pected reduction in sales during 2004, we began
the diff icult process of reducing our workforce to
align our costs with our anticipated revenue for the
year. It is vital to understand that this realignment
was totally motivated and implemented after
careful consideration on how to best achieve our
already established near and long-term strategic
goals. The flip side to the disappointing news is
conf irmation that the vast majority of our customers
not only met, but actually exceeded our internal
with def ined stage gates driven by strict adherence
projections for sales growth in 2004.
—
2 1
–In 2004 (and continuing into 2005), we witnessed
an unprecedented flow of new products through the
pipeline. One near term catalyst for growth is the
introduction of our Q-Series medical batteries.
Initially they will be available in two conf igurations
– QHR (High Rate) and QMR (Medium Rate).
These batteries hold the promise of unparalleled
performance in a wide range of implantable device
and neurostimulation applications and allow our
customers to incorporate advanced power-hungry
more “milestone products” ser ving the CRM
device market. The investment WGT made in
acquiring proprietar y nanotechnology in 2004
is expected to provide a springboard for the
next major design/manufacturing/perfor mance
revolution in batteries and related products. As the
word implies, “nano” unlocks the promise of
smaller size, but just as signif icant it offers
potential for enhanced product performance and
manufacturability. Additionally, nano applications
features into these devices. While companies typi-
are not limited to batteries.
cally announce new products that have modest
improvements in form and/or function regularly,
the Q-Series f irmly establishes a new industry
standard. It delivers advanced performance criteria
to an industry that historically embraces new
products. We believe the Q-Series will represent a
major breakthrough by combining a smaller size
with greater energy density (more power).
– New products, as well as enhancements to
existing products, were a big part of our story in
2004, and will continue to gain momentum and
have positive impact in 2005 and beyond. In
addition, 2004 was witness to still another water-
shed event that marks a unique achievement in
our corporate history. In 2004 we entered into an
agreement with Medtronic to provide device sub-
assembly services. It allows us to add value beyond
our traditional role as a provider of discrete com-
ponents, while providing opportunities for cross-
selling and “bundling” products and services. While
at present we are working with Medtronic in this
arena and are focused on CRM and neurostimulator
assemblies, we feel conf ident in and are aggres-
sively pursuing our options for similar agreements
with other customers and products.
–Our work with nanotechnology driven products
demonstrates real potential for generating still
Our Critical Accounting Estimates
– The preparation of f inancial statements
accordance with generally accepted accounting
in
principles in the United States (“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 signif icant
impact on the results we report in our f inancial
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, f inancial 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 def inition of critical
accounting estimates, because they do not general-
ly require us to make estimates or judgments that
are diff icult or subjective.
—
2 2
■
Balance Sheet Caption/Nature
of Critical Estimate Item
Inventories
Inventories are stated at the
lower of cost, determined using
the f irst-in, f irst-out method, or
market.
Goodwill and other indef inite
lived assets
Goodwill is initially recorded
when the purchase price paid for
an acquisition exceeds the esti-
mated fair value of the net identi-
f ied tangible and intangible assets
acquired. Other indef inite lived
assets such as trademark & names
are considered unamortizing
intangible assets as they are
expected to generate cash flows
indef initely. These assets are sub-
ject to the estimation risks related
to the purchase price allocation
conducted at acquisition.
Long-lived assets
Property, plant and equipment,
def inite-lived intangible assets,
and other long-lived assets are
carried at cost. This cost is
charged to depreciation or amorti-
zation expense over the estimated
life of the operating assets prima-
rily using straight-line rates.
Long-lived assets acquired
through acquisition are subject to
the estimation risks related to the
initial purchase price allocation.
Assumptions/Approach Used
Inventory standard costing requires complex
calculations that include assumptions for
overhead absorption, scrap and sample
calculations, manufacturing yield estimates
and the determination of which costs are
capitalizable. The valuation of inventory
requires us to estimate obsolete or excess
inventory as well as inventory that is not of
saleable quality.
We perform an annual review, or more fre-
quently if indicators of potential impairment
exist, to determine if the recorded goodwill
and other indef inite lived assets are impaired.
We assess these assets for impairment by
comparing the fair value of the reporting
units to their carrying value 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 good-
will are determined based on discounted cash
flows, market multiples or appraised values
as appropriate.
We assess the impairment of long-lived assets
when events or changes in circumstances
indicate that the carrying value of the assets
may not be recoverable. Factors that we
consider in deciding when to perform an
impairment review include signif icant under-
performance of a business or product line in
relation to expectations, signif icant negative
industry or economic trends, and signif icant
changes or planned changes in our use of the
assets. Recoverability potential is measured
by comparing the carrying amount of the asset
to the related total future undiscounted cash
flows. If an asset’s carrying value is not
recoverable through related cash flows, the
asset is considered to be impaired. Impairment
is measured by comparing the asset’s carry-
ing amount to its fair value, based on the
best information available, including market
prices or discounted cash flow analysis. When
it is determined that useful lives of assets are
shorter than originally estimated, and there are
suff icient cash flows to support the carrying
value of the assets, we accelerate the rate of
depreciation in order to fully depreciate the
assets over their new shorter useful lives.
Effect of Variations on Key
Assumptions Used
Variations in methods could have a
material impact on the results. If
our demand forecast for specif ic
products is greater than actual
demand and we fail to reduce
manufacturing output accordingly,
we could be required to record
additional inventory reserves,
which would have a negative
impact on our gross margins.
We make certain estimates and
assumptions that affect the deter-
mination of the expected future
cash flows from our goodwill and
indef inite lived assets. These
estimates and assumptions include
sales growth projections, cost of
capital projections, and other key
indications of future cash flows.
Signif icant changes in these
estimates and assumptions could
create future impairment losses in
either reporting unit.
Estimation of the useful lives of
assets that are long-lived requires
signif icant management judgment.
Events could occur, including
changes in cash flow that would
materially affect our estimates and
assumptions related to depreciation.
Unforeseen changes in operations
or technology could substantially
alter the assumptions regarding the
ability to realize the return of our
investment in operating assets and
therefore the amount of deprecia-
tion expense to charge against both
current and future sales. Also, as
we make manufacturing process
conversions and other factory
planning decisions, we must make
subjective judgments regarding the
remaining useful lives of assets,
primarily manufacturing equipment
and building improvements.
—
2 3
Effect of Variations on Key
Assumptions Used
Changes could occur that would
materially affect our estimates and
assumptions regarding deferred
taxes. Changes in current tax laws
and tax rates could affect the
valuation of deferred tax assets and
liabilities, thereby changing the
income tax provision. Also, signif i-
cant declines in taxable income
could materially impact the
realizable value of deferred tax
assets. At December 31, 2004 we
had $3.6 million of deferred tax
assets on our balance sheet. A 1%
increase in the effective tax rate
would increase the current year
provision by $237,000, reducing
fully diluted earnings per share by
$0.01 based on shares outstanding
at December 31, 2004.
Balance Sheet Caption/Nature
of Critical Estimate Item
Provision for Income Taxes
In accordance with the liability
method of accounting for income
taxes specif ied in Statement of
Financial Accounting Standards
No. 109, Accounting for Income
Taxes, the provision for income
taxes is the sum of income taxes
both currently payable and
deferred. The changes in deferred
tax assets and liabilities are
determined based upon the
changes in differences between
the basis of assets and liabilities
for f inancial reporting purposes
and the basis of assets and
liabilities as measured by the
enacted tax rates that manage-
ment estimates will be in effect
when the differences reverse.
Assumptions/Approach Used
In relation to recording the provision for
income taxes, management must estimate the
future tax rates applicable to the reversal of
tax differences, make certain assumptions
regarding whether tax differences are
permanent or temporary and the related time
of expected reversal. Also, estimates are
made as to whether taxable operating income
in future periods will be suff icient to fully
recognize any gross deferred tax assets. If
recovery is not likely, we must increase our
provision for taxes by recording a valuation
allowance against the deferred tax assets that
we estimate will not ultimately be recover-
able. Alternatively, we may make estimates
about the potential usage of deferred tax
assets that decrease our valuation allowances.
As of December 31, 2004, the Company has
recorded a valuation allowance of $2.7
million against potential non-utilizable
deferred tax assets.
In addition, the calculation of our tax
liabilities involves dealing with uncertainties
in the application of complex tax regulations.
We recognize liabilities for anticipated tax
audit issues in the U.S. and other tax juris-
dictions based on our estimate of whether,
and the extent to which, additional taxes will
be due. If we ultimately determine that
payment of these amounts is unnecessary, we
reverse the liability and recognize a tax
benef it 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 determine that the recorded tax liability
is less than we expect the ultimate assessment
to be.
—
2 4
Our Financial Results
RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
–The commentary that follows should be read in
f inancial
conjunction with our consolidated
statements and related notes.
–We utilize a f ifty-two, f ifty-three week f iscal
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.
RESULTS OF OPERATIONS
Year ended December 31,
2004-2003
$
%
2003-2002
$
%
In thousands, except per share data
2004
2003
2002
Change Change
Change Change
IMC
ICD batteries
Pacemaker and other batteries
ICD capacitors
Feedthroughs
Enclosures
Other
Total IMC
EPS
Total sales
Cost of sales
Gross prof it
Gross Margin
$ 35,646
$ 41,494
$ 28,518
$ (5,848 )
19,494
21,981
47,387
21,709
26,438
24,578
31,668
48,257
24,742
19,482
21,692
24,679
36,378
10,845
19,789
(5,084 )
(9,687 )
(870 )
6,956
172,655
190,221
141,901
(17,566 )
27,464
200,119
119,397
80,722
40.3%
26,144
216,365
126,537
89,828
41.5%
25,395
1,320
167,296
(16,246 )
96,398
70,898
42.4%
(7,140 )
(9,106 )
-10%
-14%
-21%
-31%
-2%
$ 12,976
2,886
6,989
11,879
46%
13%
28%
33%
36%
-9%
5%
-8%
-6%
(307 )
48,320
749
49,069
30,139
18,930
-2%
34%
3%
29%
31%
27%
-1.2%
-0.9%
(3,033 )
-12%
13,897
128%
Selling, general, and administrative
expenses (“SG&A”)
SG&A as a % of sales
26,719
13.4%
30,384
14.0%
24,369
14.6%
(3,665 )
-12%
6,015
25%
-0.7%
-0.5%
Research, development and engineering
cost, net (“RD&E”)
RD&E as a % of sales
Intangible amortization
Other operating expense
Operating income
Operating margin
Interest expense
Interest income
Other (income) expense, net
Provision for income taxes
Effective tax rate
18,476
9.2%
4,002
4,585
26,940
13.5%
4,535
(1,235 )
(92 )
7,475
31.5%
16,991
7.9%
3,217
1,036
38,200
17.7%
4,101
(702 )
1,485
10,028
30.1%
14,440
8.6%
3,702
2,481
25,906
15.5%
3,752
(442 )
1,631
6,604
31.5%
1,485
9%
1.4%
2,551
18%
-0.8%
785
24%
(485 )
-13%
3,549
343%
(1,445 )
-58%
(11,260 )
-29%
12,294
-4.2%
434
(533 )
11%
76%
(1,577 )
-106%
(2,553 )
-25%
1.4%
349
(260 )
(146 )
3,424
47%
2.2%
9%
59%
-9%
52%
-1.4%
62%
2.2%
Net income
Net margin
$ 16,257
$ 23,288
$ 14,361
$ (7,031 )
-30%
$ 8,927
8.1%
10.8%
8.6%
-2.6%
Diluted earnings per share
$
0.75
$
1.05
$
0.68
$ (0.30 )
-29%
$
0.37
54%
—
2 5
FISCAL 2004 COMPARED WITH FISCAL 2003
c. Savings instituted during the year: (180) basis
Sales
– IMC. The nature and extent of our selling
relationship with each CRM customer is different
in terms of component products purchased, selling
points, primarily scrap reductions.
