INTEGER HOLDINGS CORP, 10-Q filed on 10/26/2023
Quarterly Report
v3.23.3
COVER - shares
 9 Months Ended
Sep. 29, 2023
Oct. 20, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 29, 2023  
Document Transition Report false  
Entity File Number 1-16137  
Entity Registrant Name INTEGER HOLDINGS CORPORATION  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 16-1531026  
Entity Address, Address Line One 5830 Granite Parkway,  
Entity Address, Address Line Two Suite 1150  
Entity Address, City or Town Plano,  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75024  
City Area Code 214  
Local Phone Number 618-5243  
Title of 12(b) Security Common Stock, $0.001 par value per share  
Trading Symbol ITGR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   33,326,647
Entity Central Index Key 0001114483  
Amendment Flag false  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Current Fiscal Year End Date --12-31  
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Sep. 29, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 32,142 $ 24,272
Accounts receivable, net of provision for credit losses of $0.4 million and $0.3 million, respectively 226,327 224,325
Inventories 232,158 208,766
Refundable income taxes 4,832 2,003
Contract assets 86,637 71,927
Prepaid expenses and other current assets 27,248 27,005
Total current assets 609,344 558,298
Property, plant and equipment, net 364,283 317,243
Goodwill 979,886 982,192
Other intangible assets, net 779,115 819,889
Deferred income taxes 6,398 6,247
Operating lease assets 67,418 74,809
Financing lease assets 8,352 8,852
Other long-term assets 24,553 26,856
Total assets 2,839,349 2,794,386
Current liabilities:    
Current portion of long-term debt 0 18,188
Accounts payable 108,351 110,780
Income taxes payable 2,282 10,923
Operating lease liabilities 9,977 10,362
Accrued expenses and other current liabilities 82,491 73,499
Total current liabilities 203,101 223,752
Long-term debt 941,383 907,073
Deferred income taxes 151,386 160,671
Operating lease liabilities 57,325 64,049
Financing lease liabilities 7,488 8,006
Other long-term liabilities 15,317 13,379
Total liabilities 1,376,000 1,376,930
Commitments and contingencies (Note 10)
Stockholders’ equity:    
Common stock, $0.001 par value; 100,000,000 shares authorized; 33,326,647 and 33,169,778 shares issued and outstanding, respectively 33 33
Additional paid-in capital 721,283 731,393
Retained earnings 744,994 680,701
Accumulated other comprehensive income (loss) (2,961) 5,329
Total stockholders’ equity 1,463,349 1,417,456
Total liabilities and stockholders’ equity $ 2,839,349 $ 2,794,386
v3.23.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Sep. 29, 2023
Dec. 31, 2022
Current assets:    
Allowance for doubtful accounts $ 0.4 $ 0.3
Stockholders’ equity:    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 33,326,647 33,169,778
Common stock, shares outstanding (in shares) 33,326,647 33,169,778
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Sales $ 404,693 $ 342,680 $ 1,183,522 $ 1,003,673
Cost of sales 299,137 255,962 875,489 742,583
Gross profit 105,556 86,718 308,033 261,090
Operating expenses:        
Selling, general and administrative 42,102 38,195 129,815 119,541
Research, development and engineering 14,539 16,123 50,514 47,077
Restructuring and other charges 840 3,142 3,887 10,010
Total operating expenses 57,481 57,460 184,216 176,628
Operating income 48,075 29,258 123,817 84,462
Interest expense 11,967 10,676 40,680 24,417
Loss on equity investments 3,451 2,887 3,472 5,611
Other (gain) loss, net 580 (1,300) 1,699 (932)
Income before taxes 32,077 16,995 77,966 55,366
Provision for income taxes 4,820 938 13,673 7,106
Net income $ 27,257 $ 16,057 $ 64,293 $ 48,260
Earnings per share:        
Basic (in dollars per share) $ 0.82 $ 0.48 $ 1.93 $ 1.46
Diluted (in dollars per share) $ 0.81 $ 0.48 $ 1.91 $ 1.45
Weighted average shares outstanding:        
Basic (in shares) 33,346 33,145 33,305 33,116
Diluted (in shares) 33,774 33,336 33,679 33,329
Comprehensive Income (Loss)        
Net income $ 27,257 $ 16,057 $ 64,293 $ 48,260
Other comprehensive loss:        
Foreign currency translation loss (12,370) (29,364) (7,346) (64,525)
Change in fair value of cash flow hedges, net of tax (2,761) 45 (944) 2,732
Other comprehensive loss, net (15,131) (29,319) (8,290) (61,793)
Comprehensive income (loss), net $ 12,126 $ (13,262) $ 56,003 $ (13,533)
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net income $ 64,293 $ 48,260
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 73,116 68,645
Debt related charges included in interest expense 7,126 1,445
Inventory step-up amortization 0 798
Stock-based compensation 17,099 15,973
Non-cash lease expense 8,124 8,179
Non-cash loss on equity investments 3,472 5,611
Contingent consideration fair value adjustment (526) 0
Other non-cash (gains) losses (734) 3,373
Deferred income taxes (5) (969)
Changes in operating assets and liabilities, net of acquisition:    
Accounts receivable (58) (33,496)
Inventories (25,785) (59,036)
Prepaid expenses and other assets (1,473) (1,255)
Contract assets (14,863) (7,698)
Accounts payable (869) 25,524
Accrued expenses and other liabilities 7,401 (6,012)
Income taxes (11,692) (4,563)
Net cash provided by operating activities 124,626 64,779
Cash flows from investing activities:    
Acquisition of property, plant and equipment (82,885) (43,098)
Proceeds from sale of property, plant and equipment 100 636
Acquisitions, net of cash acquired 0 (126,636)
Net cash used in investing activities (82,785) (169,098)
Cash flows from financing activities:    
Principal payments of term loans (415,938) (11,437)
Proceeds from issuance of convertible notes, net of discount 486,250 0
Proceeds from revolving credit facility 294,603 160,000
Payments of revolving credit facility (353,993) (39,000)
Purchase of capped calls (35,000) 0
Payment of debt issuance costs (2,181) 0
Proceeds from the exercise of stock options 2,303 0
Tax withholdings related to net share settlements of restricted stock unit awards (3,067) (2,073)
Contingent consideration payments (7,660) (493)
Principal payments on finance leases (854) (585)
Net cash (used in) provided by financing activities (35,537) 106,412
Effect of foreign currency exchange rates on cash and cash equivalents 1,566 209
Net increase in cash and cash equivalents 7,870 2,302
Cash and cash equivalents, beginning of period 24,272 17,885
Cash and cash equivalents, end of period $ 32,142 $ 20,187
v3.23.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Common stock and additional paid-in capital
Retained earnings
Accumulated other comprehensive income (loss)
Balance, beginning of period at Dec. 31, 2021 $ 1,354,697 $ 713,183 $ 614,324 $ 27,190
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Stock awards exercised or vested   (2,073)    
Stock-based compensation   15,973    
Capped calls related to the issuance of convertible notes, net of tax   0    
Net income 48,260   48,260  
Other comprehensive loss (61,793)     (61,793)
Balance, ending balance at Sep. 30, 2022 1,355,064 727,083 662,584 (34,603)
Balance, beginning of period at Jul. 01, 2022 1,363,451 722,208 646,527 (5,284)
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Stock awards exercised or vested   (147)    
Stock-based compensation   5,022    
Capped calls related to the issuance of convertible notes, net of tax   0    
Net income 16,057   16,057  
Other comprehensive loss (29,319)     (29,319)
Balance, ending balance at Sep. 30, 2022 1,355,064 727,083 662,584 (34,603)
Balance, beginning of period at Dec. 31, 2022 1,417,456 731,426 680,701 5,329
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Stock awards exercised or vested   (959)    
Stock-based compensation   17,099    
Capped calls related to the issuance of convertible notes, net of tax   (26,250)    
Net income 64,293   64,293  
Other comprehensive loss (8,290)     (8,290)
Balance, ending balance at Sep. 29, 2023 1,463,349 721,316 744,994 (2,961)
Balance, beginning of period at Jun. 30, 2023 1,445,655 715,748 717,737 12,170
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Stock awards exercised or vested   72    
Stock-based compensation   5,496    
Capped calls related to the issuance of convertible notes, net of tax   0    
Net income 27,257   27,257  
Other comprehensive loss (15,131)     (15,131)
Balance, ending balance at Sep. 29, 2023 $ 1,463,349 $ 721,316 $ 744,994 $ (2,961)
v3.23.3
BASIS OF PRESENTATION
 9 Months Ended
Sep. 29, 2023
Accounting Policies [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
Integer Holdings Corporation (together with its consolidated subsidiaries, “Integer” or the “Company”) is a publicly-traded corporation listed on the New York Stock Exchange under the symbol “ITGR.” Integer is a medical device outsource manufacturer serving the cardiac rhythm management, neuromodulation, orthopedics, vascular, advanced surgical and portable medical markets. The Company provides innovative, high-quality medical technologies that enhance the lives of patients worldwide. In addition to medical technologies, the Company develops batteries for high-end niche applications in the energy, military, and environmental markets. The Company’s customers include large multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries.
The accompanying condensed consolidated financial statements are presented in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC") and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the Company’s Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
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 the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, 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 third quarter and first nine months of 2023 ended on September 29 and consisted of 91 days and 272 days, respectively. The third quarter and first nine months of 2022 ended on September 30 and consisted of 91 days and 273 days, respectively.
Trade Accounts Receivable - Factoring Arrangements
During the first nine months of 2023, the Company entered into receivable factoring arrangements, pursuant to which certain receivables may be sold to financial institutions without recourse in exchange for cash. Transactions under the receivables factoring arrangements are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under these arrangements, the Company does not maintain any beneficial interest in the receivables sold. Once sold, the receivables are no longer available to satisfy creditors in the event of bankruptcy. Sale proceeds are reflected in Cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. Factoring fees are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three and nine months ended September 29, 2023, the Company sold, without recourse, accounts receivable of $47.1 million and $97.4 million, respectively. Factoring fees were $0.3 million and $0.7 million for the three and nine months ended September 29, 2023, respectively.
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The Company evaluated all recent accounting pronouncements issued, including those that are currently effective, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, that are of significance, or potential significance, to the Company.
v3.23.3
BUSINESS ACQUISITIONS
 9 Months Ended
Sep. 29, 2023
Business Combination and Asset Acquisition [Abstract]  
BUSINESS ACQUISITIONS BUSINESS ACQUISITIONS
On April 6, 2022, the Company acquired 100% of the equity interests of Connemara Biomedical Holdings Teoranta, including its operating subsidiaries Aran Biomedical and Proxy Biomedical (collectively “Aran”), a recognized leader in proprietary medical textiles, high precision biomaterial coverings and coatings as well as advanced metal and polymer braiding. Aran delivers development and manufacturing solutions for implantable medical devices. Consistent with the Company’s strategy, the combination with Aran further increases Integer’s ability to offer complete solutions for complex delivery and therapeutic devices in high growth cardiovascular markets such as structural heart, neurovascular, peripheral vascular, and endovascular as well as general surgery. The Company funded the purchase price with borrowings under its Revolving Credit Facility. Aran is included in the Company’s Medical segment.
The total consideration transferred was $141.3 million, which includes an initial cash payment of $133.9 million ($129.3 million net of cash acquired) and $7.4 million in estimated fair value of contingent consideration. The contingent consideration represents the estimated fair value of the Company’s obligation, under the purchase agreement, to make additional payments of up to €10 million ($10.9 million at the exchange rate as of April 6, 2022) based on Aran’s achievement of 2022 revenue growth milestones. The earn-out period ended on December 31, 2022 and, in accordance with the terms of the share purchase agreement, full payment was made in April 2023. See Note 13 “Financial Instruments and Fair Value Measurements” for additional information related to the fair value measurement of the contingent consideration.
The cost of the acquisition was allocated to the assets acquired and liabilities assumed based upon their estimated fair value at the date of the acquisition. The following table summarizes the final fair values of the assets acquired and liabilities assumed (in thousands):
Fair value of net assets acquired
Current assets$9,319 
Property, plant and equipment4,151 
Goodwill68,460 
Definite-lived intangible assets71,485 
Operating lease assets3,505 
Other noncurrent assets1,354 
Current liabilities(4,370)
Operating lease liabilities(3,258)
Other noncurrent liabilities(9,377)
Fair value of net assets acquired$141,269 
Pro Forma (unaudited) disclosures
The following table presents (in thousands) unaudited pro forma results of operations for the three and nine months ended September 30, 2022 as if Aran had been included in the Company’s financial results as of the beginning of fiscal year 2021, through the date of acquisition. The pro forma results include the historical results of operations of the Company and Aran, as well as adjustments for additional amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisition. These pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future.
