INTEGER HOLDINGS CORP, 10-K filed on 2/21/2023
Annual Report
v3.22.4
Cover - USD ($)
$ in Billions
12 Months Ended
Dec. 31, 2022
Feb. 10, 2023
Jul. 01, 2022
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
Current Fiscal Year End Date --12-31    
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, Par Value $0.001 Per Share    
Trading Symbol ITGR    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 2.4
Entity Common Stock, Shares Outstanding (in shares)   33,236,108  
Documents Incorporated by Reference
Portions of the following document are specifically incorporated by reference into the indicated parts of this report:
 
DocumentPart
Proxy Statement for the 2023 Annual Meeting of Stockholders
Part III, Item 10
“Directors, Executive Officers and Corporate Governance”
Part III, Item 11
“Executive Compensation”
Part III, Item 12
“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
Part III, Item 13
“Certain Relationships and Related Transactions, and Director Independence”
Part III, Item 14
“Principal Accounting Fees and Services”
   
Entity Central Index Key 0001114483    
Amendment Flag false    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
v3.22.4
Audit Information
12 Months Ended
Dec. 31, 2022
Auditor Information [Abstract]  
Auditor Name Deloitte & Touche LLP
Auditor Location Williamsville, New York
Auditor Firm ID 34
v3.22.4
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 24,272 $ 17,885
Accounts receivable, net of provision for credit losses of $0.3 million and $0.1 million as of December 31, 2022 and 2021, respectively 224,325 182,310
Inventories 208,766 155,699
Refundable income taxes 2,003 4,735
Contract assets 71,927 64,743
Prepaid expenses and other current assets 27,005 27,610
Total current assets 558,298 452,982
Property, plant and equipment, net 317,243 277,099
Goodwill 982,192 924,704
Other intangible assets, net 819,889 807,810
Deferred income taxes 6,247 5,711
Operating lease assets 74,809 70,053
Financing lease assets 8,852 8,047
Other long-term assets 26,856 35,809
Total assets 2,794,386 2,582,215
Current liabilities:    
Current portion of long-term debt 18,188 15,250
Accounts payable 110,780 76,859
Income taxes payable 10,923 725
Operating lease liabilities 10,362 9,862
Accrued expenses and other current liabilities 73,499 56,933
Total current liabilities 223,752 159,629
Long-term debt 907,073 812,876
Deferred income taxes 160,671 171,505
Operating lease liabilities 64,049 59,767
Financing lease liabilities 8,006 7,450
Other long-term liabilities 13,379 16,291
Total liabilities 1,376,930 1,227,518
Commitments and contingencies (Note 13)
Stockholders’ equity:    
Preferred stock, $0.001 par value, authorized 100,000,000 shares; no shares issued or outstanding as of December 31, 2022 and 2021 0 0
Common stock, $0.001 par value; 100,000,000 shares authorized; 33,169,778 and 33,063,336 shares issued and outstanding as of December 31, 2022 and 2021, respectively 33 33
Additional paid-in capital 731,393 713,150
Retained earnings 680,701 614,324
Accumulated other comprehensive income 5,329 27,190
Total stockholders’ equity 1,417,456 1,354,697
Total liabilities and stockholders’ equity $ 2,794,386 $ 2,582,215
Common Stock, Shares, Issued 33,169,778 33,063,336
Common Stock, Shares, Outstanding 33,169,778 33,063,336
v3.22.4
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Allowance for doubtful accounts $ 0.3 $ 0.1
Stockholders’ equity:    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 100,000,000 100,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
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) 33,169,778 33,063,336
Common stock, shares outstanding (in shares) 33,169,778 33,063,336
v3.22.4
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]      
Sales $ 1,376,096 $ 1,221,079 $ 1,073,442
Cost of sales 1,017,090 884,109 787,735
Gross profit 359,006 336,970 285,707
Operating expenses:      
Selling, general and administrative 160,578 141,418 109,006
Research, development and engineering 60,918 51,985 48,468
Restructuring and other charges 16,183 7,856 7,621
Total operating expenses 237,679 201,259 165,095
Operating income 121,327 135,711 120,612
Interest expense 38,632 31,628 38,220
(Gain) loss on equity investments, net 7,636 3,143 (5,337)
Other (income) loss, net (899) (123) 1,522
Income from continuing operations before income taxes 75,958 101,063 86,207
Provision for income taxes 10,608 8,043 8,949
Income from continuing operations 65,350 93,020 77,258
Discontinued operations:      
Income from discontinued operations before income taxes 1,323 4,931 0
Provision for income taxes 296 1,143 0
Income from discontinued operations 1,027 3,788 0
Net income $ 66,377 $ 96,808 $ 77,258
Basic earnings per share:      
Income from continuing operations (in dollars per share) $ 1.97 $ 2.82 $ 2.35
Income from discontinued operations (in dollars per share) 0.03 0.11 0
Basic earnings per share (in dollars per share) 2.00 2.93 2.35
Diluted earnings per share:      
Income from continuing operations (in dollars per share) 1.96 2.80 2.33
Income from discontinued operations (in dollars per share) 0.03 0.11 0
Diluted earnings per share (in dollars per share) $ 1.99 $ 2.91 $ 2.33
Weighted average shares outstanding:      
Basic (in shares) 33,127 32,993 32,845
Diluted (in shares) 33,357 33,258 33,113
v3.22.4
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Comprehensive Income      
Net income $ 66,377 $ 96,808 $ 77,258
Other comprehensive income (loss):      
Foreign currency translation gain (loss) (25,570) (27,826) 34,907
Net change in cash flow hedges, net of tax 3,200 2,105 (2,052)
Defined benefit plan liability adjustment, net of tax 509 219 (151)
Other comprehensive income (loss), net (21,861) (25,502) 32,704
Comprehensive income $ 44,516 $ 71,306 $ 109,962
v3.22.4
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash flows from operating activities:      
Net income $ 66,377 $ 96,808 $ 77,258
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 91,991 81,369 79,324
Debt related charges included in interest expense 2,036 6,954 4,774
Inventory step-up amortization 798 301 0
Stock-based compensation 21,023 16,185 9,163
Non-cash (gains) charges related to customer bankruptcy 0 (348) 554
Non-cash lease expense 10,914 8,235 7,810
Non-cash (gain) loss on equity investments 7,636 3,143 (5,337)
Contingent consideration fair value adjustment 3,097 133 (2,000)
Other non-cash losses 5,854 1,901 600
Deferred income taxes (17,498) (10,270) (6,966)
Changes in operating assets and liabilities, net of acquisitions:      
Accounts receivable (41,380) (17,539) 38,153
Inventories (56,721) 4,700 18,441
Prepaid expenses and other assets 764 (2,409) (864)
Contract assets (7,543) (24,923) (15,451)
Accounts payable 26,038 19,525 (9,055)