SG&A expenses
–The realignment of management resources resulted
in a $3.4 million reduction in allocated costs to
prices, product volumes, ordering patterns and
SG&A. Expenses also decreased as a result of cost
inventory management. We have pricing arrange-
savings initiatives instituted mid-year including
ments with our customers that many times do not
incentive compensation reductions of approximately
specify minimum order quantities. Our visibility to
$1.0 million. These savings were partially offset by
customer ordering patterns is over a relatively
costs of approximately $1.0 million associated
short period of time. Our customers may have
with Sarbanes-Oxley compliance. The remaining
inventor y management prog rams and alter nate
$0.3 million of expenses were comprised of
supply arrangements of which we are unaware.
individually insignif icant items.
Additionally, the relative market share among the
CRM device manufacturers changes periodically.
Consequently, these and other factors can signif i-
cantly impact our sales in any given period.
–Volume accounted for approximately 7% of the
9% decrease in IMC sales, primarily due to lower
demand by a major customer for wet tantalum
capacitors. Total sales to this customer declined by
$27.0 million in comparison to 2003. Sales to other
customers increased by 11% over 2003. The balance
of the decrease (2%) was attributable to lower
selling prices. We believe that pricing pressures
will continue into the near future. The decrease in
volume of batteries and capacitors was partially
offset by increased volume of other IMC products,
primarily coated components. The overall markets
for CRM and Neuro are expected to experience
double-digit growth for the next three to f ive years.
–EPS. Similar to IMC customers, we have pricing
arrangements with our customers that many times
do not specify minimum quantities. Our visibility
to customer ordering patterns is over a relatively
short period of time. The 5% increase in EPS sales
is due to volume, resulting from increased demand
in the oil and gas market both domestically and
internationally.
Gross prof it
–The 120 basis point decrease in gross margin was
primarily due to the following factors:
a. Lower IMC selling prices: 200 basis points; and
b. Increased period costs resulting from excess
capacity at our wet tantalum capacitor
manufacturing plant: 100 basis points.
—
2 6
RD&E expenses
–Expenses prior to reimbursements increased by
$4.4 million. The main causes of this increase
include additional costs related to the Chief
Technology Off icer position ($.9 million), additional
development project expenses ($1.3 million) and
the balance was primarily due to the acquisition of
NanoGram in March 2004. These costs were offset
by an increase in development efforts for projects
where the company is reimbursed for achieving
certain development milestones. The increase in
reimbursements amounted to approximately $3.0
million. We expect to maintain our spending
on RD&E at a level that will support the new
technologies demanded by the customers we serve.
Amortization expense
–The increase primarily reflects the impact of the
additional intangible amortization resulting from
the NanoGram acquisition. The amortization of the
NanoGram intangibles amounts to approximately
$1.1 million in 2004. There was also a $0.2 million
reduction in expense as certain def inite lived
intangibles were fully amortized during 2003.
Other operating expense
–The 2004 amount comprised the following:
a. $2.0 million associated with patents acquired
in the second quarter. These patents cover how
capacitors are used in an ICD. Although man-
agement believes the patents could have been
successfully challenged in court proceedings,
a decision was made to acquire the patents and
remove this as a potential obstacle for existing
million, $3.7 million, and $1.8 million to sales,
customers to more fully adopt wet tantalum
gross prof it, and operating expenses respectively in
technology and for potential customers to
2003 compared to 2002.
initially adopt the technology;
b. $0.8 million related to severance cost from a
7% mid-year reduction in workforce;
c. $0.9 million related to costs associated with
the start-up of Tijuana facility; and
d. $0.8 million primarily related to various asset
disposals.
Interest expense and interest income
–Interest expense increased due to the addition of
$90.0 million in interest-bearing debt in May of
2003 resulting from the issuance of the convertible
subordinated notes.
–Interest income increased as the issuance of the
convertible subordinated notes provided additional
funds that are being invested on a short-term basis.
Provision for income taxes
–Our effective tax rate increased primarily due to
the recording of a valuation allowance against
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 2002 and represented 83% of
our overall product mix, up from 80% in 2002.
–EPS. Commercial sales increased modestly from
a slight rise in volume of orders from oil and gas
customers.
Gross prof it
–The following factors contributed to an approxi-
mately 310 basis point decline in the gross margin
between 2003 and 2002:
a. Consolidation of EPS plants: 50 basis points;
certain New York State deferred tax assets. Based
b. Start-up costs from lean manufacturing: 50
on managements’ review, after considering both the
basis points;
positive and negative support, it was determined
c. Inclusion of enclosure products: 100 basis
that certain tax assets primarily investment tax
points;
credits and employees incentive credits were not
d. Hiring of new plant management personnel:
considered to be more likely than not to be realized.
40 basis points; and
The tax provision increase related to the valuation
e. Changes in selling prices for certain medical
allowance was $2.2 million.
–Our effective tax rate is below the United States
statutory rate primarily as a result of federal and
state tax credits (3.3%), and the Extraterritorial
Income Exclusion ("ETI") for 2004 of (4.2%). The
American Jobs Creation Act of 2004 (P.L. 108-357)
("the Act") signed into law on October 22, 2004
repeals the ETI after December 31, 2004, and
creates new tax incentives for a broad spectrum of
taxpayers. We have not completed a full assessment
on how this law change will impact the Company
due to the potential changes in our manufacturing
locations.
FISCAL 2003 COMPARED WITH FISCAL 2002
–The increase in total sales for 2003 included a
full year of sales of Globe, which we acquired in
July 2002. The Globe acquisition added $14.0
components: 70 basis points.
SG&A expenses
– Expenses increased in absolute dollars, but
declined as a percent of sales due to improved
operating leverage. The $6.0 million increase in
SG&A was comprised of the following factors:
a. Incentive compensation and prof it sharing
expense: $1.0 million;
b. Incremental senior management related
expenses: $2.0 million;
c. Corporate spending for information
technology: $2.0 million; and
d. All other SG&A comprised of individually
insignif icant items: $1.0 million.
RD&E expenses
– Expenses increased in absolute dollars, but
decreased as a percent of sales as sales growth
—
2 7
outpaced spending. The increase in RD&E was
comprised primarily of the $1.8 million of expenses
for the development of our Q HR high rate battery
product.
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 for wet tanta-
lum 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 for sale 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 conver tible 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 benef its of state tax planning strategies.
The impact of the lower effective tax rate during
2003 was approximately $0.5 million.
–The ETI provided approximately $1.0 million of
tax benef it in 2003.
LIQUIDITY AND CAPITAL RESOURCES
– Our principal sources of liquidity are our
operating cash flow combined with our working
capital of $134.4 million at December 31, 2004 and
our unused $20 million credit line with our lending
syndicate. Historically we have generated cash
from operations suff icient to meet our capital
expenditure and debt service needs, other than for
acquisitions. At December 31, 2004, our current
ratio was 5.8:1, so short-term liquidity is not a
–The Company regularly engages in discussions
relating to potential acquisitions and may announce
an acquisition transaction at any time. However, no
active negotiations are presently being conducted.
Operating activities
–In all years presented signif icant positive cash
flows from operating activities were achieved. Net
cash provided by operating activities exceeded the
combination of net income, depreciation and amor-
tization due to the favorable cash flow impact of
deferred taxes. Over the three-year period, changes
in operating assets and liabilities amounted to a net
use of cash of approximately $5.0 million.
Investing activities
–Capital spending of $38.4 million in 2004 was
signif icantly higher than historical expenditure
levels. The majority of the current year spending
was for the following:
a. New medical power manufacturing plant in
Alden, NY ($22.1 million);
b. Oracle ERP system ($5.0 million); and
c. New assembly plant in Tijuana, Mexico ($4.6
million).
–In comparison, we spent $11.9 million in 2003,
which was primarily related to normal maintenance
capital.
–In March 2004, we purchased NanoGram for
approximately $45.7 million. The most signif icant
elements of the purchase price allocation were to
patented and unpatented technology and goodwill.
NanoGram has a strong intellectual proper ty
position around the laser pyrolysis process and
accordingly a signif icant allocation was made to
these assets. The cost will be amortized over the
remaining estimated useful life of 11.5 years. For
2004 the amortization expense was approximately
$0.1 million per month. The residual amount of the
allocation of $35.1 million went to goodwill, which
is not amortized but rather subject to periodic
testing for impairment. Pursuant to the valuation
we obtained, the status of the NanoGram technology
was suff iciently advanced such that technical feasi-
bility requirements were met at the acquisition
date; consequently, no in-process R&D charge was
concern to management at this time.
recorded.
—
2 8
–NanoGram was a materials research and develop-
ment company focused on developing nanoscale
materials for use in various battery and potentially
other medical device applications. The primary
purpose of this acquisition is to provide us with
additional intellectual property as well as addi-
tional research and development capabilities.
NanoGram is now referred to as our Advanced
Research Laboratory. Since the primary function of
this operation is research and development, all
costs are appropriately classif ied in that category.
No sales revenue was attributable to this acquisi-
tion in 2004.
–In 2002, approximately $47.1 million was spent
related to the acquisition of Globe. Globe was a
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 prefer red stock
assuming conditions are appropriate.
–Our capital structure allows us to support our
internal growth and provides liquidity for corpo-
rate development initiatives. The current expecta-
tion for 2005 is that capital spending is expected to
be in the range of $30.0 million to $35.0 million,
primarily due to the build-out of the advanced
manufacturing facility ($11.0 million), our value-
add assembly plant ($10.0 million), and normal
manufacturer of precision titanium enclosures for
maintenance capital expenditures.
IMDs. Globe was acquired to further broaden our
product offerings to include enclosures.
–Approximately $9.0 million of short-term invest-
ments were converted to cash during the year.
Financing activities
–During 2003, we successfully completed a $170.0
million convertible subordinated notes offering.
The proceeds of this offering were utilized to repay
$85.0 million in long-term debt that was previously
outstanding.
Capital Structure
–At December 31, 2004, our capital structure con-
sisted primarily of $170.0 million of convertible
OFF-BALANCE SHEET ARRANGEMENTS
–We have no off-balance sheet arrangements within
the meaning of Item 303(a)(4) of Regulation S-K.
LITIGATION
–We are a party to various legal actions arising in
the normal course of business. While we do not
believe that the ultimate resolution of any such
pending activities will have a material adverse
effect on our consolidated results of operations,
f inancial position, or cash flows, litigation is
subject to inherent uncertainties. If an unfavorable
ruling were to occur, there exists the possibility of
a material adverse impact in the period in which
subordinated notes and our 21.4 million shares of
the ruling occurs.
common stock outstanding. We have in excess of
$92.0 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
CONTRACTUAL OBLIGATIONS
–The following table summarizes our signif icant
contractual obligations at December 31, 2004, and
the effect such obligations are expected 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
Total
Less than
1 year
1-3 years
3-5 years
$ 170,000
1,652
11,466
10,051
$ 193,169
$
–
1,000
2,350
10,051
$ 13,401
$ –
652
3,651
–
$ 4,303
$ –
–
2,652
–
$ 2,652
More than
5 years
$ 170,000
–
2,813
–
$ 172,813
(a) The current portion of these liabilities is included.
annual interest expense on the convertible deben-
Amounts do not include imputed interest. The
tures is 2.25%, or $3.8 million. See Note 9 - Debt
—
2 9
of
the Notes
to
the Consolidated Financial
IMPACT OF RECENTLY ISSUED
Statements in this For m 10-K for additional
information about our long-term obligations.
(b) See Note 16 – Commitments and Contingencies
of
the Notes
to
the Consolidated Financial
Statements in this For m 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 def ined as agreements that
are enforceable and
legally binding on
the
Company and that specify all signif icant terms,
including: f ixed or minimum quantities to be
purchased; f ixed, 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 fulf illed
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 signif icant agreements for the purchase
of raw materials or other goods specifying mini-
mum quantities or set prices that exceed our
expected requirements in the short-term. We also
enter into contracts for outsourced services; how-
ever, the obligations under these contracts were
not signif icant and
the contracts generally
contain clauses allowing for cancellation without
signif icant penalty. During 2004, the Company
commenced the build out of its medical battery and
capacitor manufacturing facility in Alden, NY and
its value-add manufacturing facility in Tijuana,
Mexico. These facilities will enable the Company
to further consolidate its operations and implement
state of the art manufacturing capabilities at both
locations. The contractual obligations for construc-
tion of these facilities is $10.0 million and will be
f inanced by existing, or internally generated cash.
