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Delaware
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16-1531026
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(State of
Incorporation)
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(I.R.S. Employer
Identification No.)
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Title of Each Class:
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Name of Each Exchange on Which Registered:
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Common Stock, Par Value $0.001 Per Share
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Document
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Part
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Proxy Statement for the 2017 Annual Meeting of Stockholders
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Part III, Item 10
“Directors, Executive Officers and Corporate Governance”
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Part III, Item 11
“Executive Compensation”
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Part III, Item 12
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
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Part III, Item 13
“Certain Relationships and Related Transactions, and Director Independence”
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Part III, Item 14
“Principal Accountant Fees and Services”
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PAGE
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Item 1.
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Business
.....................................................................................................................................................................
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Item 1A.
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Risk Factors
...............................................................................................................................................................
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Item 1B.
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Unresolved Staff Comments
......................................................................................................................................
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Item 2.
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Properties
...................................................................................................................................................................
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Item 3.
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Legal Proceedings
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Item 4.
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Mine Safety Disclosures
............................................................................................................................................
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Item 5.
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||
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Item 6.
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Selected Financial Data
.............................................................................................................................................
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
....................................
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
..................................................................................
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Item 8.
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Financial Statements and Supplementary Data
.........................................................................................................
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
...................................
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Item 9A.
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Controls and Procedures
............................................................................................................................................
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Item 9B.
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Other Information
......................................................................................................................................................
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Item 10.
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Directors, Executive Officers and Corporate Governance
........................................................................................
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Item 11.
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Executive Compensation
...........................................................................................................................................
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Item 12.
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||
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
..........................................................
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Item 14.
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Principal Accountant Fees and Services
....................................................................................................................
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Item 15.
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Exhibits and Financial Statement Schedules
.............................................................................................................
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Item 16.
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Form 10-K Summary.................................................................................................................................................
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Signatures
...........................................................................................................................................................
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•
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Advanced Surgical, Orthopedics & Portable Medical
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•
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Cardio & Vascular
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•
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Cardiac & Neuromodulation
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•
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Electrochem
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Device
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Principal Illness or Symptom
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Pacemakers
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Abnormally slow heartbeat (Bradycardia)
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ICDs
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Rapid and irregular heartbeat (Tachycardia)
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CRT/CRT-Ds
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Congestive heart failure
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ICMs
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Unexplained fainting or risk or cardiac arrhythmias
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Neurostimulators
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Chronic pain, incontinence, movement disorders, epilepsy, obesity or depression
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Cochlear hearing devices
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Hearing loss
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Product Line
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Product Development Opportunities
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AS&O
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Developing a portfolio of products including single use instruments and coated products for the orthopedics market, instruments for the robotics market, and wireless products for the portable medical and orthopedic markets.
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Cardio & Vascular
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Developing a portfolio of catheter, introducer, wire-based, sensor and coating products for the cardio and vascular markets.
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Cardiac & Neuromodulation
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Developing next generation technology programs for our batteries, filtered feedthroughs, high voltage capacitors and lead solutions to reduce the size and cost, while increasing performance for cardiac and neuromodulation devices.
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•
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future sales, expenses and profitability;
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•
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future development and expected growth of our business and industry;
|
•
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our ability to execute our business model and our business strategy;
|
•
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our ability to identify trends within our industries and to offer products and services that meet the changing needs of those markets; and
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•
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projected capital expenditures.
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•
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a substantial percentage of our costs are fixed in nature, which results in our operations being particularly sensitive to fluctuations in production volumes;
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•
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changes in the mix of our revenue represented by our various products and customers could result in reductions in our profits if the mix of our revenue represented by lower margin products increases;
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•
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timing of orders placed by our principal customers who account for a significant portion of our revenues; and
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•
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increased costs of raw materials or supplies.
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•
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require us to dedicate a large portion of our cash flow from operations to the servicing and repayment of our outstanding indebtedness, thereby reducing funds available for working capital, capital expenditures, research and development expenditures and other general corporate requirements;
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•
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limit our ability to obtain additional financing to fund future working capital, capital expenditures, research and development expenditures and other general corporate requirements in the future;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
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•
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restrict our ability to make strategic acquisitions or dispositions or to exploit business opportunities;
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•
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place us at a competitive disadvantage compared to our competitors that have less outstanding indebtedness; and
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•
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adversely affect the market price of our common stock.
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•
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managing a larger combined company;
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•
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consolidating corporate and administrative infrastructures;
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•
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issues in integrating manufacturing, warehouse and distribution facilities, research and development and sales forces;
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•
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difficulties attracting and retaining key personnel;
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•
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loss of customers and suppliers and inability to attract new customers and suppliers;
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•
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unanticipated issues in integrating information technology, communications and other systems;
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•
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incompatibility of purchasing, logistics, marketing, administration and other systems and processes; and
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•
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unforeseen and unexpected liabilities related to the acquisition or Lake Region Medical’s business.
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•
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changes in foreign economic conditions and/or regulatory requirements;
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•
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changes in foreign currency exchange rates;
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•
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local product preferences and product requirements;
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•
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outstanding accounts receivables that take longer to collect than is typical in the U.S.;
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•
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difficulties in enforcing agreements through foreign legal systems;
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•
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less protection of intellectual property in some countries outside of the U.S.;
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•
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trade protection measures and import and export licensing requirements;
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•
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work force instability;
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•
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political and economic instability; and
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•
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complex tax and cash management issues.
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Fourth Quarter
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Third Quarter
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Second Quarter
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First Quarter
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||||||||
2016
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||||||||
High
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$
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31.45
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$
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33.19
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|
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$
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39.45
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$
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52.40
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Low
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18.10
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|
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20.62
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28.55
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|
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30.95
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||||
Close
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29.45
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|
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21.69
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32.00
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|
|
34.92
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||||
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||||||||
2015
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|
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||||||||
High
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$
|
61.06
|
|
|
$
|
63.19
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|
|
$
|
56.86
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|
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$
|
58.18
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Low
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49.00
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|
|
47.85
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|
|
50.57
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|
|
47.36
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||||
Close
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52.50
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|
|
58.43
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|
|
53.50
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|
|
56.72
|
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Company/Index
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|
12/30/11
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12/28/12
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01/03/14
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01/02/15
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01/01/16
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12/30/16
|
||||||||||||
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||||||||||||
Integer Holdings Corporation
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|
$
|
100.00
|
|
$
|
103.57
|
|
$
|
198.19
|
|
$
|
220.18
|
|
$
|
237.56
|
|
$
|
133.26
|
|
S&P Smallcap 600
|
|
100.00
|
|
116.33
|
|
164.38
|
|
173.84
|
|
170.41
|
|
215.67
|
|
||||||
Hemscott Peer Group Index
|
|
100.00
|
|
114.61
|
|
150.77
|
|
181.80
|
|
194.22
|
|
207.22
|
|
|
|
|
2016
(1)(2)
|
|
2015
(1)(2)
|
|
2014
(1)(2)
|
|
2013
(1)
|
|
2012
(1)(2)
|
||||||||||
Summary of Operations for the Fiscal Year:
|
|
|
|
|
|
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|
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||||||||||
Sales
|
$
|
1,386,778
|
|
|
$
|
800,414
|
|
|
$
|
687,787
|
|
|
$
|
663,945
|
|
|
$
|
646,177
|
|
Net income (loss)
|
5,961
|
|
|
(7,594
|
)
|
|
55,458
|
|
|
36,267
|
|
|
(4,799
|
)
|
|||||
Earnings (loss) per share
|
|
|
|
|
|
|
|
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|
||||||||||
Basic
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
|
$
|
2.23
|
|
|
$
|
1.51
|
|
|
$
|
(0.20
|
)
|
Diluted
|
0.19
|
|
|
(0.29
|
)
|
|
2.14
|
|
|
1.43
|
|
|
(0.20
|
)
|
|||||
Financial Position at Year End:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
332,087
|
|
|
$
|
360,764
|
|
|
$
|
242,022
|
|
|
$
|
190,731
|
|
|
$
|
176,376
|
|
Total assets
|
2,832,543
|
|
|
2,982,136
|
|
|
955,122
|
|
|
889,629
|
|
|
889,611
|
|
|||||
Long-term obligations
|
1,922,084
|
|
|
1,917,671
|
|
|
233,099
|
|
|
255,772
|
|
|
316,994
|
|
(1)
|
From 2012 to 2016, we recorded material charges in Other Operating Expenses, Net, primarily related to our cost savings and consolidation initiatives and our acquisitions. Additional information is set forth in Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
|
(2)
|
On October 27, 2015, August 12, 2014 and February 16, 2012, we acquired Lake Region Medical Holdings, Inc., Centro de Construcción de Cardioestimuladores del Uruguay, and NeuroNexus Technologies, Inc., respectively. On March 14, 2016, we spun-off a portion of our former QiG segment, which is now an independent publicly traded company known as Nuvectra Corporation. This data includes the results of operations of these acquired companies subsequent to their acquisition and does not include the result of operations of Nuvectra Corporation subsequent to its divestiture. Additional information is set forth in Note 2 “Divestiture and Acquisitions” of the Notes to Consolidated Financial Statements contained in Item 8 of this report. Additionally, in connection with our acquisition of Lake Region Medical we issued approximately $1.8 billion of long-term debt. Additional information is set forth in Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report.
|
|
|
•
|
Our business
|
•
|
Our acquisitions
|
•
|
Use of non-GAAP financial information
|
•
|
Strategic overview
|
•
|
Financial overview
|
•
|
Business outlook
|
•
|
Cost savings and consolidation efforts
|
•
|
Intangible assets and goodwill
|
•
|
Stock-based compensation
|
•
|
Inventories
|
•
|
Tangible long-lived assets
|
•
|
Income taxes
|
•
|
Fiscal
2016
compared with fiscal
2015
|
•
|
Fiscal
2015
compared with fiscal
2014
|
•
|
Liquidity and capital resources
|
•
|
Off-balance sheet arrangements
|
•
|
Contractual obligations
|
•
|
Impact of recently issued accounting standards
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
Pre-Tax
|
|
Net
Income
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net
Income (Loss)
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net
Income
|
|
Per
Diluted
Share
|
||||||||||||||||||
As reported (GAAP)
|
$
|
1,185
|
|
|
$
|
5,961
|
|
|
$
|
0.19
|
|
|
$
|
(15,700
|
)
|
|
$
|
(7,594
|
)
|
|
$
|
0.29
|
|
|
$
|
76,579
|
|
|
$
|
55,458
|
|
|
$
|
2.14
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Amortization of intangibles
(a)
|
37,862
|
|
|
26,771
|
|
|
0.86
|
|
|
17,496
|
|
|
12,273
|
|
|
0.45
|
|
|
13,877
|
|
|
9,637
|
|
|
0.37
|
|
|||||||||
Acquisition related inventory step-up amortization (COS)
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
22,986
|
|
|
15,605
|
|
|
0.57
|
|
|
260
|
|
|
195
|
|
|
0.01
|
|
|||||||||
IP related litigation (SG&A)
(a)(b)
|
3,040
|
|
|
1,976
|
|
|
0.06
|
|
|
4,417
|
|
|
2,871
|
|
|
0.11
|
|
|
2,502
|
|
|
1,626
|
|
|
0.06
|
|
|||||||||
Other operating expenses, net
(a)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Consolidation and optimization
(c)
|
26,490
|
|
|
21,582
|
|
|
0.69
|
|
|
26,393
|
|
|
21,158
|
|
|
0.77
|
|
|
11,188
|
|
|
6,567
|
|
|
0.25
|
|
|||||||||
Acquisition and integration
(d)
|
28,316
|
|
|
18,554
|
|
|
0.59
|
|
|
33,449
|
|
|
25,885
|
|
|
0.95
|
|
|
3
|
|
|
61
|
|
|
—
|
|
|||||||||
Asset dispositions, severance and other
(e)
|
6,931
|
|
|
5,760
|
|
|
0.18
|
|
|
6,622
|
|
|
5,099
|
|
|
0.19
|
|
|
4,106
|
|
|
3,463
|
|
|
0.13
|
|
|||||||||
Acquisition transaction costs
(a)(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
9,463
|
|
|
6,151
|
|
|
0.23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
(Gain) loss on cost and equity method investments, net
(a)
|
833
|
|
|
541
|
|
|
0.02
|
|
|
(3,350
|
)
|
|
(2,177
|
)
|
|
(0.08
|
)
|
|
(4,370
|
)
|
|
(2,841
|
)
|
|
(0.11
|
)
|
|||||||||
Tax adjustments
(g)
|
—
|
|
|
(154
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Taxes
(a)
|
(23,666
|
)
|
|
—
|
|
|
—
|
|
|
(22,505
|
)
|
|
—
|
|
|
—
|
|
|
(29,979
|
)
|
|
—
|
|
|
—
|
|
|||||||||
Adjusted (Non-GAAP)
|
|
|
|
$
|
80,991
|
|
|
$
|
2.59
|
|
|
|
|
|
$
|
79,271
|
|
|
$
|
2.90
|
|
|
|
|
|
$
|
74,166
|
|
|
$
|
2.86
|
|
|||
Adjusted diluted weighted average shares
(h)
|
|
|
31,222
|
|
|
|
|
|
|
27,304
|
|
|
|
|
|
|
25,975
|
|
|
|
(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 on our intellectual property (“IP”). Given the complexity and significant costs incurred pursuing this litigation, we are excluding these litigation expenses from adjusted amounts. Refer to Note 15 “Commitments and Contingencies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information regarding this litigation.
|
(c)
|
Refer to the “Cost Savings and Consolidation Efforts” section of this Item and Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information regarding these initiatives.
|
(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 and 2014, we incurred costs related to the integration of CCC, which was acquired in August 2014.
|
(e)
|
2016 and 2015 amounts primarily include legal and professional fees incurred in connection with the Spin-off. 2014 amounts primarily include costs in connection with our business reorganization to realign our contract manufacturing operations.
|
(f)
|
During 2015, we recorded transaction costs (i.e. debt commitment fees, interest rate swap termination costs, debt extinguishment charges) in connection with our acquisition of Lake Region Medical. These expenses are included as a component of interest expense in our Consolidated Statement of Operations and Comprehensive Income (Loss).
|
(g)
|
Tax adjustments for 2016 include a $2.8 million tax benefit related to certain transaction costs of the Lake Region Medical acquisition and the Spin-off and a $2.6 million tax charge recorded in connection with the enactment of regulations under §987 of the Internal Revenue Code, which resulted in an adjustment to our deferred tax assets.
|
(h)
|
Adjusted diluted weighted average shares for fiscal year 2016 and 2015 includes 249,000 and 941,000, respectively, of potentially dilutive shares not included in the computation of GAAP diluted weighted average shares because their effect would have been anti-dilutive for GAAP purposes.
