INTEGER HOLDINGS CORP, 10-Q filed on 11/6/2012
Quarterly Report
Document and Entity Information
9 Months Ended
Sep. 28, 2012
Nov. 6, 2012
Document and Entity Information [Abstract]
 
 
Entity Registrant Name
GREATBATCH, INC. 
 
Entity Central Index Key
0001114483 
 
Document Type
10-Q 
 
Document Period End Date
Sep. 28, 2012 
 
Amendment Flag
false 
 
Document Fiscal Year Focus
2012 
 
Document Fiscal Period Focus
Q3 
 
Current Fiscal Year End Date
--12-28 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
23,695,523 
Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2012
Dec. 30, 2011
Current assets:
 
 
Cash and cash equivalents
$ 10,843 
$ 36,508 
Accounts receivable, net of allowance for doubtful accounts
124,803 
101,946 
Inventories
111,163 
109,913 
Refundable income taxes
1,292 
Deferred income taxes
7,261 
7,828 
Prepaid expenses and other current assets
7,622 
7,469 
Total current assets
261,692 
264,956 
Property, plant and equipment, net
156,662 
145,806 
Amortizing intangible assets, net
91,065 
100,258 
Indefinite-lived intangible assets
20,828 
20,288 
Goodwill
347,803 
338,653 
Deferred income taxes
2,106 
2,450 
Other assets
11,774 
8,936 
Total assets
891,930 
881,347 
Current liabilities:
 
 
Accounts payable
44,146 
40,665 
Income taxes payable
2,932 
Deferred income taxes
1,244 
845 
Accrued expenses
43,992 
52,539 
Total current liabilities
92,314 
94,049 
Long-term debt
230,154 
235,950 
Deferred income taxes
78,290 
75,203 
Other long-term liabilities
10,506 
8,862 
Total liabilities
411,264 
414,064 
Stockholders' equity:
 
 
Preferred stock
Common stock
24 
23 
Additional paid-in capital
318,032 
307,196 
Treasury stock, at cost
(1,387)
Retained earnings
153,279 
152,522 
Accumulated other comprehensive income (loss)
9,331 
8,929 
Total stockholders' equity
480,666 
467,283 
Total liabilities and stockholders' equity
$ 891,930 
$ 881,347 
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)
In Thousands, except Share data, unless otherwise specified
Sep. 28, 2012
Dec. 30, 2011
Current assets:
 
 
Allowance for doubtful accounts
$ 2,200,000 
$ 1,900,000 
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
23,676,453 
23,466,128 
Common stock, shares outstanding
23,676,453 
23,406,023 
Treasury stock, shares
60,105 
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Condensed Consolidated Statements of Operations and Comprehensive Income [Abstract]
 
 
 
 
Sales
$ 161,340 
$ 131,718 
$ 486,991 
$ 427,076 
Cost of sales
110,386 
89,811 
337,216 
291,395 
Gross profit
50,954 
41,907 
149,775 
135,681 
Operating expenses:
 
 
 
 
Selling, general and administrative expenses
20,274 
17,760 
60,053 
53,980 
Research, development and engineering costs, net
13,240 
11,072 
41,325 
32,710 
Other operating (income) expense, net
15,313 
187 
23,981 
(166)
Total operating expenses
48,827 
29,019 
125,359 
86,524 
Operating income (loss)
2,127 
12,888 
24,416 
49,157 
Interest expense
4,401 
4,125 
13,176 
12,802 
Interest income
(1)
(1)
(9)
(Gain) loss on cost method investments, net
(350)
(350)
(4,232)
Other (income) expense
248 
(475)
774 
766 
Income before provision for income taxes
(2,172)
9,239 
10,817 
39,830 
Provision for income taxes
5,389 
2,250 
10,060 
12,347 
Net income (loss)
(7,561)
6,989 
757 
27,483 
Earnings per share:
 
 
 
 
Basic
$ (0.32)
$ 0.30 
$ 0.03 
$ 1.18 
Diluted
$ (0.32)
$ 0.30 
$ 0.03 
$ 1.16 
Weighted average shares outstanding:
 
 
 
 
Basic
23,646 
23,297 
23,559 
23,241 
Diluted
23,646 
23,611 
23,924 
23,663 
Comprehensive income (loss):
 
 
 
 
Net income (loss)
(7,561)
6,989 
757 
27,483 
Foreign currency translation gain (loss)
1,005 
(8,416)
(522)
2,887 
Net change in cash flow hedges, net
399 
(777)
924 
(396)
Comprehensive income (loss)
$ (6,157)
$ (2,204)
$ 1,159 
$ 29,974 
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Cash flows from operating activities:
 
 
Net income (loss)
$ 757 
$ 27,483 
Adjustments to reconcile net income to net cash provided by operating activities:
 
 
Depreciation and amortization
34,070 
27,140 
Debt related amortization included in interest expense
9,008 
8,428 
Stock-based compensation
9,007 
8,803 
(Gain) loss on cost method investments, net
(350)
(4,232)
Other non-cash (gains) losses
3,300 
(1,180)
Deferred income taxes
3,004 
3,274 
Changes in operating assets and liabilities, net of acquisitions:
 
 
Accounts receivable
(22,795)
(10,429)
Inventories
(4,765)
(13,594)
Prepaid expenses and other current assets
1,380 
316 
Accounts payable
3,257 
2,212 
Accrued expenses
(314)
6,376 
Income taxes payable
3,985 
3,872 
Net cash provided by (used in) operating activities
39,544 
58,469 
Cash flows from investing activities:
 
 
Acquisition of property, plant and equipment
(33,645)
(18,223)
Net proceeds from sale (purchase) of cost and equity method investments, net
(1,653)
10,315 
Acquisitions, net of cash acquired
(17,224)
Other investing activities
95 
(1,910)
Net cash provided by (used in) investing activities
(52,427)
(9,818)
Cash flows from financing activities:
 
 
Principal payments of long-term debt
(24,000)
(30,000)
Proceeds from issuance of long-term debt
10,000 
Issuance of common stock
1,056 
2,253 
Payment of debt issuance costs
(2,114)
Other financing activities
(12)
(1,104)
Net cash provided by (used in) financing activities
(12,956)
(30,965)
Effect of foreign currency exchange rates on cash and cash equivalents
174 
1,058 
Net increase (decrease) in cash and cash equivalents
(25,665)
18,744 
Cash and cash equivalents, beginning of period
36,508 
22,883 
Cash and cash equivalents, end of period
$ 10,843 
$ 41,627 
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. 30, 2011
$ 467,283 
$ 23 
$ 307,196 
$ (1,387)
$ 152,522 
$ 8,929 
Balance, shares at Dec. 30, 2011
 
23,466 
 
(60)
 
 
Stock-based compensation
6,597 
 
6,597 
 
 
 
Net shares issued under stock incentive plans, shares
 
47 
 
21 
 
 
Net shares issued under stock incentive plans
940 
 
464 
476 
 
 
Income tax liability from stock options, restricted stock and restricted stock units
(106)
 
(106)
 
 
 
Shares contributed to 401(k), shares
 
163 
 
39 
 
 
Shares contrbuted to 401(k)
4,793 
3,881 
911 
 
 
Net income (loss)
757 
 
 
 
757 
 
Total other comprehensive income (loss)
402 
 
 
 
 
402 
Balance at Sep. 28, 2012
$ 480,666 
$ 24 
$ 318,032 
$ 0 
$ 153,279 
$ 9,331 
Balance, shares at Sep. 28, 2012
 
23,676 
 
 
 
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 full 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 30, 2011 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 30, 2011. The Company utilizes a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31st. The third quarter and year-to-date periods of 2012 and 2011 each contained 13 weeks and 39 weeks, respectively, and ended on September 28, and September 30, respectively.

 

Acquisitions
ACQUISITIONS

2. ACQUISITIONS

NeuroNexus Technologies, Inc.

On February 16, 2012, the Company purchased all of the outstanding common stock of NeuroNexus Technologies, Inc. (“NeuroNexus”) headquartered in Ann Arbor, MI. NeuroNexus is an active implantable medical device design firm specializing in developing and commercializing neural interface technology, components and systems for neuroscience and clinical markets. NeuroNexus has an extensive intellectual property portfolio, core technologies and capabilities to support the development and manufacturing of neural interface devices across a wide range of applications including neuromodulation, sensing, optical stimulation and targeted drug delivery.

 

This transaction was accounted for under the acquisition method of accounting. Accordingly, the operating results of NeuroNexus have been included in the Company's Implantable Medical segment from the date of acquisition. For the nine months ended September 28, 2012, NeuroNexus added approximately $1.7 million to the Company's revenue and decreased the Company's net income by $0.1 million. The purchase price of NeuroNexus consisted of cash payments of $11.7 million and potential future payments of up to an additional $2 million. These future payments are contingent upon the achievement of certain financial and development-based milestones and had an estimated fair value of $1.5 million as of the acquisition date.

 

 

The cost of the acquisition was preliminarily allocated to the assets acquired and liabilities assumed from NeuroNexus based on their fair values as of the close of the acquisition, with the amount exceeding the fair value of the net assets acquired being recorded as goodwill. The value assigned to certain assets and liabilities are preliminary and are subject to adjustment as additional information is obtained, including, but not limited to, the finalization of pre-acquisition tax positions. The valuation is expected to be finalized in 2012. When the valuation is finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of the intangible assets acquired, as well as goodwill. The following table summarizes the preliminary allocation of the NeuroNexus purchase price to the assets acquired and liabilities assumed as of the acquisition date (in thousands):

 Assets acquired
  Current assets $ 618 
  Property, plant and equipment   35 
  Amortizing intangible assets   2,927 
  Indefinite-lived intangible assets   540 
  Goodwill   8,875 
  Other assets   1,576 
 Total assets acquired 14,571 
 Liabilities assumed   
  Current liabilities  420 
  Deferred income taxes  940 
 Total liabilities assumed  1,360 
 Purchase price$13,211 

The preliminary fair values of the assets acquired were determined using one of three valuation approaches: market, income and cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations.

 

The market approach estimates the value for a subject asset based on available market pricing for comparable assets. The income approach estimates the value for a subject asset based on the present value of cash flows projected to be generated by the asset. The projected cash flows were discounted at a required rate of return that reflects the relative risk of the asset and the time value of money. The projected cash flows for each asset considered multiple factors from the perspective of a marketplace participant including revenue projections from existing customers, attrition trends, product life-cycle assumptions, marginal tax rates and expected profit margins giving consideration to historical and expected margins. The cost approach estimates the value for a subject asset based on the cost to replace the asset and reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence if indicated. These fair value measurement approaches are based on significant unobservable inputs, including management estimates and assumptions.

 

Current assets and liabilities - The fair value of current assets and liabilities was assumed to approximate their carrying value as of the acquisition date due to the short-term nature of these assets and liabilities.

 

 

 

Intangible assets - The purchase price was allocated to intangible assets as follows (dollars in thousands):

      Weighted Weighted Weighted
   Fair Average Average Average
   Value Amortization Useful Discount
   Assigned Period (Years) Life (Years) Rate
 Amortizing Intangible Assets         
 Technology and patents $1,058 6 10 14%
 Customer lists  1,869 7 15 13%
   $2,927 7 13 13%

      Weighted Weighted Weighted
   Fair Average Average Average
   Value Amortization Useful Discount
   Assigned Period (Years) Life (Years) Rate
 Indefinite-Lived Intangible Assets       
 In-process research and development $540 N/A 12 26%

The weighted average amortization period is less than the estimated useful life due to the Company using an accelerated amortization method, which approximates the projected cash flows used to determine the fair value of those intangible assets.

 

Technology and patents - Technology and patents consists of technical processes, patented and unpatented technology, manufacturing know-how, trade secrets and the understanding with respect to products or processes that have been developed by NeuroNexus and that will be leveraged in current and future products. The fair value of technology and patents acquired was determined utilizing the relief from royalty method, a form of the income approach, with royalty rates that ranged from 2% to 6%. The estimated useful life of the technology and patents is based upon management's estimate of the product life cycle associated with technology and patents before they will be replaced by new technologies.

 

Customer lists – Customer lists represent the estimated fair value of non-contractual customer relationships NeuroNexus has as of the acquisition date. The primary customers of NeuroNexus include numerous scientists and researchers from various geographic locations around the world. These relationships were valued separately from goodwill at the amount which an independent third party would be willing to pay for these relationships. The fair value of customer lists was determined using the multi-period excess-earnings method, a form of the income approach. The estimated useful life of the existing customer was based upon historical customer attrition as well as management's understanding of the industry and product life cycles.

 

 

 

 

In-process research and development (“IPR&D”)IPR&D represents research projects which are expected to generate cash flows but have not yet reached technological feasibility. The primary basis for determining the technological feasibility of these projects is whether or not regulatory approval has been obtained. The Company classifies IPR&D acquired in a business combination as an indefinite-lived intangible asset until the completion or abandonment of the associated projects. Upon completion, the Company would determine the useful life of the IPR&D and begin amortizing the assets to reflect their use over their remaining lives. Upon permanent abandonment, the remaining carrying amount of the associated IPR&D would be written-off. The Company will test the IPR&D acquired for impairment at least annually, and more frequently if events or changes in circumstances indicate that the assets may be impaired. The impairment test consists of a comparison of the fair value of the intangible assets with their carrying amount. If the carrying amount exceeds its fair value, the Company would record an impairment loss in an amount equal to the excess. The Company used the income approach to determine the fair value of the IPR&D acquired. In arriving at the value of the IPR&D, management considered, among other factors: the projects' stage of completion; the complexity of the work to be completed as of the acquisition date; the projected costs to complete the projects; the contribution of other acquired assets; and the estimated useful life of the technology. The Company applied a market-participant risk-adjusted discount rate to arrive at a present value as of the date of acquisition.

 

The value assigned to IPR&D related to the development of micro-electrodes for deep brain mapping and electrocorticography, and is expected to be commercialized by 2014. For purposes of valuing the IPR&D, the Company estimated total costs to complete the projects to be approximately $1.5 million. If the projects are not successful or completed in a timely manner, the Company may not realize the financial benefits expected for these projects.

 

Goodwill - The excess of the purchase price over the fair value of net tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. Various factors contributed to the establishment of goodwill, including: the value of NeuroNexus's highly trained assembled work force and management team; the incremental value that NeuroNexus's technology will bring to the Company's neuromodulation platform currently in development; and the expected revenue growth over time that is attributable to increased market penetration from future products and customers. The goodwill acquired in connection with the NeuroNexus acquisition was allocated to the Implantable Medical business segment and is not deductible for tax purposes.

Micro Power Electronics, Inc.

