|
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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Large accelerated filer
|
ý
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Accelerated filer
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¨
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Non-accelerated filer
|
¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 1.
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ITEM 1A.
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ITEM 6.
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||
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|
|
(in thousands except share and per share data)
|
March 30,
2018 |
|
December 29,
2017 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
29,488
|
|
|
$
|
44,096
|
|
Accounts receivable, net of allowance for doubtful accounts of $0.7 million and $0.8
million, respectively
|
242,218
|
|
|
242,456
|
|
||
Inventories
|
239,490
|
|
|
227,534
|
|
||
Refundable income taxes
|
494
|
|
|
37
|
|
||
Prepaid expenses and other current assets
|
17,071
|
|
|
17,786
|
|
||
Total current assets
|
528,761
|
|
|
531,909
|
|
||
Property, plant and equipment, net
|
367,664
|
|
|
370,375
|
|
||
Goodwill
|
995,200
|
|
|
990,238
|
|
||
Other intangible assets, net
|
914,398
|
|
|
920,393
|
|
||
Deferred income taxes
|
4,388
|
|
|
4,152
|
|
||
Other assets
|
36,647
|
|
|
31,278
|
|
||
Total assets
|
$
|
2,847,058
|
|
|
$
|
2,848,345
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
32,813
|
|
|
$
|
30,469
|
|
Accounts payable
|
104,372
|
|
|
83,517
|
|
||
Income taxes payable
|
12,549
|
|
|
13,477
|
|
||
Accrued expenses
|
74,992
|
|
|
81,540
|
|
||
Total current liabilities
|
224,726
|
|
|
209,003
|
|
||
Long-term debt
|
1,528,944
|
|
|
1,578,696
|
|
||
Deferred income taxes
|
150,578
|
|
|
145,364
|
|
||
Other long-term liabilities
|
22,421
|
|
|
21,901
|
|
||
Total liabilities
|
1,926,669
|
|
|
1,954,964
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.001 par value; 100,000,000 shares authorized; 32,138,402 and 31,977,953 shares issued, respectively; 32,011,286 and 31,871,427 shares outstanding, respectively
|
32
|
|
|
32
|
|
||
Additional paid-in capital
|
673,106
|
|
|
669,756
|
|
||
Treasury stock, at cost, 127,116 and 106,526 shares, respectively
|
(5,964
|
)
|
|
(4,654
|
)
|
||
Retained earnings
|
184,186
|
|
|
176,068
|
|
||
Accumulated other comprehensive income
|
69,029
|
|
|
52,179
|
|
||
Total stockholders’ equity
|
920,389
|
|
|
893,381
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,847,058
|
|
|
$
|
2,848,345
|
|
|
Three Months Ended
|
||||||
(in thousands except per share data)
|
March 30,
2018 |
|
March 31,
2017 |
||||
Sales
|
$
|
381,745
|
|
|
$
|
345,413
|
|
Cost of sales
|
285,975
|
|
|
254,187
|
|
||
Gross profit
|
95,770
|
|
|
91,226
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative expenses
|
41,238
|
|
|
39,499
|
|
||
Research, development and engineering costs
|
14,538
|
|
|
13,411
|
|
||
Other operating expenses
|
5,277
|
|
|
11,771
|
|
||
Total operating expenses
|
61,053
|
|
|
64,681
|
|
||
Operating income
|
34,717
|
|
|
26,545
|
|
||
Interest expense
|
26,445
|
|
|
28,893
|
|
||
(Gain) loss on cost and equity method investments, net
|
(4,970
|
)
|
|
398
|
|
||
Other loss, net
|
1,033
|
|
|
1,449
|
|
||
Income (loss) before income taxes
|
12,209
|
|
|
(4,195
|
)
|
||
Provision for income taxes
|
4,091
|
|
|
144
|
|
||
Net income (loss)
|
$
|
8,118
|
|
|
$
|
(4,339
|
)
|
Earnings (loss) per share:
|
|
|
|
||||
Basic
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
Diluted
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
31,902
|
|
|
31,016
|
|
||
Diluted
|
32,423
|
|
|
31,016
|
|
||
|
|
|
|
||||
Comprehensive Income
|
|
|
|
||||
Net income (loss)
|
$
|
8,118
|
|
|
$
|
(4,339
|
)
|
Other comprehensive income:
|
|
|
|
||||
Foreign currency translation gain
|
13,441
|
|
|
6,536
|
|
||
Net change in cash flow hedges, net of tax
|
3,409
|
|
|
1,750
|
|
||
Other comprehensive income
|
16,850
|
|
|
8,286
|
|
||
Comprehensive income
|
$
|
24,968
|
|
|
$
|
3,947
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
March 30,
2018 |
|
March 31,
2017 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income (loss)
|
$
|
8,118
|
|
|
$
|
(4,339
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
26,334
|
|
|
24,606
|
|
||
Debt related amortization included in interest expense
|
2,871
|
|
|
3,437
|
|
||
Stock-based compensation
|
3,222
|
|
|
4,669
|
|
||
Non-cash (gain) loss on cost and equity method investments
|
(4,970
|
)
|
|
398
|
|
||
Other non-cash losses
|
123
|
|
|
1,101
|
|
||
Deferred income taxes
|
3,181
|
|
|
(1,753
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
1,008
|
|
|
(8,700
|
)
|
||
Inventories
|
(11,442
|
)
|
|
(5,956
|
)
|
||
Prepaid expenses and other current assets
|
2,810
|
|
|
1,853
|
|
||
Accounts payable
|
22,466
|
|
|
13,146
|
|
||
Accrued expenses
|
(6,031
|
)
|
|
4,401
|
|
||
Income taxes
|
(1,568
|
)
|
|
5,762
|
|
||
Net cash provided by operating activities
|
46,122
|
|
|
38,625
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Acquisition of property, plant and equipment
|
(10,959
|
)
|
|
(12,787
|
)
|
||
Proceeds from sale of property, plant and equipment
|
898
|
|
|
459
|
|
||
Purchase of cost and equity method investments
|
—
|
|
|
(260
|
)
|
||
Net cash used in investing activities
|
(10,061
|
)
|
|
(12,588
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Principal payments of long-term debt
|
(50,032
|
)
|
|
(79,151
|
)
|
||
Proceeds from issuance of long-term debt
|
—
|
|
|
50,000
|
|
||
Proceeds from the exercise of stock options
|
1,006
|
|