INFLATION
–We do not believe that inflation has had a signif-
icant effect on our operations.
—
3 0
ACCOUNTING STANDARDS
–In December 2004, the Financial Accounting
Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 123
(revised 2004), Share-Based Payment (SFAS No.
123(R). This statement is a revision of SFAS 123,
Accounting for Stock-Based Compensation, and
supercedes APB Opinion No. 25, Accounting for
Stock Issued to Employees. SFAS 123(R) requires
the measurement of the cost of employee services
received in exchange for an award of equity
instruments based on the grant-date fair value of
the award. The cost will be recognized over the
period during which an employee is required to
provide service in exchange for the award, or over
the period that a performance measure is expected
to be met. We will adopt SFAS 123(R) on July 2,
2005, requiring compensation cost to be recorded
as expense for the portion of the outstanding
unvested awards, based on the grant-date fair value
of those awards calculated using the Black-Scholes
option pricing model currently used under SFAS
123 for proforma disclosures. Based on unvested
options cur rently outstanding,
the effect of
adopting SFAS 123(R) will reduce our net income
by approximately $1.4 million in the second half
of 2005.
–In November 2004, the FASB issued SFAS No.
151, Inventory Costs, an amendment of ARB No.
43, Chapter 4 (SFAS No. 151). SFAS No. 151
amends the guidance in ARB No. 43, Chapter 4,
"Inventory Pricing," to clarify the accounting for
abnormal amounts of idle facility expense, handling
costs and wasted material (spoilage). Among other
provisions, the new rule requires that such items be
recognized as current-period charges, regardless of
whether they meet the criterion of "so abnormal" as
stated in ARB No. 43. SFAS No. 151 is effective
for f iscal years beginning after June 15, 2005. We
do not expect that adoption of SFAS No. 151 will
have a material effect on our consolidated f inancial
position, consolidated results of operations, or
liquidity.
SUBSEQUENT EVENTS
–On February 23, 2005 we announced our intent to
consolidate our medical capacitor manufacturing
■ Costs related to the move and consolidation of
work into Tijuana:
a. Production ineff iciencies and revalidation
operations, currently in Cheektowaga, NY, and the
- $0.4 to $0.5 million;
implantable medical battery manufacturing opera-
b. Relocation and moving expenses - $0.3 to
tions, currently in Clarence, NY, into the advanced
$0.5 million;
power source manufacturing facility in Alden, NY.
c. Personnel costs (including travel, training
We will also consolidate the capacitor research,
and duplicate wages) - $1.0 to $1.1
development and engineering operations from the
million; and
Cheektowaga, NY, facility
into
the existing
d. Other - $0.3 to $0.4 million
implantable medical battery research, develop-
ment, and engineering operations in Clarence, NY.
–The total cost estimated for these consolidation
efforts is anticipated to be between $3.5 and $4.0
million. We expect to incur this additional expense
over the next four f iscal quarters. The major cate-
gories of costs to be incurred, which will primarily
be cash expenditures, include the following:
■ Production ineff iciencies and revalidation - $1.5
to $1.7 million;
■ Training - $0.6 to $0.7 million;
■ Moving and facility closures - $0.9 million to
$1.0 million; and
Infrastructure - $0.5 to $0.6 million
–On March 7, 2005 we announced our intent to
close the Carson City, NV facility and consolidate
the work perfor med at Carson City into the
Tijuana, Mexico facility.
–The total estimated cost for this facility consoli-
dation plan is anticipated to be between $4.5
million and $5.4 million. We expect to incur this
additional cost over the next four f iscal quarters.
The major categories of costs to be incur red
include the following:
■ Costs related to the shut-down of the Carson City
facility:
a. Severance and retention - $1.4 to $1.6
million;
–All categories of costs are considered to be future
cash expenditures, except accelerated depreciation.
ITEM 7A.
QUANTITATIVE AND
QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.
–Under our existing line of credit any borrowings
bear interest at fluctuating market rates. At
December 31, 2004, we did not have any borrow-
ings outstanding under our line of credit and thus
no interest rate sensitive f inancial instruments.
ITEM 8.
FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA
–The following consolidated f inancial statements
of our Company and report of the independent
registered public accounting f irm thereon are set
forth below.
■ Repor t of
Independent Registered Public
Accounting Firm
■ Consolidated Balance Sheet as of December 31,
2004 and 2003.
■ Consolidated Statement of Operations for the
years ended December 31, 2004, 2003 and 2002.
■ Consolidated Statement of Cash Flows for the
years ended December 31, 2004, 2003 and 2002.
■ Consolidated Statement of Stockholders’ Equity
for the years ended December 31, 2004, 2003
b. Accelerated depreciation - $0.5 to $0.6
and 2002.
million; and
c. Other - $0.6 to $0.7 million
■ Notes to Consolidated Financial Statements.
—
3 1
■
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
We believe that our audits provide a reasonable
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
December 31, 2004 and January 2, 2004, and the
related consolidated statements of operations,
stockholders’ equity, and cash flows for each of the
three years in the period ended December 31, 2004.
Our audits also included the f inancial statement
schedule listed in the Index at Item 15(a)(2).
These f inancial statements and f inancial statement
schedule are the responsibility of the Company’s
management. Our responsibility is to express an
opinion on the f inancial statements and f inancial
statement schedule based on our audits.
–We conducted our audits in accordance with the
standards of the Public Company Accounting
Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain
reasonable assurance about whether the f inancial
statements are free of material misstatement. An
audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the
f inancial statements. An audit also includes assess-
ing the accounting principles used and signif icant
estimates made by management, as well as evaluat-
ing the overall f inancial statement presentation.
basis for our opinion.
–In our opinion, such consolidated f inancial state-
ments present fairly, in all material respects, the
f inancial
position
of Wilson Greatbatch
Technologies, Inc. and subsidiaries as of December
31, 2004 and January 2, 2004, and the results of
their operations and their cash flows for each of the
three years in the period ended December 31, 2004,
in conformity with accounting principles generally
accepted in the United States of America. Also, in
our opinion, such f inancial statement schedule,
when considered in relation to the basic consolidated
f inancial statements taken as a whole, present
fairly, in all material respects, the information set
forth therein.
–We have also audited, in accordance with the
standards of the Public Company Accounting
Oversight Board (United States), the effectiveness
of the Company’s internal control over f inancial
reporting as of December 31, 2004, based on the
criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission and
our report dated March 15, 2005 expressed an
unqualif ied opinion on management’s assessment
of the effectiveness of the Company’s internal con-
trol over f inancial reporting and an unqualif ied
opinion on the effectiveness of the Company’s
internal control over f inancial reporting.
Buffalo, New York
March 15, 2005
—
3 2
WILSON GREATBATCH TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(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 16)
Stockholders’ equity:
Preferred stock
Common stock
Additional paid-in capital
Deferred stock-based compensation
Treasury stock, at cost
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity
Total liabilities and stockholders’ equity
December 31,
2004
2003
$ 89,473
$ 119,486
2,759
24,288
34,027
1,037
3,673
3,622
3,600
162,479
92,210
63,984
156,772
–
4,493
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
$ 479,938
$ 438,243
$
8,971
$ 4,091
18,109
1,000
28,080
652
170,000
25,029
–
223,761
–
21
212,131
(833 )
(95 )
44,971
(18 )
256,177
$ 479,938
18,968
850
23,909
928
170,000
7,251
815
202,903
–
21
207,969
(1,185 )
(179 )
28,714
–
235,340
$ 438,243
The accompanying notes are an integral part of these consolidated f inancial statements
—
3 3
WILSON GREATBATCH TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands except per share amounts)
Sales
Cost of sales
Gross prof it
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 (income) expense, net
Income before income taxes
Provision for income taxes
Net income
Earnings per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
Year Ended December 31,
2004
2003
2002
$ 200,119
$ 216,365
$ 167,296
119,397
126,537
80,722
26,719
18,476
4,002
4,585
26,940
4,535
(1,235 )
(92 )
23,732
7,475
89,828
30,384
16,991
3,217
1,036
38,200
4,101
96,398
70,898
24,369
14,440
3,702
2,481
25,906
3,752
(702 )
(442 )
1,485
33,316
10,028
1,631
20,965
6,604
$ 16,257
$ 23,288
$ 14,361
$
$
0.76
0.75
$
$
1.10
1.05
$
$
0.69
0.68
21,358
25,759
21,149
24,026
20,941
21,227
The accompanying notes are an integral part of these consolidated f inancial statements
—
3 4
WILSON GREATBATCH TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation
Early extinguishment of debt
Write-off of noncompete agreement
Write-off of investment in unrelated company
Deferred income taxes
Loss on disposal of assets
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
Net cash provided by operating activities
Cash flows from investing activities:
Sale (purchase) of short-term investments
Acquisition of property, plant and equipment
Proceeds from sale of property, plant and equipment
and other assets
Decrease (increase) in other assets
Acquisition of subsidiary, net
Net cash used in investing activities
Cash flows from f inancing activities:
Proceeds from issuance of long-term debt
Principal payments of long-term debt
Principal payments of capital lease obligations
Payment of debt issue costs
Issuance of common stock
Net repurchase of treasury stock
Net cash provided by f inancing activities
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents, beginning of year
Year Ended December 31,
2004
2003
2002
$ 16,257
$ 23,288
$ 14,361
14,835
3,312
–
–
–
12,203
1,177
(563 )
(5,429 )
2,780
4,763
(1,149 )
(3,020 )
45,166
9,059
(38,444 )
67
23
(45,716 )
(75,011 )
–
–
(1,278 )
–
1,205
(95 )
(168 )
(30,013 )
119,486
13,179
3,306
1,487
–
–
4,578
1,036
(4,416 )
5,822
2,335
(1,635 )
5,797
24
54,801
12,100
3,667
–
1,723
1,547
3,765
758
(379 )
(2,752 )
(1,450 )
(1,685 )
(2,972 )
(873 )
27,810
(11,559 )
(11,925 )
–
(20,501 )
2,734
107
–
(20,643 )
170,000
(85,000 )
(434 )
(4,535 )
868
(179 )
80,720
114,878
4,608
14
(1,459 )
(47,124 )
(69,070 )
32,000
(29,880 )
–
–
476
–
2,596
(38,664 )
43,272
Cash and cash equivalents, end of year
$ 89,473
$ 119,486
$ 4,608
The accompanying notes are an integral part of these consolidated f inancial statements
—
3 5
WILSON GREATBATCH TECHNOLOGIES, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands)
Additional
Common Stock
Paid in
Deferred
Stock
Based
Retained
Accumulated
Treasury
Earnings
Other
Total
Stock
(Accumulated
Comprehensive
Stockholder’s
Shares Amount
Capital
Compensation
Shares Amount
Deficit)
Income
Equity
–
–
–
–
–
–
–
–
–
–
583
Balance, December 31, 2001
20,983
21
200,880
Exercise of stock options
Shares contributed to ESOP
Common stock issuance expenses
Reissuance of treasury stock
Tax benef it of stock option exercises
Net income
67
–
–
–
–
–
–
–
–
–
–
–
519
761
(39 )
9
149
–
Balance, December 31, 2002
21,050
21
202,279
Shares contributed to ESOP
Exercise of stock options
Stock-based compensation
Restricted stock issued
Tax benef it of stock option exercises
Purchase of treasury stock
Net income
90
77
14
–
–
–
–
–
–
–
–
–
–
–
2,804
868
–
1,768
(1,768 )
250
–
–
–
–
–
Balance, December 31, 2003
21,231
21
207,969
(1,185 )
Exercise of stock options
Shares contributed to ESOP
Restricted stock issued
Tax benef it of stock option exercises
Restricted stock forfeitures
Stock-based compensation
Purchase of treasury stock
Net income
Unrealized losses on available-for-sale
securities
Total comprehensive income
100
66
–
–
–
14
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1,200
2,571
349
123
(85 )
4
–
–
–
–
–
–
(349 )
–
85
616
–
–
–
–
Balance, December 31, 2004
21,411
21
212,131
(833 )
195
(3,122 )
(8,935 )
–
–
(140 )
2,254
–
(1 )
–
–
–
5
–
–
–
–
–
–
–
14,361
54
(863 )
5,426
(54 )
863
–
–
–
–
–
–
–
–
–
–
(179 )
–
23,288
(179 )
28,714
–
152
–
–
–
27
(95 )
–
–
–
–
–
–
–
–
–
–
16,257
–
–
(95 )
44,971
–
–
–
–
5
–
5
–
(4 )
–
–
–
(1 )
5
–
–
–
5
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
(18 )
–
(18 )
188,844
519
3,015
(39 )
14
149
14,361
206,863
3,667
868
583
–
250
(179 )
23,288
235,340
1,200
2,723
–
123
–
647
(95 )
16,257
(18 )
16,239
256,177
The accompanying notes are an integral part of these consolidated f inancial statements
—
3 6
WILSON GREATBATCH TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
on the specif ic identif ication method. Unrealized
The Company - The consolidated f inancial state-
ments include the accounts of Wilson Greatbatch
losses considered to be other than temporary during
the period are recognized in current earnings.