|
(dollars in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss) as reported (GAAP)
|
$
|
5,961
|
|
|
$
|
(7,594
|
)
|
|
$
|
55,458
|
|
|
|
|
|
|
|
||||||
Interest expense
|
111,270
|
|
|
33,513
|
|
|
4,252
|
|
|||
Provision (benefit) for income taxes
|
(4,776
|
)
|
|
(8,106
|
)
|
|
21,121
|
|
|||
Depreciation
|
52,662
|
|
|
27,136
|
|
|
23,320
|
|
|||
Amortization
|
37,862
|
|
|
17,496
|
|
|
13,877
|
|
|||
EBITDA (Non-GAAP)
|
202,979
|
|
|
62,445
|
|
|
118,028
|
|
|||
|
|
|
|
|
|
||||||
Acquisition related inventory step-up amortization
|
—
|
|
|
22,986
|
|
|
260
|
|
|||
IP related litigation
|
3,040
|
|
|
4,417
|
|
|
2,502
|
|
|||
Stock-based compensation expense excluding OOE
|
6,933
|
|
|
9,287
|
|
|
12,893
|
|
|||
Consolidation and optimization expenses
|
26,490
|
|
|
26,393
|
|
|
11,188
|
|
|||
Acquisition and integration expenses
|
28,316
|
|
|
33,449
|
|
|
3
|
|
|||
Asset dispositions, severance and other
|
6,931
|
|
|
6,622
|
|
|
4,106
|
|
|||
Noncash (gain) loss on cost and equity method investments
|
1,495
|
|
|
275
|
|
|
(1,190
|
)
|
|||
Adjusted EBITDA (Non-GAAP)
|
$
|
276,184
|
|
|
$
|
165,874
|
|
|
$
|
147,790
|
|
|
GAAP
|
|
Adjusted Basis
|
||||
|
High
|
|
Low
|
|
High
|
|
Low
|
Revenue
|
$1,430
|
|
$1,390
|
|
$1,430
|
|
$1,390
|
Earnings per Diluted Share
|
$1.50
|
|
$1.10
|
|
$3.10
|
|
$2.70
|
Initiative
|
|
Expected Expense
|
|
Expected Capital
|
|
Expected Annual Cost Savings
(a)
|
|
Expected Completion Date
|
2014 investments in capacity and capabilities
|
|
$50 - $55
|
|
$24 - $25
|
|
> $20
|
|
2017
|
Orthopedic facilities optimization
|
|
$45 - $48
|
|
$31 - $35
|
|
$15 - $20
|
|
2017
|
Lake Region Medical consolidations
|
|
$20 - $25
|
|
$5 - $6
|
|
$12 - $13
|
|
2018
|
•
|
potential manufacturing consolidations;
|
•
|
continuous improvement;
|
•
|
productivity initiatives;
|
•
|
direct material and indirect expense savings opportunities; and
|
•
|
the establishment of centers of excellence around the world.
|
|
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
$
Change
|
|
%
Change
|
|
$
Change
|
|
%
Change
|
||||||||||||
Dollars in thousands, except per share data
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Medical Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cardio & Vascular
|
$
|
568,510
|
|
|
$
|
143,260
|
|
|
$
|
58,770
|
|
|
$
|
425,250
|
|
|
297
|
%
|
|
$
|
84,490
|
|
|
144
|
%
|
Cardiac & Neuromodulation
|
389,403
|
|
|
356,064
|
|
|
330,921
|
|
|
33,339
|
|
|
9
|
%
|
|
25,143
|
|
|
8
|
%
|
|||||
Advanced Surgical, Orthopedics & Portable Medical
|
392,778
|
|
|
243,385
|
|
|
216,339
|
|
|
149,393
|
|
|
61
|
%
|
|
27,046
|
|
|
13
|
%
|
|||||
Elimination of interproduct line sales
|
(5,592
|
)
|
|
(1,744
|
)
|
|
—
|
|
|
(3,848
|
)
|
|
N/A
|
|
|
(1,744
|
)
|
|
NA
|
|
|||||
Total Medical Sales
|
1,345,099
|
|
|
740,965
|
|
|
606,030
|
|
|
604,134
|
|
|
82
|
%
|
|
134,935
|
|
|
22
|
%
|
|||||
Non-Medical
|
41,679
|
|
|
59,449
|
|
|
81,757
|
|
|
(17,770
|
)
|
|
(30
|
)%
|
|
(22,308
|
)
|
|
(27
|
)%
|
|||||
Total sales
|
1,386,778
|
|
|
800,414
|
|
|
687,787
|
|
|
586,364
|
|
|
73
|
%
|
|
112,627
|
|
|
16
|
%
|
|||||
Cost of sales
|
1,008,479
|
|
|
565,279
|
|
|
456,389
|
|
|
443,200
|
|
|
78
|
%
|
|
108,890
|
|
|
24
|
%
|
|||||
Gross profit
|
378,299
|
|
|
235,135
|
|
|
231,398
|
|
|
143,164
|
|
|
61
|
%
|
|
3,737
|
|
|
2
|
%
|
|||||
Gross profit as a % of sales
|
27.3
|
%
|
|
29.4
|
%
|
|
33.6
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Selling, general and administrative expenses (SG&A)
|
153,291
|
|
|
102,530
|
|
|
90,602
|
|
|
50,761
|
|
|
50
|
%
|
|
11,928
|
|
|
13
|
%
|
|||||
SG&A as a % of sales
|
11.1
|
%
|
|
12.8
|
%
|
|
13.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Research, development and engineering costs, net (RD&E)
|
55,001
|
|
|
52,995
|
|
|
49,845
|
|
|
2,006
|
|
|
4
|
%
|
|
3,150
|
|
|
6
|
%
|
|||||
RD&E as a % of sales
|
4.0
|
%
|
|
6.6
|
%
|
|
7.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Other operating expenses, net
|
61,737
|
|
|
66,464
|
|
|
15,297
|
|
|
(4,727
|
)
|
|
(7
|
)%
|
|
51,167
|
|
|
334
|
%
|
|||||
Operating income
|
108,270
|
|
|
13,146
|
|
|
75,654
|
|
|
95,124
|
|
|
724
|
%
|
|
(62,508
|
)
|
|
(83
|
)%
|
|||||
Operating margin
|
7.8
|
%
|
|
1.6
|
%
|
|
11.0
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Interest expense
|
111,270
|
|
|
33,513
|
|
|
4,252
|
|
|
77,757
|
|
|
232
|
%
|
|
29,261
|
|
|
688
|
%
|
|||||
(Gain) loss on cost and equity method investments, net
|
833
|
|
|
(3,350
|
)
|
|
(4,370
|
)
|
|
4,183
|
|
|
N/A
|
|
|
1,020
|
|
|
N/A
|
|
|||||
Other income, net
|
(5,018
|
)
|
|
(1,317
|
)
|
|
(807
|
)
|
|
(3,701
|
)
|
|
281%
|
|
(510
|
)
|
|
63
|
%
|
||||||
Income (loss) before provision (benefit) for income taxes
|
1,185
|
|
|
(15,700
|
)
|
|
76,579
|
|
|
16,885
|
|
|
|
|
(92,279
|
)
|
|
|
|||||||
Provision (benefit) for income taxes
|
(4,776
|
)
|
|
(8,106
|
)
|
|
21,121
|
|
|
3,330
|
|
|
(41)%
|
|
(29,227
|
)
|
|
N/A
|
|
||||||
Effective tax rate
|
(403.0
|
)%
|
|
51.6
|
%
|
|
27.6
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)
|
$
|
5,961
|
|
|
$
|
(7,594
|
)
|
|
$
|
55,458
|
|
|
$
|
13,555
|
|
|
N/A
|
|
|
$
|
(63,052
|
)
|
|
(114)%
|
|
Net margin
|
0.4
|
%
|
|
(0.9
|
)%
|
|
8.1
|
%
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings (loss) per share
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
|
$
|
2.14
|
|
|
$
|
0.48
|
|
|
N/A
|
|
|
$
|
(2.43
|
)
|
|
(114)%
|
|
|
|
2016 vs. 2015
|
|||||||||||
|
2016
|
|
2015
|
|
$
Change
|
|
%
Change
|
|||||||
Sales:
|
|
|
|
|
|
|
|
|||||||
Cardio & Vascular
|
$
|
568,510
|
|
|
$
|
143,260
|
|
|
$
|
425,250
|
|
|
297
|
%
|
Cardiac & Neuromodulation
|
389,403
|
|
|
356,064
|
|
|
33,339
|
|
|
9
|
%
|
|||
Advanced Surgical, Orthopedics & Portable Medical
|
392,778
|
|
|
243,385
|
|
|
149,393
|
|
|
61
|
%
|
|||
Elimination of interproduct line sales
|
(5,592
|
)
|
|
(1,744
|
)
|
|
(3,848
|
)
|
|
N/A
|
|
|||
Total Medical Sales
|
1,345,099
|
|
|
740,965
|
|
|
604,134
|
|
|
82
|
%
|
|||
Non-Medical
|
41,679
|
|
|
59,449
|
|
|
(17,770
|
)
|
|
(30
|
)%
|
|||
Total sales
|
$
|
1,386,778
|
|
|
$
|
800,414
|
|
|
$
|
586,364
|
|
|
73
|
%
|
•
|
Our 2016 Cardio & Vascular sales increased $425.3 million in comparison to 2015 and includes approximately $421 million of incremental sales from Lake Region Medical. On an organic constant currency basis, our Cardio & Vascular sales increased 3% in comparison to 2015 primarily due to normal market growth.
|
•
|
Our 2016 Cardiac & Neuromodulation sales increased $33.3 million in comparison to 2015. Current year sales includes approximately $57 million of incremental sales from Lake Region Medical and reflects approximately $3 million less in sales due to the Spin-off. On an organic constant currency basis, our Cardiac & Neuromodulation sales decreased 6% in comparison to 2015 primarily due to reduced shipments in a limited number of CRM customer programs and approximately $8 million of contractual price reductions given in exchange for longer-term volume commitments. The reduced shipments were driven by both internal and external delays in product launches, customer clinical market share changes, customers lowering inventory levels, and order disruption due to acquisition-related influences in the medical technology markets. These factors were partially offset by growth in sales to neuromodulation customers in 2016.
|
•
|
Our 2016 Advanced Surgical, Orthopedics & Portable Medical sales increased $149.4 million in comparison to 2015 and includes approximately $176 million of incremental sales from Lake Region Medical. During 2016, foreign currency exchange rate fluctuations reduced this product line’s sales by approximately $1 million in comparison to the prior year due to the strengthening dollar versus the Euro. Foreign currency exchange rate fluctuations are expected to have a more material impact on our sales in 2017 due to the strengthening dollar in the fourth quarter of 2016. On an organic constant currency basis, our Advanced Surgical, Orthopedics & Portable Medical sales decreased 10% in comparison to 2015 primarily due to portable medical customers building safety stock in the fourth quarter of 2015 in anticipation of our product line transfers, thus lowering orders in 2016, a backlog in shipments to one specific Portable Medical customer due to the product line transfer, and approximately $5 million of contractual price reductions given in exchange for longer-term volume commitments. Additionally, 2016 was a slower customer product launch year when compared to 2015.
|
•
|
Our 2016 Non-Medical sales declined 30% in comparison to 2015. This decrease was primarily due to the slowdown in the energy markets, which has caused customers to reduce drilling and exploration volumes. Our Non-Medical product line continues to trend with the oil and gas market. Although we have seen revenue declines throughout 2016, our customers are indicating they believe the market has bottomed out and there are signs of a slow recovery. Volumes with our military and environmental customers remain stable. As the market has contracted, we have been able to advance our competitive position with key strategic customers resulting in multi-year supply agreements and the opportunity to quote on significant new business opportunities. Additionally, we are actively pursuing new customer and market opportunities, developing new product solutions and investing in research and development to advance our technology. As we manage our Non-Medical product line through this challenging revenue period, we are rationalizing our cost structure and maintaining inventory at appropriate levels to improve our return on invested capital.
|
|
2016-2015
% Point Change |
|
Impact of Lake Region Medical acquisition
(a)
|
(3.1
|
)%
|
Price
(b)
|
(2.1
|
)%
|
Production efficiencies, volume and mix
(c)
|
0.1
|
%
|
Performance-based compensation
(d)
|
0.4
|
%
|
Warranty reserves and obsolescence write-offs
(e)
|
(0.3
|
)%
|
Inventory step-up amortization
(f)
|
2.9
|
%
|
Total percentage point change to gross profit as a percentage of sales
|
(2.1
|
)%
|
(b)
|
Our Gross Margin for 2016 was negatively impacted by contractual price reductions given in exchange for longer-term volume commitments.
|
(c)
|
Our Gross Margin percentage benefited from production efficiencies gained at our manufacturing facilities as a result of our various lean, supply chain, and integration initiatives, which were offset by a higher sales mix of lower margin products and lower sales volumes.
|
(d)
|
Amount represents the impact to our Gross Margin from the change in performance-based compensation versus the prior year period and is recorded based upon the actual results achieved.
|
(e)
|
Current year cost of sales includes the impact of various warranty reserves and obsolescence write-offs, including reserves related to various customer returns and field actions that were higher than normal in 2016. Warranty and obsolescence reserves are judgmental in nature and can fluctuate significantly from period to period.
|
(f)
|
Amount represents the impact to our Gross Margin in comparison to 2015 related to the $23.0 million of inventory step-up amortization recorded in 2015 as a result of the Lake Region Medical acquisition, which was fully amortized at the end of 2015.
|
|
2016-2015
$ Change
|
||
Impact of Lake Region Medical acquisition
(a)
|
$
|
56,885
|
|
Nuvectra SG&A
(b)
|
(8,628
|
)
|
|
Legal fees
(c)
|
(1,553
|
)
|
|
Other
(d)
|
4,057
|
|
|
Net increase in SG&A
|
$
|
50,761
|
|
(a)
|
Amount represents the incremental SG&A expenses from Lake Region Medical, which was acquired in October 2015. Note that 2016 expense amount is approximately $20 million below the 2015 Lake Region Medical expense amount on a pro forma basis reflecting the synergies realized in connection with the acquisition. Since the acquisition, we achieved approximately $23 million of cumulative annual run-rate synergies in SG&A.
|
(b)
|
Amount represents the net decrease in SG&A costs attributable to Nuvectra, which was spun-off in March 2016.
|
(c)
|
Amount represents the change in legal costs in comparison to 2015 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 $1.4 million of the decrease in SG&A expenses from 2015 to 2016 as the trial for this litigation concluded in the first quarter of 2016.
|
(d)
|
Amount represents 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.
|
|
2016-2015
$ Change
|
||
Impact of Lake Region Medical acquisition
(a)
|
$
|
10,889
|
|
Nuvectra RD&E
(b)
|
(12,600
|
)
|
|
Customer cost reimbursements
(c)
|
598
|
|
|
Other
(d)
|
3,119
|
|
|
Net increase in RD&E
|
$
|
2,006
|
|
(a)
|
Amount represents the incremental RD&E expenses from Lake Region Medical, which was acquired in October 2015.
|
(b)
|
Amount represents the net decrease in RD&E costs attributable to Nuvectra, which was spun-off in March 2016.
|
(c)
|
Amount represents the change in customer cost reimbursements from the prior year. Customer cost reimbursements vary from period to period depending on the timing of achievement of project milestones.
|
(d)
|
Amount represents the net impact of various increases and decreases to RD&E costs and includes the impact of normal increases in operating costs, as well as our continued investment in developing our core and new technologies to drive future growth.
|
|
2016
|
|
2015
|
|
Change
|
||||||
2014 investments in capacity and capabilities
(a)
|
$
|
17,159
|
|
|
$
|
23,037
|
|
|
$
|
(5,878
|
)
|
Orthopedic facility optimization
(a)
|
747
|
|
|
1,395
|
|
|
(648
|
)
|
|||
Lake Region Medical consolidations
(a)
|
8,584
|
|
|
1,961
|
|
|
6,623
|
|
|||
Acquisition and integration costs
(b)
|
28,316
|
|
|
33,449
|
|
|
(5,133
|
)
|
|||
Asset dispositions, severance and other
(c)
|
6,931
|
|
|
6,622
|
|
|
309
|
|
|||
Total other operating expenses, net
|
$
|
61,737
|
|
|
$
|
66,464
|
|
|
$
|
(4,727
|
)
|
(a)
|
Refer to the “Cost Savings and Consolidation Efforts” section of this Item and Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for disclosures related to the timing and level of remaining expenditures for these initiatives.
