|
Delaware
|
|
16-1531026
|
(State of
Incorporation)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
Large accelerated filer
|
ý
|
|
Accelerated filer
|
¨
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|
|
|
|
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
¨
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Page No.
|
|
||
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|
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ITEM 1.
|
||
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ITEM 2.
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||
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ITEM 3.
|
||
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ITEM 4.
|
||
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||
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ITEM 1.
|
||
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ITEM 1A.
|
||
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ITEM 6.
|
||
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|
|
|
As of
|
||||||
|
September 30, 2016
|
|
January 1, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
44,995
|
|
|
$
|
82,478
|
|
Accounts receivable, net of allowance for doubtful accounts of $1.1 million and $1.0 million, respectively
|
191,409
|
|
|
207,342
|
|
||
Inventories
|
262,232
|
|
|
252,166
|
|
||
Refundable income taxes
|
3,257
|
|
|
11,730
|
|
||
Prepaid expenses and other current assets
|
23,246
|
|
|
20,888
|
|
||
Total current assets
|
525,139
|
|
|
574,604
|
|
||
Property, plant and equipment, net
|
381,671
|
|
|
379,492
|
|
||
Amortizing intangible assets, net
|
872,659
|
|
|
893,977
|
|
||
Indefinite-lived intangible assets
|
90,288
|
|
|
90,288
|
|
||
Goodwill
|
977,335
|
|
|
1,013,570
|
|
||
Deferred income taxes
|
3,081
|
|
|
3,587
|
|
||
Other assets
|
30,794
|
|
|
26,618
|
|
||
Total assets
|
$
|
2,880,967
|
|
|
$
|
2,982,136
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
29,000
|
|
|
$
|
29,000
|
|
Accounts payable
|
86,290
|
|
|
84,362
|
|
||
Income taxes payable
|
2,641
|
|
|
3,221
|
|
||
Accrued expenses
|
81,960
|
|
|
97,257
|
|
||
Total current liabilities
|
199,891
|
|
|
213,840
|
|
||
Long-term debt
|
1,717,164
|
|
|
1,685,053
|
|
||
Deferred income taxes
|
207,183
|
|
|
221,804
|
|
||
Other long-term liabilities
|
15,704
|
|
|
10,814
|
|
||
Total liabilities
|
2,139,942
|
|
|
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; 30,939,907 and 30,664,119 shares issued, respectively; 30,805,320 and 30,601,167 shares outstanding, respectively
|
31
|
|
|
31
|
|
||
Additional paid-in capital
|
632,409
|
|
|
620,470
|
|
||
Treasury stock, at cost, 134,587 and 62,952 shares, respectively
|
(5,880
|
)
|
|
(3,100
|
)
|
||
Retained earnings
|
101,154
|
|
|
231,854
|
|
||
Accumulated other comprehensive income
|
13,311
|
|
|
1,370
|
|
||
Total stockholders’ equity
|
741,025
|
|
|
850,625
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,880,967
|
|
|
$
|
2,982,136
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Sales
|
$
|
346,567
|
|
|
$
|
146,637
|
|
|
$
|
1,027,187
|
|
|
$
|
482,847
|
|
Cost of sales
|
248,658
|
|
|
94,991
|
|
|
741,779
|
|
|
320,852
|
|
||||
Gross profit
|
97,909
|
|
|
51,646
|
|
|
285,408
|
|
|
161,995
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative expenses
|
36,265
|
|
|
22,308
|
|
|
115,781
|
|
|
69,021
|
|
||||
Research, development and engineering costs, net
|
11,412
|
|
|
14,299
|
|
|
42,358
|
|
|
39,907
|
|
||||
Other operating expenses, net
|
13,370
|
|
|
13,844
|
|
|
50,004
|
|
|
29,449
|
|
||||
Total operating expenses
|
61,047
|
|
|
50,451
|
|
|
208,143
|
|
|
138,377
|
|
||||
Operating income
|
36,862
|
|
|
1,195
|
|
|
77,265
|
|
|
23,618
|
|
||||
Interest expense, net
|
27,870
|
|
|
5,825
|
|
|
83,395
|
|
|
8,151
|
|
||||
Other expense (income), net
|
275
|
|
|
(4,636
|
)
|
|
(2,772
|
)
|
|
(6,294
|
)
|
||||
Income (loss) before provision (benefit) for income taxes
|
8,717
|
|
|
6
|
|
|
(3,358
|
)
|
|
21,761
|
|
||||
Provision (benefit) for income taxes
|
(2,741
|
)
|
|
(16
|
)
|
|
(1,386
|
)
|
|
4,448
|
|
||||
Net income (loss)
|
$
|
11,458
|
|
|
$
|
22
|
|
|
$
|
(1,972
|
)
|
|
$
|
17,313
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.37
|
|
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.68
|
|
Diluted
|
$
|
0.37
|
|
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.66
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
30,782
|
|
|
25,536
|
|
|
30,756
|
|
|
25,424
|
|
||||
Diluted
|
31,153
|
|
|
26,441
|
|
|
30,756
|
|
|
26,372
|
|
||||
Comprehensive Income
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
11,458
|
|
|
$
|
22
|
|
|
$
|
(1,972
|
)
|
|
$
|
17,313
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gain (loss)
|
3,191
|
|
|
144
|
|
|
12,250
|
|
|
(1,467
|
)
|
||||
Net change in cash flow hedges, net of tax
|
571
|
|
|
689
|
|
|
(309
|
)
|
|
—
|
|
||||
Other comprehensive income (loss)
|
3,762
|
|
|
833
|
|
|
11,941
|
|
|
(1,467
|
)
|
||||
Comprehensive income
|
$
|
15,220
|
|
|
$
|
855
|
|
|
$
|
9,969
|
|
|
$
|
15,846
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2016
|
|
October 2, 2015
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
(1,972
|
)
|
|
$
|
17,313
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
67,414
|
|
|
26,941
|
|
||
Debt related amortization included in interest expense
|
5,387
|
|
|
5,368
|
|
||
Stock-based compensation
|
7,179
|
|
|
9,044
|
|
||
Other non-cash losses (gains), net
|
1,938
|
|
|
(1,549
|
)
|
||
Deferred income taxes
|
(12,519
|
)
|
|
(3,614
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
12,510
|
|
|
17,395
|
|
||
Inventories
|
(10,010
|
)
|
|
(34,992
|
)
|
||
Prepaid expenses and other current assets
|
(4,663
|
)
|
|
(1,371
|
)
|
||
Accounts payable
|
4,885
|
|
|
3,347
|
|
||
Accrued expenses
|
(5,650
|
)
|
|
(5,823
|
)
|
||
Income taxes
