INTEGER HOLDINGS CORP, 10-Q filed on 8/9/2011
Quarterly Report
Document and Entity Information
6 Months Ended
Jul. 1, 2011
Aug. 10, 2011
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
GREATBATCH, INC. 
 
Entity Central Index Key
0001114483 
 
Document Type
10-Q 
 
Document Period End Date
Jul. 01, 2011 
 
Amendment Flag
FALSE 
 
Document Fiscal Year Focus
2011 
 
Document Fiscal Period Focus
Q2 
 
Current Fiscal Year End Date
--12-30 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
23,420,552 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands
Jul. 1, 2011
Dec. 31, 2010
Current assets:
 
 
Cash and cash equivalents
$ 36,942 
$ 22,883 
Accounts receivable, net of allowance for doubtful accounts
90,453 
70,947 
Inventories
110,066 
101,440 
Refundable income taxes
2,763 
Deferred income taxes
7,257 
7,398 
Prepaid expenses and other current assets
6,354 
6,078 
Total current assets
251,072 
211,509 
Property, plant and equipment, net
146,399 
146,380 
Amortizing intangible assets, net
78,753 
75,114 
Trademarks and tradenames
20,288 
20,288 
Goodwill
311,816 
307,451 
Deferred income taxes
2,306 
2,427 
Other assets
9,286 
13,807 
Total assets
819,920 
776,976 
Current liabilities:
 
 
Accounts payable
34,768 
27,989 
Income taxes payable
2,758 
Deferred income taxes
662 
514 
Accrued liabilities
36,822 
32,084 
Total current liabilities
75,010 
60,587 
Long-term debt
205,703 
220,629 
Deferred income taxes
66,661 
64,290 
Other long-term liabilities
8,517 
4,641 
Total liabilities
355,891 
350,147 
Stockholders' equity:
 
 
Preferred stock
Common stock
23 
23 
Additional paid-in capital
303,006 
298,405 
Treasury stock, at cost
(1,048)
(1,469)
Retained earnings
139,894 
119,400 
Accumulated other comprehensive income (loss)
22,154 
10,470 
Total stockholders' equity
464,029 
426,829 
Total liabilities and stockholders' equity
$ 819,920 
$ 776,976 
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Thousands, except Share data
Jul. 1, 2011
Dec. 31, 2010
Current assets:
 
 
Allowance for doubtful accounts
$ 1,900,000 
$ 1,800,000 
Stockholders' equity:
 
 
Preferred stock, par value
$ 0.001 
$ 0.001 
Preferred stock, shares authorized
100,000,000 
100,000,000 
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value
$ 0.001 
$ 0.001 
Common stock, shares authorized
100,000,000 
100,000,000 
Common stock, shares issued
23,417,950 
23,319,492 
Common stock, shares outstanding
23,373,266 
23,256,897 
Treasury stock, shares
44,684 
62,595 
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (USD $)
In Thousands, except Per Share data
3 Months Ended
Jul. 1, 2011
3 Months Ended
Jul. 2, 2010
6 Months Ended
Jul. 1, 2011
6 Months Ended
Jul. 2, 2010
Condensed Consolidated Statements of Operations and Comprehensive Income [Abstract]
 
 
 
 
Sales
$ 146,524 
$ 140,795 
$ 295,358 
$ 272,824 
Cost of sales
99,920 
95,336 
201,584 
185,701 
Gross profit
46,604 
45,459 
93,774 
87,123 
Operating expenses:
 
 
 
 
Selling, general and administrative expenses
17,571 
16,470 
36,220 
32,122 
Research, development and engineering costs, net
11,250 
11,177 
21,638 
22,201 
Other operating (income) expense, net
(520)
495 
(353)
1,487 
Total operating expenses
28,301 
28,142 
57,505 
55,810 
Operating income
18,303 
17,317 
36,269 
31,313 
Interest expense
4,403 
5,139 
8,677 
10,287 
Interest income
(3)
(8)
(5)
(Gain) loss on cost method investments, net
317 
(4,232)
Other expense
819 
200 
1,241 
516 
Income before provision for income taxes
12,764 
11,981 
30,591 
20,515 
Provision for income taxes
4,214 
4,193 
10,097 
7,180 
Net income
8,550 
7,788 
20,494 
13,335 
Earnings per share:
 
 
 
 
Basic
$ 0.37 
$ 0.34 
$ 0.88 
$ 0.58 
Diluted
$ 0.36 
$ 0.33 
$ 0.86 
$ 0.57 
Weighted average shares outstanding:
 
 
 
 
Basic
23,227 
23,058 
23,214 
23,051 
Diluted
23,838 
23,926 
23,767 
23,946 
Comprehensive income:
 
 
 
 
Net income
8,550 
7,788 
20,494 
13,335 
Foreign currency translation gain (loss)
9,088 
(1,460)
11,303 
(4,654)
Net change in cash flow hedges, net of tax
111 
107 
381 
580 
Comprehensive income
$ 17,749 
$ 6,435 
$ 32,178 
$ 9,261 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands
6 Months Ended
Jul. 1, 2011
6 Months Ended
Jul. 2, 2010
Cash flows from operating activities:
 
 
Net income
$ 20,494 
$ 13,335 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
23,593 
23,446 
Stock-based compensation
5,795 
2,765 
(Gain) loss on cost method investments, net
(4,232)
Other non-cash losses
355 
1,221 
Deferred income taxes
2,418 
1,770 
Changes in operating assets and liabilities:
 
 
Accounts receivable
(18,352)
(6,649)
Inventories
(5,713)
4,809 
Prepaid expenses and other assets
2,137 
Accounts payable
5,569 
(595)
Accrued expenses
2,542 
(199)
Income taxes payable
5,338 
2,185 
Net cash provided by (used in) operating activities
37,810 
44,225 
Cash flows from investing activities:
 
