UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
_________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  October 26, 2023
_______________________________

INTEGER HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
_______________________________

Delaware	1-16137	16-1531026	
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)	
5830 Granite Parkway, Suite 1150
Plano, Texas 75024
(Address of Principal Executive Offices) (Zip Code)
(214) 618-5243
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
_______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common Stock, $0.001 par value per share	ITGR	New York Stock Exchange	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.
On October 26, 2023, Integer Holdings Corporation (the “Company”) issued a press release announcing its results for the third quarter ended September 29, 2023.  A copy of the release is furnished with this report as Exhibit 99.1 and is incorporated by reference into this Item 2.02.
The information contained in this report under Item 2.02 and Item 7.01 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information contained in this report under Item 2.02 shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The Company has updated its Earnings Conference Call slide presentation for the third quarter ended September 29, 2023 and will make it available on the Company's website at www.integer.net, under “Investor Relations - News & Events”.  The slide presentation will be referenced during the Company’s earnings conference call.  The information found on, or otherwise accessible through, the Company's website is not incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits

Exhibit Number	 	Description of Exhibit	
 	    	 	
99.1	 	Press Release dated October 26, 2023	
104	 	Cover Page Interactive Data File (embedded within the Inline XBRL document)	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	INTEGER HOLDINGS CORPORATION	

Date: October 26, 2023	By: 	/s/ Diron Smith        	
 	 	Diron Smith	
 	 	Executive Vice President and Chief Financial Officer	

EXHIBIT 99.1
Integer Holdings Corporation Reports Third Quarter 2023 Results

~ Delivered strong performance with 3Q23 financial results ~
~ Increasing full year 2023 outlook ~
PLANO, Texas, Oct. 26, 2023 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR), a leading medical device outsource manufacturer, today announced results for the three months ended September 29, 2023.
Third Quarter 2023 Highlights (compared to Third Quarter 2022, except as noted)
·	Sales increased 18% to $405 million, with organic growth of 18%.
·	GAAP net income increased $11 million to $27 million, an increase of 70%. Non-GAAP adjusted net income increased $11 million to $43 million, an increase of 35%.
·	GAAP operating income increased $19 million to $48 million, an increase of 64%. Non-GAAP adjusted operating income increased $18 million to $64 million, an increase of 39%.
·	GAAP diluted EPS increased $0.33 per share to $0.81 per share. Non-GAAP adjusted EPS increased $0.32 per share to $1.27 per share.
·	Adjusted EBITDA increased $18 million to $81 million, an increase of 28%.
·	From the end of 2022, total debt increased $16 million to $941 million and net total debt increased $17 million to $924 million, mostly attributable to fees associated with the $500 million convertible notes and the $35 million related capped call, resulting in a leverage ratio of 3.1 times adjusted EBITDA as of September 29, 2023.
Acquired certain assets of InNeuroCo, Inc. to further strengthen neurovascular catheter capabilities
·	Closed acquisition October 1, 2023 and expect it to be immediately accretive to EPS.
·	InNeuroCo brings deep design expertise and manufacturing capabilities in high growth neurovascular catheters used primarily in the treatment of ischemic stroke and intracranial aneurysms.
·	$42 million purchase price plus additional consideration contingent on achieving specific revenue targets through 2027.
·	The acquisition structure provides tax deductions that are expected to offset cash taxes by approximately $5 million, net present value, over the next 15 years.
·	InNeuroCo 2023 sales estimated to be approximately $25 million with accretive margin profile. Integer’s fourth quarter 2023 outlook includes $5 million sales and $1 million adjusted operating income from InNeuroCo.
“Integer delivered another strong quarter with organic sales up 18% and adjusted operating income growth of 39%, more than twice the sales growth rate,” said Joseph Dziedzic, Integer’s president and CEO. “As we continue to see strong customer demand across our targeted growth markets, we are increasing our full year sales outlook to 15% growth at the midpoint. Additionally, we are raising our adjusted operating income outlook to 25% growth at midpoint. As part of our growth strategy, we completed the tuck-in acquisition of InNeuroCo on October 1st to further strengthen our neurovascular catheter capabilities.”
Discussion of Product Line Third Quarter 2023 Sales
·	Cardio & Vascular sales increased 23% in the third quarter 2023 compared to the third quarter 2022, driven by continued strong demand across all markets, growth in key products such as guidewires, new product ramps in electrophysiology and structural heart, and supply chain improvements.
·	Cardiac Rhythm Management & Neuromodulation sales increased 22% in the third quarter 2023 compared to the third quarter 2022, with double-digit growth in both CRM and Neuromodulation, driven by strong demand, including double-digit growth from emerging customers with PMA (pre-market approval) products, and supply chain improvements.
·	Advanced Surgical, Orthopedics & Portable Medical sales declined 13% in the third quarter 2023 compared to the third quarter 2022, driven by execution of the planned multi-year Portable Medical exit announced in 2022, and low double-digit decline of Advanced Surgical and Orthopedics.
·	Electrochem sales decreased 25% in the third quarter 2023 compared to the third quarter 2022, returning to a normalized run-rate after previously higher sales from the supply chain recovery.

