Price Graph
Price
Yield
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Delaware
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16-1531026
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(State of
Incorporation)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page
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ITEM 1.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 1.
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ITEM 1A.
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ITEM 6.
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(in thousands except share and per share data)
|
June 30,
2017 |
|
December 30,
2016 |
||||
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ASSETS
|
|
|
|
||||
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Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
46,533
|
|
|
$
|
52,116
|
|
|
Accounts receivable, net of allowance for doubtful accounts of $0.7 million in each period
|
212,607
|
|
|
204,626
|
|
||
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Inventories
|
235,562
|
|
|
225,151
|
|
||
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Refundable income taxes
|
8,024
|
|
|
13,388
|
|
||
|
Prepaid expenses and other current assets
|
21,367
|
|
|
22,026
|
|
||
|
Total current assets
|
524,093
|
|
|
517,307
|
|
||
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Property, plant and equipment, net
|
373,094
|
|
|
372,042
|
|
||
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Goodwill
|
981,333
|
|
|
967,326
|
|
||
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Other intangible assets, net
|
934,672
|
|
|
940,060
|
|
||
|
Deferred income taxes
|
4,181
|
|
|
3,970
|
|
||
|
Other assets
|
27,558
|
|
|
31,838
|
|
||
|
Total assets
|
$
|
2,844,931
|
|
|
$
|
2,832,543
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Current portion of long-term debt
|
$
|
25,781
|
|
|
$
|
31,344
|
|
|
Accounts payable
|
95,123
|
|
|
77,896
|
|
||
|
Income taxes payable
|
2,279
|
|
|
3,699
|
|
||
|
Accrued expenses
|
72,766
|
|
|
72,281
|
|
||
|
Total current liabilities
|
195,949
|
|
|
185,220
|
|
||
|
Long-term debt
|
1,639,499
|
|
|
1,698,819
|
|
||
|
Deferred income taxes
|
210,361
|
|
|
208,579
|
|
||
|
Other long-term liabilities
|
15,989
|
|
|
14,686
|
|
||
|
Total liabilities
|
2,061,798
|
|
|
2,107,304
|
|
||
|
Stockholders’ equity:
|
|
|
|
||||
|
Common stock, $0.001 par value; 100,000,000 shares authorized; 31,497,758 and 31,059,038 shares issued, respectively; 31,394,605 and 30,925,496 shares outstanding, respectively
|
31
|
|
|
31
|
|
||
|
Additional paid-in capital
|
652,365
|
|
|
637,955
|
|
||
|
Treasury stock, at cost, 103,153 and 133,542 shares, respectively
|
(4,506
|
)
|
|
(5,834
|
)
|
||
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Retained earnings
|
108,040
|
|
|
109,087
|
|
||
|
Accumulated other comprehensive income (loss)
|
27,203
|
|
|
(16,000
|
)
|
||
|
Total stockholders’ equity
|
783,133
|
|
|
725,239
|
|
||
|
Total liabilities and stockholders’ equity
|
$
|
2,844,931
|
|
|
$
|
2,832,543
|
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Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
(in thousands except per share data)
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
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Sales
|
$
|
362,719
|
|
|
$
|
348,382
|
|
|
$
|
708,132
|
|
|
$
|
680,620
|
|
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Cost of sales
|
263,447
|
|
|
252,351
|
|
|
517,634
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|
|
493,121
|
|
||||
|
Gross profit
|
99,272
|
|
|
96,031
|
|
|
190,498
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|
187,499
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|
||||
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Operating expenses:
|
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||||||||
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Selling, general and administrative expenses
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39,724
|
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|
37,628
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79,223
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|
79,516
|
|
||||
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Research, development and engineering costs, net
|
12,889
|
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|
13,640
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|
26,300
|
|
|
30,946
|
|
||||
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Other operating expenses, net
|
6,920
|
|
|
15,494
|
|
|
18,691
|
|
|
36,634
|
|
||||
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Total operating expenses
|
59,533
|
|
|
66,762
|
|
|
124,214
|
|
|
147,096
|
|
||||
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Operating income
|
39,739
|
|
|
29,269
|
|
|
66,284
|
|
|
40,403
|
|
||||
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Interest expense, net
|
25,647
|
|
|
27,908
|
|
|
54,540
|
|
|
55,525
|
|
||||
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Other (income) loss, net
|
9,976
|
|
|
674
|
|
|
11,823
|
|
|
(3,047
|
)
|
||||
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Income (loss) before provision for income taxes
|
4,116
|
|
|
687
|
|
|
(79
|
)
|
|
(12,075
|
)
|
||||
|
Provision for income taxes
|
1,126
|
|
|
1,457
|
|
|
1,270
|
|
|
1,355
|
|
||||
|
Net income (loss)
|
$
|
2,990
|
|
|
$
|
(770
|
)
|
|
$
|
(1,349
|
)
|
|
$
|
(13,430
|
)
|
|
Earnings (loss) per share:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
$
|
0.10
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.44
|
)
|
|
Diluted
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.44
|
)
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
|
Basic
|
31,302
|
|
|
30,767
|
|
|
31,159
|
|
|
30,743
|
|
||||
|
Diluted
|
31,982
|
|
|
30,767
|
|
|
31,159
|
|
|
30,743
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss)
|
$
|
2,990
|
|
|
$
|
(770
|
)
|
|
$
|
(1,349
|
)
|
|
$
|
(13,430
|
)
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation gain (loss)
|
34,599
|
|
|
(9,701
|
)
|
|
41,135
|
|
|
9,059
|
|
||||
|
Net change in cash flow hedges, net of tax
|
318
|
|
|
(1,247
|
)
|
|
2,068
|
|
|
(880
|
)
|
||||
|
Other comprehensive income (loss)
|
34,917
|
|
|
(10,948
|
)
|
|
43,203
|
|
|
8,179
|
|
||||
|
Comprehensive income (loss)
|
$
|
37,907
|
|
|
$
|
(11,718
|
)
|
|
$
|
41,854
|
|
|
$
|
(5,251
|
)
|
|
|
Six Months Ended
|
||||||
|
(in thousands)
|
June 30,
2017 |
|
July 1,
2016 |
||||
|
Cash flows from operating activities:
|
|
|
|
||||
|
Net loss
|
$
|
(1,349
|
)
|
|
$
|
(13,430
|
)
|
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
49,465
|
|
|
45,048
|
|
||
|
Debt related amortization included in interest expense
|
6,241
|
|
|
3,581
|
|
||
|
Stock-based compensation
|
7,950
|
|
|
4,962
|
|
||
|
Other non-cash (gains) losses
|
11,367
|
|
|
(108
|
)
|
||
|
Deferred income taxes
|
(2,447
|
)
|
|
(3,776
|
)
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Accounts receivable
|
(6,313
|
)
|
|
11,858
|
|
||
|
Inventories
|
(9,451
|
)
|
|
(23,919
|
)
|
||
|
Prepaid expenses and other current assets
|
2,515
|
|
|
(3,124
|
)
|
||
|
Accounts payable
|
15,373
|
|
|
12,844
|
|
||
|
Accrued expenses
|
215
|
|
|
(3,865
|
)
|
||
|
Income taxes
|
3,599
|
|
|
3,683
|
|
||
|
Net cash provided by operating activities
|
77,165
|
|
|
33,754
|
|
||
|
Cash flows from investing activities:
|
|
|
|
||||
|
Acquisition of property, plant and equipment
|
(22,438
|
)
|
|
(30,402
|
)
|
||
|