Technologies, Inc. and its wholly owned sub-
Fair Value of Financial Instruments – The carry-
sidiaries (collectively, the "Company"). All signif-
ing amount of f inancial instruments, including
icant intercompany balances and transactions have
cash and cash equivalents, trade receivables and
been eliminated in consolidation.
accounts payable, approximated their fair value as
Nature of Operations - The Company operates in
two repor table segments–Implantable Medical
of December 31, 2004 and 2003 because of the
relatively short maturity of these instruments.
Components ("IMC") and Electrochem Power
Inventories - Inventories are stated at the lower
Solutions ("EPS"). The IMC segment designs
of cost, determined using the f irst-in, f irst-out
and manufactures batteries, capacitors, f iltered
method, or market.
feedthroughs, engineered components and enclo-
sures used in IMDs. The EPS segment designs and
manufactures high perfor mance batteries and
battery packs for use in oil and gas exploration,
oceanographic equipment and aerospace.
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. Fair value is determined at prevailing
market conditions or appraisals as needed. At
2. SUMMARY OF SIGNIFICANT
December 31, 2003, the Company classif ied its
ACCOUNTING POLICIES
Amherst, NY facility as held for sale. The
Financial Statement Year End - The Company
utilizes a f ifty-two, f ifty-three week f iscal 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.
Company recorded impairment for $0.06 million
for the year ended December 31, 2004. The
Company continues to pursue disposition of its
held for sale asset, however there can be no assur-
ance if or when a sale will be completed or whether
such sale will be completed on terms that will
enable the Company to realize the full carrying
Cash and Cash Equivalents - Cash and cash
value of the asset.
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 comprised of municipal bonds acquired with
maturities that exceed three months and are less
than one year at the time of acquisition and
equity securities classif ied as available-for-sale.
Available-for-sale securities are car ried at fair
value with the unrealized gain or loss, net of
tax, repor ted in other comprehensive income.
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
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 improve-
ments 7-40 years; machinery and equipment 3-10
years; off ice 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.
—
3 7
Intangible Assets – Acquired intangible assets
the goodwill within the reporting unit is less than
apart from goodwill and trademark and names
its carrying value. Fair values for goodwill are
consist primarily of patented and unpatented tech-
determined based on discounted cash flows, market
nology. The Company continues to amortize its
multiples or appraised values as appropriate. The
def inite-lived assets on a straight-line basis over
Company has determined that, based on the good-
their estimated useful lives as follows: patented
will impairment test, no impairment of goodwill
technology, 8-17 years; unpatented technology,
and other indef inite-lived intangible assets has
5-15 years; and other intangible assets, 3-10 years.
occurred. Note 17 – Business Segment information
Impairment of Long-lived Assets – The Company
contains an analysis of goodwill by segment.
assesses the impairment of long-lived assets when
Concentration of Credit Risk - Financial instru-
events or changes in circumstances indicate that
ments that potentially subject the Company to
the car r ying value of the assets may not be
concentration of credit risk consist principally of
recoverable. Factors that are considered in deciding
trade receivables. A signif icant portion of the
when to perform an impairment review include
Company’s sales are to three customers, all in the
signif icant under-performance of a business or
medical device industry, and, as such, the Company
product line in relation to expectations, signif icant
is directly affected by the condition of those
negative industry or economic trends, and signif i-
customers and that industry. However, the credit
cant changes or planned changes in the use of the
risk associated with trade receivables is minimal
assets. Recoverability potential is measured by
due to the Company’s stable customer base. The
comparing the carrying amount of the asset to the
Company maintains cash deposits with major
related total future undiscounted cash flows. If an
banks, which from time to time may exceed feder-
asset’s carrying value is not recoverable through
ally insured limits. Note 17 – Business Segment
related cash flows, the asset is considered to be
information contains an analysis of sales and
impaired. Impairment is measured by comparing
accounts receivable for the Company’s signif icant
the asset’s carrying amount to its fair value, based
customers.
on the best information available, including market
prices or discounted cash flow analysis. When it is
determined that useful lives of assets are shorter
than originally estimated, and there are suff icient
cash flows to support the carrying value of the
assets, the rate of depreciation is accelerated in
order to fully depreciate the assets over their new
shorter useful lives. There was no impairment of
long-lived assets in 2002, 2003 or 2004.
Goodwill – Goodwill and trademark and names are
not amor tized but are periodically tested for
impairment.
–The Company assesses 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 occur or circum-
stances 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
—
3 8
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.
Income Taxes - The Company provides for income
taxes using the liability method whereby deferred
tax liabilities and assets are recognized for changes
in deferred tax assets and liabilities determined
based upon the changes in differences between
the basis of assets and liabilities for f inancial
reporting purposes and the basis of assets and
liabilities as measured by the enacted tax rates that
management estimates will be in effect when the
differences reverse. A valuation allowance is
provided on deferred tax assets if it is determined
that it is more likely than not that the asset will not
be realized.
Revenue Recognition - Revenue from the sale of
Board No. 25, Accounting for Stock Issued to
products is recognized at the time product is
shipped
to customers and
title passes. The
Company allows customers to return defective
Employees, and related interpretations.
–The Company has determined the pro forma
information as if the Company had accounted for
or damaged products for credit, replacement, or
stock options granted under the fair value method
exchange. Revenue is recognized as the net amount
of SFAS No. 123. The Black-Scholes option
to be received after deducting estimated amounts
pricing model was used with
the following
for product returns and allowances. The Company
weighted average assumptions. These pro forma
includes shipping and handling fees billed to
calculations assume the common stock is freely
customers in Sales. Shipping and handling costs
tradable for all years presented and, as such, the
associated with inbound freight are generally
impact is not necessarily indicative of the effects
recorded in Cost of Goods Sold.
on reported net income of future years.
Product Warranties – The Company generally
war rants that its products will meet customer
specif ications 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
specif ic information as it becomes available.
Research and Development – Research and
development 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 specif ied in the contracts.
–Net research, development and engineering costs
are as follows (in thousands):
Year Ended December 31,
2004
2003
2002
Research and development costs
$15,760
$ 9,446
$ 7,156
Engineering costs
6,729
8,649
8,882
Less cost reimbursements
(4,013 )
(1,104 )
(1,598 )
Engineering costs, net
2,716
7,545
7,284
Year Ended December 31,
2004
2003
2002
Risk-free interest rate
3.62%
2.75%
3.79%
Expected volatility
Expected life (in years)
Expected dividend yield
52%
5
0%
55%
5
0%
55%
5
0%
–The Company’s net income and earnings per
share as if the fair value based method had been
applied to all outstanding and unvested awards in
each year is as follows (in thousands except per
share data):
Year Ended December 31,
2004
2003
2002
Net income as reported
$ 16,257
$ 23,288
$ 14,361
Stock based employee
compensation cost included in
net income as reported
Stock-based employee
compensation cost determined
using the fair value based method,
net of related tax effects
$ 2,250
$ 2,311
$ 2,512
$ 4,635
$ 4,054
$ 2,972
Pro forma net income
$ 13,872
$ 21,545
$ 13,901
Net earnings per share:
Basic - as reported
Basic - pro forma
Diluted - as reported
$ 0.76
$ 1.10
0.65
$ 1.02
$
$
0.69
0.66
0.75
$ 1.05
$ 0.68
$
$
Diluted - pro forma
$ 0.66
$ 0.98
$
0.65
Total research and development
and engineering costs, net
$18,476
$16,991
$14,440
Earnings Per Share - Basic earnings per share is
Stock-Based Compensation - The Company
accounts for stock-based compensation in accor-
dance 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
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 con-
sist 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 9 – Debt for a
description of our convertible subordinated notes).
—
3 9
–The Company adopted Emerging Issues Task
Force ("EITF") Issue 04-08, The Effect of
Contingently Convertible Instruments on Diluted
Earnings Per Share, in the fourth quarter of 2004.
Under EITF 04-08, we must include the effect of
the conversion of our convertible subordinated
notes in the calculation of diluted earnings per
share using the if-converted method as long as the
effect is dilutive. For computation of earnings per
share under conversion conditions, the number of
diluted shares outstanding increases by the amount
of shares that are potentially convertible during
that period. Also, net income is adjusted for the
calculation to add back interest expense on the
convertible notes as well as deferred f inancing fees
amortization recorded during the period.
–The following table reflects the calculation of
basic and diluted earnings per share (in thousands,
except per share amounts):
2004
2003
2002
Numerator for basic
earnings per share:
Income from continuing
operations
Effect of dilutive securities:
Interest expense on convertible
notes and related deferred
f inancing fees, net of tax
Numerator for diluted earnings
per share
Denominator for basic earnings
per share:
Weighted average shares
outstanding
Effect of dilutive securities:
$ 16,257
$ 23,288 $ 14,361
$ 19,284
$ 25,169 $ 14,361
21,358
21,149
20,941
Convertible notes
4,219
2,492
Stock options and unvested
restricted stock
182
385
Dilutive potential common shares
4,401
2,877
–
286
286
Denominator for diluted earnings
per share
Basic earnings per share
Diluted earnings per share
25,759
24,026
21,227
$
$
0.76
$
1.10 $
0.69
0.75
$ 1.05 $
0.68
Use of Estimates - The preparation of f inancial
statements in conformity with accounting princi-
ples 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 contin-
gent assets and liabilities at the date of the f inan-
cial 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):
Cash paid during the year for:
Interest
Income taxes
Noncash investing and
f inancing activities:
2004
2003
2002
$ 4,586
$ 3,740
$ 3,092
318
5,674
6,055
Acquisition of property utilizing
capitalized leases
Common stock contributed
to ESOP
$ 1,159
$ 2,212
$ –
2,723
3,667
3,019
Recent Accounting Pronouncements —
In
December 2004,
the Financial Accounting
Standards Board ("FASB") issued Statement of
Financial Accounting Standards ("SFAS") No. 123
123(R)"). This statement is a revision of SFAS 123,
Accounting for Stock-Based Compensation, and
supercedes APB Opinion No. 25, Accounting for
Stock Issued to Employees. SFAS 123(R) requires
the measurement of the cost of employee services
received in exchange for an award of equity
instruments based on the grant-date fair value of
the award. The cost will be recognized over the
period during which an employee is required to
provide service in exchange for the award, or over
the period that a performance measure is expected
to be met. The Company will adopt SFAS 123(R)
3,027
1,881
–
(revised 2004), Share-Based Payment ("SFAS No.
Comprehensive Income - Comprehensive income
on July 2, 2005, requiring compensation cost to be
includes all changes in stockholders’ equity during
recorded as expense for the portion of the out-
a period except those resulting from investments by
standing unvested awards, based on the grant-date
owners and distribution to owners. For 2003 and
fair value of those awards calculated using the
2002, the Company’s only component of comprehen-
Black-Scholes option pricing model currently used
sive income is its net income. For 2004, the Company’s
under SFAS 123 for proforma disclosures. Based
comprehensive income includes net income and
on unvested options currently outstanding, the
unrealized losses on available-for-sale securities.
effect of adopting SFAS 123(R) will reduce the
—
4 0
Company’s net income by approximately $1.4
the results of the operations of these acquisitions
million in the second half of 2005.