On December 15, 2011, the Company purchased all of the outstanding common and preferred stock of Micro Power Electronics, Inc. (“Micro Power”) headquartered in Beaverton, OR. Micro Power is a leading supplier of custom battery solutions, serving the portable medical, military and handheld automatic identification and data collection markets. The aggregate purchase price of Micro Power was $71.8 million, which was paid in cash. Total assets acquired from Micro Power were $88.2 million. Total liabilities assumed from Micro Power were $16.4 million.

 

This transaction was accounted for under the acquisition method of accounting. Accordingly, the operating results of Micro Power have been included in the Company's Electrochem Solutions (“Electrochem”) segment from the date of acquisition and the cost of the acquisition was preliminarily allocated to the assets acquired and liabilities assumed from Micro Power based on their fair values as of the close of the acquisition, with the amount exceeding the fair value of net assets acquired being recorded as goodwill. The value assigned to certain assets and liabilities are preliminary and are subject to adjustment as additional information is obtained, including, but not limited to, the finalization of pre-acquisition tax positions. The valuation will be finalized in 2012. During 2012, the Company has made adjustments to the Micro Power opening balance sheet valuation based upon the receipt of information that was needed in order to complete the valuation of certain assets and liabilities. As a result, the Company reduced the fair value recorded for the Micro Power amortizing intangible assets acquired by $0.4 million and increased the amount of goodwill recorded by $0.4 million. The impact of these adjustments, individually and in the aggregate, was not considered material and therefore has not been reflected as a retrospective adjustment of the historical financial statements.

 

Pro Forma Results (Unaudited)

The following unaudited pro forma information presents the consolidated results of operations of the Company, NeuroNexus and Micro Power as if those acquisitions occurred as of the beginning of fiscal years 2011 (NeuroNexus) and 2010 (Micro Power) (in thousands, except per share amounts):

    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
    2012 2011 2012 2011
               
 Sales$161,340 $149,991 $487,431 $478,159
 Net income (loss) (7,561)  7,227  583  26,719
 Earnings per share:           
  Basic$(0.32) $0.31 $0.02 $1.15
  Diluted$(0.32) $0.31 $0.02 $1.13

The unaudited pro forma information presents the combined operating results of Greatbatch, NeuroNexus and Micro Power, with the results prior to the acquisition date adjusted to include the pro forma impact of the amortization of acquired intangible assets based on the purchase price allocations, the adjustment to interest expense reflecting the amount borrowed in connection with the acquisitions at Greatbatch's interest rate, and the impact of income taxes on the pro forma adjustments utilizing the applicable statutory tax rate. The unaudited pro forma consolidated basic and diluted earnings per share calculations are based on the consolidated basic and diluted weighted average shares of Greatbatch.

 

The unaudited pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings, and any related integration costs. Certain cost savings may result from the acquisition; however, there can be no assurance that these cost savings will be achieved. These pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future.

Supplemental Cash Flow Information
SUPPLEMENTAL CASH FLOW INFORMATION

3. SUPPLEMENTAL CASH FLOW INFORMATION

    Nine Months Ended
     September 28,  September 30,
 (in thousands) 2012  2011
 Noncash investing and financing activities:
  Common stock contributed to 401(k) Plan$4,793 $0
  Property, plant and equipment purchases included      
   in accounts payable 4,611  1,575
         
 Cash paid during the period for:     
  Interest$ 3,250 $ 3,700
  Income taxes  2,923   5,207
         
 Acquisition of noncash assets $ 14,396 $ -
 Liabilities assumed 1,244  0
Inventories
INVENTORIES

4. INVENTORIES

 Inventories are comprised of the following (in thousands):
       
  As of
   September 28,  December 30,
   2012  2011
 Raw materials$ 56,364 $ 49,773
 Work-in-process  36,902   36,603
 Finished goods  17,897   23,537
 Total$ 111,163 $ 109,913
Intangible Assets
INTANGIBLE ASSETS

5. INTANGIBLE ASSETS

 Amortizing intangible assets are comprised of the following (in thousands):
              
 AtSeptember 28, 2012 Gross Carrying Amount  Accumulated Amortization  Foreign Currency Translation  Net Carrying Amount
 Technology and patents$ 96,862 $ (59,253) $ 815 $ 38,424
 Customer lists  68,257   (18,455)   1,879   51,681
 Other  4,434   (4,169)   695   960
 Total amortizing intangible assets$ 169,553 $ (81,877) $ 3,389 $ 91,065
              
 AtDecember 30, 2011           
 Technology and patents$ 97,324 $ (54,054) $ 842 $ 44,112
 Customer lists  66,388   (14,009)   1,807   54,186
 Other  5,174   (4,019)   805   1,960
 Total amortizing intangible assets$ 168,886 $ (72,082) $ 3,454 $ 100,258

During the third quarter of 2012, the Company transferred $0.7 million of Electrochem's wireless sensing technology and patents to held-for-sale, which is classified within Prepaid Expenses and Other Current Assets in the Condensed Consolidated Balance Sheet.

 Aggregate intangible asset amortization expense is comprised of the following (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Cost of sales$ 1,863 $ 1,446 $ 5,658 $ 4,595
 Selling, general and administrative expenses  1,573   985   4,713   2,912
 Research, development and engineering costs, net  136   231   409   231
 Total intangible asset amortization expense$ 3,572 $ 2,662 $ 10,780 $ 7,738

 Estimated future intangible asset amortization expense based on the current carrying value is as follows (in thousands):
      
   Estimated 
   Amortization 
   Expense 
 Remainder of2012$ 3,474 
 2013  13,223 
 2014  13,458 
 2015  12,407 
 2016  10,112 
 Thereafter  38,391 
 Total estimated amortization expense$ 91,065 

 The change in indefinite-lived intangible assets is as follows (in thousands):
           
    Trademarks and Tradenames  IPR&D  Total
 AtDecember 30, 2011$ 20,288 $0 $ 20,288
 Indefinite-lived assets acquired 0   540   540
 AtSeptember 28, 2012$ 20,288 $ 540 $ 20,828
           
 The change in goodwill is as follows (in thousands):
           
    Implantable Medical  Electrochem  Total
 AtDecember 30, 2011$ 297,232 $ 41,421 $ 338,653
 Goodwill acquired  8,875  413   9,288
 Foreign currency translation  (138)  0   (138)
 AtSeptember 28, 2012$ 305,969 $ 41,834 $ 347,803
Debt
DEBT

6. DEBT

 Long-term debt is comprised of the following (in thousands):
   As of
    September 28,  December 30,
    2012  2011
 Revolving line of credit$ 41,000 $ 55,000
 2.25% convertible subordinated notes, due 2013  197,782   197,782
 Unamortized discount  (8,628)   (16,832)
  Total long-term debt$ 230,154 $ 235,950

Revolving Line of Credit The Company has a revolving credit facility (the “Credit Facility”), which provides a $400 million secured revolving credit facility, and can be increased by $200 million upon the Company's request and approval by a majority of the lenders. The Credit Facility also contains a $15 million letter of credit subfacility and a $15 million swingline subfacility. The Credit Facility has a maturity date of June 24, 2016; provided, however, if CSN (defined below) are not repaid in full, modified or refinanced before March 1, 2013, the maturity date of the Credit Facility is March 1, 2013.

 

The Credit Facility is secured by the Company's non-realty assets including cash, accounts receivable and inventories. Interest rates under the Credit Facility are, at the Company's option either at: (i) the prime rate 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 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 prime rate 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 Credit Facility contains limitations on the incurrence of indebtedness, liens and licensing of intellectual property, investments and certain payments. The Credit Facility permits the Company to engage in the following activities up to an aggregate amount of $250 million: 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 CSN. 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 above. Additionally, these limitations can be waived upon the Company's request and approval of a majority of the lenders. As of September 28, 2012, the Company had available to it 100% of the above limits as the Company reset these limits in the second quarter of 2012, except for the aggregate limit and other investments limit which are now $248 million and $58 million, respectively.

The 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 4.0 to 1.0. 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 September 28, 2012, the Company was in compliance with all covenants.

 

The 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 Credit Facility immediately due and payable.

 

The weighted average interest rate on borrowings under the Credit Facility as of September 28, 2012, was 2.17%. As of September 28, 2012, the Company had $359 million of borrowing capacity available under the Credit Facility. This borrowing capacity may vary from period to period based upon the debt levels of the Company and the level of EBITDA, which impacts the covenant calculations described above.

 

Interest Rate Swap (Subsequent Event) In October 2012 the Company entered into a three-year $150 million interest rate swap, which amortizes $50 million per year. Under terms of the contract, the Company will receive a floating interest rate indexed to the one-month LIBOR rate and pay a fixed interest rate of 0.573%. The swap will be effective in February 2013. This swap was entered into in order to hedge against potential changes in cash flows on the anticipated outstanding debt on the Credit Facility from the repayment of CSN, which is also expected to be in February 2013 and indexed to the one-month LIBOR rate. The receive variable leg of the interest rate swap and the variable rate paid on the debt is expected to have the same rate of interest, excluding the credit spread, and reset and pay interest on the same dates. This swap will be accounted for as a cash flow hedge.

Convertible Subordinated Notes – In March 2007, the Company completed a private placement of $197.8 million of convertible subordinated notes (“CSN”) at a 5% discount. CSN bear interest at 2.25% per annum, payable semi-annually, and are due on June 15, 2013. The holders may convert CSN 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 as of September 28, 2012 was approximately $197 million and is based on recent sales prices.

 

The effective interest rate of CSN, 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 is being amortized to the maturity date utilizing the effective interest method. As of September 28, 2012, the carrying amount of the discount related to the CSN conversion option value was $7.3 million. As of September 28, 2012, the if-converted value of the CSN does not exceed their principal amount as the Company's closing stock price of $24.33 per share did not exceed the conversion price of CSN.

 The contractual interest and discount amortization for CSN were as follows (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Contractual interest$ 1,113 $ 1,113 $ 3,338 $ 3,338
 Discount amortization  2,781   2,602   8,205   7,676

CSN 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) CSN 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 occurrence of 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, whereby the conversion ratio on the notes may be increased by up to 6.3 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 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.

 

CSN 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. CSN are subordinated in right of payment to all of the Company's senior indebtedness and effectively subordinated to all debts and other liabilities of the Company's subsidiaries. The Company currently intends to use availability under the Credit Facility to repay CSN when they mature.

 

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

 AtDecember 30, 2011$3,149
 Amortization during the period (802)
 AtSeptember 28, 2012$2,347
Defined Benefit Plans
DEFINED BENEFIT PLANS

7. DEFINED BENEFIT PLANS

 

The Company is required to provide its employees located in Switzerland, Mexico and France certain statutorily mandated defined benefits. Under these plans, benefits accrue to employees based upon years of service, position, age and compensation. The defined benefit plan provided to the Company's employees located in Switzerland is a funded contributory plan while the plans that provide benefits to the Company's employees located in Mexico and France are unfunded and noncontributory. The liability and corresponding expense related to these benefit plans is based on actuarial computations of current and future benefits for employees. As discussed in Note 9Other Operating (Income) Expense, Net,” in the third quarter of 2012, the Company finalized its plan to transfer most major functions currently performed at its facilities in Switzerland into other existing facilities. As a result of this decision, the Company curtailed its defined benefit plan provided to employees at those Swiss facilities during the third quarter of 2012. The Company has estimated that a net curtailment gain will be recognized as a result of this curtailment. In accordance with ASC 715, this gain will be recognized as the related employees are terminated. No curtailment gain was recognized in the third quarter of 2012. Additionally, as nearly all of the Swiss pension liability is expected to be paid off in the next year, the Company moved all Swiss pension plan investments into cash during the third quarter of 2012. Plan assets are expected to be sufficient to cover plan liabilities.

 The change in net defined benefit plan liability is as follows (in thousands):
     
 AtDecember 30, 2011$5,569
 Net defined benefit cost 914
 Benefit payments (786)
 Foreign currency translation (18)
 AtSeptember 28, 2012$5,679

 Net defined benefit cost is comprised of the following (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Service cost$ 272 $ 290 $ 835 $ 714
 Interest cost  98   124   305   313
 Amortization of net loss   30   21   92   16
 Expected return on plan assets  (103)   (126)   (318)   (317)
 Net defined benefit cost$ 297 $ 309 $ 914 $ 726
             
Stock-Based Compensation
STOCK-BASED COMPENSATION

8. STOCK-BASED COMPENSATION

 The components and classification of stock-based compensation expense were as follows (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
   2012  2011  2012  2011
 Stock options$ 671 $ 629 $ 2,038 $ 1,792
 Restricted stock and units  1,523   1,186   4,559   3,270
 401(k) stock contribution  1,280   1,193   2,410   3,741
 Total stock-based compensation expense$ 3,474 $ 3,008 $ 9,007 $ 8,803
             
 Cost of sales$ 1,119 $ 1,013 $ 2,486 $ 3,094
 Selling, general and administrative  2,006   1,675   5,732   4,787
 Research, development and engineering  349   320   789   922
 Total stock-based compensation expense$ 3,474 $ 3,008 $ 9,007 $ 8,803

 The weighted average fair value and assumptions used to value options granted are as follows:
  Nine Months Ended
   September 28,  September 30,
   2012  2011
 Weighted average fair value$ 8.20 $ 9.42
 Risk-free interest rate 0.83%  2.04%
 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 30, 2011  1,558,771 $ 23.42      
  Granted  383,292   22.20      
  Exercised  (44,993)   20.86      
  Forfeited or expired  (106,092)   24.05      
 Outstanding atSeptember 28, 2012  1,790,978 $ 23.19   6.2 $ 3.6
 Exercisable atSeptember 28, 2012  1,239,536 $ 23.38   5.1 $ 2.7

 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 30, 2011  478,364 $ 24.44      
  Exercised (5,353)   22.11      
  Forfeited or expired  (177,733)   26.49      
 Outstanding atSeptember 28, 2012  295,278 $ 23.25  4.6 $0.4
 Exercisable atSeptember 28, 2012  295,278 $ 23.25  4.6 $0.4

 The following table summarizes time-vested restricted stock and unit activity:
      Time-Vested Activity  Weighted Average Fair Value
 Nonvested atDecember 30, 2011  69,942 $ 22.69
  Granted  87,803   23.48
  Vested  (24,228)   21.91
  Forfeited  (5,586)   22.30
 Nonvested atSeptember 28, 2012  127,931 $ 23.40

 The following table summarizes performance-vested restricted stock and unit activity:
      Performance-Vested Activity  Weighted Average Fair Value
 Nonvested atDecember 30, 2011  529,743 $ 16.68
  Granted  332,918   15.30
  Vested  (7,500)   24.62
  Forfeited  (64,715)   15.72
 Nonvested atSeptember 28, 2012  790,446 $ 16.11
Other Operating (Income) Expense, Net
OTHER OPERATING (INCOME) EXPENSE NET

9. OTHER OPERATING (INCOME) EXPENSE, NET

 Other Operating (Income) Expense, Net is comprised of the following (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
   2012  2011  2012  2011
 Orthopaedic facility optimization(a)$12,452 $164 $14,774 $425
 Medical device facility optimization(b) 388  0  1,282  0
 ERP system upgrade(c) 1,938  0  4,745  0
 Integration costs(d) 232  0  1,287  0
 Asset dispositions, severance and other(e) 303  23  1,893  (591)
  $15,313 $187 $23,981 $(166)

(a) Orthopaedic facility optimization. In 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. This initiative was completed in 2011.