Purchase of cost and equity method investments
|
(497
|
)
|
|
(2,198
|
)
|
||
|
Other investing activities
|
672
|
|
|
(682
|
)
|
||
|
Net cash used in investing activities
|
(22,263
|
)
|
|
(33,282
|
)
|
||
|
Cash flows from financing activities:
|
|
|
|
||||
|
Principal payments of long-term debt
|
(118,839
|
)
|
|
(16,500
|
)
|
||
|
Proceeds from issuance of long-term debt
|
50,000
|
|
|
57,000
|
|
||
|
Proceeds from the exercise of stock options
|
8,725
|
|
|
610
|
|
||
|
Payment of debt issuance costs
|
(1,789
|
)
|
|
(781
|
)
|
||
|
Distribution of cash and cash equivalents to Nuvectra Corporation
|
—
|
|
|
(76,256
|
)
|
||
|
Purchase of non-controlling interests
|
—
|
|
|
(6,818
|
)
|
||
|
Other financing activities
|
—
|
|
|
(3,983
|
)
|
||
|
Net cash used in financing activities
|
(61,903
|
)
|
|
(46,728
|
)
|
||
|
Effect of foreign currency exchange rates on cash and cash equivalents
|
1,418
|
|
|
368
|
|
||
|
Net decrease in cash and cash equivalents
|
(5,583
|
)
|
|
(45,888
|
)
|
||
|
Cash and cash equivalents, beginning of period
|
52,116
|
|
|
82,478
|
|
||
|
Cash and cash equivalents, end of period
|
$
|
46,533
|
|
|
$
|
36,590
|
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Treasury Stock
|
|
Retained
Earnings
|
|
Accumulated
Other Comprehensive
Income (Loss)
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
|
(in thousands)
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
|
|
||||||||||||||||||
|
December 30, 2016
|
31,059
|
|
|
$
|
31
|
|
|
$
|
637,955
|
|
|
(134
|
)
|
|
$
|
(5,834
|
)
|
|
$
|
109,087
|
|
|
$
|
(16,000
|
)
|
|
$
|
725,239
|
|
|
Cumulative effect adjustment of the adoption of ASU 2016-09 (Note 16)
|
—
|
|
|
—
|
|
|
(812
|
)
|
|
—
|
|
|
—
|
|
|
302
|
|
|
—
|
|
|
(510
|
)
|
||||||
|
December 30, 2016, adjusted
|
31,059
|
|
|
31
|
|
|
637,143
|
|
|
(134
|
)
|
|
(5,834
|
)
|
|
109,389
|
|
|
(16,000
|
)
|
|
724,729
|
|
||||||
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,349
|
)
|
|
—
|
|
|
(1,349
|
)
|
||||||
|
Other comprehensive income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,203
|
|
|
43,203
|
|
||||||
|
Share-based compensation plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
7,950
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,950
|
|
||||||
|
Net shares issued
|
439
|
|
|
—
|
|
|
7,272
|
|
|
31
|
|
|
1,328
|
|
|
—
|
|
|
—
|
|
|
8,600
|
|
||||||
|
June 30, 2017
|
31,498
|
|
|
$
|
31
|
|
|
$
|
652,365
|
|
|
(103
|
)
|
|
$
|
(4,506
|
)
|
|
$
|
108,040
|
|
|
$
|
27,203
|
|
|
$
|
783,133
|
|
|
Assets divested
|
|
||
|
Cash and cash equivalents
|
$
|
76,256
|
|
|
Other current assets
|
977
|
|
|
|
Property, plant and equipment, net
|
4,407
|
|
|
|
Amortizing intangible assets, net
|
1,931
|
|
|
|
Goodwill
|
40,830
|
|
|
|
Deferred income taxes
|
6,446
|
|
|
|
Total assets divested
|
130,847
|
|
|
|
Liabilities transferred
|
|
||
|
Current liabilities
|
2,119
|
|
|
|
Net assets divested
|
$
|
128,728
|
|
|
|
Six Months Ended
|
||||||
|
(in thousands)
|
June 30,
2017 |
|
July 1,
2016 |
||||
|
Noncash investing and financing activities:
|
|
|
|
||||
|
Property, plant and equipment purchases included in accounts payable
|
$
|
4,825
|
|
|
$
|
9,696
|
|
|
Purchase of technology included in accrued expenses
|
—
|
|
|
1,000
|
|
||
|
Divestiture of noncash assets
|
—
|
|
|
54,591
|
|
||
|
Divestiture of liabilities
|
—
|
|
|
2,119
|
|
||
|
|
June 30,
2017 |
|
December 30,
2016 |
||||
|
Raw materials
|
$
|
103,037
|
|
|
$
|
100,738
|
|
|
Work-in-process
|
93,903
|
|
|
89,224
|
|
||
|
Finished goods
|
38,622
|
|
|
35,189
|
|
||
|
Total
|
$
|
235,562
|
|
|
$
|
225,151
|
|
|
|
Medical
|
|
Non- Medical
|
|
Total
|
||||||
|
December 30, 2016
|
$
|
950,326
|
|
|
$
|
17,000
|
|
|
$
|
967,326
|
|
|
Foreign currency translation
|
14,007
|
|
|
—
|
|
|
14,007
|
|
|||
|
June 30, 2017
|
$
|
964,333
|
|
|
$
|
17,000
|
|
|
$
|
981,333
|
|
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Foreign
Currency
Translation
|
|
Net
Carrying
Amount
|
||||||||
|
June 30, 2017
|
|
|
|
|
|
|
|
||||||||
|
Definite-lived:
|
|
|
|
|
|
|
|
||||||||
|
Purchased technology and patents
|
$
|
256,719
|
|
|
$
|
(109,262
|
)
|
|
$
|
3,243
|
|
|
$
|
150,700
|
|
|
Customer lists
|
759,987
|
|
|
(73,896
|
)
|
|
7,472
|
|
|
693,563
|
|
||||
|
Other
|
4,534
|
|
|
(5,201
|
)
|
|
788
|
|
|
121
|
|
||||
|
Total
|
$
|
1,021,240
|
|
|
$
|
(188,359
|
)
|
|
$
|
11,503
|
|
|
$
|
844,384
|
|
|
Indefinite-lived:
|
|
|
|
|
|
|
|
||||||||
|
Trademarks and tradenames
|
|
|
|
|
|
|
|
$
|
90,288
|
|
|||||
|
|
|
|
|
|
|
|
|
||||||||
|
December 30, 2016
|
|
|
|
|
|
|
|
||||||||
|
Definite-lived:
|
|
|
|
|
|
|
|
||||||||
|
Purchased technology and patents
|
$
|
256,719
|
|
|
$
|
(100,719
|
)
|
|
$
|
333
|
|
|
$
|
156,333
|
|
|
Customer lists
|
759,987
|
|
|
(60,474
|
)
|
|
(6,269
|
)
|
|
693,244
|
|
||||
|
Other
|
4,534
|
|
|
(5,142
|
)
|
|
803
|
|
|
195
|
|
||||
|
Total
|
$
|
1,021,240
|
|
|
$
|
(166,335
|
)
|
|
$
|
(5,133
|
)
|
|
$
|
849,772
|
|
|
Indefinite-lived:
|
|
|
|
|
|
|
|
||||||||
|
Trademarks and tradenames
|
|
|
|
|
|
|
|
$
|
90,288
|
|
|||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Cost of sales
|
$
|
4,111
|
|
|
$
|
4,240
|
|
|
$
|
8,195
|
|
|
$
|
8,480
|
|
|
Selling, general and administrative expenses
|
6,799
|
|
|
5,123
|
|
|
13,557
|
|
|
10,259
|
|
||||
|
Research, development and engineering costs, net
|
136
|
|
|
151
|
|
|
272
|
|
|
239
|
|
||||
|
Total intangible asset amortization expense
|
$
|
11,046
|
|
|
$
|
9,514
|
|
|
$
|
22,024
|
|
|
$
|
18,978
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
After 2021
|
||||||||
|
Amortization Expense
|
22,014
|
|
|
45,209
|
|
|
45,303
|
|
|
45,907
|
|
|
$
|
44,784
|
|
|
$
|
641,167
|
|
|
|
June 30,
2017 |
|
December 30,
2016 |
||||
|
Senior secured term loan A
|
$
|
346,875
|
|
|
$
|
356,250
|
|
|
Senior secured term loan B
|
913,286
|
|
|
1,014,750
|
|
||
|
9.125% senior notes due 2023
|
360,000
|
|
|
360,000
|
|
||
|
Revolving line of credit
|
82,000
|
|
|
40,000
|
|
||
|
Unamortized discount on term loan B and debt issuance costs
|
(36,881
|
)
|
|
(40,837
|
)
|
||
|
Total debt
|
1,665,280
|
|
|
1,730,163
|
|
||
|
Less current portion of long-term debt
|
25,781
|
|
|
31,344
|
|
||
|
Total long-term debt
|
$
|
1,639,499
|
|
|
$
|
1,698,819
|
|
|
|
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
After 2021
|
||||||||||||
|
Future minimum principal payments
|
|
$
|
11,718
|
|
|
$
|
30,469
|
|
|
$
|
37,500
|
|
|
$
|
119,500
|
|
|
$
|
229,688
|
|
|
$
|
1,273,286
|
|
|
December 30, 2016
|
$
|
3,800
|
|
|
Amortization during the period
|
(496
|
)
|
|
|
June 30, 2017
|
$
|
3,304
|
|
|
|
Debt Issuance Costs
|
|
Unamortized Discount on TLB Facility
|
|
Total
|
||||||
|
December 30, 2016
|
$
|
32,096
|
|
|
$
|
8,741
|
|
|
$
|
40,837
|
|
|
Financing costs incurred
|
1,789
|
|
|
—
|
|
|
1,789
|
|
|||
|
Write-off of debt issuance costs and unamortized discount
(1)
|
(1,702
|
)
|
|
(792
|
)
|
|
(2,494
|
)
|
|||
|
Amortization during the period
|
(2,607
|
)
|
|
(644
|
)
|
|
(3,251
|
)
|
|||
|
June 30, 2017
|
$
|
29,576
|
|
|
$
|
7,305
|
|
|
$
|
36,881
|
|
|
(1)
|
The Company prepaid a portion of its TLB Facility during the first and second quarters of 2017. The Company recognized losses from extinguishment of debt during the three and six months ended June 30, 2017 of
$0.9 million
and
$2.5 million
, respectively, which is included in Interest Expense, Net in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The loss from extinguishment of debt represents the portion of the unamortized discount and debt issuance costs related to the TLB Facility prepaid.
