Form 10-Q
Table of Contents

 
 
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 2011
Commission File Number 1-16137
GREATBATCH, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State of incorporation)
16-1531026
(I.R.S. employer identification no.)
10000 Wehrle Drive
Clarence, New York
14031
(Address of principal executive offices)
(716) 759-5600
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large accelerated filer o   Accelerated filer þ   Non-accelerated filer o   Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes o No þ
The number of shares outstanding of the Company’s common stock, $0.001 par value per share, as of May 10, 2011 was: 23,304,012 shares.
 
 

 


 

Greatbatch, Inc.
Table of Contents for Form 10-Q
As of and for the Quarterly Period Ended April 1, 2011
         
    Page No.  
 
       
PART I — FINANCIAL INFORMATION
 
       
       
 
       
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PART II — OTHER INFORMATION
 
       
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 Exhibit 31.1
 Exhibit 31.2
 Exhibit 32

 

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PART I — FINANCIAL INFORMATION
ITEM 1.   FINANCIAL STATEMENTS
GREATBATCH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS — Unaudited
(in thousands except share and per share data)
                 
    As of  
    April 1,     December 31,  
    2011     2010  
ASSETS
               
Current assets:
               
Cash and cash equivalents
  $ 51,678     $ 22,883  
Accounts receivable, net of allowance for doubtful accounts of $2.0 million in 2011 and $1.8 million in 2010
    81,964       70,947  
Inventories
    102,738       101,440  
Refundable income taxes
          2,763  
Deferred income taxes
    7,265       7,398  
Prepaid expenses and other current assets
    6,400       6,078  
 
           
Total current assets
    250,045       211,509  
Property, plant and equipment, net
    146,949       146,380  
Amortizing intangible assets, net
    73,148       75,114  
Trademarks and tradenames
    20,288       20,288  
Goodwill
    308,123       307,451  
Deferred income taxes
    2,249       2,427  
Other assets
    7,740       13,807  
 
           
Total assets
  $ 808,542     $ 776,976  
 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
Accounts payable
  $ 37,318     $ 27,989  
Income taxes payable
    2,081        
Deferred income taxes
    607       514  
Accrued expenses and other current liabilities
    32,587       32,084  
 
           
Total current liabilities
    72,593       60,587  
Long-term debt
    223,145       220,629  
Deferred income taxes
    64,957       64,290  
Other long-term liabilities
    4,756       4,641  
 
           
Total liabilities
    365,451       350,147  
Stockholders’ equity:
               
Preferred stock, $0.001 par value, authorized 100,000,000 shares; no shares issued or outstanding in 2011 or 2010
           
Common stock, $0.001 par value, authorized 100,000,000 shares; 23,347,309 shares issued and 23,302,625 shares outstanding in 2011 23,319,492 shares issued and 23,256,897 shares outstanding in 2010
    23       23  
Additional paid-in capital
    299,817       298,405  
Treasury stock, at cost, 44,684 shares in 2011 and 62,595 shares in 2010
    (1,048 )     (1,469 )
Retained earnings
    131,344       119,400  
Accumulated other comprehensive income
    12,955       10,470  
 
           
Total stockholders’ equity
    443,091       426,829  
 
           
Total liabilities and stockholders’ equity
  $ 808,542     $ 776,976  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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GREATBATCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME — Unaudited

(in thousands except per share data)
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
 
Sales
  $ 148,834     $ 132,029  
Cost of sales
    101,664       90,365  
 
           
Gross profit
    47,170       41,664  
Operating expenses:
               
Selling, general and administrative expenses
    18,649       15,652  
Research, development and engineering costs, net
    10,388       11,024  
Other operating expenses, net
    167       992  
 
           
Total operating expenses
    29,204       27,668  
Operating income
    17,966       13,996  
Interest expense
    4,274       5,148  
Interest income
    (8 )     (2 )
Gain on sale of cost method investment
    (4,549 )      
Other expense, net
    422       316  
 
           
Income before provision for income taxes
    17,827       8,534  
Provision for income taxes
    5,883       2,987  
 
           
Net income
  $ 11,944     $ 5,547  
 
           
 
               
Earnings per share:
               
Basic
  $ 0.51     $ 0.24  
Diluted
  $ 0.51     $ 0.24  
 
               
Weighted average shares outstanding:
               
Basic
    23,200       23,044  
Diluted
    23,587       23,907  
 
               
Comprehensive income:
               
Net income
  $ 11,944     $ 5,547  
Foreign currency translation gain (loss)
    2,215       (3,194 )
Net change in cash flow hedges, net of tax
    270       473  
 
           
Comprehensive income
  $ 14,429     $ 2,826  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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GREATBATCH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS — Unaudited
(in thousands)
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Cash flows from operating activities:
               
Net income
  $ 11,944     $ 5,547  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    11,599       11,767  
Stock-based compensation
    2,747       1,092  
Gain on sale of cost method investment
    (4,549 )      
Other non-cash losses
    172       622  
Deferred income taxes
    1,037       1,934  
Changes in operating assets and liabilities:
               
Accounts receivable
    (10,131 )     (506 )
Inventories
    (712 )     75  
Prepaid expenses and other current assets
    (80 )     1,856  
Accounts payable
    8,189       1,912  
Accrued expenses and other current liabilities
    7       (3,981 )
Income taxes payable
    4,783       898  
 
           
Net cash provided by operating activities
    25,006       21,216  
 
           
 
               
Cash flows from investing activities:
               
Acquisition of property, plant and equipment
    (6,047 )     (3,066 )
Proceeds from sale of property, plant and equipment
          1,092  
Proceeds from sale of cost method investments, net
    10,365        
Other investing activities
    (98 )     7  
 
           
Net cash provided by (used in) investing activities
    4,220       (1,967 )
 
           
 
               
Cash flows from financing activities:
               
Issuance of common stock
    409        
Other financing activities
    (1,090 )     (618 )
 
           
Net cash used in financing activities
    (681 )     (618 )
 
           
 
               
Effect of foreign currency exchange rates on cash and cash equivalents
    250       (178 )
 
           
Net increase in cash and cash equivalents
    28,795       18,453  
Cash and cash equivalents, beginning of period
    22,883       37,864  
 
           
Cash and cash equivalents, end of period
  $ 51,678     $ 56,317  
 
           
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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GREATBATCH, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY — Unaudited
(in thousands)
                                                                 
                                                    Accumulated        
                    Additional     Treasury             Other     Total  
    Common Stock     Paid-In     Stock     Retained     Comprehensive     Stockholders’  
    Shares     Amount     Capital     Shares     Amount     Earnings     Income     Equity  
 
                                                               
At December 31, 2010
    23,319     $ 23     $ 298,405       (63 )   $ (1,469 )   $ 119,400     $ 10,470     $ 426,829  
Stock-based compensation
                1,525                               1,525  
Net shares issued under stock incentive plans
    28             (87 )     18       421                   334  
Income tax liability from stock options, restricted stock and restricted stock units
                (26 )                             (26 )
Net income
                                  11,944             11,944  
Total other comprehensive income
                                        2,485       2,485  
 
                                               
At April 1, 2011
    23,347     $ 23     $ 299,817       (45 )   $ (1,048 )   $ 131,344     $ 12,955     $ 443,091  
 
                                               
The accompanying notes are an integral part of these condensed consolidated financial statements.

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
1.   BASIS OF PRESENTATION
    The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information (Accounting Standards Codification (“ASC”) 270, Interim Reporting) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. 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 accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates. The December 31, 2010 condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. For further information, refer to the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010. The Company utilizes a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31st. For 52-week years, each quarter contains 13 weeks. The first quarter of 2011 and 2010 each contained 13 weeks and ended on April 1, and April 2, respectively.
2.   SUPPLEMENTAL CASH FLOW INFORMATION
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Noncash investing and financing activities (in thousands):
               
Unrealized gain on cash flow hedges, net
  $ 270     $ 473  
Net change in property, plant and equipment purchases included in accounts payable
    (191 )     290  
 
               
Cash paid during the period for:
               
Interest
  $ 424     $ 587  
Income taxes
    118       197  
 
               
Acquisition of noncash assets
  $ 125     $  

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
3.   INVENTORIES
    Inventories are comprised of the following (in thousands):
                 
    As of  
    April 1,     December 31,  
    2011     2010  
Raw materials
  $ 47,121     $ 45,974  
Work-in-process
    33,941       34,659  
Finished goods
    21,676       20,807  
 
           
Total
  $ 102,738     $ 101,440  
 
           
4.   INTANGIBLE ASSETS
 
    Amortizing intangible assets are comprised of the following (in thousands):
                                 
    Gross             Foreign     Net  
    Carrying     Accumulated     Currency     Carrying  
    Amount     Amortization     Translation     Amount  
At April 1, 2011
                               
Purchased technology and patents
  $ 83,273     $ (49,688 )   $ 1,540     $ 35,125  
Customer lists
    46,818       (11,426 )     2,028       37,420  
Other
    3,519       (2,967 )     51       603  
 
                       
Total amortizing intangible assets
  $ 133,610     $ (64,081 )   $ 3,619     $ 73,148  
 
                       
 
                               
At December 31, 2010
                               
Purchased technology and patents
  $ 83,023     $ (48,187 )   $ 1,212     $ 36,048  
Customer lists
    46,818       (10,577 )     2,119       38,360  
Other
    3,519       (2,862 )     49       706  
 
                       
Total amortizing intangible assets
  $ 133,360     $ (61,626 )   $ 3,380     $ 75,114  
 
                       
    Aggregate amortization expense for the first quarter of 2011 and 2010 was $2.5 million and $2.4 million, respectively. As of April 1, 2011, annual amortization expense is estimated to be $7.4 million for the remainder of 2011, $9.7 million for 2012, $8.9 million for 2013, $8.2 million for 2014 and $7.2 million for 2015.
    The change in goodwill is as follows (in thousands):
                         