|
7,449
|
|
||
Payment of debt issuance costs
|
—
|
|
|
(1,789
|
)
|
||
Withholding tax paid related to stock-based compensation
|
(2,188
|
)
|
|
—
|
|
||
Net cash used in financing activities
|
(51,214
|
)
|
|
(23,491
|
)
|
||
Effect of foreign currency exchange rates on cash and cash equivalents
|
545
|
|
|
219
|
|
||
Net increase (decrease) in cash and cash equivalents
|
(14,608
|
)
|
|
2,765
|
|
||
Cash and cash equivalents, beginning of period
|
44,096
|
|
|
52,116
|
|
||
Cash and cash equivalents, end of period
|
$
|
29,488
|
|
|
$
|
54,881
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Noncash investing and financing activities:
|
|
|
|
||||
Property, plant and equipment purchases included in accounts payable
|
$
|
2,007
|
|
|
$
|
3,243
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury Stock
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive
Income
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
(in thousands)
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||
December 29, 2017
|
31,978
|
|
|
$
|
32
|
|
|
$
|
669,756
|
|
|
(107
|
)
|
|
$
|
(4,654
|
)
|
|
$
|
176,068
|
|
|
$
|
52,179
|
|
|
$
|
893,381
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,118
|
|
|
—
|
|
|
8,118
|
|
||||||
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,850
|
|
|
16,850
|
|
||||||
Share-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
3,222
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,222
|
|
||||||
Net shares issued
|
160
|
|
|
—
|
|
|
128
|
|
|
(20
|
)
|
|
(1,310
|
)
|
|
—
|
|
|
—
|
|
|
(1,182
|
)
|
||||||
March 30, 2018
|
32,138
|
|
|
$
|
32
|
|
|
$
|
673,106
|
|
|
(127
|
)
|
|
$
|
(5,964
|
)
|
|
$
|
184,186
|
|
|
$
|
69,029
|
|
|
$
|
920,389
|
|
|
March 30,
2018 |
|
December 29,
2017 |
||||
Raw materials
|
$
|
96,405
|
|
|
$
|
97,615
|
|
Work-in-process
|
104,612
|
|
|
92,650
|
|
||
Finished goods
|
38,473
|
|
|
37,269
|
|
||
Total
|
$
|
239,490
|
|
|
$
|
227,534
|
|
|
Medical
|
|
Non- Medical
|
|
Total
|
||||||
December 29, 2017
|
$
|
973,238
|
|
|
$
|
17,000
|
|
|
$
|
990,238
|
|
Foreign currency translation
|
4,962
|
|
|
—
|
|
|
4,962
|
|
|||
March 30, 2018
|
$
|
978,200
|
|
|
$
|
17,000
|
|
|
$
|
995,200
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign
Currency
Translation
|
|
Net
Carrying
Amount
|
||||||||
March 30, 2018
|
|
|
|
|
|
|
|
||||||||
Definite-lived:
|
|
|
|
|
|
|
|
||||||||
Purchased technology and patents
|
$
|
256,719
|
|
|
$
|
(121,802
|
)
|
|
$
|
3,432
|
|
|
$
|
138,349
|
|
Customer lists
|
759,987
|
|
|
(95,149
|
)
|
|
20,872
|
|
|
685,710
|
|
||||
Other
|
4,534
|
|
|
(7,809
|
)
|
|
3,326
|
|
|
51
|
|
||||
Total
|
$
|
1,021,240
|
|
|
$
|
(224,760
|
)
|
|
$
|
27,630
|
|
|
$
|
824,110
|
|
Indefinite-lived:
|
|
|
|
|
|
|
|
||||||||
Trademarks and tradenames
|
|
|
|
|
|
|
|
$
|
90,288
|
|
|||||
|
|
|
|
|
|
|
|
||||||||
December 29, 2017
|
|
|
|
|
|
|
|
||||||||
Definite-lived:
|
|
|
|
|
|
|
|
||||||||
Purchased technology and patents
|
$
|
256,719
|
|
|
$
|
(117,695
|
)
|
|
$
|
2,483
|
|
|
$
|
141,507
|
|
Customer lists
|
759,987
|
|
|
(87,555
|
)
|
|
16,103
|
|
|
688,535
|
|
||||
Other
|
4,534
|
|
|
(7,797
|
)
|
|
3,326
|
|
|
63
|
|
||||
Total
|
$
|
1,021,240
|
|
|
$
|
(213,047
|
)
|
|
$
|
21,912
|
|
|
$
|
830,105
|
|
Indefinite-lived:
|
|
|
|
|
|
|
|
||||||||
Trademarks and tradenames
|
|
|
|
|
|
|
|
$
|
90,288
|
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Cost of sales
|
$
|
4,068
|
|
|
$
|
4,084
|
|
Selling, general and administrative expenses
|
7,606
|
|
|
6,758
|
|
||
Research, development and engineering costs
|
39
|
|
|
136
|
|
||
Total intangible asset amortization expense
|
$
|
11,713
|
|
|
$
|
10,978
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After 2022
|
||||||||||||
Amortization Expense
|
$
|
33,872
|
|
|
$
|
45,724
|
|
|
$
|
46,349
|
|
|
$
|
45,470
|
|
|
$
|
43,430
|
|
|
$
|
609,265
|
|
|
March 30,
2018 |
|
December 29,
2017 |
||||
Senior secured term loan A
|
$
|
328,125
|
|
|
$
|
335,157
|
|
Senior secured term loan B
|
830,286
|
|
|
873,286
|
|
||
9.125% senior notes due 2023
|
360,000
|
|
|
360,000
|
|
||
Revolving line of credit
|
74,000
|
|
|
74,000
|
|
||
Unamortized discount on term loan B and debt issuance costs
|
(30,654
|
)
|
|
(33,278
|
)
|
||
Total debt
|
1,561,757
|
|
|
1,609,165
|
|
||
Current portion of long-term debt
|
(32,813
|
)
|
|
(30,469
|
)
|
||
Total long-term debt
|
$
|
1,528,944
|
|
|
$
|
1,578,696
|
|
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
After 2022
|
||||||||||||
Future minimum principal payments
|
|
$
|
23,437
|
|
|
$
|
37,500
|
|
|
$
|
111,500
|
|
|
$
|
229,688
|
|
|
$
|
830,286
|
|
|
$
|
360,000
|
|
December 29, 2017
|
$
|
2,808
|
|
Amortization during the period
|
(247
|
)
|
|
March 30, 2018
|
$
|
2,561
|
|
|
Debt Issuance Costs
|
|
Unamortized Discount on TLB Facility
|
|
Total
|
||||||
December 29, 2017
|
$
|
26,889
|
|
|
$
|
6,389
|
|
|
$
|
33,278
|
|
Write-off of debt issuance costs and unamortized discount
(1)
|
(745
|
)
|
|
(312
|
)
|
|
(1,057
|
)
|
|||
Amortization during the period
|
(1,279
|
)
|
|
(288
|
)
|
|
(1,567
|
)
|
|||
March 30, 2018
|
$
|
24,865
|
|
|
$
|
5,789
|
|
|
$
|
30,654
|
|
(1)
|
The Company prepaid portions of its TLB Facility during 2018 and 2017. The Company recognized losses from extinguishment of debt during the quarters ended
March 30, 2018
and
March 31, 2017
of
$1.1 million
and
$1.6 million
, respectively, which is included in Interest Expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income. The loss from extinguishment of debt represents the portion of the unamortized discount and debt issuance costs related to the portion of the TLB Facility that was prepaid.