Three Months Ended
September 30, 2022
Nine Months Ended
September 30, 2022
Sales$342,680 $1,009,036 
Net income16,057 50,285 
Acquisition costs
Direct costs of this acquisition were not material for the three and nine months ended September 29, 2023. During the three and nine months ended September 30, 2022, direct costs of the Aran acquisition of $0.1 million and $2.4 million were expensed as incurred and included in Restructuring and other charges in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.23.3
SUPPLEMENTAL CASH FLOW INFORMATION
 9 Months Ended
Sep. 29, 2023
Supplemental Cash Flow Elements [Abstract]  
SUPPLEMENTAL CASH FLOW INFORMATION SUPPLEMENTAL CASH FLOW INFORMATION
The following is supplemental information relating to the Condensed Consolidated Statements of Cash Flows (in thousands):
Nine Months Ended
September 29,
2023		September 30,
2022
Noncash investing and financing activities:
Property, plant and equipment purchases included in accounts payable$11,806 $4,992 
Supplemental lease disclosures:
Assets acquired under operating leases912 11,817 
v3.23.3
INVENTORIES
 9 Months Ended
Sep. 29, 2023
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories comprise the following (in thousands):
September 29,
2023		December 31,
2022
Raw materials$102,866 $98,640 
Work-in-process110,080 98,188 
Finished goods19,212 11,938 
Total$232,158 $208,766 
v3.23.3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
 9 Months Ended
Sep. 29, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS, NET GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 29, 2023 were as follows (in thousands):
MedicalNon- MedicalTotal
December 31, 2022$965,192 $17,000 $982,192 
Foreign currency translation(2,306)— (2,306)
September 29, 2023$962,886 $17,000 $979,886 
Intangible Assets
Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
September 29, 2023
Definite-lived:
Purchased technology and patents$283,384 $(190,583)$92,801 
Customer lists823,690 (241,879)581,811 
Amortizing tradenames and other20,974 (6,759)14,215 
Total amortizing intangible assets$1,128,048 $(439,221)$688,827 
Indefinite-lived:
Trademarks and tradenames$90,288 
December 31, 2022
Definite-lived:
Purchased technology and patents$283,929 $(178,844)$105,085 
Customer lists825,634 (216,546)609,088 
Amortizing tradenames and other21,028 (5,600)15,428 
Total amortizing intangible assets$1,130,591 $(400,990)$729,601 
Indefinite-lived:
Trademarks and tradenames$90,288 
Aggregate intangible asset amortization expense comprises the following (in thousands):
 Three Months EndedNine Months Ended
 September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Cost of sales$4,037 $3,980 $12,051 $11,662 
Selling, general and administrative expenses9,068 8,146 27,085 24,353 
Total intangible asset amortization expense$13,105 $12,126 $39,136 $36,015 
Estimated future intangible asset amortization expense based on the carrying value as of September 29, 2023 is as follows (in thousands):
Remainder of 20232024202520262027After 2027
Amortization Expense$13,179 $51,436 $50,631 $48,800 $45,860 $478,921 
v3.23.3
DEBT
 9 Months Ended
Sep. 29, 2023
Debt Disclosure [Abstract]  
DEBT DEBT
Long-term debt comprises the following (in thousands):
 September 29, 2023December 31, 2022
Principal AmountUnamortizedDiscounts and Issuance CostsNet Carrying AmountPrincipal AmountUnamortizedDiscounts and Issuance CostsNet Carrying Amount
Senior Secured Credit Facilities:
Revolving credit facilities$81,247 $— $81,247 $140,300 $— $140,300 
Term loan A375,000 (1,776)373,224 455,313 (2,172)453,141 
Term loan B— — — 335,625 (3,805)331,820 
Convertible Senior Notes due 2028500,000 (13,088)486,912 — — — 
Total$956,247 $(14,864)$941,383 $931,238 $(5,977)$925,261 
Current portion of long-term debt— (18,188)
Long-term debt$941,383 $907,073 
Senior Secured Credit Facilities
On September 2, 2021, the Company entered into a credit agreement (the “2021 Credit Agreement”), governing the Company’s senior secured credit facilities (the “Senior Secured Credit Facilities”). As of December 31, 2022, the Senior Secured Credit Facilities consisted of a five-year $400 million revolving credit facility (the “Revolving Credit Facility”), a five-year “term A” loan (the “TLA Facility”) and a seven-year “term B” loan (the “TLB Facility” and, together with the TLA Facility, the “Term Loan Facilities”). The TLB Facility was issued at a 0.50% discount.
Amendments to the 2021 Credit Agreement
On January 30, 2023, the Company entered into a first amendment (the “First Amendment”) to the 2021 Credit Agreement to, among other things: (i) permit the Company to issue the notes (described below under 2028 Convertible Notes and Related Capped Call Transactions) and incur indebtedness thereunder in an aggregate principal amount of up to $600 million at any time outstanding; (ii) permit the Company to enter into bond hedge and capped call transactions; (iii) permit the Company to issue call options, warrants or purchase rights relating to the Company’s common stock; provided, in each case, that the terms of any such transaction are customary for transactions of such type.
On February 15, 2023, the Company entered into a second amendment (the “Second Amendment”) to the 2021 Credit Agreement to, among other things: (i) increase the maximum borrowing capacity under the Revolving Credit Facility by $100 million from $400 million to $500 million, (ii) extend the maturity date for both the Revolving Credit Facility and the TLA Facility to February 15, 2028, (iii) allow for borrowings by the Company under the Revolving Credit Facility denominated in Euros, subject to a sublimit equal to 50% of the maximum borrowing capacity under the Revolving Credit Facility, (iv) replace the London Interbank Offered Rate (“LIBOR”) based reference interest rate option with a forward-looking term rate based on the secured overnight financing rate (“SOFR”) for the applicable interest period plus an adjustment of 0.10% per annum (“Adjusted Term SOFR”), and (v) add carveouts to certain negative covenants included within the 2021 Credit Agreement to permit the expansion of capacity in Ireland by the Company and incur indebtedness related thereto.
The information provided below reflects the First Amendment and Second Amendment (collectively the “2023 Amendments”) described above. Details of our Long-term debt as of December 31, 2022 can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.
Revolving Credit Facility
The Revolving Credit Facility matures on February 15, 2028. As of September 29, 2023, the Company had available borrowing capacity on the Revolving Credit Facility of $415.3 million after giving effect to $81.2 million of outstanding borrowings and $3.5 million of outstanding standby letters of credit. Borrowings under the Revolving Credit Facility will bear interest at a rate of Adjusted Term SOFR, in relation to any loan in U.S. dollars, and the Euro Interbank Offered Rate (“EURIBOR”), in relation to any loan in Euros, plus a margin based on the Company’s Secured Net Leverage Ratio (as defined in the Senior Secured Credit Facilities agreement). In addition, the Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which will range between 0.15% and 0.25%, depending on the Company’s Secured Net Leverage Ratio. As of September 29, 2023, the weighted average interest rate on outstanding borrowings under the Revolving Credit Facility was 6.47% and the commitment fee on the unused portion of the Revolving Credit Facility was 0.18%.
(6.)     DEBT (Continued)
Term Loan Facilities
The TLA Facility matures on February 15, 2028, and requires quarterly installments. The quarterly principal installments under the TLA Facility increase over the term of the loan. The interest rate terms for the TLA Facility are the same as those above for the Revolving Credit Facility borrowings in U.S. dollars. As of September 29, 2023, the interest rate on the TLA Facility was 6.92%.
In February 2023, the Company used a portion of the proceeds from its notes offering (see 2028 Convertible Senior Notes and Related Capped Call Transactions) to settle in full principal and interest due under the TLB Facility.
Deferred Debt Issuance Costs and Discounts
Debt issuance costs are either deferred and amortized over the term of the associated debt or expensed as incurred. In connection with the 2023 Amendments, the Company incurred and capitalized an aggregate of $1.0 million of debt issuance costs.
In connection with the 2023 Amendments, for each separate debt instrument on a lender by lender basis, in accordance with ASC 470-50, Debt Modifications and Extinguishment, the Company performed an assessment of whether the transaction was deemed to be new debt, a modification of existing debt, or an extinguishment of existing debt.
Based on this assessment, $3.8 million of unamortized deferred debt issuance costs related to the Revolving Credit Facility and TLA Facility were deemed to be related to the issuance of new debt, or the modification of existing debt, and therefore will continue to be deferred and amortized over the term of the associated debt. The remaining $0.6 million of unamortized deferred debt issuance costs related to the Revolving Credit Facility and TLA Facility were deemed to be related to the extinguishment of debt and were expensed and included in Interest expense during the nine months ended September 29, 2023. Additionally, in connection with the full repayment of the TLB Facility and prepayments of portions of the TLA Facility, the Company incurred a $3.9 million loss on extinguishment of debt from the write-off of the remaining deferred debt issuance costs and original issue discount, which were expensed and included in Interest expense during the nine months ended September 29, 2023.
Covenants
The Senior Secured Credit Facilities agreement contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of the lenders under the Revolving Credit Facility and the TLA Facility, which require that (i) the Company maintain a Total Net Leverage Ratio not to exceed 5.00:1.00, subject to increase in certain circumstances following qualified acquisitions, but shall not exceed 5.50:1.00 and (ii) the Company maintain an interest coverage ratio of at least 2.50:1.00. As of September 29, 2023, the Company was in compliance with these financial covenants.
Contractual maturities under the Senior Secured Credit Facilities for the remainder of 2023 and through maturity, excluding any discounts or premiums, as of September 29, 2023 are as follows (in thousands):
Remainder of 20232024202520262027After 2027
Future minimum principal payments$— $— $10,000 $27,500 $30,000 $888,747 
2028 Convertible Senior Notes and Related Capped Call Transactions
In February of 2023, the Company issued $500 million aggregate principal amount of Convertible Senior Notes due in 2028 (“2028 Notes”) in a private offering, which aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $65 million principal amount of the 2028 Notes. The 2028 Notes mature on February 15, 2028 and bear interest at a fixed rate of 2.125% per annum, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. The total net proceeds from the issuance of the 2028 Notes (which includes the additional proceeds from the purchasers’ option), after deducting initial purchasers' discounts and commissions and debt issuance costs, were approximately $485 million.
Conversion and Redemption Terms of the 2028 Notes
Each $1,000 principal amount of the 2028 Notes is initially convertible into 11.4681 shares of the Company’s common stock (the “2028 Conversion Option”), which is equivalent to an initial conversion price of approximately $87.20 per share of common stock, subject to standard anti-dilutive adjustments and adjustments upon the occurrence of specified events. The initial conversion price represents a premium of approximately 32.5% to the $65.81 per share closing price of the Company’s common stock on January 31, 2023.
(6.)     DEBT (Continued)
The 2028 Notes are convertible, in multiples of $1,000 principal amount, at the option of the holders prior to the close of business on the business day immediately preceding November 15, 2027, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the Indenture governing the 2028 Notes) per $1,000 principal amount of the 2028 Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day; (3) if the Company calls any or all of the 2028 Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2028 Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.
Upon conversion, the 2028 Notes will be settled in cash up to the aggregate principal amount of the 2028 Notes to be converted, and in cash, shares of the Company’s common stock or a combination thereof, at the Company’s option, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2028 Notes being converted. If the Company undergoes a fundamental change (as defined in the indenture governing the 2028 Notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2028 Notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2028 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their notes in connection with such corporate event or during the relevant redemption period.
As of September 29, 2023, the conditions allowing holders of the Convertible Notes to convert had not been met and, therefore, the Convertible Notes are classified as a long-term liability on the Condensed Consolidated Balance Sheets at September 29, 2023.
The Company may not redeem the 2028 Notes prior to February 20, 2026. The Company may redeem for cash all or any portion of the 2028 Notes, at its option, on or after February 20, 2026 and prior to February 15, 2028, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. No sinking fund is provided for the 2028 Notes.
Seniority of the 2028 Notes
The 2028 Notes are the Company’s senior unsecured obligations and rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the 2028 Notes; equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
Indenture
The Company issued the Notes pursuant to an indenture dated as of February 3, 2023 (the “Indenture”) by and between the Company and Wilmington Trust, National Association, as trustee. The Indenture provides for customary events of default, which include (subject in certain cases to grace and cure periods), among others: nonpayment of principal or interest; failure by the Company to comply with its conversion obligations upon exercise of a holder’s conversion right under the Indenture; breach of covenants or other agreements in the Indenture; defaults by the Company or any significant subsidiary (as defined in the Indenture) with respect to other indebtedness in excess of a threshold amount; failure by the Company or any significant subsidiary to pay final judgments in excess of a threshold amount; and the occurrence of certain events of bankruptcy, insolvency or reorganization with respect to the Company or any significant subsidiary. Generally, if an event of default occurs and is continuing under the Indenture, either the Indenture trustee or the holders of at least 25% in aggregate principal amount of the
(6.)     DEBT (Continued)
2028 Notes then outstanding may declare the principal amount plus accrued and unpaid interest on the Notes to be immediately due and payable.
Covenants
The 2028 Notes do not contain financial maintenance covenants.
Deferred Debt Issuance Costs and Discounts
The 2028 Notes are accounted for as a single liability measured at amortized cost. The discount and issuance costs related to the 2028 Notes are being amortized to interest expense over the contractual term of the 2028 Notes at an effective interest rate of 2.76%.
Fair Value of the 2028 Notes
The estimated fair value of the 2028 Notes was approximately $545 million as of September 29, 2023. The estimated fair value of the 2028 Notes was determined through consideration of quoted market prices. The fair value of the 2028 Notes are categorized in Level 2 of the fair value hierarchy.
Capped Call Transactions
In connection with the issuance of the 2028 Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions. The Capped Calls are expected generally to reduce the potential dilution to the Company’s common stock in connection with any conversion of the 2028 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2028 Notes, as the case may be, with such reduction and/or offset subject to a cap based on strike price of written warrants. The initial upper strike price of the Capped Calls is $108.59 per share and is subject to certain adjustments under the terms of the Capped Calls. The Capped Calls cover, subject to anti-dilution adjustments, approximately 5.7 million shares of the Company’s common stock, the same number of shares initially underlying the 2028 Notes. For accounting purposes, the Capped Calls are separate transactions, and not integrated with the issuance of the 2028 Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The 2028 Notes and the Capped Calls will be integrated for tax purposes. The accounting impact of this tax treatment results in the Capped Calls being deductible as original issue discount for tax purposes over the term of the 2028 Notes, which generates an $8.8 million deferred tax asset recognized through equity. The cost to the Company of the Capped Calls was $35 million, which was recorded, net of tax, as a reduction to additional paid-in capital.
Deferred Debt Issuance Costs and Discounts
The change in deferred debt issuance costs related to the Company’s Revolving Credit Facility is as follows (in thousands):
December 31, 2022$2,387 
Financing costs incurred579 
Write-off of deferred debt issuance costs(260)
Amortization during the period(401)
September 29, 2023$2,305 
The change in unamortized discount and deferred debt issuance costs related to the Term Loan Facilities and 2028 Convertible Senior Notes is as follows (in thousands):
Deferred Debt Issuance CostsUnamortized DiscountTotal
December 31, 2022$4,569 $1,408 $5,977 
Financing costs incurred1,602 13,750 15,352 
Write-off of deferred debt issuance costs and unamortized discount(2,867)(1,391)(4,258)
Amortization during the period(492)(1,715)(2,207)
September 29, 2023$2,812 $12,052 $14,864 
v3.23.3
STOCK-BASED COMPENSATION
 9 Months Ended
Sep. 29, 2023
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
The Company maintains certain stock-based compensation plans that were approved by the Company’s stockholders and are administered by the Board of Directors (the “Board”) or the Compensation and Organization Committee of the Board. The stock-based compensation plans provide for the granting of stock options, restricted stock awards, performance awards, time-based restricted stock units (“RSUs”), performance-based RSUs (“PRSUs”), stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers.