    Greatbatch              
    Medical     Electrochem     Total  
At December 31, 2010
  $ 297,508     $ 9,943     $ 307,451  
Foreign currency translation
    672             672  
 
                 
At April 1, 2011
  $ 298,180     $ 9,943     $ 308,123  
 
                 

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
5.   DEBT
 
    Long-term debt is comprised of the following (in thousands):
                 
    April 1,     December 31,  
    2011     2010  
Revolving line of credit
  $ 50,000     $ 50,000  
2.25% convertible subordinated notes, due 2013
    197,782       197,782  
Unamortized discount
    (24,637 )     (27,153 )
 
           
Total long-term debt
  $ 223,145     $ 220,629  
 
           
    Revolving Line of Credit — The Company has a senior credit facility (the “Credit Facility”) consisting of a $235 million revolving credit facility, which can be increased to $335 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 is secured by the Company’s non-realty assets including cash, accounts receivable and inventories, and has an expiration date of May 22, 2012 with a one-time option to extend to April 1, 2013, at the Company’s option if no default has occurred. Interest rates under the Credit Facility are, at the Company’s option, based upon the current Base Rate, as defined in the credit agreement for the Credit Facility, or LIBOR rate plus a margin that varies with the Company’s leverage ratio, as defined in the credit agreement for the Credit Facility. If interest is paid based upon the Base Rate, the applicable margin is between minus 1.25% and 0.00%. If interest is paid based upon the LIBOR rate, the applicable margin is between 1.00% and 2.00%. The Company is required to pay a fee on any outstanding letter of credit balance equal to a margin between 1.125% and 2.125%, depending on the Company’s leverage ratio. The Company is also required to pay a commitment fee between 0.125% and 0.250% per annum on the unused portion of the Credit Facility based on the Company’s leverage ratio.
    The Credit Facility contains limitations on the incurrence of indebtedness, liens and licensing of intellectual property, investments and certain payments. Additionally, the Credit Facility restricts payments, among other things, including limiting the repurchase of Greatbatch stock to $60 million and the ability of the Company to make cash payments upon conversion of its convertible subordinated notes. These limitations can be waived upon the Company’s request and approval of a simple majority of the lenders.
    The Credit Facility requires the Company to maintain a ratio of adjusted EBITDA, as defined in the credit agreement, to interest expense of at least 3.00 to 1.00, and a total leverage ratio, as defined in the credit agreement, of not greater than 4.50 to 1.00. The calculation of adjusted EBITDA and leverage ratio excludes non-cash charges. As of April 1, 2011, 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.

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    The weighted average interest rate on borrowings under the Credit Facility as of April 1, 2011, which does not include the impact of the interest rate swaps described below, was 1.46%. As of April 1, 2011, the Company had $185 million of borrowing capacity available under the Credit Facility and is paying a commitment fee of 0.125% on that amount. This amount may vary from period to period based upon the debt levels of the Company as well as the level of EBITDA, which impacts the covenant calculations described above.
    Interest Rate Swaps —In 2008, the Company entered into three receive floating-pay fixed interest rate swaps indexed to the six-month LIBOR rate. As of April 1, 2011, only one of these swaps remains outstanding. The objective of these swaps was to hedge against potential changes in cash flows on the Company’s outstanding Credit Facility, which is indexed to the six-month LIBOR rate. No credit risk was hedged. The receive variable leg of the swaps and the variable rate paid on the Credit Facility bear the same rate of interest, excluding the credit spread, and reset and pay interest on the same dates. The Company intends to continue electing the six-month LIBOR as the benchmark interest rate on the debt being hedged. If the Company repays the debt, it intends to replace the hedged item with similarly indexed forecasted cash flows.
 
    Information regarding the Company’s outstanding interest rate swap is as follows (dollars in thousands):
                                                                 
                                            Current     Fair        
                                    Pay     Receive     Value     Balance  
    Type of     Notional     Start     End     Fixed     Floating     April 1,     Sheet  
Instrument   Hedge     Amount     Date     Date     Rate     Rate     2011     Location  
 
Int. rate swap
  Cash flow     $ 50,000       7/7/2010       7/7/2011       2.16 %     0.46 %   $ (229 )   Other Current Liabilities  
    The estimated fair value of the interest rate swap agreement represents the amount the Company would have to pay to terminate the contract. No portion of the change in fair value of the interest rate swaps during the 2011 or 2010 periods was considered ineffective. The amount recorded as additional Interest Expense related to the interest rate swaps for the first quarter of 2011 and 2010 was $0.2 million and $0.6 million, respectively.
    Convertible Subordinated Notes — In May 2003, the Company completed a private placement of $170 million of 2.25% convertible subordinated notes, due June 15, 2013 (“CSN I”). In March 2007, the Company entered into separate, privately negotiated agreements to exchange $117.8 million of CSN I for an equivalent principal amount of a new series of 2.25% convertible subordinated notes due 2013 (“CSN II”) (collectively the “Exchange”) at a 5% discount. The primary purpose of the Exchange was to eliminate the June 15, 2010 call and put option that was included in the terms of CSN I. In connection with the Exchange, the Company issued an additional $80 million aggregate principal amount of CSN II at a price of $950 per $1,000 of principal.
    CSN II bear interest at 2.25% per annum, payable semi-annually, and are due on June 15, 2013. The holders may convert the notes into shares of the Company’s common stock at a conversion price of $34.70 per share, which is equivalent to a conversion ratio of 28.8219 shares per $1,000 of principal. The conversion price and the conversion ratio will adjust automatically upon certain changes to the Company’s capitalization. CSN II were issued at a price of $950 per $1,000 of principal. The fair value of CSN II as of April 1, 2011 was approximately $199 million and is based on recent sales prices.

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    The effective interest rate of CSN II, which takes into consideration the amortization of the discount and deferred fees related to the issuance of these notes is 8.5%. The discount on CSN II is being amortized to the maturity date of the convertible notes utilizing the effective interest method. As of April 1, 2011, the carrying amount of the discount related to the CSN II conversion option value was $20.9 million. As of April 1, 2011, the if-converted value of the CSN II notes does not exceed their principal amount as the Company’s closing stock price of $26.12 per share did not exceed the conversion price of $34.70 per share.
 
    The contractual interest and discount amortization for CSN II were as follows (in thousands):
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Contractual interest
  $ 1,113     $ 1,113  
Discount amortization
    2,516       2,354  
    The notes are convertible at the option of the holders at such time as: (i) the closing price of the Company’s common stock exceeds 150% of the conversion price of the notes for 20 out of 30 consecutive trading days; (ii) the trading price per $1,000 of principal is less than 98% of the product of the closing sale price of common stock for each day during any five consecutive trading day period and the conversion rate per $1,000 of principal; (iii) the notes have been called for redemption; (iv) the Company distributes to all holders of common stock rights or warrants entitling them to purchase additional shares of common stock at less than the average closing price of common stock for the ten trading days immediately preceding the announcement of the distribution; (v) the Company distributes to all holders of common stock any form of dividend which has a per share value exceeding 5% of the price of the common stock on the day prior to such date of distribution; (vi) the Company effects a consolidation, merger, share exchange or sale of assets pursuant to which its common stock is converted to cash or other property; (vii) the period beginning 60 days prior to but excluding June 15, 2013; and (viii) certain fundamental changes, as defined in the indenture governing the notes, occur or are approved by the Board of Directors.
    Conversions in connection with corporate transactions that constitute a fundamental change require the Company to pay a premium make-whole amount, based upon a predetermined table as set forth in the indenture agreement, whereby the conversion ratio on the notes may be increased by up to 7.4 shares per $1,000 of principal. The premium make-whole amount will be paid in shares of common stock upon any such conversion, subject to the net share settlement feature of the notes described below.
    CSN II contains a net share settlement feature that requires the Company to pay cash for each $1,000 of principal to be converted. Any amounts in excess of $1,000 will be settled in shares of the Company’s common stock, or at the Company’s option, cash. The Company has a one-time irrevocable election to pay the holders in shares of its common stock, which it currently does not plan to exercise.
    The notes are redeemable by the Company at any time on or after June 20, 2012, or at the option of a holder upon the occurrence of certain fundamental changes, as defined in the indenture, affecting the Company. The notes are subordinated in right of payment to all of our senior indebtedness and effectively subordinated to all debts and other liabilities of the Company’s subsidiaries.

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    Deferred Financing Fees — The change in deferred financing fees is as follows (in thousands):
         
At December 31, 2010
  $ 2,005  
Amortization during the period
    (244 )
 
     
At April 1, 2011
  $ 1,761  
 
     
6.   PENSION PLANS
    The Company is required to provide its employees located in Switzerland and France certain defined pension benefits. These benefits accrue to employees based upon years of service, position, age and compensation. The defined benefit pension plan that provides benefits to the Company’s employees located in Switzerland is a funded contributory plan while the pension plan that provides benefits to the Company’s employees located in France is unfunded and noncontributory. The liability and corresponding expense related to these pension plans is based on actuarial computations of current and future benefits for employees. Pension expense is charged to current operating expenses.
 
    The change in net pension liability is as follows (in thousands):
         
At December 31, 2010
  $ 4,647  
Net periodic pension cost
    277  
Benefit payments
    (263 )
Foreign currency translation
    103  
 
     
At April 1, 2011
  $ 4,764  
 
     
    Net pension cost is comprised of the following (in thousands):
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Service cost
  $ 257     $ 240  
Interest cost
    111       106  
Amortization of net loss and prior service cost
    19       5  
Expected return on plan assets
    (110 )     (106 )
 
           
Net pension cost
  $ 277     $ 245  
 
           
7.   STOCK-BASED COMPENSATION
    Compensation costs related to share-based payments for the three months ended April 1, 2011 and April 2, 2010 totaled $1.5 million and $1.1 million, respectively. Of these amounts $1.3 million and $1.0 million, respectively, are included in Selling, General and Administrative Expenses. Stock-based compensation expense included in the Condensed Consolidated Statement of Cash Flows includes costs recognized for the annual share contribution to the Company’s 401(k) plan of $1.2 million and $0 for the three months ended April 1, 2011 and April 2, 2010, respectively.

