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Delaware
|
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16-1531026
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(State of
Incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
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|
Large accelerated filer
|
ý
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Accelerated filer
|
¨
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|
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Non-accelerated filer
|
¨
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Smaller reporting company
|
¨
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Page No.
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ITEM 1.
|
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 1.
|
||
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ITEM 1A.
|
||
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ITEM 5.
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||
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ITEM 6.
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||
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As of
|
||||||
|
July 1, 2016
|
|
January 1, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
36,590
|
|
|
$
|
82,478
|
|
Accounts receivable, net of allowance for doubtful accounts of $1.0 million in each period
|
192,121
|
|
|
207,342
|
|
||
Inventories
|
276,279
|
|
|
252,166
|
|
||
Refundable income taxes
|
6,545
|
|
|
11,730
|
|
||
Prepaid expenses and other current assets
|
22,358
|
|
|
20,888
|
|
||
Total current assets
|
533,893
|
|
|
574,604
|
|
||
Property, plant and equipment, net
|
383,229
|
|
|
379,492
|
|
||
Amortizing intangible assets, net
|
880,254
|
|
|
893,977
|
|
||
Indefinite-lived intangible assets
|
90,288
|
|
|
90,288
|
|
||
Goodwill
|
980,839
|
|
|
1,013,570
|
|
||
Deferred income taxes
|
2,699
|
|
|
3,587
|
|
||
Other assets
|
31,335
|
|
|
26,618
|
|
||
Total assets
|
$
|
2,902,537
|
|
|
$
|
2,982,136
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
29,000
|
|
|
$
|
29,000
|
|
Accounts payable
|
99,135
|
|
|
84,362
|
|
||
Income taxes payable
|
2,347
|
|
|
3,221
|
|
||
Accrued expenses
|
86,800
|
|
|
97,257
|
|
||
Total current liabilities
|
217,282
|
|
|
213,840
|
|
||
Long-term debt
|
1,727,856
|
|
|
1,685,053
|
|
||
Deferred income taxes
|
220,440
|
|
|
221,804
|
|
||
Other long-term liabilities
|
13,486
|
|
|
10,814
|
|
||
Total liabilities
|
2,179,064
|
|
|
2,131,511
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, authorized 100,000,000 shares; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value; 100,000,000 shares authorized; 30,935,792 and 30,664,119 shares issued, respectively; 30,801,205 and 30,601,167 shares outstanding, respectively
|
31
|
|
|
31
|
|
||
Additional paid-in capital
|
630,077
|
|
|
620,470
|
|
||
Treasury stock, at cost, 134,587 and 62,952 shares, respectively
|
(5,880
|
)
|
|
(3,100
|
)
|
||
Retained earnings
|
89,696
|
|
|
231,854
|
|
||
Accumulated other comprehensive income
|
9,549
|
|
|
1,370
|
|
||
Total stockholders’ equity
|
723,473
|
|
|
850,625
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,902,537
|
|
|
$
|
2,982,136
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Sales
|
$
|
348,382
|
|
|
$
|
174,890
|
|
|
$
|
680,620
|
|
|
$
|
336,210
|
|
Cost of sales
|
252,351
|
|
|
116,939
|
|
|
493,121
|
|
|
225,861
|
|
||||
Gross profit
|
96,031
|
|
|
57,951
|
|
|
187,499
|
|
|
110,349
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
37,628
|
|
|
24,104
|
|
|
79,516
|
|
|
46,713
|
|
||||
Research, development and engineering costs, net
|
13,640
|
|
|
13,063
|
|
|
30,946
|
|
|
25,608
|
|
||||
Other operating expenses, net
|
15,494
|
|
|
7,750
|
|
|
36,634
|
|
|
15,605
|
|
||||
Total operating expenses
|
66,762
|
|
|
44,917
|
|
|
147,096
|
|
|
87,926
|
|
||||
Operating income
|
29,269
|
|
|
13,034
|
|
|
40,403
|
|
|
22,423
|
|
||||
Interest expense, net
|
27,908
|
|
|
1,206
|
|
|
55,525
|
|
|
2,326
|
|
||||
Other expense (income), net
|
674
|
|
|
(107
|
)
|
|
(3,047
|
)
|
|
(1,658
|
)
|
||||
Income (loss) before provision for income taxes
|
687
|
|
|
11,935
|
|
|
(12,075
|
)
|
|
21,755
|
|
||||
Provision for income taxes
|
1,457
|
|
|
2,652
|
|
|
1,355
|
|
|
4,464
|
|
||||
Net income (loss)
|
$
|
(770
|
)
|
|
$
|
9,283
|
|
|
$
|
(13,430
|
)
|
|
$
|
17,291
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.03
|
)
|
|
$
|
0.36
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.68
|
|
Diluted
|
$
|
(0.03
|
)
|
|
$
|
0.35
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.66
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
30,767
|
|
|
25,473
|
|
|
30,743
|
|
|
25,369
|
|
||||
Diluted
|
30,767
|
|
|
26,313
|
|
|
30,743
|
|
|
26,264
|
|
||||
Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(770
|
)
|
|
$
|
9,283
|
|
|
$
|
(13,430
|
)
|
|
$
|
17,291
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gain (loss)
|
(9,701
|
)
|
|
214
|
|
|
9,059
|
|
|
(1,611
|
)
|
||||
Net change in cash flow hedges, net of tax
|
(1,247
|
)
|
|
(89
|
)
|
|
(880
|
)
|
|
(689
|
)
|
||||
Other comprehensive income (loss)
|
(10,948
|
)
|
|
125
|
|
|
8,179
|
|
|
(2,300
|
)
|
||||
Comprehensive income (loss)
|
$
|
(11,718
|
)
|
|
$
|
9,408
|
|
|
$
|
(5,251
|
)
|
|
$
|
14,991
|
|
|
Six Months Ended
|
||||||
|
July 1, 2016
|
|
July 3, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(13,430
|
)
|
|
$
|
17,291
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
45,048
|
|
|
18,194
|
|
||
Debt related amortization included in interest expense
|
3,581
|
|
|
387
|
|
||
Stock-based compensation
|
4,962
|
|
|
5,972
|
|
||
Other non-cash gains, net
|
(108
|
)
|
|
(19
|
)
|
||
Deferred income taxes
|
(3,776
|
)
|
|
(1,916
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
11,858
|
|
|
3,691
|
|
||
Inventories
|
(23,919
|
)
|
|
(10,851
|
)
|
||
Prepaid expenses and other current assets
|
(3,124
|
)
|
|
(1,322
|
)
|
||
Accounts payable
|
12,844
|
|
|
(848
|
)
|
||
Accrued expenses
|
(3,865
|
)
|
|
(7,239
|
)
|
||
Income taxes
|
3,683
|
|
|
(846
|
)
|
||
Net cash provided by operating activities
|
33,754
|
|
|
22,494
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of property, plant and equipment
|
(30,402
|
)
|
|
(22,174
|
)
|
||
Purchase of cost and equity method investments, net
|
(2,198
|
)
|
|
(4,500
|
)
|
||
Other investing activities
|
(682
|
)
|
|
691
|
|
||
Net cash used in investing activities
|
(33,282
|
)
|
|
(25,983
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments of long-term debt
|
(16,500
|
)
|
|
(5,000
|
)
|
||
Proceeds from issuance of long-term debt
|
57,000
|
|
|
—
|
|
||
Issuance of common stock
|
610
|
|
|
5,056
|
|
||
Payment of debt issuance costs
|
(781
|
)
|
|
—
|
|
||
Spin-off of cash and cash equivalents to Nuvectra Corporation
|
(76,256
|
)
|
|
—
|
|
||
Purchase of non-controlling interests
|
(6,818
|
)
|
|
—
|
|
||
Other financing activities
|
(3,983
|
)
|
|
(571
|
)
|
||
Net cash used in financing activities
|
(46,728
|
)
|
|
(515
|
)
|
||
Effect of foreign currency exchange rates on cash and cash equivalents
|
368
|
|
|
(482
|
)
|
||
Net decrease in cash and cash equivalents
|
(45,888
|
)
|
|
(4,486
|
)
|
||
Cash and cash equivalents, beginning of period
|
82,478
|
|
|
76,824
|
|
||
Cash and cash equivalents, end of period
|
$
|
36,590
|
|
|
$
|
72,338
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
||||||||||||||
|
|
|
|
|
Additional
|
|
Treasury
|
|
|
|
Other
|
|
Total
|
||||||||||||||||
|
Common Stock
|
|
Paid-In
|
|
Stock
|
|
Retained
|
|
Comprehensive
|
|
Stockholders’
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Capital
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
Income
|
|
Equity
|
||||||||||||||
At January 1, 2016
|
30,664
|
|
|
$
|
31
|
|
|
$
|
620,470
|
|
|
(63
|
)
|
|
$
|
(3,100
|
)
|
|
$
|
231,854
|
|
|
$
|
1,370
|
|
|
$
|
850,625
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
4,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,962
|
|
||||||
Net shares issued (acquired) under stock incentive plans
|
272
|
|
|
—
|
|
|
(596
|
)
|
|
(72
|
)
|
|
(2,780
|
)
|
|
—
|
|
|
—
|
|
|
(3,376
|
)
|
||||||
Spin-off of Nuvectra Corporation
|
—
|
|
|
—
|
|
|
5,241
|
|
|
—
|
|
|
—
|
|
|
(128,728
|
)
|
|
—
|
|
|
(123,487
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,430
|
)
|
|
—
|
|
|
(13,430
|
)
|
||||||
Total other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,179
|
|
|
8,179
|
|
||||||
At July 1, 2016
|
30,936
|
|
|
$
|
31
|
|
|
$
|
630,077
|
|
|
(135
|
)
|
|
$
|
(5,880
|
)
|
|
$
|
89,696
|
|
|
$
|
9,549
|
|
|
$
|
723,473
|
|
1.