 
Acquisition of property, plant and equipment
(11,523)
(6,416)
Gain (Loss) on cost method investments, net
10,365 
Other investing activities
(1,929)
821 
Net cash provided by (used in) investing activities
(3,087)
(5,595)
Cash flows from financing activities:
 
 
Principal payments of long-term debt
(20,000)
(30,450)
Issuance of common stock
1,968 
640 
Payment of debt issuance costs
(2,114)
Other financing activities
(1,102)
(671)
Net cash provided by (used in) financing activities
(21,248)
(30,481)
Effect of foreign currency exchange rates on cash and cash equivalents
584 
(356)
Net increase (decrease) in cash and cash equivalents
14,059 
7,793 
Cash and cash equivalents, beginning of period
22,883 
37,864 
Cash and cash equivalents, end of period
$ 36,942 
$ 45,657 
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (USD $)
In Thousands
Total
Common Stock
Additional Paid-In Capital
Treasury Stock
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2010
$ 426,829 
$ 23 
$ 298,405 
$ (1,469)
$ 119,400 
$ 10,470 
Balance, shares at Dec. 31, 2010
 
23,319 
 
(63)
 
 
Stock-based compensation
3,246 
 
3,246 
 
 
 
Net shares issued under stock incentive plans, shares
 
99 
 
18 
 
 
Net shares issued under stock incentive plans
1,894 
 
1,473 
421 
 
 
Income tax liability from stock options, restricted stock and restricted stock units
(118)
 
(118)
 
 
 
Net income
20,494 
 
 
 
20,494 
 
Total other comprehensive income (loss)
11,684 
 
 
 
 
11,684 
Balance at Jul. 01, 2011
$ 464,029 
$ 23 
$ 303,006 
$ (1,048)
$ 139,894 
$ 22,154 
Balance, shares at Jul. 01, 2011
 
23,418 
 
(45)
 
 
Basis of Presentation
BASIS OF PRESENTATION

1. BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of Greatbatch, Inc. and its wholly-owned subsidiary, Greatbatch Ltd. (collectively “Greatbatch” or the “Company”), for the periods presented. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates. The December 31, 2010 condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. For further information, refer to the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. The Company utilizes a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31st. For 52-week years, each quarter contains 13 weeks. The second quarter of 2011 and 2010 each contained 13 weeks and ended on July 1, and July 2, respectively.

 

Supplemental Cash Flow Information
SUPPLEMENTAL CASH FLOW INFORMATION

2. SUPPLEMENTAL CASH FLOW INFORMATION

    Six Months Ended
     July 1,  July 2,
     2011  2010
 Noncash investing and financing activities (in thousands):
  Unrealized gain on cash flow hedges, net$ 381 $580
  Net change in property, plant and equipment purchases included      
   in accounts payable 470   514
         
 Cash paid during the period for:     
  Interest$ 3,327 $ 4,571
  Income taxes  2,409   3,331
         
 Acquisition of noncash assets $ 3,125 $ 350
Inventories
INVENTORIES

3. INVENTORIES

 Inventories are comprised of the following (in thousands):
       
  As of
   July 1,  December 31,
   2011  2010
 Raw materials$ 50,790 $ 45,974
 Work-in-process  35,048   34,659
 Finished goods  24,228   20,807
 Total$ 110,066 $ 101,440
Intangible Assets
INTANGIBLE ASSETS

4. INTANGIBLE ASSETS

 Amortizing intangible assets are comprised of the following (in thousands):
              
 AtJuly 1, 2011 Gross Carrying Amount  Accumulated Amortization  Foreign Currency Translation  Net Carrying Amount
 Purchased technology and patents$ 89,273 $ (51,302) $ 2,387 $ 40,358
 Customer lists  46,818   (12,292)   3,350   37,876
 Other  3,519   (3,074)   74   519
 Total amortizing intangible assets$ 139,610 $ (66,668) $ 5,811 $ 78,753
              
 AtDecember 31, 2010           
 Purchased technology and patents$ 83,023 $ (48,187) $ 1,212 $ 36,048
 Customer lists  46,818   (10,577)   2,119   38,360
 Other  3,519   (2,862)   49   706
 Total amortizing intangible assets$ 133,360 $ (61,626) $ 3,380 $ 75,114

Aggregate amortization expense for the second quarter of 2011 and 2010 was $2.6 million and $2.4 million, respectively. Aggregate amortization expense for the six months ended July 1, 2011 and July 2, 2010 was $5.1 million and $4.8 million, respectively. As of July 1, 2011, annual amortization expense is estimated to be $5.3 million for the remainder of 2011, $10.5 million for 2012, $9.6 million for 2013, $8.9 million for 2014 and $7.8 million for 2015. During 2011, the Company purchased technology and patents totaling $6.4 million, which is being amortized over a weighted average period of approximately 11 years. In connection with these purchases, the Company recorded a $3.0 million contingent liability, which will only be paid if certain sales targets for products that utilize that technology are achieved. This contingent liability is currently classified in Other Long-Term Liabilities.