|
Notional Amount
|
|
Start Date
|
|
End Date
|
|
Pay Fixed Rate
|
|
Receive Current Floating Rate
|
|
Fair Value
|
|
Balance Sheet Location
|
||||||
$
|
200,000
|
|
|
Jun-17
|
|
Jun-20
|
|
1.1325
|
%
|
|
1.8750
|
%
|
|
$
|
5,544
|
|
|
Other Long-Term Assets
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Service cost
|
$
|
127
|
|
|
$
|
110
|
|
Interest cost
|
46
|
|
|
38
|
|
||
Amortization of net loss
|
16
|
|
|
17
|
|
||
Expected return on plan assets
|
(4
|
)
|
|
(4
|
)
|
||
Net defined benefit cost
|
$
|
185
|
|
|
$
|
161
|
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Stock options
|
$
|
331
|
|
|
$
|
710
|
|
RSAs and RSUs (time-based)
|
2,078
|
|
|
2,204
|
|
||
Performance-based RSUs (“PSUs”)
|
813
|
|
|
1,755
|
|
||
Total stock-based compensation expense
|
$
|
3,222
|
|
|
$
|
4,669
|
|
|
|
|
|
||||
Cost of sales
|
$
|
220
|
|
|
$
|
142
|
|
Selling, general and administrative expenses
|
2,965
|
|
|
2,159
|
|
||
Research, development and engineering costs
|
33
|
|
|
105
|
|
||
Other operating expenses
|
4
|
|
|
2,263
|
|
||
Total stock-based compensation expense
|
$
|
3,222
|
|
|
$
|
4,669
|
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Weighted average fair value
|
$
|
14.89
|
|
|
$
|
9.14
|
|
Risk-free interest rate
|
2.21
|
%
|
|
1.63
|
%
|
||
Expected volatility
|
39
|
%
|
|
38
|
%
|
||
Expected life (in years)
|
4.0
|
|
|
3.7
|
|
||
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(In Years)
|
|
Aggregate
Intrinsic
Value
(In Millions)
|
|||||
Outstanding at December 29, 2017
|
931,353
|
|
|
$
|
30.89
|
|
|
|
|
|
||
Granted
|
28,447
|
|
|
45.13
|
|
|
|
|
|
|||
Exercised
|
(27,322
|
)
|
|
36.81
|
|
|
|
|
|
|||
Forfeited or expired
|
(818
|
)
|
|
48.43
|
|
|
|
|
|
|||
Outstanding at March 30, 2018
|
931,660
|
|
|
$
|
31.14
|
|
|
5.7
|
|
$
|
23.7
|
|
Exercisable at March 30, 2018
|
777,521
|
|
|
$
|
30.03
|
|
|
5.0
|
|
$
|
20.6
|
|
|
Time-Vested
Activity
|
|
Weighted Average Fair Value
|
|||
Nonvested at December 29, 2017
|
163,431
|
|
|
$
|
35.96
|
|
Granted
|
147,878
|
|
|
49.30
|
|
|
Vested
|
(11,999
|
)
|
|
49.78
|
|
|
Forfeited
|
(4,453
|
)
|
|
43.62
|
|
|
Nonvested at March 30, 2018
|
294,857
|
|
|
$
|
41.97
|
|
|
Performance-
Vested
Activity
|
|
Weighted
Average
Fair Value
|
|||
Nonvested at December 29, 2017
|
469,889
|
|
|
$
|
32.37
|
|
Granted
|
159,669
|
|
|
45.37
|
|
|
Vested
|
(127,191
|
)
|
|
34.29
|
|
|
Forfeited
|
(129,311
|
)
|
|
33.36
|
|
|
Nonvested at March 30, 2018
|
373,056
|
|
|
$
|
36.93
|
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Strategic reorganization and alignment
|
$
|
3,492
|
|
|
$
|
—
|
|
Manufacturing alignment to support growth
|
513
|
|
|
—
|
|
||
Consolidation and optimization initiatives
|
605
|
|
|
2,395
|
|
||
Acquisition and integration expenses
|
—
|
|
|
4,820
|
|
||
Asset dispositions, severance and other
|
667
|
|
|
4,556
|
|
||
Total other operating expenses
|
$
|
5,277
|
|
|
$
|
11,771
|
|
|
Severance and Retention
|
|
Other
|
|
Total
|
||||||
December 29, 2017
|
$
|
1,308
|
|
|
$
|
—
|
|
|
$
|
1,308
|
|
Restructuring charges
|
3,274
|
|
|
1,336
|
|
|
4,610
|
|
|||
Cash payments
|
(3,136
|
)
|
|
(897
|
)
|
|
(4,033
|
)
|
|||
March 30, 2018
|
$
|
1,446
|
|
|
$
|
439
|
|
|
$
|
1,885
|
|
December 29, 2017
|
$
|
4,745
|
|
Additions to warranty reserve
|
256
|
|
|
Warranty claims settled
|
(69
|
)
|
|
March 30, 2018
|
$
|
4,932
|
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Increase in sales
|
$
|
139
|
|
|
$
|
24
|
|
Increase (decrease) in cost of sales
|
(436
|
)
|
|
1,062
|
|
||
Ineffective portion of change in fair value
|
—
|
|
|
—
|
|
Aggregate
Notional
Amount
|
|
Start
Date
|
|
End
Date
|
|
$/Foreign Currency
|
|
Fair
Value
|
|
Balance Sheet Location
|
||||||
$
|
2,313
|
|
|
Jan 2018
|
|
Jun 2018
|
|
0.0514
|
|
Peso
|
|
$
|
142
|
|
|
Prepaid expenses and other current assets
|
22,798
|
|
|
Jan 2018
|
|
Dec 2018
|
|
0.0507
|
|
Peso
|
|
1,403
|
|
|
Prepaid expenses and other current assets
|
||
21,900
|
|
|
Jan 2018
|
|
Dec 2018
|
|
1.2089
|
|
Euro
|
|
644
|
|
|
Prepaid expenses and other current assets
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Numerator for basic and diluted EPS:
|
|
|
|
||||
Net income (loss)
|
$
|
8,118
|
|
|
$
|
(4,339
|
)
|
Denominator for basic EPS:
|
|
|
|
||||
Weighted average shares outstanding
|
31,902
|
|
|
31,016
|
|
||
Effect of dilutive securities:
|
|
|
|
||||
Stock options, restricted stock and RSUs
|
521
|
|
|
—
|
|
||
Denominator for diluted EPS
|
32,423
|
|
|
31,016
|
|
||
Basic EPS
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
Diluted EPS
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
|
Three Months Ended
|
||||
|
March 30,
2018 |
|
March 31,
2017 |
||
Time-vested stock options, restricted stock and RSUs
|
150
|
|
|
1,700
|
|
Performance-vested restricted stock and PSUs
|
182
|
|
|
593
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
December 29, 2017
|
$
|
(1,422
|
)
|
|