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
2.
|
DIVESTITURE AND ACQUISITION
|
Assets divested
|
|
||
Cash and cash equivalents
|
$
|
76,256
|
|
Other current assets
|
977
|
|
|
Property, plant and equipment, net
|
4,407
|
|
|
Amortizing intangible assets, net
|
1,931
|
|
|
Goodwill
|
40,830
|
|
|
Deferred income taxes
|
6,446
|
|
|
Total assets divested
|
130,847
|
|
|
Liabilities transferred
|
|
||
Current liabilities
|
2,119
|
|
|
Net assets divested
|
$
|
128,728
|
|
2.
|
DIVESTITURE AND ACQUISITION (Continued)
|
Cash
|
$
|
478,490
|
|
Fair value of Integer common stock
|
245,368
|
|
|
Replacement stock options attributable to pre-acquisition service
|
4,508
|
|
|
Total purchase consideration
|
$
|
728,366
|
|
Assets acquired
|
|
||
Current assets
|
$
|
269,815
|
|
Property, plant and equipment
|
216,473
|
|
|
Amortizing intangible assets
|
849,000
|
|
|
Indefinite-lived intangible assets
|
70,000
|
|
|
Goodwill
|
665,720
|
|
|
Other non-current assets
|
1,629
|
|
|
Total assets acquired
|
2,072,637
|
|
|
Liabilities assumed
|
|
||
Current liabilities
|
103,836
|
|
|
Debt assumed
|
1,044,675
|
|
|
Other long-term liabilities
|
195,760
|
|
|
Total liabilities assumed
|
1,344,271
|
|
|
Net assets acquired
|
$
|
728,366
|
|
2.
|
DIVESTITURE AND ACQUISITION (Continued)
|
Amortizing Intangible Assets
|
|
Fair Value Assigned
|
|
Weighted Average Amortization Period (Years)
|
|
Estimated Useful Life (Years)
|
|
Weighted Average Discount Rate
|
||
Technology
|
|
$
|
160,000
|
|
|
7
|
|
19
|
|
11.5%
|
Customer lists
|
|
689,000
|
|
|
14
|
|
29
|
|
11.5%
|
|
|
|
$
|
849,000
|
|
|
13
|
|
27
|
|
11.5%
|
Indefinite-lived Intangible Assets
|
|
|
|
|
|
|
|
|
||
Trademarks and tradenames
|
|
$
|
70,000
|
|
|
N/A
|
|
N/A
|
|
11.5%
|
2.
|
DIVESTITURE AND ACQUISITION (Continued)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
|
July 3, 2015
|
|
July 3, 2015
|
||||
Sales
|
|
$
|
377,934
|
|
|
$
|
736,351
|
|
Net income
|
|
4,709
|
|
|
5,675
|
|
||
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.15
|
|
|
$
|
0.18
|
|
Diluted
|
|
$
|
0.15
|
|
|
$
|
0.18
|
|
2.
|
DIVESTITURE AND ACQUISITION (Continued)
|
|
Six Months Ended
|
||||||
(in thousands)
|
July 1, 2016
|
|
July 3, 2015
|
||||
Noncash investing and financing activities:
|
|
|
|
||||
Common stock contributed to 401(k) Plan
|
$
|
—
|
|
|
$
|
3,920
|
|
Property, plant and equipment purchases included in accounts payable
|
9,696
|
|
|
1,446
|
|
||
Purchase of technology included in accrued expenses
|
1,000
|
|
|
—
|
|
||
Divestiture of noncash assets
|
54,591
|
|
|
—
|
|
||
Divestiture of liabilities
|
2,119
|
|
|
—
|
|
4.
|
INVENTORIES
|
|
As of
|
||||||
|
July 1, 2016
|
|
January 1, 2016
|
||||
Raw materials
|
$
|
114,454
|
|
|
$
|
107,296
|
|
Work-in-process
|
103,747
|
|
|
93,729
|
|
||
Finished goods
|
58,078
|
|
|
51,141
|
|
||
Total
|
$
|
276,279
|
|
|
$
|
252,166
|
|
5.
|
INTANGIBLE ASSETS
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign
Currency
Translation
|
|
Net
Carrying
Amount
|
||||||||
At July 1, 2016
|
|
|
|
|
|
|
|
||||||||
Purchased technology and patents
|
$
|
256,719
|
|
|
$
|
(92,017
|
)
|
|
$
|
2,397
|
|
|
$
|
167,099
|
|
Customer lists
|
759,987
|
|
|
(50,389
|
)
|
|
3,264
|
|
|
712,862
|
|
||||
Other
|
4,534
|
|
|
(5,044
|
)
|
|
803
|
|
|
293
|
|
||||
Total amortizing intangible assets
|
$
|
1,021,240
|
|
|
$
|
(147,450
|
)
|
|
$
|
6,464
|
|
|
$
|
880,254
|
|
At January 1, 2016
|
|
|
|
|
|
|
|
||||||||
Purchased technology and patents
|
$
|
255,776
|
|
|
$
|
(83,708
|
)
|
|
$
|
1,444
|
|
|
$
|
173,512
|
|
Customer lists
|
761,857
|
|
|
(40,815
|
)
|
|
(986
|
)
|
|
720,056
|
|
||||
Other
|
4,534
|
|
|
(4,946
|
)
|
|
821
|
|
|
409
|
|
||||
Total amortizing intangible assets
|
$
|
1,022,167
|
|
|
$
|
(129,469
|
)
|
|
$
|
1,279
|
|
|
$
|
893,977
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Cost of sales
|
$
|
4,240
|
|
|
$
|
1,445
|
|
|
$
|
8,480
|
|
|
$
|
2,916
|
|
Selling, general and administrative expenses
|
5,123
|
|
|
1,830
|
|
|
10,259
|
|
|
3,643
|
|
||||
Research, development and engineering costs, net
|
151
|
|
|
103
|
|
|
239
|
|
|
206
|
|
||||
Total intangible asset amortization expense
|
$
|
9,514
|
|
|
$
|
3,378
|
|
|
$
|
18,978
|
|
|
$
|
6,765
|
|
|
Estimated
Amortization
Expense
|
||
Remainder of 2016
|
$
|
18,934
|
|
2017
|
44,050
|
|
|
2018
|
44,962
|
|
|
2019
|
45,044
|
|
|
2020
|
45,642
|
|
|
Thereafter
|
681,622
|
|
|
Total estimated amortization expense
|
$
|
880,254
|
|
|
Trademarks
and
Tradenames
|
||
At January 1, 2016
|
$
|
90,288
|
|
At July 1, 2016
|
$
|
90,288
|
|
5.
|
INTANGIBLE ASSETS (Continued)
|
|
Greatbatch Medical
|
|
QiG
|
|
Lake Region Medical
|
|
Total
|
||||||||
At January 1, 2016
|
$
|
303,929
|
|
|
$
|
50,096
|
|
|
$
|
659,545
|
|
|
$
|
1,013,570
|
|
Goodwill divested (Note 2)
|
—
|
|
|
(40,830
|
)
|
|
—
|
|
|
(40,830
|
)
|
||||
Purchase accounting adjustment (Note 2)
|
—
|
|
|
—
|
|
|
3,932
|
|
|
3,932
|
|
||||
Foreign currency translation
|
91
|
|
|
—
|
|
|
4,076
|
|
|
4,167
|
|
||||
At July 1, 2016
|
$
|
304,020
|
|
|
$
|
9,266
|
|
|
$
|
667,553
|
|
|
$
|
980,839
|
|
6.
|
DEBT
|
|
As of
|
||||||
|
July 1, 2016
|
|
January 1, 2016
|
||||
Senior secured term loan A
|
$
|
365,625
|
|
|
$
|
375,000
|
|
Senior secured term loan B
|
1,019,875
|
|
|
1,025,000
|
|
||
9.125% senior notes due 2023
|
360,000
|
|
|
360,000
|
|
||
Revolving line of credit
|
55,000
|
|
|
—
|
|
||
Less unamortized discount on term loan B and debt issuance costs
|
(43,644
|
)
|
|
(45,947
|
)
|
||
Total debt
|
1,756,856
|
|
|
1,714,053
|
|
||
Less current portion of long-term debt
|
29,000
|
|
|
29,000
|
|
||
Total long-term debt
|
$
|
1,727,856
|
|
|
$
|
1,685,053
|
|
6.
|
DEBT (Continued)
|
6.
|
DEBT (Continued)
|
Instrument
|
|
Type of Hedge
|
|
Notional Amount
|
|
Start Date
|
|
End Date
|
|
Pay Fixed Rate
|
|
Receive Current Floating Rate
|
|
Fair Value July 1, 2016
|
|
Balance Sheet Location
|
|||||||||
Interest Rate Swap
|
|
Cash Flow
|
|
$
|
200,000
|
|
|
|
Jun-17
|
|
Jun-20
|
|
1.1325
|
%
|
|
N/A
|
|
|
$
|
(1,819
|
)
|
|
|
Other Long-Term Liabilities
|
6.