|
(b)
|
During 2016 and 2015, we incurred $28.3 million and $33.1 million, respectively, in acquisition and integration costs related to the acquisition of Lake Region Medical, consisting primarily of transaction costs and integration costs. Transaction costs primarily relate to change-in-control payments to former Lake Region Medical executives, as well as professional and consulting fees. Integration costs primarily include professional, consulting, severance, retention, relocation, and travel costs.
|
(c)
|
During 2016 and 2015, we recorded losses in connection with various asset disposals and/or write-downs. Additionally, during 2016 and 2015, we incurred legal and professional costs in connection with the Spin-off of $4.4 million and $6.0 million, respectively.
|
|
U.S.
|
|
International
|
|
Combined
|
|||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Income (loss) before provision for income taxes
|
$
|
(52,446
|
)
|
|
|
|
$
|
53,631
|
|
|
|
|
$
|
1,185
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Provision (benefit) at statutory rate
|
$
|
(18,356
|
)
|
|
35.0
|
%
|
|
$
|
18,771
|
|
|
35.0
|
%
|
|
$
|
415
|
|
|
35.0
|
%
|
Federal tax credits
|
(1,750
|
)
|
|
3.3
|
|
|
(42
|
)
|
|
(0.1
|
)
|
|
(1,792
|
)
|
|
(151.2
|
)
|
|||
Foreign rate differential
|
3,192
|
|
|
(6.1
|
)
|
|
(10,278
|
)
|
|
(19.2
|
)
|
|
(7,086
|
)
|
|
(598.0
|
)
|
|||
Uncertain tax positions
|
1,464
|
|
|
(2.8
|
)
|
|
260
|
|
|
0.5
|
|
|
1,724
|
|
|
145.5
|
|
|||
State taxes, net of federal benefit
|
(1,068
|
)
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
(1,068
|
)
|
|
(90.1
|
)
|
|||
Change in foreign tax rates
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
(0.5
|
)
|
|
(270
|
)
|
|
(22.8
|
)
|
|||
Non-deductible transaction costs
|
1,012
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
1,012
|
|
|
85.4
|
|
|||
Valuation allowance
|
811
|
|
|
(1.5
|
)
|
|
529
|
|
|
1.0
|
|
|
1,340
|
|
|
113.1
|
|
|||
Change in Tax law
|
2,630
|
|
|
(5.0
|
)
|
|
—
|
|
|
—
|
|
|
2,630
|
|
|
221.9
|
|
|||
Other
|
(1,703
|
)
|
|
3.2
|
|
|
22
|
|
|
—
|
|
|
(1,681
|
)
|
|
(141.8
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(13,768
|
)
|
|
26.3
|
%
|
|
$
|
8,992
|
|
|
16.8
|
%
|
|
$
|
(4,776
|
)
|
|
(403.0
|
)%
|
|
|
|
2015 vs. 2014
|
|||||||||||
|
2015
|
|
2014
|
|
$
Change
|
|
%
Change
|
|||||||
Sales:
|
|
|
|
|
|
|
|
|||||||
Cardio & Vascular
|
$
|
143,260
|
|
|
$
|
58,770
|
|
|
$
|
84,490
|
|
|
144
|
%
|
Cardiac & Neuromodulation
|
356,064
|
|
|
330,921
|
|
|
25,143
|
|
|
8
|
%
|
|||
Advanced Surgical, Orthopedics & Portable Medical
|
243,385
|
|
|
216,339
|
|
|
27,046
|
|
|
13
|
%
|
|||
Elimination of interproduct line sales
|
(1,744
|
)
|
|
—
|
|
|
(1,744
|
)
|
|
N/A
|
|
|||
Total Medical Sales
|
740,965
|
|
|
606,030
|
|
|
134,935
|
|
|
22
|
%
|
|||
Non - Medical
|
59,449
|
|
|
81,757
|
|
|
(22,308
|
)
|
|
(27
|
)%
|
|||
Total sales
|
$
|
800,414
|
|
|
$
|
687,787
|
|
|
$
|
112,627
|
|
|
16
|
%
|
•
|
During 2015, our Cardio & Vascular sales increased $84.5 million in comparison to the prior year and includes $88.8 million of sales from Lake Region Medical since the date of acquisition. On an organic constant currency basis, our Cardio & Vascular sales decreased 7% in comparison to 2014 due to the end of life on some legacy products. This decrease was partially offset during the fourth quarter of 2015, as our customers built safety stock in anticipation of our product line transfers to our Tijuana, Mexico facility in the first quarter of 2016.
|
•
|
For 2015, our Cardiac & Neuromodulation sales increased $25.1 million, or 8%, in comparison to 2014 and includes $13.7 million of sales from Lake Region Medical since the date of acquisition. On an organic constant currency basis, our Cardiac & Neuromodulation sales increased 2% in comparison to the prior year primarily due to a neuromodulation customer product launch, which was partially offset by the runoff of end of life products from our legacy cardiac customers.
|
•
|
Fiscal year 2015 Advanced Surgical, Orthopedics & Portable Medical sales increased 13% compared to the same period of 2014 and includes $37.9 million of sales from Lake Region Medical since the date of acquisition. During 2015, this product line continued to be negatively impacted by the weakening Euro, which reduced sales by approximately $14 million in comparison to the prior year. On an organic constant currency basis, our Advanced Surgical, Orthopedics & Portable Medical sales increased 2% in comparison to 2014 primarily due to orthopedics market growth and new customer wins partially offset by lower portable medical sales due to our refocusing this product line’s product offerings to products that have higher profitability.
|
•
|
Full year 2015 Non-Medical sales declined 27% in comparison to 2014. This decrease was primarily due to the slowdown in the energy markets, which has caused customers to reduce drilling and exploration volumes.
|
|
2015-2014
% Point Change
|
|
Performance-based compensation
(a)
|
0.9
|
%
|
Production efficiencies, volume and mix
(b)
|
0.1
|
%
|
Impact of Lake Region acquisition
(c)
|
(5.1
|
)%
|
Other
|
(0.1
|
)%
|
Total percentage point change to gross profit as a percentage of sales
|
(4.2
|
)%
|
(b)
|
Our Gross Margin percentage benefited from production efficiencies gained at our manufacturing facilities as a result of our various lean and supply chain initiatives, which was partially offset by a higher sales mix of lower margin products.
|
(c)
|
Amount represents the impact to our gross profit percentage related to the acquisition of Lake Region Medical in October 2015 and includes $23.0 million of inventory step-up amortization.
|
|
2015-2014
$ Change
|
||
Performance-based compensation
(a)
|
(4,051
|
)
|
|
Legal fees
(b)
|
1,569
|
|
|
Impact of Lake Region Medical and CCC acquisitions
(c)
|
14,823
|
|
|
Other
|
(413
|
)
|
|
Net increase in SG&A
|
$
|
11,928
|
|
(a)
|
Amount represents the change in performance-based compensation versus the prior year and is recorded based upon the actual results achieved.
|
(b)
|
Amount represents an increase in legal costs in comparison to 2014 and includes higher IP related defense costs. In 2013, we filed suit against one of our Cardiac & Neuromodulation competitors alleging they were infringing on our IP. Costs associated with this litigation accounted for $1.9 million of the increase in SG&A expenses from 2014 to 2015.
|
(c)
|
Amount represents the incremental SG&A expenses related to the acquisition of Lake Region Medical in October 2015 and CCC acquired in August 2014.
|
|
2015-2014
$ Change
|
||
Impact of Lake Region Medical acquisition
(a)
|
$
|
1,838
|
|
Performance-based compensation
(b)
|
(2,501
|
)
|
|
Customer cost reimbursements
(c)
|
2,357
|
|
|
Other
|
1,456
|
|
|
Net increase in RD&E
|
$
|
3,150
|
|
(a)
|
Amount represents the incremental RD&E expenses from Lake Region Medical, which was acquired in October 2015.
|
(b)
|
Amount represents the change in performance-based compensation versus in comparison to 2014 and is recorded based upon the actual results achieved.
|
(c)
|
The decrease in customer cost reimbursements relates to the expiration of certain government grants, which we were not eligible to renew, as well as the timing of achievement of customer milestones.
|
|
2015
|
|
2014
|
|
Change
|
||||||
2014 investments in capacity and capabilities
(a)
|
$
|
23,037
|
|
|
$
|
8,925
|
|
|
$
|
14,112
|
|
Orthopedic facilities optimization
(a)
|
1,395
|
|
|
1,317
|
|
|
78
|
|
|||
2013 operating unit realignment
(a)
|
—
|
|
|
1,017
|
|
|
(1,017
|
)
|
|||
Lake Region Medical consolidations
(a)
|
1,961
|
|
|
—
|
|
|
1,961
|
|
|||
Other consolidation and optimization income
(a)
|
—
|
|
|
(71
|
)
|
|
71
|
|
|||
Acquisition and integration costs
(b)
|
33,449
|
|
|
3
|
|
|
33,446
|
|
|||
Asset dispositions, severance and other
(c)
|
6,622
|
|
|
4,106
|
|
|
2,516
|
|
|||
Total other operating expenses, net
|
$
|
66,464
|
|
|
$
|
15,297
|
|
|
$
|
51,167
|
|
(a)
|
Refer to the “Cost Savings and Consolidation Efforts” section of this Item and Note 13 “Other Operating Expenses, Net” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for disclosures related to the timing and level of remaining expenditures for these initiatives.
|
(b)
|
During 2015, we incurred $33.1 million in acquisition and integration costs related to the acquisition of Lake Region Medical, consisting primarily of transaction costs and integration costs. Transaction costs primarily relate to change-in-control payments to former Lake Region Medical executives, as well as professional and consulting fees. Integration costs primarily include professional, consulting, severance, retention, relocation, and travel costs.
|
(b)
|
During 2015 and 2014, we recorded losses in connection with various asset disposals and write-downs. During 2015, we incurred $6.0 million in legal and professional costs in connection with the Spin-off of Nuvectra. During 2014, we incurred $0.9 million of expense related to the separation of our Senior Vice President, Human Resources. Additionally, during 2014, we recorded charges in connection with our business reorganization to align our contract manufacturing operations. Costs incurred primarily related to consulting and IT development.
|
|
U.S.
|
|
International
|
|
Combined
|
|||||||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|
$
|
|
%
|
|||||||||
Income (loss) before provision for income taxes
|
$
|
(42,166
|
)
|
|
|
|
$
|
26,466
|
|
|
|
|
$
|
(15,700
|
)
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Provision (benefit) at statutory rate
|
$
|
(14,758
|
)
|
|
35.0
|
%
|
|
$
|
9,263
|
|
|
35.0
|
%
|
|
$
|
(5,495
|
)
|
|
35.0
|
%
|
Federal tax credits
|
(1,850
|
)
|
|
4.4
|
|
|
—
|
|
|
—
|
|
|
(1,850
|
)
|
|
11.8
|
|
|||
Foreign rate differential
|
(331
|
)
|
|
0.8
|
|
|
(2,849
|
)
|
|
(10.8
|
)
|
|
(3,180
|
)
|
|
20.2
|
|
|||
Uncertain tax positions
|
(531
|
)
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
(531
|
)
|
|
3.4
|
|
|||
State taxes, net of federal benefit
|
(1,490
|
)
|
|
3.5
|
|
|
—
|
|
|
—
|
|
|
(1,490
|
)
|
|
9.5
|
|
|||
Change in foreign tax rates
|
—
|
|
|
—
|
|
|
(91
|
)
|
|
(0.3
|
)
|
|
(91
|
)
|
|
0.6
|
|
|||
Non-deductible transaction costs
|
4,867
|
|
|
(11.5
|
)
|
|
|
|
|
|
4,867
|
|
|
(31.0
|
)
|
|||||
Valuation allowance
|
943
|
|
|
(2.2
|
)
|
|
(317
|
)
|
|
(1.2
|
)
|
|
626
|
|
|
(4.0
|
)
|
|||
Other
|
6
|
|
|
—
|
|
|
(968
|
)
|
|
(3.7
|
)
|
|
(962
|
)
|
|
6.1
|
|
|||
Provision (benefit) for income taxes
|
$
|
(13,144
|
)
|
|
31.2
|
%
|
|
$
|
5,038
|
|
|
19.0
|
%
|
|
$
|
(8,106
|
)
|
|
51.6
|
%
|
(dollars in thousands)
|
December 30, 2016
|
|
January 1, 2016
|
||||
Cash and cash equivalents
|
$
|
52,116
|
|
|
$
|
82,478
|
|
Working capital
|
$
|
332,087
|
|
|
$
|
360,764
|
|
Current ratio
|
2.79
|
|
|
2.69
|
|
|
2016
|
|
2015
|
||
Cash provided by (used in):
|
|
|
|
||
Operating activities
|
105,532
|
|
|
12,479
|
|
Investing activities
|
(63,300
|
)
|
|
(473,559
|
)
|
Financing activities
|
(72,146
|
)
|
|
467,910
|
|
Effect of foreign currency exchange rates on cash and cash equivalents
|
(448
|
)
|
|
(1,176
|
)
|
Net change in cash and cash equivalents
|
(30,362
|
)
|
|
5,654
|
|
|
Payments due by period
|
||||||||||||||||||
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Total debt obligations
|
$
|
1,771,000
|
|
|
$
|
31,344
|
|
|
$
|
88,469
|
|
|
$
|
327,687
|
|
|
$
|
1,323,500
|
|
Interest on debt
(a)
|
606,765
|
|
|
101,990
|
|
|
198,820
|
|
|
189,671
|
|
|
116,284
|
|
|||||
Operating lease obligations
(b)
|
77,300
|
|
|
13,486
|
|
|
23,340
|
|
|
16,636
|
|
|
23,838
|
|
|||||
Foreign currency contracts
(b)
|
24,654
|
|
|
24,654
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Defined benefit plan obligations
(c)
|
3,073
|
|
|
261
|
|
|
457
|
|
|
467
|
|
|
1,888
|
|
|||||
Other
(d)
|
49,982
|
|
|
47,092
|
|
|
2,870
|
|
|
20
|
|
|
—
|
|
|||||
Total
|
$
|
2,532,774
|
|
|
$
|
218,827
|
|
|
$
|
313,956
|
|
|
$
|
534,481
|
|
|
$
|
1,465,510
|
|
(a)
|
Interest payments in the table above reflect the contractual interest payments on our outstanding debt based upon the balance outstanding and applicable interest rates at December 30, 2016, and exclude the impact of the debt discount amortization and impact of interest rate swap agreements. Refer to Note 9 “Debt” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information regarding long-term debt.
|
(b)
|
Refer to Note 15 “Commitments and Contingencies” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information about our operating lease obligations and foreign currency contracts.
|
(c)
|
Refer to Note 10 “Benefit Plans” of the Notes to Consolidated Financial Statements contained in Item 8 of this report for additional information about our defined benefit plan obligations.
|
(d)
|
We have included inventory purchase commitments which are legally binding and specify minimum purchase quantities. These commitments do not include open purchase orders.
|
|
|
|
|
|
Page
|
Management’s Report on Internal Control Over Financial Reporting
...................................................................................
|
|
|
|
Reports of Independent Registered Public Accounting Firm
.................................................................................................
|
|
|
|
Consolidated Balance Sheets as of December 30, 2016 and January 1, 2016........................................................................
|
|
|
|
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 30, 2016, January 1, 2016 and January 2, 2015......................................................................................................................................