Stock-based Compensation Expense
The classification of stock-based compensation expense was as follows (in thousands):
 Three Months EndedNine Months Ended
 September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Cost of sales$865 $749 $3,127 $2,355 
Selling, general and administrative4,367 3,710 12,917 11,563 
Research, development and engineering250 209 978 872 
Restructuring and other charges14 354 77 1,183 
Total stock-based compensation expense$5,496 $5,022 $17,099 $15,973 
Stock Options
The following table summarizes the Company’s stock option activity for the nine month period ended September 29, 2023:
Number of
Stock
Options		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Life
(In Years)		Aggregate
Intrinsic
Value
(In Millions)
Outstanding at December 31, 2022240,622 $38.51 
Exercised(82,533)35.00 
Outstanding and exercisable at September 29, 2023158,089 $40.35 3.2$6.0 
Time-Based Restricted Stock Units
Most RSUs granted to employees during the nine months ended September 29, 2023 vest over a period of three years from the grant date, subject to the recipient’s continuous service to the Company. RSUs are issued to members of the Board as a portion of their annual retainer and vest quarterly over a period of one year. The grant-date fair value of all RSUs is equal to the closing market price of Integer common stock on the date of grant.
The following table summarizes RSU activity for the nine month period ended September 29, 2023:
Time-Vested
Activity		Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2022291,929 $77.58 
Granted231,604 75.77 
Vested(110,674)79.00 
Forfeited(45,748)72.12 
Nonvested at September 29, 2023367,111 $76.69 
(7.)     STOCK-BASED COMPENSATION (Continued)
Performance-Based Restricted Stock Units
For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of financial and market-based performance conditions over three year performance periods. The financial performance conditions are based on the Company’s sales targets. The market-based performance conditions are based on the Company’s achievement of a relative total shareholder return performance requirement, on a percentile basis, compared to a defined group of peer companies, or contingent upon achieving specified stock price milestones over a five year performance period.
The following table summarizes PRSU activity for the nine month period ended September 29, 2023:
Performance-
Vested
Activity		Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2022263,906 $90.29 
Granted105,757 74.32 
Vested(24,427)107.26 
Forfeited(62,396)83.39 
Nonvested at September 29, 2023282,840 $84.38 
The Company uses a Monte Carlo simulation model to determine the grant-date fair value of awards with market-based performance conditions. The grant-date fair value of all other PRSUs is equal to the closing market price of Integer common stock on the date of grant. The weighted average fair value and assumptions used to value the PRSU awards granted with market-based performance conditions are as follows:
 Nine Months Ended
 September 29,
2023		September 30,
2022
Weighted average fair value$74.29 $97.58 
Risk-free interest rate3.79 %1.58 %
Expected volatility46 %42 %
Expected life (in years)3.03.9
Expected dividend yield— %— %
The valuation of the market-based PRSUs granted during 2023 and 2022 also reflects a weighted average illiquidity discount of 11.23% and 9.25%, respectively, related to the six-month period that recipients are restricted from selling, transferring, pledging or assigning the underlying shares, in the event of vesting.
v3.23.3
RESTRUCTURING AND OTHER CHARGES
 9 Months Ended
Sep. 29, 2023
Restructuring and Related Activities [Abstract]  
RESTRUCTURING AND OTHER CHARGES RESTRUCTURING AND OTHER CHARGES
The Company continuously evaluates the business and identifies opportunities to realign its resources to better serve its customers and markets, improve operational efficiency and capabilities, and lower its operating costs or improve profitability. To realize the benefits associated with these opportunities, the Company undertakes restructuring-type activities to transform its business. The Company incurs costs associated with these activities, which primarily include exit and disposal costs and other costs directly related to the restructuring initiative. Exit and disposal costs (“restructuring charges”) are expensed as incurred in accordance with ASC 420, Exit or Disposal Cost Obligations, and are classified within Restructuring and other charges, while other costs directly related to the restructuring initiatives (“restructuring-related charges”) are classified within Cost of sales, Selling, general and administrative, and Research, development and engineering expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
In addition, from time to time, the Company incurs costs associated with acquiring and integrating businesses, and certain other general expenses, including asset impairments. The Company classifies costs associated with these items within Restructuring and other charges in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Restructuring and other charges comprise the following (in thousands):
 Three Months EndedNine Months Ended
 September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Restructuring charges$35 $1,919 $2,035 $3,017 
Acquisition and integration costs
777 597 1,715 5,866 
Other general expenses28 626 137 1,127 
Total restructuring and other charges
$840 $3,142 $3,887 $10,010 
The following table comprises restructuring and restructuring-related charges by classification in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):
 Three Months EndedNine Months Ended
 September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Restructuring charges:
Restructuring and other charges
$35 $1,919 $2,035 $3,017 
Restructuring-related expenses(a):
Cost of sales404 455 1,097 789 
Selling, general and administrative243 563 1,830 1,265 
Research, development and engineering21 321 662 824 
Total restructuring and restructuring-related charges
$703 $3,258 $5,624 $5,895 
__________
(a) Restructuring-related expenses primarily include retention bonuses and consulting expenses.
(8.)     RESTRUCTURING AND OTHER CHARGES (Continued)
Restructuring programs
Operational excellence
The Company’s operational excellence initiatives mainly consist of costs associated with executing on its sales force, manufacturing, business process and performance excellence operational strategic imperatives. These projects focus on changing the Company’s organizational structure to match product line growth strategies and customer needs, transitioning its manufacturing process into a competitive advantage and standardizing and optimizing its business processes.
Strategic reorganization and alignment
The Company’s strategic reorganization and alignment initiatives primarily include those that align resources with market conditions and the Company’s strategic direction in order to enhance the profitability of its portfolio of products.
Manufacturing alignment to support growth
The Company’s manufacturing alignment to support growth initiatives are designed to reduce costs and improve operating efficiencies by relocating certain manufacturing operations.
The following table summarizes the activity for restructuring reserves (in thousands):
Operational
excellence		Strategic reorganization and alignmentManufacturing alignment to support growthTotal
December 31, 2022$232 $2,134 $— $2,366 
Charges incurred, net of reversals735 989 311 2,035 
Cash payments(869)(2,610)— (3,479)
September 29, 2023$98 $513 $311 $922 
Acquisition and integration
Acquisition and integration costs primarily consist of professional fees and other costs related to business acquisitions. During the nine months ended September 29, 2023, acquisition and integration costs of $1.7 million included expenses primarily related to the integration of Oscor and Aran. During the nine months ended September 30, 2022, acquisition and integration costs of $5.9 million included expenses primarily related to the acquisitions of Oscor and Aran. Acquisition and integration costs for the nine months ended September 29, 2023 and September 30, 2022, included a benefit of $0.5 million and $0.3 million, respectively, to adjust the fair value of acquisition-related contingent consideration liabilities. See Note 13 “Financial Instruments and Fair Value Measurements” for additional information related to the fair value measurement of the contingent consideration.
Other general expenses
During the nine months ended September 29, 2023 and September 30, 2022, the Company recorded expenses related to other initiatives not described above, which relate primarily to integration and operational initiatives to reduce future costs and improve efficiencies.
v3.23.3
INCOME TAXES
 9 Months Ended
Sep. 29, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES 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 discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, the Company continues to explore tax planning opportunities that may have a material impact on its effective tax rate.
The Company’s effective tax rate for the third quarter of 2023 was 15.0% on $32.1 million of income before taxes compared to 5.5% on $17.0 million of income before taxes for the same period in 2022. The Company’s effective tax rate for the nine months ended September 29, 2023 was 17.5% on $78.0 million of income before taxes compared to 12.8% on $55.4 million of income before taxes for the same period of 2022. The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the third quarter and first nine months of 2023 and 2022 is due principally to the net impact of the Company’s earnings outside the U.S., which are generally taxed at rates that differ from the U.S federal rate, the Global Intangible Low-Taxed Income (“GILTI”) tax, the Foreign Derived Intangible Income (“FDII”) deduction, the availability of tax credits, and the recognition of certain discrete tax items. For the third quarter and first nine months of 2023, the Company recorded discrete tax benefits of $0.8 million and $0.4 million, respectively. For the third quarter and first nine months of 2022, the Company recorded discrete tax benefits of $0.7 million and $0.2 million, respectively. The discrete tax benefits for the third quarter and first nine months of 2023 is predominately related to favorable return to provision adjustments attributable to the 2022 U.S. tax return. The remainder of the discrete tax amounts relate predominately to excess tax benefits recognized upon vesting of RSUs during those periods partially offset by tax expense from shortfalls recorded for the forfeiture of certain PRSUs, as well as unfavorable return to provision adjustments attributable to certain foreign tax returns for the 2022 tax year. The discrete tax benefits for the third quarter and first nine months of 2022 are predominately related to favorable return to provision adjustments attributable to the 2021 tax year. The remainder of the discrete tax benefits predominately relate to excess tax benefits recognized upon vesting of RSUs during those periods and/or tax shortfalls recorded for the forfeiture of certain PRSUs.
Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts reflected in the financial statements. As of September 29, 2023, the Company had unrecognized tax benefits of approximately $8.1 million, of which approximately $8.0 million would favorably impact the effective tax rate, net of federal benefit on state issues, if recognized. As of September 29, 2023, the Company believes it is reasonably possible that a reduction of approximately $1.9 million of the balance of unrecognized tax benefits may occur within the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements.
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 29, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Contingent Consideration Arrangements
The Company records contingent consideration liabilities related to the earn-out provisions for certain acquisitions. See Note 13 “Financial Instruments and Fair Value Measurements” for additional information.
Litigation
The Company is subject to litigation arising from time to time in the ordinary course of its business. The Company does not expect that the ultimate resolution of any pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows. However, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which the Company currently believes to be immaterial, will not become material in the future.
Product Warranties
The Company generally warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The product warranty liability is presented within Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. The change in product warranty liability comprised the following (in thousands):
December 31, 2022$77 
Additions to warranty reserve, net of reversals(2)
September 29, 2023$75 
v3.23.3
EARNINGS PER SHARE (“EPS”)
 9 Months Ended
Sep. 29, 2023
Earnings Per Share [Abstract]  
EARNINGS PER SHARE (“EPS”) EARNINGS PER SHARE (“EPS”)
The following table sets forth a reconciliation of the information used in computing basic and diluted EPS (in thousands, except per share amounts):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Numerator for basic and diluted EPS:
Net income$27,257 $16,057 $64,293 $48,260 
Denominator for basic and diluted EPS:
Weighted average shares outstanding - Basic33,346 33,145 33,305 33,116 
Dilutive effect of share-based awards428 191 374 213 
Weighted average shares outstanding - Diluted33,774 33,336 33,679 33,329 
Basic EPS$0.82 $0.48 $1.93 $1.46 
Diluted EPS$0.81 $0.48 $1.91 $1.45 
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 (in thousands):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
RSUs— 30 1 13 
PRSUs83 162 100 164 
The dilutive effect for the Company's 2028 Notes is calculated using the if-converted method. The Company is required, pursuant to the Indenture governing the 2028 Notes, to settle the principal amount of the 2028 Notes in cash and may elect to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company's common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the 2028 Notes are converted. Because the average closing price of the Company's common stock for the three months ended September 29, 2023, which is used as the basis for determining the dilutive effect on earnings per share, was less than the conversion price of $87.20, all associated shares were antidilutive.
In connection with the issuance of the 2028 Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions. The Capped Calls cover, subject to anti-dilution adjustments substantially similar to those in the 2028 Notes, approximately 5.7 million shares of the Company's common stock, the same number of shares initially underlying the 2028 Notes, at a strike price of approximately $108.59, subject to certain adjustments under the terms of the Capped Calls. The Capped Calls will expire upon the maturity of the 2028 Notes, subject to earlier exercise or termination. Exercise of the Capped Calls would reduce the number of shares of the Company's common stock outstanding, and therefore would be antidilutive.
See Note 6 “Debt” for additional information related to 2028 Notes and Capped Calls.
v3.23.3
STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 29, 2023
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common Stock
The following is a summary of the number of shares of common stock issued and outstanding for the nine month periods ended September 29, 2023 and September 30, 2022:
Nine Months Ended
September 29,
2023		September 30,
2022
Shares outstanding at beginning of period33,169,778 33,063,336 
Stock options exercised72,125 — 
Vesting of RSUs, net of shares withheld to cover taxes84,744 67,657 
Shares outstanding at end of period33,326,647 33,130,993 
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) (“AOCI”) comprises the following (in thousands):
Defined
Benefit
Plan
Liability		Cash
Flow
Hedges		Foreign
Currency
Translation
Adjustment		Total
Pre-Tax
Amount		TaxNet-of-Tax
Amount
June 30, 2023$(346)$4,060 $9,174 $12,888 $(718)$12,170 
Unrealized loss on cash flow hedges— (1,534)— (1,534)321 (1,213)
Realized gain on foreign currency hedges— (1,960)— (1,960)412 (1,548)
Foreign currency translation loss— — (12,370)(12,370)— (12,370)
September 29, 2023$(346)$566 $(3,196)$(2,976)$15 $(2,961)
December 31, 2022$(346)$1,760 $4,150 $5,564 $(235)$5,329 
Unrealized gain on cash flow hedges— 4,038 — 4,038 (849)3,189 
Realized gain on foreign currency hedges— (3,970)— (3,970)834 (3,136)
Realized gain on interest rate swap hedge— (1,262)— (1,262)265 (997)
Foreign currency translation loss— — (7,346)(7,346)— (7,346)
September 29, 2023$(346)$566 $(3,196)$(2,976)$15 $(2,961)
July 1, 2022$(890)$1,110 $(5,441)$(5,221)$(63)$(5,284)
Unrealized loss on cash flow hedges— (150)— (150)32 (118)
Realized loss on foreign currency hedges— 211 — 211 (44)167 
Realized gain on interest rate swap hedge— (4)— (4)— (4)
Foreign currency translation loss— — (29,364)(29,364)— (29,364)
September 30, 2022$(890)$1,167 $(34,805)$(34,528)$(75)$(34,603)
December 31, 2021$(890)$(2,291)$29,720 $26,539 $651 $27,190 
Unrealized gain on cash flow hedges— 2,415 — 2,415 (507)1,908 
Realized gain on foreign currency hedges— (246)— (246)52 (194)
Realized loss on interest rate swap hedge— 1,289 — 1,289 (271)1,018 
Foreign currency translation loss— — (64,525)(64,525)— (64,525)
September 30, 2022$(890)$1,167 $(34,805)$(34,528)$(75)$(34,603)
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
 9 Months Ended
Sep. 29, 2023
Fair Value Disclosures [Abstract]  
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments and contingent consideration. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.