|
7,300
|
|
|
(1,074
|
)
|
||
Net cash provided by operating activities
|
71,799
|
|
|
30,985
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of property, plant and equipment
|
(46,968
|
)
|
|
(31,307
|
)
|
||
Purchase of cost and equity method investments, net
|
(2,917
|
)
|
|
(6,300
|
)
|
||
Other investing activities
|
(1,000
|
)
|
|
732
|
|
||
Net cash used in investing activities
|
(50,885
|
)
|
|
(36,875
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments of long-term debt
|
(28,750
|
)
|
|
(7,500
|
)
|
||
Proceeds from issuance of long-term debt
|
57,000
|
|
|
—
|
|
||
Issuance of common stock
|
723
|
|
|
5,988
|
|
||
Payment of debt issuance costs
|
(781
|
)
|
|
—
|
|
||
Distribution of cash and cash equivalents to Nuvectra Corporation
|
(76,256
|
)
|
|
—
|
|
||
Purchase of non-controlling interests
|
(6,818
|
)
|
|
—
|
|
||
Other financing activities
|
(3,983
|
)
|
|
(318
|
)
|
||
Net cash used in financing activities
|
(58,865
|
)
|
|
(1,830
|
)
|
||
Effect of foreign currency exchange rates on cash and cash equivalents
|
468
|
|
|
(510
|
)
|
||
Net decrease in cash and cash equivalents
|
(37,483
|
)
|
|
(8,230
|
)
|
||
Cash and cash equivalents, beginning of period
|
82,478
|
|
|
76,824
|
|
||
Cash and cash equivalents, end of period
|
$
|
44,995
|
|
|
$
|
68,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
—
|
|
|
—
|
|
|
7,179
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,179
|
|
||||||
Net shares issued (acquired) under stock incentive plans
|
276
|
|
|
—
|
|
|
(481
|
)
|
|
(72
|
)
|
|
(2,780
|
)
|
|
—
|
|
|
—
|
|
|
(3,261
|
)
|
||||||
Spin-off of Nuvectra Corporation
|
—
|
|
|
—
|
|
|
5,241
|
|
|
—
|
|
|
—
|
|
|
(128,728
|
)
|
|
—
|
|
|
(123,487
|
)
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,972
|
)
|
|
—
|
|
|
(1,972
|
)
|
||||||
Total other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,941
|
|
|
11,941
|
|
||||||
At September 30, 2016
|
30,940
|
|
|
$
|
31
|
|
|
$
|
632,409
|
|
|
(135
|
)
|
|
$
|
(5,880
|
)
|
|
$
|
101,154
|
|
|
$
|
13,311
|
|
|
$
|
741,025
|
|
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
|
660,670
|
|
|
Other non-current assets
|
1,629
|
|
|
Total assets acquired
|
2,067,587
|
|
|
Liabilities assumed
|
|
||
Current liabilities
|
103,986
|
|
|
Debt assumed
|
1,044,675
|
|
|
Other long-term liabilities
|
190,560
|
|
|
Total liabilities assumed
|
1,339,221
|
|
|
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
|
|
Nine Months Ended
|
||||
|
|
October 2, 2015
|
|
October 2, 2015
|
||||
Sales
|
|
$
|
349,561
|
|
|
$
|
1,085,912
|
|
Net loss
|
|
(9,215
|
)
|
|
(3,540
|
)
|
||
Loss per share:
|
|
|
|
|
||||
Basic
|
|
$
|
(0.30
|
)
|
|
$
|
(0.12
|
)
|
Diluted
|
|
$
|
(0.30
|
)
|
|
$
|
(0.12
|
)
|
2.
|
DIVESTITURE AND ACQUISITION (Continued)
|
|
Nine Months Ended
|
||||||
(in thousands)
|
September 30, 2016
|
|
October 2, 2015
|
||||
Noncash investing and financing activities:
|
|
|
|
||||
Property, plant and equipment purchases included in accounts payable
|
$
|
5,062
|
|
|
$
|
892
|
|
Purchase of technology included in accrued expenses
|
1,000
|
|
|
—
|
|
||
Common stock contributed to 401(k) Plan
|
—
|
|
|
3,920
|
|
||
Deferred financing costs included in accounts payable
|
—
|
|
|
7,922
|
|
||
Divestiture of noncash assets
|
54,591
|
|
|
—
|
|
||
Divestiture of liabilities
|
2,119
|
|
|
—
|
|
4.
|
INVENTORIES
|
|
As of
|
||||||
|
September 30, 2016
|
|
January 1, 2016
|
||||
Raw materials
|
$
|
114,335
|
|
|
$
|
107,296
|
|
Work-in-process
|
99,892
|
|
|
93,729
|
|
||
Finished goods
|
48,005
|
|
|
51,141
|
|
||
Total
|
$
|
262,232
|
|
|
$
|
252,166
|
|
5.
|
INTANGIBLE ASSETS
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign
Currency
Translation
|
|
Net
Carrying
Amount
|
||||||||
At September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Purchased technology and patents
|
$
|
256,719
|
|
|
$
|
(96,381
|
)
|
|
$
|
2,750
|
|
|
$
|
163,088
|
|
Customer lists
|
759,987
|
|
|
(55,416
|
)
|
|
4,771
|
|
|
709,342
|
|
||||
Other
|
4,534
|
|
|
(5,126
|
)
|
|
821
|
|
|
229
|
|
||||
Total amortizing intangible assets
|
$
|
1,021,240
|
|
|
$
|
(156,923
|
)
|
|
$
|
8,342
|
|
|
$
|
872,659
|
|
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
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Cost of sales
|
$
|
4,228
|
|
|
$
|
1,324
|
|
|
$
|
12,708
|
|
|
$
|
4,240
|
|
Selling, general and administrative expenses
|
5,109
|
|
|
1,831
|
|
|
15,368
|
|
|
5,474
|
|
||||
Research, development and engineering costs, net
|
136
|
|
|
88
|
|
|
375
|
|
|
294
|
|
||||
Total intangible asset amortization expense
|
$
|
9,473
|
|
|
$
|
3,243
|
|
|
$
|
28,451
|
|
|
$
|
10,008
|
|
|
Estimated
Amortization
Expense
|
||
Remainder of 2016
|
$
|
9,478
|
|
2017
|
44,129
|
|
|
2018
|
45,048
|
|
|
2019
|
45,135
|
|
|
2020
|
45,734
|
|
|
Thereafter
|
683,135
|
|
|
Total estimated amortization expense
|
$
|
872,659
|
|
|
Trademarks
and
Tradenames
|
||
At January 1, 2016
|
$
|
90,288
|
|
At September 30, 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 adjustments (Note 2)
|
—
|
|
|
—
|
|
|
(1,118
|
)
|
|
(1,118
|
)
|
||||
Foreign currency translation
|
123
|
|
|
—
|
|
|
5,590
|
|
|
5,713
|
|
||||
At September 30, 2016
|
$
|
304,052
|
|
|
$
|
9,266
|
|
|
$
|
664,017
|
|
|
$
|
977,335
|
|
6.
|
DEBT
|
|
As of
|
||||||
|
September 30, 2016
|
|
January 1, 2016
|
||||
Senior secured term loan A
|
$
|
360,938
|
|
|
$
|
375,000
|
|
Senior secured term loan B
|
1,017,312
|
|
|
1,025,000
|
|
||
9.125% senior notes due 2023
|
360,000
|
|
|
360,000
|
|
||
Revolving line of credit
|
50,000
|
|
|
—
|
|
||
Less unamortized discount on term loan B and debt issuance costs
|
(42,086
|
)
|
|
(45,947
|
)
|
||
Total debt
|
1,746,164
|
|
|
1,714,053
|
|
||
Less current portion of long-term debt
|
29,000
|
|
|
29,000
|
|
||
Total long-term debt
|
$
|
1,717,164
|
|
|
$
|
1,685,053
|
|
6.