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 30, 2016, January 1, 2016 and January 2, 2015....
|
|
|
|
Consolidated Statements of Stockholders’ Equity for the years ended December 30, 2016, January 1, 2016 and January 2, 2015.......................................................................................................................................................................
|
|
|
|
Notes to Consolidated Financial Statements
..........................................................................................................................
|
/s/ Thomas J. Hook
|
|
/s/ Michael Dinkins
|
Thomas J. Hook
|
|
Michael Dinkins
|
President & Chief Executive Officer
|
|
Executive Vice President & Chief Financial Officer
|
(in thousands except share and per share data)
|
December 30,
2016 |
|
January 1,
2016 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
52,116
|
|
|
$
|
82,478
|
|
Accounts receivable, net of allowance for doubtful accounts of $0.7 million and $1.0 million, respectively
|
204,626
|
|
|
207,342
|
|
||
Inventories
|
225,151
|
|
|
252,166
|
|
||
Refundable income taxes
|
13,388
|
|
|
11,730
|
|
||
Prepaid expenses and other current assets
|
22,026
|
|
|
20,888
|
|
||
Total current assets
|
517,307
|
|
|
574,604
|
|
||
Property, plant and equipment, net
|
372,042
|
|
|
379,492
|
|
||
Amortizing intangible assets, net
|
849,772
|
|
|
893,977
|
|
||
Indefinite-lived intangible assets
|
90,288
|
|
|
90,288
|
|
||
Goodwill
|
967,326
|
|
|
1,013,570
|
|
||
Deferred income taxes
|
3,970
|
|
|
3,587
|
|
||
Other assets
|
31,838
|
|
|
26,618
|
|
||
Total assets
|
$
|
2,832,543
|
|
|
$
|
2,982,136
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
31,344
|
|
|
$
|
29,000
|
|
Accounts payable
|
77,896
|
|
|
84,362
|
|
||
Income taxes payable
|
3,699
|
|
|
3,221
|
|
||
Accrued expenses
|
72,281
|
|
|
97,257
|
|
||
Total current liabilities
|
185,220
|
|
|
213,840
|
|
||
Long-term debt
|
1,698,819
|
|
|
1,685,053
|
|
||
Deferred income taxes
|
208,579
|
|
|
221,804
|
|
||
Other long-term liabilities
|
14,686
|
|
|
10,814
|
|
||
Total liabilities
|
2,107,304
|
|
|
2,131,511
|
|
||
Commitments and contingencies (Note 15)
|
|
|
|
||||
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; 31,059,038 and 30,664,119 shares issued, respectively; 30,925,496 and 30,601,167 shares outstanding, respectively
|
31
|
|
|
31
|
|
||
Additional paid-in capital
|
637,955
|
|
|
620,470
|
|
||
Treasury stock, at cost, 133,542 and 62,952 shares, respectively
|
(5,834
|
)
|
|
(3,100
|
)
|
||
Retained earnings
|
109,087
|
|
|
231,854
|
|
||
Accumulated other comprehensive income (loss)
|
(16,000
|
)
|
|
1,370
|
|
||
Total stockholders’ equity
|
725,239
|
|
|
850,625
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,832,543
|
|
|
$
|
2,982,136
|
|
|
Fiscal Year Ended
|
||||||||||
(in thousands except per share data)
|
December 30,
2016 |
|
January 1,
2016 |
|
January 2,
2015 |
||||||
Sales
|
$
|
1,386,778
|
|
|
$
|
800,414
|
|
|
$
|
687,787
|
|
Cost of sales
|
1,008,479
|
|
|
565,279
|
|
|
456,389
|
|
|||
Gross profit
|
378,299
|
|
|
235,135
|
|
|
231,398
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative expenses
|
153,291
|
|
|
102,530
|
|
|
90,602
|
|
|||
Research, development and engineering costs, net
|
55,001
|
|
|
52,995
|
|
|
49,845
|
|
|||
Other operating expenses, net
|
61,737
|
|
|
66,464
|
|
|
15,297
|
|
|||
Total operating expenses
|
270,029
|
|
|
221,989
|
|
|
155,744
|
|
|||
Operating income
|
108,270
|
|
|
13,146
|
|
|
75,654
|
|
|||
Interest expense
|
111,270
|
|
|
33,513
|
|
|
4,252
|
|
|||
(Gain) loss on cost and equity method investments, net
|
833
|
|
|
(3,350
|
)
|
|
(4,370
|
)
|
|||
Other income, net
|
(5,018
|
)
|
|
(1,317
|
)
|
|
(807
|
)
|
|||
Income (loss) before provision (benefit) for income taxes
|
1,185
|
|
|
(15,700
|
)
|
|
76,579
|
|
|||
Provision (benefit) for income taxes
|
(4,776
|
)
|
|
(8,106
|
)
|
|
21,121
|
|
|||
Net income (loss)
|
$
|
5,961
|
|
|
$
|
(7,594
|
)
|
|
$
|
55,458
|
|
Earnings (loss) per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
|
$
|
2.23
|
|
Diluted
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
|
$
|
2.14
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
30,778
|
|
|
26,363
|
|
|
24,825
|
|
|||
Diluted
|
30,973
|
|
|
26,363
|
|
|
25,975
|
|
|||
|
|
|
|
|
|
||||||
Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
5,961
|
|
|
$
|
(7,594
|
)
|
|
$
|
55,458
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation loss
|
(19,269
|
)
|
|
(7,841
|
)
|
|
(3,502
|
)
|
|||
Net change in cash flow hedges, net of tax
|
2,478
|
|
|
108
|
|
|
(1,359
|
)
|
|||
Defined benefit plan liability adjustment, net of tax
|
(579
|
)
|
|
(20
|
)
|
|
(374
|
)
|
|||
Other comprehensive loss, net
|
(17,370
|
)
|
|
(7,753
|
)
|
|
(5,235
|
)
|
|||
Comprehensive income (loss)
|
$
|
(11,409
|
)
|
|
$
|
(15,347
|
)
|
|
$
|
50,223
|
|
|
Fiscal Year Ended
|
||||||||||
(in thousands)
|
December 30, 2016
|
|
January 1, 2016
|
|
January 2, 2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
5,961
|
|
|
$
|
(7,594
|
)
|
|
$
|
55,458
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
90,524
|
|
|
44,632
|
|
|
37,197
|
|
|||
Debt related charges included in interest expense
|
7,278
|
|
|
11,320
|
|
|
773
|
|
|||
Inventory step-up amortization
|
—
|
|
|
22,986
|
|
|
260
|
|
|||
Stock-based compensation
|
8,408
|
|
|
9,376
|
|
|
13,186
|
|
|||
Non-cash (gain) loss on cost and equity method investments
|
1,495
|
|
|
275
|
|
|
(4,370
|
)
|
|||
Other non-cash (gains) losses
|
5,216
|
|
|
1,093
|
|
|
(3,214
|
)
|
|||
Deferred income taxes
|
(7,350
|
)
|
|
(10,298
|
)
|
|
531
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(2,169
|
)
|
|
3,684
|
|
|
(11,731
|
)
|
|||
Inventories
|
22,170
|
|
|
(25,752
|
)
|
|
(6,726
|
)
|
|||
Prepaid expenses and other assets
|
(3,846
|
)
|
|
(1,861
|
)
|
|
(3,281
|
)
|
|||
Accounts payable
|
(1,127
|
)
|
|
3,129
|
|
|
(970
|
)
|
|||
Accrued expenses
|
(13,935
|
)
|
|
(28,605
|
)
|
|
1,214
|
|
|||
Income taxes payable
|
(7,093
|
)
|
|
(9,906
|
)
|
|
2,949
|
|
|||
Net cash provided by operating activities
|
105,532
|
|
|
12,479
|
|
|
81,276
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisition of property, plant and equipment
|
(58,632
|
)
|
|
(44,616
|
)
|
|
(24,827
|
)
|
|||
Proceeds from sale of property, plant and equipment
|
347
|
|
|
746
|
|
|
4
|
|
|||
Proceeds from sale (purchase of) cost and equity method investments
|
(3,015
|
)
|
|
(6,300
|
)
|
|
2,248
|
|
|||
Acquisitions, net of cash acquired
|
—
|
|
|
(423,389
|
)
|
|
(16,002
|
)
|
|||
Other investing activities
|
(2,000
|
)
|
|
—
|
|
|
2,655
|
|
|||
Net cash used in investing activities
|
(63,300
|
)
|
|
(473,559
|
)
|
|
(35,922
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Principal payments of long-term debt
|
(46,000
|
)
|
|
(1,232,175
|
)
|
|
(10,000
|
)
|
|||
Proceeds from issuance of long-term debt
|
57,000
|
|
|
1,749,750
|
|
|
—
|
|
|||
Issuance of common stock
|
2,821
|
|
|
6,583
|
|
|
8,278
|
|
|||
Payment of debt issuance costs
|
(1,177
|
)
|
|
(45,933
|
)
|
|
—
|
|
|||
Distribution of cash and cash equivalents to Nuvectra Corporation
|
(76,256
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of non-controlling interests
|
(6,818
|
)
|
|
(9,875
|
)
|
|
—
|
|
|||
Other financing activities
|
(1,716
|
)
|
|
(440
|
)
|
|
(655
|
)
|
|||
Net cash provided by (used in) financing activities
|
(72,146
|
)
|
|
467,910
|
|
|
(2,377
|
)
|
|||
Effect of foreign currency exchange rates on cash and cash equivalents
|
(448
|
)
|
|
(1,176
|
)
|
|
(1,618
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(30,362
|
)
|
|
5,654
|
|
|
41,359
|
|
|||
Cash and cash equivalents, beginning of year
|
82,478
|
|
|
76,824
|
|
|
35,465
|
|
|||
Cash and cash equivalents, end of year
|
$
|
52,116
|
|
|
$
|
82,478
|
|
|
$
|
76,824
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
(in thousands)
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||
Balance at January 3, 2014
|
24,459
|
|
|
$
|
24
|
|
|
$
|
344,915
|
|
|
(37
|
)
|
|
$
|
(1,232
|
)
|
|
$
|
183,990
|
|
|
$
|
14,358
|
|
|
$
|
542,055
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,458
|
|
|
—
|
|
|
55,458
|
|
||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,235
|
)
|
|
(5,235
|
)
|
||||||
Share-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8,921
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,921
|
|
||||||
Net shares issued (acquired)
|
640
|
|
|
1
|
|
|
7,754
|
|
|
(86
|
)
|
|
(4,290
|
)
|
|
—
|
|
|
—
|
|
|
3,465
|
|
||||||
Excess tax benefit on share-based compensation
|
—
|
|
|
—
|
|
|
4,357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,357
|
|
||||||
Shares contributed to 401(k) Plan
|
—
|
|
|
—
|
|
|
126
|
|
|
95
|
|
|
4,215
|
|
|
—
|
|
|
—
|
|
|
4,341
|
|
||||||
Balance at January 2, 2015
|
25,099
|
|
|
25
|
|
|
366,073
|
|
|
(28
|
)
|
|
(1,307
|
)
|
|
239,448
|
|
|
9,123
|
|
|
613,362
|
|
||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,594
|
)
|
|
—
|
|
|
(7,594
|
)
|
||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,753
|
)
|
|
(7,753
|
)
|
||||||
Share-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
9,364
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,364
|
|
||||||
Net shares issued (acquired)
|
585
|
|
|
1
|
|
|
5,764
|
|
|
(107
|
)
|
|
(5,261
|
)
|
|
—
|
|
|
—
|
|
|
504
|
|
||||||
Excess tax benefit on share-based compensation
|
—
|
|
|
—
|
|
|
5,639
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,639
|
|
||||||
Shares contributed to 401(k) Plan
|
—
|
|
|
—
|
|
|
452
|
|
|
72
|
|
|
3,468
|
|
|
—
|
|
|
—
|
|
|
3,920
|
|
||||||
Shares issued in connection with acquisition
|
4,980
|
|
|
5
|
|
|
245,363
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245,368
|
|
||||||
Roll-over options issued in connection with acquisition
|
—
|
|
|
—
|
|
|
4,508
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,508
|
|
||||||
Purchase of non-controlling interests in subsidiaries
|
—
|
|
|
—
|
|
|
(16,693
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,693
|
)
|
||||||
Balance at January 1, 2016
|
30,664
|
|
|
31
|
|
|
620,470
|
|
|
(63
|
)
|
|
(3,100
|
)
|
|
231,854
|
|
|
1,370
|
|
|
850,625
|
|
||||||
Comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,961
|
|
|
—
|
|
|
5,961
|
|
||||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,370
|
)
|
|
(17,370
|
)
|
||||||
Share-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
8,408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,408
|
|
||||||
Net shares issued (acquired)
|
395
|
|
|
—
|
|
|
1,570
|
|
|
(71
|
)
|
|
(2,734
|
)
|
|
—
|
|
|
—
|
|
|
(1,164
|
)
|
||||||
Excess tax benefit on share-based compensation
|
—
|
|
|
—
|
|
|
2,266
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,266
|
|
||||||
Spin-off of Nuvectra Corporation
|
—
|
|
|
—
|
|
|
5,241
|
|
|
—
|
|
|
—
|
|
|
(128,728
|
)
|
|
—
|
|
|
(123,487
|
)
|
||||||
Balance at December 30, 2016
|
31,059
|
|
|
$
|
31
|
|
|
$
|
637,955
|
|
|
(134
|
)
|
|
$
|
(5,834
|
)
|
|
$
|
109,087
|
|
|
$
|
(16,000
|
)
|
|
$
|
725,239
|
|
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
|
|
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
|
|
Assets acquired
|
|
||
Current assets
|
$
|
10,670
|
|
Property, plant and equipment
|
1,131
|
|
|
Amortizing intangible assets
|
6,100
|
|
|
Goodwill
|
8,296
|
|
|
Total assets acquired
|
26,197
|
|
|
Liabilities assumed
|
|
||
Current liabilities
|
4,842
|
|
|
Deferred income taxes
|
1,590
|
|
|
Total liabilities assumed
|
6,432
|
|
|
Net assets acquired
|
$
|
19,765
|
|
|
2015
|
|
2014
|
||||
Sales
|
$
|
1,445,689
|
|
|
$
|
1,441,782
|
|
Net income (loss)
|
2,405
|
|
|
(25,865
|
)
|
||
Earnings (loss) per share:
|
|
|
|
||||
Basic
|
$
|
0.08
|
|
|
$
|
(0.87
|
)
|
Diluted
|
$
|
0.08
|
|
|
$
|
(0.87
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Noncash investing and financing activities:
|
|
|
|
|
|
||||||
Common stock contributed to 401(k) Plan
|
$
|
—
|
|
|
$
|
3,920
|
|
|
$
|
4,341
|
|
Property, plant and equipment purchases included in accounts payable
|
3,499
|
|
|
7,401
|
|
|
2,926
|
|
|||
Common stock issued in connection with Lake Region Medical acquisition
|
—
|
|
|
245,368
|
|
|
—
|
|
|||
Replacement stock options issued in connection with Lake Region Medical acquisition
|
—
|
|
|
4,508
|
|
|
—
|
|
|||
Purchase of non-controlling interests in subsidiaries included in accrued expenses
|
—
|
|
|
6,818
|
|
|
—
|
|
|||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest
|
106,475
|
|
|
13,057
|
|
|
3,521
|
|
|||
Income taxes
|
7,263
|
|
|
6,312
|
|
|
13,565
|
|
|||
Acquisition of noncash assets
|
—
|
|
|
2,013,604
|
|
|
22,434
|
|
|||
Liabilities assumed
|
—
|
|
|
1,340,339
|
|
|
6,432
|
|
|
December 30,
2016 |
|
January 1,
2016 |
||||
Raw materials
|
$
|
100,738
|
|
|
$
|
107,296
|
|
Work-in-process
|
89,224
|
|
|
93,729
|
|
||
Finished goods
|
35,189
|
|
|
51,141
|
|
||
Total
|
$
|
225,151
|
|
|
$
|
252,166
|
|
Asset
|
|
Business Segment
|
|
December 30,
2016 |
|
January 1,
2016 |
||||
Building and building improvements
|
|
Medical
|
|
$
|
794
|
|
|
$
|
996
|
|
|
December 30, 2016
|
|
January 1,
2016 |