 The change in goodwill is as follows (in thousands):
           
    Greatbatch Medical  Electrochem  Total
 AtDecember 31, 2010$ 297,508 $ 9,943 $ 307,451
 Foreign currency translation  4,365  0   4,365
 AtJuly 1, 2011$ 301,873 $ 9,943 $ 311,816
Debt
DEBT

5. DEBT

 Long-term debt is comprised of the following (in thousands):
    July 1,  December 31,
    2011  2010
 Revolving line of credit$ 30,000 $ 50,000
 2.25% convertible subordinated notes, due 2013  197,782   197,782
 Unamortized discount  (22,079)   (27,153)
  Total long-term debt$ 205,703 $ 220,629

Revolving Line of Credit On June 24, 2011, the Company amended and extended its revolving credit facility (the “2011 Credit Facility”) to replace its existing credit facility, which had an expiration date of May 22, 2012. The 2011 Credit Facility provides a $400 million secured revolving credit facility, which can be increased to $600 million upon the Company's request and approval by a majority of the lenders. The 2011 Credit Facility also contains a $15 million letter of credit subfacility and a $15 million swingline subfacility. The 2011 Credit Facility has a maturity date of June 24, 2016; provided, however, if CSN II (defined below) is not repaid in full, modified or refinanced before March 1, 2013, the maturity date of the 2011 Credit Facility will be March 1, 2013.

 

The 2011 Credit Facility is secured by the Company's non-realty assets including cash, accounts receivable and inventories. Interest rates under the 2011 Credit Facility are, at the Company's option either at: (i) the higher of (a) the prime rate and (b) the federal funds rate plus 0.5%, plus the applicable margin, which ranges between 0.0% and 1.0%, based on the Company's total leverage ratio or (ii) the applicable LIBOR rate divided by a number equal to 1.0 minus the maximum aggregate Federal Reserve System “Euro-currency Liabilities” reserve requirement plus the applicable margin, which ranges between 1.5% and 3.0%, based on the Company's total leverage ratio. Loans under the swingline subfacility will bear interest at the higher of (a) the prime rate and (b) the federal funds rate plus 0.5%, plus the applicable margin, which ranges between 0.0% and 1.0%, based on the Company's total leverage ratio. The Company is also required to pay a commitment fee which, varies between 0.175% and 0.25% depending on the Company's total leverage ratio.

 

The 2011 Credit Facility contains limitations on the incurrence of indebtedness, liens and licensing of intellectual property, investments and certain payments. The 2011 Credit Facility permits the Company to: 1) engage in permitted acquisitions in the aggregate not to exceed $250 million; 2) make other investments in the aggregate not to exceed $60 million; 3) make stock repurchases not to exceed $60 million in the aggregate; and 4) retire up to $198 million of Greatbatch, Inc.'s CSN II. At any time that the total leverage ratio of the Company for the two most recently ended fiscal quarters is less than 2.75 to 1.0, the Company may make an election to reset each of the amounts specified in clauses (1) through (4) above. Additionally, these limitations can be waived upon the Company's request and approval of a majority of the lenders. As of July 1, 2011, the Company had available to it the full amount of the above limits.

The 2011 Credit Facility requires the Company to maintain a rolling four quarter ratio of adjusted EBITDA to interest expense of at least 3.0 to 1.0, and a total leverage ratio of not greater than 4.5 to 1.0 through December 30, 2011 and not greater than 4.0 to 1.0 from December 31, 2011 and thereafter. The calculation of adjusted EBITDA and total leverage ratio excludes non-cash charges, extraordinary, unusual, or non-recurring expenses or losses, non-cash stock-based compensation, and non-recurring expenses or charges incurred in connection with permitted acquisitions. As of July 1, 2011, the Company was in compliance with all covenants.

 

The 2011 Credit Facility contains customary events of default. Upon the occurrence and during the continuance of an event of default, a majority of the lenders may declare the outstanding advances and all other obligations under the 2011 Credit Facility immediately due and payable.

 

The weighted average interest rate on borrowings under the 2011 Credit Facility as of July 1, 2011, was 3.5%. As of July 1, 2011, the Company had $370 million of borrowing capacity available under the 2011 Credit Facility. This amount may vary from period to period based upon the debt levels of the Company as well as the level of EBITDA, which impacts the covenant calculations described above.

 

Interest Rate SwapsIn 2008, the Company entered into three receive floating-pay fixed interest rate swaps indexed to the six-month LIBOR rate, in order to hedge against potential changes in cash flows on the Company's outstanding debt, which was also indexed to the six-month LIBOR rate. As of July 1, 2011, none of these interest rate swaps remain outstanding. The receive variable leg of the interest rate swaps and the variable rate paid on the debt had the same rate of interest, excluding the credit spread, and reset and paid interest on the same dates. No portion of the change in fair value of the interest rate swaps during the 2011 or 2010 periods was considered ineffective. The amount recorded as Interest Expense related to the interest rate swaps for the second quarter of 2011 and 2010 was $0.2 million and $0.6 million, respectively, and $0.4 million and $1.2 million, respectively, for the six months ended July 1, 2011 and July 2, 2010.

 

Convertible Subordinated Notes – In May 2003, the Company completed a private placement of $170 million of 2.25% convertible subordinated notes, due June 15, 2013 (“CSN I”). In March 2007, the Company entered into separate, privately negotiated agreements to exchange $117.8 million of CSN I for an equivalent principal amount of a new series of 2.25% convertible subordinated notes due 2013 (“CSN II”) (collectively the “Exchange”) at a 5% discount. The primary purpose of the Exchange was to eliminate the June 15, 2010 call and put option that was included in the terms of CSN I. In connection with the Exchange, the Company issued an additional $80 million aggregate principal amount of CSN II.

 

CSN II bear interest at 2.25% per annum, payable semi-annually, and are due on June 15, 2013. The holders may convert the notes into shares of the Company's common stock at a conversion price of $34.70 per share, which is equivalent to a conversion ratio of 28.8219 shares per $1,000 of principal. The conversion price and the conversion ratio will adjust automatically upon certain changes to the Company's capitalization. The fair value of CSN II as of July 1, 2011 was approximately $200 million and is based on recent sales prices.

