U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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 þ 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 August 9, 2011 was: 23,420,552 shares.

 

 

Greatbatch, Inc.
Table of Contents for Form 10-Q
As of and for the Quarterly Period Ended July 1, 2011

		Page No.
PART I — FINANCIAL INFORMATION
ITEM 1. Financial Statements
Condensed Consolidated Balance Sheets — Unaudited			3
Condensed Consolidated Statements of Operations and Comprehensive Income — Unaudited			4
Condensed Consolidated Statements of Cash Flows — Unaudited			5
Condensed Consolidated Statement of Stockholders’ Equity — Unaudited			6
Notes to Condensed Consolidated Financial Statements — Unaudited			7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			25
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			40
ITEM 4. Controls and Procedures			41
PART II — OTHER INFORMATION
ITEM 1. Legal Proceedings			41
ITEM 1A. Risk Factors			41
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			41
ITEM 3. Defaults Upon Senior Securities			41
ITEM 4. (Removed and Reserved)			42
ITEM 5. Other Information			42
ITEM 6. Exhibits			42
SIGNATURES			42
EXHIBIT INDEX			43
Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

PART I — FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS

GREATBATCH, INC.

		As of
		July 1,				December 31,
		2011				2010
ASSETS
Current assets:
Cash and cash equivalents		$	36,942			$	22,883
Accounts receivable, net of allowance for doubtful accounts of $1.9 million in 2011 and $1.8 million in 2010			90,453				70,947
Inventories			110,066				101,440
Refundable income taxes			—				2,763
Deferred income taxes			7,257				7,398
Prepaid expenses and other current assets			6,354				6,078
Total current assets			251,072				211,509
Property, plant and equipment, net			146,399				146,380
Amortizing intangible assets, net			78,753				75,114
Trademarks and tradenames			20,288				20,288
Goodwill			311,816				307,451
Deferred income taxes			2,306				2,427
Other assets			9,286				13,807
Total assets		$	819,920			$	776,976
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	34,768			$	27,989
Income taxes payable			2,758				—
Deferred income taxes			662				514
Accrued expenses			36,822				32,084
Total current liabilities			75,010				60,587
Long-term debt			205,703				220,629
Deferred income taxes			66,661				64,290
Other long-term liabilities			8,517				4,641
Total liabilities			355,891				350,147
Stockholders’ equity:
Preferred stock, $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; 23,417,950 shares issued and 23,373,266 shares outstanding in 2011 23,319,492 shares issued and 23,256,897 shares outstanding in 2010			23				23
Additional paid-in capital			303,006				298,405
Treasury stock, at cost, 44,684 shares in 2011 and 62,595 shares in 2010			(1,048	)			(1,469	)
Retained earnings			139,894				119,400
Accumulated other comprehensive income			22,154				10,470
Total stockholders’ equity			464,029				426,829
Total liabilities and stockholders’ equity		$	819,920			$	776,976

The accompanying notes are an integral part of these condensed consolidated financial statements.

GREATBATCH, INC.

		Three Months Ended								Six Months Ended
		July 1,				July 2,				July 1,				July 2,
		2011				2010				2011				2010
Sales		$	146,524			$	140,795			$	295,358			$	272,824
Cost of sales			99,920				95,336				201,584				185,701
Gross profit			46,604				45,459				93,774				87,123
Operating expenses:
Selling, general and administrative expenses			17,571				16,470				36,220				32,122
Research, development and engineering costs, net			11,250				11,177				21,638				22,201
Other operating (income) expense, net			(520	)			495				(353	)			1,487
Total operating expenses			28,301				28,142				57,505				55,810
Operating income			18,303				17,317				36,269				31,313
Interest expense			4,403				5,139				8,677				10,287
Interest income			—				(3	)			(8	)			(5	)
(Gain) loss on cost method investments, net			317				—				(4,232	)			—
Other expense, net			819				200				1,241				516
Income before provision for income taxes			12,764				11,981				30,591				20,515
Provision for income taxes			4,214				4,193				10,097				7,180
Net income		$	8,550			$	7,788			$	20,494			$	13,335
Earnings per share:
Basic		$	0.37			$	0.34			$	0.88			$	0.58
Diluted		$	0.36			$	0.33			$	0.86			$	0.57
Weighted average shares outstanding:
Basic			23,227				23,058				23,214				23,051
Diluted			23,838				23,926				23,767				23,946
Comprehensive income:
Net income		$	8,550			$	7,788			$	20,494			$	13,335
Foreign currency translation gain (loss)			9,088				(1,460	)			11,303				(4,654	)
Net change in cash flow hedges, net of tax			111				107				381				580
Comprehensive income		$	17,749			$	6,435			$	32,178			$	9,261

The accompanying notes are an integral part of these condensed consolidated financial statements.

GREATBATCH, INC.