|
DEBT (Continued)
|
6.
|
DEBT (Continued)
|
Remaining in 2016
|
$
|
7,250
|
|
2017
|
31,344
|
|
|
2018
|
40,719
|
|
|
2019
|
47,750
|
|
|
2020
|
97,750
|
|
|
Thereafter
|
1,563,437
|
|
|
Total
|
$
|
1,788,250
|
|
6.
|
DEBT (Continued)
|
Notional Amount
|
|
Start Date
|
|
End Date
|
|
Pay Fixed Rate
|
|
Receive Current Floating Rate
|
|
Fair Value
|
|
Balance Sheet Location
|
||||||
$
|
200,000
|
|
|
Jun-17
|
|
Jun-20
|
|
1.1325
|
%
|
|
N/A
|
|
|
$
|
(974
|
)
|
|
Other Long-Term Liabilities
|
$
|
250,000
|
|
|
Jul-16
|
|
Jun-17
|
|
0.615
|
%
|
|
0.53
|
%
|
|
$
|
75
|
|
|
Prepaid Expenses and Other Current Assets
|
At January 1, 2016
|
$
|
4,791
|
|
Amortization during the period
|
(745
|
)
|
|
At September 30, 2016
|
$
|
4,046
|
|
|
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
|
(3,669
|
)
|
|
(973
|
)
|
|
(4,642
|
)
|
|||
At September 30, 2016
|
$
|
33,020
|
|
|
$
|
9,066
|
|
|
$
|
42,086
|
|
7.
|
BENEFIT PLANS
|
At January 1, 2016
|
$
|
7,121
|
|
Net defined benefit cost
|
584
|
|
|
Benefit payments
|
(76
|
)
|
|
Foreign currency translation
|
125
|
|
|
At September 30, 2016
|
$
|
7,754
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Service cost
|
$
|
108
|
|
|
$
|
76
|
|
|
$
|
326
|
|
|
$
|
233
|
|
Interest cost
|
44
|
|
|
15
|
|
|
132
|
|
|
45
|
|
||||
Amortization of net loss
|
47
|
|
|
13
|
|
|
140
|
|
|
39
|
|
||||
Expected return on plan assets
|
(5
|
)
|
|
(2
|
)
|
|
(14
|
)
|
|
(8
|
)
|
||||
Net defined benefit cost
|
$
|
194
|
|
|
$
|
102
|
|
|
$
|
584
|
|
|
$
|
309
|
|
8.
|
STOCK-BASED COMPENSATION
|
•
|
Stock options
: Holders of the Company’s 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 the Company’s 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
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Stock options
|
$
|
663
|
|
|
$
|
697
|
|
|
$
|
1,857
|
|
|
$
|
1,979
|
|
Restricted stock and restricted stock units
|
1,554
|
|
|
1,701
|
|
|
5,322
|
|
|
5,081
|
|
||||
401(k) Plan stock contribution
|
—
|
|
|
674
|
|
|
—
|
|
|
1,984
|
|
||||
Total stock-based compensation expense
|
$
|
2,217
|
|
|
$
|
3,072
|
|
|
$
|
7,179
|
|
|
$
|
9,044
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of sales
|
$
|
158
|
|
|
$
|
685
|
|
|
$
|
505
|
|
|
$
|
2,039
|
|
Selling, general and administrative expenses
|
1,677
|
|
|
1,981
|
|
|
4,860
|
|
|
5,890
|
|
||||
Research, development and engineering costs, net
|
115
|
|
|
361
|
|
|
408
|
|
|
1,070
|
|
||||
Other operating expenses, net
|
267
|
|
|
45
|
|
|
1,406
|
|
|
45
|
|
||||
Total stock-based compensation expense
|
$
|
2,217
|
|
|
$
|
3,072
|
|
|
$
|
7,179
|
|
|
$
|
9,044
|
|
|
Nine Months Ended
|
||||||
|
September 30, 2016
|
|
October 2, 2015
|
||||
Weighted average fair value
|
$
|
9.25
|
|
|
$
|
12.18
|
|
Risk-free interest rate
|
1.56
|
%
|
|
1.55
|
%
|
||
Expected volatility
|
26
|
%
|
|
26
|
%
|
||
Expected life (in years)
|
5
|
|
|
5
|
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
8.
|
STOCK-BASED COMPENSATION (Continued)
|
|
Time-Vested
Activity
|
|
Weighted Average Fair Value
|
|||
Nonvested at January 1, 2016
|
39,235
|
|
|
$
|
47.40
|
|
Granted
|
48,702
|
|
|
50.15
|
|
|
Vested
|
(15,391
|
)
|
|
51.39
|
|
|
Forfeited
|
(10,835
|
)
|
|
48.67
|
|
|
Nonvested at September 30, 2016
|
61,711
|
|
|
$
|
48.35
|
|
|
Performance-
Vested
Activity
|
|
Weighted
Average
Fair Value
|
|||
Nonvested at January 1, 2016
|
577,825
|
|
|
$
|
25.11
|
|
Granted
|
163,651
|
|
|
31.20
|
|
|
Vested
|
(249,153
|
)
|
|
15.86
|
|
|
Forfeited
|
(119,005
|
)
|
|
32.15
|
|
|
Nonvested at September 30, 2016
|
373,318
|
|
|
$
|
31.70
|
|
9.
|
OTHER OPERATING EXPENSES, NET
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
2014 investments in capacity and capabilities
|
$
|
4,542
|
|
|
$
|
5,116
|
|
|
$
|
13,821
|
|
|
$
|
17,854
|
|
Orthopedic facilities optimization
|
329
|
|
|
357
|
|
|
628
|
|
|
1,348
|
|
||||
Lake Region Medical consolidations
|
2,908
|
|
|
—
|
|
|
7,355
|
|
|
—
|
|
||||
Acquisition and integration costs
|
5,319
|
|
|
5,202
|
|
|
23,143
|
|
|
5,366
|
|
||||
Asset dispositions, severance and other
|
272
|
|
|
3,169
|
|
|
5,057
|
|
|
4,881
|
|
||||
|
$
|
13,370
|
|
|
$
|
13,844
|
|
|
$
|
50,004
|
|
|
$
|
29,449
|
|
•
|
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 is expected to be substantially completed in the first half of 2017 and is dependent upon our customers’ validation and qualification of the transferred products as well as regulatory approvals worldwide.
|
•
|
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 half of 2016. The final closure of the Beaverton, OR site will occur in the fourth 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
|
—
|
|
|
1,787
|
|
|
12,034
|
|
|
13,821
|
|
||||
Write-offs
|
—
|
|
|
(1,787
|
)
|
|
—
|
|
|
(1,787
|
)
|
||||
Cash payments
|
(1,246
|
)
|
|
—
|
|
|
(13,629
|
)
|
|
(14,875
|
)
|
||||
At September 30, 2016
|
$
|
183
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
183
|
|
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
|
—
|
|
|
202
|
|
|
426
|
|
|
628
|
|
||||
Write-offs
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
(202
|
)
|
||||
Cash payments
|
—
|
|
|
|
|
|
(426
|
)
|
|
(426
|
)
|
||||
At September 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Employee costs:
$8.0 million
-
$10.0 million
;
|
•
|
Accelerated depreciation and asset write-offs: approximately
$1.0 million
-
$2.0 million
; and
|
•
|
Other:
$11.0 million
-
$13.0 million
.