 

The effective interest rate of CSN II, which takes into consideration the amortization of the discount and deferred fees related to the issuance of these notes, is 8.5%. The discount on CSN II is being amortized to the maturity date of the convertible notes utilizing the effective interest method. As of July 1, 2011, the carrying amount of the discount related to the CSN II conversion option value was $18.7 million. As of July 1, 2011, the if-converted value of the CSN II notes does not exceed their principal amount as the Company's closing stock price of $27.23 per share did not exceed the conversion price of $34.70 per share.

 The contractual interest and discount amortization for CSN II were as follows (in thousands):
             
  Three Months Ended Six Months Ended
   July 1,  July 2,  July 1,  July 2,
   2011  2010  2011  2010
 Contractual interest$ 1,113 $ 1,113 $ 2,225 $ 2,225
 Discount amortization  2,558   2,394   5,074   4,748

The notes are convertible at the option of the holders at such time as: (i) the closing price of the Company's common stock exceeds 150% of the conversion price of the notes for 20 out of 30 consecutive trading days; (ii) the trading price per $1,000 of principal is less than 98% of the product of the closing sale price of common stock for each day during any five consecutive trading day period and the conversion rate per $1,000 of principal; (iii) the notes have been called for redemption; (iv) the Company distributes to all holders of common stock rights or warrants entitling them to purchase additional shares of common stock at less than the average closing price of common stock for the ten trading days immediately preceding the announcement of the distribution; (v) the Company distributes to all holders of common stock any form of dividend which has a per share value exceeding 5% of the price of the common stock on the day prior to such date of distribution; (vi) the Company effects a consolidation, merger, share exchange or sale of assets pursuant to which its common stock is converted to cash or other property; (vii) the period beginning 60 days prior to but excluding June 15, 2013; and (viii) certain fundamental changes, as defined in the indenture governing the notes, occur or are approved by the Board of Directors.

 

Conversions in connection with corporate transactions that constitute a fundamental change require the Company to pay a premium make-whole amount, based upon a predetermined table as set forth in the indenture agreement, whereby the conversion ratio on the notes may be increased by up to 7.0 shares per $1,000 of principal. The premium make-whole amount will be paid in shares of common stock upon any such conversion, subject to the net share settlement feature of the notes described below.

 

CSN II contains a net share settlement feature that requires the Company to pay cash for each $1,000 of principal to be converted. Any amounts in excess of $1,000 will be settled in shares of the Company's common stock, or at the Company's option, cash. The Company has a one-time irrevocable election to pay the holders in shares of its common stock, which it currently does not plan to exercise.

 

CSNII are redeemable by the Company at any time on or after June 20, 2012, or at the option of a holder upon the occurrence of certain fundamental changes, as defined in the indenture, affecting the Company. The notes are subordinated in right of payment to all of our senior indebtedness and effectively subordinated to all debts and other liabilities of the Company's subsidiaries.

 

Deferred Financing Fees - The change in deferred financing fees is as follows (in thousands):

 

 AtDecember 31, 2010$2,005
 Financing costs deferred 2,164
 Write-off during the period (51)
 Amortization during the period (488)
 AtJuly 1, 2011$3,630
Pension Plans
PENSION PLANS

6. PENSION PLANS

 

The Company is required to provide its employees located in Switzerland and France certain defined pension benefits. These benefits accrue to employees based upon years of service, position, age and compensation. The defined benefit pension plan that provides benefits to the Company's employees located in Switzerland is a funded contributory plan while the pension plan that provides benefits to the Company's employees located in France is unfunded and noncontributory. The liability and corresponding expense related to these pension plans is based on actuarial computations of current and future benefits for employees. Pension expense is charged to current operating expenses.

 The change in net pension liability is as follows (in thousands):
     
 AtDecember 31, 2010$4,647
 Net periodic pension cost 576
 Benefit payments (531)
 Foreign currency translation 462
 AtJuly 1, 2011$5,154

 Net pension cost is comprised of the following (in thousands):      
             
  Three Months Ended Six Months Ended
   July 1,  July 2,  July 1,  July 2,
   2011  2010  2011  2010
 Service cost$ 278 $ 229 $ 535 $ 469
 Interest cost  120   100   231   206
 Amortization of net loss and prior service cost  20   6   39   11
 Expected return on plan assets  (119)   (102)   (229)   (208)
 Net pension cost$ 299 $ 233 $ 576 $ 478
             
Stock-Based Compensation
STOCK-BASED COMPENSATION

7. STOCK-BASED COMPENSATION

 

Compensation costs related to share-based payments for the three months ended July 1, 2011 and July 2, 2010 totaled $1.7 million and $1.7 million, respectively. Of these amounts $1.4 million and $1.4 million, respectively, are included in Selling, General and Administrative Expenses. Compensation costs related to share-based payments for the six months ended July 1, 2011 and July 2, 2010 totaled $3.3 million and $2.8 million, respectively. Of these amounts $2.7 million and $2.4 million, respectively, are included in Selling, General and Administrative Expenses.

 

Stock-based compensation expense included in the Condensed Consolidated Statement of Cash Flows includes costs recognized for the annual share contribution to the Company's 401(k) plan of $1.3 million and $0.0 million for the three months ended July 1, 2011 and July 2, 2010, respectively. Stock-based compensation expense included in the Condensed Consolidated Statement of Cash Flows for the annual share contribution to the Company's 401(k) plan for the six months ended July 1, 2011 and July 2, 2010 totaled $2.5 million and $0.0 million, respectively.