$
|
3,418
|
|
|
$
|
50,200
|
|
|
$
|
52,196
|
|
|
$
|
(17
|
)
|
|
$
|
52,179
|
|
Unrealized gain on cash flow hedges
|
—
|
|
|
5,124
|
|
|
—
|
|
|
5,124
|
|
|
(1,076
|
)
|
|
4,048
|
|
||||||
Realized gain on foreign currency hedges
|
—
|
|
|
(575
|
)
|
|
—
|
|
|
(575
|
)
|
|
121
|
|
|
(454
|
)
|
||||||
Realized gain on interest rate swap hedges
|
—
|
|
|
(234
|
)
|
|
—
|
|
|
(234
|
)
|
|
49
|
|
|
(185
|
)
|
||||||
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
13,441
|
|
|
13,441
|
|
|
—
|
|
|
13,441
|
|
||||||
March 30, 2018
|
$
|
(1,422
|
)
|
|
$
|
7,733
|
|
|
$
|
63,641
|
|
|
$
|
69,952
|
|
|
$
|
(923
|
)
|
|
$
|
69,029
|
|
December 30, 2016
|
$
|
(1,475
|
)
|
|
$
|
1,420
|
|
|
$
|
(15,660
|
)
|
|
$
|
(15,715
|
)
|
|
$
|
(285
|
)
|
|
$
|
(16,000
|
)
|
Unrealized gain on cash flow hedges
|
—
|
|
|
1,712
|
|
|
—
|
|
|
1,712
|
|
|
(599
|
)
|
|
1,113
|
|
||||||
Realized loss on foreign currency hedges
|
—
|
|
|
1,086
|
|
|
—
|
|
|
1,086
|
|
|
(380
|
)
|
|
706
|
|
||||||
Realized gain on interest rate swap hedges
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(106
|
)
|
|
37
|
|
|
(69
|
)
|
||||||
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
6,536
|
|
|
6,536
|
|
|
—
|
|
|
6,536
|
|
||||||
March 31, 2017
|
$
|
(1,475
|
)
|
|
$
|
4,112
|
|
|
$
|
(9,124
|
)
|
|
$
|
(6,487
|
)
|
|
$
|
(1,227
|
)
|
|
$
|
(7,714
|
)
|
|
|
Fair Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
March 30, 2018
|
|
|
|
|
|
|
|
|
||||||||
Assets: Foreign currency contracts (Note 9)
|
|
$
|
2,189
|
|
|
$
|
—
|
|
|
$
|
2,189
|
|
|
$
|
—
|
|
Assets: Interest rate swap (Note 4)
|
|
5,544
|
|
|
—
|
|
|
5,544
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
December 29, 2017
|
|
|
|
|
|
|
|
|
||||||||
Assets: Interest rate swaps
|
|
$
|
4,279
|
|
|
$
|
—
|
|
|
$
|
4,279
|
|
|
$
|
—
|
|
Liabilities: Foreign currency contracts
|
|
861
|
|
|
—
|
|
|
861
|
|
|
—
|
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Segment sales by product line:
|
|
|
|
||||
Medical
|
|
|
|
||||
Cardio & Vascular
|
$
|
138,348
|
|
|
$
|
125,108
|
|
Cardiac & Neuromodulation
|
108,910
|
|
|
103,813
|
|
||
Advanced Surgical, Orthopedics & Portable Medical
|
121,775
|
|
|
105,146
|
|
||
Total Medical
|
369,033
|
|
|
334,067
|
|
||
Non-Medical
|
12,712
|
|
|
11,346
|
|
||
Total sales
|
$
|
381,745
|
|
|
$
|
345,413
|
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Segment income from operations:
|
|
|
|
||||
Medical
|
$
|
52,127
|
|
|
$
|
50,360
|
|
Non-Medical
|
3,198
|
|
|
1,562
|
|
||
Total segment income from operations
|
55,325
|
|
|
51,922
|
|
||
Unallocated operating expenses
|
(20,608
|
)
|
|
(25,377
|
)
|
||
Operating income
|
34,717
|
|
|
26,545
|
|
||
Unallocated expenses, net
|
(22,508
|
)
|
|
(30,740
|
)
|
||
Income (loss) before income taxes
|
$
|
12,209
|
|
|
$
|
(4,195
|
)
|
(14.)
|
REVENUE FROM CONTRACTS WITH CUSTOMERS
|
(14.)
|
REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)
|
Customer
|
|
|
Medical
|
|
Non-Medical
|
||
Customer A
|
|
|
17
|
%
|
|
—
|
%
|
Customer B
|
|
|
16
|
%
|
|
—
|
%
|
Customer C
|
|
|
15
|
%
|
|
—
|
%
|
Customer D
|
|
|
—
|
%
|
|
19
|
%
|
Customer E
|
|
|
—
|
%
|
|
11
|
%
|
All other customers
|
|
|
52
|
%
|
|
70
|
%
|
Ship to Location
|
|
|
Medical
|
|
Non-Medical
|
||
United States
|
|
|
55
|
%
|
|
69
|
%
|
Puerto Rico
|
|
|
10
|
%
|
|
—
|
%
|
Canada
|
|
|
—
|
%
|
|
11
|
%
|
All other Countries
|
|
|
35
|
%
|
|
20
|
%
|
(15.)
|
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.
|
|
The new guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users.
|
|
December 29, 2018 (beginning of 2019 fiscal year). Early adoption is permitted.
|
|
The Company is currently evaluating the impact that the adoption of this ASU will have on its consolidated financial statements.
|
In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities.
|
|
The new guidance improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results.
|
|
December 29, 2018. Early adoption is permitted.
|
|
The Company does not believe the adoption of this guidance will have a material impact on its consolidated financial statements.
|
In March 2017, the FASB issued ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost.
|
|
The new guidance clarifies the presentation and classification of the components of net periodic benefit costs in the consolidated statement of operations.
|
|
December 30, 2017.
|
|
The Company adopted the new guidance effective December 30, 2017, the beginning of its 2018 fiscal year, using the retrospective transition method, as part of the FASB's simplification initiative. See
Adoption of
ASU 2017-07
section below for additional information.
|
In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory.
|
|
The new guidance requires the income tax consequences of an intra-entity transfer of assets other than inventory to be recognized when the transfer occurs rather than deferring until an outside sale has occurred.