2023 Outlook(a)
(dollars in millions, except per share amounts)	
 	
 	 	GAAP	 	Non-GAAP(b)	
 	 	As Reported	 	Change from Prior Year	 	Adjusted	 	Change from Prior Year	
Sales	 	$1,575 to $1,595	 	14% to 16%	 	N/A	 	N/A	
Operating income	 	$166 to $174	 	36% to 43%	 	$235 to $243	 	22% to 27%	
EBITDA	 	N/A	 	N/A	 	$302 to $310	 	18% to 21%	
Net income	 	$90 to $96	 	37% to 48%	 	$151 to $157	 	16% to 22%	
Diluted earnings per share	 	$2.66 to $2.86	 	36% to 46%	 	$4.47 to $4.67	 	15% to 20%	
Cash flow from operating activities	 	$185 to $205	 	59% to 76%	 	N/A	 	N/A	

(a) 	Except as described below, further reconciliations by line item to the closest corresponding GAAP financial measure for Adjusted operating income, Adjusted EBITDA, Adjusted net income and Adjusted Earnings per Share (“EPS”) included in our “2023 Outlook” above, and Adjusted total interest expense, Adjusted effective tax rate and Leverage ratio in “Supplemental Financial Information” below, are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and visibility of the charges excluded from these non-GAAP financial measures.	
 	 	
(b) 	Adjusted operating income for 2023 consists of GAAP operating income, excluding items such as amortization of intangible assets, restructuring and restructuring-related charges, and acquisition and integration costs, totaling approximately $70 million, pre-tax. Adjusted net income and Adjusted EPS for 2023 consist of GAAP net income and diluted EPS, excluding items such as amortization of intangible assets, restructuring and restructuring-related charges, acquisition and integration costs, and gain or loss on equity investments totaling approximately $78 million, pre-tax. The after-tax impact of these items is estimated to be approximately $61 million, or approximately $1.81 per diluted share.	
 	 	
 	Adjusted EBITDA is expected to consist of Adjusted net income, excluding items such as depreciation, interest, stock-based compensation and taxes totaling approximately $151 million to $153 million.	
 	 	
Supplemental Financial Information

(dollars in millions)	2023
Outlook	 	2022
Actual	
Depreciation and amortization	$98 to $102	 	$92	
Adjusted total interest expense(a)	$47 to $50	 	$39	
Stock-based compensation	$22 to $23	 	$21	
Restructuring, acquisition and other charges(b)	$15 to $18	 	$22	
Adjusted effective tax rate(c)	17.5% to 18.5%	 	16.1%	
Leverage ratio(d)	2.5x to 3.5x	 	3.5x	
Capital expenditures(d)	$100 to $120	 	$74	
Cash income tax payments	$29 to $33	 	$11	

(a) 	Adjusted total interest expense refers to our expected full-year GAAP total interest expense, expected to range from $52 million to $55 million for 2023, adjusted to remove the full-year impact of charges associated with the accelerated write-off of deferred issuance costs and unamortized discounts (loss on extinguishment of debt) included in GAAP total interest expense, if any.	
 	 	
(b) 	Restructuring, acquisition and other charges consists of restructuring and restructuring-related charges, acquisition and integration costs, other general expenses, and incremental costs of complying with the new European Union medical device regulations.	
 	 	
(c) 	Adjusted effective tax rate refers to our full-year GAAP effective tax rate, expected to range from 15.0% to 16.0% for 2023, adjusted to reflect the full-year impact of the items that are excluded in providing adjusted net income and certain other identified items.	
 	 	
(d) 	Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding leverage ratio and capital expenditures.	