Accrued expenses and other liabilities (9,529) (22,984) (10,721)
Income taxes payable 12,524 (4,115) (4,342)
Net cash provided by operating activities 116,381 156,666 181,341
Cash flows from investing activities:      
Acquisition of property, plant and equipment (74,728) (53,463) (46,832)
Purchase of intangible asset 0 0 (4,607)
Proceeds from sale of property, plant and equipment 639 443 82
Proceeds from return of capital from equity investments 304 0 0
Acquisitions, net of cash acquired (126,636) (217,978) (5,219)
Net cash used in investing activities (200,421) (270,998) (56,576)
Cash flows from financing activities:      
Principal payments of term loans (25,249) (741,786) (87,500)
Proceeds from issuance of term loans 0 818,250 0
Proceeds from revolving credit facility 166,000 82,300 185,000
Payments of revolving credit facility (45,000) (63,000) (185,000)
Proceeds from the exercise of stock options 150 743 3,263
Payment of debt issuance costs 0 (8,139) (515)
Tax withholding payments related to vested and released restricted stock units (2,929) (4,592) (3,820)
Proceeds from contingent consideration 1,319 0 0
Payment of contingent consideration (972) (1,621) 0
Principal payments on finance leases (843) (169) (6)
Net cash provided by (used in) financing activities 92,476 81,986 (88,578)
Effect of foreign currency exchange rates on cash and cash equivalents (2,049) 1,025 (516)
Net increase (decrease) in cash and cash equivalents 6,387 (31,321) 35,671
Cash and cash equivalents, beginning of year 17,885 49,206 13,535
Cash and cash equivalents, end of year $ 24,272 $ 17,885 $ 49,206
v3.22.4
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common stock and additional paid-in capital
Treasury stock
Retained earnings
Accumulated other comprehensive income
Total stockholders’ equity, beginning balance at Dec. 31, 2019 $ 1,152,488 $ 701,051 $ (8,809) $ 440,258 $ 19,988
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock awards exercised or vested   (9,367)      
Stock-based compensation   9,163      
Treasury shares purchased     0    
Treasury shares reissued     8,809    
Net income 77,258        
Other comprehensive income (loss) 32,704       32,704
Total stockholders’ equity, ending balance at Dec. 31, 2020 1,271,055 700,847 0 517,516 52,692
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock awards exercised or vested   (3,849)      
Stock-based compensation   16,185      
Treasury shares purchased     0    
Treasury shares reissued     0    
Net income 96,808        
Other comprehensive income (loss) (25,502)       (25,502)
Total stockholders’ equity, ending balance at Dec. 31, 2021 1,354,697 713,183 0 614,324 27,190
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Stock awards exercised or vested   (2,780)      
Stock-based compensation   21,023      
Treasury shares purchased     0    
Treasury shares reissued     0    
Net income 66,377        
Other comprehensive income (loss) (21,861)       (21,861)
Total stockholders’ equity, ending balance at Dec. 31, 2022 $ 1,417,456 $ 731,426 $ 0 $ 680,701 $ 5,329
v3.22.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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 one of the largest medical device outsource manufacturers in the world 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.
Basis of Presentation and Principles of Consolidation
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Integer Holdings Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
In July 2018, the Company completed the sale of its Advanced Surgical and Orthopedic product lines (the “AS&O Product Line”) within its Medical segment. For all periods presented, financial results reported as discontinued operations in the Consolidated Statements of Operations relate to the divested AS&O Product Line. The Consolidated Statements of Cash Flows includes cash flows related to the discontinued operations due to Integer’s (parent) centralized treasury and cash management processes. See Note 20, “Discontinued Operations,” for the financial results and cash flow amounts for discontinued operations. All results and information in the consolidated financial statements are presented as continuing operations and exclude the AS&O Product Line unless otherwise noted specifically as discontinued operations.
The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. The discontinued operations of the AS&O Product Line were reported in the Medical segment. Refer to Note 18, “Segment and Geographic Information,” for additional information on the Company’s reportable segments.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting periods. Actual results could differ materially from those estimates.
Reclassifications
Certain prior period amounts have been reclassified to conform to current year presentation. Refer to Note 6, “Goodwill and Other Intangibles, Net,” for a description of the changes made to the Company’s prior period definite-lived asset classification to reflect the current year presentation. Refer to Note 18, “Segment and Geographic Information,” for a description of the changes made to the Company’s prior period product line sales classification to reflect the current year presentation.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. A significant portion of the Company’s sales and accounts receivable are to three customers, all in the medical device industry, and, as such, the Company is directly affected by the condition of those customers and that industry. However, the credit risk associated with trade receivables is partially mitigated due to the stability of those customers. The Company performs on-going credit evaluations of its customers. Note 19, “Revenue from Contracts with Customers,” contains information on sales and accounts receivable for these customers. The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The Company performs on-going credit evaluations of its banks.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Trade Accounts Receivable and Provision for Current Expected Credit Losses
The Company provides credit, in the normal course of business, to its customers in the form of trade receivables. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. The Company maintains a provision for those customer receivables that it does not expect to collect. In accordance with Accounting Standards Codification (“ASC”) Topic 326, the Company accrues its estimated losses from uncollectable accounts receivable to the provision based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, and reasonable and supportable forecasts not already reflected in the historical loss information. Provisions for current expected credit losses are charged to current operating expenses. Actual losses are charged against the provision when incurred.