|
|
December 30, 2017.
|
|
The Company adopted the new guidance effective December 30, 2017. The adoption of the new guidance did not have a material impact to the Company.
|
In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments.
|
|
The new guidance clarifies the presentation and classification of certain cash receipts and cash payments in the statement of cash flows.
|
|
December 30, 2017.
|
|
The Company adopted the new guidance effective December 30, 2017. The adoption of the new guidance did not have a material impact to the Company.
|
In February 2016, the FASB issued ASU 2016-02, Leases.
|
|
The new guidance supersedes the lease guidance under ASC Topic 840,
Leases
, resulting in the creation of FASB ASC Topic 842,
Leases
. The guidance requires a lessee to recognize in the statement of financial position a liability to make lease payments and a right-of-use asset representing its right to use the underlying asset for the lease term for both finance and operating leases.
|
|
December 29, 2018. Early adoption is permitted.
|
|
The Company is currently evaluating its population of leases, and is continuing to assess all potential impacts of the standard, but currently believes the most significant impact relates to its accounting for real estate operating leases. The Company anticipates recognition of additional assets and corresponding liabilities related to leases upon adoption, but has not yet quantified these at this time. The Company plans to adopt the standard effective December 29, 2018.
|
Standard
|
|
Description
|
|
Effective Date
|
|
Effect on the Financial Statements or Other Significant Matters
|
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities.
|
|
The new guidance updates certain aspects of recognition, measurement, presentation and disclosure of financial instruments.
|
|
December 30, 2017.
|
|
The Company adopted the new guidance effective December 30, 2017. The adoption of the new guidance did not have a material impact to the Company.
|
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. Since that date, the FASB has issued additional ASUs clarifying certain aspects of ASU 2014-09.
|
|
The new guidance requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The new guidance provides alternative methods of adoption. Subsequent guidance issued after May 2014 did not change the core principle of ASU 2014-09.
|
|
December 30, 2017.
|
|
The Company adopted the new guidance effective December 30, 2017, using the modified retrospective transition method applied to those contracts which were not completed as of December 30, 2017. Prior period amounts have not been adjusted and continue to be reflected in accordance with the Company’s historical accounting. The adoption of this ASU did not have a material impact on the consolidated financial statements and therefore no cumulative adjustment was recorded to equity. The Company has updated its internal controls for changes and expanded disclosures have been made in the Notes to the Financial Statements as a result of adopting the standard. (See Note 14, “Revenue from Contracts with Customers”).
|
•
|
future sales, expenses, and profitability;
|
•
|
future development and expected growth of our business and industry;
|
•
|
our ability to execute our business model and our business strategy;
|
•
|
our ability to identify trends within our industries and to offer products and services that meet the changing needs of those markets;
|
•
|
our ability to remain in compliance with the financial covenants contained in the agreement governing our Senior Secured Credit Facilities; and
|
•
|
projected capital expenditures.
|
|
GAAP
|
|
Non-GAAP
(b)(c)
|
||||
|
As Reported
|
|
Growth
|
|
Adjusted
|
|
Growth
|
Sales
|
$1,510 to $1,550
|
|
3% to 6%
|
|
$1,510 to $1,550
|
|
3% to 6%
|
Net Income
|
$50 to $60
|
|
(25%) to (10%)
|
|
$103 to $113
|
|
14% to 25%
|
EBITDA
|
N/A
|
|
N/A
|
|
$310 to $320
|
|
9% to 12%
|
Earnings per Diluted Share
|
$1.55 to $1.85
|
|
(26%) to (11%)
|
|
$3.20 to $3.50
|
|
14% to 25%
|
(a)
|
Our 2018 Outlook does not reflect the potential impact of the planned divestiture of the Advanced Surgical and Orthopedics product lines that was announced on May 3, 2018. Refer to Note 16 “Subsequent Event” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about the divestiture.
|
(b)
|
Except as described below, further reconciliations by line item to the closest corresponding GAAP financial measure for Adjusted Net Income, Adjusted Earnings per Diluted Share and Adjusted EBITDA, included in our “2018 Outlook” above, are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and visibility of the charges excluded from this non-GAAP financial measure.
|
(c)
|
Adjusted Net Income and EPS for 2018 is expected to consist of GAAP Net Income and EPS, excluding items such as intangible amortization, IP-related litigation costs, consolidation and realignment costs, asset disposition and write-down charges, and loss on extinguishment of debt totaling approximately $63 million. The after-tax impact of these items is estimated to be approximately $50 million, or approximately $1.54 per diluted share. Additionally, Adjusted Net Income and EPS is expected to exclude the estimated impact relating to our disallowed deduction of the GILTI tax, as mandated by the Tax Reform Act. This disallowed deduction of the GILTI tax (approximately 50% of the total GILTI tax) is due to the Company making use of its U.S. net operating losses (“NOLs”), and will be eliminated once the Company’s U.S. NOLs are fully utilized, which is expected to be in approximately three to five years. This adjustment makes our Adjusted Diluted EPS more comparable with other global companies that are not subject to this disallowed GILTI tax deduction and more comparable to the Company’s results following the full utilization of its U.S. NOLs.
|
•
|
Sales increased $36.3 million or 11%. Foreign currency exchange rates increased sales by approximately $6 million. Organic sales for the
first
quarter of 2018 increased 9%, primarily driven by sales growth in our Medical segment through strong demand for Integer-owned products in the Cardio & Vascular product line, as well as strong demand for Neuromodulation products and strength in the Advanced Surgical, Orthopedics & Portable Medical product line;
|
•
|
Gross profit for the
first
quarter of 2018 increased $4.5 million, primarily due to the increase in sales discussed above, partially offset by price concessions given to our larger OEM customers and higher incentive compensation based upon current quarter results;
|
•
|
Operating expenses for the
first
quarter of 2018 were lower by $3.6 million, due to a decrease in other operating expenses ($6.5 million) attributable to the completion of spending on integration activities and various efficiencies and synergies gained as a result of our integration and consolidation initiatives partially offset by higher incentive compensation ($2.3 million);
|
•
|
Interest expense for the
first
quarter of 2018 declined $2.4 million, primarily attributable to lower outstanding debt balances due to the repayment of debt over the last year;
|
•
|
Net gains on cost and equity method investments, which are unpredictable in nature, increased first quarter income by $5.4 million as a result of a net gain of $5.0 million in the first quarter of 2018 compared to a net loss of $0.4 million during the first quarter of 2017; and
|
•
|
Other loss, net for the
first
quarter of 2018 was lower by $0.4 million (lower net loss), which includes a $0.1 million decrease in foreign currency exchange rate losses (favorable impact).
|
•
|
Income tax provision increased primarily due to an increase in pre-tax income, resulting from the factors discussed above and the estimated impact of the GILTI tax.