		Six Months Ended
		July 1,				July 2,
		2011				2010
Cash flows from operating activities:
Net income		$	20,494			$	13,335
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			23,593				23,446
Stock-based compensation			5,795				2,765
Gain on cost method investments, net			(4,232	)			—
Other non-cash losses			355				1,221
Deferred income taxes			2,418				1,770
Changes in operating assets and liabilities:
Accounts receivable			(18,352	)			(6,649	)
Inventories			(5,713	)			4,809
Prepaid expenses and other assets			3				2,137
Accounts payable			5,569				(595	)
Accrued expenses			2,542				(199	)
Income taxes payable			5,338				2,185
Net cash provided by operating activities			37,810				44,225
Cash flows from investing activities:
Acquisition of property, plant and equipment			(11,523	)			(6,416	)
Proceeds from sale of cost method investments, net			10,365				—
Other investing activities			(1,929	)			821
Net cash used in investing activities			(3,087	)			(5,595	)
Cash flows from financing activities:
Principal payments of long-term debt			(20,000	)			(30,450	)
Issuance of common stock			1,968				640
Payment of debt issuance costs			(2,114	)			—
Other financing activities			(1,102	)			(671	)
Net cash used in financing activities			(21,248	)			(30,481	)
Effect of foreign currency exchange rates on cash and cash equivalents			584				(356	)
Net increase in cash and cash equivalents			14,059				7,793
Cash and cash equivalents, beginning of period			22,883				37,864
Cash and cash equivalents, end of period		$	36,942			$	45,657

The accompanying notes are an integral part of these condensed consolidated financial statements.

GREATBATCH, INC.

																										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			—				—				3,246				—				—				—				—				3,246
Net shares issued under stock incentive plans			99				—				1,473				18				421				—				—				1,894
Income tax liability from stock options, restricted stock and restricted stock units			—				—				(118	)			—				—				—				—				(118	)
Net income			—				—				—				—				—				20,494				—				20,494
Total other comprehensive income			—				—				—				—				—				—				11,684				11,684
At July 1, 2011			23,418			$	23			$	303,006				(45	)		$	(1,048	)		$	139,894			$	22,154			$	464,029

The accompanying notes are an integral part of these condensed consolidated financial statements.

GREATBATCH, INC.

1.

BASIS OF PRESENTATION

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

2.

SUPPLEMENTAL CASH FLOW INFORMATION

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

GREATBATCH, INC.

3.

INVENTORIES

Inventories are comprised of the following (in thousands):

		As of
		July 1,				December 31,
		2011				2010
Raw materials		$	50,790			$	45,974
Work-in-process			35,048				34,659
Finished goods			24,228				20,807
Total		$	110,066			$	101,440

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 July 1, 2011
Purchased technology and patents		$	89,273			$	(51,302	)		$	2,387			$	40,358
Customer lists			46,818				(12,292	)			3,350				37,876
Other			3,519				(3,074	)			74				519
Total amortizing intangible assets		$	139,610			$	(66,668	)		$	5,811			$	78,753
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 second quarter of 2011 and 2010 was $2.6 million and $2.4 million, respectively. Aggregate amortization expense for the six months ended July 1, 2011 and July 2, 2010 was $5.1 million and $4.8 million, respectively. As of July 1, 2011, annual amortization expense is estimated to be $5.3 million for the remainder of 2011, $10.5 million for 2012, $9.6 million for 2013, $8.9 million for 2014 and $7.8 million for 2015. During 2011, the Company purchased technology and patents totaling $6.4 million, which is being amortized over a weighted average period of approximately 11 years. In connection with these purchases, the Company recorded a $3.0 million contingent liability, which will only be paid if certain sales targets for products that utilize that technology are achieved. This contingent liability is currently classified in Other Long-Term Liabilities.

GREATBATCH, INC.

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			4,365				—				4,365
At July 1, 2011		$	301,873			$	9,943			$	311,816

5.

DEBT

Long-term debt is comprised of the following (in thousands):

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

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

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

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

GREATBATCH, INC.

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

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

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

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

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

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

GREATBATCH, INC.

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

The contractual interest and discount amortization for CSN II were as follows (in thousands):

		Three Months Ended								Six Months Ended
		July 1,				July 2,				July 1,				July 2,
		2011				2010				2011				2010
Contractual interest		$	1,113			$	1,113			$	2,225			$	2,225
Discount amortization			2,558				2,394				5,074				4,748

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

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

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

GREATBATCH, INC.

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

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

At December 31, 2010		$	2,005
Financing costs deferred			2,164
Write-off during the period			(51	)
Amortization during the period			(488	)
At July 1, 2011		$	3,630

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			576
Benefit payments			(531	)
Foreign currency translation			462
At July 1, 2011		$	5,154

Net pension cost is comprised of the following (in thousands):

		Three Months Ended								Six Months Ended
		July 1,				July 2,				July 1,				July 2,
		2011				2010				2011				2010
Service cost		$	278			$	229			$	535			$	469
Interest cost			120				100				231				206
Amortization of net loss and prior service cost			20				6				39				11
Expected return on plan assets			(119	)			(102	)			(229	)			(208	)
Net pension cost		$	299			$	233			$	576			$	478

GREATBATCH, INC.

7.