Supplier Financing Arrangements
The Company utilizes supplier financing arrangements with financial institutions to sell certain accounts receivable on a non-recourse basis. These transactions are treated as a sale of, and are accounted for as a reduction to, accounts receivable. The agreements transfer control and risk related to the receivables to the financial institutions. The Company has no continuing involvement in the transferred receivables subsequent to the sale. During the years ended December 31, 2022 and 2021, the Company sold and de-recognized accounts receivable and collected cash of $120.7 million and $116.1 million, respectively. The costs associated with the supplier financing arrangements were not material for the years ended December 31, 2022 and 2021.
Inventories
Inventories are stated at the lower of cost, determined using the first-in first-out method, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Write-downs for excess, obsolete or expired inventory are based primarily on how long the inventory has been held, historical sales volume, and estimates of forecasted net sales of that product. A significant change in the timing or level of demand for products may result in recording additional write-downs for excess, obsolete or expired inventory in the future. Note 4, “Inventories,” contains additional information on the Company’s inventory.
Leases
The Company determines if an arrangement is, or contains, a lease at inception and classifies it at as finance or operating.  The Company has operating and finance leases for office and manufacturing facilities, machinery, computer hardware, office equipment, and vehicles. Short-term finance lease liabilities are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.
Lease right-of-use (“ROU”) assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. When discount rates implicit in leases cannot be readily determined, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of future payments.  The incremental borrowing rate is determined based on the Company’s recent debt issuances, the Company’s specific credit rating, lease term and the currency in which lease payments are made.
Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. Costs associated with operating leases are recognized within operating expenses on a straight-line basis over the lease term. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in Interest expense and recognized using the effective interest method over the lease term. The Company combines lease and non-lease components for all asset classes. For certain leases where rent escalates based upon a change in a financial index, such as the Consumer Price Index, the difference between the rate at lease inception and the subsequent fluctuations in that rate are included in variable lease costs.  Additionally, because the Company does not separate lease and non-lease components, variable costs also include payments to the landlord for common area maintenance, real estate taxes, insurance and other operating expenses.  The Company does not apply the recognition requirements to leases with lease terms of 12 months or less. Note 14, “Leases,” contains additional information on the Company’s leases.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Property, Plant and Equipment (“PP&E”)
PP&E is carried at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, as follows: buildings and building improvements 12-30 years; machinery and equipment 3-10 years; office equipment 3-10 years; and leasehold improvements over the remaining lives of the improvements or the lease term, whichever is shorter. The costs of repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon retirement or sale of an asset, its cost and related accumulated depreciation or amortization is removed from the accounts and any gain or loss is recorded in operating income or expense. The Company also reviews its PP&E for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its fixed assets exceeds the related undiscounted future cash flows. In cases where the carrying value of the Company's long-lived assets or asset groups (excluding goodwill and indefinite-lived intangible assets) exceeds the related undiscounted cash flows, the carrying value is written down to fair value. Fair value is generally determined using a discounted cash flow analysis. Note 5, “Property, Plant and Equipment, Net,” contains additional information on the Company’s PP&E.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurements, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 1 valuations do not entail a significant degree of judgment.
Level 2 – Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.
Level 3 – Valuation is based on unobservable inputs that are significant to the overall fair value measurement. The degree of judgment in determining fair value is greatest for Level 3 valuations.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date. Note 17, “Financial Instruments and Fair Value Measurements,” contains additional information on assets and liabilities recorded at fair value in the consolidated financial statements.
Acquisitions
The Company accounts for acquisitions under the acquisition method of accounting for business combinations. Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill.
All direct acquisition-related costs are expensed as incurred and are recognized as a component of Restructuring and other charges. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Contingent Consideration
In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable performance target. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect.
The contingent consideration fair value measurement is based on significant inputs not observable in the market and therefore constitute Level 3 inputs within the fair value hierarchy. The Company determines the initial fair value of contingent consideration liabilities using a Monte Carlo (“Monte Carlo”) valuation model, which involves a simulation of future revenues during the earn out-period using management’s best estimates, or a probability-weighted discounted cash flow analysis.
In periods subsequent to the initial measurement, contingent consideration liabilities are remeasured to fair value each reporting period until the contingent consideration is settled using various assumptions including estimated revenues (based on internal operational budgets and long-range strategic plans), discount rates, revenue volatility and projected payment dates. The current portion of contingent consideration liabilities is included in Accrued expenses and other current liabilities and the non-current portion is included in Other long-term liabilities on the Consolidated Balance Sheets. Adjustments to the fair value of contingent consideration liabilities are included in Restructuring and other charges in the Consolidated Statements of Operations, and cash flows from operating activities in the Consolidated Statements of Cash Flows. Note 17, “Financial Instruments and Fair Value Measurements,” contains additional information on contingent consideration recorded at fair value in the consolidated financial statements.
Goodwill
Goodwill represents the excess of cost over the fair value of identifiable net assets of a business acquired and is assigned to one or more reporting units. The Company’s reporting units are the same as its reportable segments, Medical and Non-Medical. The Company tests each reporting unit’s goodwill for impairment at least annually as of the last day of the fiscal year and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. In conducting its goodwill test, the Company either performs a qualitative assessment or a quantitative assessment. A qualitative assessment requires that the Company consider events or circumstances including, but not limited to, macro-economic conditions, market and industry conditions, cost factors, competitive environment, changes in strategy, changes in customers, changes in the Company’s stock price, results of the last impairment test, and the operational stability and the overall financial performance of the reporting units. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair values of its reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed. The Company may elect to bypass the qualitative analysis and perform a quantitative analysis.