–In November 2004, the FASB issued SFAS No.
151, Inventory Costs, an amendment of ARB No.
43, Chapter 4 ("SFAS No. 151"). SFAS No. 151
amends the guidance in ARB No. 43, Chapter 4,
"Inventory Pricing," to clarify the accounting for
abnormal amounts of idle facility expense, handling
costs and wasted material (spoilage). Among other
Acquisition date
Purchase price:
Cash paid
have been included in the consolidated f inancial
statements from the date of acquisition.
–Acquisition information (in thousands):
provisions, the new rule requires that such items be
Transaction cost
recognized as current-period charges, regardless of
Total purchase price
$ 47,124
$ 45,716
whether they meet the criterion of "so abnormal" as
stated in ARB No. 43. SFAS No. 151 is effective
for f iscal years beginning after June 15, 2005. The
company does not expect that adoption of SFAS
Purchase price allocation:
Assets:
Cash
Accounts receivable
Refundable income tax
No. 151 will have a material effect on its consoli-
Inventories
dated f inancial position, consolidated results of
Property and equipment
operations, or liquidity.
3. ACQUISITIONS
–During 2002 and 2004, the Company completed
two acquisitions as follows:
■ Globe Tool and Manufacturing Company, Inc.
Other assets
Trademark and names
Patented and unpatented
technology
Noncompete/employment
agreements
Goodwill
Liabilities:
("Globe"), a manufacturer of precision titanium
Accounts payable
enclosures for implantable medical devices.
Globe was acquired to further broaden our
product offering to include enclosures.
■ NanoGram Devices Corporation ("NanoGram"),
a materials research and development company
focused on developing nanoscale materials for
implantable medical devices. NanoGram was
acquired
to fur ther broaden our materials
science expertise. NanoGram utilizes nanomate-
rials synthesis technology in the development of
battery and medical device applications.
–These acquisitions have been accounted for using
the purchase method of accounting and accordingly,
Acquired Company
Globe NanoGram
July 9, 2002 March 16, 2004
$ 46,637
$ 45,000
487
716
$
923
$
1,558
2,427
3,130
8,490
263
1,760
7,392
1,177
35,384
858
3,036
–
1,356
10,130
–
–
–
–
562
168
–
16,500
–
35,096
117
–
718
5,775
–
Accrued payroll and related
expenses
Other current liabilities
Deferred income taxes
Other liabilities
Total purchase price
$ 47,124
$ 45,716
–Amounts disclosed for Globe as part of the
purchase price allocation table have been expanded
from prior year presentation to provide more infor-
mation related to the signif icant assets and liabili-
ties included in the acquisition.
–The NanoGram patented and unpatented tech-
nology is being amortized over 11.5 years. The
goodwill is not deductible for tax purposes.
—
4 1
–The following unaudited pro forma summary
presents the Company’s consolidated results of
–The proforma results are not necessarily indica-
tive of those that would have actually occurred had
operations for 2004 and 2003 as if the NanoGram
the acquisitions taken place at the beginning of the
acquisition had been consummated at January 1,
periods presented.
2003. The pro forma consolidated results of opera-
tions include cer tain pro for ma adjustments,
including the amortization of intangible assets and
adjusted interest income.
December 31,
In thousands except per share amounts:
2004
2003
Revenues
Net income
Net income per diluted share:
$ 200,119
$ 216,365
$
$
15,195
0.71
$
$
19,344
0.89
4. SHORT-TERM INVESTMENTS
–Short-term investments at December 31, 2004
and 2003 consist of investments acquired with
maturities that exceed three months and are less
than one year at the time of acquisition and equity
securities classif ied as available-for-sale securi-
ties. Short-term investments comprised the follow-
ing (in thousands):
Available-for-sale:
Equity Security
Held-to-maturity:
Municipal Bonds
Short-term investments
Available-for-sale:
Equity Security
Held-to-maturity:
Municipal Bonds
Short-term investments
As of December 31, 2004
Gross
Gross
Estimated
unrealized
unrealized
Cost
gains
losses
fair
value
$
276
$ –
$ (18 )
$
258
2,501
$ 2,777
–
$ –
1
$ (17 )
2,502
$ 2,760
As of December 31, 2003
Gross
Gross
Estimated
unrealized
unrealized
Cost
gains
losses
fair
value
$ –
$ –
$
–
$ –
11,559
$ 11,559
–
$ –
(1 )
$ (1 )
11,558
$ 11,558
The municipal bonds have maturity dates ranging from January 2005 to April 2005.
—
4 2
5. INVENTORIES
7. INTANGIBLE ASSETS
–Inventories comprised the following
(in thousands):
–Intangible assets comprised the following
(in thousands):
Raw material
Work-in-process
Finished goods
Total
December 31,
2004
2003
14,053
11,275
8,699
34,027
11,688
10,421
6,489
28,598
As of December 31, 2004
Gross
carrying
amount
Accumulated
amortization
Net
carrying
Amount
Amortizing
intangible assets:
Patented technology
$ 21,462
$ (10,137 )
$ 11,325
6. PROPERTY, PLANT AND EQUIPMENT
Unpatented technology
Other
–Property, plant and equipment comprised the
following (in thousands):
Unamortizing
intangible assets:
30,886
1,340
(6,525 )
(1,294 )
24,361
46
53,688
(17,956 )
35,732
Manufacturing machinery
and equipment
December 31,
2004
2003
$ 57,781
$ 53,313
Buildings and building improvements
16,285
15,380
Information technology hardware
and software
Leasehold improvements
Land and land improvements
Property under capital leases
Furniture and f ixtures
Construction work in process
Other
8,950
8,782
4,659
3,370
2,766
32,129
147
7,384
5,440
4,659
–
2,631
8,595
148
134,869
97,550
Less accumulated depreciation
(42,659 )
(33,815 )
Total
$ 92,210
$ 63,735
–Depreciation expense for property and equip-
ment, including property under capital leases,
during 2004, 2003 and 2002 was approximately
$10.1 million, $9.3 million, and $7.6 million,
respectively.
Trademark and names
31,420
(3,168 )
28,252
Total intangible assets
$ 85,108
(21,124 )
$ 63,984
As of December 31, 2003
Gross
carrying
amount
Accumulated
amortization
Net
carrying
Amount
Amortizing
intangible assets:
Patented technology
$ 21,462
$
(8,536 )
$ 12,926
Unpatented technology
Other
Unamortizing
intangible assets:
15,335
1,340
(5,549 )
(863 )
9,786
477
38,137
(14,948 )
23,189
Trademark and names
31,420
(3,168 )
28,252
Total intangible assets
$ 69,557
$ (18,116 )
$ 51,441
–Annual amortization expense is estimated to be
$3.8 million for 2005 to 2008, and $3.2 million for
2009.
—
4 3
8. ACCRUED EXPENSES AND OTHER
the conversion price for at least 20 trading days in
$ 18,109
$ 18,968
and the number of shares issuable upon conversion
2004
2003
100% of their principal amount, plus accrued
CURRENT LIABILITIES
–Accrued expenses and other current liabilities
comprised the following (in thousands):
Salaries and benef its
$ 5,805
$ 5,170
December 31,
2004
2003
6,796
5,508
9,589
4,209
Prof it sharing and bonuses
Other
Total
9. DEBT
–Long-term debt comprised the following
(in thousands):
December 31,
2.25% convertible subordinated
notes, due 2013
Capital lease obligations
Less current portion
Total long-term debt
$ 170,000
$ 170,000
1,652
1,778
171,652
171,778
(1,000 )
(850)
$ 170,652
$ 170,928
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 f ive
trading days immediately preceding the f irst 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
circumstances: (1) during any f iscal quarter com-
mencing after July 4, 2003, if the closing sale price
of the Company’s common stock exceeds 120% of
—
4 4
the 30 consecutive trading day period ending on the
last trading day of the preceding f iscal quarter; (2)
subject to certain exceptions, during the f ive
business days after any f ive 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
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
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 fundamen-
tal change at a repurchase price of 100% of their
principal amount, plus accrued interest. The notes
are subordinated 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, 2004 was $154.7 million
based on quoted market prices.
Capital Lease Obligations
–The Company leases assets under non-cancelable
lease arrangements. As of December 31, 2004,
future minimum lease payments under capital leases
are as follows:
(In thousands)
2005
2006
Present value of minimum lease payments
Less current portion
Long-term capital lease obligations
$
652
Amount
$ 1,031
659
1,690
(38 )
1,652
(1,000 )
notes, subject to adjustment, before the close of
Total minimum lease payments
business on June 15, 2013 only under the following
Less imputed interest
– The fair-value of the capital leases as of
December 31, 2004 was $1.6 million based on
–As of December 31, 2004, the 401(k) Plan held
499,430 shares of WGT stock and there were
interest rates in effect at year-end.
121,743 committed-to-be released shares for the
Revolving Line of Credit
–As of December 31, 2004 the Company had no
balance outstanding on its $20.0 million committed
revolving line of credit. The revolving line of cred-
it continues to be available to the Company for
future borrowing and matures on July 1, 2005. The
revolving line of credit is secured by the Company’s
accounts receivable and inventories and requires
plan, which equals the estimated number of shares
to settle the liability based on the closing market
price of the shares at December 31, 2004. The f inal
number of shares contributed to the plan was
153,268, computed based on the closing market
price of the shares on the actual contribution date
of February 22, 2005, with an adjustment for
forfeitures remaining in the plan.
the Company to comply with various quarterly
Education Assistance Program - The Company
f inancial covenants, as def ined, related to net earn-
reimburses tuition, textbooks and laboratory fees
ings or loss before interest, taxes, depreciation, and
for college or other lifelong learning programs for
amortization ("EBITDA"), and ratios of leverage,
all of its employees. The Company also reimburses
interest, f ixed charges as they relate to EBITDA
college tuition for the dependent children of its
and funded debt to total capitalization. Interest rates
full-time employees. For certain employees, the
under the revolving line of credit vary with the
dependent children benef it vests on a straight-line
Company’s leverage. The Company is required to
basis over ten years. Minimum academic achieve-
pay a commitment fee of between .50% and .125%
ment is required in order to receive reimbursement
per annum on the unused portion of the revolving
under both programs. Aggregate expenses under
line of credit based on the Company’s leverage.
the programs were approximately $0.8 million,
10. EMPLOYEE BENEFIT PLANS
Savings Plan - The Company sponsors a def ined
contribution 401(k) plan, which covers substantial-
ly all of its employees. The plan provides for the
deferral of employee compensation under Section
$0.7 million, and $0.6 million in 2004, 2003 and
2002, respectively.
11. STOCK OPTION PLANS
–The Company has stock option plans that provide
for the issuance of nonqualif ied and incentive
401(k) and a Company match. Net costs related to
stock options to employees of the Company. The
this def ined contribution plan were approximately
Company’s 1997 Stock Option Plan (‘‘1997 Plan’’)
$0.9 million, $0.8 million and $0.7 million in
authorizes the issuance of options to purchase up
2004, 2003 and 2002, respectively.
to 480,000 shares of the Company’s common stock.
Employee Stock Ownership Plan - The Company
sponsored a non-leveraged Employee Stock Owner-
ship Plan (‘‘ESOP’’) and related trust prior to June
29, 2004. Effective June 29, 2004 the ESOP was
merged into the 401(k) plan. Under the terms of the
amended 401(k) plan document there is an annual
def ined contribution equal to f ive percent of each
employee’s eligible annual compensation. This con-
tribution is contributed to the 401(k) plan in the
form of Company stock. Compensation cost recog-
nized for the def ined contribution in Company stock
was approximately $2.7 million, $2.7 million, and
$2.3 million in 2004, 2003 and 2002, respectively.