||||
Manufacturing machinery and equipment
|
$
|
332,886
|
|
|
$
|
285,068
|
|
Buildings and building improvements
|
132,277
|
|
|
130,184
|
|
||
Information technology hardware and software
|
52,467
|
|
|
43,947
|
|
||
Leasehold improvements
|
59,292
|
|
|
36,745
|
|
||
Furniture and fixtures
|
18,989
|
|
|
16,243
|
|
||
Land and land improvements
|
20,046
|
|
|
21,774
|
|
||
Construction work in process
|
32,252
|
|
|
76,835
|
|
||
Other
|
1,062
|
|
|
852
|
|
||
|
649,271
|
|
|
611,648
|
|
||
Accumulated depreciation
|
(277,229
|
)
|
|
(232,156
|
)
|
||
Total
|
$
|
372,042
|
|
|
$
|
379,492
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation expense
|
$
|
52,662
|
|
|
$
|
27,136
|
|
|
$
|
23,320
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign
Currency
Translation
|
|
Net
Carrying
Amount
|
||||||||
December 30, 2016
|
|
|
|
|
|
|
|
||||||||
Purchased technology and patents
|
$
|
256,719
|
|
|
$
|
(100,719
|
)
|
|
$
|
333
|
|
|
$
|
156,333
|
|
Customer lists
|
759,987
|
|
|
(60,474
|
)
|
|
(6,269
|
)
|
|
693,244
|
|
||||
Other
|
4,534
|
|
|
(5,142
|
)
|
|
803
|
|
|
195
|
|
||||
Total amortizing intangible assets
|
$
|
1,021,240
|
|
|
$
|
(166,335
|
)
|
|
$
|
(5,133
|
)
|
|
$
|
849,772
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
$
|
16,769
|
|
|
$
|
7,403
|
|
|
$
|
6,201
|
|
SG&A
|
20,581
|
|
|
9,681
|
|
|
7,009
|
|
|||
RD&E
|
512
|
|
|
412
|
|
|
667
|
|
|||
Total intangible asset amortization expense
|
$
|
37,862
|
|
|
$
|
17,496
|
|
|
$
|
13,877
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
After 2021
|
|||||||
Amortization Expense
|
$
|
43,562
|
|
|
44,426
|
|
|
44,483
|
|
|
45,066
|
|
|
43,957
|
|
|
628,278
|
|
|
Trademarks
and
Tradenames
|
||
January 1, 2016
|
$
|
90,288
|
|
December 30, 2016
|
$
|
90,288
|
|
|
Medical
|
|
Non- Medical
|
|
Total
|
||||||
January 1, 2016
|
$
|
996,570
|
|
|
$
|
17,000
|
|
|
$
|
1,013,570
|
|
Goodwill divested (Note 2)
|
(40,830
|
)
|
|
—
|
|
|
(40,830
|
)
|
|||
Purchase accounting adjustments (Note 2)
|
(1,118
|
)
|
|
—
|
|
|
(1,118
|
)
|
|||
Foreign currency translation
|
(4,296
|
)
|
|
—
|
|
|
(4,296
|
)
|
|||
December 30, 2016
|
$
|
950,326
|
|
|
$
|
17,000
|
|
|
$
|
967,326
|
|
|
December 30, 2016
|
|
January 1,
2016 |
||||
Salaries and benefits
|
$
|
30,199
|
|
|
$
|
37,579
|
|
Profit sharing and bonuses
|
3,054
|
|
|
6,781
|
|
||
Accrued interest
|
6,838
|
|
|
9,378
|
|
||
Purchase of non-controlling interest in subsidiaries
|
—
|
|
|
6,818
|
|
||
Severance, retention and change in control payments
|
6,296
|
|
|
11,969
|
|
||
Warranty and customer rebates
|
8,146
|
|
|
7,205
|
|
||
Other
|
17,748
|
|
|
17,527
|
|
||
Total
|
$
|
72,281
|
|
|
$
|
97,257
|
|
|
December 30, 2016
|
|
January 1,
2016 |
||||
Senior secured term loan A
|
$
|
356,250
|
|
|
$
|
375,000
|
|
Senior secured term loan B
|
1,014,750
|
|
|
1,025,000
|
|
||
9.125% senior notes due 2023
|
360,000
|
|
|
360,000
|
|
||
Revolving line of credit
|
40,000
|
|
|
—
|
|
||
Less unamortized discount on term loan B and debt issuance costs
|
(40,837
|
)
|
|
(45,947
|
)
|
||
Total debt
|
1,730,163
|
|
|
1,714,053
|
|
||
Less current portion of long-term debt
|
31,344
|
|
|
29,000
|
|
||
Total long-term debt
|
$
|
1,698,819
|
|
|
$
|
1,685,053
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
After 2021
|
|||||||
Future minimum principal payments
|
$
|
31,344
|
|
|
40,719
|
|
|
47,750
|
|
|
87,750
|
|
|
239,937
|
|
|
1,323,500
|
|
January 2, 2015
|
$
|
2,200
|
|
Financing costs deferred
|
4,152
|
|
|
Write-off during the period
|
(907
|
)
|
|
Amortization during the period
|
(654
|
)
|
|
January 1, 2016
|
4,791
|
|
|
Amortization during the period
|
(991
|
)
|
|
December 30, 2016
|
$
|
3,800
|
|
|
Debt Issuance Costs
|
|
Unamortized Discount on TLB Facility
|
|
Total
|
||||||
January 2, 2015
|
$
|
887
|
|
|
$
|
—
|
|
|
$
|
887
|
|
Financing costs incurred
|
41,781
|
|
|
10,250
|
|
|
52,031
|
|
|||
Write-off during the period
|
(732
|
)
|
|
—
|
|
|
(732
|
)
|
|||
Amortization during the period
|
(6,028
|
)
|
|
(211
|
)
|
|
(6,239
|
)
|
|||
January 1, 2016
|
35,908
|
|
|
10,039
|
|
|
45,947
|
|
|||
Financing costs incurred
|
1,177
|
|
|
—
|
|
|
1,177
|
|
|||
Amortization during the period
|
(4,989
|
)
|
|
(1,298
|
)
|
|
(6,287
|
)
|
|||
December 30, 2016
|
$
|
32,096
|
|
|
$
|
8,741
|
|
|
$
|
40,837
|
|
Notional Amount
|
|
Start Date
|
|
End Date
|
|
Pay Fixed Rate
|
|
Receive Current Floating Rate
|
|
Fair Value
|
|
Balance Sheet Location
|
||||||
$
|
250,000
|
|
|
Jul-16
|
|
Jun-17
|
|
0.615
|
%
|
|
0.7561
|
%
|
|
$
|
267
|
|
|
Prepaid Expenses and Other Current Assets
|
$
|
200,000
|
|
|
Jun-17
|
|
Jun-20
|
|
1.1325
|
%
|
|
N/A
|
|
$
|
3,215
|
|
|
Other Assets
|
|
2016
|
|
2015
|
||||
Change in projected benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
7,992
|
|
|
$
|
2,843
|
|
Projected benefit obligation acquired
|
—
|
|
|
4,316
|
|
||
Service cost
|
431
|
|
|
439
|
|
||
Interest cost
|
174
|
|
|
165
|
|
||
Plan participants’ contribution
|
75
|
|
|
61
|
|
||
Actuarial loss
|
341
|
|
|
235
|
|
||
Benefits transferred in, net
|
84
|
|
|
258
|
|
||
Foreign currency translation
|
(369
|
)
|
|
(325
|
)
|
||
Projected benefit obligation at end of year
|
8,728
|
|
|
7,992
|
|
||
Change in fair value of plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
871
|
|
|
437
|
|
||
Employer contributions
|
36
|
|
|
69
|
|
||
Plan participants’ contributions
|
75
|
|
|
61
|
|
||
Actual loss on plan assets
|
(9
|
)
|
|
(39
|
)
|
||
Benefits transferred in, net
|
224
|
|
|
362
|
|
||
Foreign currency translation
|
(25
|
)
|
|
(19
|
)
|
||
Fair value of plan assets at end of year
|
1,172
|
|
|
871
|
|
||
Projected benefit obligation in excess of plan assets at end of year
|
$
|
7,556
|
|
|
$
|
7,121
|
|
Defined benefit liability classified as other current liabilities
|
$
|
109
|
|
|
$
|
46
|
|
Defined benefit liability classified as long-term liabilities
|
$
|
7,447
|
|
|
$
|
7,075
|
|
Accumulated benefit obligation at end of year
|
$
|
7,115
|
|
|
$
|
6,299
|
|
|
2016
|
|
2015
|
||||
Net loss occurring during the year
|
$
|
368
|
|
|
$
|
164
|
|
Amortization of losses
|
(62
|
)
|
|
(156
|
)
|
||
Prior service cost
|
1
|
|
|
(1
|
)
|
||
Amortization of prior service cost
|
(11
|
)
|
|
(9
|
)
|
||
Pre-tax adjustment (gain) loss
|
296
|
|
|
(2
|
)
|
||
Taxes
|
283
|
|
|
22
|
|
||
Net loss
|
$
|
579
|
|
|
$
|
20
|
|
Amortization of net prior service cost
|
$
|
9
|
|
Amortization of net loss
|
61
|
|
|
2016
|
|
2015
|
||||
Service cost
|
$
|
431
|
|
|
$
|
439
|
|
Interest cost
|
174
|
|
|
165
|
|
||
Expected return on assets
|
(18
|
)
|
|
(11
|
)
|
||
Recognized net actuarial loss
|
72
|
|
|
164
|
|
||
Net pension cost
|
$
|
659
|
|
|
$
|
757
|
|
|
Fair Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
December 30, 2016
|
|
|
|
|
|
|
|
||||||||
Insurance contract
|
$
|
1,172
|
|
|
$
|
—
|
|
|
$
|
1,172
|
|
|
$
|
—
|
|
January 1, 2016
|
|
|
|
|
|
|
|
||||||||
Insurance contract
|
$
|
871
|
|
|
$
|
—
|
|
|
$
|
871
|
|
|
$
|
—
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022-2026
|
|||||||
Estimated benefit payments
|
$
|
261
|
|
|
191
|
|
|
266
|
|
|
216
|
|
|
251
|
|
|
1,888
|
|
•
|
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.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Stock options
|
$
|
2,499
|
|
|
$
|
2,708
|
|
|
$
|
2,523
|
|
Restricted stock and units
|
5,909
|
|
|
6,668
|
|
|
6,417
|
|
|||
401(k) stock contribution
|
—
|
|
|
—
|
|
|
4,246
|
|
|||
Total stock-based compensation expense
|
$
|
8,408
|
|
|
$
|
9,376
|
|
|
$
|
13,186
|
|
|
|
|
|
|
|
||||||
Cost of sales
|
$
|
332
|
|
|
$
|
795
|
|
|
$
|
3,530
|
|
Selling, general and administrative expenses
|
6,246
|
|
|
7,510
|
|
|
7,923
|
|
|||
Research, development and engineering costs, net
|
355
|
|
|
982
|
|
|
1,440
|
|
|||
Other operating expenses, net (Note 13)
|
1,475
|
|
|
89
|
|
|
293
|
|
|||
Total stock-based compensation expense
|
$
|
8,408
|
|
|
$
|
9,376
|
|
|
$
|
13,186
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average grant date fair values:
|
|
|
|
|
|
||||||
Restricted stock and restricted stock units
|
$
|
47.95
|
|
|
$
|
49.84
|
|
|
$
|
44.78
|
|
Performance-based restricted stock units
|
30.83
|
|
|
32.92
|
|
|
31.33
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Fair value of options granted:
|
$
|
8.52
|
|
|
$
|
12.18
|
|
|
$
|
16.43
|
|
Assumptions:
|
|
|
|
|
|
||||||
Expected life of option from grant date (in years)
|
4.7
|
|
|
4.7
|
|
|
5.3
|
|
|||
Risk-free interest rate
|
1.49
|
%
|
|
1.55
|
%
|
|
1.73
|
%
|
|||
Expected volatility
|
27
|
%
|
|
26
|
%
|
|
39
|
%
|
|||
Expected dividend yield
|
0
|
%
|
|
0
|
%
|
|
0
|
%
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Term
(in years)
|
|
Aggregate
Intrinsic
Value
(in millions)
|
|||||
Outstanding at January 1, 2016
|
1,678,900
|
|
|
$
|
28.32
|
|
|
|
|
|
||
Granted
|
316,678
|
|
|
42.82
|
|
|
|
|
|
|||
Exercised
|
(130,459
|
)
|
|
21.61
|
|
|
|
|
|
|||
Forfeited or expired
|
(125,147
|
)
|
|
44.76
|
|
|
|
|
|
|||
Adjustment due to Spin-off
|
—
|
|
|
(2.02
|
)
|
|
|
|
|
|||
Outstanding at December 30, 2016
|
1,739,972
|
|
|
$
|
28.26
|
|
|
5.7
|
|
$
|
11.0
|
|
Vested and expected to vest at December 30, 2016
|
1,723,137
|
|
|
$
|
28.07
|
|
|
5.7
|
|
$
|
11.0
|
|
Exercisable at December 30, 2016
|
1,484,481
|
|
|
$
|
26.26
|
|
|
5.7
|
|
$
|
10.3
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Intrinsic value
|
$
|
690
|
|
|
$
|
8,231
|
|
|
$
|
7,997
|
|
Cash received
|
2,821
|
|
|
6,583
|
|
|
8,278
|
|
|||
Tax benefit realized
|
—
|
|
|
1,954
|
|
|
1,704
|
|
|
Time-Vested
Restricted Stock Units and Awards
|
|
Weighted
Average Grant Date
Fair Value
|
|||
Nonvested at January 1, 2016
|
39,235
|
|
|
$
|
47.40
|
|
Granted
|
52,697
|
|
|
47.95
|
|
|
Vested
|
(40,304
|
)
|
|
49.64
|
|
|
Forfeited
|
(12,234
|
)
|
|
48.46
|
|
|
Nonvested at December 30, 2016
|
39,394
|
|
|
$
|
45.51
|
|
|
Performance-
Vested
Restricted Stock Units and Awards
|
|
Weighted
Average Grant Date
Fair Value
|
|||
Nonvested at January 1, 2016
|
577,825
|
|
|
$
|
25.11
|
|
Granted
|
163,651
|
|
|
30.83
|
|
|
Vested
|
(254,340
|
)
|
|
16.19
|
|
|
Forfeited
|
(130,550
|
)
|
|
31.16
|
|
|
Nonvested at December 30, 2016
|
356,586
|
|
|
$
|
31.87
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Research, development and engineering costs
|
$
|
61,175
|
|
|
$
|
59,767
|
|
|
$
|
58,974
|
|
Less: cost reimbursements
|
(6,174
|
)
|
|
(6,772
|
)
|
|
(9,129
|
)
|
|||
Total research, development and engineering costs, net
|
$
|
55,001
|
|
|
$
|
52,995
|
|
|
$
|
49,845
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
2014 investments in capacity and capabilities
|
$
|
17,159
|
|
|
$
|
23,037
|
|
|
$
|
8,925
|
|
Orthopedic facilities optimization
|
747
|
|
|
1,395
|
|
|
1,317
|
|
|||
Lake Region Medical consolidations
|
8,584
|
|
|
1,961
|
|
|
—
|
|
|||
Acquisition and integration costs
|
28,316
|
|
|
33,449
|
|
|
3
|
|
|||
Asset dispositions, severance and other
|
6,931
|
|
|
6,622
|
|
|
4,106
|
|
|||
2013 operating unit realignment
|
—
|
|
|
—
|
|
|
1,017
|
|
|||
Other consolidation and optimization income
|
—
|
|
|
—
|
|
|
(71
|
)
|
|||
Total other operating expenses, net
|
$
|
61,737
|
|
|
$
|
66,464
|
|
|
$
|
15,297
|
|
•
|
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 by the first half of 2017 and is dependent upon the Company’s 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 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 occurred 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:
$6.0 million
-
$7.0 million
;
|
•
|
Accelerated depreciation and asset write-offs:
$3.0 million
-
$3.0 million
; and
|
•
|
Other:
$41.0 million
-
$45.0 million
|
|
Severance and Retention
|
|
Accelerated
Depreciation/
Asset Write-offs
|
|
Other
|
|
Total
|
||||||||
January 1, 2016
|
$
|
1,429
|
|
|
$
|
—
|
|
|
$
|
1,595
|
|
|
$
|
3,024
|
|
Restructuring charges
|
397
|
|
|
2,451
|
|
|
14,311
|
|
|
17,159
|
|
||||
Write-offs
|
—
|
|
|
(2,451
|
)
|
|
—
|
|
|
(2,451
|
)
|
||||
Cash payments
|
(1,760
|
)
|
|
—
|
|
|
(15,906
|
)
|
|
(17,666
|
)
|
||||
December 30, 2016
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66
|
|
•
|
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
|
||||||||
January 1, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restructuring charges
|
—
|
|
|
202
|
|
|
545
|
|
|
747
|
|
||||
Write-offs
|
—
|
|
|
(202
|
)
|
|
—
|
|
|
(202
|
)
|
||||
Cash payments
|
—
|
|
|
—
|
|
|
(545
|
)
|
|
(545
|
)
|
||||
December 30, 2016
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
Severance and retention:
$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
|
|
Severance
and
Retention
|
|
Accelerated
Depreciation/ Asset Write-offs |
|
Other
|
|
Total
|
||||||||
January 1, 2016
|
$
|
3,667
|
|
|
$
|
—
|
|
|
$
|
596
|
|
|
$
|
4,263
|
|
Restructuring charges
|
740
|
|
|
1,398
|
|
|
6,446
|
|
|
8,584
|
|
||||
Write-offs
|
—
|
|
|
(1,398
|
)
|
|
—
|
|
|
(1,398
|
)
|
||||
Cash payments
|
(3,678
|
)
|
|
—
|
|
|
(6,640
|
)
|
|
(10,318
|
)
|
||||
December 30, 2016
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
402
|
|
|
$
|
1,131
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
U.S.