|
|
Notional Amount
|
|
Start Date
|
|
End Date
|
|
Pay Fixed Rate
|
|
Receive Current Floating Rate
|
|
Fair Value
|
|
Balance Sheet Location
|
||||||
|
$
|
200,000
|
|
|
Jun-17
|
|
Jun-20
|
|
1.1325
|
%
|
|
1.22
|
%
|
|
$
|
3,015
|
|
|
Other Long-Term Assets
|
|
December 30, 2016
|
$
|
7,556
|
|
|
Net defined benefit cost
|
329
|
|
|
|
Benefit payments
|
(47
|
)
|
|
|
Foreign currency translation
|
819
|
|
|
|
June 30, 2017
|
$
|
8,657
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Service cost
|
$
|
115
|
|
|
$
|
110
|
|
|
$
|
225
|
|
|
$
|
218
|
|
|
Interest cost
|
40
|
|
|
45
|
|
|
78
|
|
|
88
|
|
||||
|
Amortization of net loss
|
19
|
|
|
47
|
|
|
36
|
|
|
93
|
|
||||
|
Expected return on plan assets
|
(6
|
)
|
|
(4
|
)
|
|
(10
|
)
|
|
(9
|
)
|
||||
|
Net defined benefit cost
|
$
|
168
|
|
|
$
|
198
|
|
|
$
|
329
|
|
|
$
|
390
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Stock options
|
$
|
283
|
|
|
$
|
585
|
|
|
$
|
993
|
|
|
$
|
1,194
|
|
|
Restricted stock and restricted stock units
|
2,998
|
|
|
1,542
|
|
|
6,957
|
|
|
3,768
|
|
||||
|
Total stock-based compensation expense
|
$
|
3,281
|
|
|
$
|
2,127
|
|
|
$
|
7,950
|
|
|
$
|
4,962
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cost of sales
|
$
|
339
|
|
|
$
|
150
|
|
|
$
|
481
|
|
|
$
|
347
|
|
|
Selling, general and administrative expenses
|
2,733
|
|
|
1,528
|
|
|
4,892
|
|
|
3,183
|
|
||||
|
Research, development and engineering costs, net
|
179
|
|
|
116
|
|
|
284
|
|
|
293
|
|
||||
|
Other operating expenses, net
|
30
|
|
|
333
|
|
|
2,293
|
|
|
1,139
|
|
||||
|
Total stock-based compensation expense
|
$
|
3,281
|
|
|
$
|
2,127
|
|
|
$
|
7,950
|
|
|
$
|
4,962
|
|
|
|
Six Months Ended
|
||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
||||
|
Weighted average fair value
|
$
|
10.58
|
|
|
$
|
9.41
|
|
|
Risk-free interest rate
|
1.69
|
%
|
|
1.58
|
%
|
||
|
Expected volatility
|
37
|
%
|
|
26
|
%
|
||
|
Expected life (in years)
|
4.1
|
|
|
5.0
|
|
||
|
Expected dividend yield
|
—
|
%
|
|
—
|
%
|
||
|
|
Number of
Stock
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(In Years)
|
|
Aggregate
Intrinsic
Value
(In Millions)
|
|||||
|
Outstanding at December 30, 2016
|
1,739,972
|
|
|
$
|
28.26
|
|
|
|
|
|
||
|
Granted
|
57,407
|
|
|
32.99
|
|
|
|
|
|
|||
|
Exercised
|
(406,588
|
)
|
|
21.46
|
|
|
|
|
|
|||
|
Forfeited or expired
|
(33,958
|
)
|
|
45.95
|
|
|
|
|
|
|||
|
Outstanding at June 30, 2017
|
1,356,833
|
|
|
$
|
30.05
|
|
|
6.4
|
|
$
|
19.5
|
|
|
Exercisable at June 30, 2017
|
1,162,235
|
|
|
$
|
29.28
|
|
|
5.8
|
|
$
|
17.4
|
|
|
|
Time-Vested
Activity
|
|
Weighted Average Fair Value
|
|||
|
Nonvested at December 30, 2016
|
39,394
|
|
|
$
|
45.51
|
|
|
Granted
|
264,111
|
|
|
32.45
|
|
|
|
Vested
|
(49,263
|
)
|
|
32.14
|
|
|
|
Forfeited
|
(11,658
|
)
|
|
38.19
|
|
|
|
Nonvested at June 30, 2017
|
242,584
|
|
|
$
|
34.34
|
|
|
|
Performance-
Vested
Activity
|
|
Weighted
Average
Fair Value
|
|||
|
Nonvested at December 30, 2016
|
356,586
|
|
|
$
|
31.87
|
|
|
Granted
|
378,219
|
|
|
30.74
|
|
|
|
Forfeited
|
(284,183
|
)
|
|
30.75
|
|
|
|
Nonvested at June 30, 2017
|
450,622
|
|
|
$
|
31.63
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Investments in capacity and capabilities
|
$
|
1,275
|
|
|
$
|
5,126
|
|
|
$
|
2,865
|
|
|
$
|
9,279
|
|
|
Lake Region Medical consolidations
|
1,461
|
|
|
2,088
|
|
|
2,167
|
|
|
4,447
|
|
||||
|
Acquisition and integration costs
|
2,970
|
|
|
7,859
|
|
|
7,790
|
|
|
17,824
|
|
||||
|
Asset dispositions, severance and other
|
1,118
|
|
|
259
|
|
|
5,674
|
|
|
4,785
|
|
||||
|
Other consolidation and optimization initiatives
|
96
|
|
|
162
|
|
|
195
|
|
|
299
|
|
||||
|
Total other operating expenses, net
|
$
|
6,920
|
|
|
$
|
15,494
|
|
|
$
|
18,691
|
|
|
$
|
36,634
|
|
|
•
|
Functions performed at the Company’s facility in Plymouth, MN to manufacture catheters and introducers will transfer into the Company’s existing facility in Tijuana, Mexico. This initiative is expected to be substantially completed by the end of 2017 and is dependent upon our customers’ validation and qualification of the transferred products as well as regulatory approvals worldwide.
|
|
•
|
Functions performed at the Company’s facilities in Beaverton, OR and Raynham, MA to manufacture products for the portable medical market were transferred to a new facility in Tijuana, Mexico. Products manufactured at the Beaverton facility, which do not serve the portable medical market, were transferred to the Company’s Raynham facility. This initiative was substantially completed during the first half of 2016. The final closure of the Beaverton, OR site occurred in the fourth quarter of 2016.
|
|
•
|
The design engineering responsibilities previously performed at the Company’s Cleveland, OH facility were transferred to the Company’s facilities in Minnesota in 2015.
|
|
•
|
The realignment of the Company’s commercial sales operations was completed in 2015.