       

In 2011, the Company began construction on an orthopaedic manufacturing facility in Fort Wayne, IN, which was completed in the second quarter of 2012. In the third quarter of 2012, the Company completed the transfer of the manufacturing operations being performed at its Columbia City, IN orthopaedic facility into this new facility.

 

In the third quarter of 2012, the Company finalized plans to transfer most major functions currently performed at its facilities in Orvin and Corgemont, Switzerland into existing facilities in Fort Wayne, IN and Tijuana, Mexico by mid-2013.

 

The total capital investment expected for these initiatives is between $25 million and $35 million, of which $21 million has been expended to date. Total expense expected to be incurred for these initiatives is between $30 million and $36 million, of which $15.4 million has been incurred to date. All expenses will be recorded within the Implantable Medical segment and are expected to include the following; other costs include production inefficiencies, moving, revalidation, personnel, training and travel costs associated with these consolidation projects:

 

  • Severance and retention: $11 million - $13 million;
  • Accelerated depreciation and asset write-offs: $10 million - $12 million; and
  • Other: $9 million - $11 million.

The change in accrued liabilities related to the orthopaedic facility optimization is as follows (in thousands):
             
   Severance and Retention  Accelerated Depreciation/Asset Write-offs  Other  Total
AtDecember 30, 2011$0 $0 $0 $0
Restructuring charges 4,525  5,246   5,003   14,774
Write-offs 0  (5,246)  0  (5,246)
Cash payments (83)  0  (5,003)  (5,086)
AtSeptember 28, 2012$4,442 $0 $0 $4,442

(b) Medical device facility optimization. Near the end of 2011, the Company initiated plans to upgrade and expand its manufacturing infrastructure in order to support its medical device strategy. This will include the transfer of certain product lines to create additional capacity for the manufacture of medical devices, expansion of two existing facilities, as well as the purchase of equipment to enable the production of medical devices. These initiatives are expected to be completed over the next two to three years. Total capital investment under these initiatives is expected to be between $15 million to $20 million of which approximately $8.5 million has been expended to date. Total expenses expected to be incurred on these projects is between $2.5 million to $3.5 million, of which $1.3 million has been incurred to date. All expenses will be recorded within the Implantable Medical segment and are expected to include the following:

 

  • Production inefficiencies, moving and revalidation: $0.5 million - $1.0 million;
  • Personnel: $1.0 million - $1.5 million; and
  • Other: $1.0 million.

The change in accrued liabilities related to the medical device facility optimization is as follows (in thousands):
             
   Production Inefficiencies, Moving and Revalidation  Personnel  Other  Total
AtDecember 30, 2011$0 $0 $0 $0
Restructuring charges  549   531   202   1,282
Cash payments (549)  (531)  (202)  (1,282)
AtSeptember 28, 2012$0 $0 $0 $0

(c) ERP system upgrade. In 2011, the Company initiated plans to upgrade its existing global ERP system. This initiative is expected to be completed over the next two years. Total capital investment under this initiative is expected to be between $4 million to $5 million of which approximately $2.8 million has been expended to date. Total expenses expected to be incurred on this initiative is between $5 million to $7 million, of which $4.7 million has been incurred to date. Expenses related to this initiative will be recorded within the applicable segment and corporate cost centers that the expenditures relate to and include the following:

 

  • Training and consulting costs: $3 million - $4.5 million; and
  • Accelerated depreciation and asset write-offs: $2 million – $2.5 million.

 

 

The change in accrued liabilities related to the ERP system upgrade is as follows (in thousands):
          
   Training & Consulting Costs  Accelerated Depreciation/ Asset Write-offs  Total
AtDecember 30, 2011$0 $0 $0
Charges  2,579   2,166  4,745
Write-offs 0  (2,166)  (2,166)
Cash payments (1,853)  0  (1,853)
AtSeptember 28, 2012$726 $0 $726

(d) Integration costs. During 2012, the Company incurred costs related to the integration of Micro Power and NeuroNexus. These expenses were primarily for retention bonuses, travel costs in connection with integration efforts, training and severance, which will not be required or incurred after the integrations are completed.

 

(e) Asset dispositions, severance and other. During 2012 and 2011, the Company recorded (gains) write-downs in connection with various asset disposals, net of insurance proceeds received, if any. Additionally, during the second quarter of 2012, the Company incurred $1.2 million of costs related to the relocation of its global headquarters to Frisco, Texas.

Income Taxes
INCOME TAXES

10. 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, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations.

 

The effective tax rate for the first nine months of 2012 was 93.0% compared to 31.0% for the same period of 2011. This increase was primarily attributable to approximately $5.0 million of tax charges recorded in connection with the Swiss orthopaedic consolidation. These charges related to the loss of the Company's Swiss tax holiday, due to its third quarter 2012 decision to discontinue manufacturing in Switzerland, as well as the establishment of a valuation allowance on a portion of its Swiss deferred tax assets as it is more likely than not that they will not be fully realized. Additionally, the 2012 effective tax rate reflects the impact of losses resulting from the Swiss restructuring, the benefit of which are recorded at a lower Swiss effective tax rate, thus increasing the overall effective tax rate of the Company. The effective tax rate also does not include the benefit of the U.S. R&D tax credit, which expired at the end of 2011. The provision for income taxes for the third quarter of 2012 represents the amount necessary to bring the year-to-date effective tax rate to 93.0% and is based upon the Company's full year expected U.S. GAAP effective tax rate.

 

During the first nine months of 2012, the balance of unrecognized tax benefits decreased by $0.8 million as a result of the settlement of IRS audits for 2009 and 2010 and as a result of the lapse of certain statute of limitations. Approximately $0.7 million of the balance of unrecognized tax benefits would favorably impact the effective tax rate, net of federal benefit on state issues, if recognized.

Commitments And Contingencies
COMMITMENTS AND CONTINGENCIES

11. 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 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 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 change in aggregate product warranty liability is as follows (in thousands):

 

 AtDecember 30, 2011$2,013
 Additions to warranty reserve 483
 Warranty claims paid (993)
 Foreign currency effect 3
 AtSeptember 28, 2012$1,506

Contractual ObligationsContractual obligations are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum obligations; fixed or minimum price provisions; and the approximate timing of the transaction. The Company's contractual obligations are normally fulfilled within short time horizons. The Company also enters into blanket orders with vendors that have preferred pricing and terms, however these orders are normally cancelable by us without penalty. As of September 28, 2012, the total contractual obligations of the Company are approximately $29.7 million and will primarily be funded by existing cash and cash equivalents, cash flow from operations, or the Credit Facility. The Company also enters 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. Estimated future operating lease expense is as follows (in thousands):

 Remainder of2012$ 1,072
 2013  4,156
 2014  4,155
 2015  3,566
 2016  3,092
 Thereafter  3,133
 Total estimated operating lease expense$ 19,174

Foreign Currency Contracts - The Company enters into forward contracts to purchase Mexican pesos in order to hedge the risk of peso-denominated payments associated with the operations at its Tijuana, Mexico facility. The impact to the Company's results of operations from these forward contracts was as follows (in thousands):

  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Increase (reduction) in Cost of Sales$11 $(213) $(8) $(529)
 Ineffective portion of change in fair value 0  0  0  0

Instrument Type of Hedge  Aggregate Notional Amount Start Date End Date $/Peso Fair Value Balance Sheet Location
FX Contract Cash flow $ 1,500 Jan-12 Dec-12 0.0767$11 Current Assets
FX Contract Cash flow   1,050 Jan-12 Dec-12 0.0713 89 Current Assets
FX Contract Cash flow   6,000 Jan-13 Dec-13 0.0727 235 Current Assets/ Other Assets
FX Contract Cash flow   6,000 Jan-13 Dec-13 0.0693 548 Current Assets/ Other Assets

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 maximum aggregate loss of $13.5 million with a maximum benefit of $1.0 million. As of September 28, 2012, the Company has $2.0 million accrued related to the self-insurance of its medical plan, which is recorded in Accrued Expenses in the Condensed Consolidated Balance Sheet, and is primarily based upon claim history.

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

12. EARNINGS (LOSS) PER SHARE (“EPS”)

 The following table illustrates the calculation of Basic and Diluted EPS (in thousands, except per share amounts):
    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
    2012 2011 2012 2011
 Numerator for basic and diluted EPS:      
  Net income (loss)$ (7,561) $ 6,989 $ 757 $ 27,483
               
 Denominator for basic EPS:         
  Weighted average shares outstanding  23,646   23,297   23,559   23,241
 Effect of dilutive securities:         
  Stock options, restricted stock and restricted stock units  -   314   365   422
 Denominator for diluted EPS 23,646   23,611   23,924   23,663
 Basic EPS$(0.32) $0.30 $0.03 $1.18
 Diluted EPS$(0.32) $0.30 $0.03 $1.16

 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 Nine Months Ended
    September 28, September 30, September 28, September 30,
    2012 2011 2012 2011
 Time-vested stock options, restricted        
  stock and restricted stock units2,223,000 976,000 1,237,000 925,000
 Performance-vested stock options        
  and restricted stock units781,000 672,000 692,000 678,000

For the 2012 and 2011 periods, no shares related to CSN were included in the diluted EPS calculations as the average share price of the Company's common stock for those periods did not exceed CSN's conversion price per share.

Accumulated Other Comprehensive Income
ACCUMULATED OTHER COMPREHENSIVE INCOME

13. ACCUMULATED OTHER COMPREHENSIVE INCOME

 

 Accumulated Other Comprehensive Income is comprised of the following (in thousands):
  Defined Benefit Plan Liability Cash Flow Hedges Foreign Currency Translation Adjustment Total Pre-Tax Amount Tax Net-of-Tax Amount
AtDecember 30, 2011$ (2,660) $ (538) $ 11,526 $ 8,328 $ 601 $ 8,929
Unrealized gain on cash flow hedges  -   1,429   -   1,429   (500)   929
Realized gain on cash flow hedges  -   (8)   -   (8)   3   (5)
Foreign currency translation loss  -   -   (522)   (522)  0   (522)
AtSeptember 28, 2012$(2,660) $ 883 $ 11,004 $ 9,227 $ 104 $ 9,331
Fair Value Measurements
FAIR VALUE MEASUREMENTS

14. FAIR VALUE MEASUREMENTS

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its foreign currency contracts and accrued contingent consideration. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.

 

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. The fair value of the Company's foreign currency contracts will be realized as Cost of Sales as the inventory, which the contracts are hedging the cash flows to produce, is sold, of which approximately $0.7 million is expected to be realized within the next twelve months.

 

Accrued contingent considerationIn circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through Other Operating (Income) Expense, Net. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable milestones.

 

The fair value of accrued contingent consideration recorded by the Company represents the estimated fair value of the contingent consideration the Company expects to pay to the former shareholders of NeuroNexus based upon the achievement of certain financial and development-based milestones. The fair value of the contingent consideration liability was estimated by discounting to present value, contingent payments expected to be made. The Company used risk-adjusted discount rates ranging from 12 to 20 percent to derive the fair value of the expected obligations as of the acquisition date, which the Company believes is appropriate and representative of market participant assumptions. The Company's accrued contingent consideration is categorized in Level 3 of the fair value hierarchy. Changes in accrued contingent consideration were as follows (in thousands):

 

 AtDecember 30, 2011$0
 Contingent consideration liability recorded 1,500
 Fair value adjustments 110
 AtSeptember 28, 2012$1,610

The recurring Level 3 fair value measurements of the Company's contingent consideration liability include the following significant unobservable inputs (dollars in thousands):

   Fair     
 Contingent Value at     
 Consideration September 28, Valuation Unobservable
 Liability 2012 Technique Inputs
 Financial milestones $855 Discounted cash flow Discount rate12%
        Projected year  
        of payment2014
          
 Development milestones  755 Discounted cash flow Discount rate20%
        Projected year  
        of payment2014

The following table provides information regarding assets and liabilities recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheet (in thousands):
              
   Fair Value Measurements Using
       Quoted      
       Prices in  Significant   
       Active Markets  Other  Significant
    At  for Identical  Observable  Unobservable
    September 28,  Assets  Inputs  Inputs
Description  2012  (Level 1)  (Level 2)  (Level 3)
Assets            
Foreign currency contracts $ 883 $0 $ 883 $0
              
Liabilities            
Accrued contingent consideration   1,610  0  0  1,610

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

Fair value standards also apply to certain nonfinancial assets and liabilities that are measured at fair value on a nonrecurring basis. A summary of the valuation methodologies for the Company's assets and liabilities measured on a nonrecurring basis is as follows:

 

Long-lived assets - The Company reviews the carrying amount of its long-lived assets to be held and used, other than goodwill and indefinite-lived intangible assets, for potential impairment whenever certain indicators are present such as; a significant decrease in the market price of the asset or asset group; a significant change in the extent or manner in which the long-lived asset or asset group is being used or in its physical condition; a significant change in legal factors or in the business climate that could affect the value of the long-lived asset or asset group, including an action or assessment by a regulator; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of the long-lived asset or asset group; or a current expectation that, more likely than not the long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent.

 

If an indicator is present, potential recoverability is measured by comparing the carrying amount of the long-lived asset or asset group to its related total future undiscounted cash flows. If the carrying value is not recoverable, the asset or asset group is considered to be impaired. Impairment is measured by comparing the asset or asset group's carrying amount to its fair value, which is determined by using independent appraisals or discounted cash flow models. The discounted cash flow model requires inputs to a present value cash flow calculation such as a risk-adjusted discount rate, terminal values, operating budgets, long-term strategic plans and remaining useful lives of the asset or asset group. If the carrying value of the long-lived asset or asset group exceeds the fair value, the carrying value is written down to the fair value in the period identified. During the first nine months of 2012, the Company recorded an impairment charge of $0.3 million relating to the write-off of a definite-lived intangible asset. The Company did not record any impairment charge related to its long-lived assets, other than goodwill and indefinite-lived intangible assets, during the first nine months of 2011.