|
|
Three Months Ended
|
||||||||||||||||||||||
|
March 30, 2018
|
|
March 31, 2017
|
||||||||||||||||||||
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net Income (Loss)
|
|
Per
Diluted
Share
|
||||||||||||
As reported (GAAP)
|
$
|
12,209
|
|
|
$
|
8,118
|
|
|
$
|
0.25
|
|
|
$
|
(4,195
|
)
|
|
$
|
(4,339
|
)
|
|
$
|
(0.14
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Amortization of intangibles
(a)
|
11,713
|
|
|
9,304
|
|
|
0.29
|
|
|
10,978
|
|
|
7,746
|
|
|
0.24
|
|
||||||
IP related litigation (SG&A)
(a)(b)
|
321
|
|
|
254
|
|
|
0.01
|
|
|
377
|
|
|
245
|
|
|
0.01
|
|
||||||
Strategic reorganization and alignment (OOE)
(a)(c)
|
3,492
|
|
|
2,779
|
|
|
0.09
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Manufacturing alignment to support growth (OOE)
(a)(d)
|
513
|
|
|
369
|
|
|
0.01
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consolidation and optimization expenses (OOE)
(a)(e)
|
605
|
|
|
473
|
|
|
0.01
|
|
|
2,395
|
|
|
1,899
|
|
|
0.06
|
|
||||||
Acquisition and integration expenses (OOE)
(a)(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,820
|
|
|
3,133
|
|
|
0.10
|
|
||||||
Asset dispositions, severance and other (OOE)
(a)(g)
|
667
|
|
|
489
|
|
|
0.02
|
|
|
4,556
|
|
|
2,957
|
|
|
0.09
|
|
||||||
(Gain) loss on cost and equity method investments, net
(a)
|
(4,970
|
)
|
|
(3,926
|
)
|
|
(0.12
|
)
|
|
398
|
|
|
259
|
|
|
0.01
|
|
||||||
Loss on extinguishment of debt
(a)(h)
|
1,057
|
|
|
835
|
|
|
0.03
|
|
|
1,559
|
|
|
1,013
|
|
|
0.03
|
|
||||||
Tax adjustments
(i)
|
—
|
|
|
1,021
|
|
|
0.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Adjusted (Non-GAAP)
|
$
|
25,607
|
|
|
$
|
19,716
|
|
|
$
|
0.61
|
|
|
$
|
20,888
|
|
|
$
|
12,913
|
|
|
$
|
0.41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted weighted average shares for adjusted EPS
(j)
|
|
|
|
32,423
|
|
|
|
|
|
|
|
|
31,685
|
|
|
|
|
(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 21% U.S. tax rate (35% U.S. tax rate for 2017 periods), and the statutory tax rates in Mexico, Germany, France, Netherlands, Uruguay, Ireland and Switzerland, as adjusted for the existence of NOLs. Amortization of intangibles and OOE expense have also been adjusted to reflect the estimated impact relating to our disallowed deduction of the GILTI tax, as described in note (i) below. Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.
|
(b)
|
In 2013, we filed suit against AVX Corporation alleging they were infringing our intellectual property. Given the complexity and significant costs incurred pursuing this litigation, we are excluding these litigation expenses from adjusted amounts. This matter proceeded to trial during the first quarter of 2016 and again in the third quarter of 2017 that resulted in a jury awarding damages in the amount of $37.5 million. In March 2018, the court vacated that damage award and ordered a new trial on damages, which is scheduled for January 2019. To date, no gains have been recognized in connection with this litigation.
|
(c)
|
As a result of the strategic review of our customers, competitors and markets we undertook during the fourth quarter of 2017, we began to take steps to better align our resources in order to invest to grow, protect, preserve and to enhance the profitability of our portfolio of products. This will include focusing our investment in RD&E and manufacturing, improving our business processes and redirecting investments away from projects where the market does not justify the investment. As a result, during the first quarter of 2018 we incurred charges related to this strategy, which primarily consisted of severance and fees for professional services.
|
(d)
|
In 2017, we initiated several initiatives designed to reduce costs, improve operating efficiencies and increase manufacturing capacity to accommodate growth. The plan involves the relocation of certain manufacturing operations and expansion of certain of our facilities.
|
(e)
|
During 2018 and 2017, we incurred costs primarily related to the closure of our Clarence, NY facility and the transfer of our Beaverton, OR portable medical and Plymouth, MN vascular manufacturing operations to Tijuana, Mexico.
|
(f)
|
Reflects acquisition and integration costs related to the acquisition of Lake Region Medical, which occurred in October 2015.
|
(g)
|
Amounts for 2017 primarily include expenses related to our CEO and CFO transitions.
|
(h)
|
Represents debt extinguishment charges in connection with pre-payments made on our Term B Loan Facility, which are included in interest expense.
|
(i)
|
Tax adjustments primarily includes the estimated impact relating to our disallowed deduction of the GILTI tax, as mandated by the Tax Reform Act. This disallowed deduction of the GILTI tax (approximately 50% of the total GILTI tax) is due to the Company making use of its U.S. NOLs, and will be eliminated once the Company’s U.S. NOLs are fully utilized, which is expected to be in approximately three to five years. This adjustment makes our Adjusted Diluted EPS more comparable with other global companies that are not subject to this disallowed GILTI tax deduction and more comparable to the Company’s results following the full utilization of its U.S. NOLs.
|
(j)
|
The diluted weighted average shares for adjusted EPS for the
three
month period ended March 31, 2017 includes 669,000 of potentially dilutive shares not included in the computation of diluted weighted average common shares for GAAP diluted EPS purposes because their effect would have been anti-dilutive in that period.
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Net income (loss) (GAAP)
|
$
|
8,118
|
|
|
$
|
(4,339
|
)
|
|
|
|
|
||||
Interest expense
|
26,445
|
|
|
28,893
|
|
||
Provision for income taxes
|
4,091
|
|
|
144
|
|
||
Depreciation
|
14,621
|
|
|
13,628
|
|
||
Amortization
|
11,713
|
|
|
10,978
|
|
||
EBITDA
|
64,988
|
|
|
49,304
|
|
||
|
|
|
|
||||
IP related litigation
|
321
|
|
|
377
|
|
||
Stock-based compensation (excluding OOE)
|
3,218
|
|
|
2,406
|
|
||
Strategic reorganization and alignment
|
3,492
|
|
|
—
|
|
||
Manufacturing alignment to support growth
|
513
|
|
|
—
|
|
||
Consolidation and optimization expenses
|
605
|
|
|
2,395
|
|
||
Acquisition and integration expenses
|
—
|
|
|
4,820
|
|
||
Asset dispositions, severance and other
|
667
|
|
|
4,556
|
|
||
Non-cash (gain) loss on cost and equity method investments
|
(4,970
|
)
|
|
398
|
|
||
Adjusted EBITDA (Non-GAAP)
|
$
|
68,834
|
|
|
$
|
64,256
|
|
Initiative
|
|
Expected Expense
|
|
Expected Capital Expenditures
|
|
Expected Annual Cost Savings
(a)
|
|
Expected Completion Date
|
Strategic reorganization and alignment
|
|
$10 - $12
|
|
-
|
|
$8 - $12
|
|
2018
|
Manufacturing alignment to support growth
|
|
$9 - $11
|
|
$4 - $6
|
|
$2 - $3
|
|
2019
|
Consolidation and optimization expenses
|
|
$18 - $22
|
|
$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.