|
$
|
(52,446
|
)
|
|
$
|
(42,166
|
)
|
|
$
|
56,801
|
|
International
|
53,631
|
|
|
26,466
|
|
|
19,778
|
|
|||
Total income (loss) before provision (benefit) for income taxes
|
$
|
1,185
|
|
|
$
|
(15,700
|
)
|
|
$
|
76,579
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(8,327
|
)
|
|
$
|
(3,753
|
)
|
|
$
|
16,293
|
|
State
|
149
|
|
|
(367
|
)
|
|
1,299
|
|
|||
International
|
10,752
|
|
|
6,312
|
|
|
2,998
|
|
|||
|
2,574
|
|
|
2,192
|
|
|
20,590
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(4,952
|
)
|
|
(8,144
|
)
|
|
1,211
|
|
|||
State
|
(638
|
)
|
|
(880
|
)
|
|
(310
|
)
|
|||
International
|
(1,760
|
)
|
|
(1,274
|
)
|
|
(370
|
)
|
|||
|
(7,350
|
)
|
|
(10,298
|
)
|
|
531
|
|
|||
Total provision (benefit) for income taxes
|
$
|
(4,776
|
)
|
|
$
|
(8,106
|
)
|
|
$
|
21,121
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
Statutory rate
|
$
|
415
|
|
35.0
|
%
|
|
$
|
(5,495
|
)
|
35.0
|
%
|
|
$
|
26,803
|
|
35.0
|
%
|
Federal tax credits
|
(1,792
|
)
|
(151.2
|
)
|
|
(1,850
|
)
|
11.8
|
|
|
(1,600
|
)
|
(2.1
|
)
|
|||
Foreign rate differential
|
(7,086
|
)
|
(598.0
|
)
|
|
(3,180
|
)
|
20.2
|
|
|
(3,276
|
)
|
(4.3
|
)
|
|||
Uncertain tax positions
|
1,724
|
|
145.5
|
|
|
(531
|
)
|
3.4
|
|
|
412
|
|
0.6
|
|
|||
State taxes, net of federal benefit
|
(1,068
|
)
|
(90.1
|
)
|
|
(1,490
|
)
|
9.5
|
|
|
507
|
|
0.7
|
|
|||
Change in foreign tax rates
|
(270
|
)
|
(22.8
|
)
|
|
(91
|
)
|
0.6
|
|
|
(446
|
)
|
(0.6
|
)
|
|||
Non-deductible transaction costs
|
1,012
|
|
85.4
|
|
|
4,867
|
|
(31.0
|
)
|
|
—
|
|
—
|
|
|||
Valuation allowance
|
1,340
|
|
113.1
|
|
|
626
|
|
(4.0
|
)
|
|
(299
|
)
|
(0.4
|
)
|
|||
Change in tax law (Internal Revenue Code §987)
|
2,630
|
|
221.9
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Other
|
(1,681
|
)
|
(141.8
|
)
|
|
(962
|
)
|
6.1
|
|
|
(980
|
)
|
(1.3
|
)
|
|||
Effective tax rate
|
$
|
(4,776
|
)
|
403.0
|
%
|
|
$
|
(8,106
|
)
|
51.6
|
%
|
|
$
|
21,121
|
|
27.6
|
%
|
|
December 30,
2016 |
|
January 1,
2016 |
||||
Net operating loss carryforwards
|
$
|
154,706
|
|
|
$
|
153,949
|
|
Tax credit carryforwards
|
24,646
|
|
|
22,196
|
|
||
Inventories
|
7,524
|
|
|
6,543
|
|
||
Accrued expenses
|
5,724
|
|
|
13,138
|
|
||
Stock-based compensation
|
10,614
|
|
|
9,512
|
|
||
Other
|
936
|
|
|
38
|
|
||
Gross deferred tax assets
|
204,150
|
|
|
205,376
|
|
||
Less valuation allowance
|
(35,391
|
)
|
|
(39,171
|
)
|
||
Net deferred tax assets
|
168,759
|
|
|
166,205
|
|
||
Property, plant and equipment
|
(33,069
|
)
|
|
(32,772
|
)
|
||
Intangible assets
|
(337,722
|
)
|
|
(347,896
|
)
|
||
Convertible subordinated notes
|
(2,577
|
)
|
|
(3,754
|
)
|
||
Gross deferred tax liabilities
|
(373,368
|
)
|
|
(384,422
|
)
|
||
Net deferred tax liability
|
$
|
(204,609
|
)
|
|
$
|
(218,217
|
)
|
Presented as follows:
|
|
|
|
||||
Noncurrent deferred tax asset
|
$
|
3,970
|
|
|
$
|
3,587
|
|
Noncurrent deferred tax liability
|
(208,579
|
)
|
|
(221,804
|
)
|
||
Net deferred tax liability
|
$
|
(204,609
|
)
|
|
$
|
(218,217
|
)
|
Jurisdiction
|
|
Tax
Attribute
|
|
Amount
(in millions)
|
|
Begin to
Expire
|
||
Federal
|
|
Net Operating Loss
|
|
$
|
388.6
|
|
|
2019
|
International
|
|
Net Operating Loss
|
|
43.0
|
|
|
2017
|
|
State
|
|
Net Operating Loss
|
|
276.4
|
|
|
2017
|
|
Federal
|
|
Foreign Tax Credit
|
|
17.0
|
|
|
2019
|
|
U.S. and State
|
|
R&D Tax Credit
|
|
4.9
|
|
|
2018
|
|
State
|
|
Investment Tax Credit
|
|
6.0
|
|
|
2016
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
$
|
9,271
|
|
|
$
|
2,411
|
|
|
$
|
1,858
|
|
Reductions (additions) relating to business combinations
|
(400
|
)
|
|
7,443
|
|
|
—
|
|
|||
Additions based upon tax positions related to the current year
|
1,450
|
|
|
274
|
|
|
268
|
|
|||
Additions related to prior period tax positions
|
240
|
|
|
163
|
|
|
510
|
|
|||
Reductions relating to settlements with tax authorities
|
—
|
|
|
(550
|
)
|
|
(225
|
)
|
|||
Reductions as a result of a lapse of applicable statute of limitations
|
—
|
|
|
(470
|
)
|
|
—
|
|
|||
Balance, end of year
|
$
|
10,561
|
|
|
$
|
9,271
|
|
|
$
|
2,411
|
|
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
3,316
|
|
|
$
|
660
|
|
Provision for warranty reserve
|
3,238
|
|
|
1,274
|
|
||
Liabilities assumed from acquisition
|
—
|
|
|
2,521
|
|
||
Warranty claims paid
|
(2,643
|
)
|
|
(1,139
|
)
|
||
Ending balance
|
$
|
3,911
|
|
|
$
|
3,316
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating lease expense
|
$
|
15,357
|
|
|
$
|
6,516
|
|
|
$
|
4,281
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
After 2021
|
|||||||
Future minimum lease payments
|
$
|
13,486
|
|
|
12,235
|
|
|
11,105
|
|
|
8,810
|
|
|
7,826
|
|
|
23,838
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Increase (reduction) in Cost of Sales
|
$
|
3,516
|
|
|
$
|
1,948
|
|
|
$
|
(168
|
)
|
Ineffective portion of change in fair value
|
—
|
|
|
—
|
|
|
—
|
|
Aggregate
Notional
Amount
|
|
Start
Date
|
|
End
Date
|
|
$/Peso
|
|
Fair
Value
|
|
Balance Sheet Location
|
|||||
$
|
24,654
|
|
|
Jan 2017
|
|
Dec 2017
|
|
0.0514
|
|
|
$
|
(2,063
|
)
|
|
Accrued Expenses
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
5,961
|
|
|
$
|
(7,594
|
)
|
|
$
|
55,458
|
|
Denominator for basic EPS:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
30,778
|
|
|
26,363
|
|
|
24,825
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
||||||
Stock options, restricted stock and restricted stock units
|
195
|
|
|
—
|
|
|
1,150
|
|
|||
Denominator for diluted EPS
|
30,973
|
|
|
26,363
|
|
|
25,975
|
|
|||
Basic EPS
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
|
$
|
2.23
|
|
Diluted EPS
|
$
|
0.19
|
|
|
$
|
(0.29
|
)
|
|
$
|
2.14
|
|
|
2016
|
|
2015
|
|
2014
|
|||
Time-vested stock options, restricted stock and restricted stock units
|
657
|
|
|
1,718
|
|
|
176
|
|
Performance-vested stock options and restricted stock units
|
357
|
|
|
578
|
|
|
—
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
January 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(2,392
|
)
|
|
$
|
3,609
|
|
|
$
|
38
|
|
|
$
|
1,332
|
|
|
$
|
1,370
|
|
Unrealized gain on cash flow hedges
|
—
|
|
|
210
|
|
|
—
|
|
|
210
|
|
|
(73
|
)
|
|
137
|
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
3,516
|
|
|
—
|
|
|
3,516
|
|
|
(1,231
|
)
|
|
2,285
|
|
||||||
Realized loss on interest rate swap hedges
|
—
|
|
|
86
|
|
|
—
|
|
|
86
|
|
|
(30
|
)
|
|
56
|
|
||||||
Net defined benefit plan liability adjustments
|
(296
|
)
|
|
—
|
|
|
—
|
|
|
(296
|
)
|
|
(283
|
)
|
|
(579
|
)
|
||||||
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
(19,269
|
)
|
|
(19,269
|
)
|
|
—
|
|
|
(19,269
|
)
|
||||||
December 30, 2016
|
$
|
(1,475
|
)
|
|
$
|
1,420
|
|
|
$
|
(15,660
|
)
|
|
$
|
(15,715
|
)
|
|
$
|
(285
|
)
|
|
$
|
(16,000
|
)
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
January 2, 2015
|
$
|
(1,181
|
)
|
|
$
|
(2,558
|
)
|
|
$
|
11,450
|
|
|
$
|
7,711
|
|
|
$
|
1,412
|
|
|
$
|
9,123
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(4,413
|
)
|
|
—
|
|
|
(4,413
|
)
|
|
1,545
|
|
|
(2,868
|
)
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
1,948
|
|
|
—
|
|
|
1,948
|
|
|
(682
|
)
|
|
1,266
|
|
||||||
Realized loss on interest rate swap hedges
|
—
|
|
|
2,631
|
|
|
—
|
|
|
2,631
|
|
|
(921
|
)
|
|
1,710
|
|
||||||
Net defined benefit plan liability adjustments
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(22
|
)
|
|
(20
|
)
|
||||||
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
(7,841
|
)
|
|
(7,841
|
)
|
|
—
|
|
|
(7,841
|
)
|
||||||
January 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(2,392
|
)
|
|
$
|
3,609
|
|
|
$
|
38
|
|
|
$
|
1,332
|
|
|
$
|
1,370
|
|
|
Fair Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
December 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps (Note 9)
|
$
|
3,482
|
|
|
$
|
—
|
|
|
$
|
3,482
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts (Note 15)
|
$
|
2,063
|
|
|
$
|
—
|
|
|
$
|
2,063
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
January 1, 2016
|
|
|
|
|
|
|
|
||||||||
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency contracts
|
$
|
307
|
|
|
$
|
—
|
|
|
$
|
307
|
|
|
$
|
—
|
|
|
Fair Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
December 30, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cost method investment
|
$
|
430
|
|
|
$
|
—
|
|
|
$
|
430
|
|
|
$
|
—
|
|
Assets Held for Sale (Note 5)
|
794
|
|
|
—
|
|
|
794
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
January 1, 2016
|
|
|
|
|
|
|
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cost method investment
|
$
|
1,100
|
|
|
$
|
—
|
|
|
$
|
1,100
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Segment sales by product line:
|
|
|
|
|
|
||||||
Medical
|
|
|
|
|
|
||||||
Cardio & Vascular
|
$
|
568,510
|
|
|
$
|
143,260
|
|
|
$
|
58,770
|
|
Cardiac & Neuromodulation
|
389,403
|
|
|
356,064
|
|
|
330,921
|
|
|||
Advanced Surgical, Orthopedics & Portable Medical
|
392,778
|
|
|
243,385
|
|
|
216,339
|
|
|||
Elimination of interproduct line sales
|
(5,592
|
)
|
|
(1,744
|
)
|
|
—
|
|
|||
Total Medical
|
1,345,099
|
|
|
740,965
|
|
|
606,030
|
|
|||
Non-Medical
|
41,679
|
|
|
59,449
|
|
|
81,757
|
|
|||
Total sales
|
$
|
1,386,778
|
|
|
$
|
800,414
|
|
|
$
|
687,787
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Segment income from operations:
|
|
|
|
|
|
||||||
Medical
|
$
|
185,448
|
|
|
$
|
83,784
|
|
|
$
|
91,677
|
|
Non-Medical
|
1,513
|
|
|
7,289
|
|
|
20,799
|
|
|||
Total segment income from operations
|
186,961
|
|
|
91,073
|
|
|
112,476
|
|
|||
Unallocated operating expenses
|
(78,691
|
)
|
|
(77,927
|
)
|
|
(36,822
|
)
|
|||
Operating income
|
108,270
|
|
|
13,146
|
|
|
75,654
|
|
|||
Unallocated expenses, net
|
(107,085
|
)
|
|
(28,846
|
)
|
|
925
|
|
|||
Income (loss) before provision (benefit) for income taxes
|
$
|
1,185
|
|
|
$
|
(15,700
|
)
|
|
$
|
76,579
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Segment depreciation and amortization:
|
|
|
|
|
|
||||||
Medical
|
$
|
83,184
|
|
|
$
|
61,618
|
|
|
$
|
31,346
|
|
Non-Medical
|
2,346
|
|
|
2,503
|
|
|
2,661
|
|
|||
Total depreciation and amortization included in segment income from operations
|
85,530
|
|
|
64,121
|
|
|
34,007
|
|
|||
Unallocated depreciation and amortization
|
4,994
|
|
|
3,497
|
|
|
3,450
|
|
|||
Total depreciation and amortization
|
$
|
90,524
|
|
|
$
|
67,618
|
|
|
$
|
37,457
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expenditures for tangible long-lived assets, excluding acquisitions:
|
|
|
|
|
|
||||||
Medical
|
$
|
44,670
|
|