The Company is exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates, and may use derivatives to manage these exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets.
The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands):
Fair ValueQuoted
Prices in
Active
Markets
(Level 1)		Significant
Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
September 29, 2023
Assets: Foreign currency hedging contracts$1,738 $— $1,738 $— 
Liabilities: Foreign currency hedging contracts1,172 — 1,172 — 
Liabilities: Contingent consideration294 — — 294 
December 31, 2022
Assets: Interest rate swap$1,262 $— $1,262 $— 
Assets: Foreign currency hedging contracts521 — 521 — 
Liabilities: Foreign currency hedging contracts23 23 
Liabilities: Contingent consideration11,756 — — 11,756 
Derivatives Designated as Hedging Instruments
Interest Rate Swaps
The Company may periodically enter into interest rate swap agreements in order to reduce the cash flow risk caused by interest rate changes on its outstanding floating rate borrowings. Under these swap agreements, the Company pays a fixed rate of interest and receives a floating rate.
The Company had no outstanding interest rate swaps as of September 29, 2023. Information regarding the Company’s outstanding interest rate swap, designated as a cash flow hedge, as of December 31, 2022 is as follows (dollars in thousands):
Notional AmountMaturity DatePay Fixed RateReceive Current Floating RateFair ValueBalance Sheet Location
$100,000 Jun 20232.1785 %4.3869 %$1,262 Prepaid expenses and other current assets
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Foreign Currency Contracts
The Company periodically enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate fluctuations in its international operations. The Company has designated these foreign currency forward contracts as cash flow hedges.
Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of September 29, 2023 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$9,076 Dec 20230.0478MXN Peso$1,738 Prepaid expenses and other current assets
54,223 Sep 20241.0865Euro(1,054)Accrued expenses and other current liabilities
4,733 Dec 20230.0263UYU Peso(53)Accrued expenses and other current liabilities
3,672 Dec 20241.0994Euro(65)Other long-term liabilities
Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2022 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$37,175 Dec 20230.0489MXN Peso$504 Prepaid expenses and other current assets
2,685 Mar 20230.0249UYU Peso17 Prepaid expenses and other current assets
17,309 Mar 20231.0751Euro(23)Accrued expenses and other current liabilities
The following tables present the effect of cash flow hedge derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 29, 2023 and September 30, 2022 (in thousands):
Three Months Ended
September 29, 2023September 30, 2022
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$404,693 $53 $342,680 $(876)
Cost of sales299,137 1,916 255,962 563 
Operating expenses57,481 (9)57,460 102 
Interest expense11,967 — 10,676 4 
Nine Months Ended
September 29, 2023September 30, 2022
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$1,183,522 $(81)$1,003,673 $(1,301)
Cost of sales875,489 4,008 742,583 1,309 
Operating expenses184,216 43 176,628 238 
Interest expense40,680 1,262 24,417 (1,289)
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Unrealized Gain (Loss) Recognized in OCIRealized Gain (Loss) Reclassified from AOCI
Three Months Ended
Location in Statements of Operations and Comprehensive
 Income (Loss)
Three Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Interest rate swap$— $678 Interest expense$— $4 
Foreign exchange contracts(1,690)(847)Sales53 (876)
Foreign exchange contracts218 91 Cost of sales1,916 563 
Foreign exchange contracts(62)(72)Operating expenses(9)102 
Nine Months Ended
Location in Statements of Operations and Comprehensive
 Income (Loss)
Nine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Interest rate swap$— $3,204 Interest expense$1,262 $(1,289)
Foreign exchange contracts(1,177)(2,528)Sales(81)(1,301)
Foreign exchange contracts5,232 1,456 Cost of sales4,008 1,309 
Foreign exchange contracts(17)283 Operating expenses43 238 
The Company expects to reclassify net gains totaling $0.6 million related to its cash flow hedges from AOCI into earnings during the next twelve months.
Net Investment Hedges
The Company has foreign-denominated long-term debt balances that qualify as net investment hedges. Changes in the value of these net investment hedges due to foreign currency gains or losses are deferred as foreign currency translation adjustments in Other comprehensive income (loss) on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), and will remain in Accumulated other comprehensive income (loss) until the hedged investment is sold or substantially liquidated. We evaluate the effectiveness of the net investment hedges each quarter.
As of September 29, 2023, the Company had a €22 million borrowing on the Revolving Credit Facility that was designated as a net investment hedge on a portion of the Company’s net investments in certain of its entities with functional currencies denominated in the Euro. There were no net investment hedges outstanding at December 31, 2022.
Derivatives Not Designated as Hedging Instruments
The Company also has foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currency and are adjusted to current values using period-end exchange rates. To minimize foreign currency exposure, the Company enters into foreign currency contracts with a one month maturity. At September 29, 2023 and December 31, 2022, the Company had total gross notional amounts of $20.0 million and $12.0 million, respectively, of foreign currency contracts outstanding that were not designated as hedges. The fair value of derivatives not designated as hedges was not material for any period presented. Net gains/losses on foreign currency contracts not designated as hedging instruments are included in Other (gain) loss, net on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company recorded net losses of $0.6 million and $0.7 million, respectively, for the three and nine months ended September 29, 2023, compared to gains of $0.9 million and $1.6 million, respectively, for the three and nine months ended September 30, 2022, respectively. Each of the foreign currency contracts not designated as hedging instruments will have approximately offsetting effects from the underlying intercompany loans subject to foreign exchange remeasurement.
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Contingent Consideration
The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three and nine months ended September 29, 2023 and September 30, 2022 (in thousands):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Fair value measurement at beginning of period$555 $9,072 $11,756 $2,415 
Amount recorded for current year acquisitions
— — — 7,375 
Fair value measurement adjustment(261)(347)(526)(293)
Payments
— — (11,177)(493)
Foreign currency translation— (453)241 (732)
Fair value measurement at end of period$294 $8,272 $294 $8,272 
On October 7, 2019, the Company acquired certain assets and liabilities of US BioDesign, LLC (“USB”), a privately-held developer and manufacturer of complex braided biomedical structures for disposable and implantable medical devices. As of September 29, 2023 and December 31, 2022, the Company assessed the probability of meeting the required revenue threshold as unlikely and determined the fair value of the contingent consideration liability relating to the acquisition of USB was zero. The final earnout period under the asset purchase agreement for USB ends on December 31, 2023. During the nine months ended September 30, 2022, the Company made a $0.5 million payment associated with the USB acquisition, resulting from achievement of revenue-based goals for the period from January 1, 2021 to December 31, 2021.
On February 19, 2020, the Company acquired certain assets and liabilities of InoMec Ltd. (“InoMec”), a privately-held company based in Israel that specializes in the research, development and manufacturing of medical devices, including minimally invasive tools, delivery systems, tubing and catheters, surgery tools, drug-device combination, laser combined devices, and tooling and production. As of September 29, 2023 and December 31, 2022, the fair value of the contingent consideration liability relating to the acquisition of InoMec was $0.3 million and $1.1 million, respectively. During the nine months ended September 29, 2023, the Company made a $0.3 million payment associated with the InoMec acquisition, resulting from achievement of revenue-based goals for the period from March 1, 2022 to February 28, 2023. The final earnout period under the asset purchase agreement for InoMec ends on February 29, 2024. The remaining maximum potential undiscounted payout for the contingent consideration liability relating to the acquisition of InoMec is $0.9 million.
On April 6, 2022, the Company acquired Aran. See Note 2 “Business Acquisitions” for additional information about the Aran acquisition and related contingent consideration. During the nine months ended September 29, 2023, the Company made a $10.9 million payment associated with the final earnout period under the asset purchase agreement for Aran, resulting from achievement of the maximum revenue-based goals for the year ended December 31, 2022. As of December 31, 2022, the fair value of the contingent consideration liability relating to the acquisition of Aran was $10.9 million.
The contingent consideration at September 29, 2023 is the estimated fair value of the Company’s remaining obligations under the asset purchase agreements for InoMec and USB. As of September 29, 2023, contingent consideration liabilities of $0.3 million are included in Accrued expenses and other current liabilities on the Condensed Consolidated Balance Sheets. As of December 31, 2022, the current portion of contingent consideration liabilities included in Accrued expenses and other current liabilities was $11.2 million and the non-current portion included in Other long-term liabilities was $0.6 million.
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these items.
Borrowings under the Company’s Revolving Credit Facility and TLA Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments.
Equity Investments
The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Condensed Consolidated Balance Sheets.
Equity investments comprise the following (in thousands):
September 29,
2023		December 31,
2022
Equity method investment$8,032 $8,252 
Non-marketable equity securities2,385 5,637 
Total equity investments
$10,417 $13,889 
The components of Loss on equity investments for each period were as follows (in thousands):
Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Equity method investment loss$199 $2,887 $220 $5,611 
Impairment charges3,252 — 3,252 — 
Total loss on equity investments, net
$3,451 $2,887 $3,472 $5,611 
During the third quarter of 2023, the Company determined that an investment in one of its non-marketable equity securities was impaired and determined the fair value to be zero based upon available information. An impairment charge of $3.3 million was recognized during the third quarter of 2023. This assessment was based on qualitative indications of impairment which are considered to be a Level 3 fair value measurement, as the fair value was determined based on significant inputs not observable in the market. Factors that significantly influenced the determination of the impairment loss included the investee’s financial condition, operational and financing cash flow activities, and priority claims to the equity security, distributions rights and preferences.
The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of September 29, 2023, the Company owned 7.5% of this fund.
v3.23.3
SEGMENT INFORMATION
 9 Months Ended
Sep. 29, 2023
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. This segment structure reflects the financial information and reports used by the Company’s management, specifically its Chief Operating Decision Maker, to make decisions regarding the Company’s business, including resource allocations and performance assessments. This segment structure reflects the Company’s current operating focus in compliance with ASC 280, Segment Reporting. For purposes of segment reporting, intercompany sales between segments are not material.
The following table presents sales by product line (in thousands):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Segment sales by product line:
Medical
Cardio & Vascular$214,003 $174,131 $613,700 $513,772 
Cardiac Rhythm Management & Neuromodulation
159,221 130,631 457,771 389,900 
Advanced Surgical, Orthopedics & Portable Medical22,678 26,150 77,808 69,101 
Total Medical395,902 330,912 1,149,279 972,773 
Non-Medical8,791 11,768 34,243 30,900 
Total sales$404,693 $342,680 $1,183,522 $1,003,673 
The following table presents income for the Company’s reportable segments (in thousands):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Segment income:
Medical$73,687 $49,176 $196,990 $147,904 
Non-Medical(905)1,818 3,399 4,108 
Total segment income72,782 50,994 200,389 152,012 
Unallocated operating expenses
(24,707)(21,736)(76,572)(67,550)
Operating income48,075 29,258 123,817 84,462 
Unallocated expenses, net(15,998)(12,263)(45,851)(29,096)
Income before taxes$32,077 $16,995 $77,966 $55,366 
v3.23.3
REVENUE FROM CONTRACTS WITH CUSTOMERS
 9 Months Ended
Sep. 29, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregated Revenue
In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations. For a summary by disaggregated product line sales for each segment, refer to Note 14, “Segment Information.”
Revenue recognized from products and services transferred to customers over time represented 31% and 28% of total revenue for the three and nine months ended September 29, 2023, compared to 28% and 30%, respectively, for the three and nine months ended September 30, 2022. Substantially all of the revenue recognized from products and services transferred to customers over time during the periods presented was within the Medical segment.
The following tables present revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues.
Three Months Ended
September 29, 2023September 30, 2022
CustomerMedicalNon-Medical MedicalNon-Medical
Customer A18%*18%*
Customer B15%*16%*
Customer C14%*13%*
Customer D*17%*25%
Customer E*14%**
Customer F***15%
All other customers53%69%53%60%
Nine Months Ended
September 29, 2023September 30, 2022
CustomerMedicalNon-MedicalMedicalNon-Medical
Customer A18%*18%*
Customer B16%*17%*
Customer C14%*13%*
Customer D*20%*33%
All other customers52%80%52%67%
__________
* Less than 10% of segment’s total revenues for the period.
(15.)    REVENUE FROM CONTRACTS WITH CUSTOMERS (Continued)
The following tables present revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped.
Three Months Ended
September 29, 2023September 30, 2022
Ship to LocationMedicalNon-Medical MedicalNon-Medical
United States56%61%54%74%
Canada*13%**
All other countries44%26%46%26%
Nine Months Ended
September 29, 2023September 30, 2022
Ship to LocationMedicalNon-MedicalMedicalNon-Medical
United States56%62%54%70%
Canada*11%**
All other countries44%27%46%30%
__________
* Less than 10% of segment’s total revenues for the period.
Contract Balances
The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):
September 29,
2023		December 31,
2022
Contract assets$86,637 $71,927 
Contract liabilities5,818 5,616 
During the three and nine months ended September 29, 2023, the Company recognized $0.4 million and $3.1 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2022. During the three and nine months ended September 30, 2022, the Company recognized $0.5 million and $2.2 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2021.
v3.23.3
SUBSEQUENT EVENT
 9 Months Ended
Sep. 29, 2023
Subsequent Events [Abstract]  
SUBSEQUENT EVENT SUBSEQUENT EVENT
On October 1, 2023, the Company acquired certain assets of InNeuroCo, Inc. (“ InNeuroCo”) in an all cash transaction for $42 million, subject to customary working capital adjustments, with up to $13.5 million of contingent consideration payable based on specified revenue growth milestones being met through 2027, and a one-time contingent payment to be made based on cumulative revenue amounts through 2027 exceeding a specified revenue target. The Company funded the purchase price with borrowings under its Revolving Credit Facility during the fourth quarter of 2023.
InNeuroCo, a privately-held company based in Florida, is a recognized leader in neurovascular catheter innovation with strong development and manufacturing capabilities. InNeuroCo’s expertise and highly differentiated neurovascular catheter innovation complements the Company’s existing capabilities and market focus. Consistent with the Company’s strategy, the addition of InNeuroCo further increases Integer’s ability to provide enhanced solutions to its customers in the neurovascular catheter space.