Summary Financial Results
(dollars in thousands, except per share data)	
 	
 	Three Months Ended	 	Nine Months Ended	
 	September 29,
2023	 	September 30,
2022	 	QTD Change	 	September 29,
2023	 	September 30,
2022	 	YTD Change	
Operating income	$	48,075	 	$	29,258	 	64.3	%	 	$	123,817	 	$	84,462	 	46.6	%	
Net income	$	27,257	 	$	16,057	 	69.8	%	 	$	64,293	 	$	48,260	 	33.2	%	
Diluted EPS	$	0.81	 	$	0.48	 	68.8	%	 	$	1.91	 	$	1.45	 	31.7	%	
 	 	 	 	 	 	 	 	 	 	 	 	
EBITDA(a)	$	68,591	 	$	50,563	 	35.7	%	 	$	191,762	 	$	148,428	 	29.2	%	
Adjusted EBITDA(a)	$	80,556	 	$	62,917	 	28.0	%	 	$	223,201	 	$	183,019	 	22.0	%	
Adjusted operating income(a)	$	64,212	 	$	46,183	 	39.0	%	 	$	173,898	 	$	134,667	 	29.1	%	
Adjusted net income(a)	$	42,971	 	$	31,788	 	35.2	%	 	$	110,403	 	$	92,518	 	19.3	%	
Adjusted EPS(a)	$	1.27	 	$	0.95	 	33.7	%	 	$	3.28	 	$	2.78	 	18.0	%	

(a) 	EBITDA, Adjusted EBITDA, Adjusted operating income, Adjusted net income, and Adjusted EPS are non-GAAP financial measures. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures. Refer to Tables A and B at the end of this release for reconciliations of adjusted amounts to the closest corresponding GAAP financial measures.	

Summary Product Line Results
(dollars in thousands)	
 	
 	Three Months Ended	
 	September 29,
2023	 	September 30,
2022	 	QTD Change	 	Organic Change(a)	
Medical Sales	 	 	 	 	 	 	 	
Cardio & Vascular	$	214,003	 	$	174,131	 	22.9	%	 	22.2	%	
Cardiac Rhythm Management & Neuromodulation	 	159,221	 	 	130,631	 	21.9	%	 	21.9	%	
Advanced Surgical, Orthopedics & Portable Medical	 	22,678	 	 	26,150	 	(13.3	)%	 	(13.3	)%	
Total Medical Sales	 	395,902	 	 	330,912	 	19.6	%	 	19.3	%	
Non-Medical Sales	 	8,791	 	 	11,768	 	(25.3	)%	 	(25.3	)%	
Total Sales	$	404,693	 	$	342,680	 	18.1	%	 	17.8	%	
 	 	 	 	 	 	 	 	
 	Nine Months Ended	
 	September 29,
2023	 	September 30,
2022	 	YTD Change	 	Organic Change(a)	
Medical Sales	 	 	 	 	 	 	 	
Cardio & Vascular	$	613,700	 	$	513,772	 	19.4	%	 	18.4	%	
Cardiac Rhythm Management & Neuromodulation	 	457,771	 	 	389,900	 	17.4	%	 	17.4	%	
Advanced Surgical, Orthopedics & Portable Medical	 	77,808	 	 	69,101	 	12.6	%	 	12.6	%	
Total Medical Sales	 	1,149,279	 	 	972,773	 	18.1	%	 	17.6	%	
Non-Medical Sales	 	34,243	 	 	30,900	 	10.8	%	 	10.8	%	
Total Sales	$	1,183,522	 	$	1,003,673	 	17.9	%	 	17.4	%	

(a) 	Organic sales change is a non-GAAP financial measure. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures and refer to Table D at the end of this release for a reconciliation of these amounts.	
 	 	