|
$
|
40,931
|
|
|
$
|
19,838
|
|
Non-Medical
|
1,451
|
|
|
600
|
|
|
621
|
|
|||
Total reportable segments
|
46,121
|
|
|
41,531
|
|
|
20,459
|
|
|||
Unallocated long-lived tangible assets
|
8,251
|
|
|
6,523
|
|
|
5,187
|
|
|||
Total expenditures
|
$
|
54,372
|
|
|
$
|
48,054
|
|
|
$
|
25,646
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Sales by geographic area:
|
|
|
|
|
|
||||||
United States
|
$
|
805,742
|
|
|
$
|
401,380
|
|
|
$
|
312,539
|
|
Non-Domestic locations:
|
|
|
|
|
|
||||||
Puerto Rico
|
159,243
|
|
|
136,898
|
|
|
127,702
|
|
|||
Belgium
|
69,149
|
|
|
62,546
|
|
|
65,308
|
|
|||
Rest of world
|
352,644
|
|
|
199,590
|
|
|
182,238
|
|
|||
Total sales
|
$
|
1,386,778
|
|
|
$
|
800,414
|
|
|
$
|
687,787
|
|
|
December 30,
2016 |
|
January 1,
2016 |
|
January 2,
2015 |
||||||
Identifiable assets:
|
|
|
|
|
|
||||||
Medical
|
$
|
2,638,180
|
|
|
$
|
2,766,421
|
|
|
$
|
763,905
|
|
Non-Medical
|
60,988
|
|
|
66,492
|
|
|
73,849
|
|
|||
Total reportable segments
|
2,699,168
|
|
|
2,832,913
|
|
|
837,754
|
|
|||
Unallocated assets
|
133,375
|
|
|
149,223
|
|
|
117,368
|
|
|||
Total assets
|
$
|
2,832,543
|
|
|
$
|
2,982,136
|
|
|
$
|
955,122
|
|
|
December 30,
2016 |
|
January 1,
2016 |
|
January 2,
2015 |
||||||
Long-lived tangible assets by geographic area:
|
|
|
|
|
|
||||||
United States
|
$
|
258,899
|
|
|
$
|
264,556
|
|
|
$
|
113,851
|
|
Rest of world
|
113,143
|
|
|
114,936
|
|
|
31,074
|
|
|||
Total
|
$
|
372,042
|
|
|
$
|
379,492
|
|
|
$
|
144,925
|
|
|
Sales
|
|
Accounts Receivable
|
|||||||||||
|
2016
|
|
2015
|
|
2014
|
|
December 30,
2016 |
|
January 1,
2016 |
|||||
Customer A
|
18
|
%
|
|
17
|
%
|
|
18
|
%
|
|
7
|
%
|
|
8
|
%
|
Customer B
|
17
|
%
|
|
18
|
%
|
|
18
|
%
|
|
20
|
%
|
|
23
|
%
|
Customer C
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
|
4
|
%
|
|
6
|
%
|
Customer D
|
9
|
%
|
|
5
|
%
|
|
5
|
%
|
|
14
|
%
|
|
7
|
%
|
|
56
|
%
|
|
52
|
%
|
|
53
|
%
|
|
45
|
%
|
|
44
|
%
|
(in thousands, except per share data)
|
Fourth Quarter
|
|
Third Quarter
|
|
Second Quarter
|
|
First Quarter
|
||||||||
Fiscal Year 2016
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
359,591
|
|
|
$
|
346,567
|
|
|
$
|
348,382
|
|
|
$
|
332,238
|
|
Gross profit
|
92,891
|
|
|
97,909
|
|
|
96,031
|
|
|
91,468
|
|
||||
Net income (loss)
|
7,933
|
|
|
11,458
|
|
|
(770
|
)
|
|
(12,660
|
)
|
||||
EPS—basic
|
0.26
|
|
|
0.37
|
|
|
(0.03
|
)
|
|
(0.41
|
)
|
||||
EPS—diluted
|
0.25
|
|
|
0.37
|
|
|
(0.03
|
)
|
|
(0.41
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Fiscal Year 2015
|
|
|
|
|
|
|
|
||||||||
Sales
|
$
|
317,567
|
|
|
$
|
146,637
|
|
|
$
|
174,890
|
|
|
$
|
161,320
|
|
Gross profit
|
73,140
|
|
|
51,646
|
|
|
57,951
|
|
|
52,398
|
|
||||
Net income (loss)
|
(24,907
|
)
|
|
22
|
|
|
9,283
|
|
|
8,008
|
|
||||
EPS—basic
|
(0.85
|
)
|
|
—
|
|
|
0.36
|
|
|
0.32
|
|
||||
EPS—diluted
|
(0.85
|
)
|
|
—
|
|
|
0.35
|
|
|
0.31
|
|
|
|
|
|
a.
|
Evaluation of Disclosure Controls and Procedures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
Financial statements and financial statement schedules filed as part of this Annual Report on Form 10-K. Refer to Part II, Item 8. “Financial Statements and Supplementary Data.”
|
2.
|
The following financial statement schedule is included in this Annual Report on Form 10-K (in thousands):
|
(in thousands)
|
|
|
|
Col. C—Additions
|
|
|
|
|
||||||||||||
Column A
Description
|
|
Col. B Balance at Beginning
of Period
|
|
Charged to Costs &
Expenses
|
|
Charged to Other Accounts- Describe
|
|
Col. D Deductions
- Describe
|
|
Col. E Balance at End of
Period
|
||||||||||
December 30, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
954
|
|
|
$
|
140
|
|
|
$
|
245
|
|
(4)
|
$
|
(597
|
)
|
(2)
|
$
|
742
|
|
Valuation allowance for deferred income tax assets
|
|
$
|
39,171
|
|
|
$
|
641
|
|
(1)
|
$
|
(5,135
|
)
|
(3)(4)
|
$
|
714
|
|
(5)
|
$
|
35,391
|
|
January 1, 2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
1,411
|
|
|
$
|
(70
|
)
|
|
$
|
459
|
|
(3)(4)
|
$
|
(846
|
)
|
(2)
|
$
|
954
|
|
Valuation allowance for deferred income tax assets
|
|
$
|
10,709
|
|
|
$
|
788
|
|
(1)
|
$
|
27,836
|
|
(3)(4)
|
$
|
(162
|
)
|
(5)
|
$
|
39,171
|
|
January 2, 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
|
$
|
2,001
|
|
|
$
|
98
|
|
|
$
|
14
|
|
(3)(4)
|
$
|
(702
|
)
|
(2)
|
$
|
1,411
|
|
Valuation allowance for deferred income tax assets
|
|
$
|
11,661
|
|
|
$
|
(729
|
)
|
(1)
|
$
|
—
|
|
|
$
|
(223
|
)
|
(1)(5)
|
$
|
10,709
|
|
(1)
|
Valuation allowance recorded in the provision for income taxes for certain net operating losses and tax credits. The net decrease in allowance in 2014 primarily relates to the use of net operating loss carryforwards.
|
(2)
|
Accounts written off.
|
(3)
|
Balance recorded as a part of our 2015 acquisition of Lake Region Medical and our 2014 acquisition of Centro de Construcción de Cardioestimuladores del Uruguay. 2016 amount represents measurement-period adjustments related to the acquisition of Lake Region Medical.
|
(4)
|
Includes foreign currency translation effect.
|
(5)
|
Primarily relates to return to provision adjustments for prior years.
|
3.
|
Exhibits required by Item 601 of Regulation S-K. The exhibits listed on the Exhibit Index of this Annual Report on Form 10-K have been previously filed, are filed herewith or are incorporated herein by reference to other filings.
|
|
|
|
|
INTEGER HOLDINGS CORPORATION
|
|
|
|
|
|
Dated:
|
February 28, 2017
|
By
|
/s/ Thomas J. Hook
|
|
|
|
Thomas J. Hook (Principal Executive Officer)
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Thomas J. Hook
|
|
President, Chief Executive Officer and Director
|
|
February 28, 2017
|
Thomas J. Hook
|
|
(Principal Executive Officer)
|
|
|
/s/ Michael Dinkins
|
|
Executive Vice President and Chief Financial Officer
|
|
February 28, 2017
|
Michael Dinkins
|
|
(Principal Financial Officer)
|
|
|
/s/ Thomas J. Mazza
|
|
Vice President, Corporate Controller and Treasurer
|
|
February 28, 2017
|
Thomas J. Mazza
|
|
(Principal Accounting Officer)
|
|
|
/s/ Bill R. Sanford
|
|
Chairman
|
|
February 28, 2017
|
Bill R. Sanford
|
|
|
|
|
/s/ Pamela G. Bailey
|
|
Director
|
|
February 28, 2017
|
Pamela G. Bailey
|
|
|
|
|
/s/ Joseph W. Dziedzic
|
|
Director
|
|
February 28, 2017
|
Joseph W. Dziedzic
|
|
|
|
|
/s/ Jean M. Hobby
|
|
Director
|
|
February 28, 2017
|
Jean M. Hobby
|
|
|
|
|
/s/ M. Craig Maxwell
|
|
Director
|
|
February 28, 2017
|
M. Craig Maxwell
|
|
|
|
|
/s/ Filippo Passerini
|
|
Director
|
|
February 28, 2017
|
Filippo Passerini
|
|
|
|
|
/s/ Peter H. Soderberg
|
|
Director
|
|
February 28, 2017
|
Peter H. Soderberg
|
|
|
|
|
/s/ Donald J. Spence
|
|
Director
|
|
February 28, 2017
|
Donald J. Spence
|
|
|
|
|
/s/ William B. Summers, Jr.
|
|
Director
|
|
February 28, 2017
|
William B. Summers, Jr.
|
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of August 27, 2015, by and among Lake Region Medical Holdings, Inc., Greatbatch, Inc. and Provenance Merger Sub Inc. (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed on August 31, 2015).
|
|
|
|
2.2
|
|
Separation and Distribution Agreement, dated March 14, 2016, between Greatbatch, Inc. and QiG Group, LLC (incorporated by reference to Exhibit 2.2 to our Current Report on Form 8-K filed on March 18, 2016).
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Integer Holdings Corporation (incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q for the period ended July 1, 2016).
|
|
|
|
3.2
|
|
By-laws of Integer Holdings Corporation (Amended as of August 3, 2016) (incorporated by reference to Exhibit 3.2 to our Quarterly Report on Form 10-Q for the period ended July 1, 2016).
|
|
|
|
4.1
|
|
Indenture (including form of Note), dated as of October 27, 2015, by and among Greatbatch Ltd., the guarantors from time to time party thereto and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed on October 28, 2015).
|
|
|
|
4.2
|
|
Stockholders Agreement, dated as of October 27, 2015, by and among Greatbatch, Inc., Kohlberg Kravis Roberts & Co. L.P., Bain Capital Investors, LLC and each other stockholder party thereto (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed on October 28, 2015).
|
|
|
|
10.1#
|
|
1998 Stock Option Plan (including form of “standard” option agreement, form of “special” option agreement and form of “non-standard” option agreement) (incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 filed on May 22, 2000 (File No. 333-37554)).
|
|
|
|
10.2#
|
|
Amendment to Greatbatch, Inc. 1998 Stock Option Plan (incorporated by reference to Exhibit 10.2 to our Annual Report on Form 10-K for the period ended January 3, 2014).
|
|
|
|
10.3#
|
|
Greatbatch, Inc. Executive Short Term Incentive Compensation Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14A filed on April 20, 2012).
|
|
|
|
10.4#
|
|
Form of Change of Control Agreement between Greatbatch, Inc. and Timothy G. McEvoy (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended July 1, 2011 (File No. 001-16137)).
|
|
|
|
10.5#
|
|
Amended and Restated Change of Control Agreement, dated August 5, 2016, between Integer Holdings
Corporation and Thomas J. Hook (incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q for the period ended July 1, 2016).
|
|
|
|
10.6#
|
|
Form of Change of Control Agreement between Greatbatch, Inc. and its executive officers (Michael Dinkins, Jennifer M. Bolt, Jeremy Friedman, Antonio Gonzalez, Declan Smyth, and Kristin Trecker) (incorporated by reference to Exhibit 10.8 to our Annual Report on Form 10-K for the year ended December 28, 2012).
|
|
|
|
10.7
|
|
Credit Agreement, dated as of October 27, 2015, by among Greatbatch Ltd., as the borrower, Greatbatch, Inc., as parent, the financial institutions party thereto and Manufacturers and Traders Trust Company, as administrative agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on October 28, 2015).
|
|
|
|
10.8*
|
|
Amendment No. 1 to Credit Agreement, dated as of November 29, 2016, between Greatbatch Ltd., as the borrower, and Manufacturers and Traders Trust Company, as administrative agent, and the Lenders party thereto.
|
|
|
|
10.9#
|
|
Employment Agreement, dated August 5, 2016, between Integer Holdings Corporation and Thomas J. Hook
(incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q for the period ended July 1, 2016).
|
|
|
|
10.10#
|
|
2005 Stock Incentive Plan (incorporated by reference to Exhibit B to our Definitive Proxy Statement on Schedule 14A filed on April 20, 2007 (File No. 001-16137)).