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    The weighted average fair value and assumptions used to value options granted are as follows:
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Weighted average fair value
  $ 9.42     $ 8.16  
Risk-free interest rate
    2.04 %     2.57 %
Expected volatility
    40 %     40 %
Expected life (in years)
    5       5  
Expected dividend yield
    0 %     0 %
    The following table summarizes time-vested stock option activity:
                                 
                    Weighted        
                    Average        
            Weighted     Remaining     Aggregate  
    Number of     Average     Contractual     Intrinsic  
    Time-Vested     Exercise     Life     Value  
    Stock Options     Price     (In Years)     (In Millions)  
Outstanding at December 31, 2010
    1,463,556     $ 23.46                  
Granted
    292,959       24.15                  
Exercised
    (13,907 )     21.24                  
Forfeited or expired
    (37,911 )     23.69                  
 
                             
Outstanding at April 1, 2011
    1,704,697     $ 23.59       6.7     $ 5.4  
 
                           
Exercisable at April 1, 2011
    1,174,573     $ 23.66       5.7     $ 3.9  
 
                           
    The following table summarizes performance-vested stock option activity:
                                 
                    Weighted        
                    Average        
    Number of     Weighted     Remaining     Aggregate  
    Performance-     Average     Contractual     Intrinsic  
    Vested Stock     Exercise     Life     Value  
    Options     Price     (In Years)     (In Millions)  
Outstanding at December 31, 2010
    744,523     $ 23.68                  
Exercised
    (4,948 )     22.95                  
Forfeited or expired
    (216,501 )     22.08                  
 
                             
Outstanding at April 1, 2011
    523,074     $ 24.35       6.6     $ 1.0  
 
                           
Exercisable at April 1, 2011
    292,616     $ 22.63       5.7     $ 1.0  
 
                           

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    The following table summarizes time-vested restricted stock and unit activity:
                 
            Weighted  
    Time-Vested     Average  
    Activity     Fair Value  
Nonvested at December 31, 2010
    123,386     $ 22.57  
Granted
    21,114       24.15  
Vested
    (7,993 )     21.98  
Forfeited or expired
    (1,750 )     23.96  
 
             
Nonvested at April 1, 2011
    134,757     $ 22.83  
 
             
    The following table summarizes performance-vested restricted stock and unit activity:
                 
    Performance-     Weighted  
    Vested     Average  
    Activity     Fair Value  
Nonvested at December 31, 2010
    283,797     $ 15.10  
Granted
    182,150       17.06  
Vested
    (200 )     18.47  
 
             
Nonvested at April 1, 2011
    465,747     $ 15.86  
 
             
    The performance-based restricted stock units granted in 2011 only vest if certain market-based performance metrics are achieved. The amount of shares that ultimately vest range from 0 shares to 182,150 shares based upon the total shareholder return of the Company relative to the Company’s compensation peer group, as disclosed in the Company’s definitive proxy statement filed on April 15, 2011, over a three year performance period beginning in the year of grant. The fair value of the restricted stock units was determined by utilizing a Monte Carlo simulation model, which projects the value of Greatbatch stock versus the peer group under numerous scenarios and determines the value of the award based upon the present value of these projected outcomes.
    On February 28, 2011, the Board of Directors adopted the Greatbatch, Inc. 2011 Stock Incentive Plan (the “2011 Plan”), which is subject to stockholder approval at the Company’s 2011 Annual Meeting of Stockholders to be held on May 17, 2011. If adopted, the 2011 Plan will authorize the issuance of up to 1,000,000 shares of equity incentive awards including nonqualified and incentive stock options, restricted stock, restricted stock units, stock bonuses and stock appreciation rights, subject to the terms of the 2011 Plan.
    The Compensation Committee of the Board of Directors approved an annual long-term incentive program award of restricted stock units to senior level managers of the Company effective January 1, 2011. Since there were not enough shares available under the Company’s existing stock incentive plans to fund the entire 2011 award, a total of 97,265 shares of performance-based restricted stock units granted are subject to the approval of the 2011 Plan by the Company’s stockholders.

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
8.   OTHER OPERATING EXPENSES, NET
 
Other Operating Expenses, Net is comprised of the following (in thousands):
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Orthopaedic facility optimization(a)
  $ 239     $  
2007 & 2008 facility shutdowns and consolidations(b)
          320  
Integration costs(c)
          122  
Asset dispositions and other(d)
    (72 )     550  
 
           
  $ 167     $ 992  
 
           
    (a) Orthopaedic facility optimization. In the third quarter of 2010, the Company began updating its Indianapolis, IN facility to streamline operations, consolidate two buildings, increase capacity, further expand capabilities and reduce dependence on outside suppliers. Ultimately these updates will further reduce lead times, improve quality and allow us to better meet the needs of customers. Total investment in this facility is expected to be approximately $6 million.
    In the first quarter of 2011, the Company announced that it would construct an 80,000 square foot manufacturing facility in Allen County, IN and transfer the manufacturing operations currently being performed at its Columbia City, IN location into this new facility. Total investment is expected to be approximately $17 million.
    The total expense for these optimization projects is expected to be approximately $2 million of which $0.5 million has been incurred to date. All expenses are cash expenditures, except accelerated depreciation and asset write-offs and are recorded within the Greatbatch Medical segment.
 
    The change in accrued liabilities related to the orthopaedic facility optimization is as follows (in thousands):
                                         
            Production     Accelerated              
    Severance     inefficiencies,     Depreciation/              
    and     moving and     Asset Write-              
    Retention     revalidation     offs     Other     Total  
At December 31, 2010
  $     $     $     $     $  
Restructuring charges
          229             10       239  
Cash payments
          (229 )           (10 )     (239 )
 
                             
At April 1, 2011
  $     $     $     $     $  
 
                             
    (b) 2007 & 2008 facility shutdowns and consolidations. From 2007 to 2010, the Company completed the following facility shutdowns and consolidation initiatives:
    Consolidated its Electrochem manufacturing facilities in Canton, MA, Teterboro, NJ and Suzhou, China, into a newly constructed facility in Raynham, MA;
 
    Consolidated its corporate offices in Clarence, NY into its technology center also in Clarence, NY;

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    Reorganized and consolidated various general and administrative and research and development functions throughout the organization in order to optimize those resources with the businesses it acquired in 2007 and 2008;
    Consolidated its Orchard Park, NY (Electrochem manufacturing), Exton, PA (Orthopaedic corporate office) and Saignelegier, Switzerland (Orthopaedic manufacturing) facilities into existing facilities that had excess capacity; and
    Consolidated its manufacturing operations in Blaine, MN into its Plymouth, MN facility.
    The total expenses incurred for these facility shutdowns and consolidations was $17.3 million and included the following:
    Severance and retention — $4.4 million;
 
    Production inefficiencies, moving and revalidation — $5.2 million;
 
    Accelerated depreciation and asset write-offs — $5.3 million;
 
    Personnel — $0.7 million; and
 
    Other — $1.7 million.
    All categories of expenses were cash expenditures, except accelerated depreciation and asset write-offs. Costs incurred during the first quarter of 2010 related to the Electrochem Solutions segment.
     (c) Integration costs. During 2010, the Company incurred costs related to the integration of the companies acquired in 2007 and 2008. The integration initiatives include the implementation of the Oracle ERP system, training and compliance with Company policies, as well as the implementation of lean manufacturing and six sigma initiatives. These expenses are primarily for consultants, relocation and travel costs that will not be required after the integrations are completed.
    (d) Asset dispositions and other. During 2011 and 2010, the Company recorded (gains) write-downs in connection with various asset disposals.
9.   INCOME TAXES
    The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates, business acquisitions, settlements with taxing authorities and foreign currency fluctuations.
    During the first quarter of 2011, there has been no change in the balance of unrecognized tax benefits. Approximately $1.8 million of the balance of unrecognized tax benefits would favorably impact the effective tax rate (net of federal benefit on state issues), if recognized. It is reasonably possible that a reduction in the range of approximately $0.0 million to $1.0 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of the expiration of applicable statutes of limitation.

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
10.   COMMITMENTS AND CONTINGENCIES
    Litigation The Company is a party to various legal actions arising in the normal course of business. While the Company does not believe that the ultimate resolution of any such pending actions will have a material adverse effect on its results of operations, financial position, or cash flows, litigation is subject to inherent uncertainties. If an unfavorable ruling were to occur, there exists the possibility of a material adverse impact in the period in which the ruling occurs.
    Product Warranties The Company generally warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The Company accrues its estimated exposure to warranty claims based upon recent historical experience and other specific information as it becomes available.
 
    The change in aggregate product warranty liability for the quarter is as follows (in thousands):
         
At December 31, 2010
  $ 2,313  
Additions to warranty reserve
    78  
Warranty claims paid
    (156 )
Foreign currency effect
    3  
 
     
At April 1, 2011
  $ 2,238  
 
     
    Purchase Commitments — Contractual obligations for purchase of goods or services are defined as agreements that are enforceable and legally binding on the Company and that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Our purchase orders are normally based on our current manufacturing needs and are fulfilled by our vendors within short time horizons. We enter into blanket orders with vendors that have preferred pricing and terms, however these orders are normally cancelable by us without penalty. As of April 1, 2011, the total contractual obligation related to such expenditures is approximately $31.8 million and will be financed by existing cash and cash equivalents or cash generated from operations over the next twelve months. We also enter into contracts for outsourced services; however, the obligations under these contracts were not significant and the contracts generally contain clauses allowing for cancellation without significant penalty.
    Operating Leases The Company is a party to various operating lease agreements for buildings, equipment and software. Minimum future annual operating lease payments are $1.9 million for the remainder of 2011; $2.3 million in 2012; $2.1 million in 2013; $2.2 million in 2014; $1.8 million in 2015 and $4.7 million thereafter. The Company primarily leases buildings, which accounts for the majority of the future lease payments.
    Foreign Currency Contracts In December 2009 and February 2010, the Company entered into forward contracts to purchase 6.6 million and 3.3 million, respectively, Mexican pesos per month through December 2010 at an exchange rate of 13.159 pesos and 13.1595 pesos per one U.S. dollar, respectively. These contracts were entered into in order to hedge the risk of peso-denominated payments associated with the operations at the Company’s Tijuana, Mexico facility for 2010 and were accounted for as cash flow hedges.