Conference Call Information
The Company will host a conference call on Thursday, October 26, 2023, at 8 a.m. CT / 9 a.m. ET to discuss these results. The scheduled conference call will be webcast live and is accessible through our website at investor.integer.net or by dialing (888) 330-3567 (U.S.) or (646) 960-0842 (outside U.S.) and the conference ID is 9252310. The call will be archived on the Company’s website. An earnings call slide presentation containing supplemental information about the Company’s results will be posted to our website at investor.integer.net prior to the conference call and will be referenced during the conference call.
From time to time, the Company posts information that may be of interest to investors on its website at investor.integer.net. To automatically receive Integer financial news by email, please visit investor.integer.net and subscribe to email alerts.
About Integer®
Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device outsource (MDO) manufacturers in the world serving the cardiac, neuromodulation, vascular, portable medical and orthopedics markets. The Company provides innovative, high-quality medical technologies that enhance the lives of patients worldwide. In addition, the Company develops batteries for high-end niche applications in energy, military, and environmental markets. The Company's brands include Greatbatch Medical®, Lake Region Medical® and Electrochem®. Additional information is available at www.integer.net.
Investor Relations:
Andrew Senn
763.951.8312
andrew.senn@integer.net
Notes Regarding Non-GAAP Financial Information
In addition to our results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we provide adjusted net income, adjusted EPS, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted operating income, and organic sales change rates.
Adjusted net income and adjusted EPS consist of GAAP amounts adjusted for the following to the extent occurring during the period: (i) amortization of intangible assets, (ii) certain legal expenses, (iii) restructuring and restructuring-related charges; (iv) acquisition and integration related costs; (v) other general expenses; (vi) (gain) loss on equity investments; (vii) extinguishment of debt charges; (viii) European Union medical device regulation incremental charges, (ix) inventory step-up amortization; (x) unusual, or infrequently occurring items; (xi) the income tax provision (benefit) related to these adjustments and (xii) certain tax items that are outside the normal tax provision for the period. Adjusted EPS is calculated by dividing adjusted net income by diluted weighted average shares outstanding.
EBITDA is calculated by adding back interest expense, provision (benefit) for income taxes, depreciation expense, and amortization expense from intangible assets and financing leases, to net income, which is the most directly comparable GAAP financial measure. Adjusted EBITDA consists of EBITDA plus adding back stock-based compensation and the same adjustments as listed above except for items (i), (vii), (xi) and (xii). Adjusted operating income consists of operating income adjusted for the same items listed above except for items (vi), (vii), (xi) and (xii).
Organic sales change is reported sales growth adjusted for the impact of foreign currency and the contribution of acquisitions. To calculate the impact of foreign currency on sales growth rates, we convert any sale made in a foreign currency by converting current period sales into prior period sales using the exchange rate in effect at that time and then compare the two, negating any effect foreign currency had on our transactional revenue, and exclude the amount of sales acquired or divested during the period from the current/previous period amounts, respectively.
We believe that the presentation of adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, adjusted operating income, and organic sales change rates, provides important supplemental information to management and investors seeking to understand the financial and business trends relating to our financial condition and results of operations. In addition to the performance measures identified above, we believe that net total debt and leverage ratio provide meaningful measures of liquidity and a useful basis for assessing our ability to fund our activities, including the financing of acquisitions and debt repayments. Net total debt is calculated as total principal amount of debt outstanding less cash and cash equivalents. We calculate leverage ratio as net total debt divided by adjusted EBITDA for the trailing 4 quarters. Free cash flow is defined as Net cash provided by operating activities (as stated in our Condensed Consolidated Statements of Cash Flows) reduced by capital expenditures (acquisition of property, plant, and equipment (PP&E), net of proceeds from the sale of PP&E).
Forward-Looking Statements
Some of the statements contained in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including 2023 financial results and guidance; statements relating to future sales, expenses, and profitability; customer demand; supplier performance (including delivery delays); costs (including wages, staffing levels and freight); future development and expected growth of our business and industry, including expansion of our manufacturing capacity; our ability to execute our business model and our business strategy, including completion and integration of current or future acquisition targets; having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months; projected capital spending; and other events, conditions or developments that will or may occur in the future. You can identify forward-looking statements by terminology such as “outlook,” “projected,” “may,” “will,” “should,” “could,” “expect,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “project,” or “continue” or variations or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below.
Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties that arise from time to time are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the SEC and include the following:
·	operational risks, such as the duration, scope and impact of global supply chain issues and the military conflicts between Russia and Ukraine and between Israel and Hamas, including the evolving economic, social and governmental environments and their effects on our associates, suppliers and customers as well as the global economy; our dependence upon a limited number of customers; pricing pressures that we face from customers; our reliance on third party suppliers for raw materials, key products and subcomponents; the competitive labor market and our ability to attract, train and retain a sufficient number of qualified associates; the potential for harm to our reputation caused by quality problems related to our products; the dependence of our energy market-related revenues on the conditions in the oil and natural gas industry; interruptions in our manufacturing operations; our dependence upon our information technology systems and our ability to prevent cyber-attacks and other failures; and our dependence upon our senior management team and technical personnel;
·	strategic risks, such as the intense competition we face and our ability to successfully market our products; our ability to respond to changes in technology; our ability to develop new products and expand into new geographic and product markets; and our ability to successfully identify, make and integrate acquisitions to expand and develop our business in accordance with expectations;
·	financial risks, such as our significant amount of outstanding indebtedness and our ability to remain in compliance with financial and other covenants under our senior secured credit facilities; economic and credit market uncertainties that could interrupt our access to capital markets, borrowings or financial transactions; financial and market risks related to our international operations and sales; our complex international tax profile; and our ability to realize the full value of our intangible assets; and
·	legal and compliance risks, such as regulatory issues resulting from product complaints, recalls or regulatory audits; the potential of becoming subject to product liability or intellectual property claims; our ability to protect our intellectual property and proprietary rights; our ability and the cost to comply with environmental regulations; our ability to comply with customer-driven policies and third party standards or certification requirements; our ability to obtain necessary licenses for new technologies; legal and regulatory risks from our international operations, including trade regulation; and the fact that the healthcare industry is highly regulated and subject to various regulatory changes.
Except as may be required by law, we assume no obligation to update forward-looking statements in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