 

Goodwill and indefinite-lived intangible assets The Company assess the impairment of goodwill and other indefinite-lived intangible assets on the last day of each fiscal year, or more frequently if certain indicators are present as described above under long-lived assets. The Company assesses goodwill for impairment by comparing the fair value of its reporting units to their carrying amounts. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill within the reporting unit is less than its carrying value. Fair values for reporting units are determined based on discounted cash flow models and market multiples. The discounted cash flow model requires inputs to a present value cash flow calculation such as a risk-adjusted discount rate, terminal values, operating budgets, and long-term strategic plans. The fair value from the discounted cash flow model is then combined, based on certain weightings, with market multiples in order to determine the fair value of the reporting unit. These market multiples include revenue multiples and multiples of earnings before interest, taxes, depreciation and amortization.

 

Indefinite-lived intangible assets are assessed for impairment by comparing the fair value of the intangible asset to its carrying value. If the carrying value of the indefinite-lived intangible asset exceeds the fair value, the carrying value is written down to the fair value in the period identified. The fair value of indefinite-lived intangible assets is determined by using a discounted cash flow model. The discounted cash flow model requires inputs to a present value cash flow calculation such as a risk-adjusted discount rate, royalty rates, operating budgets, and long-term strategic plans.

 

Note 5 “Intangible Assets” contains additional information on the Company's intangible assets.

 

Cost and equity method investments - The Company holds investments in equity and other securities that are accounted for as either cost or equity method investments, which are classified as Other Assets. The total carrying value of these investments is reviewed quarterly for changes in circumstance or the occurrence of events that suggest the Company's investment may not be recoverable. The fair value of cost or equity method investments is not adjusted if there are no identified events or changes in circumstances that may have a material effect on the fair value of the investments. Gains and losses realized on cost and equity method investments are recorded in Other (Income) Expense, Net, unless separately stated. The aggregate recorded amount of cost and equity method investments at September 28, 2012 and December 30, 2011 was $9.3 million and $5.7 million, respectively.

 

The Company did not record any impairment charges related to its investments during the first nine months of 2012. During the second quarter of 2011, the Company recognized impairment charges related to its cost method investments of $0.3 million. The fair value of these investments was determined by reference to recent sales data of similar shares to independent parties in an inactive market. This fair value calculation was categorized in Level 2 of the fair value hierarchy. In the first quarter of 2011, the Company sold its cost method investment in IntElect Medical, Inc. (“IntElect”) in conjunction with Boston Scientific's acquisition of IntElect, which resulted in a pre-tax gain of $4.5 million in the first quarter of 2011 and an additional $0.4 million gain during the third quarter of 2012.

 

Fair Value of Other Financial Instruments

 

Convertible subordinated notes - The fair value of CSN disclosed in Note 6 “Debt” was determined based upon recent third-party transactions for CSN in an inactive market. CSN are valued for disclosure purposes utilizing Level 2 measurements of the fair value hierarchy.

 

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

15. BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION

 

The Company operates its business in two reportable segments – Implantable Medical and Electrochem. The Implantable Medical segment (formerly Greatbatch Medical) is comprised of our Greatbatch Medical and QiG Group brands and designs and manufactures medical devices and components for the cardiac rhythm management (“CRM”), neuromodulation, vascular access and orthopaedic markets. Additionally, the Implantable Medical segment offers value-added assembly and design engineering services. As a result of the strategy put in place over three years ago, the Implantable Medical segment 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 in the Company's core markets: cardiovascular, neuromodulation and orthopaedic. The devices designed and developed by the QiG Group are manufactured by Greatbatch Medical.

 

Electrochem is an industry leader in designing and manufacturing total power solutions for critical applications with market-leading OEMs, largely in the portable medical and energy space. Electrochem offers its customers consultation, design, development and testing for medical device applications, in high-value markets, including those that support the transition of delivery of health care from clinical to outpatient and home settings, as well as those that enhance the quality of life for an aging population. Examples of these devices include powered surgical tools, automated external defibrillators, portable ultrasound devices, portable oxygen concentrators, and ventilators, among others. Electrochem provides cell and battery pack configurations for rechargeable and non-rechargeable battery power systems, charging and docking stations, and power supplies, for devices where failure is not an option.

 

The Company defines segment income from operations as sales less cost of sales including amortization and expenses attributable to segment-specific selling, general, administrative, research, development, engineering and other operating activities. 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 Nine Months Ended
    September 28, September 30, September 28, September 30,
 Sales:2012 2011 2012 2011
 Implantable Medical           
  CRM/Neuromodulation$ 80,246 $ 70,731 $ 235,406 $ 226,492
  Vascular Access  13,674   11,396   37,791   32,639
  Orthopaedic  27,173   31,131   91,079   108,642
   Total Implantable Medical  121,093   113,258   364,276   367,773
 Electrochem           
  Portable Medical  20,219   1,954   59,346   6,105
  Energy/Environmental  16,192   13,955   51,441   45,813
  Other  3,836   2,551   11,928   7,385
   Total Electrochem  40,247   18,460   122,715   59,303
   Total sales$ 161,340 $ 131,718 $ 486,991 $ 427,076

    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Segment income from operations:           
  Implantable Medical$ 2,744 $ 12,030 $ 24,252 $ 48,677
  Electrochem  5,350   3,631   16,020   12,890
 Total segment income from operations  8,094   15,661   40,272   61,567
 Unallocated operating expenses (5,967)  (2,773)  (15,856)  (12,410)
 Operating income as reported  2,127   12,888   24,416   49,157
 Unallocated other expense (4,299)  (3,649)  (13,599)  (9,327)
 Income (loss) before provision for income taxes$ (2,172) $ 9,239 $ 10,817 $ 39,830

    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Sales by geographic area:
  United States$ 82,522 $ 61,502 $ 249,306 $ 187,795
 Non-Domestic locations:           
  Puerto Rico  31,320   21,522   81,541   72,354
  Belgium  11,346   11,958   41,737   48,555
  United Kingdom & Ireland  9,837   14,466   34,525   42,585
  Rest of world  26,315   22,270   79,882   75,787
   Total sales$ 161,340 $ 131,718 $ 486,991 $ 427,076

 Four customers accounted for a significant portion of the Company’s sales as follows:
               
    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Customer A 19%  18%  19%  20%
 Customer B 18%  20%  15%  18%
 Customer C 10%  11%  10%  13%
 Customer D 5%  9%  6%  8%
  Total 52%  58%  50%  59%

 Long-lived tangible assets by geographic area are as follows (in thousands):
  As of
   September 28,  December 30,
   2012  2011
 United States$ 124,451 $ 113,693
 Rest of world  32,211   32,113
 Total$ 156,662 $ 145,806
Impact of Recently Issued Accounting Standards
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

16. 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 July 2012, the FASB issued Accounting Standards Update (“ASU”) No. 2012-02, Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment. This ASU simplifies the guidance for testing the decline in the realizable value (impairment) of indefinite-lived intangible assets other than goodwill. This ASU allows an organization the option to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. An organization electing to perform a qualitative assessment is no longer required to calculate the fair value of an indefinite-lived intangible asset unless the organization determines, based on a qualitative assessment, that it is “more likely than not” that the asset is impaired. The amendments in this ASU are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. When adopted, this ASU will not have a material impact on the Company's Condensed Consolidated Financial Statements as it only impacts the timing of when the Company is required to perform the two-step impairment tests of its indefinite-lived intangible assets other than goodwill.

 

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU requires companies to provide information about trading in financial instruments and related derivatives in expanded disclosures, creates new disclosure requirements about the nature of an entity's rights of offset and related arrangements associated with its financial instruments and derivative instruments. The disclosure requirements are effective for annual reporting periods beginning on or after January 1, 2013, and interim periods therein, with retrospective application required. When adopted, this ASU will not have a material impact on the Company's Condensed Consolidated Financial Statements as it only changes the disclosures surrounding the Company's offsetting assets and liabilities.

Accounting Policies (Policies)

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 full 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 December 30, 2011 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 30, 2011.

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 Company utilizes a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31st. The third quarter and year-to-date periods of 2012 and 2011 each contained 13 weeks and 39 weeks, respectively, and ended on September 28, and September 30, respectively.

IPR&D represents research projects which are expected to generate cash flows but have not yet reached technological feasibility. The primary basis for determining the technological feasibility of these projects is whether or not regulatory approval has been obtained. The Company classifies IPR&D acquired in a business combination as an indefinite-lived intangible asset until the completion or abandonment of the associated projects. Upon completion, the Company would determine the useful life of the IPR&D and begin amortizing the assets to reflect their use over their remaining lives. Upon permanent abandonment, the remaining carrying amount of the associated IPR&D would be written-off. The Company will test the IPR&D acquired for impairment at least annually, and more frequently if events or changes in circumstances indicate that the assets may be impaired. The impairment test consists of a comparison of the fair value of the intangible assets with their carrying amount. If the carrying amount exceeds its fair value, the Company would record an impairment loss in an amount equal to the excess.

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, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations.

In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. The Company re-measures this liability each reporting period and records changes in the fair value through Other Operating (Income) Expense, Net. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable milestones.

The Company reviews the carrying amount of its long-lived assets to be held and used, other than goodwill and indefinite-lived intangible assets, for potential impairment whenever certain indicators are present such as; a significant decrease in the market price of the asset or asset group; a significant change in the extent or manner in which the long-lived asset or asset group is being used or in its physical condition; a significant change in legal factors or in the business climate that could affect the value of the long-lived asset or asset group, including an action or assessment by a regulator; an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; a current-period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of the long-lived asset or asset group; or a current expectation that, more likely than not the long-lived asset or asset group will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The term more likely than not refers to a level of likelihood that is more than 50 percent.

 

If an indicator is present, potential recoverability is measured by comparing the carrying amount of the long-lived asset or asset group to its related total future undiscounted cash flows. If the carrying value is not recoverable, the asset or asset group is considered to be impaired. Impairment is measured by comparing the asset or asset group's carrying amount to its fair value, which is determined by using independent appraisals or discounted cash flow models. The discounted cash flow model requires inputs to a present value cash flow calculation such as a risk-adjusted discount rate, terminal values, operating budgets, long-term strategic plans and remaining useful lives of the asset or asset group. If the carrying value of the long-lived asset or asset group exceeds the fair value, the carrying value is written down to the fair value in the period identified.

The Company assess the impairment of goodwill and other indefinite-lived intangible assets on the last day of each fiscal year, or more frequently if certain indicators are present as described above under long-lived assets. The Company assesses goodwill for impairment by comparing the fair value of its reporting units to their carrying amounts. If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that the implied fair value of the goodwill within the reporting unit is less than its carrying value.

Indefinite-lived intangible assets are assessed for impairment by comparing the fair value of the intangible asset to its carrying value. If the carrying value of the indefinite-lived intangible asset exceeds the fair value, the carrying value is written down to the fair value in the period identified.

The Company holds investments in equity and other securities that are accounted for as either cost or equity method investments, which are classified as Other Assets. The total carrying value of these investments is reviewed quarterly for changes in circumstance or the occurrence of events that suggest the Company's investment may not be recoverable. The fair value of cost or equity method investments is not adjusted if there are no identified events or changes in circumstances that may have a material effect on the fair value of the investments.

Acquistions (Tables)
 Assets acquired
  Current assets $ 618 
  Property, plant and equipment   35 
  Amortizing intangible assets   2,927 
  Indefinite-lived intangible assets   540 
  Goodwill   8,875 
  Other assets   1,576 
 Total assets acquired 14,571 
 Liabilities assumed   
  Current liabilities  420 
  Deferred income taxes  940 
 Total liabilities assumed  1,360 
 Purchase price$13,211 
      Weighted Weighted Weighted
   Fair Average Average Average
   Value Amortization Useful Discount
   Assigned Period (Years) Life (Years) Rate
 Amortizing Intangible Assets         
 Technology and patents $1,058 6 10 14%
 Customer lists  1,869 7 15 13%
   $2,927 7 13 13%
      Weighted Weighted Weighted
   Fair Average Average Average
   Value Amortization Useful Discount
   Assigned Period (Years) Life (Years) Rate
 Indefinite-Lived Intangible Assets       
 In-process research and development $540 N/A 12 26%
    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
    2012 2011 2012 2011
               
 Sales$161,340 $149,991 $487,431 $478,159
 Net income (loss) (7,561)  7,227  583  26,719
 Earnings per share:           
  Basic$(0.32) $0.31 $0.02 $1.15
  Diluted$(0.32) $0.31 $0.02 $1.13
Supplemental Cash Flow Information (Tables)
Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]
    Nine Months Ended
     September 28,  September 30,
 (in thousands) 2012  2011
 Noncash investing and financing activities:
  Common stock contributed to 401(k) Plan$4,793 $0
  Property, plant and equipment purchases included      
   in accounts payable 4,611  1,575
         
 Cash paid during the period for:     
  Interest$ 3,250 $ 3,700
  Income taxes  2,923   5,207
         
 Acquisition of noncash assets $ 14,396 $ -
 Liabilities assumed 1,244  0
Inventories (Tables)
Schedule of Inventory, Current [Table Text Block]
 Inventories are comprised of the following (in thousands):
       
  As of
   September 28,  December 30,
   2012  2011
 Raw materials$ 56,364 $ 49,773
 Work-in-process  36,902   36,603
 Finished goods  17,897   23,537
 Total$ 111,163 $ 109,913
Intangible Assets (Tables)
 Amortizing intangible assets are comprised of the following (in thousands):
              
 AtSeptember 28, 2012 Gross Carrying Amount  Accumulated Amortization  Foreign Currency Translation  Net Carrying Amount
 Technology and patents$ 96,862 $ (59,253) $ 815 $ 38,424
 Customer lists  68,257   (18,455)   1,879   51,681
 Other  4,434   (4,169)   695   960
 Total amortizing intangible assets$ 169,553 $ (81,877) $ 3,389 $ 91,065
              
 AtDecember 30, 2011           
 Technology and patents$ 97,324 $ (54,054) $ 842 $ 44,112
 Customer lists  66,388   (14,009)   1,807   54,186
 Other  5,174   (4,019)   805   1,960
 Total amortizing intangible assets$ 168,886 $ (72,082) $ 3,454 $ 100,258
 Aggregate intangible asset amortization expense is comprised of the following (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Cost of sales$ 1,863 $ 1,446 $ 5,658 $ 4,595
 Selling, general and administrative expenses  1,573   985   4,713   2,912
 Research, development and engineering costs, net  136   231   409   231
 Total intangible asset amortization expense$ 3,572 $ 2,662 $ 10,780 $ 7,738
 Estimated future intangible asset amortization expense based on the current carrying value is as follows (in thousands):
      