If the qualitative assessment indicates that the quantitative analysis should be performed or if management elects to bypass a qualitative analysis to perform a quantitative analysis, the Company then evaluates goodwill for impairment by comparing the fair value of each of its reporting units to its carrying value, including the associated goodwill. To determine the fair values, the Company uses a weighted combination of the market approach based on comparable publicly traded companies and the income approach based on estimated discounted future cash flows. The cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors.
The Company completed its annual goodwill impairment test as of December 31, 2022 and determined, after performing a qualitative review of its Medical reporting unit, that it is more likely than not that the fair value of the Medical reporting unit exceeds its carrying amount. Accordingly, there was no indication of impairment and the quantitative goodwill impairment test was not performed for the Medical reporting unit. The Company bypassed the qualitative analysis for its Non-Medical reporting unit and performed a quantitative analysis. The fair value of the Non-Medical reporting unit exceeded its carrying amount as of December 31, 2022.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Other Intangible Assets
Other intangible assets consist of purchased technology and patents, customer lists and trademarks. Definite-lived intangible assets are amortized on an accelerated or straight-line basis, which approximates the projected cash flows used to determine the fair value of those definite-lived intangible assets at the time of acquisition, as follows: purchased technology and patents 5-20 years; customer lists 7-20 years and other intangible assets 1-20 years. Certain trademark assets are considered indefinite-lived intangible assets and are not amortized. The Company expenses the costs incurred to renew or extend the term of intangible assets.
The Company reviews its definite-lived intangible assets for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its definite-lived intangible assets or asset groups exceeds the related undiscounted future cash flows. In cases where the carrying value exceeds the undiscounted future cash flows, the carrying value is written down to fair value. Fair value is generally determined using a discounted cash flow analysis.
The Company assesses its indefinite-lived intangible assets for impairment periodically to determine if any adverse conditions exist that would indicate impairment or when impairment indicators exist. The Company assesses its indefinite-lived intangible assets for impairment at least annually by comparing the fair value of the indefinite-lived intangible asset to its carrying value. The fair value is determined using the relief from royalty method.
Refer to Note 6, “Goodwill and Other Intangible Assets, Net,” for further details of the Company’s goodwill and other intangible assets.
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 Consolidated Balance Sheets. Equity investments are measured and recorded as follows:
Non-marketable equity securities are equity securities without readily determinable fair value that are measured and recorded at fair value with changes in fair value recognized within net income. The Company measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. If an impairment is recognized on the Company’s non-marketable equity securities during the period, these assets are classified as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.
Equity method investments are equity securities in investees the Company does not control but over which it has the ability to exercise influence. Equity method investments are recorded at cost and are adjusted to recognize (1) the Company’s share, based on percentage ownership or other contractual basis, of the investee’s income or loss, (2) additional contributions made and dividends or other distributions received, and (3) impairments resulting from other-than-temporary declines in fair value.
Realized and unrealized gains and losses resulting from changes in fair value or the sale of these equity investments are recorded through (Gain) loss on equity investments, net. For some investments, the Company records its share of the investee’s income or loss one quarter in arrears due to the timing of its receipt of such information. The carrying value of the Company’s non-marketable equity securities is adjusted for qualifying observable price changes resulting from the issuance of similar or identical securities by the same issuer. Determining whether an observed transaction is similar to a security within the Company’s portfolio requires judgment based on the rights and preferences of the securities. Recording upward and downward adjustments to the carrying value of the Company’s equity securities as a result of observable price changes requires quantitative assessments of the fair value of these securities using various valuation methodologies and involves the use of estimates.
Non-marketable equity securities and equity method investments (collectively referred to as non-marketable equity investments) are also subject to periodic impairment reviews. The Company’s quarterly impairment analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative factors considered include the investee’s financial condition and business outlook, market for technology, operational and financing cash flow activities, technology and regulatory approval progress, and other relevant events and factors affecting the investee. When indicators of impairment exist, quantitative assessments of the fair value of the Company’s non-marketable equity investments are prepared.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
To determine the fair value of these investments, the Company uses all pertinent financial information available related to the investees, including financial statements, market participant valuations from recent and proposed equity offerings, and other third-party data. Non-marketable equity securities are tested for impairment using a qualitative model similar to the model used for goodwill and long-lived assets. Upon determining that an impairment may exist, the security’s fair value is calculated and compared to its carrying value and an impairment is recognized immediately if the carrying value exceeds the fair value. Equity method investments are subject to periodic impairment reviews using the other-than-temporary impairment model, which considers the severity and duration of a decline in fair value below cost and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery.
The Company has determined that its investments are not considered variable interest entities. The Company’s exposure related to these entities is limited to its recorded investment. These investments are in start-up research and development companies whose fair value is highly subjective in nature and subject to future fluctuations, which could be significant. Refer to Note 17, “Financial Instruments and Fair Value Measurements,” for additional information on the Company’s equity investments.
Debt Issuance Costs and Discounts
Debt issuance costs and discounts associated with the issuance of debt by the Company are deferred and amortized over the lives of the related debt. Debt issuance costs incurred in connection with the Company’s issuance of its revolving credit facility are classified within Other long-term assets and amortized to Interest expense on a straight-line basis over the contractual term of the revolving credit facility. Debt issuance costs and discounts related to the Company’s term-debt are recorded as a reduction of the carrying value of the related debt and are amortized to Interest expense using the effective interest method over the period from the date of issuance to the maturity date. Upon prepayment of the related debt, the Company also recognizes a proportionate amount of the costs as extinguishment of debt. Costs treated as extinguishment of debt are expensed and included in Interest expense in the accompanying Consolidated Statements of Operations. The amortization of debt issuance costs and discounts, and debt extinguishment charges are included in Debt related charges included in interest expense in the Consolidated Statements of Cash Flows. Note 8, “Debt,” contains additional information on the Company’s debt issuance costs and discounts.