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    In July 2010 and February 2011, the Company entered into forward contracts to purchase 6.6 million and 3.7 million, respectively, Mexican pesos per month through December 2011 at an exchange rate of 13.2231 pesos and 12.2761 pesos per one U.S. dollar, respectively. These contracts were entered into in order to hedge the risk of peso-denominated payments associated with a portion of the operations at the Company’s Tijuana, Mexico facility for 2011 and are being accounted for as cash flow hedges.
    As of April 1, 2011, these contracts had a positive fair value of $0.5 million, which is recorded within Prepaid Expenses and Other Current Assets in the Condensed Consolidated Balance Sheet. The amount recorded as a reduction of Cost of Sales during the three months ended April 1, 2011 and April 2, 2010 related to these forward contracts was $0.1 million and $0.2 million, respectively. No portion of the change in fair value of the Company’s foreign currency contracts during the three months ended April 1, 2011 or April 2, 2010 was considered ineffective.
    Self-Insured Medical Plan The Company self-funds the medical insurance coverage provided to its U.S. based employees. The risk to the Company is being limited through the use of stop loss insurance, which has an annual deductible of $0.2 million per covered participant. The maximum aggregate loss (the sum of all claims under the $0.2 million deductible) is limited to $14.2 million with a maximum benefit of $1.0 million. As of April 1, 2011, the Company has $3.2 million accrued related to the self-insurance of its medical plan, which is recorded in Accrued Expenses and Other Current Liabilities in the Condensed Consolidated Balance Sheet, and is primarily based upon claim history.
11.   EARNINGS PER SHARE (“EPS”)
 
    The following table illustrates the calculation of Basic and Diluted EPS (in thousands, except per share amounts):
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Numerator for basic EPS:
               
Net income
  $ 11,944     $ 5,547  
Effect of dilutive securities:
               
Interest expense on CSN I and related deferred financing fees, net of tax
          130  
 
           
Numerator for diluted EPS
  $ 11,944     $ 5,677  
 
           
Denominator for basic EPS:
               
Weighted average shares outstanding
    23,200       23,044  
Effect of dilutive securities:
               
Convertible subordinated notes
          756  
Stock options, restricted stock and restricted stock units
    387       107  
 
           
Denominator for diluted EPS
    23,587       23,907  
 
           
Basic EPS
  $ 0.51     $ 0.24  
 
           
Diluted EPS
  $ 0.51     $ 0.24  
 
           

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    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  
    April 1,     April 2,  
    2011     2010  
Time-vested stock options, restricted stock and restricted stock units
    1,016,000       1,621,000  
Performance-vested stock options and restricted stock units
    529,000       901,000  
12.   COMPREHENSIVE INCOME
    The Company’s comprehensive income as reported in the Condensed Consolidated Statements of Operations and Comprehensive Income includes net income, foreign currency translation gain (loss), and realized and unrealized gain (loss) on cash flow hedges.
    The Company translates all assets and liabilities of its foreign subsidiaries, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translates income and expenses at the average exchange rates in effect during the period. The net effect of these translation adjustments is recorded in the condensed consolidated financial statements as comprehensive income. Translation adjustments are not adjusted for income taxes as they relate to permanent investments in the Company’s foreign subsidiaries.
    The Company has designated its interest rate swaps and foreign currency contracts (See Note 5 “Debt” and Note 10 “Commitments and Contingencies”) as cash flow hedges. Accordingly, the effective portion of any change in the fair value of these instruments is recorded in comprehensive income, net of tax, and reclassified into earnings (Interest Expense — swaps, Cost of Sales — foreign currency contracts) in the same period or periods during which the hedged transaction affects earnings.
 
    Accumulated Other Comprehensive Income is comprised of the following (in thousands):     
                                                 
    Defined                                    
    Benefit             Foreign                      
    Pension     Cash     Currency     Total             Net-of-  
    Plan     Flow     Translation     Pre-Tax             Tax  
    Liability     Hedges     Adjustment     Amount     Tax     Amount  
At December 31, 2010
  $ (2,014 )   $ (121 )   $ 12,230     $ 10,095     $ 375     $ 10,470  
Unrealized gain on cash flow hedges
          346             346       (121 )     225  
Realized loss on cash flow hedges
          69             69       (24 )     45  
Foreign currency translation gain
                2,215       2,215             2,215  
 
                                   
At April 1, 2011
  $ (2,014 )   $ 294     $ 14,445     $ 12,725     $ 230     $ 12,955  
 
                                   

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
13.   FAIR VALUE MEASUREMENTS
    The following table provides information regarding assets and liabilities recorded at fair value in the Company’s Condensed Consolidated Balance Sheet as of April 1, 2011 (in thousands):
                                 
    Fair Value Measurements Using  
            Quoted              
            Prices in     Significant        
            Active Markets     Other     Significant  
    At     for Identical     Observable     Unobservable  
    April 1,     Assets     Inputs     Inputs  
Description   2011     (Level 1)     (Level 2)     (Level 3)  
Assets
                               
Foreign currency contracts
  $ 523     $     $ 523     $  
 
                               
Liabilities
                               
Interest rate swap
  $ 229     $     $ 229     $  
    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.
    Interest rate swap — The fair value of the Company’s interest rate swap is determined through the use of cash flow models that utilize observable market data inputs to estimate fair value. These observable market data inputs include LIBOR and swap rates, and credit spread curves. In addition to the above, the Company receives fair value estimates from the interest rate swap counterparty to verify the reasonableness of the Company’s estimates. The Company’s interest rate swap is categorized in Level 2 of the fair value hierarchy.
    Convertible subordinated notes — The fair value of the Company’s convertible subordinated notes disclosed in Note 5 “Debt” was determined based upon recent third-party transactions for the Company’s notes in an inactive market. The Company’s convertible subordinated notes are valued for disclosure purposes utilizing Level 2 measurements of the fair value hierarchy.
    Cost method investments — The Company holds certain cost method investments that are measured at fair value on a non-recurring basis in periods subsequent to initial recognition. The fair value of a cost method investment is only estimated if there are identified events or changes in circumstances that indicate impairment may be present. The aggregate carrying amount of our cost method investments included in Other Assets was $6.0 million and $11.8 million as of April 1, 2011 and December 31, 2010, respectively. On January 5, 2011, the Company sold its cost method investment in IntElect Medical, Inc. (“IntElect”) in conjunction with Boston Scientific’s acquisition of IntElect. This transaction resulted in a pre-tax gain of $4.5 million ($3.0 million net of tax).

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
14.   BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION
    The Company operates its business in two reportable segments — Greatbatch Medical and Electrochem Solutions (“Electrochem”). The Greatbatch Medical segment designs and manufactures medical devices and components for the cardiac rhythm management (“CRM”), neuromodulation, vascular access and orthopaedic markets. Additionally, Greatbatch Medical offers value-added assembly and design engineering services for products that incorporate Greatbatch Medical components. As a result of the strategy put in place over three years ago, Greatbatch Medical now offers its customers complete medical devices including design, development, manufacturing, regulatory submission and supporting worldwide distribution. This medical device strategy is being facilitated through the QiG Group and leverages the component technology of Greatbatch Medical and Electrochem in the Company’s core markets: cardiovascular, neuromodulation and orthopaedic.
    Electrochem designs, manufactures and distributes electrochemical cells, battery packs and wireless sensors for demanding applications in markets such as energy, security, portable medical, environmental monitoring and more.
    The Company defines segment income from operations as sales less cost of sales including amortization and expenses attributable to segment-specific selling, general and administrative, research, development and engineering expenses, and other operating expenses. Segment income also includes a portion of non-segment specific selling, general and administrative expenses based on allocations appropriate to the expense categories. The remaining unallocated operating expenses are primarily corporate headquarters and administrative function expenses. The unallocated operating expenses along with other expense 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  
    April 1,     April 2,  
    2011     2010  
Sales:
               
Greatbatch Medical
               
CRM/Neuromodulation
  $ 78,037     $ 76,925  
Vascular Access
    10,474       8,166  
Orthopaedic
    39,589       29,442  
 
           
Total Greatbatch Medical
    128,100       114,533  
Electrochem
    20,734       17,496  
 
           
Total sales
  $ 148,834     $ 132,029  
 
           

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Segment income from operations:
               
Greatbatch Medical
  $ 18,947     $ 14,030  
Electrochem
    4,407       3,753  
 
           
Total segment income from operations
    23,354       17,783  
Unallocated operating expenses
    (5,388 )     (3,787 )
 
           
Operating income as reported
    17,966       13,996  
Unallocated other expense
    (139 )     (5,462 )
 
           
Income before provision for income taxes
  $ 17,827     $ 8,534  
 
           
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Sales by geographic area:
               
United States
  $ 65,201     $ 58,219  
Non-Domestic locations:
               
Puerto Rico
    26,181       22,603  
Belgium
    18,969       16,185  
United Kingdom & Ireland
    10,493       13,628  
Rest of world
    27,990       21,394  
 