   Estimated 
   Amortization 
   Expense 
 Remainder of2012$ 3,474 
 2013  13,223 
 2014  13,458 
 2015  12,407 
 2016  10,112 
 Thereafter  38,391 
 Total estimated amortization expense$ 91,065 
 The change in indefinite-lived intangible assets is as follows (in thousands):
           
    Trademarks and Tradenames  IPR&D  Total
 AtDecember 30, 2011$ 20,288 $0 $ 20,288
 Indefinite-lived assets acquired 0   540   540
 AtSeptember 28, 2012$ 20,288 $ 540 $ 20,828
           
 The change in goodwill is as follows (in thousands):
           
    Implantable Medical  Electrochem  Total
 AtDecember 30, 2011$ 297,232 $ 41,421 $ 338,653
 Goodwill acquired  8,875  413   9,288
 Foreign currency translation  (138)  0   (138)
 AtSeptember 28, 2012$ 305,969 $ 41,834 $ 347,803
Debt (Tables)
 Long-term debt is comprised of the following (in thousands):
   As of
    September 28,  December 30,
    2012  2011
 Revolving line of credit$ 41,000 $ 55,000
 2.25% convertible subordinated notes, due 2013  197,782   197,782
 Unamortized discount  (8,628)   (16,832)
  Total long-term debt$ 230,154 $ 235,950
 The contractual interest and discount amortization for CSN were as follows (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Contractual interest$ 1,113 $ 1,113 $ 3,338 $ 3,338
 Discount amortization  2,781   2,602   8,205   7,676
 AtDecember 30, 2011$3,149
 Amortization during the period (802)
 AtSeptember 28, 2012$2,347
Defined Benefit Plans (Tables)
 The change in net defined benefit plan liability is as follows (in thousands):
     
 AtDecember 30, 2011$5,569
 Net defined benefit cost 914
 Benefit payments (786)
 Foreign currency translation (18)
 AtSeptember 28, 2012$5,679
 Net defined benefit cost is comprised of the following (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Service cost$ 272 $ 290 $ 835 $ 714
 Interest cost  98   124   305   313
 Amortization of net loss   30   21   92   16
 Expected return on plan assets  (103)   (126)   (318)   (317)
 Net defined benefit cost$ 297 $ 309 $ 914 $ 726
             
Stock-Based Compensation (Tables)
 The components and classification of stock-based compensation expense were as follows (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
   2012  2011  2012  2011
 Stock options$ 671 $ 629 $ 2,038 $ 1,792
 Restricted stock and units  1,523   1,186   4,559   3,270
 401(k) stock contribution  1,280   1,193   2,410   3,741
 Total stock-based compensation expense$ 3,474 $ 3,008 $ 9,007 $ 8,803
             
 Cost of sales$ 1,119 $ 1,013 $ 2,486 $ 3,094
 Selling, general and administrative  2,006   1,675   5,732   4,787
 Research, development and engineering  349   320   789   922
 Total stock-based compensation expense$ 3,474 $ 3,008 $ 9,007 $ 8,803
 The weighted average fair value and assumptions used to value options granted are as follows:
  Nine Months Ended
   September 28,  September 30,
   2012  2011
 Weighted average fair value$ 8.20 $ 9.42
 Risk-free interest rate 0.83%  2.04%
 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 30, 2011  1,558,771 $ 23.42      
  Granted  383,292   22.20      
  Exercised  (44,993)   20.86      
  Forfeited or expired  (106,092)   24.05      
 Outstanding atSeptember 28, 2012  1,790,978 $ 23.19   6.2 $ 3.6
 Exercisable atSeptember 28, 2012  1,239,536 $ 23.38   5.1 $ 2.7

 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 30, 2011  478,364 $ 24.44      
  Exercised (5,353)   22.11      
  Forfeited or expired  (177,733)   26.49      
 Outstanding atSeptember 28, 2012  295,278 $ 23.25  4.6 $0.4
 Exercisable atSeptember 28, 2012  295,278 $ 23.25  4.6 $0.4
 The following table summarizes time-vested restricted stock and unit activity:
      Time-Vested Activity  Weighted Average Fair Value
 Nonvested atDecember 30, 2011  69,942 $ 22.69
  Granted  87,803   23.48
  Vested  (24,228)   21.91
  Forfeited  (5,586)   22.30
 Nonvested atSeptember 28, 2012  127,931 $ 23.40

 The following table summarizes performance-vested restricted stock and unit activity:
      Performance-Vested Activity  Weighted Average Fair Value
 Nonvested atDecember 30, 2011  529,743 $ 16.68
  Granted  332,918   15.30
  Vested  (7,500)   24.62
  Forfeited  (64,715)   15.72
 Nonvested atSeptember 28, 2012  790,446 $ 16.11
Other Operating (Income) Expense (Tables)
 Other Operating (Income) Expense, Net is comprised of the following (in thousands):
             
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
   2012  2011  2012  2011
 Orthopaedic facility optimization(a)$12,452 $164 $14,774 $425
 Medical device facility optimization(b) 388  0  1,282  0
 ERP system upgrade(c) 1,938  0  4,745  0
 Integration costs(d) 232  0  1,287  0
 Asset dispositions, severance and other(e) 303  23  1,893  (591)
  $15,313 $187 $23,981 $(166)
The change in accrued liabilities related to the orthopaedic facility optimization is as follows (in thousands):
             
   Severance and Retention  Accelerated Depreciation/Asset Write-offs  Other  Total
AtDecember 30, 2011$0 $0 $0 $0
Restructuring charges 4,525  5,246   5,003   14,774
Write-offs 0  (5,246)  0  (5,246)
Cash payments (83)  0  (5,003)  (5,086)
AtSeptember 28, 2012$4,442 $0 $0 $4,442

The change in accrued liabilities related to the medical device facility optimization is as follows (in thousands):
             
   Production Inefficiencies, Moving and Revalidation  Personnel  Other  Total
AtDecember 30, 2011$0 $0 $0 $0
Restructuring charges  549   531   202   1,282
Cash payments (549)  (531)  (202)  (1,282)
AtSeptember 28, 2012$0 $0 $0 $0

The change in accrued liabilities related to the ERP system upgrade is as follows (in thousands):
          
   Training & Consulting Costs  Accelerated Depreciation/ Asset Write-offs  Total
AtDecember 30, 2011$0 $0 $0
Charges  2,579   2,166  4,745
Write-offs 0  (2,166)  (2,166)
Cash payments (1,853)  0  (1,853)
AtSeptember 28, 2012$726 $0 $726
Commitments and Contingencies (Tables)
 AtDecember 30, 2011$2,013
 Additions to warranty reserve 483
 Warranty claims paid (993)
 Foreign currency effect 3
 AtSeptember 28, 2012$1,506
 Remainder of2012$ 1,072
 2013  4,156
 2014  4,155
 2015  3,566
 2016  3,092
 Thereafter  3,133
 Total estimated operating lease expense$ 19,174
  Three Months Ended Nine Months Ended
  September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Increase (reduction) in Cost of Sales$11 $(213) $(8) $(529)
 Ineffective portion of change in fair value 0  0  0  0
Instrument Type of Hedge  Aggregate Notional Amount Start Date End Date $/Peso Fair Value Balance Sheet Location
FX Contract Cash flow $ 1,500 Jan-12 Dec-12 0.0767$11 Current Assets
FX Contract Cash flow   1,050 Jan-12 Dec-12 0.0713 89 Current Assets
FX Contract Cash flow   6,000 Jan-13 Dec-13 0.0727 235 Current Assets/ Other Assets
FX Contract Cash flow   6,000 Jan-13 Dec-13 0.0693 548 Current Assets/ Other Assets
Earnings Per Share (Tables)
 The following table illustrates the calculation of Basic and Diluted EPS (in thousands, except per share amounts):
    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
    2012 2011 2012 2011
 Numerator for basic and diluted EPS:      
  Net income (loss)$ (7,561) $ 6,989 $ 757 $ 27,483
               
 Denominator for basic EPS:         
  Weighted average shares outstanding  23,646   23,297   23,559   23,241
 Effect of dilutive securities:         
  Stock options, restricted stock and restricted stock units  -   314   365   422
 Denominator for diluted EPS 23,646   23,611   23,924   23,663
 Basic EPS$(0.32) $0.30 $0.03 $1.18
 Diluted EPS$(0.32) $0.30 $0.03 $1.16
 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 Nine Months Ended
    September 28, September 30, September 28, September 30,
    2012 2011 2012 2011
 Time-vested stock options, restricted        
  stock and restricted stock units2,223,000 976,000 1,237,000 925,000
 Performance-vested stock options        
  and restricted stock units781,000 672,000 692,000 678,000
Comprehensive Income (Tables)
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]
 Accumulated Other Comprehensive Income is comprised of the following (in thousands):
  Defined Benefit Plan Liability Cash Flow Hedges Foreign Currency Translation Adjustment Total Pre-Tax Amount Tax Net-of-Tax Amount
AtDecember 30, 2011$ (2,660) $ (538) $ 11,526 $ 8,328 $ 601 $ 8,929
Unrealized gain on cash flow hedges  -   1,429   -   1,429   (500)   929
Realized gain on cash flow hedges  -   (8)   -   (8)   3   (5)
Foreign currency translation loss  -   -   (522)   (522)  0   (522)
AtSeptember 28, 2012$(2,660) $ 883 $ 11,004 $ 9,227 $ 104 $ 9,331
Fair Value (Tables)
 AtDecember 30, 2011$0
 Contingent consideration liability recorded 1,500
 Fair value adjustments 110
 AtSeptember 28, 2012$1,610
   Fair     
 Contingent Value at     
 Consideration September 28, Valuation Unobservable
 Liability 2012 Technique Inputs
 Financial milestones $855 Discounted cash flow Discount rate12%
        Projected year  
        of payment2014
          
 Development milestones  755 Discounted cash flow Discount rate20%
        Projected year  
        of payment2014
The following table provides information regarding assets and liabilities recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheet (in thousands):
              
   Fair Value Measurements Using
       Quoted      
       Prices in  Significant   
       Active Markets  Other  Significant
    At  for Identical  Observable  Unobservable
    September 28,  Assets  Inputs  Inputs
Description  2012  (Level 1)  (Level 2)  (Level 3)
Assets            
Foreign currency contracts $ 883 $0 $ 883 $0
              
Liabilities            
Accrued contingent consideration   1,610  0  0  1,610
Business Segment (Tables)
 Long-lived tangible assets by geographic area are as follows (in thousands):
  As of
   September 28,  December 30,
   2012  2011
 United States$ 124,451 $ 113,693
 Rest of world  32,211   32,113
 Total$ 156,662 $ 145,806
    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Sales by geographic area:
  United States$ 82,522 $ 61,502 $ 249,306 $ 187,795
 Non-Domestic locations:           
  Puerto Rico  31,320   21,522   81,541   72,354
  Belgium  11,346   11,958   41,737   48,555
  United Kingdom & Ireland  9,837   14,466   34,525   42,585
  Rest of world  26,315   22,270   79,882   75,787
   Total sales$ 161,340 $ 131,718 $ 486,991 $ 427,076
    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
 Sales:2012 2011 2012 2011
 Implantable Medical           
  CRM/Neuromodulation$ 80,246 $ 70,731 $ 235,406 $ 226,492
  Vascular Access  13,674   11,396   37,791   32,639
  Orthopaedic  27,173   31,131   91,079   108,642
   Total Implantable Medical  121,093   113,258   364,276   367,773
 Electrochem           
  Portable Medical  20,219   1,954   59,346   6,105
  Energy/Environmental  16,192   13,955   51,441   45,813
  Other  3,836   2,551   11,928   7,385
   Total Electrochem  40,247   18,460   122,715   59,303
   Total sales$ 161,340 $ 131,718 $ 486,991 $ 427,076
    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Segment income from operations:           
  Implantable Medical$ 2,744 $ 12,030 $ 24,252 $ 48,677
  Electrochem  5,350   3,631   16,020   12,890
 Total segment income from operations  8,094   15,661   40,272   61,567
 Unallocated operating expenses (5,967)  (2,773)  (15,856)  (12,410)
 Operating income as reported  2,127   12,888   24,416   49,157
 Unallocated other expense (4,299)  (3,649)  (13,599)  (9,327)
 Income (loss) before provision for income taxes$ (2,172) $ 9,239 $ 10,817 $ 39,830
 Four customers accounted for a significant portion of the Company’s sales as follows:
               
    Three Months Ended Nine Months Ended
    September 28, September 30, September 28, September 30,
  2012 2011 2012 2011
 Customer A 19%  18%  19%  20%
 Customer B 18%  20%  15%  18%
 Customer C 10%  11%  10%  13%
 Customer D 5%  9%  6%  8%
  Total 52%  58%  50%  59%
Basis of Presentation (Details)
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Basis of Presentation [Abstract]
 
 
 
 
Weeks In Reporting Period
13 
13 
39 
39 
Acquisitions (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 9 Months Ended 0 Months Ended 9 Months Ended
Feb. 16, 2012
Neuro Nexus Technologies Inc [Member]
Sep. 28, 2012
Neuro Nexus Technologies Inc [Member]
Dec. 15, 2011
Micro Power Electronics Inc [Member]
Sep. 28, 2012
Micro Power Electronics Inc [Member]
Business Acquisition [Line Items]
 
 
 
 
Business Acquisition, Name of Acquired Entity
NeuroNexus Technologies, Inc. 
 
Micro Power Electronics, Inc. 
 
Business Acquisition, Description of Acquired Entity
NeuroNexus is an active implantable medical device design firm specializing in developing and commercializing neural interface technology, components and systems for neuroscience and clinical markets. NeuroNexus has an extensive intellectual property portfolio, core technologies and capabilities to support the development and manufacturing of neural interface devices across a wide range of applications including neuromodulation, sensing, optical stimulation and targeted drug delivery. 
 
Micro Power is a leading supplier of custom battery solutions, serving the portable medical, military and handheld automatic identification and data collection markets. 
 
Total revenue included from the acquired entity
 
$ 1.7 
 
 
Total net income included from the acquired entity
 
(0.1)
 
 
Business Acquisition, Cost of Acquired Entity, Cash Paid
11.7 
 
71.8 
 
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High
 
 
 
Business Acquisition, Contingent Consideration, at Fair Value
1.5 
 
 
 
Business Acquisition, Purchase Price Allocation, Status
The value assigned to certain assets and liabilities are preliminary and are subject to adjustment as additional information is obtained, including, but not limited to, the finalization of pre-acquisition tax positions. The valuation is expected to be finalized in 2012. 
 