For segment reporting purposes, the results of operations and assets from this acquisition will be included in the Company’s Medical segment. In addition to assets acquired and liabilities assumed, the Company expects to allocate the purchase price to identifiable intangible assets such as developed technology and customer relationships. The Company expects to determine the preliminary purchase price allocation prior to the end of the fourth quarter of 2023. Goodwill arising from the acquisition is tax deductible.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Pay vs Performance Disclosure        
Net income $ 27,257 $ 16,057 $ 64,293 $ 48,260
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Sep. 29, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
BASIS OF PRESENTATION (Policies)
 9 Months Ended
Sep. 29, 2023
Accounting Policies [Abstract]  
Interim Basis of Accounting 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 the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, 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.
Trade Accounts Receivable - Factoring Arrangements Trade Accounts Receivable - Factoring ArrangementsDuring the first nine months of 2023, the Company entered into receivable factoring arrangements, pursuant to which certain receivables may be sold to financial institutions without recourse in exchange for cash. Transactions under the receivables factoring arrangements are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under these arrangements, the Company does not maintain any beneficial interest in the receivables sold. Once sold, the receivables are no longer available to satisfy creditors in the event of bankruptcy. Sale proceeds are reflected in Cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. Factoring fees are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
Recent Accounting Pronouncements
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The Company evaluated all recent accounting pronouncements issued, including those that are currently effective, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, that are of significance, or potential significance, to the Company.
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 discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, the Company continues to explore tax planning opportunities that may have a material impact on its effective tax rate.
Equity Investments
Equity Investments
The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Condensed Consolidated Balance Sheets.
v3.23.3
BUSINESS ACQUISITIONS (Tables)
 9 Months Ended
Sep. 29, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Final Allocation of Purchase Consideration The following table summarizes the final fair values of the assets acquired and liabilities assumed (in thousands):
Fair value of net assets acquired
Current assets$9,319 
Property, plant and equipment4,151 
Goodwill68,460 
Definite-lived intangible assets71,485 
Operating lease assets3,505 
Other noncurrent assets1,354 
Current liabilities(4,370)
Operating lease liabilities(3,258)
Other noncurrent liabilities(9,377)
Fair value of net assets acquired$141,269 
Schedule of Business Acquisition, Pro Forma Information These pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future.
Three Months Ended
September 30, 2022
Nine Months Ended
September 30, 2022
Sales$342,680 $1,009,036 
Net income16,057 50,285 
v3.23.3
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
 9 Months Ended
Sep. 29, 2023
Supplemental Cash Flow Elements [Abstract]  
Schedule of Cash Flow, Supplemental Disclosures
The following is supplemental information relating to the Condensed Consolidated Statements of Cash Flows (in thousands):
Nine Months Ended
September 29,
2023		September 30,
2022
Noncash investing and financing activities:
Property, plant and equipment purchases included in accounts payable$11,806 $4,992 
Supplemental lease disclosures:
Assets acquired under operating leases912 11,817 
v3.23.3
INVENTORIES (Tables)
 9 Months Ended
Sep. 29, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventory
Inventories comprise the following (in thousands):
September 29,
2023		December 31,
2022
Raw materials$102,866 $98,640 
Work-in-process110,080 98,188 
Finished goods19,212 11,938 
Total$232,158 $208,766 
v3.23.3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)
 9 Months Ended
Sep. 29, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The changes in the carrying amount of goodwill by reportable segment for the nine months ended September 29, 2023 were as follows (in thousands):
MedicalNon- MedicalTotal
December 31, 2022$965,192 $17,000 $982,192 
Foreign currency translation(2,306)— (2,306)
September 29, 2023$962,886 $17,000 $979,886 
Schedule of Finite-Lived Intangible Assets, Major Class
Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
September 29, 2023
Definite-lived:
Purchased technology and patents$283,384 $(190,583)$92,801 
Customer lists823,690 (241,879)581,811 
Amortizing tradenames and other20,974 (6,759)14,215 
Total amortizing intangible assets$1,128,048 $(439,221)$688,827 
Indefinite-lived:
Trademarks and tradenames$90,288 
December 31, 2022
Definite-lived:
Purchased technology and patents$283,929 $(178,844)$105,085 
Customer lists825,634 (216,546)609,088 
Amortizing tradenames and other21,028 (5,600)15,428 
Total amortizing intangible assets$1,130,591 $(400,990)$729,601 
Indefinite-lived:
Trademarks and tradenames$90,288 
Schedule of Indefinite-Lived Intangible Assets
Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
September 29, 2023
Definite-lived:
Purchased technology and patents$283,384 $(190,583)$92,801 
Customer lists823,690 (241,879)581,811 
Amortizing tradenames and other20,974 (6,759)14,215 
Total amortizing intangible assets$1,128,048 $(439,221)$688,827 
Indefinite-lived:
Trademarks and tradenames$90,288 
December 31, 2022
Definite-lived:
Purchased technology and patents$283,929 $(178,844)$105,085 
Customer lists825,634 (216,546)609,088 
Amortizing tradenames and other21,028 (5,600)15,428 
Total amortizing intangible assets$1,130,591 $(400,990)$729,601 
Indefinite-lived:
Trademarks and tradenames$90,288 
Schedule of Finite-Lived Intangible Assets, Amortization Expense
Aggregate intangible asset amortization expense comprises the following (in thousands):
 Three Months EndedNine Months Ended
 September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Cost of sales$4,037 $3,980 $12,051 $11,662 
Selling, general and administrative expenses9,068 8,146 27,085 24,353 
Total intangible asset amortization expense$13,105 $12,126 $39,136 $36,015 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated future intangible asset amortization expense based on the carrying value as of September 29, 2023 is as follows (in thousands):
Remainder of 20232024202520262027After 2027
Amortization Expense$13,179 $51,436 $50,631 $48,800 $45,860 $478,921 
v3.23.3
DEBT (Tables)
 9 Months Ended
Sep. 29, 2023
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
Long-term debt comprises the following (in thousands):
 September 29, 2023December 31, 2022
Principal AmountUnamortizedDiscounts and Issuance CostsNet Carrying AmountPrincipal AmountUnamortizedDiscounts and Issuance CostsNet Carrying Amount
Senior Secured Credit Facilities:
Revolving credit facilities$81,247 $— $81,247 $140,300 $— $140,300 
Term loan A375,000 (1,776)373,224 455,313 (2,172)453,141 
Term loan B— — — 335,625 (3,805)331,820 
Convertible Senior Notes due 2028500,000 (13,088)486,912 — — — 
Total$956,247 $(14,864)$941,383 $931,238 $(5,977)$925,261 
Current portion of long-term debt— (18,188)
Long-term debt$941,383 $907,073 
Schedule of Maturities of Long-term Debt
Contractual maturities under the Senior Secured Credit Facilities for the remainder of 2023 and through maturity, excluding any discounts or premiums, as of September 29, 2023 are as follows (in thousands):
Remainder of 20232024202520262027After 2027
Future minimum principal payments$— $— $10,000 $27,500 $30,000 $888,747 
Schedule of Deferred Financing Costs
The change in deferred debt issuance costs related to the Company’s Revolving Credit Facility is as follows (in thousands):
December 31, 2022$2,387 
Financing costs incurred579 
Write-off of deferred debt issuance costs(260)
Amortization during the period(401)
September 29, 2023$2,305 
The change in unamortized discount and deferred debt issuance costs related to the Term Loan Facilities and 2028 Convertible Senior Notes is as follows (in thousands):
Deferred Debt Issuance CostsUnamortized DiscountTotal
December 31, 2022$4,569 $1,408 $5,977 
Financing costs incurred1,602 13,750 15,352 
Write-off of deferred debt issuance costs and unamortized discount(2,867)(1,391)(4,258)
Amortization during the period(492)(1,715)(2,207)
September 29, 2023$2,812 $12,052 $14,864 
v3.23.3
STOCK-BASED COMPENSATION (Tables)
 9 Months Ended
Sep. 29, 2023
Share-Based Payment Arrangement [Abstract]  
Schedule of Employee Service Share-Based Compensation, Allocation of Recognized Period Costs
The classification of stock-based compensation expense was as follows (in thousands):
 Three Months EndedNine Months Ended
 September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Cost of sales$865 $749 $3,127 $2,355 
Selling, general and administrative4,367 3,710 12,917 11,563 
Research, development and engineering250 209 978 872 
Restructuring and other charges14 354 77 1,183 
Total stock-based compensation expense$5,496 $5,022 $17,099 $15,973 
Schedule of Share-Based Compensation, Stock Options Activity
The following table summarizes the Company’s stock option activity for the nine month period ended September 29, 2023:
Number of
Stock
Options		Weighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Life
(In Years)		Aggregate
Intrinsic
Value
(In Millions)
Outstanding at December 31, 2022240,622 $38.51 
Exercised(82,533)35.00 
Outstanding and exercisable at September 29, 2023158,089 $40.35 3.2$6.0 
Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity
The following table summarizes RSU activity for the nine month period ended September 29, 2023:
Time-Vested
Activity		Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2022291,929 $77.58 
Granted231,604 75.77 
Vested(110,674)79.00 
Forfeited(45,748)72.12 
Nonvested at September 29, 2023367,111 $76.69 
The following table summarizes PRSU activity for the nine month period ended September 29, 2023:
Performance-
Vested
Activity		Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2022263,906 $90.29 
Granted105,757 74.32 
Vested(24,427)107.26 
Forfeited(62,396)83.39 
Nonvested at September 29, 2023282,840 $84.38 
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions The weighted average fair value and assumptions used to value the PRSU awards granted with market-based performance conditions are as follows:
 Nine Months Ended
 September 29,
2023		September 30,
2022
Weighted average fair value$74.29 $97.58 
Risk-free interest rate3.79 %1.58 %
Expected volatility46 %42 %
Expected life (in years)3.03.9
Expected dividend yield— %— %
v3.23.3
RESTRUCTURING AND OTHER CHARGES (Tables)
 9 Months Ended
Sep. 29, 2023
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Charges
Restructuring and other charges comprise the following (in thousands):
 Three Months EndedNine Months Ended
 September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Restructuring charges$35 $1,919 $2,035 $3,017 
Acquisition and integration costs
777 597 1,715 5,866 
Other general expenses28 626 137 1,127 
Total restructuring and other charges
$840 $3,142 $3,887 $10,010 
The following table comprises restructuring and restructuring-related charges by classification in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands):
 Three Months EndedNine Months Ended
 September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Restructuring charges:
Restructuring and other charges
$35 $1,919 $2,035 $3,017 
Restructuring-related expenses(a):
Cost of sales404 455 1,097 789 
Selling, general and administrative243 563 1,830 1,265 
Research, development and engineering21 321 662 824 
Total restructuring and restructuring-related charges
$703 $3,258 $5,624 $5,895 
__________
(a) Restructuring-related expenses primarily include retention bonuses and consulting expenses.