 

The weighted average fair value and assumptions used to value options granted are as follows:

  Six Months Ended
   July 1,  July 2,
   2011  2010
 Weighted average fair value$ 9.42 $ 8.24
 Risk-free interest rate 2.04%  2.62%
 Expected volatility 40%  40%
 Expected life (in years)  5   5
 Expected dividend yield 0%  0%

 The following table summarizes time-vested stock option activity:
      Number of Time-Vested Stock Options  Weighted Average Exercise Price  Weighted Average Remaining Contractual Life (In Years)  Aggregate Intrinsic Value (In Millions)
 Outstanding atDecember 31, 2010  1,463,556 $ 23.46      
  Granted  292,959   24.15      
  Exercised  (64,302)   21.35      
  Forfeited or expired  (54,010)   23.28      
 Outstanding atJuly 1, 2011  1,638,203 $ 23.67   6.5 $ 6.8
 Exercisable atJuly 1, 2011  1,108,118 $ 23.55   5.4 $ 4.7

 The following table summarizes performance-vested stock option activity:
      Number of Performance-Vested Stock Options  Weighted Average Exercise Price  Weighted Average Remaining Contractual Life (In Years)  Aggregate Intrinsic Value (In Millions)
 Outstanding atDecember 31, 2010  744,523 $ 23.68      
  Exercised (25,194)   22.56      
  Forfeited or expired  (216,501)   22.08      
 Outstanding atJuly 1, 2011  502,828 $ 24.42  6.4 $1.4
 Exercisable atJuly 1, 2011  272,370 $ 22.64  5.5 $1.2

 The following table summarizes time-vested restricted stock and unit activity:
      Time-Vested Activity  Weighted Average Fair Value
 Nonvested atDecember 31, 2010  123,386 $ 22.57
  Granted  21,114   24.15
  Vested  (7,993)   21.98
  Forfeited or expired  (1,750)   23.96
 Nonvested atJuly 1, 2011  134,757 $ 22.83

 The following table summarizes performance-vested restricted stock and unit activity:
      Performance-Vested Activity  Weighted Average Fair Value
 Nonvested atDecember 31, 2010  283,797 $ 15.10
  Granted  279,415   18.21
  Vested  (200)   18.47
 Nonvested atJuly 1, 2011  563,012 $ 16.64

The performance-based restricted stock units granted in 2011 only vest if certain market-based performance metrics are achieved. The amount of shares that ultimately vest range from 0 shares to 279,415 shares based upon the total shareholder return of the Company relative to the Company's compensation peer group, as disclosed in the Company's definitive proxy statement filed on April 15, 2011, over a three year performance period beginning in the year of grant. The fair value of the restricted stock units was determined by utilizing a Monte Carlo simulation model, which projects the value of Greatbatch stock versus the peer group under numerous scenarios and determines the value of the award based upon the present value of these projected outcomes.

 

On May 17, 2011, stockholders of the Company approved the Greatbatch, Inc. 2011 Stock Incentive Plan (the “2011 Plan”). The 2011 Plan authorizes the issuance of up to 1,000,000 shares underlying equity incentive awards including nonqualified and incentive stock options, restricted stock, restricted stock units, stock bonuses and stock appreciation rights, subject to the terms of the 2011 Plan.

 

Other Operating Expenses, Net
OTHER OPERATING EXPENSES, NET

8. OTHER OPERATING (INCOME) EXPENSE, NET

 Other Operating (Income) Expense, Net is comprised of the following (in thousands):
             
  Three Months Ended Six Months Ended
   July 1,  July 2,  July 1,  July 2,
   2011  2010  2011  2010
 Orthopaedic facility optimization(a)$ 22 $ - $ 261 $ -
 2007 & 2008 facility shutdowns and consolidations(b)  -   536   -   856
 Integration costs(c)  -   8   -   130
 Asset dispositions and other(d) (542)   (49)  (614)   501
  $ (520) $ 495 $ (353) $ 1,487

(a) Orthopaedic facility optimization. In the third quarter of 2010, the Company began updating its Indianapolis, IN facility to streamline operations, consolidate two buildings, increase capacity, further expand capabilities and reduce dependence on outside suppliers. Ultimately these updates will further reduce lead times, improve quality and allow the Company to better meet the needs of its customers. Total capital investment in this facility was approximately $5 million and was completed in the second quarter of 2011.

       

In the first quarter of 2011, the Company announced that it would construct an 80,000 square foot manufacturing facility in Allen County, IN and transfer the manufacturing operations currently being performed at its Columbia City, IN location into this new facility. Total investment is expected to be approximately $17 million. The Company broke ground on this new facility in the second quarter of 2011 and is expected to be completed by mid-2012.

 

The total expense for these optimization projects is expected to be approximately $2 million of which $0.5 million has been incurred to date. All expenses are cash expenditures, except accelerated depreciation and asset write-offs and are recorded within the Greatbatch Medical segment.

 The change in accrued liabilities related to the orthopaedic facility optimization is as follows (in thousands):
                 
    Severance and Retention  Production Inefficiencies, Moving and Revalidation  Accelerated Depreciation/Asset Write-offs  Other  Total
 AtDecember 31, 2010$ - $ - $ - $ - $ -
 Restructuring charges  -   249   2   10   261
 Write-offs  -   -   (2)   -   (2)
 Cash payments  -   (249)   -   (10)   (259)
 AtJuly 1, 2011$0 $0 $0 $0 $0

(b) 2007 & 2008 facility shutdowns and consolidations. From 2007 to 2010, the Company completed the following facility shutdowns and consolidation initiatives:

 

  • Consolidated its Electrochem manufacturing facilities in Canton, MA, Teterboro, NJ and Suzhou, China, into a newly constructed facility in Raynham, MA;

  • Consolidated its corporate offices in Clarence, NY into its technology center also in Clarence, NY;
  • Reorganized and consolidated various general and administrative and research and development functions throughout the organization in order to optimize those resources with the businesses it acquired in 2007 and 2008;
  • Consolidated its Orchard Park, NY (Electrochem manufacturing), Exton, PA (Orthopaedic corporate office) and Saignelegier, Switzerland (Orthopaedic manufacturing) facilities into existing facilities that had excess capacity; and
  • Consolidated its manufacturing operations in Blaine, MN into its Plymouth, MN facility.