|
DEBT (Continued)
|
At January 1, 2016
|
$
|
4,791
|
|
Amortization during the period
|
(496
|
)
|
|
At July 1, 2016
|
$
|
4,295
|
|
|
Debt Issuance Costs
|
|
Unamortized Discount on TLB Facility
|
|
Total
|
||||||
At January 1, 2016
|
$
|
35,908
|
|
|
$
|
10,039
|
|
|
$
|
45,947
|
|
Financing costs incurred
|
781
|
|
|
—
|
|
|
781
|
|
|||
Amortization during the period
|
(2,435
|
)
|
|
(649
|
)
|
|
(3,084
|
)
|
|||
At July 1, 2016
|
$
|
34,254
|
|
|
$
|
9,390
|
|
|
$
|
43,644
|
|
7.
|
BENEFIT PLANS
|
At January 1, 2016
|
$
|
7,121
|
|
Net defined benefit cost
|
390
|
|
|
Benefit payments
|
(70
|
)
|
|
Foreign currency translation
|
116
|
|
|
At July 1, 2016
|
$
|
7,557
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Service cost
|
$
|
110
|
|
|
$
|
78
|
|
|
$
|
218
|
|
|
$
|
157
|
|
Interest cost
|
45
|
|
|
15
|
|
|
88
|
|
|
30
|
|
||||
Amortization of net loss
|
47
|
|
|
12
|
|
|
93
|
|
|
26
|
|
||||
Expected return on plan assets
|
(4
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(6
|
)
|
||||
Net defined benefit cost
|
$
|
198
|
|
|
$
|
102
|
|
|
$
|
390
|
|
|
$
|
207
|
|
8.
|
STOCK-BASED COMPENSATION
|
•
|
Stock options
: Holders of Integer stock option awards continued to hold stock options to purchase the same number of shares of Integer common stock at an adjusted exercise price and one new Nuvectra stock option for every
three
Integer stock options held as of the Record Date, which, in the aggregate, preserved the fair value of the overall awards granted. The adjusted exercise price for Integer stock options was equal to approximately
93%
of the original exercise price. The stock option awards will continue to vest over their original vesting period.
|
•
|
Restricted stock and restricted stock units
: Holders of Integer restricted stock and restricted stock unit awards received one new share of Nuvectra restricted stock and restricted stock unit awards for every three Integer restricted stock and restricted stock unit awards held as of the Record Date. Integer restricted stock and restricted stock unit awards will continue to vest in accordance with their original performance metrics and over their original vesting period.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Stock options
|
$
|
585
|
|
|
$
|
663
|
|
|
$
|
1,194
|
|
|
$
|
1,282
|
|
Restricted stock and restricted stock units
|
1,542
|
|
|
1,746
|
|
|
3,768
|
|
|
3,380
|
|
||||
401(k) Plan stock contribution
|
—
|
|
|
1,310
|
|
|
—
|
|
|
1,310
|
|
||||
Total stock-based compensation expense
|
$
|
2,127
|
|
|
$
|
3,719
|
|
|
$
|
4,962
|
|
|
$
|
5,972
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
$
|
150
|
|
|
$
|
1,094
|
|
|
$
|
347
|
|
|
$
|
1,354
|
|
Selling, general and administrative expenses
|
1,528
|
|
|
2,148
|
|
|
3,183
|
|
|
3,909
|
|
||||
Research, development and engineering costs, net
|
116
|
|
|
477
|
|
|
293
|
|
|
709
|
|
||||
Other operating expenses, net
|
333
|
|
|
—
|
|
|
1,139
|
|
|
—
|
|
||||
Total stock-based compensation expense
|
$
|
2,127
|
|
|
$
|
3,719
|
|
|
$
|
4,962
|
|
|
$
|
5,972
|
|
|
Six Months Ended
|
||||||
|
July 1, 2016
|
|
July 3, 2015
|
||||
Weighted average fair value
|
$
|
9.41
|
|
|
$
|
12.18
|
|
Risk-free interest rate
|
1.58
|
%
|
|
1.55
|
%
|
||
Expected volatility
|
26
|
%
|
|
26
|
%
|
||
Expected life (in years)
|
5
|
|
|
5
|
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
8.
|
STOCK-BASED COMPENSATION (Continued)
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(In Years)
|
|
Aggregate
Intrinsic
Value
(In Millions)
|
|||||
Outstanding at January 1, 2016
|
1,678,900
|
|
|
$
|
28.32
|
|
|
|
|
|
||
Granted
|
235,856
|
|
|
50.69
|
|
|
|
|
|
|||
Exercised
|
(27,540
|
)
|
|
22.13
|
|
|
|
|
|
|||
Forfeited or expired
|
(37,708
|
)
|
|
45.04
|
|
|
|
|
|
|||
Adjustment due to Spin-off
|
—
|
|
|
(2.02
|
)
|
|
|
|
|
|||
Outstanding at July 1, 2016
|
1,849,508
|
|
|
$
|
28.91
|
|
|
6.1
|
|
$
|
14.3
|
|
Exercisable at July 1, 2016
|
1,443,941
|
|
|
$
|
23.91
|
|
|
5.3
|
|
$
|
14.3
|
|
|
Time-Vested
Activity
|
|
Weighted
Average
Fair Value
|
|||
Nonvested at January 1, 2016
|
39,235
|
|
|
$
|
47.40
|
|
Granted
|
46,474
|
|
|
51.48
|
|
|
Vested
|
(11,422
|
)
|
|
51.21
|
|
|
Forfeited
|
(8,165
|
)
|
|
48.92
|
|
|
Nonvested at July 1, 2016
|
66,122
|
|
|
$
|
49.42
|
|
|
Performance-
Vested
Activity
|
|
Weighted
Average
Fair Value
|
|||
Nonvested at January 1, 2016
|
577,825
|
|
|
$
|
25.11
|
|
Granted
|
156,730
|
|
|
31.59
|
|
|
Vested
|
(249,153
|
)
|
|
15.86
|
|
|
Forfeited
|
(68,237
|
)
|
|
32.33
|
|
|
Nonvested at July 1, 2016
|
417,165
|
|
|
$
|
31.87
|
|
9.
|
OTHER OPERATING EXPENSES, NET
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
2014 investments in capacity and capabilities
|
$
|
5,126
|
|
|
$
|
6,051
|
|
|
$
|
9,279
|
|
|
$
|
12,738
|
|
Orthopedic facilities optimization
|
162
|
|
|
518
|
|
|
299
|
|
|
991
|
|
||||
Legacy Lake Region Medical consolidations
|
2,088
|
|
|
—
|
|
|
4,447
|
|
|
—
|
|
||||
Acquisition and integration costs
|
7,859
|
|
|
98
|
|
|
17,824
|
|
|
164
|
|
||||
Asset dispositions, severance and other
|
259
|
|
|
1,083
|
|
|
4,785
|
|
|
1,712
|
|
||||
|
$
|
15,494
|
|
|
$
|
7,750
|
|
|
$
|
36,634
|
|
|
$
|
15,605
|
|
•
|
Functions performed at the Company’s facility in Plymouth, MN to manufacture catheters and introducers will transfer into the Company’s existing facility in Tijuana, Mexico. This initiative will be substantially completed in the second half of 2016 and is dependent upon our customers’ validation and qualification of the transferred products.
|
•
|
Functions performed at the Company’s facilities in Beaverton, OR and Raynham, MA to manufacture products for the portable medical market were transferred to a new facility in Tijuana, Mexico. Products manufactured at the Beaverton facility, which do not serve the portable medical market, were transferred to the Company’s Raynham facility. This initiative was substantially completed during the first quarter of 2016.
|
•
|
The design engineering responsibilities previously performed at the Company’s Cleveland, OH facility were transferred to the Company’s facilities in Minnesota in 2015.
|
•
|
The realignment of the Company’s commercial sales operations was completed in 2015.
|
|
Severance and
Retention
|
|
Accelerated
Depreciation/Asset
Write-offs
|
|
Other
|
|
Total
|
||||||||
At January 1, 2016
|
$
|
1,429
|
|
|
$
|
—
|
|
|
$
|
1,595
|
|
|
$
|
3,024
|
|
Restructuring charges
|
—
|
|
|
1,581
|
|
|
7,698
|
|
|
9,279
|
|
||||
Write-offs
|
—
|
|
|
(1,581
|
)
|
|
—
|
|
|
(1,581
|
)
|
||||
Cash payments
|
(1,235
|
)
|
|
—
|
|
|
(7,386
|
)
|
|
(8,621
|
)
|
||||
At July 1, 2016
|
$
|
194
|
|
|
$
|
—
|
|
|
$
|
1,907
|
|
|
$
|
2,101
|
|
9.