Schedule of Changes in Restructuring Reserves
The following table summarizes the activity for restructuring reserves (in thousands):
Operational
excellence		Strategic reorganization and alignmentManufacturing alignment to support growthTotal
December 31, 2022$232 $2,134 $— $2,366 
Charges incurred, net of reversals735 989 311 2,035 
Cash payments(869)(2,610)— (3,479)
September 29, 2023$98 $513 $311 $922 
v3.23.3
COMMITMENTS AND CONTINGENCIES (Tables)
 9 Months Ended
Sep. 29, 2023
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Product Warranty Liability The change in product warranty liability comprised the following (in thousands):
December 31, 2022$77 
Additions to warranty reserve, net of reversals(2)
September 29, 2023$75 
v3.23.3
EARNINGS PER SHARE (“EPS”) (Tables)
 9 Months Ended
Sep. 29, 2023
Earnings Per Share [Abstract]  
Schedule of Calculation of Numerator and Denominator in Earnings Per Share
The following table sets forth a reconciliation of the information used in computing basic and diluted EPS (in thousands, except per share amounts):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Numerator for basic and diluted EPS:
Net income$27,257 $16,057 $64,293 $48,260 
Denominator for basic and diluted EPS:
Weighted average shares outstanding - Basic33,346 33,145 33,305 33,116 
Dilutive effect of share-based awards428 191 374 213 
Weighted average shares outstanding - Diluted33,774 33,336 33,679 33,329 
Basic EPS$0.82 $0.48 $1.93 $1.46 
Diluted EPS$0.81 $0.48 $1.91 $1.45 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The diluted weighted average share calculations do not include the following securities, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
RSUs— 30 1 13 
PRSUs83 162 100 164 
v3.23.3
STOCKHOLDERS' EQUITY (Tables)
 9 Months Ended
Sep. 29, 2023
Equity [Abstract]  
Schedule of Common Stock Outstanding Roll Forward
The following is a summary of the number of shares of common stock issued and outstanding for the nine month periods ended September 29, 2023 and September 30, 2022:
Nine Months Ended
September 29,
2023		September 30,
2022
Shares outstanding at beginning of period33,169,778 33,063,336 
Stock options exercised72,125 — 
Vesting of RSUs, net of shares withheld to cover taxes84,744 67,657 
Shares outstanding at end of period33,326,647 33,130,993 
Schedule of Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) (“AOCI”) comprises the following (in thousands):
Defined
Benefit
Plan
Liability		Cash
Flow
Hedges		Foreign
Currency
Translation
Adjustment		Total
Pre-Tax
Amount		TaxNet-of-Tax
Amount
June 30, 2023$(346)$4,060 $9,174 $12,888 $(718)$12,170 
Unrealized loss on cash flow hedges— (1,534)— (1,534)321 (1,213)
Realized gain on foreign currency hedges— (1,960)— (1,960)412 (1,548)
Foreign currency translation loss— — (12,370)(12,370)— (12,370)
September 29, 2023$(346)$566 $(3,196)$(2,976)$15 $(2,961)
December 31, 2022$(346)$1,760 $4,150 $5,564 $(235)$5,329 
Unrealized gain on cash flow hedges— 4,038 — 4,038 (849)3,189 
Realized gain on foreign currency hedges— (3,970)— (3,970)834 (3,136)
Realized gain on interest rate swap hedge— (1,262)— (1,262)265 (997)
Foreign currency translation loss— — (7,346)(7,346)— (7,346)
September 29, 2023$(346)$566 $(3,196)$(2,976)$15 $(2,961)
July 1, 2022$(890)$1,110 $(5,441)$(5,221)$(63)$(5,284)
Unrealized loss on cash flow hedges— (150)— (150)32 (118)
Realized loss on foreign currency hedges— 211 — 211 (44)167 
Realized gain on interest rate swap hedge— (4)— (4)— (4)
Foreign currency translation loss— — (29,364)(29,364)— (29,364)
September 30, 2022$(890)$1,167 $(34,805)$(34,528)$(75)$(34,603)
December 31, 2021$(890)$(2,291)$29,720 $26,539 $651 $27,190 
Unrealized gain on cash flow hedges— 2,415 — 2,415 (507)1,908 
Realized gain on foreign currency hedges— (246)— (246)52 (194)
Realized loss on interest rate swap hedge— 1,289 — 1,289 (271)1,018 
Foreign currency translation loss— — (64,525)(64,525)— (64,525)
September 30, 2022$(890)$1,167 $(34,805)$(34,528)$(75)$(34,603)
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)
 9 Months Ended
Sep. 29, 2023
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands):
Fair ValueQuoted
Prices in
Active
Markets
(Level 1)		Significant
Other
Observable
Inputs
(Level 2)		Significant
Unobservable
Inputs
(Level 3)
September 29, 2023
Assets: Foreign currency hedging contracts$1,738 $— $1,738 $— 
Liabilities: Foreign currency hedging contracts1,172 — 1,172 — 
Liabilities: Contingent consideration294 — — 294 
December 31, 2022
Assets: Interest rate swap$1,262 $— $1,262 $— 
Assets: Foreign currency hedging contracts521 — 521 — 
Liabilities: Foreign currency hedging contracts23 23 
Liabilities: Contingent consideration11,756 — — 11,756 
Information regarding the Company’s outstanding interest rate swap, designated as a cash flow hedge, as of December 31, 2022 is as follows (dollars in thousands):
Notional AmountMaturity DatePay Fixed RateReceive Current Floating RateFair ValueBalance Sheet Location
$100,000 Jun 20232.1785 %4.3869 %$1,262 Prepaid expenses and other current assets
Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of September 29, 2023 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$9,076 Dec 20230.0478MXN Peso$1,738 Prepaid expenses and other current assets
54,223 Sep 20241.0865Euro(1,054)Accrued expenses and other current liabilities
4,733 Dec 20230.0263UYU Peso(53)Accrued expenses and other current liabilities
3,672 Dec 20241.0994Euro(65)Other long-term liabilities
Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2022 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$37,175 Dec 20230.0489MXN Peso$504 Prepaid expenses and other current assets
2,685 Mar 20230.0249UYU Peso17 Prepaid expenses and other current assets
17,309 Mar 20231.0751Euro(23)Accrued expenses and other current liabilities
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)
The following tables present the effect of cash flow hedge derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 29, 2023 and September 30, 2022 (in thousands):
Three Months Ended
September 29, 2023September 30, 2022
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$404,693 $53 $342,680 $(876)
Cost of sales299,137 1,916 255,962 563 
Operating expenses57,481 (9)57,460 102 
Interest expense11,967 — 10,676 4 
Nine Months Ended
September 29, 2023September 30, 2022
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$1,183,522 $(81)$1,003,673 $(1,301)
Cost of sales875,489 4,008 742,583 1,309 
Operating expenses184,216 43 176,628 238 
Interest expense40,680 1,262 24,417 (1,289)
Unrealized Gain (Loss) Recognized in OCIRealized Gain (Loss) Reclassified from AOCI
Three Months Ended
Location in Statements of Operations and Comprehensive
 Income (Loss)
Three Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Interest rate swap$— $678 Interest expense$— $4 
Foreign exchange contracts(1,690)(847)Sales53 (876)
Foreign exchange contracts218 91 Cost of sales1,916 563 
Foreign exchange contracts(62)(72)Operating expenses(9)102 
Nine Months Ended
Location in Statements of Operations and Comprehensive
 Income (Loss)
Nine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Interest rate swap$— $3,204 Interest expense$1,262 $(1,289)
Foreign exchange contracts(1,177)(2,528)Sales(81)(1,301)
Foreign exchange contracts5,232 1,456 Cost of sales4,008 1,309 
Foreign exchange contracts(17)283 Operating expenses43 238 
Schedule of Estimated Fair Values for Contingent Consideration
The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three and nine months ended September 29, 2023 and September 30, 2022 (in thousands):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Fair value measurement at beginning of period$555 $9,072 $11,756 $2,415 
Amount recorded for current year acquisitions
— — — 7,375 
Fair value measurement adjustment(261)(347)(526)(293)
Payments
— — (11,177)(493)
Foreign currency translation— (453)241 (732)
Fair value measurement at end of period$294 $8,272 $294 $8,272 
Schedule of Equity Method Investments
Equity investments comprise the following (in thousands):
September 29,
2023		December 31,
2022
Equity method investment$8,032 $8,252 
Non-marketable equity securities2,385 5,637 
Total equity investments
$10,417 $13,889 
The components of Loss on equity investments for each period were as follows (in thousands):
Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Equity method investment loss$199 $2,887 $220 $5,611 
Impairment charges3,252 — 3,252 — 
Total loss on equity investments, net
$3,451 $2,887 $3,472 $5,611 
v3.23.3
SEGMENT INFORMATION (Tables)
 9 Months Ended
Sep. 29, 2023
Segment Reporting [Abstract]  
Schedule of Reconciliation of Revenue from Segments to Consolidated
The following table presents sales by product line (in thousands):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Segment sales by product line:
Medical
Cardio & Vascular$214,003 $174,131 $613,700 $513,772 
Cardiac Rhythm Management & Neuromodulation
159,221 130,631 457,771 389,900 
Advanced Surgical, Orthopedics & Portable Medical22,678 26,150 77,808 69,101 
Total Medical395,902 330,912 1,149,279 972,773 
Non-Medical8,791 11,768 34,243 30,900 
Total sales$404,693 $342,680 $1,183,522 $1,003,673 
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated
The following table presents income for the Company’s reportable segments (in thousands):
 Three Months EndedNine Months Ended
September 29,
2023		September 30,
2022		September 29,
2023		September 30,
2022
Segment income:
Medical$73,687 $49,176 $196,990 $147,904 
Non-Medical(905)1,818 3,399 4,108 
Total segment income72,782 50,994 200,389 152,012 
Unallocated operating expenses
(24,707)(21,736)(76,572)(67,550)
Operating income48,075 29,258 123,817 84,462 
Unallocated expenses, net(15,998)(12,263)(45,851)(29,096)
Income before taxes$32,077 $16,995 $77,966 $55,366 
v3.23.3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
 9 Months Ended
Sep. 29, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Revenue by Major Customers by Reporting Segments
The following tables present revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues.
Three Months Ended
September 29, 2023September 30, 2022
CustomerMedicalNon-Medical MedicalNon-Medical
Customer A18%*18%*
Customer B15%*16%*
Customer C14%*13%*
Customer D*17%*25%
Customer E*14%**
Customer F***15%
All other customers53%69%53%60%
Nine Months Ended
September 29, 2023September 30, 2022
CustomerMedicalNon-MedicalMedicalNon-Medical
Customer A18%*18%*
Customer B16%*17%*
Customer C14%*13%*
Customer D*20%*33%
All other customers52%80%52%67%
__________
* Less than 10% of segment’s total revenues for the period.
Schedule of Revenue by Ship To Location
The following tables present revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped.
Three Months Ended
September 29, 2023September 30, 2022
Ship to LocationMedicalNon-Medical MedicalNon-Medical
United States56%61%54%74%
Canada*13%**
All other countries44%26%46%26%
Nine Months Ended
September 29, 2023September 30, 2022
Ship to LocationMedicalNon-MedicalMedicalNon-Medical
United States56%62%54%70%
Canada*11%**
All other countries44%27%46%30%
__________
* Less than 10% of segment’s total revenues for the period.
Schedule of Contract with Customer, Asset and Liability
The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):
September 29,
2023		December 31,
2022
Contract assets$86,637 $71,927 
Contract liabilities5,818 5,616 
v3.23.3
BASIS OF PRESENTATION (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 29, 2023
Accounting Policies [Abstract]    
Accounts receivable sold $ 47.1 $ 97.4
Factoring fee $ 0.3 $ 0.7
v3.23.3
BUSINESS ACQUISITIONS (Narrative) (Details)
€ in Millions
 3 Months Ended 9 Months Ended
Apr. 06, 2022
USD ($)
Sep. 29, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 29, 2023
USD ($)
Sep. 30, 2022
USD ($)
Apr. 06, 2022
EUR (€)
Business Acquisition [Line Items]            
Net of cash acquired       $ 0 $ 126,636,000  
Aran Acquisition            
Business Acquisition [Line Items]            
Percentage of voting interests acquired 100.00%         100.00%
Consideration transferred $ 141,300,000          
Payments to acquire business 133,900,000     10,900,000    
Net of cash acquired 129,300,000          
Fair value of contingent consideration 7,400,000          
Contingent consideration liability, current $ 10,900,000         € 10.0
Oscor Inc            
Business Acquisition [Line Items]            
Acquisition related costs   $ 0 $ 100,000 $ 0 $ 2,400,000  
v3.23.3
BUSINESS ACQUISITIONS (Allocation Of The Provisional Purchase Price) (Details) - USD ($)
$ in Thousands
Sep. 29, 2023
Dec. 31, 2022
Apr. 06, 2022
Business Acquisition [Line Items]      
Goodwill $ 979,886 $ 982,192  
Aran Acquisition      
Business Acquisition [Line Items]      
Current assets     $ 9,319
Property, plant and equipment     4,151
Goodwill     68,460
Definite-lived intangible assets     71,485
Operating lease assets     3,505
Other noncurrent assets     1,354
Current liabilities     (4,370)
Operating lease liabilities     (3,258)
Other noncurrent liabilities     (9,377)
Fair value of net assets acquired     $ 141,269
v3.23.3
BUSINESS ACQUISITIONS (Pro Forma Information) (Details) - Oscor Inc - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2022
Sep. 30, 2022
Business Combination, Separately Recognized Transactions [Line Items]    
Sales $ 342,680 $ 1,009,036
Net income $ 16,057 $ 50,285
v3.23.3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Noncash investing and financing activities:    
Property, plant and equipment purchases included in accounts payable $ 11,806 $ 4,992
Supplemental lease disclosures:    
Assets acquired under operating leases $ 912 $ 11,817
v3.23.3
INVENTORIES (Details) - USD ($)
$ in Thousands
Sep. 29, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 102,866 $ 98,640
Work-in-process 110,080 98,188
Finished goods 19,212 11,938
Total $ 232,158 $ 208,766
v3.23.3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Goodwill) (Details)
$ in Thousands
 9 Months Ended
Sep. 29, 2023
USD ($)
Goodwill [Roll Forward]  
Opening goodwill $ 982,192
Foreign currency translation (2,306)
Closing goodwill 979,886
Medical  
Goodwill [Roll Forward]  
Opening goodwill 965,192
Foreign currency translation (2,306)
Closing goodwill 962,886
Non-Medical  
Goodwill [Roll Forward]  
Opening goodwill 17,000
Foreign currency translation 0
Closing goodwill $ 17,000
v3.23.3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Definite-Lived and Indefinite-Lived Intangible Assets, Major Class) (Details) - USD ($)
$ in Thousands
Sep. 29, 2023
Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,128,048 $ 1,130,591
Accumulated Amortization (439,221) (400,990)
Net Carrying Amount 688,827 729,601
Trademarks and tradenames    
Indefinite-lived Intangible Assets [Line Items]    
Indefinite-lived 90,288 90,288
Purchased technology and patents    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 283,384 283,929
Accumulated Amortization (190,583) (178,844)
Net Carrying Amount 92,801 105,085
Customer lists    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 823,690 825,634
Accumulated Amortization (241,879) (216,546)
Net Carrying Amount 581,811 609,088
Amortizing tradenames and other    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 20,974 21,028
Accumulated Amortization (6,759) (5,600)
Net Carrying Amount $ 14,215 $ 15,428
v3.23.3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Finite-Lived Intangible Assets, Amortization Expense) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Finite-Lived Intangible Assets [Line Items]        
Total intangible asset amortization expense $ 13,105 $ 12,126 $ 39,136 $ 36,015
Cost of sales        
Finite-Lived Intangible Assets [Line Items]        
Total intangible asset amortization expense 4,037 3,980 12,051 11,662
Selling, general and administrative        
Finite-Lived Intangible Assets [Line Items]        
Total intangible asset amortization expense $ 9,068 $ 8,146 $ 27,085 $ 24,353
v3.23.3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details)
$ in Thousands
Sep. 29, 2023
USD ($)
Amortization Expense  
Remainder of 2023 $ 13,179
2024 51,436
2025 50,631
2026 48,800
2027 45,860
After 2027 $ 478,921
v3.23.3
DEBT (Schedule of Long-Term Debt) (Details) - USD ($)
$ in Thousands
Sep. 29, 2023
Feb. 28, 2023
Dec. 31, 2022
Debt Instrument [Line Items]      
Principal Amount $ 956,247   $ 931,238
UnamortizedDiscounts and Issuance Costs (14,864)   (5,977)
Net Carrying Amount 941,383   925,261
Current portion of long-term debt 0   (18,188)
Long-term debt 941,383   907,073
Convertible Debt | 2028 Convertible Senior Notes      
Debt Instrument [Line Items]      
Net Carrying Amount   $ 65,000  