|
9.
|
OTHER OPERATING EXPENSES, NET (Continued)
|
|
Employee Costs
|
|
Accelerated
Depreciation/Asset
Write-offs
|
|
Other
|
|
Total
|
||||||||
At January 1, 2016
|
$
|
3,667
|
|
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
4,263
|
|
Restructuring charges
|
4,646
|
|
|
907
|
|
|
1,802
|
|
|
7,355
|
|
||||
Write-offs
|
—
|
|
|
(907
|
)
|
|
—
|
|
|
(907
|
)
|
||||
Cash payments
|
(7,392
|
)
|
|
—
|
|
|
(1,942
|
)
|
|
(9,334
|
)
|
||||
At September 30, 2016
|
$
|
921
|
|
|
$
|
—
|
|
|
$
|
456
|
|
|
$
|
1,377
|
|
10.
|
INCOME TAXES
|
11.
|
COMMITMENTS AND CONTINGENCIES
|
11.
|
COMMITMENTS AND CONTINGENCIES (Continued)
|
At January 1, 2016
|
$
|
3,316
|
|
Additions to warranty reserve
|
1,568
|
|
|
Warranty claims settled
|
(2,351
|
)
|
|
At September 30, 2016
|
$
|
2,533
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Addition in cost of sales
|
$
|
929
|
|
|
$
|
562
|
|
|
$
|
2,316
|
|
|
$
|
1,226
|
|
Ineffective portion of change in fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Aggregate
Notional
Amount
|
|
Start
Date
|
|
End
Date
|
|
$/Peso
|
|
Fair
Value
|
|
Balance Sheet Location
|
|||||
$
|
4,120
|
|
|
Jan 2016
|
|
Dec 2016
|
|
0.0584
|
|
|
$
|
(506
|
)
|
|
Accrued Expenses
|
2,795
|
|
|
Apr 2016
|
|
Dec 2016
|
|
0.0565
|
|
|
(258
|
)
|
|
Accrued Expenses
|
||
18,490
|
|
|
Jan 2017
|
|
Sep 2017
|
|
0.0514
|
|
|
(415
|
)
|
|
Accrued Expenses
|
||
6,164
|
|
|
Oct 2017
|
|
Dec 2017
|
|
0.0514
|
|
|
(268
|
)
|
|
Other Long-Term Liabilities
|
11.
|
COMMITMENTS AND CONTINGENCIES (Continued)
|
12.
|
EARNINGS (LOSS) PER SHARE (“EPS”)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Numerator for basic and diluted EPS:
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
$
|
11,458
|
|
|
$
|
22
|
|
|
$
|
(1,972
|
)
|
|
$
|
17,313
|
|
Denominator for basic EPS:
|
|
|
|
|
|
|
|
||||||||
Weighted average shares outstanding
|
30,782
|
|
|
25,536
|
|
|
30,756
|
|
|
25,424
|
|
||||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
Stock options, restricted stock and restricted stock units
|
371
|
|
|
905
|
|
|
—
|
|
|
948
|
|
||||
Denominator for diluted EPS
|
31,153
|
|
|
26,441
|
|
|
30,756
|
|
|
26,372
|
|
||||
Basic EPS
|
$
|
0.37
|
|
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.68
|
|
Diluted EPS
|
$
|
0.37
|
|
|
$
|
—
|
|
|
$
|
(0.06
|
)
|
|
$
|
0.66
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||
Time-vested stock options, restricted stock and restricted stock units
|
629
|
|
|
260
|
|
|
1,862
|
|
|
268
|
|
Performance-vested restricted stock units
|
373
|
|
|
11
|
|
|
417
|
|
|
10
|
|
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 July 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(3,746
|
)
|
|
$
|
12,668
|
|
|
$
|
7,743
|
|
|
$
|
1,806
|
|
|
$
|
9,549
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(101
|
)
|
|
—
|
|
|
(101
|
)
|
|
35
|
|
|
(66
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
929
|
|
|
—
|
|
|
929
|
|
|
(324
|
)
|
|
605
|
|
||||||
Realized loss on interest rate swap hedges
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|
(18
|
)
|
|
32
|
|
||||||
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
3,191
|
|
|
3,191
|
|
|
—
|
|
|
3,191
|
|
||||||
At September 30, 2016
|
$
|
(1,179
|
)
|
|
$
|
(2,868
|
)
|
|
$
|
15,859
|
|
|
$
|
11,812
|
|
|
$
|
1,499
|
|
|
$
|
13,311
|
|
|
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
|
—
|
|
|
(2,842
|
)
|
|
—
|
|
|
(2,842
|
)
|
|
995
|
|
|
(1,847
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
2,316
|
|
|
—
|
|
|
2,316
|
|
|
(810
|
)
|
|
1,506
|
|
||||||
Realized loss on interest rate swap hedges
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|
(18
|
)
|
|
32
|
|
||||||
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
12,250
|
|
|
12,250
|
|
|
—
|
|
|
12,250
|
|
||||||
At September 30, 2016
|
$
|
(1,179
|
)
|
|
$
|
(2,868
|
)
|
|
$
|
15,859
|
|
|
$
|
11,812
|
|
|
$
|
1,499
|
|
|
$
|
13,311
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
At July 3, 2015
|
$
|
(1,181
|
)
|
|
$
|
(3,619
|
)
|
|
$
|
9,839
|
|
|
$
|
5,039
|
|
|
$
|
1,784
|
|
|
$
|
6,823
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(1,670
|
)
|
|
—
|
|
|
(1,670
|
)
|
|
584
|
|
|
(1,086
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
562
|
|
|
—
|
|
|
562
|
|
|
(197
|
)
|
|
365
|
|
||||||
Realized loss on interest rate swap hedges
|
—
|
|
|
2,169
|
|
|
—
|
|
|
2,169
|
|
|
(759
|
)
|
|
1,410
|
|
||||||
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
144
|
|
|
144
|
|
|
—
|
|
|
144
|
|
||||||
At October 2, 2015
|
$
|
(1,181
|
)
|
|
$
|
(2,558
|
)
|
|
$
|
9,983
|
|
|
$
|
6,244
|
|
|
$
|
1,412
|
|
|
$
|
7,656
|
|
|
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
|
—
|
|
|
(3,857
|
)
|
|
—
|
|
|
(3,857
|
)
|
|
1,350
|
|
|
(2,507
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
1,226
|
|
|
—
|
|
|
1,226
|
|
|
(429
|
)
|
|
797
|
|
||||||
Realized loss on interest rate swap hedges
|
—
|
|
|
2,631
|
|
|
—
|
|
|
2,631
|
|
|
(921
|
)
|
|
1,710
|
|
||||||
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
(1,467
|
)
|
|
(1,467
|
)
|
|
—
|
|
|
(1,467
|
)
|
||||||
At October 2, 2015
|
$
|
(1,181
|
)
|
|
$
|
(2,558
|
)
|
|
$
|
9,983
|
|
|
$
|
6,244
|
|
|
$
|
1,412
|
|
|
$
|
7,656
|
|
14.