|
OTHER OPERATING EXPENSES, NET (Continued)
|
•
|
Severance and retention: approximately
$11.0 million
;
|
•
|
Accelerated depreciation and asset write-offs: approximately
$13.0 million
; and
|
•
|
Other:
$21.0 million
–
$24.0 million
|
|
Severance
and
Retention
|
|
Accelerated
Depreciation/Asset
Write-offs
|
|
Other
|
|
Total
|
||||||||
At January 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
—
|
|
|
—
|
|
|
299
|
|
|
299
|
|
||||
Cash payments
|
—
|
|
|
—
|
|
|
(299
|
)
|
|
(299
|
)
|
||||
At July 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Employee costs:
$5.0 million
-
$6.0 million
; and
|
•
|
Other:
$8.0 million
-
$9.0 million
.
|
9.
|
OTHER OPERATING EXPENSES, NET (Continued)
|
|
Employee Costs
|
|
Other
|
|
Total
|
||||||
At January 1, 2016
|
$
|
3,667
|
|
|
$
|
596
|
|
|
$
|
4,263
|
|
Restructuring charges
|
3,428
|
|
|
1,019
|
|
|
4,447
|
|
|||
Cash payments
|
(4,768
|
)
|
|
(1,121
|
)
|
|
(5,889
|
)
|
|||
At July 1, 2016
|
$
|
2,327
|
|
|
$
|
494
|
|
|
$
|
2,821
|
|
10.
|
INCOME TAXES
|
11.
|
COMMITMENTS AND CONTINGENCIES
|
At January 1, 2016
|
$
|
3,316
|
|
Additions to warranty reserve
|
1,163
|
|
|
Warranty claims settled
|
(1,427
|
)
|
|
At July 1, 2016
|
$
|
3,052
|
|
11.
|
COMMITMENTS AND CONTINGENCIES (Continued)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Addition in cost of sales
|
$
|
768
|
|
|
$
|
420
|
|
|
$
|
1,387
|
|
|
$
|
664
|
|
Ineffective portion of change in fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Instrument
|
|
Type of
Hedge
|
|
Aggregate
Notional
Amount
|
|
Start
Date
|
|
End
Date
|
|
$/Peso
|
|
Fair
Value
|
|
Balance Sheet Location
|
|||||
FX Contract
|
|
Cash flow
|
|
$
|
8,240
|
|
|
Jan 2016
|
|
Dec 2016
|
|
0.0584
|
|
|
$
|
(634
|
)
|
|
Accrued Expenses
|
FX Contract
|
|
Cash flow
|
|
$
|
5,591
|
|
|
Apr 2016
|
|
Dec 2016
|
|
0.0565
|
|
|
$
|
(251
|
)
|
|
Accrued Expenses
|
12.
|
EARNINGS (LOSS) PER SHARE (“EPS”)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Numerator for basic and diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
(770
|
)
|
|
$
|
9,283
|
|
|
$
|
(13,430
|
)
|
|
$
|
17,291
|
|
Denominator for basic EPS:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
30,767
|
|
|
25,473
|
|
|
30,743
|
|
|
25,369
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options, restricted stock and restricted stock units
|
—
|
|
|
840
|
|
|
—
|
|
|
895
|
|
||||
Denominator for diluted EPS
|
30,767
|
|
|
26,313
|
|
|
30,743
|
|
|
26,264
|
|
||||
Basic EPS
|
$
|
(0.03
|
)
|
|
$
|
0.36
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.68
|
|
Diluted EPS
|
$
|
(0.03
|
)
|
|
$
|
0.35
|
|
|
$
|
(0.44
|
)
|
|
$
|
0.66
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||
Time-vested stock options, restricted stock and restricted stock units
|
1,916
|
|
|
276
|
|
|
1,916
|
|
|
297
|
|
Performance-vested restricted stock units
|
417
|
|
|
60
|
|
|
417
|
|
|
56
|
|
13.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
At April 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(1,827
|
)
|
|
$
|
22,369
|
|
|
$
|
19,363
|
|
|
$
|
1,134
|
|
|
$
|
20,497
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(2,687
|
)
|
|
—
|
|
|
(2,687
|
)
|
|
940
|
|
|
(1,747
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
768
|
|
|
—
|
|
|
768
|
|
|
(268
|
)
|
|
500
|
|
||||||
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
(9,701
|
)
|
|
(9,701
|
)
|
|
—
|
|
|
(9,701
|
)
|
||||||
At July 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(3,746
|
)
|
|
$
|
12,668
|
|
|
$
|
7,743
|
|
|
$
|
1,806
|
|
|
$
|
9,549
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
At January 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(2,392
|
)
|
|
$
|
3,609
|
|
|
$
|
38
|
|
|
$
|
1,332
|
|
|
$
|
1,370
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(2,741
|
)
|
|
—
|
|
|
(2,741
|
)
|
|
959
|
|
|
(1,782
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
1,387
|
|
|
—
|
|
|
1,387
|
|
|
(485
|
)
|
|
902
|
|
||||||
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
9,059
|
|
|
9,059
|
|
|
—
|
|
|
9,059
|
|
||||||
At July 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(3,746
|
)
|
|
$
|
12,668
|
|
|
$
|
7,743
|
|
|
$
|
1,806
|
|
|
$
|
9,549
|
|
13.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
At April 3, 2015
|
$
|
(1,181
|
)
|
|
$
|
(3,480
|
)
|
|
$
|
9,625
|
|
|
$
|
4,964
|
|
|
$
|
1,734
|
|
|
$
|
6,698
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(840
|
)
|
|
—
|
|
|
(840
|
)
|
|
295
|
|
|
(545
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
420
|
|
|
—
|
|
|
420
|
|
|
(147
|
)
|
|
273
|
|
||||||
Realized loss on interest rate swap hedges
|
—
|
|
|
281
|
|
|
—
|
|
|
281
|
|
|
(98
|
)
|
|
183
|
|
||||||
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
214
|
|
|
214
|
|
|
—
|
|
|
214
|
|
||||||
At July 3, 2015
|
$
|
(1,181
|
)
|
|
$
|
(3,619
|
)
|
|
$
|
9,839
|
|
|
$
|
5,039
|
|
|
$
|
1,784
|
|
|
$
|
6,823
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
At January 2, 2015
|
$
|
(1,181
|
)
|
|
$
|
(2,558
|
)
|
|
$
|
11,450
|
|
|
$
|
7,711
|
|
|
$
|
1,412
|
|
|
$
|
9,123
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(2,187
|
)
|
|
—
|
|
|
(2,187
|
)
|
|
766
|
|
|
(1,421
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
664
|
|
|
—
|
|
|
664
|
|
|
(232
|
)
|
|
432
|
|
||||||
Realized loss on interest rate swap hedges
|
—
|
|
|
462
|
|
|
—
|
|
|
462
|
|
|
(162
|
)
|
|
300
|
|
||||||
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
(1,611
|
)
|
|
(1,611
|
)
|
|
—
|
|
|
(1,611
|
)
|
||||||
At July 3, 2015
|
$
|
(1,181
|
)
|
|
$
|
(3,619
|
)
|
|
$
|
9,839
|
|
|
$
|
5,039
|
|
|
$
|
1,784
|
|
|
$
|
6,823
|
|
14.
|
FAIR VALUE MEASUREMENTS
|
14.
|
FAIR VALUE MEASUREMENTS (Continued)
|
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
At
July 1, |
|
Quoted
Prices in
Active Markets
for Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Description
|
|
2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts (Note 11)
|
|
$
|
885
|
|
|
$
|
—
|
|
|
$
|
885
|
|
|
$
|
—
|
|
Interest rate swap (Note 6)
|
|
$
|
1,819
|
|
|
$
|
—
|
|
|
$
|
1,819
|
|
|
$
|
—
|
|
14.
|
FAIR VALUE MEASUREMENTS (Continued)
|
15.
|
BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION
|
15.
|
BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION (Continued)
|
•
|
Advanced Surgical, Orthopedics, and Portable Medical:
Includes legacy Greatbatch Orthopedics and Portable Medical product line sales plus the legacy Lake Region Medical Advanced Surgical product line sales. Products include components, sub-assemblies, finished devices, implants, instruments and delivery systems for a range of surgical technologies to the advanced surgical market, including laparoscopy, orthopedics and general surgery, biopsy and drug delivery, joint preservation and reconstruction, arthroscopy, and engineered tubing solutions. Products also include life-saving and life-enhancing applications comprising of automated external defibrillators, portable oxygen concentrators, ventilators, and powered surgical tools.
|
•
|
Cardio and Vascular:
Includes the legacy Greatbatch Vascular product line sales plus the legacy Lake Region Medical Cardio and Vascular product line sales less the legacy Lake Region Medical Cardiac/Neuromodulation sales. Products include introducers, steerable sheaths, guidewires, catheters, and stimulation therapy components, subassemblies and finished devices that deliver therapies for various markets such as coronary and neurovascular disease, peripheral vascular disease, interventional radiology, vascular access, atrial fibrillation, and interventional cardiology, plus products for medical imaging and pharmaceutical delivery.
|
•
|
Cardiac/Neuromodulation:
Includes the legacy Greatbatch Cardiac/Neuromodulation and QiG sales plus the legacy Lake Region Medical Cardiac/Neuromodulation sales previously included in their Cardio and Vascular product line sales. Products include batteries, capacitors, filtered and unfiltered feed-throughs, engineered components, implantable stimulation leads, and enclosures used in implantable medical devices.