Revolving Credit Facility | Line of Credit      
Debt Instrument [Line Items]      
Principal Amount 81,247   140,300
UnamortizedDiscounts and Issuance Costs 0   0
Net Carrying Amount 81,247   140,300
Secured Debt | Loans Payable | Term Loan A (TLA) Facility      
Debt Instrument [Line Items]      
Principal Amount 375,000   455,313
UnamortizedDiscounts and Issuance Costs (1,776)   (2,172)
Net Carrying Amount 373,224   453,141
Secured Debt | Loans Payable | Term Loan B (TLB) Facility      
Debt Instrument [Line Items]      
Principal Amount 0   335,625
UnamortizedDiscounts and Issuance Costs 0   (3,805)
Net Carrying Amount 0   331,820
Secured Debt | Convertible Debt | 2028 Convertible Senior Notes      
Debt Instrument [Line Items]      
Principal Amount 500,000   0
UnamortizedDiscounts and Issuance Costs (13,088)   0
Net Carrying Amount $ 486,912   $ 0
v3.23.3
DEBT (Narrative) (Details)
$ / shares in Units, shares in Millions
 1 Months Ended 9 Months Ended 12 Months Ended
Feb. 15, 2023
USD ($)
Feb. 03, 2023
Sep. 02, 2021
Feb. 28, 2023
USD ($)
d
$ / shares
shares
Sep. 29, 2023
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
Feb. 14, 2023
USD ($)
Jan. 31, 2023
$ / shares
Jan. 30, 2023
USD ($)
Debt Instrument [Line Items]                  
Unamortized discounts and issuance costs         $ 14,864,000 $ 5,977,000      
Long-term debt         $ 941,383,000 $ 925,261,000      
Conversion premium on share price (in dollars per share) | $ / shares               $ 65.81  
Capped Call Options                  
Debt Instrument [Line Items]                  
Capped call (in shares) | shares       5.7          
Capped Call Options                  
Debt Instrument [Line Items]                  
Conversion price (in dollars per share) | $ / shares       $ 108.59          
Capped call (in shares) | shares       5.7          
Deferred tax assets       $ 8,800,000          
Derivative, cost of hedge       35,000,000          
Secured Debt | Term Loan A (TLA) Facility                  
Debt Instrument [Line Items]                  
Debt instrument term           5 years      
Debt weighted average interest rate         6.92%        
Unamortized discounts and issuance costs         $ 14,864,000 $ 5,977,000      
Write off of debt issuance cost         2,867,000        
Secured Debt | Term Loan B (TLB) Facility                  
Debt Instrument [Line Items]                  
Debt instrument term           7 years      
Discount percentage     0.50%            
Write off of debt issuance cost         3,900,000        
Secured Debt | Revolving Credit Facility And Term Loan A (TLA) Faility                  
Debt Instrument [Line Items]                  
Unamortized discounts and issuance costs         3,800,000        
Write off of debt issuance cost         $ 600,000        
Convertible Debt | 2028 Convertible Senior Notes                  
Debt Instrument [Line Items]                  
Debt principal payments       500,000,000          
Long-term debt       $ 65,000,000          
Stated interest rate       2.125%          
Convertible debt       $ 485,000,000          
Conversion ratio   0.0114681              
Conversion price (in dollars per share) | $ / shares       $ 87.20 $ 87.20        
Conversion premium interest rate               0.325  
Trading days | d       20          
Consecutive trading days | d       30          
Percentage of stock price       130.00%          
Redemption price, percentage       100.00%          
Number of preceding days       2 days          
Percent of holders to declare debt and interest immediately payable         25.00%        
Effective interest rate       2.76%          
Convertible Debt | 2028 Convertible Senior Notes | Significant Other Observable Inputs (Level 2)                  
Debt Instrument [Line Items]                  
Fair value         $ 545,000,000        
Convertible Debt | 2028 Convertible Senior Notes | Measurement Period                  
Debt Instrument [Line Items]                  
Trading days | d       5          
Consecutive trading days | d       10          
Percentage of stock price       98.00%          
Revolving Credit Facility | Line of Credit                  
Debt Instrument [Line Items]                  
Debt instrument term           5 years      
Line of credit facility, maximum borrowing capacity $ 500,000,000           $ 400,000,000   $ 600,000,000
Increase in maximum borrowing capacity $ 100,000,000                
Borrowing capacity sublimit percentage 50.00%                
Remaining borrowing capacity         415,300,000        
Outstanding borrowings         $ 81,200,000        
Commitment fee on unused portion         0.18%        
Debt weighted average interest rate         6.47%        
Debt issuance costs $ 1,000,000                
Unamortized discounts and issuance costs         $ 0 $ 0      
Write off of debt issuance cost         260,000        
Long-term debt         $ 81,247,000 140,300,000      
Revolving Credit Facility | Line of Credit | Minimum                  
Debt Instrument [Line Items]                  
Commitment fee on unused portion         0.15%        
Revolving Credit Facility | Line of Credit | Maximum                  
Debt Instrument [Line Items]                  
Commitment fee on unused portion         0.25%        
Revolving Credit Facility | Line of Credit | Adjusted Term Secured Overnight Financing Rate (SOFT)                  
Debt Instrument [Line Items]                  
Variable rate basis spread 0.10%                
Revolving Credit Facility | Line of Credit | Term Loan A (TLA) Facility                  
Debt Instrument [Line Items]                  
Line of credit facility, maximum borrowing capacity           $ 400,000,000      
Revolving Credit Facility | Secured Debt | Term Loan A (TLA) Facility                  
Debt Instrument [Line Items]                  
Interest expense ratio         2.50        
Revolving Credit Facility | Secured Debt | Term Loan A (TLA) Facility | Through Maturity                  
Debt Instrument [Line Items]                  
Net leverage ratio incremental increase option         5.00        
Revolving Credit Facility | Secured Debt | Term Loan A (TLA) Facility | Third Fiscal Quarter of 2023                  
Debt Instrument [Line Items]                  
Net leverage ratio incremental increase option         5.50        
Standby Letters of Credit                  
Debt Instrument [Line Items]                  
Letters of credit outstanding amount         $ 3,500,000        
v3.23.3
DEBT (Long-term Debt Maturity Schedule) (Details)
$ in Thousands
Sep. 29, 2023
USD ($)
Debt Disclosure [Abstract]  
Remainder of 2023 $ 0
2024 0
2025 10,000
2026 27,500
2027 30,000
After 2027 $ 888,747
v3.23.3
Debt (Schedule of Deferred Financing Costs) (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Debt Instrument [Line Items]    
Total, beginning balance $ 5,977  
Total, Amortization during the period (7,126) $ (1,445)
Total, ending balance 14,864  
Line of Credit | Revolving Credit Facility    
Debt Instrument [Line Items]    
Debt issuance costs, beginning balance 2,387  
Financing costs incurred 579  
Write-off of debt issuance costs and unamortized discount (260)  
Amortization during the period (401)  
Debt issuance costs, ending balance 2,305  
Total, beginning balance 0  
Total, ending balance 0  
Secured Debt | Term Loan A (TLA) Facility    
Debt Instrument [Line Items]    
Debt issuance costs, beginning balance 4,569  
Financing costs incurred 1,602  
Write-off of debt issuance costs and unamortized discount (2,867)  
Amortization during the period (492)  
Debt issuance costs, ending balance 2,812  
Unamortized discount, beginning balance 1,408  
Unamortized discount, Financing costs incurred 13,750  
Unamortized discount, Write-off during the period (1,391)  
Unamortized discount, Amortization during the period (1,715)  
Unamortized discount, ending balance 12,052  
Total, beginning balance 5,977  
Total, Financing costs incurred 15,352  
Total, Write-off during the period (4,258)  
Total, Amortization during the period (2,207)  
Total, ending balance $ 14,864  
v3.23.3
STOCK-BASED COMPENSATION (Allocation of Recognized Period Costs) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense $ 5,496 $ 5,022 $ 17,099 $ 15,973
Cost of sales        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense 865 749 3,127 2,355
Selling, general and administrative        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense 4,367 3,710 12,917 11,563
Research, development and engineering        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense 250 209 978 872
Restructuring and other charges        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense $ 14 $ 354 $ 77 $ 1,183
v3.23.3
STOCK-BASED COMPENSATION (Stock Options Activity) (Details)
$ / shares in Units, $ in Millions
 9 Months Ended
Sep. 29, 2023
USD ($)
$ / shares
shares
Number of Stock Options  
Options outstanding, beginning balance (in shares) | shares 240,622
Exercised (in shares) | shares (82,533)
Options outstanding, ending balance (in shares) | shares 158,089
Options exercisable at period end (in shares ) | shares 158,089
Weighted Average Exercise Price  
Options outstanding, beginning (in dollars per share) | $ / shares $ 38.51
Exercised (in dollars per share) | $ / shares 35.00
Options outstanding, ending (in dollars per share) | $ / shares 40.35
Options exercisable at period end (in dollars per share) | $ / shares $ 40.35
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]  
Options Outstanding, Weighted Average Remaining Contractual Life 3 years 2 months 12 days
Options Exercisable, Aggregate Intrinsic Value | $ $ 6.0
v3.23.3
STOCK-BASED COMPENSATION (Narrative) (Details)
 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
RSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Requisite service period 3 years  
RSUs | Director    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Requisite service period 1 year  
PRSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Requisite service period 3 years  
Performance period 5 years  
Weighted average illiquidity discount 11.23% 9.25%
Restriction period 6 months 6 months
v3.23.3
STOCK-BASED COMPENSATION (Restricted Stock and Restricted Stock Units Activity) (Details)
 9 Months Ended
Sep. 29, 2023
$ / shares
shares
RSUs  
Time-Vested and Performance-Vested Activity  
Nonvested, beginning (in shares) | shares 291,929
Granted (in shares) | shares 231,604
Vested (in shares) | shares (110,674)
Forfeited (in shares) | shares (45,748)
Nonvested, ending (in shares) | shares 367,111
Weighted Average Grant Date Fair Value  
Nonvested, beginning (in dollars per share) | $ / shares $ 77.58
Granted (in dollars per share) | $ / shares 75.77
Vested (in dollars per share) | $ / shares 79.00
Forfeited (in dollars per share) | $ / shares 72.12
Nonvested, ending (in dollars per share) | $ / shares $ 76.69
PRSUs  
Time-Vested and Performance-Vested Activity  
Nonvested, beginning (in shares) | shares 263,906
Granted (in shares) | shares 105,757
Vested (in shares) | shares (24,427)
Forfeited (in shares) | shares (62,396)
Nonvested, ending (in shares) | shares 282,840
Weighted Average Grant Date Fair Value  
Nonvested, beginning (in dollars per share) | $ / shares $ 90.29
Granted (in dollars per share) | $ / shares 74.32
Vested (in dollars per share) | $ / shares 107.26
Forfeited (in dollars per share) | $ / shares 83.39
Nonvested, ending (in dollars per share) | $ / shares $ 84.38
v3.23.3
STOCK-BASED COMPENSATION (Valuation Assumptions) (Details) - PRSUs - $ / shares
 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Weighted average fair value (in dollars per share) $ 74.29 $ 97.58
Risk-free interest rate 3.79% 1.58%
Expected volatility 46.00% 42.00%
Expected life (in years) 3 years 3 years 10 months 24 days
Expected dividend yield 0.00% 0.00%
v3.23.3
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring And Other Charges Components) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Restructuring and Related Activities [Abstract]        
Restructuring charges $ 35 $ 1,919 $ 2,035 $ 3,017
Acquisition and integration costs 777 597 1,715 5,866
Other general expenses 28 626 137 1,127
Total restructuring and other charges $ 840 $ 3,142 $ 3,887 $ 10,010
v3.23.3
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring Restructuring-Related Costs) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Restructuring charges:        
Restructuring and other charges $ 35 $ 1,919 $ 2,035 $ 3,017
Total restructuring and restructuring-related charges 703 3,258 5,624 5,895
Cost of sales        
Restructuring charges:        
Total restructuring and restructuring-related charges 404 455 1,097 789
Selling, general and administrative        
Restructuring charges:        
Total restructuring and restructuring-related charges 243 563 1,830 1,265
Research, development and engineering        
Restructuring charges:        
Total restructuring and restructuring-related charges $ 21 $ 321 $ 662 $ 824
v3.23.3
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring Reserve By Type of Cost) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Restructuring Reserve [Roll Forward]        
Beginning balance     $ 2,366  
Charges incurred, net of reversals $ 35 $ 1,919 2,035 $ 3,017
Cash payments     (3,479)  
Ending balance 922   922  
Operational excellence        
Restructuring Reserve [Roll Forward]        
Beginning balance     232  
Charges incurred, net of reversals     735  
Cash payments     (869)  
Ending balance 98   98  
Strategic reorganization and alignment        
Restructuring Reserve [Roll Forward]        
Beginning balance     2,134  
Charges incurred, net of reversals     989  
Cash payments     (2,610)  
Ending balance 513   513  
Manufacturing alignment to support growth        
Restructuring Reserve [Roll Forward]        
Beginning balance     0  
Charges incurred, net of reversals     311  
Cash payments     0  
Ending balance $ 311   $ 311  
v3.23.3
RESTRUCTURING AND OTHER CHARGES (Narrative) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]        
Acquisition and integration costs $ 777 $ 597 $ 1,715 $ 5,866
Oscor And Aran Acquisitions        
Restructuring Cost and Reserve [Line Items]        
Acquisition and integration costs     1,700 5,900
(Benefit) expense to adjust the fair value of acquisition related contingent consideration     $ (500) $ (300)
v3.23.3
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Jul. 01, 2022
Jul. 01, 2022
Sep. 29, 2023
Sep. 30, 2022
Income Tax Disclosure [Abstract]            
Effective income tax rate 15.00% 5.50%     17.50% 12.80%
Income before provision for income taxes $ 32,077 $ 16,995     $ 77,966 $ 55,366
Discrete tax benefits 800   $ 700 $ 200 400  
Unrecognized tax benefits 8,100       8,100  
Unrecognized tax benefits that would impact effective tax rate 8,000       8,000  
Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit $ 1,900       $ 1,900  
v3.23.3
COMMITMENTS AND CONTINGENCIES (Schedule of Product Warranty Liability) (Details)
$ in Thousands
 9 Months Ended
Sep. 29, 2023
USD ($)
Movement in Standard Product Warranty Accrual [Roll Forward]  
Balance at beginning of period $ 77
Additions to warranty reserve, net of reversals (2)
Balance at end of period $ 75
v3.23.3
EARNINGS PER SHARE (“EPS”) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Feb. 28, 2023
Numerator for basic and diluted EPS:          
Net income $ 27,257 $ 16,057 $ 64,293 $ 48,260  
Denominator for basic and diluted EPS:          
Weighted average shares outstanding - Basic (in shares) 33,346 33,145 33,305 33,116  
Dilutive effect of share-based awards (in shares) 428 191 374 213  
Weighted average shares outstanding - Diluted (in shares) 33,774 33,336 33,679 33,329  
Basic EPS (in dollars per share) $ 0.82 $ 0.48 $ 1.93 $ 1.46  
Diluted EPS (in dollars per share) 0.81 $ 0.48 1.91 $ 1.45  
Capped Call Options          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Conversion price (in dollars per share)         $ 108.59
Capped call (in shares)         5,700
Strike price (in dollars per share)     108.59    
2028 Convertible Senior Notes | Convertible Debt          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Conversion price (in dollars per share) $ 87.20   $ 87.20   $ 87.20
RSUs          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Securities excluded from calculation of earnings per share (in shares) 0 30 1 13  
PRSUs          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Securities excluded from calculation of earnings per share (in shares) 83 162 100 164  
Capped Call Options          