Condensed Consolidated Balance Sheets - Unaudited	
(in thousands)	
 	 	
 	September 29, 2023	 	December 31, 2022	
ASSETS	 	 	 	
Current assets:	 	 	 	
Cash and cash equivalents	$	32,142	 	 	$	24,272	
Accounts receivable, net	 	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	
LIABILITIES AND STOCKHOLDERS’ EQUITY	 	 	 	
Current liabilities:	 	 	 	
Current portion of long-term debt	$	—	 	 	$	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	
Stockholders’ equity:	 	 	 	
Common stock	 	33	 	 	 	33	
Additional paid-in capital	 	721,283	 	 	 	731,393	
Retained earnings	 	744,994	 	 	 	680,701	
Accumulated other comprehensive income	 	(2,961	)	 	 	5,329	
Total stockholders’ equity	 	1,463,349	 	 	 	1,417,456	
Total liabilities and stockholders’ equity	$	2,839,349	 	 	$	2,794,386	

Condensed Consolidated Statements of Operations - Unaudited	 	 	 	 	
(in thousands, except per share data)	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	
 	Three Months Ended	 	Nine Months Ended	
 	September 29,
2023	 	September 30,
2022	 	September 29,
2023	 	September 30,
2022	
Sales	$	404,693	 	$	342,680	 	 	$	1,183,522	 	$	1,003,673	 	
Cost of sales (COS)	 	299,137	 	 	255,962	 	 	 	875,489	 	 	742,583	 	
Gross profit	 	105,556	 	 	86,718	 	 	 	308,033	 	 	261,090	 	
Operating expenses:	 	 	 	 	 	 	 	
Selling, general and administrative (SG&A)	 	42,102	 	 	38,195	 	 	 	129,815	 	 	119,541	 	
Research, development and engineering (RD&E)	 	14,539	 	 	16,123	 	 	 	50,514	 	 	47,077	 	
Restructuring and other charges (R&O)	 	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	$	0.82	 	$	0.48	 	 	$	1.93	 	$	1.46	 	
Diluted	$	0.81	 	$	0.48	 	 	$	1.91	 	$	1.45	 	
 	 	 	 	 	 	 	 	
Weighted average shares outstanding:	 	 	 	 	 	 	 	
Basic	 	33,346	 	 	33,145	 	 	 	33,305	 	 	33,116	 	
Diluted	 	33,774	 	 	33,336	 	 	 	33,679	 	 	33,329	 	

Condensed Consolidated Statements of Cash Flows - Unaudited	
(in thousands)	
 	 	
 	Nine Months Ended	
 	September 29,
2023	 	September 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	 	—	 	 	 	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	)	 	 	—	 	
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 payable	 	(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	 	—	 	 	 	(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	 	 	 	—	 	
Proceeds from revolving credit facility	 	294,603	 	 	 	160,000	 	
Payments of revolving credit facility	 	(353,993	)	 	 	(39,000	)	
Purchase of capped calls	 	(35,000	)	 	 	—	 	
Payment of debt issuance costs	 	(2,181	)	 	 	—	 	
Proceeds from the exercise of stock options	 	2,303	 	 	 	—	 	
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	 	