The value assigned to certain assets and liabilities are preliminary and are subject to adjustment as additional information is obtained, including, but not limited to, the finalization of pre-acquisition tax positions. The valuation will be finalized in 2012. 
 
Adjustment To Purchase Price Allocation Amortizing Intangible Assets
 
 
 
(0.4)
Adjustment To Purchase Price Allocation Goodwill
 
 
 
$ 0.4 
Acquisitions (Details 1) (USD $)
In Thousands, unless otherwise specified
Feb. 16, 2012
Feb. 16, 2012
Neuro Nexus Technologies Inc [Member]
Dec. 15, 2011
Micro Power Electronics Inc [Member]
Business Acquisition [Line Items]
 
 
 
Current assets
 
$ 618 
 
Property, plant and equiptment
 
35 
 
Amortizing intangible assets
2,927 
2,927 
 
Indefinite-lived intangible assets
 
540 
 
Goodwill
 
8,875 
 
Other assets
 
1,576 
 
Total assets acquired
 
14,571 
88,200 
Current liabilities
 
420 
 
Deferred income taxes
 
940 
 
Total liabilities assumed
 
1,360 
16,400 
Net assets acquired
 
$ 13,211 
 
Acquisitions (Details 2) (USD $)
0 Months Ended
Feb. 16, 2012
Acquired Finite-Lived Intangible Assets [Line Items]
 
Amortizing intangible assets
$ 2,927,000 
Weighted Average Amortization Period (Years)
7 years 
Weighted Average Useful Life (Years)
13 years 
Weighted Average Discount Rate
13.00% 
In Process Research And Development [Member]
 
Acquired Indefinite-lived Intangible Assets [Line Items]
 
Indefinite-lived intangible assets
540,000 
Weighted Average Useful Life (Years)
12 years 
Weighted Average Discount Rate
26.00% 
Estimated Total Cost To Complete In Process Research And Development Programs Acquired
1,500,000 
Estimated Year Of Completion Of In Process Research And Development Programs Acquired
2014 
Patented Technology [Member]
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
Amortizing intangible assets
1,058,000 
Weighted Average Amortization Period (Years)
6 years 
Weighted Average Useful Life (Years)
10 years 
Weighted Average Discount Rate
14.00% 
Minimum royalty rate assumed in valuation
2.00% 
Maximum rate assumed in valuation
6.00% 
Customer Lists [Member]
 
Acquired Finite-Lived Intangible Assets [Line Items]
 
Amortizing intangible assets
$ 1,869,000 
Weighted Average Amortization Period (Years)
7 years 
Weighted Average Useful Life (Years)
15 years 
Weighted Average Discount Rate
13.00% 
Acquisitions (Details 3) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Business Acquisition, Pro Forma Information [Abstract]
 
 
 
 
Sales
$ 161,340 
$ 149,991 
$ 487,431 
$ 478,159 
Net income
$ (7,561)
$ 7,227 
$ 583 
$ 26,719 
Basic earnings per share
$ (0.32)
$ 0.31 
$ 0.02 
$ 1.15 
Diluted earnings per share
$ (0.32)
$ 0.31 
$ 0.02 
$ 1.13 
Supplemental Cash Flow Information (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]
 
 
Stock Issued During Period, Value, Employee Benefit Plan
$ 4,793 
$ 0 
Property, plant and equipment purchases included in accounts payable
4,611 
1,575 
Interest Paid
3,250 
3,700 
Income Taxes Paid
2,923 
5,207 
Acquisition of noncash assts
14,396 
Liabilities Assumed
$ 1,244 
$ 0 
Inventories (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2012
Dec. 30, 2011
Inventory Disclosure [Abstract]
 
 
Inventory Raw Materials
$ 56,364 
$ 49,773 
Inventory, Work in Process
36,902 
36,603 
Inventory, Finished Goods
17,897 
23,537 
Inventories
$ 111,163 
$ 109,913 
Intangible Assets (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2012
Dec. 30, 2011
Finite-Lived Intangible Assets [Line Items]
 
 
Finite-Lived Intangible Assets, Gross
$ 169,553 
$ 168,886 
Finite-Lived Intangible Assets, Accumulated Amortization
(81,877)
(72,082)
Foreign Currency Translation
3,389 
3,454 
Amortizing intangible assets, net
91,065 
100,258 
Purchased Technology And Patents [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Finite-Lived Intangible Assets, Gross
96,862 
97,324 
Finite-Lived Intangible Assets, Accumulated Amortization
(59,253)
(54,054)
Foreign Currency Translation
815 
842 
Amortizing intangible assets, net
38,424 
44,112 
Customer Lists [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Finite-Lived Intangible Assets, Gross
68,257 
66,388 
Finite-Lived Intangible Assets, Accumulated Amortization
(18,455)
(14,009)
Foreign Currency Translation
1,879 
1,807 
Amortizing intangible assets, net
51,681 
54,186 
Other Intangible Assets [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Finite-Lived Intangible Assets, Gross
4,434 
5,174 
Finite-Lived Intangible Assets, Accumulated Amortization
(4,169)
(4,019)
Foreign Currency Translation
695 
805 
Amortizing intangible assets, net
$ 960 
$ 1,960 
Intangible Assets (Details 1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Dec. 30, 2011
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Finite-Lived Intangible Assets, Amortization Expense
$ 3,572 
$ 2,662 
$ 10,780 
$ 7,738 
 
Future Amortization Expense, Remainder of Fiscal Year
3,474 
 
3,474 
 
 
Future Amortization Expense, Year Two
13,223 
 
13,223 
 
 
Future Amortization Expense, Year Three
13,458 
 
13,458 
 
 
Future Amortization Expense, Year Four
12,407 
 
12,407 
 
 
Future Amortization Expense, Year Five
10,112 
 
10,112 
 
 
Future Amortization Expense, after Year Five
38,391 
 
38,391 
 
 
Amortizing intangible assets, net
91,065 
 
91,065 
 
100,258 
Cost of Sales [Member]
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Finite-Lived Intangible Assets, Amortization Expense
1,863 
1,446 
5,658 
4,595 
 
Selling General And Administrative Expense [Member]
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Finite-Lived Intangible Assets, Amortization Expense
1,573 
985 
4,713 
2,912 
 
Research and Development Expense [Member]
 
 
 
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
 
 
 
Finite-Lived Intangible Assets, Amortization Expense
$ 136 
$ 231 
$ 409 
$ 231 
 
Intangible Assets (Details 3) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Indefinite-lived Intangible Assets [Roll Forward]
 
Indefinite-lived intangible assets, beginning
$ 20,288 
Indefinite-lived assets acquired
540 
Indefinite-lived intangible assets, ending
20,828 
Goodwill [Roll Forward]
 
Goodwill
338,653 
Goodwill, Acquired During Period
9,288 
Goodwill, Translation Adjustments
(138)
Goodwill
347,803 
Implantable Medical [Member]
 
Goodwill [Roll Forward]
 
Goodwill
297,232 
Goodwill, Acquired During Period
8,875 
Goodwill, Translation Adjustments
(138)
Goodwill
305,969 
Electrochem [Member]
 
Goodwill [Roll Forward]
 
Goodwill
41,421 
Goodwill, Acquired During Period
413 
Goodwill, Translation Adjustments
Goodwill
41,834 
Trademarks And Tradenames [Member]
 
Indefinite-lived Intangible Assets [Roll Forward]
 
Indefinite-lived intangible assets, beginning
20,288 
Indefinite-lived assets acquired
Indefinite-lived intangible assets, ending
20,288 
In Process Research And Development [Member]
 
Indefinite-lived Intangible Assets [Roll Forward]
 
Indefinite-lived intangible assets, beginning
Indefinite-lived assets acquired
540 
Indefinite-lived intangible assets, ending
$ 540 
Intangible Assets (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Assets Held For Sale Long Lived [Abstract]
 
LongLivedAssetsHeldForSaleDescription
Electrochem’s wireless sensing technology and patents to held-for-sale 
AssetsHeldForSaleLongLived
$ 0.7 
Debt (Details) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2012
Dec. 30, 2011
Debt Disclosure [Abstract]
 
 
Line of Credit Facility, Amount Outstanding
$ 41,000 
$ 55,000 
Convertible Subordinated Debt
197,782 
197,782 
Debt Instrument, Unamortized Discount
8,628 
16,832 
Long-term debt
$ 230,154 
$ 235,950 
Debt (Details 1) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Line of Credit Facility [Abstract]
 
Line of Credit Facility, Maximum Borrowing Capacity
$ 400 
Line Of Credit Facility Borrowing Capacity Increase
200 
Letter of Credit Subfacility Maximum Borrowing Capacity
15 
Swingline Subfacility Maximum Borrowing Capacity
15 
Line of Credit Facility, Expiration Date
Jun. 24, 2016 
Accelerated Line Of Credit Facility Expiration Date
Mar. 01, 2013 
Line of Credit Facility, Collateral
The Credit Facility is secured by the Company’s non-realty assets including cash, accounts receivable and inventories. 
Interest Margin Above Prime Minimum LOC
0.00% 
Interest Margin Above Prime Maximum LOC
1.00% 
Interest Margin Above LIBOR Minimum LOC
1.50% 
Interest Margin Above LIBOR Maximum LOC
3.00% 
Interest Margin Above Prime Minimum Swingline
0.00% 
Interest Margin Above Prime Maximum Swingline
1.00% 
Line Of Credit Facility Commitment Fee Percentage Minimum
0.175% 
Line Of Credit Facility Commitment Fee Percentage Maximum
0.25% 
Line Of Credit Aggregate Restricted Activities Limit
250 
Line Of Credit Maximum Permitted Acquisitions
250 
Line Of Credit Maximum Other Investment Purchases
60 
Line Of Credit Maximum Stock Repurchases
60 
Line Of Credit Maximum Convertible Debt Retirement
198 
Leverage Ratio Required To Reset Credit Facility Restrictions
2.75 to 1.0 
Credit Facility Restriction Available
100.00% 
Line Of Credit Aggregate Restricted Activities Limit Remaining
248 
Line Of Credit Maximum Oth Investment Purchases Remaining
58 
EBITDA Covenant Restriction
3.0 to 1.0 
Total Leverage Covenant Restriction
4.0 to 1.0 
Line of Credit Facility, Covenant Compliance
As of September 28, 2012, the Company was in compliance with all covenants. 
Line of Credit Facility, Interest Rate at Period End
2.17% 
Line of Credit Facility, Remaining Borrowing Capacity
$ 359 
Debt (Details 2) (USD $)
9 Months Ended
Sep. 28, 2012
Dec. 30, 2011
Debt Instruments [Abstract]
 
 
Debt Instrument, Issuance Date
Mar. 01, 2007 
 
Convertible Subordinated Debt
$ 197,782,000 
$ 197,782,000 
Debt Discount Percentage at Issuance
5.00% 
 
Debt Instrument, Interest Rate, Stated Percentage
2.25% 
 
Debt Instrument, Frequency of Periodic Payment
semi-annually 
 
Debt Instrument, Maturity Date
Jun. 15, 2013 
 
Debt Instrument, Convertible, Conversion Price
$ 34.70 
 
Debt Instrument, Convertible, Conversion Ratio
28.8219 
 
Debt Instrument, Face Amount
1,000 
 
Convertible Subordinated Notes Fair Value
197,000,000 
 
Debt Instrument, Interest Rate During Period
8.50% 
 
Debt Instrument, Convertible, Carrying Amount of Equity Component
7,300,000 
 
Closing Stock Price
$ 24.33 
 
Events When Debt Can Be Converted
CSN 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) CSN 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 occurrence of 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. 
 
Premium Make Whole Amount
6.3 
 
Debt Instrument, Call Date, Earliest
Jun. 20, 2012 
 
Derivative [Line Items]
 
 
DerivativeFixedInterestRate
0.573% 
 
Interest Rate Swap [Member]
 
 
Derivative [Line Items]
 
 
Start Date
Feb. 01, 2013 
 
DerivativeRemainingMaturity1
3 years 
 
NotionalAmountOfInterestRateCashFlowHedgeDerivatives
150,000,000 
 
Annual Notional Amortizing Amount
$ 50,000,000 
 
DescriptionOfInterestRateRiskExposure
This swap was entered into in order to hedge against potential changes in cash flows on the anticipated outstanding debt on the Credit Facility from the repayment of CSN, which is also expected to be in February 2013 and indexed to the one-month LIBOR rate. 
 
DescriptionOfInterestRateCashFlowHedgeAccountingMethod
This swap will be accounted for as a cash flow hedge. 
 