Income Taxes
The consolidated financial statements of the Company have been prepared using the asset and liability approach to account for income taxes, which requires the recognition of deferred income taxes for the expected future tax consequences of net operating losses, credits, and temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided on deferred tax assets if it is determined, within each taxing jurisdiction, that it is more likely than not that the asset will not be realized.
The Company accounts for uncertain tax positions using a more likely than not recognition threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. The Company recognizes interest expense related to uncertain tax positions as Provision for income taxes. Penalties, if incurred, are recognized as a component of Selling, general and administrative (“SG&A”) expenses.
The Company and its subsidiaries file a consolidated United States (“U.S.”) federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Derivative Financial Instruments
The Company recognizes all derivative financial instruments in its consolidated financial statements at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments is generally limited to cash flow hedges of certain interest rate risks and minimizing foreign currency exposure on foreign currency transactions, which are typically designated in hedging relationships, and intercompany balances, which are not designated as hedging instruments. Under master agreements with the respective counterparties to the Company’s derivative contracts, subject to applicable requirements, it has the right of set-off and is allowed to net settle transactions of the same type with a single net amount payable by one party to the other. Gains and losses on cash flow hedges are recorded in Accumulated Other Comprehensive Income in the Consolidated Balance Sheets until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from Accumulated Other Comprehensive Income (“AOCI”) to the Consolidated Statement of Operations on the same line item as the underlying transaction. In the event the forecasted transactions do not occur, or it becomes probable that they will not occur, the Company reclassifies any gain or loss on the related cash flow hedge to earnings in the respective period. Cash flows related to these derivative financial instruments are included in cash flows from operating activities. Foreign currency contracts not designated as hedging relationships are recorded at fair value in Accrued expenses and other current liabilities in the Consolidated Balance Sheets with resulting gains or losses are recorded in the Consolidated Statement of Operations.
Revenue Recognition
The majority of the Company’s revenues consist of sales of various medical devices and products to large, multinational OEMs and their affiliated subsidiaries. The Company considers the customer’s purchase order, which in some cases is governed by a long-term agreement, and the Company’s corresponding sales order acknowledgment as the contract with the customer. The majority of contracts have an original expected duration of one year or less. Consideration payable to customers is included in the transaction price. In accordance with ASC 340-40-25-4, the Company expenses incremental costs of obtaining a contract when incurred because the amortization period is less than one year.
The Company recognizes revenue from contracts with customers as performance obligations are satisfied when the customer obtains control of the products. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits from the products. The customer obtains control of the products when title and risk of ownership transfers to them, which is primarily based upon shipping terms. Most of the Company’s revenues are recognized at the point in time when the products are shipped to customers. When a contract with a customer relates to products with no alternative use and the Company has an enforceable right to payment, including reasonable profit, for performance completed to date throughout the duration of the contract, revenue is recognized over time as control is transferred to the customer. When revenue is recognized over time, the Company uses an input measure to determine progress towards completion and total estimated costs at completion. Under this method, sales and gross profit are recognized generally as actual costs are incurred. Revenue is recognized net of sales tax, value-added taxes and other taxes.
Performance Obligations
The Company assesses whether promises are separate and distinct in the context of the contract. If promises are not separate and distinct, they are aggregated with other promises until they are separate and distinct, resulting in a performance obligation. The Company considers each shipment of an individual product included on a purchase order to be a separate performance obligation because the customer obtains economic benefit as each shipment occurs. Standard payment terms range from 30 to 90 days and may include a discount for early payment.
The Company does not offer its customers a right of return. Rather, the Company warrants that each unit received by the customer will meet the agreed upon technical and quality specifications and requirements. If the units do not meet these requirements, the customer can return the non-compliant units as a corrective action under the warranty. The remedy offered to the customer is repair of the returned units or replacement if repair is not viable. Accordingly, the Company records a warranty reserve and any warranty activities are not considered to be a separate performance obligation.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and less frequently, contract liabilities. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities are recorded when customers pay or are billed in advance of the Company’s satisfaction of its performance obligations. Contract liabilities are classified as Accrued expenses and other current liabilities on the Consolidated Balance Sheets. For contracts with customers where revenue is recognized over time, the Company records a contract asset when revenue is earned but not yet billed associated with non-cancellable customer orders. Contract assets are presented as a current asset on the Consolidated Balance Sheets.
Transaction Price
Generally, the transaction price of the Company’s contracts consists of a unit price for each individual product included in the contract. The unit price can be fixed or variable based on the number of units ordered. In some instances, the transaction price also includes a rebate for meeting certain volume-based targets over a specified period of time. The transaction price of a contract is determined based on the unit price and the number of units ordered, reduced by the rebate expected to be earned on those units. Rebates are estimated based on the expected achievement of volume-based targets using the most likely amount method and are updated quarterly. Adjustments to these estimates are recognized in the period in which they are identified. When contracts with customers include consideration payable at the beginning of the contract, the transaction price is reduced at the later of when the Company recognizes revenue for the transfer of the related goods to the customer or when the Company pays or promises to pay the consideration. Volume discounts and rebates and other pricing reductions earned by customers are offset against their receivable balances.
The transaction price is allocated to each performance obligation on a relative standalone selling price basis. As the majority of products sold to customers are manufactured to meet the specific requirements and technical specifications of that customer, the products are considered unique to that customer and the unit price stated in the contract is considered the standalone selling price.
Contract Modifications
Contract modifications, which can include a change in scope, price, or both, most often occur related to contracts that are governed by a long-term arrangement. Contract modifications typically relate to the same products already governed by the long-term arrangement, and therefore, are accounted for as part of the existing contract. If a contract modification adds additional products, it is accounted for as a separate contract.