           
Total sales
  $ 148,834     $ 132,029  
 
           
    Four customers accounted for a significant portion of the Company’s sales as follows:
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Customer A
    22 %     24 %
Customer B
    17 %     17 %
Customer C
    14 %     13 %
Customer D
    7 %     9 %
 
           
 
    60 %     63 %
 
           

 

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GREATBATCH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — Unaudited
    Long-lived tangible assets by geographic area are as follows (in thousands):
                 
    As of  
    April 1,     December 31,  
    2011     2010  
United States
  $ 120,519     $ 126,519  
Rest of world
    36,419       36,095  
 
           
Total
  $ 156,938     $ 162,614  
 
           
15.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
    In the normal course of business, management evaluates all new accounting pronouncements issued by the Financial Accounting Standards Board, 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, 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.
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Business
We operate our business in two reportable segments — Greatbatch Medical and Electrochem Solutions (“Electrochem”). Greatbatch Medical designs and manufactures medical devices and components for the cardiac rhythm management (“CRM”), neuromodulation, vascular access and orthopaedic markets. Greatbatch Medical’s component products include: 1) batteries, capacitors, filtered and unfiltered feedthroughs, engineered components and enclosures used in implantable medical devices (“IMDs”); 2) introducers, catheters, steerable sheaths and implantable stimulation leads; and 3) instruments and delivery systems used in reconstructive, trauma and spine surgeries as well as hip, knee and shoulder implants. Additionally, Greatbatch Medical offers value-added assembly and design engineering services for medical systems and devices within the markets in which it operates. As a result of the strategy put in place over three years ago, Greatbatch Medical now offers its customers complete medical devices including design, development, manufacturing, regulatory submission and supporting worldwide distribution. This medical device strategy is being facilitated through the QiG Group (“QiG”) and leverages the component technology of Greatbatch Medical and Electrochem in our core markets: cardiovascular, neuromodulation and orthopaedic.
Electrochem provides technology solutions for critical industrial applications, including customized battery power and wireless sensing systems. Originating from the lithium cell invented for the implantable pacemaker by our Company’s founder, Wilson Greatbatch, Electrochem’s technology and superior quality and reliability is utilized in markets worldwide.

 

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Our Customers
Greatbatch Medical customers include leading original equipment manufacturers (“OEMs”), in alphabetical order here and throughout this report, such as Biotronik, Boston Scientific, DePuy, Johnson & Johnson, Medtronic, Smith & Nephew, Sorin Group, St. Jude Medical, Stryker and Zimmer. The nature and extent of our selling relationships with each OEM varies in terms of breadth of products purchased, purchased product volumes, length of contractual commitment, ordering patterns, inventory management and selling prices. During the three months ended April 1, 2011, Boston Scientific, Johnson & Johnson, Medtronic and St. Jude Medical collectively accounted for 60% of our total sales.
Our Electrochem customers operate in the energy, security, portable medical and environmental monitoring markets and include 3M, General Electric, Halliburton, Honeywell, Weatherford and Zoll Medical. During the first quarter of 2011, Electrochem entered into long-term supply agreements with three of its larger OEM customers securing approximately $15 million of revenue over the next three years. These contracts are significant because they are with customers in markets that historically have not committed to long-term supply agreements, and provide a good example of how Electrochem is deepening its relationship with customers.
Financial Overview
First quarter 2011 sales grew 13% over the prior year period to $148.8 million, reflecting double digit growth in our vascular access, orthopaedic and Electrochem product lines. Compared to the 2010 fourth quarter, sales increased 12%. This strong growth reflects the benefits of our diversified revenue base, as well as the investments made over the last several years to add to our capabilities and to implement our medical device strategy.
We prepare our financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Additionally, we consistently report and discuss in our quarterly earnings releases and investor presentations adjusted operating income and margin, adjusted net income and adjusted earnings per diluted share. These adjusted amounts consist of GAAP amounts excluding the following adjustments to the extent they occur during the period: (i) facility consolidation, manufacturing transfer and system integration charges, (ii) asset write-down and disposition charges, (iii) severance charges in connection with corporate realignments or a reduction in force (iv) the impact of non-cash charges to interest expense due to the accounting change governing convertible debt, (v) unusual or infrequently occurring items, (vi) certain R&D expenditures (such as medical device design verification testing (“DVT”) expenses), (vii) gain/loss on the sale of investments and (viii) the income tax (benefit) related to these adjustments. We believe that reporting these amounts provides important supplemental information to our investors and creditors seeking to understand the financial and business trends relating to our financial condition and results of operations. Additionally, certain performance-based compensation incentives provided to our executives are determined utilizing adjusted amounts.
GAAP operating income for the first quarter of 2011 was $18.0 million, compared to $14.0 million for the 2010 first quarter. Adjusted operating income was $18.7 million, or 12.6% of sales in the first quarter of 2011, compared to $15.0 million, or 11.4% of sales, for the comparable 2010 period. These improvements reflect the benefit of the higher revenue during the quarter, as well as our various lean initiatives, which helped to offset the negotiated price reductions given to some of our larger OEM customers at the end of last year in exchange for long-term contracts. Additionally, during the quarter we continued to make significant investment in the development of complete medical devices for our OEM customers and reached several key milestones, including the initiation of design verification testing (“DVT”) of our neuromodulation platform, which includes our Algostim spinal cord stimulation device that we introduced at our Investor Day on March 24, 2011.

 

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A reconciliation of GAAP operating income to adjusted amounts is as follows (in thousands):
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Operating income as reported
  $ 17,966     $ 13,996  
Adjustments:
               
Medical device DVT expenses (RD&E)
    590        
Consolidation costs
    239       320  
Integration expenses
          122  
Asset dispositions and other
    (72 )     550  
 
           
Adjusted operating income
  $ 18,723     $ 14,988  
 
           
Adjusted operating margin
    12.6 %     11.4 %
 
           
GAAP and adjusted diluted EPS for the first quarter 2011 were $0.51 and $0.46 per share, respectively, compared to $0.24 and $0.32 per share, respectively, for the first quarter 2010. As previously disclosed, the 2011 GAAP amounts include a $4.5 million ($3.0 million net of tax) gain from the sale of a cost method investment.
A reconciliation of GAAP net income and diluted EPS to adjusted amounts is as follows (in thousands, except per share amounts):
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Income before taxes as reported
  $ 17,827     $ 8,534  
Adjustments:
               
Medical device DVT expenses (RD&E)
    590        
Gain on sale of cost method investment
    (4,549 )      
Consolidation costs
    239       320  
Integration expenses
          122  
Asset dispositions and other
    (72 )     550  
CSN II conversion option discount amortization
    2,062       1,914  
 
           
Adjusted income before taxes
    16,097       11,440  
Adjusted provision for income taxes
    5,278       4,004  
 
           
Adjusted net income
  $ 10,819     $ 7,436  
 
           
Adjusted diluted EPS
  $ 0.46     $ 0.32  
 
           
Number of shares
    23,587       23,907  

 

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Our CEO’s View
We are pleased with the results for the first quarter, which exceeded our plans. Our diversified revenue base helped us to deliver record sales for the quarter and put us well on our way to meeting our financial targets for the year. With that said, as we all know, one quarter does not make a year and we still have a lot of hard work ahead of us given the market dynamics we are facing.
During the quarter we continued to execute on our long-term strategy, which is being enabled by our strong financial performance. The initiatives we have implemented over the last several years have provided us with an efficient manufacturing base, which more than accommodated the increased volume during the current quarter and helped offset continued pricing pressure from our customers. At our Investor Day in March, we provided further insight into our strategy of delivering complete medical devices to our customers, which is designed to raise the growth and profitability profile of our Company. We are happy to report that during the quarter we began to see the first revenues from this strategy.
We are cautiously optimistic that 2011 will be another successful year both strategically and operationally for Greatbatch.
Government Regulation
In March 2010, President Obama signed into law the Patient Protection and Affordable Care Act and the Health Care and Education Affordability Reconciliation Act (collectively “Health Care Reform”) legislating broad-based changes to the U.S. health care system. Health Care Reform could significantly impact our business operations and financial results, including higher or lower revenue, as well as higher employee medical costs and taxes. Health Care Reform imposes significant new taxes on OEMs of approximately $20 billion over ten years, which will result in a significant increase in the tax burden on our industry and which could have a material, negative impact on our results of operations and our cash flows. Other elements of Health Care Reform such as comparative effectiveness research, an independent payment advisory board, payment system reforms including shared savings pilots and other provisions could meaningfully change the way healthcare is developed and delivered, and may materially impact numerous aspects of our business, results of operations and financial condition. Many significant parts of Health Care Reform will be phased in over the next eight years and require further guidance and clarification in the form of regulations. As a result, many of the impacts of Health Care Reform will not be known until those regulations are enacted, which we expect to occur over the next several years.
In January 2010, the U.S. Department of Transportation, and the Pipeline and Hazardous Materials Safety Administration (“PHMSA”) issued a Notice of Proposed Rulemaking, “Hazardous Materials: Transportation of Lithium Batteries” in the federal register. PMHSA, in conjunction with the Federal Aviation Administration is proposing to amend requirements in the hazardous materials regulations on the transportation of lithium cells and batteries, including lithium cells and batteries packed or contained in equipment. The Company is actively monitoring this rulemaking process because of the potential negative effect the rule, as currently proposed, could have on our Greatbatch Medical and Electrochem businesses.
Product Development
We continue to develop new component products for applications in our core markets, such as:
  1.   Q power solutions QHR® & QMR®, which maximize device performance and longevity with minimal size;
  2.   QCAPS™ which, when paired with QHR batteries, provides the smallest, longest-lived, highest energy power solutions for tachycardia devices;

 

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  3.   orthopaedic capabilities in order to improve quality and shorten lead-times including the opening of additional regional development centers;
 