Debt (Details 3) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Interest Costs Incurred [Abstract]
 
 
 
 
Contractual interest
$ 1,113 
$ 1,113 
$ 3,338 
$ 3,338 
Discount amortization
$ 2,781 
$ 2,602 
$ 8,205 
$ 7,676 
Debt (Details 4) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Deferred Finance Costs [Roll Forward]
 
Deferred Finance Costs, Net, Beginning Balance
$ 3,149 
Financing Costs Deferred
Financing Costs Written Off
Amortization Of Financing Costs
(802)
Deferred Finance Costs, Net, Ending Balance
$ 2,347 
Defined Benefit Plans (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
 
 
 
 
Defined Benefit Plan, Benefit Obligation Beginning
 
 
$ 5,569 
 
Defined Benefit Plan, Net Periodic Benefit Cost
297 
309 
914 
726 
Defined Benefit Plan, Benefits Paid
 
 
(786)
 
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Benefit Obligation
 
 
(18)
 
Defined Benefit Plan, Benefit Obligation Ending
$ 5,679 
 
$ 5,679 
 
Defined Benefit Plans (Details 1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
 
 
 
 
Defined Benefit Plan, Service Cost
$ 272 
$ 290 
$ 835 
$ 714 
Defined Benefit Plan, Interest Cost
98 
124 
305 
313 
Defined Benefit Plan, Amortization of (Gains) Losses
30 
21 
92 
16 
Defined Benefit Plan, Expected Return on Plan Assets
(103)
(126)
(318)
(317)
Defined Benefit Plan, Net Periodic Benefit Cost
$ 297 
$ 309 
$ 914 
$ 726 
Defined Benefit Plans (Narrative) (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Defined Benefit Plan Settlements And Curtailments [Abstract]
 
DefinedBenefitPlanRecognizedNetGainLossDueToCurtailments
$ 0 
Cash And Cash Equivalents [Member]
 
Defined Benefit Plan Disclosure [Line Items]
 
DefinedBenefitPlanWeightedAverageAssetAllocations
100.00% 
Stock-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
$ 3,474 
$ 3,008 
$ 9,007 
$ 8,803 
Employee Stock Option Member
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
671 
629 
2,038 
1,792 
Restricted Stock And Unit Awards [Member]
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
1,523 
1,186 
4,559 
3,270 
Retirement Plan [Member]
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
1,280 
1,193 
2,410 
3,741 
Cost of Sales [Member]
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
1,119 
1,013 
2,486 
3,094 
Selling General And Administrative Expense [Member]
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
2,006 
1,675 
5,732 
4,787 
Research and Development Expense [Member]
 
 
 
 
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
 
 
 
 
Allocated Share-based Compensation Expense
$ 349 
$ 320 
$ 789 
$ 922 
Stock-Based Compensation (Details 1)
9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
 
 
Weighted Average Grant Date Fair Value
$ 8.20 
$ 9.42 
Risk Free Interest Rate
0.83% 
2.04% 
Expected Volatility Rate
40.00% 
40.00% 
Expected Term (in years)
5 years 
5 years 
Expected Dividend Rate
0.00% 
0.00% 
Stock-Based Compensation (Details 2) (USD $)
In Millions, except Share data, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Stock Options Time Based [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
Stock Options Outstanding, Beginning
1,558,771 
Option Grants in Period, Gross
383,292 
Option Exercises in Period
(44,993)
Option Forfeitures and Expirations in Period
(106,092)
Stock Options Outstanding, Ending
1,790,978 
Options Exercisable, Number
1,239,536 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
 
Options Outstanding, Weighted Average Exercise Price, Beginning
$ 23.42 
Option Grants in Period, Weighted Average Exercise Price
$ 22.20 
Option Exercises in Period, Weighted Average Exercise Price
$ 20.86 
Option Forfeitures and Expirations in Period, Weighted Average Exercise Price
$ 24.05 
Options Outstanding, Weighted Average Exercise Price, Ending
$ 23.19 
Options Exercisable, Weighted Average Exercise Price
$ 23.38 
Options Outstanding, Weighted Average Remaining Contractual Term
6 years 2 months 
Options Exercisable, Weighted Average Remaining Contractual Term
5 years 1 month 
Options Outstanding, Intrinsic Value
$ 3.6 
Options Exercisable, Intrinsic Value
2.7 
Stock Options Performance Based [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
 
Stock Options Outstanding, Beginning
478,364 
Option Grants in Period, Gross
Option Exercises in Period
(5,353)
Option Forfeitures and Expirations in Period
(177,733)
Stock Options Outstanding, Ending
295,278 
Options Exercisable, Number
295,278 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
 
Options Outstanding, Weighted Average Exercise Price, Beginning
$ 24.44 
Option Grants in Period, Weighted Average Exercise Price
$ 0 
Option Exercises in Period, Weighted Average Exercise Price
$ 22.11 
Option Forfeitures and Expirations in Period, Weighted Average Exercise Price
$ 26.49 
Options Outstanding, Weighted Average Exercise Price, Ending
$ 23.25 
Options Exercisable, Weighted Average Exercise Price
$ 23.25 
Options Outstanding, Weighted Average Remaining Contractual Term
4 years 7 months 
Options Exercisable, Weighted Average Remaining Contractual Term
4 years 7 months 
Options Outstanding, Intrinsic Value
0.4 
Options Exercisable, Intrinsic Value
$ 0.4 
Stock-Based Compensation (Details 3) (USD $)
9 Months Ended
Sep. 28, 2012
Restricted Stock And Restricted Stock Units Time Based [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
 
Nonvested Restricted Stock Units and Awards, Beginning
69,942 
Restricted Stock Units and Awards Granted
87,803 
Restricted Stock Units and Awards Vested
(24,228)
Restricted Stock Units and Awards Forfeited
(5,586)
Nonvested Restricted Stock Units and Awards, Ending
127,931 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
 
Restricted Stock Units and Awards, Weighted Average Grant Date Fair Value, Beginning
$ 22.69 
Restricted Stock Units and Awards Granted, Weighted Average Fair Value
$ 23.48 
Restricted Stock Units and Awards Vested, Weighted Average Fair Value
$ 21.91 
Restricted Stock Units and Awards Forfeited, Weighted Average Fair Value
$ 22.30 
Restricted Stock Units and Awards, Weighted Average Grant Date Fair Value, Ending
$ 23.40 
Restricted Stock And Restricted Stock Units Performance Based [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
 
Nonvested Restricted Stock Units and Awards, Beginning
529,743 
Restricted Stock Units and Awards Granted
332,918 
Restricted Stock Units and Awards Vested
(7,500)
Restricted Stock Units and Awards Forfeited
(64,715)
Nonvested Restricted Stock Units and Awards, Ending
790,446 
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract]
 
Restricted Stock Units and Awards, Weighted Average Grant Date Fair Value, Beginning
$ 16.68 
Restricted Stock Units and Awards Granted, Weighted Average Fair Value
$ 15.30 
Restricted Stock Units and Awards Vested, Weighted Average Fair Value
$ 24.62 
Restricted Stock Units and Awards Forfeited, Weighted Average Fair Value
$ 15.72 
Restricted Stock Units and Awards, Weighted Average Grant Date Fair Value, Ending
$ 16.11 
Other Operating Expense Net (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Other Operating Income Expense Detail [Line Items]
 
 
 
 
Other operating (income) expense, net
$ 15,313 
$ 187 
$ 23,981 
$ (166)
Orthopaedic Facility Optimization [Member]
 
 
 
 
Other Operating Income Expense Detail [Line Items]
 
 
 
 
Other operating (income) expense, net
12,452 
164 
14,774 
425 
Medical Device Facility Optimization [Member]
 
 
 
 
Other Operating Income Expense Detail [Line Items]
 
 
 
 
Other operating (income) expense, net
388 
1,282 
ERP System Upgrade [Member]
 
 
 
 
Other Operating Income Expense Detail [Line Items]
 
 
 
 
Other operating (income) expense, net
1,938 
4,745 
Integration Costs [Member]
 
 
 
 
Other Operating Income Expense Detail [Line Items]
 
 
 
 
Other operating (income) expense, net
232 
1,287 
Asset Dispositions Severance And Other [Member]
 
 
 
 
Other Operating Income Expense Detail [Line Items]
 
 
 
 
Other operating (income) expense, net
$ 303 
$ 23 
$ 1,893 
$ (591)
Other Operating Expense Net (Narrative) (Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Orthopaedic Facility Optimization [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Activities, Description
In 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. This initiative was completed in 2011.          In 2011, the Company began construction on an orthopaedic manufacturing facility in Fort Wayne, IN, which was completed in the second quarter of 2012. In the third quarter of 2012, the Company completed the transfer of the manufacturing operations being performed at its Columbia City, IN orthopaedic facility into this new facility. In the third quarter of 2012, the Company finalized plans to transfer most major functions currently performed at its facilities in Orvin and Corgemont, Switzerland into existing facilities in Fort Wayne, IN and Tijuana, Mexico by mid-2013. 
Restructuring Initiation Date
2010 
Restructuring And Related Activities Capital Expenditures Incurred To Date
$ 21.0 
Restructuring and Related Cost, Cost Incurred to Date
15.4 
Orthopaedic Facility Optimization [Member] |
Minimum [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring And Related Activities Expected Capital Expenditures
25.0 
Restructuring and Related Cost, Expected Cost
30.0 
Orthopaedic Facility Optimization [Member] |
Minimum [Member] |
Severance And Retention [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
11.0 
Orthopaedic Facility Optimization [Member] |
Minimum [Member] |
Accelerated Depreciation And Asset Write Offs [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
10.0 
Orthopaedic Facility Optimization [Member] |
Minimum [Member] |
Other Restructuring [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
9.0 
Orthopaedic Facility Optimization [Member] |
Maximum [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring And Related Activities Expected Capital Expenditures
35.0 
Restructuring and Related Cost, Expected Cost
36.0 
Orthopaedic Facility Optimization [Member] |
Maximum [Member] |
Severance And Retention [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
13.0 
Orthopaedic Facility Optimization [Member] |
Maximum [Member] |
Accelerated Depreciation And Asset Write Offs [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
12.0 
Orthopaedic Facility Optimization [Member] |
Maximum [Member] |
Other Restructuring [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
11.0 
Medical Device Facility Optimization [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Activities, Description
Near the end of 2011, the Company initiated plans to upgrade and expand its manufacturing infrastructure in order to support its medical device strategy. This will include the transfer of certain product lines to create additional capacity for the manufacture of medical devices, expansion of two existing facilities, as well as the purchase of equipment to enable the production of medical devices. These initiatives are expected to be completed over the next two to three years. 
Restructuring Initiation Date
2011 
Restructuring And Related Activities Capital Expenditures Incurred To Date
8.5 
Restructuring and Related Cost, Cost Incurred to Date
1.3 
Medical Device Facility Optimization [Member] |
Other Restructuring [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
1.0 
Medical Device Facility Optimization [Member] |
Minimum [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring And Related Activities Expected Capital Expenditures
15.0 
Restructuring and Related Cost, Expected Cost
2.5 
Medical Device Facility Optimization [Member] |
Minimum [Member] |
Production Inefficiencies, Moving And Revalidation [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
0.5 
Medical Device Facility Optimization [Member] |
Minimum [Member] |
Personnel [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
1.0 
Medical Device Facility Optimization [Member] |
Maximum [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring And Related Activities Expected Capital Expenditures
20.0 
Restructuring and Related Cost, Expected Cost
3.5 
Medical Device Facility Optimization [Member] |
Maximum [Member] |
Production Inefficiencies, Moving And Revalidation [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
1.0 
Medical Device Facility Optimization [Member] |
Maximum [Member] |
Personnel [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
1.5 
ERP System Upgrade [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Activities, Description
In 2011, the Company initiated plans to upgrade its existing global ERP system. This initiative is expected to be completed over the next two years. 
Restructuring Initiation Date
2011 
Restructuring And Related Activities Capital Expenditures Incurred To Date
2.8 
Restructuring and Related Cost, Cost Incurred to Date
4.7 
ERP System Upgrade [Member] |
Minimum [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring And Related Activities Expected Capital Expenditures
4.0 
Restructuring and Related Cost, Expected Cost
5.0 
ERP System Upgrade [Member] |
Minimum [Member] |
Training And Consulting Costs [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
3.0 
ERP System Upgrade [Member] |
Minimum [Member] |
Accelerated Depreciation And Asset Write Offs [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
2.0 
ERP System Upgrade [Member] |
Maximum [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring And Related Activities Expected Capital Expenditures
5.0 
Restructuring and Related Cost, Expected Cost
7.0 
ERP System Upgrade [Member] |
Maximum [Member] |
Training And Consulting Costs [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
4.5 
ERP System Upgrade [Member] |
Maximum [Member] |
Accelerated Depreciation And Asset Write Offs [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring and Related Cost, Expected Cost
2.5 
Corporate Headquarters Relocation [Member]
 
Restructuring Cost and Reserve [Line Items]
 
Restructuring Initiation Date
second quarter of 2012 
Restructuring and Related Cost, Cost Incurred to Date
$ 1.2 
Other Operating Expense Net Changes in Accrued Liabilities (Details) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Orthopaedic Facility Optimization [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
$ 0 
Restructuring charges
14,774 
Write-offs
(5,246)
Cash payments
(5,086)
Restructuring Reserve, Ending Balance
4,442 
Medical Device Facility Optimization [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
1,282 
Write-offs
Cash payments
(1,282)
Restructuring Reserve, Ending Balance
ERP System Upgrade [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
4,745 
Write-offs
(2,166)
Cash payments
(1,853)
Restructuring Reserve, Ending Balance
726 
Severance And Retention [Member] |
Orthopaedic Facility Optimization [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
4,525 
Write-offs
Cash payments
(83)
Restructuring Reserve, Ending Balance
4,442 
Production Inefficiencies, Moving And Revalidation [Member] |
Medical Device Facility Optimization [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
549 
Write-offs
Cash payments
(549)
Restructuring Reserve, Ending Balance
Training And Consulting Costs [Member] |
ERP System Upgrade [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
2,579 
Write-offs
Cash payments
(1,853)
Restructuring Reserve, Ending Balance
726 
Accelerated Depreciation And Asset Write Offs [Member] |
Orthopaedic Facility Optimization [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
5,246 
Write-offs
(5,246)
Cash payments
Restructuring Reserve, Ending Balance
Accelerated Depreciation And Asset Write Offs [Member] |
ERP System Upgrade [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
2,166 
Write-offs
(2,166)
Cash payments
Restructuring Reserve, Ending Balance
Personnel [Member] |
Medical Device Facility Optimization [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
531 
Write-offs
Cash payments
(531)
Restructuring Reserve, Ending Balance
Other Restructuring [Member] |
Orthopaedic Facility Optimization [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
5,003 
Write-offs
Cash payments
(5,003)
Restructuring Reserve, Ending Balance
Other Restructuring [Member] |
Medical Device Facility Optimization [Member]
 
Restructuring Reserve [Roll Forward]
 
Restructuring Reserve, Beginning Balance
Restructuring charges
202 
Write-offs
Cash payments
(202)
Restructuring Reserve, Ending Balance
$ 0 
Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Income Tax Disclosure [Abstract]
 
 
EffectiveIncomeTaxRateContinuingOperations
93.00% 
31.00% 
Swiss Consolidation Tax Charges
$ 5.0 
 
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities
0.8 
 
Unrecognized Tax Benefits that Would Impact Effective Tax Rate
$ 0.7 
 
Commitments and Contingencies (Narratives) (Details) (USD $)
In Millions, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Commitments and Contingencies Disclosure [Abstract]
 
Standard Product Warranty Description
The Company generally warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. 
Significant Purchase Commitment Description
Contractual obligations are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum obligations; fixed or minimum price provisions; and the approximate timing of the transaction. The Company’s contractual obligations are normally fulfilled within short time horizons. The Company also enters into blanket orders with vendors that have preferred pricing and terms, however these orders are normally cancelable by us without penalty. 
Significant Purchase Commitment Remaining Minimum Amount Committed
$ 29.7 
Description of Types of Foreign Currency Cash Flow Hedging Instruments Used
The Company enters into forward contracts to purchase Mexican pesos in order to hedge the risk of peso-denominated payments associated with the operations at its Tijuana, Mexico facility. 
Maximum Aggregate Loss Under Medical Plan Stop Loss Insurance
13.5 
Maximum Benefit Under Medical Plan Stop Loss Insurance
1.0 
Accrued Self Insured Medical Plan Liability
$ 2.0 
Commitments and Contingencies (Details 1) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Movement in Standard Product Warranty Accrual [Roll Forward]
 