Environmental Costs
Environmental expenditures that relate to an existing condition caused by past operations and that do not provide future benefits are expensed as incurred. Liabilities are recorded when environmental assessments are made, the requirement for remedial efforts is probable and the amount of the liability can be reasonably estimated. Liabilities are recorded generally no later than the completion of feasibility studies. The Company has a process in place to monitor, identify, and assess how the current activities for known exposures are progressing against the recorded liabilities. The process is also designed to identify other potential remediation sites that are not presently known.
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. These actions may result in voluntary or involuntary employee termination benefits. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. All other exit costs are expensed as incurred. The Company records exit and disposal costs (“restructuring charges”) 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 Consolidated Statements of Operations.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
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 Consolidated Statements of Operations. Refer to Note 11, “Restructuring and Other Charges,” for additional information.
Research, Development and Engineering (“RD&E”)
RD&E costs are expensed as incurred. The primary costs are salary and benefits for personnel, material costs used in development projects and subcontracting costs.
Product Warranties
The Company allows customers to return defective or damaged products for credit, replacement, or repair. The Company warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The Company accrues its estimated exposure to warranty claims, through Cost of Sales, based upon experience and other specific information as it becomes available. The product warranty liability is classified as Accrued expenses and other current liabilities on the Consolidated Balance Sheets. Adjustments to pre-existing estimated exposure for warranties are made as changes to the obligations become reasonably estimable. Note 13, “Commitments and Contingencies,” contains additional information on the Company’s product warranties.
Stock-Based Compensation
The Company recognizes stock-based compensation expense for its compensation plans. These plans include stock options, restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of targets based on market conditions, such as total shareholder return, or performance conditions based on the Company’s operating results. The Company records forfeitures of equity awards in the period in which they occur.
The fair value of the stock-based compensation is determined at the grant date. The Company uses the Black-Scholes standard option pricing model (“Black-Scholes model”) to determine the fair value of stock options. The fair value of each RSU is determined based on the Company’s closing stock price on the date of grant. The fair value of each PRSU is determined based on either the Company’s closing stock price on the date of grant or through a Monte Carlo valuation model for those awards that include a market-based condition. In addition to the closing stock price on the date of grant, the determination of the fair value of awards using both the Black-Scholes and Monte Carlo valuation models is affected by other assumptions, including the following:
Expected Term - The Company analyzes historical employee exercise and termination data to estimate the expected term assumption for stock options. For market-based awards, the term is commensurate with the performance period remaining as of the grant date.
Risk-free Interest Rate - A risk-free rate is based on the U.S. Treasury rates in effect on the grant date for a maturity equal to or approximating the expected term of the award.
Expected Volatility - For stock options, expected volatility is calculated using historical volatility based on the daily closing prices of the Company’s common stock over a period equal to the expected term. For market-based awards, a combination of historical and implied volatility for the Company and members of its peer group are used in developing the expected volatility assumption.
Dividend Yield - The dividend yield assumption is based on the Company’s expected annual dividend yield on the grant date.
The Company recognizes compensation expense over the required service or vesting period based on the fair value of the award on the date of grant. Certain executive stock-based awards contain market, performance and service conditions. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market condition is not met. Compensation expense for awards with performance conditions is reassessed each reporting period and recognized based upon the probability that the performance targets will be achieved.
All stock option awards granted under the Company’s compensation plans have an exercise price equal to the closing stock price on the date of grant, a ten-year contractual life and generally, vest annually over a three-year vesting term. RSUs typically vest in equal annual installments over a three or four year period. RSUs issued to members of the Company’s Board of Directors as a portion of their annual retainer vest quarterly over a one-year vesting term. Earned PRSUs typically vest three years from the date of grant.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based on the amount of stock-based compensation expense recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the income tax return are recorded as a component of Provision for income taxes in the Consolidated Statements of Operations. Note 10, “Stock-Based Compensation,” contains additional information on the Company’s stock-based compensation.
Defined Benefit Plans
The Company recognizes on its balance sheet as an asset or liability the overfunded or underfunded status of its defined benefit plans provided to its employees located in Mexico and Switzerland. This asset or liability is measured as the difference between the fair value of plan assets, if any, and the benefit obligation of those plans. For these plans, the benefit obligation is the projected benefit obligation, which is calculated based on actuarial computations of current and future benefits for employees. Actuarial gains or losses and prior service costs or credits that arise during the period, but are not included as components of net periodic benefit expense, are recognized as a component of AOCI on the Consolidated Balance Sheets. The Company records the service cost component of net benefit costs in Cost of sales and SG&A expenses. The interest cost component of net benefit costs is recorded in Interest expense and the remaining components of net benefit costs, amortization of net losses and expected return on plan assets, are recorded in Other (income) loss, net.
Foreign Currency Translation and Remeasurement
The Company translates all assets and liabilities of its foreign subsidiaries, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translates income and expenses at the average exchange rates in effect during the period. The net effect of this translation is recorded in the consolidated financial statements as a component of AOCI. Translation adjustments are not adjusted for income taxes as they relate to permanent investments in the Company’s foreign subsidiaries.
The Company has foreign operations in the Dominican Republic, Germany, Ireland, Israel, Malaysia, Mexico, Switzerland, and Uruguay, which expose the Company to foreign currency exchange rate fluctuations due to transactions denominated in Dominican pesos, Euros, Israeli shekels, Malaysian ringgits, Mexican pesos, Swiss francs, and Uruguayan pesos. To the extent that monetary assets and liabilities, including short-term and long-term intercompany loans, are recorded in a currency other than the functional currency of the subsidiary, these amounts are remeasured each period at the period-end exchange rate, with the resulting gain or loss being recorded in Other (income) loss, net in the Consolidated Statements of Operations. Net foreign currency transaction (gains) losses included in Other (income) loss, net amounted to ($1.1) million, $(0.1) million and $1.6 million for the years ended December 31, 2022, 2021 and 2020, respectively, and primarily related to the fluctuation of the U.S. dollar relative to the Euro and the remeasurement of certain intercompany loans.