|
FAIR VALUE MEASUREMENTS
|
|
|
Fair Value Measurements Using
|
||||||||||||||
|
|
At
September 30, |
|
Quoted
Prices in
Active Markets
for Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
Description
|
|
2016
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap (Note 6)
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
75
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts (Note 11)
|
|
$
|
1,447
|
|
|
$
|
—
|
|
|
$
|
1,447
|
|
|
$
|
—
|
|
Interest rate swap (Note 6)
|
|
$
|
974
|
|
|
$
|
—
|
|
|
$
|
974
|
|
|
$
|
—
|
|
14.
|
FAIR VALUE MEASUREMENTS (Continued)
|
15.
|
BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
15.
|
BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION (Continued)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Product line sales:
|
|
|
|
|
|
|
|
||||||||
Cardio and Vascular
|
$
|
148,273
|
|
|
$
|
14,107
|
|
|
$
|
426,142
|
|
|
$
|
37,370
|
|
Cardiac/Neuromodulation
|
95,781
|
|
|
75,577
|
|
|
284,479
|
|
|
248,450
|
|
||||
Advanced Surgical, Orthopedics, and Portable Medical
|
95,190
|
|
|
44,976
|
|
|
290,836
|
|
|
150,795
|
|
||||
Electrochem
|
8,870
|
|
|
11,977
|
|
|
30,361
|
|
|
46,232
|
|
||||
Elimination of interproduct line sales
|
(1,547
|
)
|
|
—
|
|
|
(4,631
|
)
|
|
—
|
|
||||
Total sales
|
$
|
346,567
|
|
|
$
|
146,637
|
|
|
$
|
1,027,187
|
|
|
$
|
482,847
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Business segment sales:
|
|
|
|
|
|
|
|
||||||||
Greatbatch Medical
|
$
|
140,458
|
|
|
$
|
144,021
|
|
|
$
|
413,231
|
|
|
$
|
473,784
|
|
QiG
|
2,708
|
|
|
2,776
|
|
|
8,829
|
|
|
10,564
|
|
||||
Lake Region Medical
|
203,913
|
|
|
—
|
|
|
607,122
|
|
|
—
|
|
||||
Elimination of intersegment sales
(a)
|
(512
|
)
|
|
(160
|
)
|
|
(1,995
|
)
|
|
(1,501
|
)
|
||||
Total sales
|
$
|
346,567
|
|
|
$
|
146,637
|
|
|
$
|
1,027,187
|
|
|
$
|
482,847
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Segment income (loss) from operations:
|
|
|
|
|
|
|
|
||||||||
Greatbatch Medical
|
$
|
15,986
|
|
|
$
|
21,512
|
|
|
$
|
41,565
|
|
|
$
|
72,179
|
|
QiG
|
562
|
|
|
(7,680
|
)
|
|
(5,347
|
)
|
|
(20,132
|
)
|
||||
Lake Region Medical
|
29,906
|
|
|
—
|
|
|
78,461
|
|
|
—
|
|
||||
Total segment income from operations
|
46,454
|
|
|
13,832
|
|
|
114,679
|
|
|
52,047
|
|
||||
Unallocated operating expenses
|
(9,592
|
)
|
|
(12,637
|
)
|
|
(37,414
|
)
|
|
(28,429
|
)
|
||||
Operating income
|
36,862
|
|
|
1,195
|
|
|
77,265
|
|
|
23,618
|
|
||||
Unallocated expenses, net
|
(28,145
|
)
|
|
(1,189
|
)
|
|
(80,623
|
)
|
|
(1,857
|
)
|
||||
Income (loss) before provision (benefit) for income taxes
|
$
|
8,717
|
|
|
$
|
6
|
|
|
$
|
(3,358
|
)
|
|
$
|
21,761
|
|
15.
|
BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION (Continued)
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Sales by geographic area:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
206,663
|
|
|
$
|
71,545
|
|
|
$
|
612,876
|
|
|
$
|
217,102
|
|
Non-Domestic locations:
|
|
|
|
|
|
|
|
||||||||
Puerto Rico
|
41,745
|
|
|
26,816
|
|
|
120,217
|
|
|
98,247
|
|
||||
Belgium
|
14,256
|
|
|
12,305
|
|
|
52,913
|
|
|
45,690
|
|
||||
Rest of world
|
83,903
|
|
|
35,971
|
|
|
241,181
|
|
|
121,808
|
|
||||
Total sales
|
$
|
346,567
|
|
|
$
|
146,637
|
|
|
$
|
1,027,187
|
|
|
$
|
482,847
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
Customer A
|
18%
|
|
17%
|
|
18%
|
|
20%
|
Customer B
|
18%
|
|
19%
|
|
16%
|
|
18%
|
Customer C
|
11%
|
|
10%
|
|
12%
|
|
12%
|
Total
|
47%
|
|
46%
|
|
46%
|
|
50%
|
|
As of
|
||||||
|
September 30, 2016
|
|
January 1, 2016
|
||||
United States
|
$
|
263,347
|
|
|
$
|
264,556
|
|
Rest of world
|
118,324
|
|
|
114,936
|
|
||
Total
|
$
|
381,671
|
|
|
$
|
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 the financial covenants contained in the agreement governing our Senior Secured Credit Facilities; and
|
•
|
projected capital expenditures.