 

The total expenses incurred for these facility shutdowns and consolidations was $17.3 million and included the following:

 

  • Severance and retention - $4.4 million;
  • Production inefficiencies, moving and revalidation - $5.2 million;
  • Accelerated depreciation and asset write-offs - $5.3 million;
  • Personnel - $0.7 million; and
  • Other - $1.7 million.

 

All categories of expenses were cash expenditures, except accelerated depreciation and asset write-offs. Costs incurred during 2010 primarily related to the Electrochem Solutions business segment.

 

(c) Integration costs. During 2010, the Company incurred costs related to the integration of the companies acquired in 2007 and 2008. The integration initiatives include the implementation of the Oracle ERP system, training and compliance with Company policies, as well as the implementation of lean manufacturing and six sigma initiatives. These expenses were primarily for consultants, relocation and travel costs.

 

(d) Asset dispositions and other. During 2011 and 2010, the Company recorded (gains) write-downs in connection with various asset disposals, net of insurance proceeds received, if any.

Income Taxes
INCOME TAXES

9. INCOME TAXES

 

The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates, business acquisitions, settlements with taxing authorities and foreign currency fluctuations.

 

During the second quarter of 2011, there was no change in the balance of unrecognized tax benefits. Approximately $1.8 million of the balance of unrecognized tax benefits would favorably impact the effective tax rate, net of federal benefit on state issues, if recognized. It is reasonably possible that a reduction of up to $1.0 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of the expiration of applicable statutes of limitation.

Commitments And Contingencies
COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

 

Litigation The Company is a party to various legal actions arising in the normal course of business. While the Company does not believe that the ultimate resolution of any such pending actions will have a material adverse effect on its results of operations, financial position, or cash flows, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact in the period in which the ruling occurs.

 

Product Warranties The Company generally warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The Company accrues its estimated exposure to warranty claims based upon recent historical experience and other specific information as it becomes available.

 

 The change in aggregate product warranty liability for the quarter is as follows (in thousands):
      
 AtApril 1, 2011$2,238 
 Additions to warranty reserve 88 
 Warranty claims paid (184) 
 Foreign currency effect 31 
 AtJuly 1, 2011$2,173 

Purchase Commitments – Contractual obligations for purchase of goods or services are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase orders are normally based on our current manufacturing needs and are fulfilled by our vendors within short time horizons. We enter into blanket orders with vendors that have preferred pricing and terms, however these orders are normally cancelable by us without penalty. As of July 1, 2011, the total contractual obligation related to such expenditures is approximately $32.4 million and will primarily be financed by existing cash and cash equivalents, cash generated from operations, or the 2011 Credit Facility over the next twelve months. We also enter into contracts for outsourced services; however, the obligations under these contracts were not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.

 

Operating Leases The Company is a party to various operating lease agreements for buildings, equipment and software. Minimum future annual operating lease payments are $1.3 million for the remainder of 2011; $2.4 million in 2012; $2.1 million in 2013; $2.2 million in 2014; $1.8 million in 2015 and $4.7 million thereafter. The Company primarily leases buildings, which accounts for the majority of the future lease payments.

 

Foreign Currency Contracts In December 2009 and February 2010, the Company entered into forward contracts to purchase 6.6 million and 3.3 million, respectively, Mexican pesos per month through December 2010 at an exchange rate of 13.159 pesos and 13.1595 pesos per one U.S. dollar, respectively. These contracts were entered into in order to hedge the risk of peso-denominated payments associated with the operations at the Company's Tijuana, Mexico facility for 2010 and were accounted for as cash flow hedges.

 

In July 2010 and February 2011, the Company entered into forward contracts to purchase 6.6 million and 3.7 million, respectively, Mexican pesos per month through December 2011 at an exchange rate of 13.2231 pesos and 12.2761 pesos per one U.S. dollar, respectively. These contracts were entered into in order to hedge the risk of peso-denominated payments associated with a portion of the operations at the Company's Tijuana, Mexico facility for 2011 and are being accounted for as cash flow hedges.

 

As of July 1, 2011, these contracts had a positive fair value of $0.5 million, which is recorded within Prepaid Expenses and Other Current Assets in the Condensed Consolidated Balance Sheet. The amount recorded as a reduction of Cost of Sales during the six months ended July 1, 2011 and July 2, 2010 related to these forward contracts was $0.3 million and $0.3 million, respectively. No portion of the change in fair value of the Company's foreign currency contracts during the six months ended July 1, 2011 or July 2, 2010 was considered ineffective.

 

Self-Insured Medical Plan The Company self-funds the medical insurance coverage provided to its U.S. based employees. The risk to the Company is being limited through the use of stop loss insurance, which has an annual deductible of $0.2 million per covered participant. The maximum aggregate loss (the sum of all claims under the $0.2 million deductible) is limited to $14.2 million with a maximum benefit of $1.0 million. As of July 1, 2011, the Company has $3.7 million accrued related to the self-insurance of its medical plan, which is recorded in Accrued Expenses and Other Current Liabilities in the Condensed Consolidated Balance Sheet, and is primarily based upon claim history.

Workers' Compensation Trust The Company is a member of a group self-insurance trust that provides workers' compensation benefits to employees of the Company in Western New York. Based on actual experience, the Company could receive a refund or be assessed additional contributions for workers' compensation claims. No amounts have been recorded for any refund or additional assessment. Under the trust agreement, each participating organization has joint and several liability for trust obligations if the assets of the trust are not sufficient to cover those obligations. During the second quarter of 2011, the Company decided to terminate its membership in the self-insurance trust and, beginning in 2012, will utilize traditional insurance to provide workers' compensation benefits.