The stock options generally vest over a f ive-year
period and may vary depending upon the achieve-
ment 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 nonqualif ied 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 f ive year period and may vary depending
upon the achievement of earnings targets. The
—
4 5
stock options expire 10 years from the date of the
grant. Stock options are granted at exercise prices
–A summary of the transactions under the 1997
Plan, 1998 Plan, and the Director Plan for 2002,
equal to or greater than the fair value of the
2003 and 2004 follows:
Company’s common stock at the date of the grant.
– The Company has a stock option plan that
provides for the issuance of nonqualif ied stock
options to Non-Employee Directors (the "Director
Plan"). The Director Plan authorizes the issuance
of nonqualif ied 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, 2004, options for 430,183
shares were available for future grants under the
plans. The weighted average remaining contractual
life is seven years.
Weighted
Average
Exercise
Price
Weighted
Average
Grant Date
Fair Value
Option
Activity
$ 12.22
$ 16.51
$ 12.62
Options outstanding at
December 31, 2001
Options granted
Options exercised
Options forfeited
Options outstanding at
December 31, 2002
Options granted
Options exercised
Options forfeited
Options outstanding at
December 31, 2003
Options granted
Options exercised
Options forfeited
Options outstanding at
December 31, 2004
Options exercisable at:
December 31, 2002
December 31, 2003
December 31, 2004
666,319
$ 11.38
344,774
(67,783 )
(67,661 )
24.97
7.77
12.78
875,649
$ 16.92
377,360
(77,094 )
(23,015 )
33.28
11.14
25.20
1,152,900
$ 22.50
288,516
(99,774 )
(91,788 )
25.97
12.51
28.65
1,249,854
$ 23.68
451,037
657,452
824,453
12.09
17.39
21.59
–The following table provides detail regarding the
options outstanding and exercisable at December
31, 2004.
Options Outstanding Options Exercisable
Range of
Number
Contractual
Weighted
Average
Weighted
Average
Exercise
Number
Weighted
Average
Exercise
Exercise Prices
Outstanding
Life
Price
Exercisable
Price
$5.00
$15.00 - 21.35
$23.85 - 35.70
$37.36 - 42.57
165,605
241,845
760,706
81,698
1,249,854
2.8
6.3
8.2
8.9
7.1
$ 5.00
16.16
28.63
37.79
$ 23.68
165,604
163,591
472,381
22,877
824,453
$
5.00
15.64
28.67
37.82
$ 21.59
—
4 6
12. RESTRICTED STOCK PLAN
compensation is being amortized based on the
–On November 15, 2002, the Company’s Board of
Directors approved the Restricted Stock Plan under
which stock awards may be granted to employees.
vesting schedules attributable to the underlying
restricted stock grants. Compensation expense of
$0.6 million was recognized during 2004 and 2003.
The Plan received shareholder approval at the
13. OTHER OPERATING EXPENSE
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 grant-
ed 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 f irst
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.
– A summar y of
Restricted Stock Plan for 2003 and 2004 follows:
transactions under
the
the
Restricted stock outstanding at
December 31, 2002
Shares granted
Shares vested
Shares forfeited
Restricted stock outstanding at
December 31, 2003
Shares granted
Shares vested
Shares forfeited
Restricted stock outstanding at
December 31, 2004
Weighted
Restricted
Average
Stock
Grant Date
Activity
Fair Value
50,400
$ 35.08
(13,500 )
–
36,900
19,100
(13,500 )
(2,200 )
40,300
– Unamor tized defer red compensation expense
with respect to the restricted stock grants amount-
ed to $0.8 million and $1.2 million at December
31, 2004 and 2003, respectively. The deferred
–During second quarter 2004, there were two
charges included in other operating expense in the
Company’s Condensed Consolidated Statement of
Operations.
Patent acquisition. The Company recorded a $2.0
million pre-tax charge associated with the acquisition
of certain patents during the quarter. The acquired
patents cover how wet tantalum capacitors are used
in an Impantable Cardioverter Def ibrillator ("ICD").
Although the Company believed that the patents
could have been successfully challenged in court
proceedings prior to the acquisition, a decision was
made to acquire the patents and remove this as a
potential obstacle for existing customers to more
fully adopt wet tantalum technology and for
potential customers to initially adopt the tech-
nology. The Company had a prior legal opinion that
in effect concluded the patents were not valid,
therefore the Company believes it is appropriate to
record the $2.0 million acquisition cost in accor-
dance with its economic substance as a period
expense. This expense is included in year to date
other operating expense for IMC.
Severance charges. In response to a reduction in
forecasted sales for the year, the Company imple-
mented a 7% workforce reduction during June,
lion during the second quarter. The severance
charges during the second quarter 2004 were $0.6
million and $0.1 million for IMC and EPS, respec-
tively. The remaining $0.1 million related to corpo-
rate employees and is included in year to date unal-
located operating expenses. There is no remaining
accrued severance as of December 31, 2004 related
to this event as all amounts have been paid.
—
4 7
$ 18.29
which resulted in a severance charge of $0.8 mil-
14. INCOME TAXES
–The provision (benef it) for income taxes com-
prised the following (in thousands):
Current:
Federal
State
Deferred:
Federal
State
Year Ended December 31,
2004
2003
2002
$ (4,620 ) $ 4,820
$ 2,573
(125 )
630
266
(4,745 )
5,450
2,839
8,818
3,402
7,363
4,137
(2,785 )
(372 )
12,220
4,578
3,765
Provision for income taxes
$ 7,475
$ 10,028
$ 6,604
–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
December 31,
2004
2003
$ (6,023 )
$ (4,776 )
(7,194 )
(12,843 )
1,996
2,007
2,138
579
699
–
(18,641 )
(2,766 )
(2,575 )
(1,118 )
2,779
2,226
1,745
565
433
94
(627 )
(565 )
more likely than not that portions of the deferred
tax assets remaining at December 31, 2004 related
to the valuation of an investment and certain state
investment tax credits and NOLs will not be real-
ized. The valuation allowance increase related to
the allowance for the state investment tax credits
and NOLs was $2.2 million and the valuation
allowance increase related to investments was
$0.01 million.
–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 benef it
Permanent items
Federal and state tax credits
State net operating losses
Valuation allowance
Other
Year Ended December 31,
2004
2003
2002
35.0 %
35.0 %
35.0 %
(1.5 )
(7.2 )
(3.3 )
(0.9 )
9.3
0.1
2.0
(6.8 )
(2.1 )
–
–
2.0
3.3
–
(10.7 )
–
2.7
1.2
Effective tax rate
31.5 %
30.1 %
31.5 %
–In 2004, 2003, and 2002, 43,911, 39,090, and
27,608 shares of common stock, respectively, were
issued through the exercise of non-qualif ied stock
options or through the disqualifying disposition of
incentive stock options. The total tax benef it to the
Company from these transactions, which is credit-
ed to additional paid-in capital rather than recog-
nized as a reduction of income tax expense, was
Net deferred tax (liability) asset
$ (21,407 )
$ (1,192 )
$0.1 million, $0.3 million, and $0.1 million in
–As of December 31, 2004, the Company has
available $1.1 million of state net operating loss
carryforwards that begin to expire in 2018 and $3.1
million of federal and state tax credit carryfor-
wards that begin expiring in 2013.
–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 sched-
uled reversal of deferred tax liabilities, projected
future taxable income, and tax planning strategies
in making this assessment. Based on the consider-
ation of the weight of both positive and negative
evidence, management has determined that it is
2004, 2003, and 2002, respectively. These tax ben-
ef its have also been recognized in the consolidated
balance sheet as a reduction of current income
taxes payable.
15. CAPITAL STOCK
–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 outstand-
ing. There were 21,410,319 and 21,231,121 shares
issued in 2004 and 2003, respectively. There were
21,405,640 and 21,226,357 shares outstanding in
2004 and 2003, respectively.
—
4 8
16. COMMITMENTS AND CONTINGENCIES
Litigation – The Company is a party to various
legal actions arising in the normal course of busi-
ness. While the Company does not believe that the
ultimate resolution of any such pending activities
will have a material adverse effect on its consoli-
dated results of operations, f inancial position, or
cash flows, litigation is subject to inherent uncer-
tainties. If an unfavorable ruling were to occur,
there exists the possibility of a material adverse
impact in the period in which the ruling occurs.
–During 2002, a former non-medical customer
commenced an action alleging that the Company
had used proprietary information of the customer
to develop certain products. We have meritorious
defenses and are vigorously defending the case.
No accrual for an adverse judgment has been made
as such outcome is not deemed probable, the poten-
tial risk of loss is between $0.0 and $1.7 million.
License agreements - The Company is a party to
various license ag reements through 2018 for
technology that is utilized in certain of its prod-
ucts. The most signif icant of these is an agreement
to license the basic technology used for wet
tantalum capacitors. The initial payment under the
original agreement was $0.8 million and was fully
amortized in 2002. The company is required to pay
royalties based on agreed upon terms through
August 2014.
–Expenses related to license agreements were $1.3
million, $1.5 million, and $1.4 million, for 2004,
2003, and 2002, respectively.
Product Warranties - The change in aggregate
product war ranty liability for the year ended
December 31, 2004, is as follows (in thousands):
Beginning balance
Additions to warranty reserve
Warranty claims paid
Ending balance
$ 313
781
(168 )
$ 926
Operating Leases - The Company is a party to var-
ious operating lease agreements for buildings,
equipment and software. The Company incurred oper-
ating lease expense of $2.2 million, $1.7 million, and
$0.9 million, in 2004, 2003 and 2002, respectively.
–If all lease extension options are exercised as
expected by the Company, minimum future annual
operating lease payments are $2.4 million in 2005;
$1.7 million in 2006; $1.1 million in 2007; $0.8
million in 2008; and $0.9 million in 2009 and $4.6
million thereafter.
Workers’ Compensation Trust – In Western New
York, the Company is a member of a group self-
insurance trust that provides workers’ compensa-
tion benef its to eligible employees of the Company
and other group member employers. For locations
outside of Western New York, the Company utilizes
traditional insurance relationships to provide
workers’ compensation benef its. Under the terms
of the Trust, the Company makes annual contribu-
tions to the Trust based on reported salaries paid to
the employees using a rate based formula. Based on
actual experience, the Company could receive a
refund or be assessed additional contributions. For
f inancial statement purposes, no amounts have
been recorded for any refund or additional assess-
ment since the Trust has not informed the Company
of any such adjustments. Under the trust agreement,
each participating organization has joint and several
liability for trust obligations if the assets of the
trust are not suff icient to cover its obligation. The
Company does not believe that it has any current
obligations under the joint and several liability.
Purchase Commitments - Contractual obligations
for purchase of goods or services are def ined as
agreements that are enforceable and legally bind-
ing on the Company and that specify all signif icant
terms, including: f ixed or minimum quantities to
be purchased; f ixed, 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
fulf illed 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 signif icant agreements for the pur-
chase of raw materials or other goods specifying
minimum quantities or set prices that exceed our
expected requirements in the short-term. We also
—
4 9
enter into contracts for outsourced services; how-
not reflected in the 2002 calculation of segment
ever, the obligations under these contracts were not
income from operations because it is impractical to
signif icant and the contracts generally contain
do so. The remaining unallocated operating
clauses allowing for cancellation without signif i-
expenses along with other income and expense are
not allocated to reportable segments. Transactions
between the two segments are not signif icant. 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 f inancial state-
ments is as follows (dollars in thousands):
cant penalty.
Capital Expenditures
– During 2004,
the
Company commenced the build out of its medical
battery and capacitor manufacturing facility in
Alden, NY and
its value-add manufacturing
facility in Tijuana, Mexico. These facilities will
enable the Company to further consolidate its
operations and implement state of the art manufac-
turing capabilities at both locations. The contractual
obligations for construction of these facilities is
$10.0 million and will be f inanced by existing, or
internally generated cash.