  4.   minimally invasive surgical techniques for the orthopaedic industry;
 
  5.   disposable instrumentation for the orthopaedic industry; and
 
  6.   charging platform for Electrochem’s secondary offering.
As part of the natural evolution of our Company, in 2008, we reassigned 40 Greatbatch Medical engineers to create the QiG Group in order to help facilitate the development of complete medical devices for our customers. In creating QiG, we pooled and focused the tremendous talent, resources and capacity for innovation within our organization. Today, QiG encompasses 120 research and development professionals working in facilities in five states and focused on three compelling therapeutic areas: cardiovascular, neuromodulation and, longer-term, orthopaedics. Additionally, QiG has established partnerships with nearly a dozen key physicians who are highly specialized in these areas. These partnerships are helping us to design medical devices from the ground up with features that will meet the needs of today’s practicing clinicians.
Within QiG, we are utilizing a disciplined and diversified portfolio approach with three investment modes—strategic equity investments in start-up companies, OEM customer discrete projects, and incubating new medical devices to be sold or licensed to an OEM partner. The QiG Group employs a disciplined and thorough process for evaluating these opportunities. A scorecard process is utilized to review and select the most strategically valuable ideas to pursue, taking into account a host of variables including the market opportunity, regulatory pathway and reimbursement; market need and market potential; intellectual property and projected financial return.
As a result of the investments we have made, we are now able to provide our customers with complete medical devices. This includes development and regulatory submissions, as well as manufacturing and supporting worldwide distribution. These medical devices are full product solutions that complement our OEM customers’ products and utilize the component expertise and capabilities residing within Greatbatch Medical and Electrochem. The benefits to our OEM customers include shortening the time to market for these devices by accelerating the velocity of innovation, optimizing their supply chain and ultimately providing them with cost efficiencies.
In March 2011, we held our first Investor Day where we provided further insight into this strategy of delivering complete medical devices to our OEM customers, and how it will help raise the growth and profitability profile of our Company. Our medical device pipeline includes:
Cardiovascular portfolio — Venous and arterial introducers, anti-microbial coatings, steerable delivery systems, and MRI conditional brady, gastric stimulation and sleep apnea leads.
Neuromodulation portfolio — Algostim spinal cord stimulator for the treatment of chronic pain of the trunk and limbs.
Cost Savings and Consolidation Efforts
In 2011 and 2010 we recorded charges in Other Operating Expenses, Net in the Condensed Consolidated Statements of Operations related to cost savings and consolidation efforts. These initiatives were undertaken to improve our operational efficiencies and profitability. Additional information regarding the timing, cash flow and amount of future expenditures is set forth in Note 8 “Other Operating Expenses, Net” of the Notes to the Condensed Consolidated Financial Statements contained in this report.

 

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Our Financial Results
We utilize a fifty-two, fifty-three week fiscal year ending on the Friday nearest December 31st. For 52-week years, each quarter contains 13 weeks. The first quarter of 2011 and 2010 ended on April 1, and April 2, respectively. The commentary that follows should be read in conjunction with our Condensed Consolidated Financial Statements and related notes and with the Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Form 10-K for the fiscal year ended December 31, 2010.
The following table presents certain selected financial information derived from our Condensed Consolidated Financial Statements for the periods presented (dollars in thousands, except per share data):
                                 
    Three Months Ended              
    April 1,     April 2,     $     %  
    2011     2010     Change     Change  
Sales:
                               
Greatbatch Medical
                               
CRM/Neuromodulation
  $ 78,037     $ 76,925     $ 1,112       1 %
Vascular Access
    10,474       8,166       2,308       28 %
Orthopaedic
    39,589       29,442       10,147       34 %
 
                         
Total Greatbatch Medical
    128,100       114,533       13,567       12 %
Electrochem
    20,734       17,496       3,238       19 %
 
                         
Total sales
    148,834       132,029       16,805       13 %
Cost of sales
    101,664       90,365       11,299       13 %
 
                         
Gross profit
    47,170       41,664       5,506       13 %
Gross profit as a % of sales
    31.7 %     31.6 %                
 
                               
Selling, general and administrative expenses (SG&A)
    18,649       15,652       2,997       19 %
SG&A as a % of sales
    12.5 %     11.9 %                
 
                               
Research, development and engineering costs, net (RD&E)
    10,388       11,024       (636 )     -6 %
RD&E as a % of sales
    7.0 %     8.3 %                
 
                               
Other operating expenses, net
    167       992       (825 )     -83 %
 
                         
Operating income
    17,966       13,996       3,970       28 %
Operating margin
    12.1 %     10.6 %                
Interest expense
    4,274       5,148       (874 )     -17 %
Interest income
    (8 )     (2 )     (6 )   NA  
Gain on sale of cost method investment
    (4,549 )           (4,549 )   NA  
Other expense, net
    422       316       106       34 %
Provision for income taxes
    5,883       2,987       2,896       97 %
Effective tax rate
    33.0 %     35.0 %                
 
                         
Net income
  $ 11,944     $ 5,547     $ 6,397       115 %
 
                         
Net margin
    8.0 %     4.2 %                
Diluted earnings per share
  $ 0.51     $ 0.24     $ 0.27       113 %

 

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Sales
Consolidated first quarter 2011 sales grew 13% over the prior year period to a record $148.8 million, reflecting double digit growth in our vascular access, orthopaedic and Electrochem product lines. This strong growth reflects the benefits of our diversified revenue base as well as the investments made over the last several years to add to our capabilities and to implement our medical device strategy.
Greatbatch Medical — CRM and neuromodulation sales for the first quarter 2011 increased 1% compared to the prior year period. During the quarter, CRM revenue included the benefit of customer inventory builds to support their product launches and continued to be impacted by pricing pressures, as well as the overall slowdown in the underlying market.
Our visibility to customer ordering patterns is over a relatively short period of time. Our customers have inventory management programs, alternative supply arrangements, vertical integration plans and the relative market share among the OEM manufacturers’ changes continuously. Additionally, we face pricing pressures from our customers and in particular our four largest OEM customers upon which a significant portion of our sales is dependent. These pressures have increased as of late due to the downturn in the economy, and more specifically, the CRM market. Consequently, these and other factors significantly impact our sales and will continue to significantly impact our sales in the future. We expect these pressures on CRM revenue to continue for the foreseeable future. At this time, we expect full year 2011 CRM and neuromodulation revenue to be consistent with 2010.
First quarter 2011 sales for our vascular access product line increased 28% to $10.5 million, compared to prior year sales of $8.2 million, primarily due to increased introducer sales. First quarter 2010 introducer sales included the impact of customer inventory reduction programs, which are now complete, and ordering patterns have returned to a more normalized level. Vascular access sales for the first quarter of 2011 were significant in that they included our first sales of medical devices that were developed under the Greatbatch name. Although these revenues were not material, this is a significant milestone in that we expect revenue from these devices to grow during 2011 as commercialization continues to ramp up.
Orthopaedic product line sales of $39.6 million for the first quarter 2011 were 34% above the $29.4 million for the comparable 2010 period and were at their highest level in three years. This increase occurred across all of our products, which benefitted from moderate orthopaedic market growth, customer inventory builds and customer product launches. Additionally, the investments we have made in our operations and expanded capabilities continue to deliver new business. First quarter 2011 orthopaedic sales also included the impact of foreign currency exchange rate fluctuations, which increased sales by approximately $1 million compared to the prior year period.
Electrochem — First quarter 2011 sales for our Electrochem business segment increased 19% to $20.7 million compared to $17.5 million in the first quarter 2010. During the quarter, Electrochem sales benefitted as customers in our energy markets began to rebuild inventory levels, which were depleted at the end of last year. Additionally, Electrochem sales benefitted from the timing of inventory pulls by customers in our environmental markets, which received funding earlier than anticipated.

 

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2011 Sales Outlook — At the beginning of the year, we provided our expectations for annual 2011 sales growth by each of our major product lines. These growth rates equated to consolidated annual sales in the range of approximately $540 million to $560 million for 2011. At this time, we are reaffirming our revenue guidance range. Given the results for the first quarter, as well as our expectations for the remainder of the year, we believe that our results are trending towards the higher end of the range provided.
Gross Profit
Changes to gross profit as a percentage of sales from the prior year were due to the following:
         
    Change From  
  Prior Year  
  Three Months  
Capacity & productivity(a)
    1.2 %
Performance-based compensation(b)
    -1.1 %
Selling price(c)
    -1.3 %
Mix Change(d)
    0.5 %
Other
    0.8 %
 
     
Total percentage point change to gross profit as a percentage of sales
    0.1 %
 
     
     
(a)   Our gross profit percentage benefitted from higher sales volumes, which absorbed excess capacity, as well as productivity gains from our various lean initiatives.
 
(b)   Our gross profit percentage includes a higher level of performance-based compensation expense, which was not accrued in 2010 as performance targets were not achieved.
 
(c)   Our gross profit percentage was negatively impacted in comparison to the prior year due to price concessions made to our larger OEM customers near the end of 2010 in exchange for long-term contracts. We expect this negative impact compared to the prior year to continue for the remainder of 2011.
 
(d)   Our gross profit percentage was positively impacted by the increase in higher margin Electrochem sales, which was partially offset by the increase in lower margin orthopaedic product line sales.
We expect that our gross profit margin will continue around the current level for the remainder of the year. Over the long-term, we expect our gross profit margin to improve as more system and device level products are introduced, which typically earn a higher margin.

 

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SG&A Expenses
Changes to SG&A expenses from the prior year were due to the following (in thousands):
         
    Change From  
  Prior Year  
  Three Months  
Performance-based compensation(a)
  $ 1,574  
Professional and consulting expense(b)
    1,264  
Other
    159  
 
     
Net increase in SG&A
  $ 2,997  
 
     
     
(a)   Amounts for 2011 include a higher level of performance-based compensation expense, which was not accrued in 2010 as performance targets were not achieved.
 