|
|
•
|
Severance and retention: $
6.0 million
- $
7.0 million
;
|
|
•
|
Accelerated depreciation and asset write-offs: $
3.0 million
-
$3.0 million
; and
|
|
•
|
Other: $
44.0 million
- $
45.0 million
|
|
|
Severance and Retention
|
|
Accelerated
Depreciation/
Asset Write-offs
|
|
Other
|
|
Total
|
||||||||
|
December 30, 2016
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
66
|
|
|
Restructuring charges
|
188
|
|
|
—
|
|
|
2,677
|
|
|
2,865
|
|
||||
|
Cash payments
|
(157
|
)
|
|
—
|
|
|
(2,647
|
)
|
|
(2,804
|
)
|
||||
|
June 30, 2017
|
$
|
97
|
|
|
$
|
—
|
|
|
$
|
30
|
|
|
$
|
127
|
|
|
•
|
Severance and retention:
$8.0 million
-
$10.0 million
;
|
|
•
|
Accelerated depreciation and asset write-offs: approximately
$1.0 million
-
$2.0 million
; and
|
|
•
|
Other:
$11.0 million
-
$13.0 million
.
|
|
|
Severance and Retention
|
|
Accelerated
Depreciation/
Asset Write-offs
|
|
Other
|
|
Total
|
||||||||
|
December 30, 2016
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
402
|
|
|
$
|
1,131
|
|
|
Restructuring charges
|
737
|
|
|
—
|
|
|
1,430
|
|
|
2,167
|
|
||||
|
Cash payments
|
(510
|
)
|
|
—
|
|
|
(1,532
|
)
|
|
(2,042
|
)
|
||||
|
June 30, 2017
|
$
|
956
|
|
|
$
|
—
|
|
|
$
|
300
|
|
|
$
|
1,256
|
|
|
December 30, 2016
|
$
|
3,911
|
|
|
Additions to warranty reserve, net of reversals
|
1,235
|
|
|
|
Warranty claims settled
|
(1,032
|
)
|
|
|
June 30, 2017
|
$
|
4,114
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Increase in sales
|
$
|
163
|
|
|
$
|
—
|
|
|
$
|
139
|
|
|
$
|
—
|
|
|
Increase (decrease) in cost of sales
|
(179
|
)
|
|
768
|
|
|
883
|
|
|
1,387
|
|
||||
|
Ineffective portion of change in fair value
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Aggregate
Notional
Amount
|
|
Start
Date
|
|
End
Date
|
|
$/Foreign Currency
|
|
Fair
Value
|
|
Balance Sheet Location
|
||||||
|
$
|
12,327
|
|
|
Jan 2017
|
|
Dec 2017
|
|
0.0514
|
|
Peso
|
|
$
|
710
|
|
|
Prepaid expenses and other current assets
|
|
$
|
12,896
|
|
|
Feb 2017
|
|
Dec 2017
|
|
1.0747
|
|
Euro
|
|
$
|
877
|
|
|
Prepaid expenses and other current assets
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Numerator for basic and diluted EPS:
|
|
|
|
|
|
|
|
||||||||
|
Net income (loss)
|
$
|
2,990
|
|
|
$
|
(770
|
)
|
|
$
|
(1,349
|
)
|
|
$
|
(13,430
|
)
|
|
Denominator for basic EPS:
|
|
|
|
|
|
|
|
||||||||
|
Weighted average shares outstanding
|
31,302
|
|
|
30,767
|
|
|
31,159
|
|
|
30,743
|
|
||||
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
||||||||
|
Stock options, restricted stock and restricted stock units
|
680
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Denominator for diluted EPS
|
31,982
|
|
|
30,767
|
|
|
31,159
|
|
|
30,743
|
|
||||
|
Basic EPS
|
$
|
0.10
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.44
|
)
|
|
Diluted EPS
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(0.44
|
)
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||
|
Time-vested stock options, restricted stock and RSUs
|
556
|
|
|
1,916
|
|
|
1,599
|
|
|
1,916
|
|
|
Performance-vested restricted stock and PSUs
|
180
|
|
|
417
|
|
|
451
|
|
|
417
|
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
|
March 31, 2017
|
$
|
(1,475
|
)
|
|
$
|
4,112
|
|
|
$
|
(9,124
|
)
|
|
$
|
(6,487
|
)
|
|
$
|
(1,227
|
)
|
|
$
|
(7,714
|
)
|
|
Unrealized gain on cash flow hedges
|
—
|
|
|
1,069
|
|
|
—
|
|
|
1,069
|
|
|
(374
|
)
|
|
695
|
|
||||||
|
Realized gain on foreign currency hedges
|
—
|
|
|
(342
|
)
|
|
—
|
|
|
(342
|
)
|
|
120
|
|
|
(222
|
)
|
||||||
|
Realized gain on interest rate swap hedges
|
—
|
|
|
(238
|
)
|
|
—
|
|
|
(238
|
)
|
|
83
|
|
|
(155
|
)
|
||||||
|
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
34,599
|
|
|
34,599
|
|
|
—
|
|
|
34,599
|
|
||||||
|
June 30, 2017
|
$
|
(1,475
|
)
|
|
$
|
4,601
|
|
|
$
|
25,475
|
|
|
$
|
28,601
|
|
|
$
|
(1,398
|
)
|
|
$
|
27,203
|
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
|
December 30, 2016
|
$
|
(1,475
|
)
|
|
$
|
1,420
|
|
|
$
|
(15,660
|
)
|
|
$
|
(15,715
|
)
|
|
$
|
(285
|
)
|
|
$
|
(16,000
|
)
|
|
Unrealized gain on cash flow hedges
|
—
|
|
|
2,781
|
|
|
—
|
|
|
2,781
|
|
|
(973
|
)
|
|
1,808
|
|
||||||
|
Realized loss on foreign currency hedges
|
—
|
|
|
744
|
|
|
—
|
|
|
744
|
|
|
(260
|
)
|
|
484
|
|
||||||
|
Realized gain on interest rate swap hedges
|
—
|
|
|
(344
|
)
|
|
—
|
|
|
(344
|
)
|
|
120
|
|
|
(224
|
)
|
||||||
|
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
41,135
|
|
|
41,135
|
|
|
—
|
|
|
41,135
|
|
||||||
|
June 30, 2017
|
$
|
(1,475
|
)
|
|
$
|
4,601
|
|
|
$
|
25,475
|
|
|
$
|
28,601
|
|
|
$
|
(1,398
|
)
|
|
$
|
27,203
|
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
|
April 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(1,827
|
)
|
|
$
|
22,369
|
|
|
$
|
19,363
|
|
|
$
|
1,134
|
|
|
$
|
20,497
|
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(2,687
|
)
|
|
—
|
|
|
(2,687
|
)
|
|
940
|
|
|
(1,747
|
)
|
||||||
|
Realized loss on foreign currency hedges
|
—
|
|
|
768
|
|
|
—
|
|
|
768
|
|
|
(268
|
)
|
|
500
|
|
||||||
|
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
(9,701
|
)
|
|
(9,701
|
)
|
|
—
|
|
|
(9,701
|
)
|
||||||
|
July 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(3,746
|
)
|
|
$
|
12,668
|
|
|
$
|
7,743
|
|
|
$
|
1,806
|
|
|
$
|
9,549
|
|
|
|
Defined
Benefit
Plan
Liability
|
|
Cash
Flow
Hedges
|
|
Foreign
Currency
Translation
Adjustment
|
|
Total
Pre-Tax
Amount
|
|
Tax
|
|
Net-of-Tax
Amount
|
||||||||||||
|
January 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(2,392
|
)
|
|
$
|
3,609
|
|
|
$
|
38
|
|
|
$
|
1,332
|
|
|
$
|
1,370
|
|
|
Unrealized loss on cash flow hedges
|
—
|
|
|
(2,741
|
)
|
|
—
|
|
|
(2,741
|
)
|
|
959
|
|
|
(1,782
|
)
|
||||||
|
Realized loss on foreign currency hedges
|
—
|
|
|
1,387
|
|
|
—
|
|
|
1,387
|
|
|
(485
|
)
|
|
902
|
|
||||||
|
Foreign currency translation gain
|
—
|
|
|
—
|
|
|
9,059
|
|
|
9,059
|
|
|
—
|
|
|
9,059
|
|
||||||
|
July 1, 2016
|
$
|
(1,179
|
)
|
|
$
|
(3,746
|
)
|
|
$
|
12,668
|
|
|
$
|
7,743
|
|
|
$
|
1,806
|
|
|
$
|
9,549
|
|
|
|
|
Fair Value
|
|
Quoted
Prices in
Active
Markets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
June 30, 2017
|
|
|
|
|
|
|
|