Sales:
IMC
Medical batteries:
ICD batteries
17. BUSINESS SEGMENT INFORMATION
Pacemakers and other batteries
– The Company operates
two repor table segments: Implantable Medical
its business
in
Components ("IMC") and Electrochem Power
Solutions ("EPS"). The IMC segment designs and
manufactures critical components used in implant-
ICD capacitors
Feedthroughs
Enclosures
Other
Total IMC sales
EPS
Total sales
able medical devices. The principal components
Segment income from operations:
Year Ended December 31,
2004
2003
2002
$ 35,646 $ 41,494 $ 28,518
19,494
21,981
47,387
21,709
26,438
24,578
31,668
48,257
24,742
19,482
21,692
24,679
36,378
10,845
19,789
172,655
190,221
141,901
27,464
26,144
25,395
$200,119 $216,365 $167,296
$ 28,950 $ 43,504 $ 40,969
8,005
4,374
8,262
36,955
47,878
49,231
are batteries, capacitors, f iltered feedthroughs,
enclosures and precision components. The princi-
pal medical devices are pacemakers, def ibrillators
and neurostimulators. The EPS segment designs
and manufactures high performance batteries and
battery packs; principal markets for these products
are for oil and gas exploration, oceanographic
equipment, and aerospace.
–The Company def ines segment income from
operations as gross prof it less costs and expenses
attributable to segment-specif ic selling, general
and administrative, research, development and
engineering expenses, intangible amortization and
other operating expenses. Segment income also
includes a portion of non-segment specif ic selling,
IMC
EPS
Total segment income
from operations
Unallocated operating expenses
(10,015 )
(9,678 )
(23,325 )
Operating income as reported
26,940
38,200
25,906
Unallocated other income
and expense
Income before income taxes
as reported
Depreciation and amortization:
IMC
EPS
(3,208 )
(4,884 )
(4,941 )
$ 23,732 $ 33,316 $ 20,965
$ 11,683 $ 10,809 $ 10,090
877
854
807
Total depreciation included in
segment income from operations
12,560
11,663
10,897
Unallocated depreciation
and amortization
Total depreciation and
amortization
The changes in the carrying
amount of goodwill:
2,275
1,516
1,203
$ 14,835 $ 13,179 $ 12,100
IMC
EPS
Total
general and administrative, and research, develop-
Balance at December 31, 2003
$116,955 $ 2,566 $119,521
ment and engineering expenses based on allocations
Goodwill recorded during the year
35,096
appropriate to the expense categories. In 2002,
Adjustments recorded
during the year
2,155
–
–
35,096
2,155
segment income did not include any non-segment
Balance at December 31, 2004
$154,206 $ 2,566 $156,772
specif ic selling, general and administrative and
research, development and engineering expenses.
The change in 2003 to allocate these expenses is
—
5 0
–Amounts disclosed for 2002 and 2003 in the above
sales table have been expanded from previous f ilings
to better coincide with our signif icant product lines.
Year Ended December 31,
2004
2003
2002
–Sales by geographic area are presented by attribut-
ing sales from external customers based on where the
products are shipped.
Expenditures for tangible long-
lived assets, excluding acquisitions:
IMC
EPS
$ 33,537 $
6,924 $ 6,616
664
693
1,119
7,735
Total reportable segments
34,201
7,617
Unallocated long-lived
tangible assets
5,403
4,308
12,766
Total expenditures
$ 39,604 $ 11,925 $ 20,501
Identif iable assets, net:
IMC
EPS
December 31,
2004
2003
$335,380 $250,642
20,690
20,817
Total reportable segments
356,070
271,459
Unallocated assets
Total assets
123,868
166,784
$479,938 $438,243
Sales by geographic area:
United States
Foreign countries
Consolidated sales
Long-lived assets:
United States
Foreign countries
Year Ended December 31,
2004
2003
2002
$129,166 $140,578 $ 127,145
70,953
75,787
40,151
$200,119 $216,365 $ 167,296
December 31,
2004
2003
$312,818 $243,879
4,641
–
Consolidated long-lived assets
$317,459 $243,879
–Three customers accounted for a signif icant por-
tion of the Company’s sales and accounts receivable
as follows:
Sales Accounts Receivable
Year Ended December 31,
December 31,
2004
36%
24%
10%
70%
2003
46%
20%
7%
73%
2002
41%
25%
5%
71%
2004
27%
20%
9%
56%
2003
31%
19%
5%
55%
Customer A
Customer B
Customer C
Total
18. QUARTERLY SALES AND EARNINGS DATA–UNAUDITED
(In Thousands, except per share data)
4th Qtr.
3rd Qtr.
2nd Qtr.
1st Qtr.
2004
Sales
Gross prof it
Net income
Earnings per share - basic
Earnings per share - diluted
2003
Sales
Gross prof it
Net income
Earnings per share - basic
Earnings per share - diluted
$46,475
16,327
1,859
0.09
0.09
$49,371
19,838
4,523
0.21
0.21
$45,177
17,402
3,046
0.14
0.14
$56,335
23,873
7,776
0.37
0.34
$52,942
23,818
4,733
0.22
0.21
$55,802
23,217
4,952
0.23
0.23
$55,525
23,175
6,619
0.31
0.28
$54,857
22,813
6,037
0.29
0.28
—
5 1
19. SUBSEQUENT EVENTS - UNAUDITED
as appropriate to allow timely decisions regarding
–On February 23, 2005 the Company announced
its intent to consolidate its medical capacitor and
required disclosure, particularly during the period in
which this annual report was being prepared.
its medical battery manufacturing operations, cur-
Changes in Internal Control Over
rently in Cheektowaga, NY, and the implantable
medical battery manufacturing operations, current-
ly in Clarence, NY, into the advanced power source
Financial Reporting
–There were no changes in our internal control
over f inancial reporting that have materially affect-
manufacturing facility in Alden, NY. The Company
ed, or are reasonably likely to materially affect, our
will also consolidate the capacitor research, devel-
internal control over f inancial reporting during the
opment and engineering operations from the
fourth f iscal quarter of 2004.
Cheektowaga, NY, facility
into
the existing
implantable medical battery research, develop-
ment, and engineering operations in Clarence, NY.
–On March 7, 2005 the Company announced its
intent to close its Carson City, NV facility and con-
solidate the work performed at Carson City into its
Tijuana, Mexico facility.
Management’s Report on Internal Control Over
Financial Reporting
–The Company’s management is responsible for
establishing and maintaining adequate internal
control over f inancial reporting. The Company’s
internal control over f inancial reporting is a process
designed and maintained under the supervision of
ITEM 9.
CHANGES IN AND
its management to provide reasonable assurance
DISAGREEMENTS WITH
regarding the reliability of f inancial reporting
ACCOUNTANTS ON
ACCOUNTING AND
and the preparation of the Company’s f inancial
statements for exter nal repor ting pur poses in
FINANCIAL DISCLOSURE
accordance with accounting principles generally
–None.
ITEM 9A.
CONTROLS AND
PROCEDURES
Disclosure Controls and Procedures
–The management of Wilson Greatbatch Technolo-
gies, Inc. ("the Company"), under the supervision
and with the participation of the Company’s Chief
Executive Off icer and Chief Financial Off icer, car-
ried out an evaluation of the effectiveness of the
design and operation of the Company’s disclosure
controls and procedures as of December 31, 2004
(the "Evaluation"). Based upon the Evaluation, the
Company’s Chief Executive Off icer and Chief
Financial Off icer concluded that the Company’s dis-
closure controls and procedures (as def ined in
Exchange Act Rule 13a-15(e)) are effective in
ensuring that material information relating to the
Company, including its consolidated subsidiaries, is
made known to them by others within those entities
accepted in the United States of America.
–As of December 31, 2004, management conduct-
ed an assessment of the effectiveness of the
Company’s internal control over f inancial report-
ing based on the framework established in Internal
Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the
Treadway Commission. Based on this assessment,
management has determined that the Company’s
internal control over f inancial reporting as of
December 31, 2004 is effective.
–Management’s assessment of the effectiveness of
internal control over f inancial reporting as of
December 31, 2004 has been audited by Deloitte &
Touche LLP, the Company’s independent registered
public accounting f irm, whose unqualif ied opinion
on management’s assessment of the effectiveness
of internal control over f inancial reporting as of
December 31, 2004 is expressed in their report
included herein.
—
5 2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Stockholders
Wilson Greatbatch Technologies, Inc.
Clarence, New York
–We have audited management’s assessment, included in the accompanying Management’s Report on Internal
Control Over Financial Reporting, that Wilson Greatbatch Technologies, Inc. and subsidiaries (the "Company")
maintained effective internal control over f inancial reporting as of December 31, 2004, based on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. The Company’s management is responsible for maintaining effective internal control over f inancial
reporting and for its assessment of the effectiveness of internal control over f inancial reporting. Our responsibility
is to express an opinion on management’s assessment and an opinion on the effectiveness of the Company’s
internal control over f inancial reporting based on our audit.
–We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over f inancial reporting was maintained in all material respects. Our audit
included obtaining an understanding of internal control over f inancial reporting, evaluating management’s assess-
ment, testing and evaluating the design and operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinions.
–A company’s internal control over f inancial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal f inancial off icers, or persons performing similar functions, and
effected by the company’s board of directors, management, and other personnel to provide reasonable assurance
regarding the reliability of f inancial reporting and the preparation of f inancial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over f inancial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of f inancial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the f inancial statements.
–Because of the inherent limitations of internal control over f inancial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may not be
prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal
control over f inancial reporting to future periods are subject to the risk that the controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
–In our opinion, management’s assessment that the Company maintained effective internal control over f inancial
reporting as of December 31, 2004, is fairly stated, in all material respects, based on the criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Also in our opinion, the Company maintained, in all material respects, effective internal control over
f inancial reporting as of December 31, 2004, based on the criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
–We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated f inancial statements and f inancial statement schedule as of and for the year ended
December 31, 2004 of the Company and our report dated March 15, 2005 expressed an unqualif ied opinion on those
f inancial statements and f inancial statement schedule.
Buffalo, New York
March 15, 2005
—
5 3
PART III
–Reference is made to the information responsive to the Items comprising this Part III contained in our def initive
proxy statement for our 2004 Annual Meeting of Stockholders, which is incorporated by reference herein.
PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) LIST OF DOCUMENTS FILED AS PART OF THIS REPORT
(1) FINANCIAL STATEMENTS
The following consolidated f inancial statements of our company and report of the independent
registered public accounting f irm thereon are set forth below:
Report of Independent Registered Public Accounting Firm.
Consolidated Balance Sheet as of December 31, 2004 and 2003.
Consolidated Statement of Operations for the years ended December 31, 2004, 2003 and 2002.
Consolidated Statement of Cash Flows for the years ended December 31, 2004, 2003 and 2002.
Consolidated Statement of Stockholders’ Equity for the years ended December 31, 2004, 2003 and 2002.
■ Notes to Consolidated Financial Statements.
(2) FINANCIAL STATEMENT SCHEDULES
The following f inancial statement schedule is included in this report on Form 10-K: Schedule
II - Valuation and Qualifying Accounts.
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS (In Thousands)
Col. C
Additions
Col. B
Balance at
Beginning
of Period
Charged to
Col. D
Charged to
Costs & Expenses
Other Accounts- Deductions-
Describe (2)
Describe
Col. E
Balance at
End of
Period
$ 426
$ 5
$ –
$ (26)
$
405
$ 565
$ 2,201
(1)
$ –
$ –
$ 2,766
$ 460
$
25
$ 565
$ –
$ –
$ –
$ (59)
$
426
$ –
$ 565
$ 447
$
13
$ –
$ –
$
460
$ –
$ 565
(1)
$ –
$ –
$ 565
Col. A
Description
2004
Allowance for
doubtful accounts
Valuation allowance
for income taxes
2003
Allowance for
doubtful accounts
Valuation allowance
for income taxes
2002
Allowance for
doubtful accounts
Valuation allowance
for income taxes
(1) Allowance recorded in the provision for income taxes.
(2) Accounts written off, net of collections on accounts receivable previously written off.
Schedules not listed above have been omitted because the information required to be set forth therein is not
applicable or is shown in the f inancial statements or notes thereto.
—
5 4
■
■
■
■
■
(3) EXHIBITS
EXHIBIT
NUMBER
DESCRIPTION
3.1
Amended and Restated Certif icate of
Incorporation (incorporated by reference
10.4#
Wilson Greatbatch Ltd. Equity Plus Plan
Stock Bonus Plan (incor porated by
reference to Exhibit 10.4 to our registra-
tion statement on Form S-1 (File No.