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
March 30,
|
|
March 31,
|
|
Change
|
|||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
Medical Sales:
|
|
|
|
|
|
|
|
|||||||
Cardio & Vascular
|
$
|
138,348
|
|
|
$
|
125,108
|
|
|
$
|
13,240
|
|
|
10.6
|
%
|
Cardiac & Neuromodulation
|
108,910
|
|
|
103,813
|
|
|
5,097
|
|
|
4.9
|
%
|
|||
Advanced Surgical, Orthopedics & Portable Medical
|
121,775
|
|
|
105,146
|
|
|
16,629
|
|
|
15.8
|
%
|
|||
Total Medical Sales
|
369,033
|
|
|
334,067
|
|
|
34,966
|
|
|
10.5
|
%
|
|||
Non-Medical
|
12,712
|
|
|
11,346
|
|
|
1,366
|
|
|
12.0
|
%
|
|||
Total Sales
|
381,745
|
|
|
345,413
|
|
|
36,332
|
|
|
10.5
|
%
|
|||
Cost of sales
|
285,975
|
|
|
254,187
|
|
|
31,788
|
|
|
12.5
|
%
|
|||
Gross profit
|
95,770
|
|
|
91,226
|
|
|
4,544
|
|
|
5.0
|
%
|
|||
Gross profit as a % of sales
|
25.1
|
%
|
|
26.4
|
%
|
|
|
|
|
|||||
SG&A
|
41,238
|
|
|
39,499
|
|
|
1,739
|
|
|
4.4
|
%
|
|||
SG&A as a % of sales
|
10.8
|
%
|
|
11.4
|
%
|
|
|
|
|
|||||
RD&E
|
14,538
|
|
|
13,411
|
|
|
1,127
|
|
|
8.4
|
%
|
|||
RD&E as a % of sales
|
3.8
|
%
|
|
3.9
|
%
|
|
|
|
|
|||||
Other operating expenses
|
5,277
|
|
|
11,771
|
|
|
(6,494
|
)
|
|
(55.2
|
)%
|
|||
Operating income
|
34,717
|
|
|
26,545
|
|
|
8,172
|
|
|
30.8
|
%
|
|||
Operating margin
|
9.1
|
%
|
|
7.7
|
%
|
|
|
|
|
|||||
Interest expense
|
26,445
|
|
|
28,893
|
|
|
(2,448
|
)
|
|
(8.5
|
)%
|
|||
(Gain) loss on cost and equity method investments, net
|
(4,970
|
)
|
|
398
|
|
|
(5,368
|
)
|
|
NM
|
||||
Other loss, net
|
1,033
|
|
|
1,449
|
|
|
(416
|
)
|
|
(28.7
|
)%
|
|||
Income (loss) before income taxes
|
12,209
|
|
|
(4,195
|
)
|
|
16,404
|
|
|
NM
|
||||
Provision for income taxes
|
4,091
|
|
|
144
|
|
|
3,947
|
|
|
NM
|
||||
Effective tax rate
|
33.5
|
%
|
|
(3.4
|
)%
|
|
|
|
|
|||||
Net income (loss)
|
$
|
8,118
|
|
|
$
|
(4,339
|
)
|
|
$
|
12,457
|
|
|
NM
|
|
Net income as a % of sales
|
2.1
|
%
|
|
(1.3
|
)%
|
|
|
|
|
|||||
Diluted earnings per share
|
$
|
0.25
|
|
|
$
|
(0.14
|
)
|
|
$
|
0.39
|
|
|
NM
|
|
|
|
|
|
|
|
|
|
Change From Prior Year
|
|
|
Three
Months
|
|
Price
(a)
|
(1.3
|
)%
|
Mix
(b)
|
(0.4
|
)
|
Incentive compensation
(c)
|
(0.5
|
)
|
Production efficiencies and volume
(d)
|
0.9
|
|
Total percentage point change to gross profit as a percentage of sales
|
(1.3
|
)%
|
(a)
|
Our Gross Margin for the first quarter of 2018 has been negatively impacted by price concessions given to our larger OEM customers in return for long-term volume commitments.
|
(b)
|
Our Gross Margin for the
first
quarter of 2018 has been negatively impacted by a higher mix of sales of lower margin products.
|
(c)
|
Amounts represent the impact to our Gross Margin attributable to our cash and stock incentive programs, including performance-based compensation, which is accrued based upon actual results achieved.
|
(d)
|
Represents various increases and decreases to our Gross Margin. Overall, our Gross Margin for the first quarter of 2018 has been positively impacted by production efficiencies and synergies gained as a result of our integration and consolidation initiatives as well as higher volume in comparison to the respective 2017 period.
|
|
Change From Prior Year
|
||
|
Three
Months
|
||
Legal expenses
(a)
|
$
|
(710
|
)
|
Intangible asset amortization
(b)
|
848
|
|
|
Incentive compensation programs
(c)
|
1,813
|
|
|
Other
(d)
|
(212
|
)
|
|
Net increase in SG&A Expenses
|
$
|
1,739
|
|
(a)
|
Amount represents the change in legal costs compared to the prior year period, including legal expenses incurred related to our on-going patent infringement case. Refer to Note 9 “Commitments and Contingencies” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for information related to this patent infringement litigation.
|
(b)
|
Amount represents the increase in intangible asset amortization (i.e. customer list), which is amortized based upon the forecasted cash flows at the time of acquisition for the respective asset.
|
(c)
|
Amount represents the impact to our SG&A attributable to our cash and stock incentive programs, including performance-based compensation, which is accrued based upon actual results achieved.
|
(d)
|
Represents various increases and decreases to our SG&A.
|
|
Change From Prior Year
|
||
|
Three
Months
|
||
Incentive compensation programs
(a)
|
$
|
465
|
|
Other
(b)
|
662
|
|
|
Net increase in RD&E
|
$
|
1,127
|
|
(a)
|
Amount represents the impact to our RD&E attributable to our cash and stock incentive programs, including performance-based compensation, which is accrued based upon actual results achieved.