Earnings Per Share (“EPS”)
Basic EPS is calculated by dividing Net income by the weighted average number of shares outstanding during the period. Diluted EPS is calculated by adjusting the weighted average number of shares outstanding for potential common shares if dilutive to the EPS calculation. Note 15, “Earnings Per Share,” contains additional information on the computation of the Company’s EPS.
Comprehensive Income
The Company’s comprehensive income as reported in the Consolidated Statements of Comprehensive Income includes net income, foreign currency translation adjustments, the net change in cash flow hedges, net of tax, and defined benefit plan liability adjustments, net of tax. The Consolidated Statements of Comprehensive Income and Note 16, “Stockholders’ Equity,” contain additional information on the computation of the Company’s comprehensive income.
Recent Accounting Pronouncements
In the normal course of business, management evaluates all new Accounting Standards Updates (“ASU”) and other accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission (“SEC”), or other authoritative accounting bodies to determine the potential impact they may have on the Company’s Consolidated Financial Statements. Management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s Consolidated Financial Statements.
v3.22.4
BUSINESS ACQUISITIONS
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
BUSINESS ACQUISITIONS BUSINESS ACQUISITIONS
2022 Acquisition
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.
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, payment will be made in the first half of 2023. See Note 17, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration.
The Company has preliminarily estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time the consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase price in areas such as property and equipment, intangible assets, liabilities and goodwill. As a result, the allocation of the preliminary purchase price may change in the future, which could be material.
The following table summarizes the preliminary 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 
The preliminary fair values of the assets acquired were determined using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations.
The market approach estimates the value for a subject asset based on available market pricing for comparable assets. The income approach estimates the value for a subject asset based on the present value of cash flows projected to be generated by the asset. The projected cash flows were discounted at a required rate of return that reflects the relative risk of the asset and the time value of money. The projected cash flows for each asset considered multiple factors from the perspective of a marketplace participant including revenue projections from existing customers, attrition trends, technology life-cycle assumptions, marginal tax rates and expected profit margins giving consideration to historical and expected margins. The cost approach estimates the value for a subject asset based on the cost to replace the asset and reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence if indicated. These fair value measurement approaches are based on significant unobservable inputs, including management estimates and assumptions.
(2.)    BUSINESS ACQUISITIONS (Continued)
Current Assets and Liabilities
The fair value of current assets and liabilities was assumed to approximate their carrying value as of the acquisition date due to the short-term nature of these assets and liabilities.
Property, Plant and Equipment
The fair value of PP&E acquired was estimated by applying the cost approach for personal property and leasehold improvements. The cost approach was applied by developing a replacement cost and adjusting for economic depreciation and obsolescence.
Leases
The Company recognized operating lease liabilities and operating lease right-of-use assets for office and manufacturing facilities in Ireland in accordance with ASC 842, Leases.
Goodwill
The excess of the purchase price over the fair value of net tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. The goodwill resulting from the transaction is primarily attributable to future customer relationships and the assembled workforce of the acquired business. The goodwill acquired in connection with the Aran acquisition was allocated to the Medical segment and is not deductible for tax purposes.
Intangible Assets
The purchase price was allocated to intangible assets as follows (dollars in thousands):
Definite-lived Intangible AssetsFair Value AssignedWeighted Average Amortization Period
(Years)
Weighted Average Discount Rate
Customer lists$53,395 26.09.5%
Technology17,435 12.09.5%
Tradenames655 1.59.5%
$71,485 
Customer Lists - Customer lists represent the estimated fair value of contractual and non-contractual customer relationships Aran had as of the acquisition date. The primary customers of Aran include large original equipment manufacturers in various geographic locations around the world. Aran had long-term recurring relationships with customers in both the design services and original design manufacturing segments. These relationships were valued separately from goodwill at the amount that an independent third party would be willing to pay for these relationships. The fair value of customer lists was determined using the multi-period excess-earnings method, a form of the income approach. The estimated useful life of the existing customer base was based upon the historical customer annual attrition rate of 5%, as well as management’s understanding of the industry and product life cycles.
Technology - Technology consists of technical processes, patented and unpatented technology, manufacturing know-how, trade secrets and the understanding with respect to products or processes that have been developed by Aran and that will be leveraged in current and future products. The fair value of technology acquired was determined utilizing the relief from royalty method, a form of the income approach, with a royalty rate of 9.5%. The estimated useful life of the technology is based upon management’s estimate of the product life cycle associated with the technology before they will be replaced by new technologies.
Tradenames - Tradenames represents the estimated fair value of Aran’s corporate and product names. The acquired tradenames were valued separately from goodwill at the amount that an independent third party would be willing to pay for use of these names. The fair value of the tradenames was determined by utilizing the relief from royalty method, a form of the income approach, with a royalty rate of 2.0%. Tradenames were assumed to have a definite useful life based upon management expectations and future operating plans.
(2.)    BUSINESS ACQUISITIONS (Continued)
2021 Acquisition
On December 1, 2021, the Company acquired 100% of the equity interests of Oscor Inc., Oscor Caribe, LLC and Oscor Europe GmbH (collectively “Oscor”), privately-held companies with operations in Florida, the Dominican Republic and Germany that design, develop, manufacture and market a comprehensive portfolio of highly specialized medical devices, venous access systems and diagnostic catheters and implantable devices. Serving the Company’s current markets, Oscor broadens the Company’s product portfolio, expands its research and development capabilities, and adds low-cost manufacturing capacity. The Company used proceeds from its Senior Secured Credit Facilities to fund the acquisition. See Note 8, “Debt,” for additional information on the Company’s Senior Secured Credit Facilities. Oscor is included in the Company’s Medical segment.