Table A: Net Income and Diluted EPS Reconciliations
(in thousands, except per share amounts)	
 	
 	Three Months Ended	
 	September 29, 2023	 	September 30, 2022	
 	Pre-Tax	 	Net of Tax	 	Per
Diluted
Share	 	Pre-Tax	 	Net of Tax	 	Per
Diluted
Share	
Net income (GAAP)	$	32,077	 	$	27,257	 	$	0.81	 	$	16,995	 	 	$	16,057	 	 	$	0.48	
Adjustments(a):	 	 	 	 	 	 	 	 	 	 	 	
Amortization of intangible assets	 	13,105	 	 	10,358	 	 	0.31	 	 	12,126	 	 	 	9,583	 	 	 	0.29	
Restructuring and restructuring-related charges(b)	 	703	 	 	628	 	 	0.02	 	 	3,258	 	 	 	2,529	 	 	 	0.08	
Acquisition and integration costs(c)	 	777	 	 	580	 	 	0.02	 	 	597	 	 	 	505	 	 	 	0.02	
Other general expenses(d)	 	28	 	 	28	 	 	—	 	 	626	 	 	 	465	 	 	 	0.01	
Loss on equity investments(e)	 	3,451	 	 	2,726	 	 	0.08	 	 	2,887	 	 	 	2,281	 	 	 	0.07	
Loss on extinguishment of debt(f)	 	87	 	 	68	 	 	—	 	 	—	 	 	 	—	 	 	 	—	
Medical device regulations(g)	 	205	 	 	164	 	 	—	 	 	320	 	 	 	254	 	 	 	0.01	
Other adjustments(h)	 	1,319	 	 	1,042	 	 	0.03	 	 	(2	)	 	 	(1	)	 	 	—	
Tax adjustments(i)	 	—	 	 	120	 	 	—	 	 	—	 	 	 	115	 	 	 	—	
Adjusted net income (non-GAAP)	$	51,752	 	$	42,971	 	 	1.27	 	$	36,807	 	 	$	31,788	 	 	 	0.95	
 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares for adjusted diluted EPS	 	 	 	33,774	 	 	 	 	 	 	33,336	 	 	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	Nine Months Ended	
 	September 29, 2023	 	September 30, 2022	
 	Pre-Tax	 	Net of Tax	 	Per
Diluted
Share	 	Pre-Tax	 	Net of Tax	 	Per
Diluted
Share	
Net income (GAAP)	$	77,966	 	$	64,293	 	$	1.91	 	$	55,366	 	 	$	48,260	 	 	$	1.45	
Adjustments(a):	 	 	 	 	 	 	 	 	 	 	 	
Amortization of intangible assets	 	39,136	 	 	30,934	 	 	0.92	 	 	36,015	 	 	 	28,465	 	 	 	0.85	
Restructuring and restructuring-related charges(b)	 	5,624	 	 	4,485	 	 	0.13	 	 	5,895	 	 	 	4,604	 	 	 	0.14	
Acquisition and integration costs(c)	 	1,715	 	 	1,282	 	 	0.04	 	 	5,866	 	 	 	4,654	 	 	 	0.14	
Other general expenses(d)	 	137	 	 	107	 	 	—	 	 	1,127	 	 	 	861	 	 	 	0.03	
Loss on equity investments(e)	 	3,472	 	 	2,743	 	 	0.08	 	 	5,611	 	 	 	4,433	 	 	 	0.13	
Loss on extinguishment of debt(f)	 	4,518	 	 	3,569	 	 	0.11	 	 	—	 	 	 	—	 	 	 	—	
Medical device regulations(g)	 	1,241	 	 	981	 	 	0.03	 	 	612	 	 	 	484	 	 	 	0.01	
Other adjustments(h)	 	2,228	 	 	1,760	 	 	0.05	 	 	(108	)	 	 	(84	)	 	 	—	
Inventory step-up amortization (COS)(j)	 	—	 	 	—	 	 	—	 	 	798	 	 	 	630	 	 	 	0.02	
Tax adjustments(i)	 	—	 	 	249	 	 	0.01	 	 	—	 	 	 	211	 	 	 	0.01	
Adjusted net income (Non-GAAP)	$	136,037	 	$	110,403	 	$	3.28	 	$	111,182	 	 	$	92,518	 	 	$	2.78	
 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average shares for adjusted diluted EPS	 	 	 	33,679	 	 	 	 	 	 	33,329	 	 	 	

(a) 	The difference between pre-tax and net of tax amounts is the estimated tax impact related to the respective adjustment. Net of tax amounts are computed using a 21% U.S. tax rate, and the statutory tax rates applicable in foreign tax jurisdictions, as adjusted for the existence of net operating losses (“NOLs”). Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.	
 	 	