|
|
|
|
10.11#
|
|
2009 Stock Incentive Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14A filed on April 13, 2009 (File No. 001-16137)).
|
|
|
|
10.12#
|
|
2011 Stock Incentive Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14A filed on April 14, 2014).
|
|
|
|
10.13#
|
|
Greatbatch, Inc. 2016 Stock Incentive Plan (incorporated by reference to Exhibit A to our Definitive Proxy Statement on Schedule 14A filed on April 18, 2016).
|
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
10.14#
|
|
Amendment to Greatbatch, Inc. 2011 Stock Incentive Plan, Greatbatch, Inc. 2009 Stock Incentive Plan, Greatbatch, Inc. 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K for the year ended January 3, 2014).
|
|
|
|
10.15#*
|
|
Second Amendment to Greatbatch, Inc. 2011 Stock Incentive Plan and Greatbatch, Inc. 2009 Stock Incentive Plan.
|
|
|
|
10.16#*
|
|
Amendment to Greatbatch, Inc. 2016 Stock Incentive Plan.
|
|
|
|
10.17#
|
|
Form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.15 to our Annual Report on Form 10-K for the year ended January 3, 2014).
|
|
|
|
10.18#
|
|
Form of Performance-Based Restricted Stock Units Award Agreement (incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K for the year ended January 3, 2014).
|
|
|
|
10.19#
|
|
Form of Nonqualified Option Award Letter (incorporated by reference to Exhibit 10.17 to our Annual Report on Form 10-K for the year ended January 3, 2014).
|
|
|
|
10.20#
|
|
Form of Time-Based Restricted Stock Units Award Letter (incorporated by reference to Exhibit 10.18 to our Annual Report on Form 10-K for the year ended January 3, 2014).
|
|
|
|
10.21
|
|
Transition Services Agreement, dated March 14, 2016, between Greatbatch, Inc. and QiG Group, LLC (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on March 18, 2016).
|
|
|
|
10.22
|
|
Amendment No. 1 to the Transition Services Agreement between Greatbatch, Inc. and Nuvectra Corporation (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended July 1, 2016).
|
|
|
|
10.23
|
|
Tax Matters Agreement, dated March 14, 2016, between Greatbatch, Inc. and QiG Group, LLC (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on March 18, 2016).
|
|
|
|
10.24
|
|
Employee Matters Agreement, dated March 14, 2016, between Greatbatch, Inc. and QiG Group, LLC (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on March 18, 2016).
|
|
|
|
10.25#
|
|
Employment Offer Letter, dated October 7, 2016, between Integer Holdings Corporation and Jeremy Friedman (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q for the period ended September 30, 2016).
|
|
|
|
12.1*
|
|
Ratio of Earnings to Fixed Charges (Unaudited)
|
|
|
|
21.1*
|
|
Subsidiaries of Integer Holdings Corporation
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
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*
|
|
XRBL Taxonomy Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
* -
|
Filed herewith.
|
** -
|
Furnished herewith.
|
# -
|
Indicates exhibits that are management contracts or compensation plans or arrangements required to be filed pursuant to Item 15(b) of Form 10-K.
|
Interest Coverage Ratio
|
Period
|
|
|
|
|
3.00 to 1.00
|
Through and including the third fiscal quarter of 2016.
|
|
2.50 to 1.00
|
Fourth fiscal quarter of 2016 through and including the fourth fiscal quarter of 2017.
|
|
2.75 to 1.00
|
First fiscal quarter of 2018 through and including the fourth fiscal quarter of 2018.
|
|
3.00 to 1.00
|
First fiscal quarter of 2019 and beyond.
|
Maximum Total Net
Leverage Ratio |
Period
|
|
|
6.50 to 1.00
|
Through and including the third fiscal quarter of 2016.
|
6.25 to 1.00
|
Fourth fiscal quarter of 2016 through and including the fourth fiscal quarter of 2017.
|
6.00 to 1.00
|
First fiscal quarter of 2018 and second fiscal quarter of 2018.
|
5.75 to 1.00
|
Third fiscal quarter of 2018.
|
5.50 to 1.00
|
Fourth fiscal quarter of 2018.
|
5.00 to 1.00
|
First fiscal quarter of 2019 and second fiscal quarter of 2019.
|
4.75 to 1.00
|
Third fiscal quarter of 2019.
|
4.50 to 1.00
|
Fourth fiscal quarter of 2019.
|
4.25 to 1.00
|
First fiscal quarter of 2020.
|
4.00 to 1.00
|
Second fiscal quarter of 2020 and thereafter.
|
SECTION 5.
|
AUTHORIZATION OF LENDERS REGARDING POSSIBLE FUTURE AMENDMENT
.
|
GREATBATCH LTD.
|
|
|
|
By:
|
/s/ Thomas J. Mazza
|
Name:
|
Thomas J. Mazza
|
Title:
|
Vice President and Corporate Controller
|
MANUFACTURERS AND TRADERS TRUST COMPANY
, in its capacity as the Administrative Agent
|
|
|
|
By:
|
/s/ Michael J. Prendergast
|
Name:
|
Michael J. Prendergast
|
Title:
|
Vice President
|
MANUFACTURERS AND TRADERS TRUST COMPANY
|
|
Name of Lender
|
|
|
|
|
|
By:
|
/s/ Michael J. Prendergast
|
Name:
|
Michael J. Prendergast
|
Title:
|
Vice President
|
CITIZENS BANK, N.A.
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Jason D. Houseman
|
Name:
|
Jason D. Houseman
|
Title:
|
Vice President
|
EVANS BANK, N.A.
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Stephen Bojdak
|
Name:
|
Stephan Bojdak
|
Title:
|
VP – Commercial Banking
|
FRANKLIN SYNERGY BANK
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Lisa Fletcher
|
Name:
|
Lisa Fletcher
|
Title:
|
Senior Vice President
|
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Christopher Day
|
Name:
|
Christopher Day
|
Title:
|
Authorized Signatory
|
|
|
By:
|
/s/ Karim Rahimtoola
|
Name:
|
Karim Rahimtoola
|
Title:
|
Authorized Signatory
|
KEYBANK NATIONAL ASSOCIATION
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Matthew D. Dunson
|
Name:
|
Matthew D. Dunson
|
Title:
|
Vice President
|
BANK LEUMI USA
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Douglas J. Meyer
|
Name:
|
Douglas J. Meyer
|
Title:
|
Senior Vice President
|
|
|
By:
|
/s/ James A. D’Amato
|
Name:
|
James A. D’Amato
|
Title:
|
Vice President
|
SIEMENS FINANCIAL SERVICES, INC.
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Maria Levy
|
Name:
|
Maria Levy
|
Title:
|
Vice President
|
|
|
By:
|
/s/ Michael L. Zion
|
Name:
|
Michael L. Zion
|
Title:
|
Vice President
|
SUMITOMO BANKING CORPORATIONGROUP
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Ken Takahaski
|
Name:
|
Ken Takahashi
|
Title:
|
Managing Director
|
FIFTH THIRD BANK
|
|
Name of Lender
|
|
|
|
By:
|
/s/ Joshua N. Livingston
|
Name:
|
Joshua N. Livingston
|
Title:
|
Duly Authorized Signatory
|
(1)
|
If a Participant’s service with the Company terminates on account of such Participant’s death, Disability or Retirement, any outstanding Incentive Awards held by such Participant that vest or become exercisable based upon the passage of time, shall become fully and immediately vested and exercisable, to the extent not previously vested or exercisable;
|
(2)
|
If a Participant’s service with the Company terminates on account of such Participant’s death or Disability, any outstanding Incentive Awards held by such Participant that vest or become exercisable based upon the attainment of Performance Goals shall become immediately vested and exercisable at the target performance level applicable to such Incentive Awards, to the extent not previously vested or exercisable;
|
(3)
|
If a Participant’s service with the Company terminates on account of the Participant’s Retirement, a portion of any outstanding Incentive Award(s) held by such Participant that vests or becomes exercisable based upon the attainment of Performance Goals and that is not vested or exercisable at the time of the Participant’s Retirement (the Pro-Rata Performance Portion”) will not expire or be forfeited solely by reason of the Participant’s Retirement, but will remain outstanding and continue to be eligible for vesting and exercisability based upon the attainment of the Performance Goals set forth in the applicable Award Agreement. The “Pro-Rata Performance Portion” for each Option, SAR, Restricted Stock, or Restricted Stock Units award underlying an Incentive Award and that vests or becomes exercisable as a result of the attainment of Performance
|
(4)
|
If a Participant’s service with the Company terminates on account of Retirement, all outstanding Options and SARs underlying an Incentive Award granted to such Participant, to the extent that they were exercisable at the time of the Participant’s Retirement (including by reason of this Section 6(b)), will remain exercisable until the earlier of (i) the third (3
rd
) anniversary of the Participant’s Retirement, or (ii) the expiration of the term set forth in the applicable Award Agreement; and
|
(5)
|
If a Participant’s service with the Company terminates on account of the Participant’s involuntary termination by the Company without Cause, the Pro-Rata Performance Portion of an award (determined in accordance with Subsection (b)(3)) that was awarded as part of an Incentive Award more than one year prior to the Participant’s termination will not expire or be forfeited solely by reason of the Participant’s involuntary termination by the Company without Cause, but will remain outstanding and continue to be eligible for vesting and/or exercisability based upon the attainment of the Performance Goals set forth in the applicable Award Agreement.
|
|
Year Ended
|
||||||||||||||||||
|
December 30, 2016
|
|
January 1, 2016
|
|
January 2, 2015
|
|
January 3, 2014
|
|
December 28, 2012
|
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) before income taxes
|
$
|
1,185
|
|
|
$
|
(15,700
|
)
|
|
$
|
76,579
|
|
|
$
|
48,838
|
|
|
$
|
6,730
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
103,992
|
|
|
22,193
|
|
|
3,479
|
|
|
4,895
|
|
|
5,497
|
|
|||||
Discounts & debt issuance costs
|
7,278
|
|
|
11,320
|
|
|
773
|
|
|
6,366
|
|
|
12,557
|
|
|||||
Interest portion of rental expense
|
5,119
|
|
|
2,172
|
|
|
1,413
|
|
|
1,460
|
|
|
1,056
|
|
|||||
Total earnings and fixed charges
|
$
|
117,574
|
|
|
$
|
19,985
|
|
|
$
|
82,244
|
|
|
$
|
61,559
|
|
|
$
|
25,840
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
103,992
|
|
|
$
|
22,193
|
|
|
$
|
3,479
|
|
|
$
|
4,895
|
|
|
$
|
5,497
|
|
Discounts & debt issuance costs
|
7,278
|
|
|
11,320
|
|
|
773
|
|
|
6,366
|
|
|
12,557
|
|
|||||
Interest portion of rental expense
|
5,119
|
|
|
2,172
|
|
|
1,413
|
|
|
1,460
|
|
|
1,056
|
|
|||||
Total fixed charges
|
$
|
116,389
|
|
|
$
|
35,685
|
|
|
$
|
5,665
|
|
|
$
|
12,721
|
|
|
$
|
19,110
|
|
Ratio of earnings to fixed charges
|
1.0
|
|
|
0.6
|
|
|
14.5
|
|
|
4.8
|
|
|
1.4
|
|
Subsidiary
|
|
Incorporated
|
|
|
|
|
|
Greatbatch Ltd.
|
|
New York
|
|
|
|
|
|
Electrochem Solutions, Inc.
|
|
Massachusetts
|
|
|
|
|
|
Greatbatch-Globe Tool, Inc.
|
|
Minnesota
|
|
|
|
|
|
Greatbatch Netherlands B.V.
|
|
Netherlands
|
|
|
|
|
|
Integer (Switzerland) GmbH
|
|
Switzerland
|
|
|
|
|
|
QiG Singapore Pte. Ltd.
|
|
Singapore
|
|
|
|
|
|
Greatbatch Medical SA
|
|
Switzerland
|
|
|
|
|
|
Greatbatch LLC
|
|
Delaware
|
|
|
|
|
|
Greatbatch Medical, S. de R.L. de C.V.
|
|
Mexico
|
|
|
|
|
|
Greatbatch Medical SAS
|
|
France
|
|
|
|
|
|
Greatbatch Medical Limited
|
|
United Kingdom
|
|
|
|
|
|
Greatbatch UHC SA
|
|
Switzerland
|
|
|
|
|
|
Centro de Construcción de Cardioestimuladores del Uruguay SA
|
|
Uruguay
|
|
|
|
|
|
GBV, LLC
|
|
Delaware
|
|
|
|
|
|
Greatbatch MCSO, S. de R.L. de C.V
|
|
Mexico
|
|
|
|
|
|
Greatbatch European Business Development Organization, SA
|
|
Switzerland
|
|
|
|
|
|
Lake Region Medical Holdings, Inc
|
|
Delaware
|
|
|
|
|
|
Lake Region Medical, Inc.
|
|
Maryland
|
|
|
|
|
|
Lake Region Manufacturing, Inc.
|
|
Minnesota
|
|
|
|
|
|
Lake Region Medical Holdings Limited
|
|
Ireland
|
|
|
|
|
|
Lake Region Medical Limited
|
|
Ireland
|
|
|
|
|
|
Brivant Limited
|
|
Ireland
|
|
|
|
|
|
Lake (Shanghai) Medical device Trading Co., Ltd.
|
|
China
|
|
|
|
|
|
American Technical Molding, Inc.
|
|
California
|
|
|
|
|
|
G&D LLC
|
|
Colorado
|
|
|
|
|
|
Subsidiary
|
|
Incorporated
|
|
|
|
|
|
UTI Holdings, LLC
|
|
Delaware
|
|
|
|
|
|
Lake Region Medical GmbH
|
|
Germany
|
|
|
|
|
|
Star Guide Limited d/b/a Star Guide Europe
|
|
Ireland
|
|
|
|
|
|
Spectrum Manufacturing, Inc.
|
|
Nevada
|
|
|
|
|
|
MedSource Technologies Holdings, LLC
|
|
Delaware
|
|
|
|
|
|
MedSource Technologies, LLC
|
|
Delaware
|
|
|
|
|
|
MedSource Technologies Newton, Inc.
|
|
Delaware
|
|
|
|
|
|
Brimfield Precision, LLC
|
|
Delaware
|
|
|
|
|
|
Kelco Acquisition LLC
|
|
Delaware
|
|
|
|
|
|
MedSource Trenton LLC
|
|
Delaware
|
|
|
|
|
|
Portlyn, LLC
|
|
Delaware
|
|
|
|
|
|
Noble-Met LLC
|
|
Virginia
|
|
|
|
|
|
Venusa, Ltd
|
|
New York
|
|
|
|
|
|
Medis S.A de C.V.
|
|
Mexico
|
|
|
|
|
|
Venusa de Mexico, S.A. de C.V.
|
|
Mexico
|
|
|
|
|
|
Lake Region Medical Sdn. Bhd.
|
|
Malaysia
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended
December 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:
|
February 28, 2017
|
|
/s/ Thomas J. Hook
|
|
|
|
Thomas J. Hook
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K for the fiscal year ended
December 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:
|
February 28, 2017
|
|
/s/ Michael Dinkins
|
|
|
|
Michael Dinkins
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Dated:
|
February 28, 2017
|
|
/s/ Thomas J. Hook
|
|
|
|
Thomas J. Hook
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated:
|
February 28, 2017
|
|
/s/ Michael Dinkins
|
|
|
|
Michael Dinkins
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|