|
•
|
Electrochem:
Includes the legacy Greatbatch Energy, Military and Environmental product line sales. Products include primary (lithium) cells, and primary and secondary battery packs for demanding applications such as down hole drilling tools.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Product line sales:
|
|
|
|
|
|
|
|
||||||||
Advanced Surgical, Orthopedics, and Portable Medical
|
$
|
104,317
|
|
|
$
|
53,181
|
|
|
$
|
195,646
|
|
|
$
|
105,819
|
|
Cardio and Vascular
|
144,219
|
|
|
12,907
|
|
|
277,869
|
|
|
23,263
|
|
||||
Cardiac/Neuromodulation
|
91,623
|
|
|
92,257
|
|
|
188,698
|
|
|
172,873
|
|
||||
Electrochem
|
9,819
|
|
|
16,545
|
|
|
21,491
|
|
|
34,255
|
|
||||
Elimination of interproduct line sales
|
(1,596
|
)
|
|
—
|
|
|
(3,084
|
)
|
|
—
|
|
||||
Total sales
|
348,382
|
|
|
174,890
|
|
|
$
|
680,620
|
|
|
$
|
336,210
|
|
15.
|
BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION (Continued)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Business segment sales:
|
|
|
|
|
|
|
|
||||||||
Greatbatch Medical
|
$
|
141,167
|
|
|
$
|
172,786
|
|
|
$
|
272,773
|
|
|
$
|
329,763
|
|
QiG
|
2,747
|
|
|
2,741
|
|
|
6,121
|
|
|
7,788
|
|
||||
Lake Region Medical
|
204,934
|
|
|
—
|
|
|
403,209
|
|
|
—
|
|
||||
Elimination of intersegment sales
(a)
|
(466
|
)
|
|
(637
|
)
|
|
(1,483
|
)
|
|
(1,341
|
)
|
||||
Total sales
|
348,382
|
|
|
174,890
|
|
|
$
|
680,620
|
|
|
$
|
336,210
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Segment income (loss) from operations:
|
|
|
|
|
|
|
|
||||||||
Greatbatch Medical
|
$
|
14,564
|
|
|
$
|
28,914
|
|
|
$
|
25,579
|
|
|
$
|
50,667
|
|
QiG
|
(700
|
)
|
|
(7,002
|
)
|
|
(5,909
|
)
|
|
(12,452
|
)
|
||||
Lake Region Medical
|
27,356
|
|
|
—
|
|
|
48,555
|
|
|
—
|
|
||||
Total segment income from operations
|
41,220
|
|
|
21,912
|
|
|
68,225
|
|
|
38,215
|
|
||||
Unallocated operating expenses
|
(11,951
|
)
|
|
(8,878
|
)
|
|
(27,822
|
)
|
|
(15,792
|
)
|
||||
Operating income
|
29,269
|
|
|
13,034
|
|
|
40,403
|
|
|
22,423
|
|
||||
Unallocated expenses, net
|
(28,582
|
)
|
|
(1,099
|
)
|
|
(52,478
|
)
|
|
(668
|
)
|
||||
Income (loss) before provision for income taxes
|
$
|
687
|
|
|
$
|
11,935
|
|
|
$
|
(12,075
|
)
|
|
$
|
21,755
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Sales by geographic area:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
204,090
|
|
|
$
|
75,041
|
|
|
$
|
406,213
|
|
|
$
|
145,557
|
|
Non-Domestic locations:
|
|
|
|
|
|
|
|
||||||||
Puerto Rico
|
39,344
|
|
|
37,415
|
|
|
78,472
|
|
|
71,431
|
|
||||
Belgium
|
20,491
|
|
|
16,018
|
|
|
38,657
|
|
|
33,385
|
|
||||
Rest of world
|
84,457
|
|
|
46,416
|
|
|
157,278
|
|
|
85,837
|
|
||||
Total sales
|
$
|
348,382
|
|
|
$
|
174,890
|
|
|
$
|
680,620
|
|
|
$
|
336,210
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
Customer A
|
17%
|
|
20%
|
|
18%
|
|
21%
|
Customer B
|
15%
|
|
18%
|
|
15%
|
|
18%
|
Customer C
|
13%
|
|
12%
|
|
13%
|
|
13%
|
Total
|
45%
|
|
50%
|
|
46%
|
|
52%
|
15.
|
BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION (Continued)
|
|
As of
|
||||||
|
July 1, 2016
|
|
January 1, 2016
|
||||
United States
|
$
|
265,208
|
|
|
$
|
264,556
|
|
Rest of world
|
118,021
|
|
|
114,936
|
|
||
Total
|
$
|
383,229
|
|
|
$
|
379,492
|
|
16.
|
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
|
16.
|
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS (Continued)
|
•
|
future sales, expenses and profitability;
|
•
|
future development and expected growth of our business and industry;
|
•
|
our ability to execute our business model and our business strategy;
|
•
|
our ability to identify trends within our industries and to offer products and services that meet the changing needs of those markets;
|
•
|
our ability to remain in compliance with our debt covenants; and
|
•
|
projected capital expenditures.
|
|
Three Months Ended
|
||||||||||||||||||||||
|
July 1,
2016 |
|
July 3,
2015 |
||||||||||||||||||||
(in thousands except per share amounts)
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
||||||||||||
Income (loss) and diluted EPS as reported (GAAP)
|
$
|
687
|
|
|
$
|
(770
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
11,935
|
|
|
$
|
9,283
|
|
|
$
|
0.35
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
(a)
|
9,514
|
|
|
6,732
|
|
|
0.22
|
|
|
3,378
|
|
|
2,359
|
|
|
0.09
|
|
||||||
IP related litigation (SG&A)
(a)(b)
|
285
|
|
|
185
|
|
|
0.01
|
|
|
1,459
|
|
|
948
|
|
|
0.04
|
|
||||||
Consolidation and optimization expenses (OOE)
(a)(c)
|
7,376
|
|
|
5,975
|
|
|
0.19
|
|
|
6,569
|
|
|
5,361
|
|
|
0.20
|
|
||||||
Acquisition and integration expenses (OOE)
(a)(d)
|
7,859
|
|
|
5,145
|
|
|
0.16
|
|
|
98
|
|
|
70
|
|
|
—
|
|
||||||
Asset dispositions, severance and other (OOE)
(a)(e)
|
259
|
|
|
197
|
|
|
0.01
|
|
|
1,083
|
|
|
698
|
|
|
0.03
|
|
||||||
Loss (gain) on cost and equity method investments, net (other expense (income), net)
(a)
|
124
|
|
|
81
|
|
|
—
|
|
|
(42
|
)
|
|
(27
|
)
|
|
—
|
|
||||||
R&D Tax Credit
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|
0.02
|
|
||||||
Taxes
(a)
|
(8,559
|
)
|
|
—
|
|
|
—
|
|
|
(5,388
|
)
|
|
—
|
|
|
—
|
|
||||||
Adjusted net income and diluted EPS (Non-GAAP)
(g)
|
$
|
17,545
|
|
|
$
|
17,545
|
|
|
$
|
0.56
|
|
|
$
|
19,092
|
|
|
$
|
19,092
|
|
|
$
|
0.73
|
|
Adjusted effective tax rate/diluted weighted average shares
(a)(h)
|
32.8
|
%
|
|
31,228
|
|
|
|
|
|
22.0
|
%
|
|
26,313
|
|
|
|
|
|
Six Months Ended
|
||||||||||||||||||||||
|
July 1,
2016 |
|
July 3,
2015 |
||||||||||||||||||||
(in thousands except per share amounts)
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
||||||||||||
Income (loss) and diluted EPS as reported (GAAP)
|
$
|
(12,075
|
)
|
|
$
|
(13,430
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
21,755
|
|
|
$
|
17,291
|
|
|
$
|
0.66
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
(a)
|
18,978
|
|
|
13,423
|
|
|
0.43
|
|
|
6,765
|
|
|
4,725
|
|
|
0.18
|
|
||||||
IP related litigation (SG&A)
(a)(b)
|
2,192
|
|
|
1,425
|
|
|
0.05
|
|
|
2,159
|
|
|
1,403
|
|
|
0.05
|
|
||||||
Consolidation and optimization expenses (OOE)
(a)(c)
|
14,025
|
|
|
11,289
|
|
|
0.36
|
|
|
13,729
|
|
|
10,899
|
|
|
0.41
|
|
||||||
Acquisition and integration expenses (OOE)
(a)(d)
|
17,824
|
|
|
11,656
|
|
|
0.37
|
|
|
164
|
|
|
116
|
|
|
—
|
|
||||||
Asset dispositions, severance and other (OOE)
(a)(e)
|
4,785
|
|
|
4,423
|
|
|
0.14
|
|
|
1,712
|
|
|
1,132
|
|
|
0.04
|
|
||||||
Gain on cost and equity method investments, net (other expense (income), net)
(a)
|
(1,177
|
)
|
|
(765
|
)
|
|
(0.02
|
)
|
|
(540
|
)
|
|
(351
|
)
|
|
(0.01
|
)
|
||||||
R&D Tax Credit
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
800
|
|
|
0.03
|
|
||||||
Taxes
(a)
|
(16,531
|
)
|
|
—
|
|
|
—
|
|
|
(9,729
|
)
|
|
—
|
|
|
—
|
|
||||||
Adjusted net income and diluted EPS (Non-GAAP)
(g)
|
$
|
28,021
|
|
|
$
|
28,021
|
|
|
$
|
0.90
|
|
|
$
|
36,015
|
|
|
$
|
36,015
|
|
|
$
|
1.37
|
|
Adjusted effective tax rate/diluted weighted average shares
(a)(h)
|
37.1
|
%
|
|
31,257
|
|
|
|
|
|
21.3
|
%
|
|
26,264
|
|
|
|
(a)
|
The difference between pre-tax and net income amounts is the estimated tax impact related to the respective adjustment. Net income amounts are computed using a 35% U.S., Mexico, Germany and France statutory tax rate, a 0% Swiss tax rate, a 20% Netherlands statutory tax rate, a 25% Uruguay statutory tax rate, and a 12.5% Ireland statutory tax rate. Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.