(b)  	We initiate discrete restructuring programs primarily to realign resources to better serve our customers and markets, improve operational efficiency and capabilities, and lower operating costs or improve profitability. Depending on the program, restructuring charges may include termination benefits, contract termination, facility closure and other exit and disposal costs. Restructuring-related expenses are directly related to the program and may include retention bonuses, accelerated depreciation, consulting expense and costs to transfer manufacturing operations among our facilities.	
 	 	
(c)  	Acquisition and integration costs are incremental costs that are directly related to a business or asset acquisition. These costs may include, among other things, professional, consulting and other fees, system integration costs, and fair value adjustments relating to contingent consideration.	
 	 	
(d)  	Other general expenses are discrete transactions occurring sporadically and affect period-over-period comparisons. The expenses for the 2023 and 2022 periods primarily include severance, information technology systems conversion expenses, and expenses related to the restructuring of certain legal entities of the company.	
 	 	
(e) 	During the third quarter of 2023, we determined that an investment in one of our non-marketable equity securities was impaired and recorded an impairment charge of $3.3 million. The residual amounts for 2023 and 2022 relate to our share of equity method investee losses including unrealized appreciation/depreciation of the underlying interests of the investee.	
 	 	
(f) 	Loss on extinguishment of debt consists of accelerated write-offs of unamortized deferred debt issuance costs and discounts which are included in interest expense. The 2023 amounts represent a write-off of unamortized deferred debt issuance costs and discounts in connection with the amendments to the credit agreement governing our credit facilities, prepayments of portions of the Term Loan A facility, and repayment in full of our Term B Loan Facility.	
 	 	
(g)  	The charges represent incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.	
 	 	
(h)  	For the 2023 periods, amounts relate to costs associated with leadership transitions and certain formal strategic projects. Leadership transition costs primarily include severance costs associated with the departure of executives and incremental costs associated with the related leadership transitions. Strategic projects primarily involve system reconfiguration to support our manufacturing excellence operational strategic imperative and investments in certain technology and platform development to align our capabilities to meet customer needs. Other adjustments for the three and nine months ended September 29, 2023 included pre-tax leadership transition costs of $0.3 million and $1.2 million, respectively, and pre-tax costs related to strategic projects of $1.0 million and $1.1 million, respectively. The 2022 amounts relate to a former customer that filed bankruptcy in November 2019 and are predominantly due to favorable settlements on supplier purchase order termination clauses and benefits recognized from the utilization or sale of previously reserved inventory.	
 	 	
(i)  	For the 2023 and 2022 periods, tax adjustments predominately relate to acquired foreign tax credits, including utilization, changes to uncertain tax benefits and associated interest. For the 2022 periods, tax adjustments also include acquisition costs that are not deductible for tax purposes.	
 	 	
(j)  	The accounting associated with our acquisitions require us to record inventory at its fair value, which is sometimes greater than the previous book value of inventory. The increase in inventory value is amortized to cost of sales over the period that the related inventory is sold. We exclude inventory step-up amortization from our non-GAAP financial measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results.	
 	 	
Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures.

Table B: Adjusted Operating Income Reconciliations
(in thousands)	
 	
 	Three Months Ended	 	Nine Months Ended	
 	September 29,
2023	 	September 30,
2022	 	September 29,
2023	 	September 30,
2022	
Operating income (GAAP)	$	48,075	 	$	29,258	 	 	$	123,817	 	$	84,462	 	
Adjustments:	 	 	 	 	 	 	 	
Amortization of intangible assets	 	13,105	 	 	12,126	 	 	 	39,136	 	 	36,015	 	
Restructuring and restructuring-related charges	 	703	 	 	3,258	 	 	 	5,624	 	 	5,895	 	
Acquisition and integration costs	 	777	 	 	597	 	 	 	1,715	 	 	5,866	 	
Other general expenses	 	28	 	 	626	 	 	 	137	 	 	1,127	 	
Medical device regulations	 	205	 	 	320	 	 	 	1,241	 	 	612	 	
Other adjustments	 	1,319	 	 	(2	)	 	 	2,228	 	 	(108	)	
Inventory step-up amortization	 	—	 	 	—	 	 	 	—	 	 	798	 	
Adjusted operating income (non-GAAP)	$	64,212	 	$	46,183	 	 	$	173,898	 	$	134,667	 	