(b)   Amounts represent the change in professional and consulting expense from the 2010 period and reflect a higher level of corporate development initiatives, including costs incurred in connection with our recent Investor Day and other costs incurred as part of the overall communication of our medical device strategy to customers and employees.
RD&E Expenses, Net
Net RD&E costs are comprised of the following (in thousands):
                 
    Three Months Ended  
    April 1,     April 2,  
    2011     2010  
Research and development costs
  $ 3,879     $ 4,528  
 
           
Engineering costs
    8,910       8,013  
Less cost reimbursements
    (2,401 )     (1,517 )
 
           
Engineering costs, net
    6,509       6,496  
 
           
Total RD&E, net
  $ 10,388     $ 11,024  
 
           
Net research, development and engineering costs for the 2011 first quarter were $10.4 million compared to $11.0 million for the comparable 2010 period. First quarter 2011 results include higher cost reimbursements from customers of $0.9 million, which was primarily due to the achievement of contractual milestones on two medical device projects. During the first quarter of 2011, $4.8 million of RD&E expenses related to the development of medical devices (compared to $4.5 million in the 2010 period) and included approximately $0.6 million of DVT costs in connection with the QiG Group’s neuromodulation platform. Excluding the higher cost reimbursements and DVT spend, RD&E remained consistent with the prior year quarter. Over the long-term, we expect net RD&E, excluding DVT expenses, to remain around 8.5% to 9.0% of sales.

 

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Other Operating Expenses, Net
Other operating expenses, net are comprised of the following (in thousands):
                 
  Three Months Ended  
  April 1,     April 2,  
  2011     2010  
Orthopaedic facility optimization(a)
  $ 239     $  
2007 & 2008 facility shutdowns and consolidations(b)
          320  
Integration costs(c)
          122  
Asset dispositions and other(d)
    (72 )     550  
 
           
Total other operating expenses, net
  $ 167     $ 992  
 
           
     
(a)   In the third quarter of 2010, we began to incur costs in connection with the optimization of our Orthopaedic operations in order to increase capacity, further expand our capabilities and reduce dependence on outside suppliers. Ultimately these updates will further reduce our lead times, improve quality and allow us to better meet the needs of our customers. Additional information regarding the timing, cash flow and amount of future expenditures is discussed in Note 8 “Other Operating Expenses, Net” of the Notes to the Condensed Consolidated Financial Statements contained in this report.
 
(b)   In 2010, we recorded charges related to our various cost savings and consolidation efforts initiated in 2007 and 2008. Over the long-term, we expect these initiatives to continue to positively impact operational efficiencies and profitability. Additional information regarding the timing, cash flow and amount of future expenditures is discussed in Note 8 “Other Operating Expenses, Net” of the Notes to the Condensed Consolidated Financial Statements contained in this report.
 
(c)   During 2010, we incurred costs related to the integration of the companies acquired in 2007 and 2008. The integration initiatives include the implementation of the Oracle ERP system, training and compliance with policies, as well as the implementation of lean manufacturing and six sigma initiatives. The expenses are primarily for consultants, relocation and travel costs that will not be required after the integrations are completed.
 
(d)   During 2011 and 2010, we recorded (gains) write-downs in connection with various asset disposals.
Interest Expense and Interest Income
Interest expense for the first quarter of 2011 was $0.9 million, or 17%, below the same period of 2010 primarily due to the benefit of paying down our long-term debt with excess cash flow from operations. Interest income for the first quarter of 2011 was relatively consistent with the same period of 2010.
Gain on Sale of Cost Method Investment
In January 2011, we sold our cost method investment in IntElect Medical, Inc. (“IntElect”) in conjunction with Boston Scientific’s acquisition of IntElect. We obtained our ownership interest in IntElect through our acquisition of BIOMEC, Inc. in 2007 and two subsequent additional investments. This transaction resulted in a pre-tax gain of $4.5 million ($3.0 million net-of-tax).
Other Expense, Net
Other expense, net primarily includes the impact of foreign currency exchange rate fluctuations on transactions denominated in foreign currencies.

 

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Provision for Income Taxes
The effective tax rate for the three months ended April 1, 2011 was 33% versus 35% for the comparable 2010 period primarily as a result of the Research and Development tax credit, which expired at the end of 2009 and was reinstated in the fourth quarter of 2010 for 2010 and 2011.
We believe it is reasonably possible that a reduction of approximately $0.0 million to $1.0 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of the expiration of applicable statutes of limitation, which would positively impact the effective tax rate in the period of reduction.
Liquidity and Capital Resources
                 
    As of  
    April 1,     December 31,  
(Dollars in thousands)   2011     2010  
Cash and cash equivalents(a)
  $ 51,678     $ 22,883  
Working capital(a)
  $ 177,452     $ 150,922  
Current ratio(a)
    3.44       3.49  
     
(a)   The increase in cash and cash equivalents, and working capital primarily relates to the cash flow generated from operations of $25.0 million and net cash provided by investing activities of $4.2 million for the first quarter of 2011, which included proceeds received from the sale of a cost method investment. Our working capital ratio remained consistent with the year-end amount.
Revolving Line of Credit — We have a senior credit facility (the “Credit Facility”) consisting of a $235 million revolving line of credit, which can be increased to $335 million upon our 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 is secured by our non-realty assets including cash, accounts receivable and inventories, and has an expiration date of May 22, 2012 with a one-time option to extend to April 1, 2013 at our option if no default has occurred.
The Credit Facility is supported by a consortium of six banks with no bank controlling more than 26% of the facility. As of April 1, 2011, each bank supporting the Credit Facility has an S&P credit rating of at least BBB- or better, which is considered investment grade.
The Credit Facility requires us to maintain a ratio of adjusted EBITDA, as defined in the credit agreement, to interest expense of at least 3.00 to 1.00. For the twelve month period ending April 1, 2011, our ratio of adjusted EBITDA to interest expense, calculated in accordance with our credit agreement, was 15.1 to 1.00, well above the required limit. The Credit Facility also requires us to maintain a total leverage ratio, as defined in the credit agreement, of not greater than 4.50 to 1.00. As of April 1, 2011, our total leverage ratio, calculated in accordance with our credit agreement, was 1.96 to 1.00, well below the required limit. The calculation of adjusted EBITDA and leverage ratio exclude non-cash charges.
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. See Note 5 “Debt” of the Notes to Condensed Consolidated Financial Statements in this report for a more detailed description of the Credit Facility.

 

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As of April 1, 2011, we had $185 million of borrowing capacity available under the Credit Facility. This amount may vary from period to period based upon our debt and EBITDA levels, which impacts the covenant calculations. We believe that our cash flow from operations and the Credit Facility provide adequate liquidity to meet our short- and long- term funding needs.
Operating activities — Cash flows from operations for the first three months of 2011 were $25.0 million, an increase of 18% over the $21.2 million for the comparable 2010 period. The increase from the prior year is primarily due to higher income from operations as well as the timing of payments.
Investing activities Net cash provided by investing activities for the first three months of 2011 were $4.2 million compared to a cash outflow of $2.0 million for the same period of 2010. This increase was primarily related to the net proceeds received from cost method investments of $10.4 million partially offset by an increase in maintenance capital expenditures as well as further investments in our Orthopaedic facilities to add to our capabilities. Our current expectation is that capital spending for the remainder of 2011 will be in the range of $25 million to $35 million, of which approximately half is discretionary in nature. In January 2011, we announced our intention to construct an 80,000 square foot manufacturing facility in Allen County, IN. Total investment in this facility is expected to be approximately $17 million. Other than this facility, capital spending relates to routine maintenance investments to support our internal growth.
We anticipate that cash on hand along with cash flow from operations and availability under our revolving line of credit will be sufficient to fund these capital expenditures. Going forward, we will continue to consider strategically targeted and opportunistic acquisitions.
Financing activities — Net cash used in financing activities for the first three months of 2011 were $0.7 million and were consistent with the prior year. Going forward, we expect excess cash flow from operations to be used to pay down outstanding debt.
Capital Structure — As of April 1, 2011, our capital structure consisted of $197.8 million of convertible subordinated notes, $50.0 million of debt under our revolving line of credit and 23.3 million shares of common stock outstanding. Additionally, we had $51.7 million in cash and cash equivalents, which is sufficient to meet our short-term operating cash needs. If necessary, we have access to $185 million under our available line of credit and are authorized to issue 100 million shares of common stock and 100 million shares of preferred stock. The market value of our outstanding common stock since our initial public offering has exceeded our book value; accordingly, we believe that if needed we can access public markets to raise additional capital. Our capital structure allows us to support our internal growth and provides liquidity for corporate development initiatives. We continuously evaluate our capital structure, including our revolving line of credit, as it relates to our anticipated long-term funding needs. Changes to our capital structure may occur as a result of this analysis, or changes in market conditions. We believe we can renew or replace the Credit Facility at market rates if needed.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements within the meaning of Item 303(a)(4) of Regulation S-K.

 

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Contractual Obligations
The following table summarizes our significant contractual obligations at April 1, 2011:
                                         
    Payments due by period  
          Remainder of                    
CONTRACTUAL OBLIGATIONS   Total     2011     2012 - 2013     2014 - 2015     After 2015  
Debt obligations(a)
  $ 259,638     $ 4,523     $ 255,115     $     $  
Operating lease obligations(b)
    14,926       1,870       4,392       4,004       4,660  
Purchase obligations(b)
    31,761       24,261       7,000       200       300  
Foreign currency contracts(b)
    7,200       7,200                    
Pension obligations(c)
    11,754       725       2,170       2,311       6,548  
 
                             
Total contractual obligations
  $ 325,279     $ 38,579     $ 268,677     $ 6,515     $ 11,508  
 
                             
     
(a)   Includes the annual interest expense on our convertible subordinated notes of 2.25%, which is paid semi-annually. Amounts also include the expected interest expense on the $50.0 million outstanding on our line of credit based upon the period end weighted average interest rate of 3.16%, which includes the impact of our interest rate swap outstanding. See Note 5 “Debt” of the Notes to Condensed Consolidated Financial Statements in this report for additional information.
 