|
|
Three Months Ended
|
||||||||||||||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||||||||||||||||||
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
||||||||||||
Income and diluted EPS as reported (GAAP)
|
$
|
8,717
|
|
|
$
|
11,458
|
|
|
$
|
0.37
|
|
|
$
|
6
|
|
|
$
|
22
|
|
|
$
|
—
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
(a)
|
9,473
|
|
|
6,702
|
|
|
0.22
|
|
|
3,243
|
|
|
2,271
|
|
|
0.09
|
|
||||||
IP related litigation (SG&A)
(a)(b)
|
499
|
|
|
324
|
|
|
0.01
|
|
|
1,127
|
|
|
733
|
|
|
0.03
|
|
||||||
Consolidation and optimization expenses (OOE)
(a)(c)
|
7,779
|
|
|
6,409
|
|
|
0.21
|
|
|
5,473
|
|
|
4,523
|
|
|
0.17
|
|
||||||
Acquisition and integration expenses (OOE)
(a)(d)
|
5,319
|
|
|
3,492
|
|
|
0.11
|
|
|
5,202
|
|
|
4,845
|
|
|
0.18
|
|
||||||
Asset dispositions, severance and other (OOE)
(a)(e)
|
272
|
|
|
36
|
|
|
—
|
|
|
3,169
|
|
|
2,468
|
|
|
0.09
|
|
||||||
Lake Region Medical transaction costs (interest expense)
(a)(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,788
|
|
|
3,112
|
|
|
0.12
|
|
||||||
Loss (gain) on cost and equity method investments, net (other expense (income), net)
(a)
|
245
|
|
|
159
|
|
|
0.01
|
|
|
(4,579
|
)
|
|
(2,976
|
)
|
|
(0.11
|
)
|
||||||
Tax adjustments
(g)
|
—
|
|
|
(2,784
|
)
|
|
(0.09
|
)
|
|
—
|
|
|
400
|
|
|
0.02
|
|
||||||
Taxes
(a)
|
(6,508
|
)
|
|
—
|
|
|
—
|
|
|
(3,031
|
)
|
|
—
|
|
|
—
|
|
||||||
Adjusted net income and diluted EPS (Non-GAAP)
(h)
|
$
|
25,796
|
|
|
$
|
25,796
|
|
|
$
|
0.83
|
|
|
$
|
15,398
|
|
|
$
|
15,398
|
|
|
$
|
0.58
|
|
Adjusted effective tax rate/diluted weighted average shares
(a)
|
20.1
|
%
|
|
31,153
|
|
|
|
|
|
16.4
|
%
|
|
26,441
|
|
|
|
|
|
Nine Months Ended
|
||||||||||||||||||||||
|
September 30,
2016 |
|
October 2,
2015 |
||||||||||||||||||||
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
||||||||||||
Income (loss) and diluted EPS as reported (GAAP)
|
$
|
(3,358
|
)
|
|
$
|
(1,972
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
21,761
|
|
|
$
|
17,313
|
|
|
$
|
0.66
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
(a)
|
28,451
|
|
|
20,125
|
|
|
0.64
|
|
|
10,008
|
|
|
6,996
|
|
|
0.27
|
|
||||||
IP related litigation (SG&A)
(a)(b)
|
2,691
|
|
|
1,749
|
|
|
0.06
|
|
|
3,286
|
|
|
2,136
|
|
|
0.08
|
|
||||||
Consolidation and optimization expenses (OOE)
(a)(c)
|
21,804
|
|
|
17,698
|
|
|
0.57
|
|
|
19,202
|
|
|
15,422
|
|
|
0.58
|
|
||||||
Acquisition and integration expenses (OOE)
(a)(d)
|
23,143
|
|
|
15,148
|
|
|
0.49
|
|
|
5,366
|
|
|
4,961
|
|
|
0.19
|
|
||||||
Asset dispositions, severance and other (OOE)
(a)(e)
|
5,057
|
|
|
4,459
|
|
|
0.14
|
|
|
4,881
|
|
|
3,600
|
|
|
0.14
|
|
||||||
Lake Region Medical transaction costs (interest expense)
(a)(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,788
|
|
|
3,112
|
|
|
0.12
|
|
||||||
Gain on cost and equity method investments, net (other expense (income), net)
(a)
|
(932
|
)
|
|
(606
|
)
|
|
(0.02
|
)
|
|
(5,119
|
)
|
|
(3,327
|
)
|
|
(0.13
|
)
|
||||||
Tax adjustments
(g)
|
—
|
|
|
(2,784
|
)
|
|
(0.09
|
)
|
|
—
|
|
|
1,200
|
|
|
0.05
|
|
||||||
Taxes
(a)
|
(23,039
|
)
|
|
—
|
|
|
—
|
|
|
(12,760
|
)
|
|
—
|
|
|
—
|
|
||||||
Adjusted net income and diluted EPS (Non-GAAP)
(h)
|
$
|
53,817
|
|
|
$
|
53,817
|
|
|
$
|
1.72
|
|
|
$
|
51,413
|
|
|
$
|
51,413
|
|
|
$
|
1.95
|
|
Adjusted effective tax rate/diluted weighted average shares
(a)(i)
|
30.0
|
%
|
|
31,211
|
|
|
|
|
|
19.9
|
%
|
|
26,372
|
|
|
|
(a)
|
The difference between pre-tax and net income (loss) 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 and 2015, 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 consist primarily of legal and professional fees incurred in connection with the Spin-off, which was completed in March 2016.
|
(f)
|
During the third quarter of 2015, we recorded transaction costs (i.e. debt commitment fees, interest rate swap termination costs) in connection with our acquisition of Lake Region Medical.
|
(g)
|
Tax adjustments for the 2016 periods include a discrete tax benefit related to certain transaction costs of the Lake Region Medical acquisition and the Spin-off. For the 2015 periods, tax adjustments consist of the 2015 Federal R&D tax credit, which 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.
|
(h)
|
The per share data in this table have been rounded to the nearest $0.01 and therefore may not sum to the total.
|
(i)
|
Adjusted diluted weighted average shares for the year-to-date 2016 period includes 455,000 of potentially dilutive shares not included in the computation of diluted weighted average common shares for GAAP diluted EPS purposes because their effect would have been anti-dilutive given our net loss during that period.
|
•
|
GAAP and adjusted diluted EPS for the third quarter and nine month periods of 2016 includes $29.9 million and $78.5 million, respectively, of operating income added from Lake Region Medical;
|
•
|
The organic constant currency decline in sales as discussed above;
|
•
|
A $7.0 million and $13.5 million increase in operating income (primarily lower SG&A and RD&E Costs) for the quarter and nine month period comparisons, respectively, due to the Spin-off;
|
•
|
The third quarter and nine month periods of 2016 includes the benefit of approximately $11 million and $25 million, respectively, of synergies realized in connection with our acquisition of Lake Region Medical;
|
•
|
A $22.0 million and $75.2 million increase in interest expense for the third quarter and nine month period comparisons, respectively, due to the debt incurred in connection with the Lake Region Medical acquisition in October 2015;
|
•
|
The third quarter and nine month period 2016 GAAP effective tax rate includes $2.9 million and $1.6 million, respectively, of net discrete tax benefits related to Lake Region Medical and Spin-off transaction costs, which are added back for adjusted diluted EPS purposes;
|
•
|
The addition of 5 million shares of common stock issued in connection with the Lake Region Medical acquisition; and
|
•
|
The decrease in GAAP diluted EPS for the nine month period was also attributable to a $20.6 million increase in acquisition, integration and Spin-off related expenses over the comparable 2015 period, which are included in GAAP results, but are excluded from adjusted amounts.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
October 2,
|
|
September 30,
|
|
October 2,
|
||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income (loss) as reported (GAAP)
|
$
|
11,458
|
|
|
$
|
22
|
|
|
$
|
(1,972
|
)
|
|
$
|
17,313
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
27,870
|
|
|
5,825
|
|
|
83,395
|
|
|
8,151
|
|
||||
Provision (benefit) for income taxes
|
(2,741
|
)
|
|
(16
|
)
|
|
(1,386
|
)
|
|
4,448
|
|
||||
Depreciation
|
12,893
|
|
|
5,504
|
|
|
38,963
|
|
|
16,933
|
|
||||
Amortization
|
9,473
|
|
|
3,243
|
|
|
28,451
|
|
|
10,008
|
|
||||
EBITDA (Non-GAAP)
|
58,953
|
|
|
14,578
|
|
|
147,451
|
|
|
56,853
|
|
||||
|
|
|
|
|
|
|
|
||||||||
IP related litigation
|
499
|
|
|
1,127
|
|
|
2,691
|
|
|
3,286
|
|
||||
Stock-based compensation expense
|
1,950
|
|
|
3,027
|
|
|
5,773
|
|
|
8,999
|
|
||||
Consolidation and optimization expenses
|
7,779
|
|
|
5,473
|
|
|
21,804
|
|
|
19,202
|
|
||||
Acquisition and integration expenses
|
5,319
|
|
|
5,202
|
|
|
23,143
|
|
|
5,366
|
|
||||
Asset dispositions, severance and other
|
272
|
|
|
3,169
|
|
|
5,057
|
|
|
4,881
|
|
||||
Noncash (gain) loss on cost and equity method investments
|
245
|
|
|
(1,178
|
)
|
|
(270
|
)
|
|
(1,718
|
)
|
||||
Adjusted EBITDA (Non-GAAP)
|
$
|
75,017
|
|
|
$
|
31,398
|
|
|
$
|
205,649
|
|
|
$
|
96,869
|
|
Adjusted EBITDA as a % of sales (Non-GAAP)
|
21.6
|
%
|
|
21.4
|
%
|
|
20.0
|
%
|
|
20.1
|
%
|
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
|
2014 investments in capacity and capabilities
|
|
$46 - $52
|
|
$25 - $28
|
|
> $20
|
|
2017
|
Orthopedic facilities optimization
|
|
$45 - $48
|
|
$31 - $35
|
|
$15 - $20
|
|
2017
|
Lake Region Medical consolidations
|
|
$20 - $25
|
|
$5 - $6
|
|
$12 - $13
|
|
2018
|
(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, and some of which are already included in our current period results.