|
||||||||
|
Assets: Foreign currency contracts
|
|
$
|
1,587
|
|
|
$
|
—
|
|
|
$
|
1,587
|
|
|
$
|
—
|
|
|
Assets: Interest rate swap
|
|
3,015
|
|
|
—
|
|
|
3,015
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
December 30, 2016
|
|
|
|
|
|
|
|
|
||||||||
|
Assets: Interest rate swaps
|
|
$
|
3,482
|
|
|
$
|
—
|
|
|
$
|
3,482
|
|
|
$
|
—
|
|
|
Liabilities: Foreign currency contracts
|
|
2,063
|
|
|
—
|
|
|
2,063
|
|
|
—
|
|
||||
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Segment sales by product line:
|
|
|
|
|
|
|
|
||||||||
|
Medical
|
|
|
|
|
|
|
|
||||||||
|
Cardio & Vascular
|
$
|
132,231
|
|
|
$
|
122,253
|
|
|
$
|
257,339
|
|
|
$
|
235,924
|
|
|
Cardiac & Neuromodulation
|
106,185
|
|
|
106,919
|
|
|
209,998
|
|
|
215,452
|
|
||||
|
Advanced Surgical, Orthopedics & Portable Medical
|
108,560
|
|
|
109,391
|
|
|
213,706
|
|
|
207,753
|
|
||||
|
Total Medical
|
346,976
|
|
|
338,563
|
|
|
681,043
|
|
|
659,129
|
|
||||
|
Non-Medical
|
15,743
|
|
|
9,819
|
|
|
27,089
|
|
|
21,491
|
|
||||
|
Total sales
|
$
|
362,719
|
|
|
$
|
348,382
|
|
|
$
|
708,132
|
|
|
$
|
680,620
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Segment income from operations:
|
|
|
|
|
|
|
|
||||||||
|
Medical
|
$
|
55,233
|
|
|
$
|
41,869
|
|
|
$
|
105,593
|
|
|
$
|
73,710
|
|
|
Non-Medical
|
4,940
|
|
|
3,062
|
|
|
6,502
|
|
|
2,051
|
|
||||
|
Total segment income from operations
|
60,173
|
|
|
44,931
|
|
|
112,095
|
|
|
75,761
|
|
||||
|
Unallocated operating expenses
|
(20,434
|
)
|
|
(15,662
|
)
|
|
(45,811
|
)
|
|
(35,358
|
)
|
||||
|
Operating income
|
39,739
|
|
|
29,269
|
|
|
66,284
|
|
|
40,403
|
|
||||
|
Unallocated expenses, net
|
(35,623
|
)
|
|
(28,582
|
)
|
|
(66,363
|
)
|
|
(52,478
|
)
|
||||
|
Income (loss) before provision for income taxes
|
$
|
4,116
|
|
|
$
|
687
|
|
|
$
|
(79
|
)
|
|
$
|
(12,075
|
)
|
|
(16.)
|
IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
|
|
•
|
recording all tax effects associated with stock-based compensation through the income statement, as opposed to recording certain amounts in other paid-in capital, which eliminates the requirements to calculate a windfall pool;
|
|
•
|
allowing entities to withhold shares to satisfy the employer’s statutory tax withholding requirement up to the highest marginal tax rate applicable to employees rather than the employer’s minimum statutory rate, without requiring liability classification for the award;
|
|
•
|
modifying the requirement to estimate the number of awards that will ultimately vest by providing an accounting policy election to either estimate the number of forfeitures or recognize forfeitures as they occur;
|
|
•
|
changing certain presentation requirements in the statement of cash flows, including removing the requirement to present excess tax benefits as an inflow from financing activities and an outflow from operating activities, and requiring the cash paid to taxing authorities arising from withheld shares to be classified as a financing activity; and
|
|
•
|
the assumed proceeds from applying the treasury stock method when computing EPS is amended to exclude the amount of excess tax benefits that would be recognized in additional paid-in capital.
|
|
•
|
future sales, expenses, and profitability;
|
|
•
|
future development and expected growth of our business and industry;
|
|
•
|
our ability to execute our business model and our business strategy;
|
|
•
|
our ability to identify trends within our industries and to offer products and services that meet the changing needs of those markets;
|
|
•
|
our ability to remain in compliance with the financial covenants contained in the agreement governing our Senior Secured Credit Facilities; and
|
|
•
|
projected capital expenditures.
|
|
•
|
Sales for the
second
quarter and first
six
months of 2017 increased 4% for each period. In comparison to the prior year periods, foreign currency exchange rates decreased sales by approximately $1.2 million and $2.6 million for the
second
quarter and first
six
months of 2017, respectively, and the Spin-off decreased sales by $1.2 million for the first
six
months of 2017. Excluding these amounts, organic sales for the
second
quarter and first
six
months of 2017 each increased 5%, primarily driven by market growth, new business wins, as well as lower comparables versus 2016 in our Cardio & Vascular and Advanced Surgical, Orthopedics & Portable Medical product lines due to the disruption of supply caused by the transfer of certain product lines throughout 2016;
|
|
•
|
Gross profit for the
second
quarter and first
six
months of 2017 increased $3.2 million and $3.0 million, respectively, primarily due to the increase in sales discussed above;
|
|
•
|
Operating expenses for the
second
quarter and first
six
months of 2017 were lower by $7.2 million and $22.9 million, respectively, primarily due to the results of Nuvectra not being included after the Spin-off ($4.7 million YTD), lower consolidation and integration charges ($9.4 million QTD, $18.8 million YTD), and various efficiencies and synergies gained as a result of our integration and consolidation initiatives partially offset by higher performance based compensation ($1.4 million QTD and YTD);
|
|
•
|
Interest expense for the
second
quarter and first
six
months of 2017 declined $2.3 million and $1.0 million, respectively, primarily due to the amendment of our Term Loan B Facility in March 2017, which lowered the interest rate by 75 basis points, as well as the repayment of $68.8 million of debt during the first six months of 2017. These reductions were partially offset by the accelerated write-off of deferred fees and original issue discount due to the accelerated pay down of debt during the first half of 2017 ($0.9 million QTD, $2.5 million YTD); and
|
|
•
|
Other (income) loss, net - higher losses on our cost and equity method investments ($4.3 million QTD, $6.0 million YTD) and higher foreign currency exchange rate losses ($5.0 million QTD, $8.8 million YTD) driven by the remeasurement of intercompany loans and the weakening of the U.S. dollar relative to the Euro during the first half of 2017, which are primarily non-cash in nature.