|
(b)
|
In 2013, we filed suit against AVX Corporation alleging they were infringing our intellectual property. Given the complexity and significant costs incurred pursuing this litigation, we are excluding these litigation expenses from adjusted amounts. This matter proceeded to trial during the first quarter of 2016 and a federal jury awarded the Company $37.5 million in damages. To date, no gains have been recognized in connection with this litigation.
|
(c)
|
During 2016 and 2015, we incurred costs primarily related to the transfer of our Beaverton, OR, portable medical and Plymouth, MN, vascular manufacturing operations to Tijuana, Mexico. Additionally, with the acquisition of Lake Region Medical, 2016 costs also include expenses incurred in connection with the closure of Lake Region Medical’s Arvada, CO, site and the consolidation of its two Galway, Ireland sites, which was initiated by Lake Region Medical in 2014.
|
(d)
|
During 2016, we incurred acquisition and integration costs related to the acquisition of Lake Region Medical, which was acquired in October 2015. During 2015, we incurred costs related to the integration of CCC Medical Devices, which was acquired in August 2014.
|
(e)
|
Costs primarily include legal and professional fees incurred in connection with the Spin-off, which was completed in March 2016.
|
(f)
|
The 2015 Federal R&D tax credit was enacted during the fourth quarter of 2015 and has been permanently reinstated. Amounts assume that the tax credit was effective at the beginning of the year for 2015.
|
(g)
|
The per share data in this table has been rounded to the nearest $0.01 and therefore may not sum to the total.
|
(h)
|
The three and six-month 2016 adjusted diluted weighted average shares include 461,000 and 514,000 shares, respectively, related to outstanding equity awards that were not dilutive for GAAP diluted EPS purposes.
|
•
|
The organic constant currency decline in sales as discussed above;
|
•
|
A $26.7 million and $53.2 million increase in interest expense for the quarter and six month comparisons, respectively, due to the debt incurred in connection with the Lake Region Medical acquisition in October 2015;
|
•
|
The additional 5 million shares issued in connection with the Lake Region Medical acquisition;
|
•
|
The decrease in GAAP diluted EPS for the second quarter and six month periods was also attributable to $15.8 million and $38.8 million, respectively, of consolidation, IP related litigation, acquisition, integration and Spin-off related expenses compared to $9.2 million and $17.8 million, respectively, for the comparable 2015 periods. These costs are included in GAAP results, but are excluded from adjusted amounts; and
|
•
|
The decrease in GAAP and adjusted diluted EPS for the second quarter and six month periods was partially offset by 1) $27.4 million and $48.6 million, respectively, of operating income added from Lake Region Medical; 2) approximately $8 million and $13 million, respectively, of synergies realized in connection with the Lake Region Medical acquisition; and 3) approximately $6 million of lower costs (primarily RD&E and SG&A) for the quarter and six month periods as a result of the Spin-off in March 2016.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1,
|
|
July 3,
|
|
July 1,
|
|
July 3,
|
||||||||
(dollars in thousands)
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss) as reported (GAAP)
|
$
|
(770
|
)
|
|
$
|
9,283
|
|
|
$
|
(13,430
|
)
|
|
$
|
17,291
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
27,908
|
|
|
1,206
|
|
|
55,525
|
|
|
2,326
|
|
||||
Provision for income taxes
|
1,457
|
|
|
2,652
|
|
|
1,355
|
|
|
4,464
|
|
||||
Depreciation
|
13,121
|
|
|
5,638
|
|
|
26,070
|
|
|
11,429
|
|
||||
Amortization
|
9,514
|
|
|
3,378
|
|
|
18,978
|
|
|
6,765
|
|
||||
EBITDA (Non-GAAP)
|
51,230
|
|
|
22,157
|
|
|
88,498
|
|
|
42,275
|
|
||||
|
|
|
|
|
|
|
|
||||||||
IP related litigation
|
285
|
|
|
1,459
|
|
|
2,192
|
|
|
2,159
|
|
||||
Stock-based compensation expense
|
1,794
|
|
|
3,719
|
|
|
3,823
|
|
|
5,972
|
|
||||
Consolidation and optimization expenses
|
7,376
|
|
|
6,569
|
|
|
14,025
|
|
|
13,729
|
|
||||
Acquisition and integration expenses
|
7,859
|
|
|
98
|
|
|
17,824
|
|
|
164
|
|
||||
Asset dispositions, severance and other
|
259
|
|
|
1,083
|
|
|
4,785
|
|
|
1,712
|
|
||||
Noncash (gain) loss on cost and equity method investments
|
124
|
|
|
(42
|
)
|
|
(515
|
)
|
|
(540
|
)
|
||||
Adjusted EBITDA (Non-GAAP)
|
$
|
68,927
|
|
|
$
|
35,043
|
|
|
$
|
130,632
|
|
|
$
|
65,471
|
|
Adjusted EBITDA as a % of sales (Non-GAAP)
|
19.8
|
%
|
|
20.0
|
%
|
|
19.2
|
%
|
|
19.5
|
%
|
Product Line
|
|
Product Development Opportunities
|
Advanced Surgical, Orthopedics, and Portable Medical
|
|
Developing a portfolio of single use products and instruments for the orthopedics market.
|
|
|
Developing a portfolio of wireless products for the portable medical and orthopedic markets.
|
|
|
|
Cardio and Vascular
|
|
Developing a portfolio of catheter, wire-based, sensor and coating products for the cardio and vascular markets.
|
|
|
|
Cardiac/Neuromodulation
|
|
Developing next generation technology programs including the Gen 2 Q
HR
battery, next generation filtered feedthroughs, high voltage capacitors and vertically integrated lead solutions.
|
|
|
|
Electrochem
|
|
Developing power solutions to advance performance and reliability of battery packs in critical environments.
|
Initiative
|
|
Expected Expense
|
|
Expected Capital
|
|
Expected Benefit to Operating Income
(a)
|
|
Expected Completion Date
|
2014 investments in capacity and capabilities
|
|
$42 - $48
|
|
$25 - $28
|
|
> $20
|
|
2016
|
Orthopedic facilities optimization
|
|
$45 - $48
|
|
$30 - $35
|
|
$15 - $20
|
|
2017
|
Legacy Lake Region Medical consolidations
|
|
$13 - $15
|
|
$3 - $4
|
|
$8 - $9
|
|
2016
|
(a)
|
Represents the annual benefit to our operating income expected to be realized from these initiatives through cost savings and/or increased capacity. These benefits will be phased in over time as the various initiatives are completed.
|
•
|
Cardio and Vascular
- Includes the legacy Greatbatch Vascular product line sales plus the legacy Lake Region Medical Cardio and Vascular product line sales less the legacy Lake Region Medical Cardiac/Neuromodulation sales.
|
•
|
Cardiac/Neuromodulation
- Includes the legacy Greatbatch Cardiac/Neuromodulation and QiG sales plus the legacy Lake Region Medical Cardiac/Neuromodulation sales previously included in their Cardio and Vascular product line sales.
|
•
|
Electrochem
- Includes the legacy Greatbatch Energy, Military and Environmental product line sales.