|
◦
|
potential manufacturing consolidations;
|
◦
|
continuous improvement;
|
◦
|
productivity initiatives;
|
◦
|
direct material and indirect expense savings opportunities; and
|
◦
|
the establishment of centers of excellence around the world.
|
•
|
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.
|
•
|
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.
|
•
|
Electrochem
- Includes the legacy Greatbatch Energy, Military and Environmental product line sales.
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
September 30,
|
|
October 2,
|
|
Change
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Sales:
|
|
|
|
|
|
|
|
|||||||
Cardio and Vascular
|
$
|
148,273
|
|
|
$
|
14,107
|
|
|
$
|
134,166
|
|
|
N/A
|
|
Cardiac/Neuromodulation
|
95,781
|
|
|
75,577
|
|
|
20,204
|
|
|
27
|
%
|
|||
Advanced Surgical, Orthopedics, and Portable Medical
|
95,190
|
|
|
44,976
|
|
|
50,214
|
|
|
112
|
%
|
|||
Electrochem
|
8,870
|
|
|
11,977
|
|
|
(3,107
|
)
|
|
(26
|
)%
|
|||
Elimination of interproduct line sales
|
(1,547
|
)
|
|
—
|
|
|
(1,547
|
)
|
|
N/A
|
|
|||
Total Sales
|
346,567
|
|
|
146,637
|
|
|
199,930
|
|
|
136
|
%
|
|||
Cost of sales
|
248,658
|
|
|
94,991
|
|
|
153,667
|
|
|
162
|
%
|
|||
Gross profit
|
97,909
|
|
|
51,646
|
|
|
46,263
|
|
|
90
|
%
|
|||
Gross profit as a % of sales
|
28.3
|
%
|
|
35.2
|
%
|
|
|
|
|
|||||
Selling, general and administrative expenses (“SG&A”)
|
36,265
|
|
|
22,308
|
|
|
13,957
|
|
|
63
|
%
|
|||
SG&A as a % of sales
|
10.5
|
%
|
|
15.2
|
%
|
|
|
|
|
|||||
Research, development and engineering costs, net (“RD&E”)
|
11,412
|
|
|
14,299
|
|
|
(2,887
|
)
|
|
(20
|
)%
|
|||
RD&E as a % of sales
|
3.3
|
%
|
|
9.8
|
%
|
|
|
|
|
|||||
Other operating expenses, net
|
13,370
|
|
|
13,844
|
|
|
(474
|
)
|
|
(3
|
)%
|
|||
Operating income
|
36,862
|
|
|
1,195
|
|
|
35,667
|
|
|
N/A
|
|
|||
Operating margin
|
10.6
|
%
|
|
0.8
|
%
|
|
|
|
|
|||||
Interest expense, net
|
27,870
|
|
|
5,825
|
|
|
22,045
|
|
|
378
|
%
|
|||
Other expense (income), net
|
275
|
|
|
(4,636
|
)
|
|
4,911
|
|
|
N/A
|
|
|||
Income before benefit for income taxes
|
8,717
|
|
|
6
|
|
|
8,711
|
|
|
N/A
|
|
|||
Benefit for income taxes
|
(2,741
|
)
|
|
(16
|
)
|
|
(2,725
|
)
|
|
N/A
|
|
|||
Effective tax rate
|
(31.4
|
)%
|
|
N/A
|
|
|
|
|
|
|||||
Net income
|
$
|
11,458
|
|
|
$
|
22
|
|
|
$
|
11,436
|
|
|
N/A
|
|
Net margin
|
3.3
|
%
|
|
—
|
%
|
|
|
|
|
|||||
Diluted earnings per share
|
$
|
0.37
|
|
|
$
|
—
|
|
|
$
|
0.37
|
|
|
N/A
|
|
|
Nine Months Ended
|
|
|
|
|
|||||||||
|
September 30,
|
|
October 2,
|
|
Change
|
|||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Sales:
|
|
|
|
|
|
|
|
|||||||
Cardio and Vascular
|
$
|
426,142
|
|
|
$
|
37,370
|
|
|
$
|
388,772
|
|
|
N/A
|
|
Cardiac/Neuromodulation
|
284,479
|
|
|
248,450
|
|
|
36,029
|
|
|
15
|
%
|
|||
Advanced Surgical, Orthopedics, and Portable Medical
|
290,836
|
|
|
150,795
|
|
|
140,041
|
|
|
93
|
%
|
|||
Electrochem
|
30,361
|
|
|
46,232
|
|
|
(15,871
|
)
|
|
(34
|
)%
|
|||
Elimination of interproduct line sales
|
(4,631
|
)
|
|
—
|
|
|
(4,631
|
)
|
|
N/A
|
|
|||
Total Sales
|
1,027,187
|
|
|
482,847
|
|
|
544,340
|
|
|
113
|
%
|
|||
Cost of sales
|
741,779
|
|
|
320,852
|
|
|
420,927
|
|
|
131
|
%
|
|||
Gross profit
|
285,408
|
|
|
161,995
|
|
|
123,413
|
|
|
76
|
%
|
|||
Gross profit as a % of sales
|
27.8
|
%
|
|
33.5
|
%
|
|
|
|
|
|||||
SG&A
|
115,781
|
|
|
69,021
|
|
|
46,760
|
|
|
68
|
%
|
|||
SG&A as a % of sales
|
11.3
|
%
|
|
14.3
|
%
|
|
|
|
|
|||||
RD&E
|
42,358
|
|
|
39,907
|
|
|
2,451
|
|
|
6
|
%
|
|||
RD&E as a % of sales
|
4.1
|
%
|
|
8.3
|
%
|
|
|
|
|
|||||
Other operating expenses, net
|
50,004
|
|
|
29,449
|
|
|
20,555
|
|
|
70
|
%
|
|||
Operating income
|
77,265
|
|
|
23,618
|
|
|
53,647
|
|
|
227
|
%
|
|||
Operating margin
|
7.5
|
%
|
|
4.9
|
%
|
|
|
|
|
|||||
Interest expense, net
|
83,395
|
|
|
8,151
|
|
|
75,244
|
|
|
N/A
|
|
|||
Other income, net
|
(2,772
|
)
|
|
(6,294
|
)
|
|
3,522
|
|
|
(56
|
)%
|
|||
Income (loss) before provision (benefit) for income taxes
|
(3,358
|
)
|
|
21,761
|
|
|
(25,119
|
)
|
|
N/A
|
|
|||
Provision (benefit) for income taxes
|
(1,386
|
)
|
|
4,448
|
|
|
(5,834
|
)
|
|
(131
|
)%
|
|||
Effective tax rate
|
41.3
|
%
|
|
20.4
|
%
|
|
|
|
|
|||||
Net income (loss)
|
$
|
(1,972
|
)
|
|
$
|
17,313
|
|
|
$
|
(19,285
|
)
|
|
(111
|
)%
|
Net margin
|
(0.2
|
)%
|
|
3.6
|
%
|
|
|
|
|
|||||
Diluted earnings (loss) per share
|
$
|
(0.06
|
)
|
|
$
|
0.66
|
|
|
$
|
(0.72
|
)
|
|
(109
|
)%
|
|
Change From Prior Year
|
||||
|
Three
Months
|
|
Nine
Months
|
||
Impact of Lake Region Medical
(a)
|
(3.1
|
)%
|
|
(3.3
|
)%
|
Production efficiencies, volume and mix
(b)
|
(3.6
|
)%
|
|
(3.4
|
)%
|
Performance-based compensation
(c)
|
1.7
|
%
|
|
1.2
|
%
|
Price
(d)
|
(2.4
|
)%
|
|
(2.0
|
)%
|
Other
|
0.5
|
%
|
|
1.8
|
%
|
Total percentage point change to gross profit as a percentage of sales
|
(6.9
|
)%
|
|
(5.7
|
)%
|
(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 has been 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 has been negatively impacted by price concessions given to our larger OEM customers in return for long-term volume commitments.