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
|
June 30, 2017
|
|
July 1, 2016
|
||||||||||||||||||||
|
|
Pre-Tax
|
|
Net Income
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net Income (Loss)
|
|
Per
Diluted
Share
|
||||||||||||
|
As reported (GAAP)
|
$
|
4,116
|
|
|
$
|
2,990
|
|
|
$
|
0.09
|
|
|
$
|
687
|
|
|
$
|
(770
|
)
|
|
$
|
(0.03
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Amortization of intangibles
(a)
|
11,046
|
|
|
7,815
|
|
|
0.24
|
|
|
9,514
|
|
|
6,732
|
|
|
0.22
|
|
||||||
|
IP related litigation (SG&A)
(a)(b)
|
915
|
|
|
595
|
|
|
0.02
|
|
|
285
|
|
|
185
|
|
|
0.01
|
|
||||||
|
Consolidation and optimization expenses (OOE)
(a)(c)
|
2,832
|
|
|
2,093
|
|
|
0.07
|
|
|
7,376
|
|
|
5,975
|
|
|
0.19
|
|
||||||
|
Acquisition and integration expenses (OOE)
(a)(d)
|
2,970
|
|
|
2,037
|
|
|
0.06
|
|
|
7,859
|
|
|
5,145
|
|
|
0.16
|
|
||||||
|
Asset dispositions, severance and other (OOE)
(a)(e)
|
1,118
|
|
|
727
|
|
|
0.02
|
|
|
259
|
|
|
197
|
|
|
0.01
|
|
||||||
|
Loss on cost and equity method investments, net
(a)
|
4,427
|
|
|
2,877
|
|
|
0.09
|
|
|
124
|
|
|
81
|
|
|
—
|
|
||||||
|
Loss on extinguishment of debt
(a)(f)
|
935
|
|
|
608
|
|
|
0.02
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Taxes
(a)
|
(8,617
|
)
|
|
—
|
|
|
—
|
|
|
(8,559
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Adjusted (Non-GAAP)
|
|
|
|
$
|
19,742
|
|
|
$
|
0.62
|
|
|
|
|
|
$
|
17,545
|
|
|
$
|
0.56
|
|
||
|
Diluted weighted average shares for adjusted EPS
(h)
|
|
|
|
31,982
|
|
|
|
|
|
|
|
|
31,228
|
|
|
|
|
||||||
|
|
Six Months Ended
|
||||||||||||||||||||||
|
|
June 30, 2017
|
|
July 1, 2016
|
||||||||||||||||||||
|
|
Pre-Tax
|
|
Net Income (Loss)
|
|
Per
Diluted
Share
|
|
Pre-Tax
|
|
Net Income (Loss)
|
|
Per
Diluted
Share
|
||||||||||||
|
As reported (GAAP)
|
$
|
(79
|
)
|
|
$
|
(1,349
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(12,075
|
)
|
|
$
|
(13,430
|
)
|
|
$
|
(0.44
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Amortization of intangibles
(a)
|
22,024
|
|
|
15,561
|
|
|
0.49
|
|
|
18,978
|
|
|
13,423
|
|
|
0.43
|
|
||||||
|
IP related litigation (SG&A)
(a)(b)
|
1,292
|
|
|
840
|
|
|
0.03
|
|
|
2,192
|
|
|
1,425
|
|
|
0.05
|
|
||||||
|
Consolidation and optimization expenses (OOE)
(a)(c)
|
5,227
|
|
|
3,992
|
|
|
0.13
|
|
|
14,025
|
|
|
11,289
|
|
|
0.36
|
|
||||||
|
Acquisition and integration expenses (OOE)
(a)(d)
|
7,790
|
|
|
5,170
|
|
|
0.16
|
|
|
17,824
|
|
|
11,656
|
|
|
0.37
|
|
||||||
|
Asset dispositions, severance and other (OOE)
(a)(e)
|
5,674
|
|
|
3,684
|
|
|
0.12
|
|
|
4,785
|
|
|
4,423
|
|
|
0.14
|
|
||||||
|
(Gain) loss on cost and equity method investments, net
(a)
|
4,825
|
|
|
3,136
|
|
|
0.10
|
|
|
(1,177
|
)
|
|
(765
|
)
|
|
(0.02
|
)
|
||||||
|
Loss on extinguishment of debt
(a)(f)
|
2,494
|
|
|
1,621
|
|
|
0.05
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
Nuvectra results prior to Spin-off
(a)(g)
|
—
|
|
|
—
|
|
|
—
|
|
|
4,037
|
|
|
2,624
|
|
|
0.08
|
|
||||||
|
Taxes
(a)
|
(16,592
|
)
|
|
—
|
|
|
—
|
|
|
(17,944
|
)
|
|
—
|
|
|
—
|
|
||||||
|
Adjusted (Non-GAAP)
|
|
|
$
|
32,655
|
|
|
$
|
1.03
|
|
|
|
|
$
|
30,645
|
|
|
$
|
0.98
|
|
||||
|
Diluted weighted average shares for adjusted EPS
(h)
|
|
|
31,833
|
|
|
|
|
|
|
31,257
|
|
|
|
||||||||||
|
(a)
|
The difference between pre-tax and net income (loss) amounts is the estimated tax impact related to the respective adjustment. Net income amounts are computed using a 35% U.S. tax rate, and the statutory tax rates in Mexico, Germany, France, Netherlands, Uruguay, Ireland and Switzerland, as adjusted for the existence of net operating losses. Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.
|
|
(b)
|
In 2013, we filed suit against AVX Corporation alleging they were infringing our intellectual property. Given the complexity and significant costs incurred pursuing this litigation, we are excluding these litigation expenses from adjusted amounts. This matter proceeded to trial during the first quarter of 2016 and a federal jury awarded the Company $37.5 million in damages. This finding is subject to post-trial proceedings currently scheduled to be held in August 2017. To date, no gains have been recognized in connection with this litigation.
|
|
(c)
|
During 2017 and 2016, we incurred costs primarily related to the transfer of our Beaverton, OR portable medical and Plymouth, MN vascular manufacturing operations to Tijuana, Mexico, the closure of our Arvada, CO, site and the consolidation of our two Galway, Ireland sites. In addition, 2017 costs also include expenses related to the closure of our Clarence, NY facility.
|
|
(d)
|
Reflects acquisition and integration costs related to the acquisition of Lake Region Medical, which was acquired in October 2015.
|
|
(e)
|
Amounts for the second quarter of 2017 include approximately $0.6 million ($5.3 million YTD) of expense related to our CEO, CFO and Chief Human Resources Officer transitions. Costs for 2016 primarily include legal and professional fees incurred in connection with the Spin-off, which was completed in March 2016.
|
|
(f)
|
Represents debt extinguishment charges in connection with pre-payments made on our Term Loan B Facility during 2017, which are included in Interest Expense, Net.
|
|
(g)
|
Represents the results of Nuvectra prior to the Spin-off on March 14, 2016.
|
|
(h)
|
The diluted weighted average shares for adjusted EPS for the six months ended
June 30, 2017
include 674,000 of potentially dilutive shares not included in the computation of diluted weighted average common shares for GAAP diluted EPS purpose because their effect would have been anti-dilutive given the Company’s net loss in that period. The diluted weighted average shares for adjusted EPS for the three and six months ended July 1, 2016 include 461,000 and 514,000, respectively, of potentially dilutive shares not included in the computation of diluted weighted average common shares for GAAP diluted EPS purposes because their effect would have been anti-dilutive given the Company’s net loss in those periods.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Net income (loss) (GAAP)
|
$
|
2,990
|
|
|
$
|
(770
|
)
|
|
$
|
(1,349
|
)
|
|
$
|
(13,430
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
|
Interest expense
|
25,647
|
|
|
27,908
|
|
|
54,540
|
|
|
55,525
|
|
||||
|
Provision for income taxes
|
1,126
|
|
|
1,457
|
|
|
1,270
|
|
|
1,355
|
|
||||
|
Depreciation
|
13,813
|
|
|
13,121
|
|
|
27,441
|
|
|
26,070
|
|
||||
|
Amortization
|
11,046
|
|
|
9,514
|
|
|
22,024
|
|
|
18,978
|
|
||||
|
EBITDA
|
54,622
|
|
|
51,230
|
|
|
103,926
|
|
|
88,498
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
IP related litigation
|
915
|
|
|
285
|
|
|
1,292
|
|
|
2,192
|
|
||||
|
Stock-based compensation (excluding OOE)
|
3,251
|
|
|
1,794
|
|
|
5,657
|
|
|
3,823
|
|
||||
|
Consolidation and optimization expenses
|
2,832
|
|
|
7,376
|
|
|
5,227
|
|
|
14,025
|
|
||||
|
Acquisition and integration expenses
|
2,970
|
|
|
7,859
|
|
|
7,790
|
|
|
17,824
|
|
||||
|
Asset dispositions, severance and other
|
1,118
|
|
|
259
|
|
|
5,674
|
|
|
4,785
|
|
||||
|
Noncash (gain) loss on cost and equity method investments
|
4,427
|
|
|
124
|
|
|
4,825
|
|
|
(515
|
)
|
||||
|
Nuvectra results prior to Spin-off
|
—
|
|
|
—
|
|
|
—
|
|
|
3,665
|
|
||||
|
Adjusted EBITDA (Non-GAAP)
|
$
|
70,135
|
|
|
$
|
68,927
|
|
|
$
|
134,391
|
|
|
$
|
134,297
|
|
|
|
GAAP
|
|
Non-GAAP
(b)
|
||||
|
|
As Reported
|
|
Growth
|
|
Adjusted
|
|
Growth
|
|
Sales
|
$1,400 to $1,430
|
|
1% to 3%
|
|
$1,400 to $1,430
|
|
1% to 3%
|
|
Earnings per Diluted Share
(a)
|
$0.60 to $1.00
|
|
Favorable
|
|
$2.55 - $2.95
|
|
(5)% to 10%
|
|
Cash Flow from Operations
|
~$150
|
|
42%
|
|
|
|
|
|
(a)
|
Except as described below, further reconciliations by line item to the closest corresponding GAAP financial measures for Adjusted EPS, included in our “2017 Outlook” above, are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and visibility of the charges excluded from this non-GAAP financial measure.
|
|
(b)
|
Adjusted EPS for 2017 is expected to consist of GAAP Net Income and EPS, excluding items such as intangible amortization ($44 million), IP related litigation costs, and consolidation, acquisition, integration, asset disposition and write-down charges, and loss on extinguishment of debt totaling approximately $90 million. The after-tax impact of these items is estimated to be approximately $62 million, or approximately $1.95 per diluted share.
|
|
Initiative
|
|
Expected Expense
|
|
Expected Capital
|
|
Expected Benefit to Operating Income
(a)
|
|
Expected Completion
|
|
Investments in capacity and capabilities
|
|
$53 - $55
|
|
$24 - $25
|
|
> $20
|
|
2017
|
|
Lake Region Medical consolidations
|
|
$20 - $25
|
|
$5 - $6
|
|
$12 - $13
|
|
2018
|
|
(a)
|
Represents the annual benefit to our operating income expected to be realized from these initiatives through cost savings and/or increased capacity. These benefits will be phased in over time as the various initiatives are completed, and some of which are already included in our current period results.
|
|
◦
|
potential manufacturing consolidations;
|
|
◦
|
continuous improvement and productivity initiatives;
|
|
◦
|
direct material and indirect expense savings opportunities; and
|
|
◦
|
the establishment of centers of excellence around the world.