333-37554)).
to Exhibit 3.1 to our registration state-
10.5#
Non-Employee Director Stock Incentive
ment on Form S-1 (File No. 333-37554)).
3.2
Amended and Restated Bylaws (incorpo-
rated by reference to Exhibit 3.2 to our
Plan (incorporated by reference to Exhibit
A to our def initive proxy statement on
Schedule 14-A f iled on April 22, 2002).
quarterly report on Form 10-Q for the
10.6#
Employment Agreement, dated as of July
quarterly period ended March 29, 2002).
4.1
Indenture
for
2-1/4% Conver tible
Subordinated Debentures Due 2013
dated May 28, 2003 (incorporated by ref-
erence to Exhibit 4.2 to our Registration
9, 1997, between Wilson Greatbatch Ltd.
and Edward F. Voboril (incorporated by
reference to Exhibit 10.5 to our registra-
tion statement on Form S-1 (File No.
333-37554)).
Statement on Form S-3 (File No. 333-
10.7
Amended and Restated Credit Agreement
107667) f iled on August 5, 2003).
4.2
Registration Rights Ag reement dated
May 28, 2003 by among us and the initial
purchasers of the Debentures described
above (incor porated by reference to
Exhibit 4.2 to our Registration Statement
on Form S-3 (File No. 333-107667) f iled
dated as of July 9, 2002 by and among
Wilson Greatbatch Ltd., the lenders party
thereto and Manufacturers and Traders
Trust Company, as administrative agent
(incor porated by reference to Exhibit
10.2 to our current report on Form 8-K
f iled on July 24, 2002).
on August 5, 2003).
10.8#
2002 Restricted Stock Plan (incorporated
10.1#
1997 Stock Option Plan (including form
of “standard” option agreement and form
of “special” option agreement) (incorpo-
by reference to Appendix B to our
def initive proxy statement on Schedule
14A f iled on April 9, 2003).
rated by reference to Exhibit 10.1 to our
10.9+
Supply Agreement dated April 10, 2003,
registration statement on Form S-1 (File
No. 333-37554)).
10.2#
1998 Stock Option Plan (including form
of “standard” option agreement, form
of “special” option agreement and form
between Wilson Greatbatch Technologies,
Inc. and Guidant/CRM (incorporated by
reference to our For m 10-Q for the
quarter ended April 4, 2003, f iled May
16, 2003).
of “non-standard” option ag reement)
10.10+* Amendment No.1, dated October 8,
(incor porated by reference to Exhibit
10.2 to our registration statement on
Form S-1 (File No. 333-37554)).
2004, to Supply Agreement dated April
10, 2003, between Wilson Greatbatch
Technologies, Inc. and Guidant/CRM.
10.3#
Wilson Greatbatch Ltd. Equity Plus Plan
10.11
License Ag reement, dated August 8,
Money Purchase Plan (incorporated by
reference to Exhibit 10.3 to our registra-
tion statement on Form S-1 (File No.
333-37554)).
1996, between Wilson Greatbatch Ltd.
and Evans Capacitor Company (incorpo-
rated by reference to Exhibit 10.23 to our
registration statement on Form S-1 (File
No. 333-37554)).
—
5 5
10.12+ Amendment No. 2, dated December
10.18#* Employment Offer Letter dated May 29,
6, 2002, between Wilson Greatbatch
2002, and addendum dated June 7, 2002
Technologies, Ltd. and Evans Capacitor
between Wilson Greatbatch Technologies,
Company (incorporated by reference to
Inc. and Lawrence P. Reinhold.
Exhibit 10.18 to our annual report on
Form 10-K for the year ended January
3, 2003).
10.13+
Supplier Partnering Agreement dated as
of October 23, 2003, between Wilson
Greatbatch Technologies,
Inc.
and
Pacesetter, Inc., a St. Jude Medical
Company (incor porated by reference
to Exhibit 10.20 to our annual report
on Form 10-K for the year ended January
2, 2004).
10.14+* Amendment No. 1 to Supplier Partner-
ing Agreement dated as of October 23,
2003,
between Wilson Greatbatch
Technologies, Inc. and Pacesetter, Inc.,
d/b/a St. Jude Medical CRMD.
10.15+* Purchase Order for wet tantalum capaci-
tors dated December 17, 2004, between
Wilson Greatbatch Technologies, Inc.
and Guidant Cor poration and related
documents.
10.16#
Form of Change of Control Agreement,
dated December 17, 2001, between
Wilson Greatbatch Technologies, Inc.
and each of Edward F. Voboril, Lawrence
P. Reinhold, Larry T. DeAngelo, Thomas
J. Hook, Thomas J. Mazza and Curtis F.
Holmes (incorporated by reference to
10.19#* Employment Offer Letter dated August
9, 2004, between Wilson Greatbatch
Technologies, Inc. and Thomas J. Hook.
10.20#* Wilson Greatbatch Technologies, Inc.
Directors Compensation Policy.
12.1*
Ratio of Earnings to Fixed Charges -
Unaudited.
21.1*
List of subsidiaries.
23.1*
Consent of Deloitte & Touche LLP.
31.1*
Certif ication of Chief Executive Off icer
pursuant
to Rule 13a-14(a) of
the
Securities Exchange Act.
31.2*
Certif ication of Chief Financial Off icer
pursuant
to Rule 13a-14(a) of
the
Securities Exchange Act.
32.1*
Certif ication of Chief Executive Off icer
and Chief Financial Off icer pursuant
to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
99.1*
Risks Related to our Business.
Portions of those exhibits marked “+” have been
omitted and f iled separately with the Securities and
Exchange Commission pursuant to a request for
conf idential treatment.
Exhibit 10.24 to our annual report on
* Filed herewith.
Form 10-K for the f iscal year ended
December 28, 2001).
# Indicates exhibits that are management contracts
or compensation plans or arrangements required
10.17#* Ag reement dated March 31, 2003
to be f iled pursuant to Item 14(c) of Form 10-K.
between Wilson Greatbatch Technologies,
Inc. and Larry T. DeAngelo.
—
5 6
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 15, 2005
WILSON GREATBATCH TECHNOLOGIES, INC.
By /s/ Edward F. Voboril
Edward F. Voboril
President, Chief Executive Off icer And
Chairman (Principal Executive Off icer)
By /s/ Lawrence P. Reinhold
Lawrence P. Reinhold
Executive Vice President and
Chief Financial Off icer
(Principal Financial Off icer)
By /s/ Thomas J. Mazza
Thomas J. Mazza
Vice President and Controller
(Principal Accounting Off icer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature
Title
Date
/s/ Edward F. Voboril
Edward F. Voboril
President, Chief Executive
March 15, 2005
Off icer, Chairman and
Director (Principal Executive
/s/ Pamela G. Bailey
Pamela G. Bailey
/s/ Joseph A. Miller, Jr.
Joseph A. Miller, Jr.
/s/ Bill R. Sanford
Bill R. Sanford
Off icer)
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
—
5 7
Signature
Title
Date
/s/ Peter H. Soderberg
Peter H. Soderberg
/s/ Thomas S. Summer
Thomas S. Summer
/s/ William B. Summers, Jr.
William B. Summers, Jr.
/s/ John P. Wareham
John P. Wareham
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Director
March 15, 2005
Exhibit 31.1
I, Edward F. Voboril, certify that:
CERTIFICATION
1.
I have reviewed this report on Form 10-K for the f iscal year ended December 31, 2004 of Wilson
Greatbatch Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the report;
3.
Based on my knowledge, the f inancial statements, and other f inancial information included in this
report, fairly present in all material respects the f inancial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying off icer and I are responsible for establishing and maintaining disclo-
sure controls and procedures (as def ined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and inter-
nal control over f inancial reporting (as def ined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others with-
in those entities, particularly during the period in which this report is being prepared;
b. Designed such internal control over f inancial reporting, or caused such internal control over
f inancial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of f inancial reporting and the preparation of f inancial statements for
external purposes in accordance with generally accepted accounting principles;
—
5 8
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and pre-
sented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation;
d. Disclosed in this report any change in the registrant’s internal control over f inancial report-
ing that occurred during the registrant’s most recent f iscal quarter (the registrant’s fourth
f iscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over f inancial reporting.
5.
The registrant’s other certifying off icer and I have disclosed, based on our most recent evaluation of
internal control over f inancial reporting, to the registrant’s auditor and the audit committee of regis-
trant’s board of directors (or persons performing the equivalent functions):
a. All signif icant def iciencies and material weaknesses in the design or operation of internal
control over f inancial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report f inancial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a
signif icant role in the registrant’s internal control over f inancial reporting.
Date: March 15, 2005
/s/ Edward F. Voboril
Edward F. Voboril
Chairman of the Board, President and
Chief Executive Off icer
Exhibit 31.2
I, Lawrence P. Reinhold, certify that:
CERTIFICATION
1.
I have reviewed this report on Form 10-K for the f iscal year ended December 31, 2004 of Wilson
Greatbatch Technologies, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the report;
3.
Based on my knowledge, the f inancial statements, and other f inancial information included in this
report, fairly present in all material respects the f inancial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying off icer and I are responsible for establishing and maintaining disclo-
sure controls and procedures (as def ined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and inter-
nal control over f inancial reporting (as def ined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a. Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
—
5 9
b. Designed such internal control over f inancial reporting, or caused such internal control over
f inancial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of f inancial reporting and the preparation of f inancial statements for
external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures as of the end of the period covered by this report based on such evaluation;
d. Disclosed in this report any change in the registrant’s internal control over f inancial report-
ing that occurred during the registrant’s most recent f iscal quarter (the registrant’s fourth
f iscal quarter in the case of an annual report) that has materially affected, or is reasonably
likely to materially affect, the registrant’s internal control over f inancial reporting.
5.
The registrant’s other certifying off icer and I have disclosed, based on our most recent evaluation of
internal control over f inancial reporting, to the registrant’s auditor and the audit committee of regis-
trant’s board of directors (or persons performing the equivalent functions):
a. All signif icant def iciencies and material weaknesses in the design or operation of internal
control over f inancial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report f inancial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a
signif icant role in the registrant’s internal control over f inancial reporting.
Date: March 15, 2005
/s/ Lawrence P. Reinhold
Lawrence P. Reinhold
Executive Vice President and
Chief Financial Off icer
—
6 0
I N V E S T O R 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 certif icates, and any
seeking more information about the Company can
other account questions to:
access the following information via the internet at
Mellon Investor Services
Eleventh Floor
111 Founders Plaza
East Hartford, CT 06108
860-282-3509
INDEPENDENT AUDITORS:
Deloitte & Touche LLP, Buffalo, NY
ANNUAL MEETING OF SHAREHOLDERS:
The Annual Meeting will be held on
Tuesday, May 24, 2005 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
www.greatbatch.com
■ news releases and signif icant company events
Form 10-K Annual and Form 10-Q Quarterly
Repor ts and For m 8-K Disclosures
to
the
Securities and Exchange Committee describing
WGT’s business and f inancial condition.
The information above may also be obtained upon
request from the Investor Relations Department,
9645 Wehrle Drive, Clarence, NY 14031.
STOCK EXCHANGE LISTING:
New York Stock Exchange (Stock Symbol: GB)
Wilson Greatbatch Technologies, Inc. submitted the
annual CEO certif ication for 2003 to the NYSE and
reported no violations of the NYSE listing standards.
Price Range of WGT Stock
Fiscal Qtr.
High
Low
High
Low
2004 2003
First
Second
Third
Fourth
$45.15
$34.60
$29.77
$23.50
$37.42
$23.10
$37.25
$26.55
$27.10
$14.41
$40.30
$35.37
$22.94
$15.30
$43.05
$35.60
Six Sigma TM is a trademark of Motorola, Inc.
■
WILSON
GREATBATCH
TECHNOLOGIES, INC.
®
9645 Wehrle Drive
Clarence, New York 14031
716.759.5600
www.greatbatch.com
Printed in U.S.A.