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]          
Capped call (in shares)         5,700
v3.23.3
STOCKHOLDERS' EQUITY (Shares Issued and Outstanding) (Details) - shares
 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Class Of Stock [Roll Forward]    
Shares outstanding at beginning of period (in shares) 33,169,778  
Shares outstanding at ending of period (in shares) 33,326,647  
Common Stock    
Class Of Stock [Roll Forward]    
Shares outstanding at beginning of period (in shares) 33,169,778 33,063,336
Stock options exercised (in shares) 72,125 0
Shares outstanding at ending of period (in shares) 33,326,647 33,130,993
Common Stock | Restricted Stock    
Class Of Stock [Roll Forward]    
Vesting of RSUs, net of shares withheld to cover taxes (in shares) 84,744 67,657
v3.23.3
STOCKHOLDERS' EQUITY (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period $ 1,445,655 $ 1,363,451 $ 1,417,456 $ 1,354,697
Unrealized gain (loss) on cash flow hedges (1,213) (118) 3,189 1,908
Balance, ending balance 1,463,349 1,355,064 1,463,349 1,355,064
Foreign exchange contracts        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Unrealized gain (loss) on cash flow hedges (1,548) 167 (3,136) (194)
Interest rate swap        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Unrealized gain (loss) on cash flow hedges   (4) (997) 1,018
Defined Benefit Plan Liability        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period (346) (890) (346) (890)
Balance, ending balance (346) (890) (346) (890)
Cash Flow Hedges        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period 4,060 1,110 1,760 (2,291)
Reclassification from AOCI, before tax (1,534) (150) 4,038 2,415
Reclassification from AOCI, tax 321 32 (849) (507)
Balance, ending balance 566 1,167 566 1,167
Cash Flow Hedges | Foreign exchange contracts        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Reclassification from AOCI, before tax (1,960) 211 (3,970) (246)
Reclassification from AOCI, tax 412 (44) 834 52
Cash Flow Hedges | Interest rate swap        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Reclassification from AOCI, before tax   (4) (1,262) 1,289
Reclassification from AOCI, tax   0 265 (271)
Foreign Currency Translation Adjustment        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period 9,174 (5,441) 4,150 29,720
Reclassification from AOCI, before tax (12,370) (29,364) (7,346) (64,525)
Reclassification from AOCI, tax 0 0 0 0
Unrealized gain (loss) on cash flow hedges (12,370) (29,364) (7,346) (64,525)
Balance, ending balance (3,196) (34,805) (3,196) (34,805)
Total Pre-Tax Amount        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period 12,888 (5,221) 5,564 26,539
Balance, ending balance (2,976) (34,528) (2,976) (34,528)
Tax        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period (718) (63) (235) 651
Balance, ending balance 15 (75) 15 (75)
Net-of-Tax Amount        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period 12,170 (5,284) 5,329 27,190
Balance, ending balance $ (2,961) $ (34,603) $ (2,961) $ (34,603)
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) - Fair Value - USD ($)
$ in Thousands
Sep. 29, 2023
Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets: Interest rate swap   $ 1,262
Assets: Foreign currency hedging contracts $ 1,738 521
Liabilities: Foreign currency hedging contracts 1,172 23
Liabilities: Contingent consideration 294 11,756
Quoted Prices in Active Markets (Level 1)    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets: Interest rate swap   0
Assets: Foreign currency hedging contracts 0 0
Liabilities: Foreign currency hedging contracts 0
Liabilities: Contingent consideration 0 0
Significant Other Observable Inputs (Level 2)    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets: Interest rate swap   1,262
Assets: Foreign currency hedging contracts 1,738 521
Liabilities: Foreign currency hedging contracts 1,172 23
Liabilities: Contingent consideration 0 0
Significant Unobservable Inputs (Level 3)    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets: Interest rate swap   0
Assets: Foreign currency hedging contracts 0 0
Liabilities: Foreign currency hedging contracts 0
Liabilities: Contingent consideration $ 294 $ 11,756
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Interest Rate Swaps) (Details) - Interest Rate Swap Maturing June 2023 - Prepaid expenses and other current assets
Dec. 31, 2022
USD ($)
Derivatives, Fair Value [Line Items]  
Notional Amount $ 100,000,000
Pay Fixed Rate 2.1785%
Receive Current Floating Rate 4.3869%
Fair Value $ 1,262,000
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Foreign Currency Contracts) (Details) - Designated as Hedging Instrument
$ in Thousands
Sep. 29, 2023
USD ($)
$ / $
$ / €
$ / $
Dec. 31, 2022
USD ($)
$ / €
$ / $
$ / $
Forex Contract Maturing December 2023 | Prepaid expenses and other current assets    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 9,076  
$/Foreign currency (in dollars per foreign currency) | $ / $ 0.0478  
Fair Value $ 1,738  
Forex Contract Maturing September 2024 | Accrued expenses and other current liabilities    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 54,223  
$/Foreign currency (in dollars per foreign currency) | $ / € 1.0865  
Fair Value $ 1,054  
Forex Contract Maturing December 2023 | Accrued expenses and other current liabilities    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 4,733  
$/Foreign currency (in dollars per foreign currency) | $ / $ 0.0263  
Fair Value $ 53  
Forex Contract Maturing December 2024 | Other long-term liabilities    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 3,672  
$/Foreign currency (in dollars per foreign currency) | $ / $ 1.0994  
Fair Value $ 65  
Forex Contract Maturing December 2023 | Prepaid expenses and other current assets    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 37,175
$/Foreign currency (in dollars per foreign currency) | $ / $   0.0489
Fair Value   $ 504
Forex Contract Maturing March 2023 | Prepaid expenses and other current assets    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 2,685
$/Foreign currency (in dollars per foreign currency) | $ / €   0.0249
Fair Value   $ 17
Forex Contract Maturing March 2023 | Accrued expenses and other current liabilities    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 17,309
$/Foreign currency (in dollars per foreign currency) | $ / $   1.0751
Fair Value   $ (23)
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Impact of Cash Flow Hedges on Other Comprehensive Income (Loss), AOCI and the Condensed Consolidated Statements of Operations) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Total sales $ 404,693 $ 342,680 $ 1,183,522 $ 1,003,673
Cost of sales 299,137 255,962 875,489 742,583
Operating expenses 57,481 57,460 184,216 176,628
Interest expense 11,967 10,676 40,680 24,417
Sales        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Amount of Gain (Loss) on Cash Flow Hedge Activity 53 (876) (81) (1,301)
Sales | Foreign exchange contracts        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Unrealized Gain (Loss) Recognized in OCI (1,690) (847) (1,177) (2,528)
Cost of sales        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Amount of Gain (Loss) on Cash Flow Hedge Activity 1,916 563 4,008 1,309
Cost of sales | Foreign exchange contracts        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Unrealized Gain (Loss) Recognized in OCI 218 91 5,232 1,456
Operating expenses        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Amount of Gain (Loss) on Cash Flow Hedge Activity (9) 102 43 238
Operating expenses | Foreign exchange contracts        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Unrealized Gain (Loss) Recognized in OCI (62) (72) (17) 283
Interest expense        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Amount of Gain (Loss) on Cash Flow Hedge Activity 0 4 1,262 (1,289)
Interest expense | Interest rate swap        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Unrealized Gain (Loss) Recognized in OCI $ 0 $ 678 $ 0 $ 3,204
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Narrative) (Details)
 3 Months Ended 9 Months Ended
Apr. 06, 2022
USD ($)
Sep. 29, 2023
USD ($)
security
Sep. 30, 2022
USD ($)
Sep. 29, 2023
USD ($)
security
Sep. 30, 2022
USD ($)
Sep. 29, 2023
EUR (€)
security
Dec. 31, 2022
USD ($)
Apr. 06, 2022
EUR (€)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Derivative instruments net loss to be reclassified to net income during next twelve months       $ 600,000        
Non-marketable equity securities   $ 2,385,000   $ 2,385,000     $ 5,637,000  
Non-marketable securities impairment   $ 3,300,000            
Impaired Investment                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Number of non-marketable equity securities | security   1   1   1    
Non-marketable equity securities   $ 0   $ 0        
Chinese Venture Capital Fund                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Equity method investment ownership   7.50%   7.50%   7.50%    
Accrued expenses and other current liabilities                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Contingent consideration liability, current   $ 300,000   $ 300,000     11,200,000  
Prepaid expenses and other current assets                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Contingent consideration liability, noncurrent   600,000   600,000     600,000  
USB Acquisition                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Liabilities: contingent consideration   0   0     0  
Consideration transferred         $ 500,000      
InoMec Ltd                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Liabilities: contingent consideration   300,000   300,000     1,100,000  
Payments to acquire business       300,000        
Contingent consideration, range of outcomes, value, high   900,000   900,000        
Aran Acquisition                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Liabilities: contingent consideration             10,900,000  
Consideration transferred $ 141,300,000              
Payments to acquire business 133,900,000     10,900,000        
Contingent consideration liability, current $ 10,900,000             € 10,000,000
Designated as Hedging Instrument | Revolving Credit Facility                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
Outstanding borrowings | €           € 22,000,000    
Foreign exchange contracts | Not Designated as Hedging Instrument                
Fair Value Measurement Inputs and Valuation Techniques [Line Items]                
National amount   20,000,000   20,000,000     $ 12,000,000  
Unrealized gain on cash flow hedges, pretax   $ 600,000 $ 900,000 $ 700,000 $ 1,600,000      
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Estimated Fair Values for Contingent Consideration) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Fair value measurement at beginning of period $ 555 $ 9,072 $ 11,756 $ 2,415
Amount recorded for current year acquisitions 0 0 0 7,375
Fair value measurement adjustment (261) (347) (526) (293)
Payments 0 0 (11,177) (493)
Foreign currency translation 0 (453) 241 (732)
Fair value measurement at end of period $ 294 $ 8,272 $ 294 $ 8,272
v3.23.3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Equity Method Investments) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Dec. 31, 2022
Fair Value Disclosures [Abstract]          
Equity method investment $ 8,032   $ 8,032   $ 8,252
Non-marketable equity securities 2,385   2,385   5,637
Total equity investments 10,417   10,417   $ 13,889
Equity method investment loss 199 $ 2,887 220 $ 5,611  
Impairment charges 3,252 0 3,252 0  
Total loss on equity investments, net $ 3,451 $ 2,887 $ 3,472 $ 5,611  
v3.23.3
SEGMENT INFORMATION (Narrative) (Details)
 9 Months Ended
Sep. 29, 2023
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.23.3
SEGMENT INFORMATION (Reconciliation of Revenue from Segments to Consolidated) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales $ 404,693 $ 342,680 $ 1,183,522 $ 1,003,673
Operating Segments | Medical        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales 395,902 330,912 1,149,279 972,773
Operating Segments | Medical | Cardio & Vascular        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales 214,003 174,131 613,700 513,772
Operating Segments | Medical | Cardiac Rhythm Management & Neuromodulation        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales 159,221 130,631 457,771 389,900
Operating Segments | Medical | Advanced Surgical, Orthopedics & Portable Medical        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales 22,678 26,150 77,808 69,101
Operating Segments | Non-Medical        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales $ 8,791 $ 11,768 $ 34,243 $ 30,900
v3.23.3
SEGMENT INFORMATION (Reconciliation of Operating Profit (Loss) from Segments to Consolidated) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Segment Reporting Information [Line Items]        
Operating income $ 48,075 $ 29,258 $ 123,817 $ 84,462
Unallocated expenses, net (15,998) (12,263) (45,851) (29,096)
Income before taxes 32,077 16,995 77,966 55,366
Operating Segments        
Segment Reporting Information [Line Items]        
Operating income 72,782 50,994 200,389 152,012
Operating Segments | Medical        
Segment Reporting Information [Line Items]        
Operating income 73,687 49,176 196,990 147,904
Operating Segments | Non-Medical        
Segment Reporting Information [Line Items]        
Operating income (905) 1,818 3,399 4,108
Segment Reconciling Items        
Segment Reporting Information [Line Items]        
Operating income $ (24,707) $ (21,736) $ (76,572) $ (67,550)
v3.23.3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Narrative) (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Concentration Risk [Line Items]        
Revenue recognized that was included in contract liability balance at beginning of period $ 0.4 $ 0.5 $ 3.1 $ 2.2
Revenue Benchmark | Product Concentration Risk | Transferred over Time        
Concentration Risk [Line Items]        
Concentration risk percentage 31.00% 28.00% 28.00% 30.00%
v3.23.3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Disaggregated Revenue) (Details) - Revenue from contract with customer benchmark - Customer Concentration Risk
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Medical | Customer A        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 18.00% 18.00% 18.00% 18.00%
Medical | Customer B        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 15.00% 16.00% 16.00% 17.00%
Medical | Customer C        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 14.00% 13.00% 14.00% 13.00%
Medical | All other customers        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 53.00% 53.00% 52.00% 52.00%
Non-Medical | Customer D        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 17.00% 25.00% 20.00% 33.00%
Non-Medical | Customer E        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 14.00%      
Non-Medical | Customer F        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage   15.00%    
Non-Medical | All other customers        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 69.00% 60.00% 80.00% 67.00%
v3.23.3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Schedule of Revenue by Ship To Location) (Details) - Geographic Concentration Risk - Revenue from contract with customer benchmark
 3 Months Ended 9 Months Ended
Sep. 29, 2023
Sep. 30, 2022
Sep. 29, 2023
Sep. 30, 2022
Medical | United States        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 56.00% 54.00% 56.00% 54.00%
Medical | All other countries        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 44.00% 46.00% 44.00% 46.00%
Non-Medical | United States        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 61.00% 74.00% 62.00% 70.00%
Non-Medical | Canada        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 13.00%   11.00%  
Non-Medical | All other countries        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 26.00% 26.00% 27.00% 30.00%
v3.23.3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Assets and Liability) (Details) - USD ($)
$ in Thousands
Sep. 29, 2023
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]    
Contract assets $ 86,637 $ 71,927
Contract liabilities $ 5,818 $ 5,616
v3.23.3
SUBSEQUENT EVENT (Details) - InNeuroCo - Subsequent Event
$ in Millions
Oct. 01, 2023
USD ($)
Subsequent Event [Line Items]  
Consideration transferred $ 42.0
Contingent consideration liability, current $ 13.5