STOCK-BASED COMPENSATION

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

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

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

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

The following table summarizes time-vested stock option activity:

										Weighted
										Average
		Number of				Weighted				Remaining				Aggregate
		Time-Vested				Average				Contractual				Intrinsic
		Stock				Exercise				Life				Value
		Options				Price				(In Years)				(In Millions)
Outstanding at December 31, 2010			1,463,556			$	23.46
Granted			292,959				24.15
Exercised			(64,302	)			21.35
Forfeited or expired			(54,010	)			23.28
Outstanding at July 1, 2011			1,638,203			$	23.67				6.5			$	6.8
Exercisable at July 1, 2011			1,108,118			$	23.55				5.4			$	4.7

GREATBATCH, INC.

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			(25,194	)			22.56
Forfeited or expired			(216,501	)			22.08
Outstanding at July 1, 2011			502,828			$	24.42				6.4			$	1.4
Exercisable at July 1, 2011			272,370			$	22.64				5.5			$	1.2

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 July 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			279,415				18.21
Vested			(200	)			18.47
Nonvested at July 1, 2011			563,012			$	16.64

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

GREATBATCH, INC.

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

8.

OTHER OPERATING (INCOME) EXPENSE, NET

Other Operating (Income) Expense, Net is comprised of the following (in thousands):

		Three Months Ended								Six Months Ended
		July 1,				July 2,				July 1,				July 2,
		2011				2010				2011				2010
Orthopaedic facility optimization(a)		$	22			$	—			$	261			$	—
2007 & 2008 facility shutdowns and consolidations(b)			—				536				—				856
Integration costs(c)			—				8				—				130
Asset dispositions and other(d)			(542	)			(49	)			(614	)			501
		$	(520	)		$	495			$	(353	)		$	1,487

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

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

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

GREATBATCH, INC.

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			—				249				2				10				261
Write-offs			—				—				(2	)			—				(2	)
Cash payments			—				(249	)			—				(10	)			(259	)
At July 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;
	•		Reorganized and consolidated various general and administrative and research and development functions throughout the organization in order to optimize those resources with the businesses it acquired in 2007 and 2008;
	•		Consolidated its Orchard Park, NY (Electrochem manufacturing), Exton, PA (Orthopaedic corporate office) and Saignelegier, Switzerland (Orthopaedic manufacturing) facilities into existing facilities that had excess capacity; and
	•		Consolidated its manufacturing operations in Blaine, MN into its Plymouth, MN facility.

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

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

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

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

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

GREATBATCH, INC.

 

9.

INCOME TAXES

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

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

 

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 April 1, 2011		$	2,238
Additions to warranty reserve			88
Warranty claims paid			(184	)
Foreign currency effect			31
At July 1, 2011		$	2,173

GREATBATCH, INC.

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

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

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

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

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

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

GREATBATCH, INC.

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

 

11.

EARNINGS PER SHARE (“EPS”)

The following table illustrates the calculation of Basic and Diluted EPS (in thousands, except per share amounts):

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

The diluted weighted average share calculations do not include the following securities, which are not dilutive to the EPS calculations or the performance criteria have not been met:

		Three Months Ended								Six Months Ended
		July 1,				July 2,				July 1,				July 2,
		2011				2010				2011				2010
Time-vested stock options, restricted stock and restricted stock units			558,000				1,118,000				671,000				1,372,000
Performance-vested stock options and restricted stock units			578,000				942,000				596,000				956,000

GREATBATCH, INC.

12.

COMPREHENSIVE INCOME

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

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

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

Accumulated Other Comprehensive Income is comprised of the following (in thousands):

		Defined
		Benefit								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			—				460				—				460				(161	)			299
Realized loss on cash flow hedges			—				126				—				126				(44	)			82
Foreign currency translation gain			—				—				11,303				11,303				—				11,303
At July 1, 2011		$	(2,014	)		$	465			$	23,533			$	21,984			$	170			$	22,154

GREATBATCH, INC.

13.

FAIR VALUE MEASUREMENTS

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

Fair Value Measurements Using

Quoted

Prices in

Significant

Active Markets

Other

Significant

At

for Identical

Observable

Unobservable

July 1,

Assets

Inputs

Inputs

Description

2011

(Level 1)

(Level 2)

(Level 3)

Assets

Foreign currency contracts

$

464

$

—

$

464

$

—

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

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

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

GREATBATCH, INC.

14.

BUSINESS SEGMENT, GEOGRAPHIC AND CONCENTRATION RISK INFORMATION

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

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

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

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

GREATBATCH, INC.

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

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

Four customers accounted for a significant portion of the Company’s sales as follows:

		Three Months Ended								Six Months Ended
		July 1,				July 2,				July 1,				July 2,
		2011				2010				2011				2010
Customer A			19	%			22	%			20	%			23	%
Customer B			17	%			19	%			17	%			18	%
Customer C			14	%			11	%			14	%			12	%
Customer D			8	%			7	%			8	%			8	%
			58	%			59	%			59	%			61	%

GREATBATCH, INC.

Long-lived tangible assets by geographic area are as follows (in thousands):

		As of
		July 1,				December 31,
		2011				2010
United States		$	120,822			$	126,519
Rest of world			37,169				36,095
Total		$	157,991			$	162,614