(b)   See Note 10 “Commitments and Contingencies” of the Notes to Condensed Consolidated Financial Statements in this report for additional information about our operating lease, purchase obligations and foreign currency contracts.
 
(c)   See Note 6 “Pension Plans” of the Notes to Condensed Consolidated Financial Statements in this report for additional information about our pension plan obligations. These amounts do not include any potential future contributions to our pension plan that may be necessary if the rate of return earned on pension plan assets is not sufficient to fund the rate of increase of our pension liability. Future cash contributions may be required. As of December 31, 2010, the most recent valuation date, our actuarially determined pension benefit obligation exceeded the plans assets by $4.6 million.
This table does not reflect $2.8 million of unrecognized tax benefits as we are uncertain as to if or when such amounts may be settled. Refer to Note 9 “Income Taxes” of the Notes to Condensed Consolidated Financial Statements in this report for additional information about these unrecognized tax benefits.
We self-fund the medical insurance coverage provided to our U.S. based employees. Our risk is being limited through the use of stop loss insurance, which has an annual deductible of $0.2 million per covered participant. The maximum aggregate loss (i.e. sum of all claims under the $0.2 million deductible) is limited to $14.2 million with a maximum benefit of $1.0 million. As of April 1, 2011, we have $3.2 million accrued related to our self-insured medical plan, which is recorded in Accrued Expenses and Other Current Liabilities in the Condensed Consolidated Balance Sheet, and is primarily based upon claim history.
Impact of Recently Issued Accounting Standards
In the normal course of business, we evaluate all new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission (“SEC”), Emerging Issues Task Force (“EITF”), American Institute of Certified Public Accountants (“AICPA”) or other authoritative accounting body to determine the potential impact they may have on our Consolidated Financial Statements. Based upon this review, we do not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s Consolidated Financial Statements.

 

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Forward-Looking Statements
Some of the statements contained in this report and other written and oral statements made from time to time by us and our representatives are not statements of historical or current fact. As such, they are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements on our current expectations, which are subject to known and unknown risks, uncertainties and assumptions. They include statements relating to:
    future sales, expenses and profitability;
 
    the future development and expected growth of our business and the markets we operate in;
 
    our ability to successfully execute our business model and our business strategy;
 
    our ability to identify trends within the implantable medical devices, medical components, and Electrochem markets and to offer products and services that meet the changing needs of those markets;
 
    our ability to design, develop, and commercialize complete medical devices;
 
    projected capital expenditures; and
 
    trends in government regulation, including the impact of Health Care Reform and recent proposed federal regulations impacting the transportation of lithium batteries.
You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those suggested by these forward-looking statements. In evaluating these statements and our prospects generally, you should carefully consider the factors set forth below. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout this report. We are under no duty to update any of the forward-looking statements after the date of this report or to conform these statements to actual results.
Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors include the following: dependence upon a limited number of customers, product obsolescence, inability to market current or future products including complete medical devices, pricing pressure from and vertical integration by our customers, reliance on third party suppliers for raw materials, products and subcomponents, fluctuating operating results, inability to maintain high quality standards for our products, challenges to our intellectual property rights, product liability claims, inability to successfully consummate and integrate acquisitions, unsuccessful expansion into new markets, competition, inability to obtain licenses to key technology, regulatory changes or consolidation in the healthcare industry, and other risks and uncertainties that arise from time to time as described in the Company’s Annual Report on Form 10-K and other periodic filings with the Securities and Exchange Commission.

 

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ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Foreign Currency — We have significant foreign operations in France, Mexico and Switzerland, which expose the Company to foreign currency exchange rate fluctuations due to transactions denominated in Euros, Mexican pesos and Swiss francs, respectively. We continuously evaluate our foreign currency risk and will take action from time to time in order to best mitigate these risks, which includes the use of various derivative instruments such as forward currency exchange contracts. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency exposures would have had an impact of approximately $11 million on our annual sales. This amount is not indicative of the hypothetical net earnings impact due to partially offsetting impacts on cost of sales and operating expenses in those currencies. We estimate that foreign currency exchange rate fluctuations during the three months ended April 1, 2011 increased sales in comparison to the 2010 period by approximately $1 million.
In July 2010 and February 2011, we entered into forward contracts to purchase 6.6 million and 3.7 million, respectively, Mexican pesos per month through December 2011 at an exchange rate of 13.2231 pesos and 12.2761 pesos per one U.S. dollar, respectively. These contracts were entered into in order to hedge the risk of peso-denominated payments associated with a portion of the operations at our Tijuana, Mexico facility for 2011 and are being accounted for as cash flow hedges.
As of April 1, 2011, these contracts had a positive fair value of $0.5 million, which is recorded within Prepaid Expenses and Other Current Assets in the Condensed Consolidated Balance Sheet. The amount recorded as a reduction of Cost of Sales during the three months ended April 1, 2011 and three months ended April 2, 2010 related to these forward contracts was $0.1 million and $0.2 million, respectively. No portion of the change in fair value of our foreign currency contracts during the three months ended April 1, 2011 or April 2, 2010 was considered ineffective.
We translate all assets and liabilities of our foreign operations, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translate sales and expenses at the average exchange rates in effect during the period. The net effect of these translation adjustments is recorded in the Condensed Consolidated Financial Statements as Comprehensive Income. The translation adjustment for the three months ended April 1, 2011 was a $2.2 million gain. Translation adjustments are not adjusted for income taxes as they relate to permanent investments in our foreign subsidiaries. Net foreign currency transaction gains and losses included in Other Expense, Net amounted to a loss of $0.4 million for the three months ended April 1, 2011. A hypothetical 10% change in the value of the U.S. dollar in relation to our most significant foreign currency net assets would have had an impact of approximately $10 million on our foreign net assets as of April 1, 2011.
Interest Rate Swaps — Interest rates on our revolving line of credit reset based upon the six-month LIBOR rate, thus subjecting us to interest rate risk. To help offset this risk, we enter into receive floating-pay fixed interest rate swaps indexed to the six-month LIBOR rate. The objective of these swaps is to hedge against potential changes in cash flows on our outstanding revolving line of credit, which is also indexed to the six-month LIBOR rate. No credit risk is hedged. The receive variable leg of the swaps and the variable rate paid on the revolving line of credit bear the same rate of interest, excluding the credit spread, and reset and pay interest on the same dates. Our interest rate swaps are accounted for as cash flow hedges.

 

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As of April 1, 2011, we had $50 million outstanding on our revolving line of credit and one interest rate swap remaining with the same notional amount. The interest rate swap matures on July 7, 2011 and has a pay fixed rate of 2.16% and a current receive floating rate of 0.46% at April 1, 2011. See Note 5 “Debt” of the Notes to Condensed Consolidated Financial Statements in this report for additional information about our interest rate swap contracts.
The estimated negative fair value of the interest rate swap contract of $0.2 million as of April 1, 2011 represents the amount we would have to pay to terminate the contract. No portion of the change in fair value of the interest rate swaps during the 2011 or 2010 periods was considered ineffective. The amount recorded as additional Interest Expense related to the interest rate swaps for the first quarter of 2011 and 2010 was $0.2 million and $0.6 million, respectively.
A hypothetical one percentage point change in the LIBOR interest rate on the $50 million of floating rate revolving line of credit debt outstanding would not have an impact on our interest expense due to the interest rate swap agreement we have in place.
ITEM 4.   CONTROLS AND PROCEDURES.
a.   Evaluation of Disclosure Controls and Procedures.
Our management, including the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) related to the recording, processing, summarization and reporting of information in our reports that we file with the SEC as of April 1, 2011. These disclosure controls and procedures have been designed to provide reasonable assurance that material information relating to us, including our subsidiaries, is made known to our management, including these officers, by our employees, and that this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the SEC’s rules and forms. Based on their evaluation, as of April 1, 2011, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective.
b. Changes in Internal Control Over Financial Reporting.
There have been no changes in our internal control over financial reporting that occurred during our last fiscal quarter to which this Quarterly Report on Form 10-Q relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II — OTHER INFORMATION
ITEM 1.   LEGAL PROCEEDINGS.
There have been no material changes to the Company’s legal proceedings as previously disclosed in the Company’s Form 10-K for the year ended December 31, 2010.
ITEM 1A.   RISK FACTORS.
There have been no material changes from risk factors as previously disclosed in the Company’s Form 10-K for the year ended December 31, 2010.
ITEM 2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4.   (REMOVED AND RESERVED)
ITEM 5.   OTHER INFORMATION.
None.
ITEM 6.   EXHIBITS.
See the Exhibit Index for a list of those exhibits filed herewith.

 

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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
         
Dated: May 10, 2011  GREATBATCH, INC.
 
 
  By:   /s/ Thomas J. Hook    
    Thomas J. Hook   
    President and Chief Executive Officer (Principal Executive Officer)   
 
  By:   /s/ Thomas J. Mazza    
    Thomas J. Mazza   
    Senior Vice President and Chief Financial Officer (Principal Financial Officer)   
 
  By:   /s/ Marco F. Benedetti    
    Marco F. Benedetti   
    Corporate Controller & Treasurer
(Principal Accounting Officer) 
 
EXHIBIT INDEX
         
Exhibit No.     Description
       
 
3.1      
Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to our quarterly report on Form 10-Q for the period ended June 27, 2008).
       
 
3.2      
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to our annual report on Form 10-K for the period ended January 1, 2010).
       
 
31.1 *    
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
       
 
31.2 *    
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
       
 
32 *    
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
*   - Filed herewith.

 

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