Earnings Per Share (Eps)
EARNINGS PER SHARE (EPS)

11. EARNINGS PER SHARE (“EPS”)

 The following table illustrates the calculation of Basic and Diluted EPS (in thousands, except per share amounts):
    Three Months Ended Six Months Ended
     July 1,  July 2,  July 1,  July 2,
     2011  2010  2011  2010
 Numerator for basic EPS:           
  Net income$ 8,550 $7,788 $ 20,494 $13,335
 Effect of dilutive securities:           
  Interest expense on CSN I and           
   related deferred financing fees, net of tax  -   111   -   241
 Numerator for diluted EPS$ 8,550 $ 7,899 $ 20,494 $ 13,576
 Denominator for basic EPS:           
  Weighted average shares outstanding  23,227   23,058   23,214   23,051
 Effect of dilutive securities:           
  Convertible subordinated notes  -   630   -   693
  Stock options, restricted stock and restricted stock units  611   238   553   202
 Denominator for diluted EPS  23,838   23,926   23,767   23,946
 Basic EPS$0.37 $0.34 $0.88 $0.58
 Diluted EPS$0.36 $0.33 $0.86 $0.57

 The diluted weighted average share calculations do not include the following securities, which are not dilutive to the EPS calculations or the performance criteria have not been met:
           
    Three Months Ended Six Months Ended
    July 1, July 2, July 1, July 2,
    2011 2010 2011 2010
 Time-vested stock options, restricted stock and        
  restricted stock units558,000  1,118,000 671,000 1,372,000
 Performance-vested stock options and restricted       
  stock units578,000  942,000 596,000 956,000
Comprehensive Income
COMPREHENSIVE INCOME

12. COMPREHENSIVE INCOME

 

The Company's comprehensive income as reported in the Condensed Consolidated Statements of Operations and Comprehensive Income includes net income, foreign currency translation gain (loss), and the net change in cash flow hedges, net of tax.

 

The Company translates all assets and liabilities of its foreign subsidiaries, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translates income and expenses at the average exchange rates in effect during the period. The net effect of these translation adjustments is recorded in the condensed consolidated financial statements as comprehensive income (loss). Translation adjustments are not adjusted for income taxes as they relate to permanent investments in the Company's foreign subsidiaries.

 

The Company has designated its interest rate swaps and foreign currency contracts (See Note 5 “Debt” and Note 10 “Commitments and Contingencies”) as cash flow hedges. Accordingly, the effective portion of any change in the fair value of these instruments is recorded in comprehensive income, net of tax, and reclassified into earnings (Interest Expense – swaps, Cost of Sales – foreign currency contracts) in the same period or periods during which the hedged transaction affects earnings.

 

 Accumulated Other Comprehensive Income is comprised of the following (in thousands):
   Defined Benefit Pension Plan Liability  Cash Flow Hedges  Foreign Currency Translation Adjustment  Total Pre-Tax Amount  Tax  Net-of-Tax Amount
AtDecember 31, 2010$ (2,014) $ (121) $ 12,230 $ 10,095 $ 375 $ 10,470
Unrealized gain on cash flow hedges  -   460   -   460   (161)   299
Realized loss on cash flow hedges  -   126   -   126   (44)   82
Foreign currency translation gain  -   -   11,303   11,303   -   11,303
AtJuly 1, 2011$ (2,014) $ 465 $ 23,533 $ 21,984 $ 170 $ 22,154
Fair Value Measurements
FAIR VALUE MEASUREMENTS

13. FAIR VALUE MEASUREMENTS

 

The following table provides information regarding assets and liabilities recorded at fair value in the Company's Condensed Consolidated Balance Sheet as of July 1, 2011 (in thousands):

 

   Fair Value Measurements Using
       Quoted      
       Prices in  Significant   
       Active Markets  Other  Significant
    At  for Identical  Observable  Unobservable
    July 1,  Assets  Inputs  Inputs
Description  2011  (Level 1)  (Level 2)  (Level 3)
Assets            
Foreign currency contracts $ 464 $0 $ 464 $0

Foreign currency contracts - The fair value of foreign currency contracts are determined through the use of cash flow models that utilize observable market data inputs to estimate fair value. These observable market data inputs include foreign exchange rate and credit spread curves. In addition to the above, the Company receives fair value estimates from the foreign currency contract counterparty to verify the reasonableness of the Company's estimates. The Company's foreign currency contracts are categorized in Level 2 of the fair value hierarchy.

 

Convertible subordinated notes - The fair value of the Company's convertible subordinated notes disclosed in Note 5 “Debt” was determined based upon recent third-party transactions for the Company's notes in an inactive market. The Company's convertible subordinated notes are valued for disclosure purposes utilizing Level 2 measurements of the fair value hierarchy.

 

Cost method investments - The Company holds certain cost method investments that are measured at fair value on a non-recurring basis in periods subsequent to initial recognition. The fair value of a cost method investment is only estimated if there are identified events or changes in circumstances that indicate impairment may be present. The aggregate carrying amount of the Company's cost method investments included in Other Assets was $5.6 million and $11.8 million as of July 1, 2011 and December 31, 2010, respectively. During the second quarter of 2011, the Company recorded a $0.3 million write-down of one of its cost method investments based upon a recent stock offering by that Company. This investment now has a $0 book value. On January 5, 2011, the Company sold its cost method investment in IntElect Medical, Inc. (“IntElect”) in conjunction with Boston Scientific's acquisition of IntElect. This transaction resulted in a pre-tax gain of $4.5 million ($3.0 million net of tax).