Standard Product Warranty Accrual, Beginning Balance
$ 2,013 
Standard Product Warranty Accrual, Warranties Issued
483 
Standard Product Warranty Accrual, Payments
(993)
Standard Product Warranty Accrual, Currency Translation, Increase (Decrease)
Standard Product Warranty Accrual, Ending Balance
$ 1,506 
Commitments and Contingencies (Details 2) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2012
Operating Leases, Future Minimum Payments Due [Abstract]
 
Operating Leases, Future Minimum Payments Due, Current
$ 1,072 
Operating Leases, Future Minimum Payments, Due in Two Years
4,156 
Operating Leases, Future Minimum Payments, Due in Three Years
4,155 
Operating Leases, Future Minimum Payments, Due in Four Years
3,566 
Operating Leases, Future Minimum Payments, Due in Five Years
3,092 
Operating Leases, Future Minimum Payments, Due Thereafter
3,133 
Total estimated operating lease expense
$ 19,174 
Commitments and Contingencies (Details 3) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Foreign Currency Cash Flow Hedges [Abstract]
 
 
 
 
Increase (reduction) in Cost of Sales
$ 11 
$ (213)
$ (8)
$ (529)
Ineffective portion of change in fair value
Fx Contract 1 [Member]
 
 
 
 
Derivative [Line Items]
 
 
 
 
Derivative, Type of Instrument
 
 
FX Contract 
 
Derivative, Hedge Designation
 
 
Cash flow 
 
Notional Amount of Foreign Currency Cash Flow Hedge Derivatives
1,500 
 
1,500 
 
Start Date
 
 
Jan. 01, 2012 
 
End Date
 
 
Dec. 31, 2012 
 
$/Peso
0.0767 
 
0.0767 
 
Fair Value
11 
 
11 
 
Balance Sheet Location
 
 
Current Assets 
 
Fx Contract 2 [Member]
 
 
 
 
Derivative [Line Items]
 
 
 
 
Derivative, Type of Instrument
 
 
FX Contract 
 
Derivative, Hedge Designation
 
 
Cash flow 
 
Notional Amount of Foreign Currency Cash Flow Hedge Derivatives
1,050 
 
1,050 
 
Start Date
 
 
Jan. 01, 2012 
 
End Date
 
 
Dec. 31, 2012 
 
$/Peso
0.0713 
 
0.0713 
 
Fair Value
89 
 
89 
 
Balance Sheet Location
 
 
Current Assets 
 
Fx Contract 3 [Member]
 
 
 
 
Derivative [Line Items]
 
 
 
 
Derivative, Type of Instrument
 
 
FX Contract 
 
Derivative, Hedge Designation
 
 
Cash flow 
 
Notional Amount of Foreign Currency Cash Flow Hedge Derivatives
6,000 
 
6,000 
 
Start Date
 
 
Jan. 01, 2013 
 
End Date
 
 
Dec. 31, 2013 
 
$/Peso
0.0727 
 
0.0727 
 
Fair Value
235 
 
235 
 
Balance Sheet Location
 
 
Current Assets/ Other Assets 
 
Fx Contract 4 [Member]
 
 
 
 
Derivative [Line Items]
 
 
 
 
Derivative, Type of Instrument
 
 
FX Contract 
 
Derivative, Hedge Designation
 
 
Cash flow 
 
Notional Amount of Foreign Currency Cash Flow Hedge Derivatives
6,000 
 
6,000 
 
Start Date
 
 
Jan. 01, 2013 
 
End Date
 
 
Dec. 31, 2013 
 
$/Peso
0.0693 
 
0.0693 
 
Fair Value
$ 548 
 
$ 548 
 
Balance Sheet Location
 
 
Current Assets/ Other Assets 
 
Earnings Per Share (Details) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Anitdilutive Securities Excluded From Earnings Per Share [Abstract]
 
 
 
 
Time-vested stock options, restricted stock and restricted stock units
2,223,000 
976,000 
1,237,000 
925,000 
Performance-vested stock options and restricted stock units
781,000 
672,000 
692,000 
678,000 
Convertible Note Shares Included In Diluted Share Calculation
EARNINGS PER SHARE (EPS) [Abstract]
 
 
 
 
Basic EPS
$ (0.32)
$ 0.30 
$ 0.03 
$ 1.18 
Diluted EPS
$ (0.32)
$ 0.30 
$ 0.03 
$ 1.16 
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]
 
 
 
 
Net income (loss)
$ (7,561)
$ 6,989 
$ 757 
$ 27,483 
Net Income (Loss) Available to Common Stockholders, Diluted
$ (7,561)
$ 6,989 
$ 757 
$ 27,483 
Weighted Average Number of Shares Outstanding Reconciliation [Abstract]
 
 
 
 
Basic
23,646,000 
23,297,000 
23,559,000 
23,241,000 
Effect of dilutive securities convertible subordinated notes
Effect of dilutive securities stock optons, restricted stock and restricted stock units
314,000 
365,000 
422,000 
Denominator for diluted EPS
23,646,000 
23,611,000 
23,924,000 
23,663,000 
Comprehensive Income (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, before Tax [Abstract]
 
 
 
 
Cash Flow Hedges, Beginning
 
 
$ (538)
 
Unrealized gain (loss) on cash flow hedges
 
 
1,429 
 
Realized gain (loss) on cash flow hedges
 
 
(8)
 
Cash Flow Hedges, End
883 
 
883 
 
Other Comprehensive Income (Loss), Tax [Abstract]
 
 
 
 
Tax, Beginning
 
 
601 
 
Unrealized gain (loss) on cash flow hedges
 
 
(500)
 
Realized gain (loss) on cash flow hedges
 
 
 
Net foreign currency translation gain (loss)
 
 
 
Tax, End
104 
 
104 
 
Other Comprehensive Income Defined Benefit Plans Adjustment Before Tax Period Increase Decrease Abstract
 
 
 
 
Defined Benefit Plan Liability, Beginning
 
 
(2,660)
 
Defined Benefit Plan Liability, Ending
(2,660)
 
(2,660)
 
Other Comprehensive Income Foreign Currency Transaction And Translation Adjustment Before Tax Period Increase Decrease Abstract
 
 
 
 
Foreign Currency Translation Adjustment, Beginning
 
 
11,526 
 
Net foreign currency translation gain (loss)
 
 
(522)
 
Foreign Currency Translation Adjustment, End
11,004 
 
11,004 
 
Other Comprehensive Income Loss Before Tax Period Increase Decrease Abstract
 
 
 
 
Total Pre-Tax Amount, Beginning
 
 
8,328 
 
Unrealized gain (loss) on cash flow hedges
 
 
1,429 
 
Realized gain (loss) on cash flow hedges
 
 
(8)
 
Net foreign currency translation gain (loss)
 
 
(522)
 
Total Pre-Tax Amount, End
9,227 
 
9,227 
 
Other Comprehensive Income Loss Net Of Tax Period Increase Decrease Abstract
 
 
 
 
Net-of-Tax Amount, Beginning
 
 
8,929 
 
Unrealized gain (loss) on cash flow hedges, net of tax
 
 
929 
 
Realized gain (loss) on cash flow hedges, net of tax
 
 
(5)
 
Foreign currency translation gain (loss)
1,005 
(8,416)
(522)
2,887 
Net-of-Tax Amount, End
$ 9,331 
 
$ 9,331 
 
Fair Value Measurement (Details) (USD $)
In Millions, unless otherwise specified
0 Months Ended 9 Months Ended
Feb. 16, 2012
Sep. 28, 2012
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Abstract]
 
 
Description of Reclassification of Foreign Currency Cash Flow Hedge Gain (Loss)
 
The fair value of the Company’s foreign currency contracts will be realized as Cost of Sales as the inventory, which the contracts are hedging the cash flows to produce, is sold 
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months
 
$ 0.7 
Contingent Consideration Discount Rate Minimum
12.00% 
 
Contingent Consideration Discount Rate Maximum
20.00% 
 
Fair Value Measurement (Details 1) (USD $)
In Thousands, unless otherwise specified
9 Months Ended
Sep. 28, 2012
Contingent Consideration Liability [Roll Forward]
 
Accrued Contingent Consideration, Beginning Balance
$ 0 
Contingent Consideration Recognized In Period
1,500 
Change in Amount of Contingent Consideration Liability
110 
Contingent Payment Related To Business Combination
Accrued Contingent Consideration, Ending Balance
$ 1,610 
Fair Value Measurement (Details 2) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2012
Financial Milestones [Member]
 
Fair Value Assumptions [Line Items]
 
Contingent Consideration Fair Value
$ 855 
Risk Adjusted Discount Rate For Contingent Consideration
12.00% 
Contingent Consideration Liability Projected Year Of Payment
2014 
Development Milestones [Member]
 
Fair Value Assumptions [Line Items]
 
Contingent Consideration Fair Value
$ 755 
Risk Adjusted Discount Rate For Contingent Consideration
20.00% 
Contingent Consideration Liability Projected Year Of Payment
2014 
Fair Value Measurement (Details 3) (USD $)
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Dec. 30, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
Foreign Currency Contract, Asset, Fair Value Disclosure
$ 883,000 
 
$ 883,000 
 
 
Foreign Currency Contract Liability Fair Value Disclosure
 
 
 
Accrued Contingent Consideration
1,610,000 
 
1,610,000 
 
Assets, Fair Value Disclosure [Abstract]
 
 
 
 
 
Long Lived Assets Impairment Loss
300,000 
300,000 
 
Cost-method Investments, Other than Temporary Impairment
300,000 
 
Cost-method Investments, Realized Gains
(400,000)
(400,000)
(4,500,000)
 
Cost And Equity Method Investments Aggregate Carrying Amount
9,300,000 
 
9,300,000 
 
5,700,000 
Fair Value, Inputs, Level 1 [Member]
 
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
Foreign Currency Contract, Asset, Fair Value Disclosure
 
 
 
Foreign Currency Contract Liability Fair Value Disclosure
 
 
 
Accrued Contingent Consideration
 
 
 
Fair Value, Inputs, Level 2 [Member]
 
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
Foreign Currency Contract, Asset, Fair Value Disclosure
883,000 
 
883,000 
 
 
Foreign Currency Contract Liability Fair Value Disclosure
 
 
 
Accrued Contingent Consideration
 
 
 
Fair Value, Inputs, Level 3 [Member]
 
 
 
 
 
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
 
 
 
 
 
Foreign Currency Contract, Asset, Fair Value Disclosure
 
 
 
Foreign Currency Contract Liability Fair Value Disclosure
 
 
 
Accrued Contingent Consideration
$ 1,610,000 
 
$ 1,610,000 
 
 
Business Segment, Geographic And Concentration Risk Information (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
$ 161,340 
$ 131,718 
$ 486,991 
$ 427,076 
Revenue, Major Customer [Line Items]
 
 
 
 
Revenue Major Customer Percent
52.00% 
58.00% 
50.00% 
59.00% 
Customera [Member]
 
 
 
 
Revenue, Major Customer [Line Items]
 
 
 
 
Revenue Major Customer Percent
19.00% 
18.00% 
19.00% 
20.00% 
Customer B [Member]
 
 
 
 
Revenue, Major Customer [Line Items]
 
 
 
 
Revenue Major Customer Percent
18.00% 
20.00% 
15.00% 
18.00% 
Customer C [Member]
 
 
 
 
Revenue, Major Customer [Line Items]
 
 
 
 
Revenue Major Customer Percent
10.00% 
11.00% 
10.00% 
13.00% 
Customer D [Member]
 
 
 
 
Revenue, Major Customer [Line Items]
 
 
 
 
Revenue Major Customer Percent
5.00% 
9.00% 
6.00% 
8.00% 
United States [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
82,522 
61,502 
249,306 
187,795 
Puerto Rico [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
31,320 
21,522 
81,541 
72,354 
Belgium [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
11,346 
11,958 
41,737 
48,555 
United Kingdom Ireland [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
9,837 
14,466 
34,525 
42,585 
Rest Of World [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
26,315 
22,270 
79,882 
75,787 
Implantable Medical [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
121,093 
113,258 
364,276 
367,773 
Implantable Medical [Member] |
Crm Neuromodulation [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
80,246 
70,731 
235,406 
226,492 
Implantable Medical [Member] |
Vascular Access [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
13,674 
11,396 
37,791 
32,639 
Implantable Medical [Member] |
Orthopaedic [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
27,173 
31,131 
91,079 
108,642 
Electrochem [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
40,247 
18,460 
122,715 
59,303 
Electrochem [Member] |
Portable Medical [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
20,219 
1,954 
59,346 
6,105 
Electrochem [Member] |
Energy Environmental [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
16,192 
13,955 
51,441 
45,813 
Electrochem [Member] |
Other Electrochem [Member]
 
 
 
 
Segment Reporting, Revenue Reconciling Item [Line Items]
 
 
 
 
Sales Revenue, Net
$ 3,836 
$ 2,551 
$ 11,928 
$ 7,385 
Business Segment, Geographic And Concentration Risk Information (Details 1) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 9 Months Ended
Sep. 28, 2012
Sep. 30, 2011
Sep. 28, 2012
Sep. 30, 2011
Segment Reporting Information [Line Items]
 
 
 
 
Total segment income from operations
$ 8,094 
$ 15,661 
$ 40,272 
$ 61,567 
Unallocated Operating Expenses
(5,967)
(2,773)
(15,856)
(12,410)
Operating income as reported
2,127 
12,888 
24,416 
49,157 
Unallocated Other Expense
(4,299)
(3,649)
(13,599)
(9,327)
Income before provision for income taxes
(2,172)
9,239 
10,817 
39,830 
Implantable Medical [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Total segment income from operations
2,744 
12,030 
24,252 
48,677 
Electrochem [Member]
 
 
 
 
Segment Reporting Information [Line Items]
 
 
 
 
Total segment income from operations
$ 5,350 
$ 3,631 
$ 16,020 
$ 12,890 
Business Segment, Geographic And Concentration Risk Information (Details 2) (USD $)
In Thousands, unless otherwise specified
Sep. 28, 2012
Dec. 30, 2011
Segment Reporting, Asset Reconciling Item [Line Items]
 
 
Property, plant and equipment, net
$ 156,662 
$ 145,806 
United States [Member]
 
 
Segment Reporting, Asset Reconciling Item [Line Items]
 
 
Property, plant and equipment, net
124,451 
113,693 
Rest Of World [Member]
 
 
Segment Reporting, Asset Reconciling Item [Line Items]
 
 
Property, plant and equipment, net
$ 32,211 
$ 32,113