|
(b)
|
Represents the net impact of various increases and decreases to our RD&E. RD&E expense for the first quarter of 2018 reflects our increased investment in projects with a higher growth opportunity.
|
|
Three Months Ended
|
||||||
|
March 30,
2018 |
|
March 31,
2017 |
||||
Strategic reorganization and alignment
(a)
|
$
|
3,492
|
|
|
$
|
—
|
|
Manufacturing alignment to support growth
(b)
|
513
|
|
|
—
|
|
||
Consolidation and optimization costs
(c)
|
605
|
|
|
2,395
|
|
||
Acquisition and integration expenses
(d)
|
—
|
|
|
4,820
|
|
||
Asset dispositions, severance and other
(e)
|
667
|
|
|
4,556
|
|
||
Total other operating expenses
|
$
|
5,277
|
|
|
$
|
11,771
|
|
(a)
|
As a result of the strategic review of our customers, competitors and markets we undertook during the fourth quarter of 2017, we began to take steps to better align our resources in order to invest to grow, protect, preserve and to enhance the profitability of our portfolio of products. This will include focusing our investment in RD&E and manufacturing, improving our business processes and redirecting investments away from projects where the market does not justify the investment. As a result, during the first quarter of 2018, we incurred charges related to this strategy, which primarily included severance and fees for professional services.
|
(b)
|
In 2017, we initiated several initiatives designed to reduce costs, improve operating efficiencies and increase manufacturing capacity to accommodate growth. The plan involves the relocation of certain manufacturing operations and expansion of certain of our facilities.
|
(c)
|
During 2018 and 2017, we incurred costs primarily related to the closure of our Clarence, NY facility and the transfer of our Beaverton, OR portable medical and Plymouth, MN vascular manufacturing operations to Tijuana, Mexico.
|
(d)
|
Reflects acquisition and integration costs related to the acquisition of Lake Region Medical, which occurred in October 2015. This initiative was substantially complete as of December 29, 2017.
|
(e)
|
Amounts for 2017 primarily include expenses related to our CEO and CFO transitions.
|
(dollars in thousands)
|
March 30,
2018 |
|
December 29,
2017 |
||||
Cash and cash equivalents
|
$
|
29,488
|
|
|
$
|
44,096
|
|
Working capital
|
304,035
|
|
|
322,906
|
|
||
Current ratio
|
2.35
|
|
|
2.54
|
|
|
Three Months Ended
|
||||||
(in thousands)
|
March 30,
2018 |
|
March 31,
2017 |
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
46,122
|
|
|
$
|
38,625
|
|
Investing activities
|
(10,061
|
)
|
|
(12,588
|
)
|
||
Financing activities
|
(51,214
|
)
|
|
(23,491
|
)
|
||
Effect of foreign currency exchange rates on cash and cash equivalents
|
545
|
|
|
219
|
|
||
Net change in cash and cash equivalents
|
$
|
(14,608
|
)
|
|
$
|
2,765
|
|
a.
|
Evaluation of Disclosure Controls and Procedures
|
b.
|
Changes in Internal Control Over Financial Reporting
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 6.
|
EXHIBITS
|
Exhibit Number
|
|
Description
|
|
|
|
10.1#*
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
101.SCH*
|
|
XBRL Extension Schema Document
|
|
|
|
101.CAL*
|
|
XBRL Extension Calculation Linkbase Document
|
|
|
|
101.LAB*
|
|
XBRL Extension Label Linkbase Document
|
|
|
|
101.PRE*
|
|
XBRL Extension Presentation Linkbase Document
|
|
|
|
101.DEF*
|
|
XBRL Extension Definition Linkbase Document
|
*
|
Filed herewith.
|
**
|
Furnished herewith.
|
#
|
Indicates exhibits that are management contracts or compensation plans or arrangements.
|
Dated:
|
May 4, 2018
|
|
INTEGER HOLDINGS CORPORATION
|
||
|
|
|
|
||
|
|
|
By:
|
|
/s/ Joseph W. Dziedzic
|
|
|
|
|
|
Joseph W. Dziedzic
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gary J. Haire
|
|
|
|
|
|
Gary J. Haire
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Tom P. Thomas
|
|
|
|
|
|
Tom P. Thomas
|
|
|
|
|
|
Vice President, Corporate Controller
|
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
2595 Dallas Parkway, Suite 310
|
|
|
|
Dallas, TX 75034
|
||
Joseph W. Dziedzic
President & Chief Executive Officer +1 214.618.4945 Joseph.dziedzic@integer.net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
The long-term incentive award consisting of time based restricted stock units, with a grant date value of $2,100,000, that was granted to you on January 2, 2017 pursuant to the COO Letter, which are currently eligible for accelerated retirement vesting treatment under the terms of our 2016 Stock Incentive Plan on March 31, 2019, will instead become eligible for accelerated retirement vesting treatment under the terms of our 2016 Stock Incentive Plan on December 28, 2018.
|
2.
|
Upon your retirement on or after December 28, 2018, you will be eligible for the Severance Pay set out in the COO Letter as if a termination of your employment without Cause had occurred on the date of your retirement. In the event your retirement or a termination of your employment without Cause occurs after December 28, 2018, the Severance Pay you will be entitled to receive shall be equal to the Severance Pay amount you would have been entitled to receive had your employment been terminated without Cause on December 28, 2018. For the avoidance of doubt, the annual bonus that will be taken into account for purposes of determining the amount of such Severance Pay shall be your short-term incentive award for fiscal year 2017, it being understood that the short-term incentive award component of your Severance Pay shall consist of cash in the amount of $670,560 (regardless of the form of payment of the 2017 short-term incentive), which equals one and one-half times 101.6% of your 2017 STI award at target.
|
|
3.
|
You will be eligible for a short-term incentive award for fiscal year 2018. The short-term incentive award will be paid to you in 2019 at the same time that short-term incentive awards for fiscal year 2018 are paid to other Integer executives whether or not you are in Integer’s employ on the payment date. If your employment terminates prior to December 28, 2018 for any reason other than pursuant to a termination for Cause, your short-term incentive award for fiscal year 2018 will be pro-rated.
|
|
||
2
|
|
|
|
|
||
3
|
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended March 30, 2018 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:
|
May 4, 2018
|
|
/s/ Joseph W. Dziedzic
|
|
|
|
Joseph W. Dziedzic
|
|
|
|
President and
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended March 30, 2018 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:
|
May 4, 2018
|
|
/s/ Gary J. Haire
|
|
|
|
Gary J. Haire
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
Dated:
|
May 4, 2018
|
|
/s/ Joseph W. Dziedzic
|
|
|
|
Joseph W. Dziedzic
|
|
|
|
President and
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Dated:
|
May 4, 2018
|
|
/s/ Gary J. Haire
|
|
|
|
Gary J. Haire
|
|
|
|
Executive Vice President and
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|