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
|
June 30,
|
|
July 1,
|
|
Change
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
Medical Sales:
|
|
|
|
|
|
|
|
|||||||
|
Cardio & Vascular
|
$
|
132,231
|
|
|
$
|
122,253
|
|
|
$
|
9,978
|
|
|
8.2
|
%
|
|
Cardiac & Neuromodulation
|
106,185
|
|
|
106,919
|
|
|
(734
|
)
|
|
(0.7
|
)%
|
|||
|
Advanced Surgical, Orthopedics & Portable Medical
|
108,560
|
|
|
109,391
|
|
|
(831
|
)
|
|
(0.8
|
)%
|
|||
|
Total Medical Sales
|
346,976
|
|
|
338,563
|
|
|
8,413
|
|
|
2.5
|
%
|
|||
|
Non-Medical
|
15,743
|
|
|
9,819
|
|
|
5,924
|
|
|
60.3
|
%
|
|||
|
Total Sales
|
362,719
|
|
|
348,382
|
|
|
14,337
|
|
|
4.1
|
%
|
|||
|
Cost of sales
|
263,447
|
|
|
252,351
|
|
|
11,096
|
|
|
4.4
|
%
|
|||
|
Gross profit
|
99,272
|
|
|
96,031
|
|
|
3,241
|
|
|
3.4
|
%
|
|||
|
Gross profit as a % of sales
|
27.4
|
%
|
|
27.6
|
%
|
|
|
|
|
|||||
|
Selling, general and administrative expenses (“SG&A”)
|
39,724
|
|
|
37,628
|
|
|
2,096
|
|
|
5.6
|
%
|
|||
|
SG&A as a % of sales
|
11.0
|
%
|
|
10.8
|
%
|
|
|
|
|
|||||
|
Research, development and engineering costs, net (“RD&E”)
|
12,889
|
|
|
13,640
|
|
|
(751
|
)
|
|
(5.5
|
)%
|
|||
|
RD&E as a % of sales
|
3.6
|
%
|
|
3.9
|
%
|
|
|
|
|
|||||
|
Other operating expenses, net
|
6,920
|
|
|
15,494
|
|
|
(8,574
|
)
|
|
(55.3
|
)%
|
|||
|
Operating income
|
39,739
|
|
|
29,269
|
|
|
10,470
|
|
|
26.3
|
%
|
|||
|
Operating margin
|
11.0
|
%
|
|
8.4
|
%
|
|
|
|
|
|||||
|
Interest expense, net
|
25,647
|
|
|
27,908
|
|
|
(2,261
|
)
|
|
(8.1
|
)%
|
|||
|
Other loss, net
|
9,976
|
|
|
674
|
|
|
9,302
|
|
|
NM
|
||||
|
Income before provision for income taxes
|
4,116
|
|
|
687
|
|
|
3,429
|
|
|
NM
|
||||
|
Provision for income taxes
|
1,126
|
|
|
1,457
|
|
|
(331
|
)
|
|
(22.7
|
)%
|
|||
|
Effective tax rate
|
27.4
|
%
|
|
0.8
|
%
|
|
|
|
|
|||||
|
Net income (loss)
|
$
|
2,990
|
|
|
$
|
(770
|
)
|
|
$
|
3,760
|
|
|
NM
|
|
|
Net income (loss) as a % of sales
|
0.8
|
%
|
|
(0.2
|
)%
|
|
|
|
|
|||||
|
Diluted earnings (loss) per share
|
$
|
0.09
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.12
|
|
|
NM
|
|
|
|
Six Months Ended
|
|
|
|
|
|||||||||
|
|
June 30,
|
|
July 1,
|
|
Change
|
|||||||||
|
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
|
Medical Sales:
|
|
|
|
|
|
|
|
|||||||
|
Cardio & Vascular
|
$
|
257,339
|
|
|
$
|
235,924
|
|
|
$
|
21,415
|
|
|
9.1
|
%
|
|
Cardiac & Neuromodulation
|
209,998
|
|
|
215,452
|
|
|
(5,454
|
)
|
|
(2.5
|
)%
|
|||
|
Advanced Surgical, Orthopedics & Portable Medical
|
213,706
|
|
|
207,753
|
|
|
5,953
|
|
|
2.9
|
%
|
|||
|
Total Medical Sales
|
681,043
|
|
|
659,129
|
|
|
21,914
|
|
|
3.3
|
%
|
|||
|
Non-Medical
|
27,089
|
|
|
21,491
|
|
|
5,598
|
|
|
26.0
|
%
|
|||
|
Total Sales
|
708,132
|
|
|
680,620
|
|
|
27,512
|
|
|
4.0
|
%
|
|||
|
Cost of sales
|
517,634
|
|
|
493,121
|
|
|
24,513
|
|
|
5.0
|
%
|
|||
|
Gross profit
|
190,498
|
|
|
187,499
|
|
|
2,999
|
|
|
1.6
|
%
|
|||
|
Gross profit as a % of sales
|
26.9
|
%
|
|
27.5
|
%
|
|
|
|
|
|||||
|
SG&A
|
79,223
|
|
|
79,516
|
|
|
(293
|
)
|
|
(0.4
|
)%
|
|||
|
SG&A as a % of sales
|
11.2
|
%
|
|
11.7
|
%
|
|
|
|
|
|||||
|
RD&E
|
26,300
|
|
|
30,946
|
|
|
(4,646
|
)
|
|
(15.0
|
)%
|
|||
|
RD&E as a % of sales
|
3.7
|
%
|
|
4.5
|
%
|
|
|
|
|
|||||
|
Other operating expenses, net
|
18,691
|
|
|
36,634
|
|
|
(17,943
|
)
|
|
(49.0
|
)%
|
|||
|
Operating income
|
66,284
|
|
|
40,403
|
|
|
25,881
|
|
|
64.1
|
%
|
|||
|
Operating margin
|
9.4
|
%
|
|
5.9
|
%
|
|
|
|
|
|||||
|
Interest expense, net
|
54,540
|
|
|
55,525
|
|
|
(985
|
)
|
|
(1.8
|
)%
|
|||
|
Other (income) loss, net
|
11,823
|
|
|
(3,047
|
)
|
|
14,870
|
|
|
NM
|
||||
|
Loss before provision for income taxes
|
(79
|
)
|
|
(12,075
|
)
|
|
11,996
|
|
|
(99.3
|
)%
|
|||
|
Provision for income taxes
|
1,270
|
|
|
1,355
|
|
|
(85
|
)
|
|
(6.3
|
)%
|
|||
|
Effective tax rate
|
NM
|
|
NM
|
|
|
|
|
|||||||
|
Net loss
|
$
|
(1,349
|
)
|
|
$
|
(13,430
|
)
|
|
$
|
12,081
|
|
|
(90.0
|
)%
|
|
Net loss as a % of sales
|
(0.2
|
)%
|
|
(2.0
|
)%
|
|
|
|
|
|||||
|
Diluted loss per share
|
$
|
(0.04
|
)
|
|
$
|
(0.44
|
)
|
|
$
|
0.40
|
|
|
(90.9
|
)%
|
|
|
Change From Prior Year
|
||||
|
|
Three
Months
|
|
Six
Months
|
||
|
Price
(a)
|
(1.0
|
)%
|
|
(1.1
|
)%
|
|
Mix
(b)
|
0.2
|
|
|
(0.1
|
)
|
|
Incentive compensation
(c)
|
(0.6
|
)
|
|
(0.4
|
)
|
|
Production efficiencies and volume
(d)
|
1.2
|
|
|
1.0
|
|
|
Total percentage point change to gross profit as a percentage of sales
|
(0.2
|
)%
|
|
(0.6
|
)%
|
|
(a)
|
Our Gross Margin for 2017 has been negatively impacted by price concessions given to our larger OEM customers in return for long-term volume commitments.