 

Business Segment, Geographic and Concentration Risk Information
BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION

14. BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION

 

The Company operates its business in two reportable segments – Greatbatch Medical and Electrochem Solutions (“Electrochem”). The Greatbatch Medical segment designs and manufactures medical devices and components for the cardiac rhythm management (“CRM”), neuromodulation, vascular access and orthopaedic markets. Additionally, Greatbatch Medical offers value-added assembly and design engineering services for products that incorporate Greatbatch Medical components. As a result of the strategy put in place over three years ago, Greatbatch Medical now offers its customers complete medical devices including design, development, manufacturing, regulatory submission and supporting worldwide distribution. This medical device strategy is being facilitated through the QiG Group and leverages the component technology of Greatbatch Medical and Electrochem in the Company's core markets: cardiovascular, neuromodulation and orthopaedic.

 

Electrochem designs, manufactures and distributes primary and rechargeable batteries, battery packs and wireless sensors for demanding applications in markets such as energy, security, portable medical, environmental monitoring and more.

 

The Company defines segment income from operations as sales less cost of sales including amortization and expenses attributable to segment-specific selling, general and administrative, research, development and engineering expenses, and other operating expenses. Segment income also includes a portion of non-segment specific selling, general and administrative expenses based on allocations appropriate to the expense categories. The remaining unallocated operating and other expenses are primarily administrative corporate headquarters expenses and capital costs that are not allocated to reportable segments. Transactions between the two segments are not significant. An analysis and reconciliation of the Company's business segment, product line and geographic information to the respective information in the Condensed Consolidated Financial Statements follows. Sales by geographic area are presented by allocating sales from external customers based on where the products are shipped to (in thousands):

    Three Months Ended Six Months Ended
     July 1,  July 2,  July 1,  July 2,
 Sales: 2011  2010  2011  2010
 Greatbatch Medical           
  CRM/Neuromodulation$ 77,724 $ 78,838 $ 155,761 $ 155,763
  Vascular Access  10,769   11,007   21,243   19,173
  Orthopaedic  37,922   30,488   77,511   59,929
   Total Greatbatch Medical  126,415   120,333   254,515   234,865
 Electrochem  20,109   20,462   40,843   37,959
   Total sales$ 146,524 $ 140,795 $ 295,358 $ 272,824

    Three Months Ended Six Months Ended
     July 1,  July 2,  July 1,  July 2,
   2011  2010  2011  2010
 Segment income from operations:           
  Greatbatch Medical$ 17,700 $ 18,183 $ 36,647 $ 32,213
  Electrochem  4,852  3,331   9,259  7,084
 Total segment income from operations  22,552   21,514   45,906   39,297
 Unallocated operating expenses  (4,249)   (4,197)   (9,637)   (7,984)
 Operating income as reported  18,303   17,317   36,269   31,313
 Unallocated other expense  (5,539)   (5,336)   (5,678)   (10,798)
 Income before provision for income taxes$ 12,764 $ 11,981 $ 30,591 $ 20,515

               
    Three Months Ended Six Months Ended
     July 1,  July 2,  July 1,  July 2,
   2011  2010  2011  2010
 Sales by geographic area:
  United States$ 61,092 $ 67,170 $ 126,293 $ 125,389
 Non-Domestic locations:           
  Puerto Rico  24,651   23,533   50,832   46,136
  Belgium  17,628   14,528   36,597   30,713
  United Kingdom & Ireland  17,626   11,421   28,119   25,049
  Rest of world  25,527   24,143   53,517   45,537
   Total sales$ 146,524 $ 140,795 $ 295,358 $ 272,824

               
 Four customers accounted for a significant portion of the Company’s sales as follows:
               
    Three Months Ended Six Months Ended
     July 1,  July 2,  July 1,  July 2,
   2011  2010  2011  2010
 Customer A 19%  22%  20%  23%
 Customer B 17%  19%  17%  18%
 Customer C 14%  11%  14%  12%
 Customer D 8%  7%  8%  8%
     58%  59%  59%  61%

 Long-lived tangible assets by geographic area are as follows (in thousands):
  As of
   July 1,  December 31,
   2011  2010
 United States$ 120,822 $ 126,519
 Rest of world  37,169   36,095
 Total$ 157,991 $ 162,614
Impact of Recently Issued Accounting Standards
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

15. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

 

In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission, Emerging Issues Task Force, American Institute of Certified public Accountants or other authoritative accounting bodies to determine the potential impact they may have on the Company's Condensed Consolidated Financial Statements. Based upon this review except as noted below, management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company's Condensed Consolidated Financial Statements.

 

In June 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income.” ASU No. 2011-05 provides companies two choices for presenting net income and comprehensive income: in a single continuous statement, or in two separate, but consecutive, statements. Presenting comprehensive income in the statement of equity is no longer an option. ASU No. 2011-05 is effective for the Company beginning in fiscal year 2012 and is not expected to have a material impact on the Company's Condensed Consolidated Financial Statements as it only changes the disclosures surrounding comprehensive income and as the Company already presents net income and comprehensive income in a single continuous statement.

 

In May 2011, the FASB issued ASU No. 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs.” ASU No. 2011-04 establishes a global standard for applying fair value measurement. In addition to a few updates to the measurement guidance, ASU No. 2011-04 includes enhanced disclosure requirements. The most significant change for companies reporting under U.S. GAAP is an expansion of the disclosures required for “Level 3” measurements; that is, measurements based on unobservable inputs, such as a company's own data. This update is effective for the Company beginning in fiscal year 2012. The Company is currently assessing the impact of ASU No. 2011-04 on its Condensed Consolidated Financial Statements.