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
July 1,
|
|
July 3,
|
|
Change
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Sales:
|
|
|
|
|
|
|
|
|||||||
Advanced Surgical, Orthopedics, and Portable Medical
|
$
|
104,317
|
|
|
$
|
53,181
|
|
|
$
|
51,136
|
|
|
96
|
%
|
Cardio and Vascular
|
144,219
|
|
|
12,907
|
|
|
131,312
|
|
|
N/A
|
|
|||
Cardiac/Neuromodulation
|
91,623
|
|
|
92,257
|
|
|
(634
|
)
|
|
(1
|
)%
|
|||
Electrochem
|
9,819
|
|
|
16,545
|
|
|
(6,726
|
)
|
|
(41
|
)%
|
|||
Elimination of interproduct line sales
|
(1,596
|
)
|
|
—
|
|
|
(1,596
|
)
|
|
N/A
|
|
|||
Total Sales
|
348,382
|
|
|
174,890
|
|
|
173,492
|
|
|
99
|
%
|
|||
Cost of sales
|
252,351
|
|
|
116,939
|
|
|
135,412
|
|
|
116
|
%
|
|||
Gross profit
|
96,031
|
|
|
57,951
|
|
|
38,080
|
|
|
66
|
%
|
|||
Gross profit as a % of sales
|
27.6
|
%
|
|
33.1
|
%
|
|
|
|
|
|||||
Selling, general and administrative expenses (“SG&A”)
|
37,628
|
|
|
24,104
|
|
|
13,524
|
|
|
56
|
%
|
|||
SG&A as a % of sales
|
10.8
|
%
|
|
13.8
|
%
|
|
|
|
|
|||||
Research, development and engineering costs, net (“RD&E”)
|
13,640
|
|
|
13,063
|
|
|
577
|
|
|
4
|
%
|
|||
RD&E as a % of sales
|
3.9
|
%
|
|
7.5
|
%
|
|
|
|
|
|||||
Other operating expenses, net
|
15,494
|
|
|
7,750
|
|
|
7,744
|
|
|
100
|
%
|
|||
Operating income
|
29,269
|
|
|
13,034
|
|
|
16,235
|
|
|
125
|
%
|
|||
Operating margin
|
8.4
|
%
|
|
7.5
|
%
|
|
|
|
|
|||||
Interest expense, net
|
27,908
|
|
|
1,206
|
|
|
26,702
|
|
|
N/A
|
|
|||
Other expense (income), net
|
674
|
|
|
(107
|
)
|
|
781
|
|
|
N/A
|
|
|||
Provision for income taxes
|
1,457
|
|
|
2,652
|
|
|
(1,195
|
)
|
|
(45
|
)%
|
|||
Effective tax rate
|
N/A
|
|
|
22.2
|
%
|
|
|
|
|
|||||
Net income (loss)
|
$
|
(770
|
)
|
|
$
|
9,283
|
|
|
$
|
(10,053
|
)
|
|
(108
|
)%
|
Net margin
|
(0.2
|
)%
|
|
5.3
|
%
|
|
|
|
|
|||||
Diluted earnings (loss) per share
|
$
|
(0.03
|
)
|
|
$
|
0.35
|
|
|
$
|
(0.38
|
)
|
|
(109
|
)%
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
July 1,
|
|
July 3,
|
|
Change
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Sales:
|
|
|
|
|
|
|
|
|||||||
Advanced Surgical, Orthopedics, and Portable Medical
|
$
|
195,646
|
|
|
$
|
105,819
|
|
|
$
|
89,827
|
|
|
85
|
%
|
Cardio and Vascular
|
277,869
|
|
|
23,263
|
|
|
254,606
|
|
|
N/A
|
|
|||
Cardiac/Neuromodulation
|
188,698
|
|
|
172,873
|
|
|
15,825
|
|
|
9
|
%
|
|||
Electrochem
|
21,491
|
|
|
34,255
|
|
|
(12,764
|
)
|
|
(37
|
)%
|
|||
Elimination of interproduct line sales
|
(3,084
|
)
|
|
—
|
|
|
(3,084
|
)
|
|
N/A
|
|
|||
Total Sales
|
680,620
|
|
|
336,210
|
|
|
344,410
|
|
|
102
|
%
|
|||
Cost of sales
|
493,121
|
|
|
225,861
|
|
|
267,260
|
|
|
118
|
%
|
|||
Gross profit
|
187,499
|
|
|
110,349
|
|
|
77,150
|
|
|
70
|
%
|
|||
Gross profit as a % of sales
|
27.5
|
%
|
|
32.8
|
%
|
|
|
|
|
|||||
SG&A
|
79,516
|
|
|
46,713
|
|
|
32,803
|
|
|
70
|
%
|
|||
SG&A as a % of sales
|
11.7
|
%
|
|
13.9
|
%
|
|
|
|
|
|||||
RD&E
|
30,946
|
|
|
25,608
|
|
|
5,338
|
|
|
21
|
%
|
|||
RD&E as a % of sales
|
4.5
|
%
|
|
7.6
|
%
|
|
|
|
|
|||||
Other operating expenses, net
|
36,634
|
|
|
15,605
|
|
|
21,029
|
|
|
135
|
%
|
|||
Operating income
|
40,403
|
|
|
22,423
|
|
|
17,980
|
|
|
80
|
%
|
|||
Operating margin
|
5.9
|
%
|
|
6.7
|
%
|
|
|
|
|
|||||
Interest expense, net
|
55,525
|
|
|
2,326
|
|
|
53,199
|
|
|
N/A
|
|
|||
Other income, net
|
(3,047
|
)
|
|
(1,658
|
)
|
|
(1,389
|
)
|
|
84
|
%
|
|||
Provision for income taxes
|
1,355
|
|
|
4,464
|
|
|
(3,109
|
)
|
|
(70
|
)%
|
|||
Effective tax rate
|
(11.2
|
)%
|
|
20.5
|
%
|
|
|
|
|
|||||
Net income (loss)
|
$
|
(13,430
|
)
|
|
$
|
17,291
|
|
|
$
|
(30,721
|
)
|
|
(178
|
)%
|
Net margin
|
(2.0
|
)%
|
|
5.1
|
%
|
|
|
|
|
|||||
Diluted earnings (loss) per share
|
$
|
(0.44
|
)
|
|
$
|
0.66
|
|
|
$
|
(1.10
|
)
|
|
(167
|
)%
|
|
Change From Prior Year
|
||||
|
Three
Months
|
|
Six
Months
|
||
Impact of Lake Region Medical
(a)
|
(2.4
|
)%
|
|
(3.4
|
)%
|
Production efficiencies, volume and mix
(b)
|
(5.8
|
)%
|
|
(3.4
|
)%
|
Performance-based compensation
(c)
|
1.9
|
%
|
|
0.9
|
%
|
Price
(d)
|
(0.5
|
)%
|
|
(0.4
|
)%
|
Other
|
1.3
|
%
|
|
1.0
|
%
|
Total percentage point change to gross profit as a percentage of sales
|
(5.5
|
)%
|
|
(5.3
|
)%
|
(a)
|
Amount represents the impact to our Gross Margin related to Lake Region Medical, which was acquired in October 2015 and historically had lower Gross Margins than Greatbatch Medical.
|
(b)
|
Our Gross Margin for 2016 was negatively impacted by lower production volumes, as well as a higher mix of sales of lower margin products partially offset by production efficiencies gained as a result of our investments in capacity and capabilities.
|
(c)
|
Amount represents the change in performance-based compensation versus the prior year and is recorded based upon the actual results achieved.
|
(d)
|
Our Gross Margin for 2016 was negatively impacted by price concessions given to our larger OEM customers in return for long-term volume commitments.
|
|
Change From Prior Year
|
||||||
|
Three
Months
|
|
Six
Months
|
||||
Performance-based compensation
(a)
|
$
|
(1,027
|
)
|
|
$
|
(275
|
)
|
Legal fees
(b)
|
(1,543
|
)
|
|
(581
|
)
|
||
Nuvectra SG&A
(c)
|
(2,058
|
)
|
|
(2,363
|
)
|
||
Impact of Lake Region Medical acquisition
(d)
|
17,653
|
|
|
36,353
|
|
||
Other
|
499
|
|
|
(331
|
)
|
||
Net increase in SG&A
|
$
|
13,524
|
|
|
$
|
32,803
|
|
(a)
|
Amounts represent the change in performance-based compensation versus the prior year period and is recorded based upon actual results achieved.
|
(b)
|
Amounts represent the change in legal costs compared to the prior year period and includes IP related defense costs, as well as other corporate initiatives. In 2013, we filed suit against one of our cardiac/neuromodulation competitors alleging they were infringing on our IP. In January 2016, a jury returned a verdict finding in favor of Integer and awarded us $37.5 million in damages. The finding is subject to post-trial proceedings, including a possible appeal by our competitor. We have not recorded any gains in connection with this litigation as no cash has been received. Costs associated with this litigation accounted for $1.2 million of the quarter over quarter decrease in SG&A expenses from 2015 to 2016 as the trial for this litigation concluded in the first quarter of 2016.
|
(c)
|
Amounts represent the decrease in SG&A costs attributable to Nuvectra, which was spun-off in March 2016.
|
(d)
|
Amounts represent the incremental SG&A expenses from Lake Region Medical, which was acquired in October 2015.
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
Research, development and engineering costs
|
$
|
15,180
|
|
|
$
|
15,273
|
|
|
$
|
33,378
|
|
|
$
|
29,103
|
|
Less: cost reimbursements
|
(1,540
|
)
|
|
(2,210
|
)
|
|
(2,432
|
)
|
|
(3,495
|
)
|
||||
Total RD&E, net
|
$
|
13,640
|
|
|
$
|
13,063
|
|
|
$
|
30,946
|
|
|
$
|
25,608
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
July 1, 2016
|
|
July 3, 2015
|
|
July 1, 2016
|
|
July 3, 2015
|
||||||||
2014 investments in capacity and capabilities
(a)
|
$
|
5,126
|
|
|
$
|
6,051
|
|
|
$
|
9,279
|
|
|
$
|
12,738
|
|
Orthopedic facilities optimization
(a)
|
162
|
|
|
518
|
|
|
299
|
|
|
991
|
|
||||
Legacy Lake Region Medical consolidations
(a)
|
2,088
|
|
|
—
|
|
|
4,447
|
|
|
—
|
|
||||
Acquisition and integration costs
(b)
|
7,859
|
|
|
98
|
|
|
17,824
|
|
|
164
|
|
||||
Asset dispositions, severance and other
(c)
|
259
|
|
|
1,083
|
|
|
4,785
|
|
|
1,712
|
|
||||
Total other operating expenses, net
|
$
|
15,494
|
|
|
$
|
7,750
|
|
|
$
|
36,634
|
|
|
$
|
15,605
|
|
(a)
|
Refer to “Cost Savings and Consolidation Efforts” section of this Item and Note 9 “Other Operating Expenses, Net” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for disclosures related to the timing and level of remaining expenditures for these initiatives.