|
|
(b)
|
Our Gross Margin for the first six months of 2017 has been negatively impacted by a higher mix of sales of lower margin products. Our Gross Margin for the second quarter of 2017 benefited from a higher mix of sales of higher margin products.
|
|
(c)
|
Amounts represent the impact to our Gross Margin attributable to our cash and stock incentive programs. Performance-based compensation is accrued based upon actual results achieved.
|
|
(d)
|
Represents various increases and decreases to our Gross Margin. Overall, our Gross Margin for 2017 has been positively impacted by production efficiencies and synergies gained as a result of our integration and consolidation initiatives as well as higher volumes in comparison to the respective 2016 period.
|
|
|
Change From Prior Year
|
||||||
|
|
Three
Months
|
|
Six
Months
|
||||
|
Nuvectra SG&A
(a)
|
$
|
—
|
|
|
$
|
(1,913
|
)
|
|
Legal expenses
(b)
|
1,025
|
|
|
(446
|
)
|
||
|
Intangible asset amortization
(c)
|
1,676
|
|
|
3,298
|
|
||
|
Incentive compensation programs
(d)
|
954
|
|
|
1,107
|
|
||
|
Other
(e)
|
(1,559
|
)
|
|
(2,339
|
)
|
||
|
Net increase (decrease) in SG&A Expenses
|
$
|
2,096
|
|
|
$
|
(293
|
)
|
|
(a)
|
Amount represents the impact to our SG&A related to the over-head costs divested as a result of the Spin-off of Nuvectra in March 2016.
|
|
(b)
|
Amounts represent the change in legal costs compared to the prior year period. These variances were primarily due to the timing of legal expenses incurred related to our on-going patent infringement case. Refer to Note 11 “Commitments and Contingencies” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for information related to this patent infringement litigation.
|
|
(c)
|
Amounts represent the increase in intangible asset amortization (i.e. customer list), which is amortized based upon the forecasted cash flows at the time of acquisition for the respective asset.
|
|
(d)
|
Amounts represent the impact to our SG&A attributable to our cash and stock incentive programs. Performance-based compensation is accrued based upon actual results achieved.
|
|
(e)
|
Represents various increases and decreases to our SG&A. Overall, our SG&A for 2017 has been positively impacted by efficiencies and synergies gained as a result of our integration and consolidation initiatives.
|
|
|
Change From Prior Year
|
||||||
|
|
Three
Months
|
|
Six
Months
|
||||
|
Nuvectra RD&E
(a)
|
$
|
—
|
|
|
$
|
(2,830
|
)
|
|
Customer cost reimbursements
(b)
|
301
|
|
|
(409
|
)
|
||
|
Other
(c)
|
(1,052
|
)
|
|
(1,407
|
)
|
||
|
Net decrease in RD&E Expenses, Net
|
$
|
(751
|
)
|
|
$
|
(4,646
|
)
|
|
(a)
|
Amount represents the impact to our RD&E related to the divested costs as a result of the Spin-off of Nuvectra in March 2016.
|
|
(b)
|
Amount represents the change in customer cost reimbursements from the prior year. Customer cost reimbursements vary from period to period depending on the timing of achievement of project milestones.
|
|
(c)
|
Amount represents various efficiencies and synergies gained as a result of our integration and consolidation initiatives.
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
June 30,
2017 |
|
July 1,
2016 |
|
June 30,
2017 |
|
July 1,
2016 |
||||||||
|
Investments in capacity and capabilities
(a)
|
$
|
1,275
|
|
|
$
|
5,126
|
|
|
$
|
2,865
|
|
|
$
|
9,279
|
|
|
Lake Region Medical consolidations
(a)
|
1,461
|
|
|
2,088
|
|
|
2,167
|
|
|
4,447
|
|
||||
|
Acquisition and integration costs
(b)
|
2,970
|
|
|
7,859
|
|
|
7,790
|
|
|
17,824
|
|
||||
|
Asset dispositions, severance and other
(c)
|
1,118
|
|
|
259
|
|
|
5,674
|
|
|
4,785
|
|
||||
|
Other consolidation and optimization initiatives
|
96
|
|
|
162
|
|
|
195
|
|
|
299
|
|
||||
|
Total other operating expenses, net
|
$
|
6,920
|
|
|
$
|
15,494
|
|
|
$
|
18,691
|
|
|
$
|
36,634
|
|
|
(a)
|
Refer to “Cost Savings and Consolidation Efforts” section of this Item and Note 9 “Other Operating Expenses, Net” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for disclosures related to the timing and level of remaining expenditures for these initiatives.
|
|
(b)
|
During the
second
quarter and first
six
months of 2017 and 2016, we incurred costs related to the acquisition of Lake Region Medical, consisting primarily of professional, consulting, severance, retention, relocation, and travel costs. In addition, the
second
quarter and first
six
months of 2016 includes change-in-control payments to former Lake Region Medical executives. Refer to Note 9 “Other Operating Expenses, Net” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for disclosures related to the timing and level of remaining expenditures for acquisition and integration costs.
|
|
(c)
|
The
second
quarter and first
six
months of 2017 amounts include approximately $0.6 million and $5.3 million, respectively, in expense related to our CEO, CFO and Chief Human Resources Officer transitions. The 2016 amounts primarily include legal and professional costs incurred in connection with the Spin-off.
|
|
(dollars in thousands)
|
June 30,
2017 |
|
December 30,
2016 |
||||
|
Cash and cash equivalents
|
$
|
46,533
|
|
|
$
|
52,116
|
|
|
Working capital
|
328,144
|
|
|
332,087
|
|
||
|
Current ratio
|
2.67
|
|
|
2.79
|
|
||
|
|
Six Months Ended
|
||||||
|
(in thousands)
|
June 30,
2017 |
|
July 1,
2016 |
||||
|
Cash provided by (used in):
|
|
|
|
||||
|
Operating activities
|
$
|
77,165
|
|
|
$
|
33,754
|
|
|
Investing activities
|
(22,263
|
)
|
|
(33,282
|
)
|
||
|
Financing activities
|
(61,903
|
)
|
|
(46,728
|
)
|
||
|
Effect of foreign currency exchange rates on cash and cash equivalents
|
1,418
|
|
|
368
|
|
||
|
Net change in cash and cash equivalents
|
$
|
(5,583
|
)
|
|
$
|
(45,888
|
)
|
|
a.
|
Evaluation of Disclosure Controls and Procedures
|
|
b.
|
Changes in Internal Control Over Financial Reporting
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
|
ITEM 6.
|
EXHIBITS
|
|
Dated:
|
August 2, 2017
|
|
INTEGER HOLDINGS CORPORATION
|
||
|
|
|
|
|
||
|
|
|
|
By:
|
|
/s/ Joseph W. Dziedzic
|
|
|
|
|
|
|
Joseph W. Dziedzic
|
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Gary J. Haire
|
|
|
|
|
|
|
Gary J. Haire
|
|
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Thomas J. Mazza
|
|
|
|
|
|
|
Thomas J. Mazza
|
|
|
|
|
|
|
Vice President, Corporate Controller and Treasurer
|
|
|
|
|
|
|
(Principal Accounting Officer)
|
|
Exhibit Number
|
|
Description
|
|
|
|
|
|
10.1#
|
|
|
|
|
|
|
|
31.1*
|
|
|
|
|
|
|
|
31.2*
|
|
|
|
|
|
|
|
32.1**
|
|
|
|
|
|
|
|
101.INS*
|
|
XBRL Instance Document
|
|
|
|
|
|
101.SCH*
|
|
XBRL Extension Schema Document
|
|
|
|
|
|
101.CAL*
|
|
XBRL Extension Calculation Linkbase Document
|
|
|
|
|
|
101.LAB*
|
|
XBRL Extension Label Linkbase Document
|
|
|
|
|
|
101.PRE*
|
|
XBRL Extension Presentation Linkbase Document
|
|
|
|
|
|
101.DEF*
|
|
XBRL Extension Definition Linkbase Document
|
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
|
#
|
Indicates exhibits that are management contracts or compensation plans or arrangements.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|