|
|
Change From Prior Year
|
||||||
|
Three
Months
|
|
Nine
Months
|
||||
Performance-based compensation
(a)
|
$
|
(1,099
|
)
|
|
$
|
(1,374
|
)
|
Legal fees
(b)
|
(665
|
)
|
|
(1,245
|
)
|
||
Nuvectra SG&A
(c)
|
(3,914
|
)
|
|
(6,277
|
)
|
||
Impact of Lake Region Medical acquisition
(d)
|
16,256
|
|
|
52,609
|
|
||
Other
(e)
|
3,379
|
|
|
3,047
|
|
||
Net increase in SG&A
|
$
|
13,957
|
|
|
$
|
46,760
|
|
(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 approximately $0.6 million of the quarter over quarter and year over year decreases 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. Note that the three and nine month amounts are approximately $20 million and $70 million, respectively, below the prior year Lake Region Medical amounts on a pro forma basis reflecting the synergies realized in connection with the acquisition.
|
(e)
|
Amounts represent the net impact of various increases and decreases to SG&A costs and include the impact of normal increases in operating costs as well as increased costs associated with operating a Company that is nearly double the size of a year ago.
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
Research, development and engineering costs
|
$
|
13,376
|
|
|
$
|
15,551
|
|
|
$
|
46,754
|
|
|
$
|
44,654
|
|
Less: cost reimbursements
|
(1,964
|
)
|
|
(1,252
|
)
|
|
(4,396
|
)
|
|
(4,747
|
)
|
||||
Total RD&E, net
|
$
|
11,412
|
|
|
$
|
14,299
|
|
|
$
|
42,358
|
|
|
$
|
39,907
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30, 2016
|
|
October 2, 2015
|
|
September 30, 2016
|
|
October 2, 2015
|
||||||||
2014 investments in capacity and capabilities
(a)
|
$
|
4,542
|
|
|
$
|
5,116
|
|
|
$
|
13,821
|
|
|
$
|
17,854
|
|
Orthopedic facilities optimization
(a)
|
329
|
|
|
357
|
|
|
628
|
|
|
1,348
|
|
||||
Lake Region Medical consolidations
(a)
|
2,908
|
|
|
—
|
|
|
7,355
|
|
|
—
|
|
||||
Acquisition and integration costs
(b)
|
5,319
|
|
|
5,202
|
|
|
23,143
|
|
|
5,366
|
|
||||
Asset dispositions, severance and other
(c)
|
272
|
|
|
3,169
|
|
|
5,057
|
|
|
4,881
|
|
||||
Total other operating expenses, net
|
$
|
13,370
|
|
|
$
|
13,844
|
|
|
$
|
50,004
|
|
|
$
|
29,449
|
|
(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 third quarter and first nine months of 2016, we incurred $5.2 million and $18.9 million, respectively, in Lake Region Medical integration costs, which primarily included professional, consulting, severance, retention, relocation, and travel costs. Additionally, during the third quarter and first nine months of 2016, we incurred $0.2 million and $4.2 million, respectively, in transaction costs related to the acquisition of Lake Region Medical, which primarily included change-in-control payments to former Lake Region Medical executives, as well as professional and consulting fees. We incurred $5.1 million in similar costs during the third quarter and first nine months of 2015. 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 nine months of 2016 and 2015, we incurred legal and professional costs in connection with the Spin-off of Nuvectra of $4.4 million ($0.02 million in the third quarter of 2016) and $4.6 million ($3.1 million in the third 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)
|
September 30, 2016
|
|
January 1, 2016
|
||||
Cash and cash equivalents
|
$
|
44,995
|
|
|
$
|
82,478
|
|
Working capital
|
$
|
325,248
|
|
|
$
|
360,764
|
|
Current ratio
|
2.63
|
|
|
2.69
|
|
|
Nine Months Ended
|
||||||
(in thousands)
|
September 30, 2016
|
|
October 2, 2015
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
71,799
|
|
|
$
|
30,985
|
|
Investing activities
|
(50,885
|
)
|
|
(36,875
|
)
|
||
Financing activities
|
(58,865
|
)
|
|
(1,830
|
)
|
||
Effect of foreign currency exchange rates on cash and cash equivalents
|
468
|
|
|
(510
|
)
|
||
Net change in cash and cash equivalents
|
$
|
(37,483
|
)
|
|
$
|
(8,230
|
)
|
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 6.
|
EXHIBITS
|
Dated:
|
November 8, 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
|
|
|
|
10.1*
|
|
Employment Offer Letter, dated October 7, 2016, between Integer Holdings Corporation and Jeremy Friedman.
|
|
|
|
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
|
/s/ Jeremy Friedman
|
|
October 9, 2016
|
Jeremy Friedman
|
|
Date
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended September 30, 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:
|
November 8, 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 September 30, 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:
|
November 8, 2016
|
|
/s/ Michael Dinkins
|
|
|
|
Michael Dinkins
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Dated:
|
November 8, 2016
|
|
/s/ Thomas J. Hook
|
|
|
|
Thomas J. Hook
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated:
|
November 8, 2016
|
|
/s/ Michael Dinkins
|
|
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Michael Dinkins
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Executive Vice President and Chief Financial Officer
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(Principal Financial Officer)
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