Table C: EBITDA Reconciliations
(in thousands)	
 	
 	Three Months Ended	 	Nine Months Ended	
 	September 29,
2023	 	September 30,
2022	 	September 29,
2023	 	September 30,
2022	
Net income (GAAP)	$	27,257	 	$	16,057	 	 	$	64,293	 	$	48,260	 	
 	 	 	 	 	 	 	 	
Interest expense	 	11,967	 	 	10,676	 	 	 	40,680	 	 	24,417	 	
Provision for income taxes	 	4,820	 	 	938	 	 	 	13,673	 	 	7,106	 	
Depreciation	 	11,100	 	 	10,479	 	 	 	32,982	 	 	31,881	 	
Amortization of intangible assets and financing leases	 	13,447	 	 	12,413	 	 	 	40,134	 	 	36,764	 	
EBITDA (non-GAAP)	 	68,591	 	 	50,563	 	 	 	191,762	 	 	148,428	 	
Stock-based compensation(a)	 	5,482	 	 	4,668	 	 	 	17,022	 	 	14,790	 	
Restructuring and restructuring-related charges	 	703	 	 	3,258	 	 	 	5,624	 	 	5,895	 	
Acquisition and integration costs	 	777	 	 	597	 	 	 	1,715	 	 	5,866	 	
Other general expenses	 	28	 	 	626	 	 	 	137	 	 	1,127	 	
Loss on equity investments	 	3,451	 	 	2,887	 	 	 	3,472	 	 	5,611	 	
Medical device regulations	 	205	 	 	320	 	 	 	1,241	 	 	612	 	
Other adjustments	 	1,319	 	 	(2	)	 	 	2,228	 	 	(108	)	
Inventory step-up amortization	 	—	 	 	—	 	 	 	—	 	 	798	 	
Adjusted EBITDA (non-GAAP)	$	80,556	 	$	62,917	 	 	$	223,201	 	$	183,019	 	

(a) 	Total stock-based compensation expense less amounts included in Restructuring and restructuring-related charges and Acquisition and integration costs.	

Table D: Organic Sales Change Reconciliation (% Change)	
 	
 	GAAP Reported Growth	 	Impact of Acquisitions and Foreign Currency(a)	 	Non-GAAP Organic Change	
QTD Change (3Q 2023 vs. 3Q 2022)	 	 	 	 	 	
Medical Sales	 	 	 	 	 	
Cardio & Vascular	22.9%	 	0.7%	 	22.2%	
Cardiac Rhythm Management & Neuromodulation	21.9%	 	—%	 	21.9%	
Advanced Surgical, Orthopedics & Portable Medical	(13.3)%	 	—%	 	(13.3)%	
Total Medical Sales	19.6%	 	0.3%	 	19.3%	
Non-Medical Sales	(25.3)%	 	—%	 	(25.3)%	
Total Sales	18.1%	 	0.3%	 	17.8%	
 	 	 	 	 	 	
YTD Change (9M 2023 vs. 9M 2022)	 	 	 	 	 	
Medical Sales	 	 	 	 	 	
Cardio & Vascular	19.4%	 	1.0%	 	18.4%	
Cardiac Rhythm Management & Neuromodulation	17.4%	 	—%	 	17.4%	
Advanced Surgical, Orthopedics & Portable Medical	12.6%	 	—%	 	12.6%	
Total Medical Sales	18.1%	 	0.5%	 	17.6%	
Non-Medical Sales	10.8%	 	—%	 	10.8%	
Total Sales	17.9%	 	0.5%	 	17.4%	

(a) 	Sales have been adjusted to exclude the impact of foreign currency exchange rate fluctuations and acquisitions.	

Table E: Net Total Debt Reconciliation
(in thousands)	
 	
 	September 29,
2023	 	December 31,
2022	
Total debt	$	941,383	 	$	925,261	
Add: Unamortized discount and deferred debt issuance costs included above	 	14,864	 	 	5,977	
Total principal amount of debt outstanding	 	956,247	 	 	931,238	
Less: Cash and cash equivalents	 	32,142	 	 	24,272	
Net Total Debt (non-GAAP)	$	924,105	 	$	906,966