|
(b)
|
During the second quarter and first six months of 2016, we incurred $0.4 million and $1.8 million, respectively in transaction costs related to the acquisition of Lake Region Medical, which primarily included professional and consulting fees. Additionally, during the second quarter and first six months of 2016, we incurred $7.2 million and $16.0 million, respectively, in Lake Region Medical integration costs, which primarily included change-in-control payments to former Lake Region Medical executives, as well as professional, consulting, severance, retention, relocation, and travel costs. Refer to Note 9 “Other Operating Expenses, Net” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for disclosures related to the timing and level of remaining expenditures for acquisition and integration costs.
|
(c)
|
During the first six months of 2016 and 2015, we incurred legal and professional costs in connection with the Spin-off of Nuvectra of $4.4 million ($0.08 million in the second quarter of 2016) and $1.5 million ($1.0 million in the second quarter of 2015), respectively. Refer to Note 2 “Divestiture and Acquisition” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for additional discussion on the Spin-off.
|
|
As of
|
||||||
(Dollars in thousands)
|
July 1, 2016
|
|
January 1, 2016
|
||||
Cash and cash equivalents
|
$
|
36,590
|
|
|
$
|
82,478
|
|
Working capital
|
$
|
316,611
|
|
|
$
|
360,764
|
|
Current ratio
|
2.46
|
|
|
2.69
|
|
a.
|
Evaluation of Disclosure Controls and Procedures
|
b.
|
Changes in Internal Control Over Financial Reporting
|
•
|
Lake Region Medical Holdings, Inc.
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 5.
|
OTHER INFORMATION
|
ITEM 6.
|
EXHIBITS
|
Dated:
|
August 9, 2016
|
|
INTEGER HOLDINGS CORPORATION
|
||
|
|
|
|
||
|
|
|
By:
|
|
/s/ Thomas J. Hook
|
|
|
|
|
|
Thomas J. Hook
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Michael Dinkins
|
|
|
|
|
|
Michael Dinkins
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Thomas J. Mazza
|
|
|
|
|
|
Thomas J. Mazza
|
|
|
|
|
|
Vice President, Corporate Controller and Treasurer
|
|
|
|
|
|
(Principal Accounting Officer)
|
Exhibit No.
|
|
Description
|
|
|
|
3.1*
|
|
Restated Certificate of Incorporation of Integer Holdings Corporation
|
|
|
|
3.2*
|
|
By-laws of Integer Holdings Corporation
|
|
|
|
10.1*
|
|
Amendment No. 1 to the Transition Services Agreement between Greatbatch, Inc. and Nuvectra Corporation
|
|
|
|
10.2*
|
|
Employment Agreement, dated August 5, 2016, between Integer Holdings Corporation and Thomas J. Hook
|
|
|
|
10.3*
|
|
Amended and Restated Change of Control Agreement, dated August 5, 2016, between Integer Holdings Corporation and Thomas J. Hook
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
|
|
|
|
32.1**
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Extension Calculation Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Extension Presentation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Extension Definition Linkbase Document
|
1.
|
The name of the corporation is INTEGER HOLDINGS CORPORATION (the “Corporation”).
|
2.
|
The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 13, 1997 under the name WGL Holdings, Inc. A subsequent Amended and Restated Certificate of Incorporation under the name Wilson Greatbatch Technologies, Inc. was filed with the Secretary of State of the State of Delaware on September 25, 2000, which has been subsequently amended.
|
3.
|
That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed restatement of the Amended and Restated Certificate of Incorporation of the Corporation.
|
4.
|
That said restatement was duly adopted in accordance with the provisions of Section 245 of the General Corporation Law of the State of Delaware. The restatement only restates and integrates and does not further amend the provisions of the Corporation’s Amended and Restated Certificate of Incorporation as theretofore amended, and that there is no discrepancy between those provisions and the provisions of the Restated Certificate of Incorporation set forth herein.
|
5.
|
The Restated Certificate of Incorporation is hereby restated to read in its entirety as follows:
|
|
(i)
|
100,000,000 shares of Preferred Stock, $.001 par value per share, and
|
|
(ii)
|
100,000,000 shares of Common Stock, $.001 par value per share.
|
|
|
INTEGER HOLDINGS CORPORATION
|
|
|
|
|
|
|
|
By:
|
/s/ Timothy G. McEvoy
|
|
|
Name:
|
Timothy G. McEvoy
|
|
|
Title:
|
Senior Vice President, Secretary and General Counsel
|
•
|
A report on all expenses submitted by Nuvectra field sales representatives, Paul Hanchin, Tom Hickman, Alan Mock, Jennifer Armstrong and Scott Drees;
|
•
|
A report listing all business meals over $75 that involves only one attendee, such report to include the actual report and receipts submitted by the applicable Nuvectra employee;
|
•
|
A report listing all business meals over $300 regardless of the number of attendees, such report to include the actual report and receipts submitted by the applicable Nuvectra employee; and
|
•
|
A report listing all expense reports submitted in a month where the aggregate amount of expenses for the applicable Nuvectra employee is more than $2,000.
|
|
|
GREATBATCH, INC.
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Mazza
|
|
|
|
Name:
|
Thomas J. Mazza
|
|
|
|
Title:
|
Vice President & Corporate Controller
|
|
|
|
NUVECTRA CORPORATION
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Walter Berger
|
|
|
|
Name:
|
Walter Berger
|
|
|
|
Title:
|
Chief Financial Officer
|
|
(1)
|
All stock options, restricted stock and/or other equity-based awards granted to the Executive which vest based on the passage of time which have not yet vested on the date the Executive is terminated on account of Executive’s permanent disability, will become fully vested on the date the Executive’s employment is terminated.
|
(2)
|
All stock options, restricted stock and/or other equity-based awards granted to the Executive which vest based on achievement of performance metrics with respect to which the Executive has not yet vested on the date Executive is terminated on account of Executive’s permanent disability will continue in effect and will become vested to the extent provided for in the plan or award agreement under which such awards are granted.
|
(1)
|
All stock options, restricted stock and/or other equity-based awards granted to the Executive which vest based on the passage of time which have not yet vested on the date of the Executive’s death, will become fully vested on the date of the Executive’s death.
|
(2)
|
All stock options, restricted stock and/or other equity-based awards granted to the Executive which vest based on achievement of performance metrics with respect to which the Executive has not yet vested on the date of Executive’s death will continue in effect will become vested to the extent provided for in the plan or award agreement under which such awards are granted.
|
(1)
|
All stock options, restricted stock and/or other equity-based awards granted to the Executive which vest based on the passage of time which have not yet vested on the date of the Executive’s termination without cause, will become fully vested on the date of the Executive’s termination without cause.
|
(2)
|
With respect to all stock options, restricted stock and/or other equity-based awards granted to the Executive which vest based on achievement of performance metrics with respect to which the Executive has not yet vested on the date of Executive’s termination without cause (
“Termination Date
”), they will continue in effect, and be eligible for vesting after such termination of employment based on the achievement of the performance metrics to the extent (if any) that the plan or award agreement under which such awards so provides and
|
(3)
|
For the purposes of clause (2) above, a partial calendar month shall be taken into account as a fraction of a month, the numerator of which is equal to the number of days which have elapsed in such calendar month through the Executive’s Termination Date, and the denominator of which is the total number of days in such calendar month. The Corporation shall notify the Executive of the number of options or restricted shares (or other equity awards) which vested at such time as awards for the plan year are generally determined to executives who are actively employed by the Company.
|
|
/s/ Thomas J. Hook
|
|
|
Thomas J. Hook
|
|
|
|
|
|
|
|
|
INTEGER HOLDINGS CORPORATION
|
|
|
|
|
|
/s/ Bill R. Sanford
|
|
|
Bill R. Sanford, Chairman of the Board
|
|
|
|
|
|
and
|
|
|
|
|
|
/s/ Peter H. Soderberg
|
|
|
Peter H. Soderberg
|
|
|
Chair, Compensation and Organization Committee
|
|
|
|
INTEGER HOLDINGS CORPORATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Timothy G. McEvoy
|
|
|
|
|
Timothy G. McEvoy
|
|
|
|
|
Senior Vice President, General Counsel & Secretary
|
|
|
EXECUTIVE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Thomas J. Hook
|
|
|
|
|
Thomas J. Hook
|
|
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended July 1, 2016 of Integer Holdings Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
|
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated:
|
August 9, 2016
|
|
/s/ Thomas J. Hook
|
|
|
|
Thomas J. Hook
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended July 1, 2016 of Integer Holdings Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
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d.
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated:
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August 9, 2016
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/s/ Michael Dinkins
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Michael Dinkins
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|
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Executive Vice President and Chief Financial Officer
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|
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(Principal Financial Officer)
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Dated:
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August 9, 2016
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|
/s/ Thomas J. Hook
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Thomas J. Hook
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President and Chief Executive Officer
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|
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(Principal Executive Officer)
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|
|
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Dated:
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August 9, 2016
|
|
/s/ Michael Dinkins
|
|
|
|
Michael Dinkins
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|