The Oscor acquisition was structured as a stock purchase, however the parties agreed to coordinate the election of Section 338(h)(10) of the Internal Revenue Code relative to this transaction for tax purposes. Therefore, the excess purchase price over the fair value of net assets acquired was recorded as goodwill, which will be amortized over 15 years for income tax filing purposes. The goodwill was primarily associated with future customer relationships and an acquired assembled work force.
During 2022, the Company recorded final measurement period adjustments, inclusive of working capital and other closing adjustments, resulting in increases to goodwill and current liabilities of $0.5 million and $2.3 million, respectively, and decreases to current assets (excluding inventory) and inventory of $2.5 million and $0.9 million, respectively. The final purchase price, including working capital and other closing adjustments of $5.2 million, was $215.2 million.
The final purchase price allocation was as follows (in thousands):
Fair value of net assets acquired
Current assets (excluding inventory)$9,621 
Inventory11,270 
Property, plant and equipment17,977 
Goodwill78,392 
Intangible assets105,300 
Operating lease assets15,142 
Other noncurrent assets695 
Current liabilities(11,143)
Operating lease liabilities(12,044)
Fair value of net assets acquired$215,210 
Intangible Assets
The purchase price was allocated to intangible assets as follows (dollars in thousands):
Definite-lived Intangible AssetsFair Value AssignedWeighted Average Amortization Period
(Years)
Weighted Average Discount Rate
Customer lists$73,800 20.09.5%
Technology15,200 15.09.5%
Tradenames16,300 20.09.5%
Contingent Receivable – The Company recorded a contingent receivable related to the Oscor acquisition related to retentive RSU Awards issued to certain Oscor associates. The estimated fair value of the contingent consideration receivable at the acquisition date and as of December 31, 2021 was $1.4 million and was included in Prepaid expenses and other current assets on the Consolidated Balance Sheets as of December 31, 2021. During 2022, the Company recorded a $0.1 million reduction in the estimated fair value of the contingent receivable due to voluntary resignation of one Oscor associate. The remaining contingent receivable related to the acquisition date fair value of $1.3 million was received during 2022 and is reported as a financing activity in the Consolidated Statements of Cash Flows.
(2.)    BUSINESS ACQUISITIONS (Continued)
2020 Acquisition
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. The acquisition enabled the Company to create a research and development center in Israel, closer to the customer base in the region. The fair value of the consideration transferred was $7.0 million, which included an initial cash payment of $5.3 million and $1.7 million in estimated fair value of contingent consideration. The contingent consideration represented the estimated fair value of the Company’s obligation, under the asset purchase agreement, to make additional payments of up to $3.5 million if specified conditions are met through February 2024. See Note 17, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration.
Based on the final purchase price allocation, the assets acquired principally comprise $2.0 million of intangible assets, $4.8 million of goodwill, $0.3 million of acquired property, plant and equipment, and a net liability for other working capital items of $0.1 million. Intangible assets included developed technology, customer relationships and non-compete provisions, which are being amortized over a weighted average period of 5.9 years. Goodwill for the InoMec acquisition is deductible for income tax purposes.
Actual and Pro Forma (unaudited) disclosures
For segment reporting purposes, the results of operations and assets from the Aran, Oscor and InoMec acquisitions have been included in the Company’s Medical segment since the respective acquisition dates. For the year ended December 31, 2022, sales related to Aran were $15.1 million and earnings were not material. For the year ended December 31, 2021, sales related to Oscor were $4.7 million and earnings were not material. For the year ended December 31, 2020, sales related to InoMec were $3.4 million and earnings were not material. Pro forma financial information has not been presented for the InoMec acquisition as the net effect was not significant or material to the Company’s results of operations or financial position.
The following table presents (in thousands) unaudited pro forma financial information as if Aran and Oscor had been included in the Company’s financial results as of the beginning of fiscal year 2021 and 2020, respectively, through the date of acquisition (in thousands):
 202220212020
Sales$1,381,459 $1,291,600 $1,128,137 
Income from continuing operations67,375 87,439 67,529 
The unaudited pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings, and any related integration costs. Certain costs savings may result from the acquisition; however, there can be no assurance that these cost savings will be achieved. These unaudited 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. These unaudited pro forma results include certain adjustments, primarily due to increases in amortization expense due to the fair value adjustments of intangible assets, the increases to interest expense reflecting the amount borrowed in connection with the acquisition, acquisition related costs and the impact of income taxes on the pro forma adjustments.
Acquisition costs
During the years ended December 31, 2022, 2021 and 2020, direct costs of these acquisitions of $6.9 million, $2.0 million and $0.9 million, respectively, were expensed as incurred and included in Restructuring and other charges in the Consolidated Statements of Operations.
v3.22.4
SUPPLEMENTAL CASH FLOW INFORMATION
12 Months Ended
Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]  
SUPPLEMENTAL CASH FLOW INFORMATION SUPPLEMENTAL CASH FLOW INFORMATIONThe following represents supplemental cash flow information for the years ended December 31, 2022, 2021 and 2020 (in thousands):
 202220212020
Non-cash investing and financing activities:
Property, plant and equipment purchases included in accounts payable$13,592 $5,556 $3,597 
Cash paid during the year for:
Interest35,804 24,740 33,933 
Income taxes11,165 19,649 18,477 
v3.22.4
INVENTORIES
12 Months Ended
Dec. 31, 2022
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIESInventories comprise the following (in thousands):
December 31,
20222021
Raw materials$98,640 $70,956 
Work-in-process98,188 74,152 
Finished goods11,938 10,591 
Total$208,766 $155,699 
v3.22.4
PROPERTY, PLANT AND EQUIPMENT, NET
12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT, NET PROPERTY, PLANT AND EQUIPMENT, NET
PP&E comprises the following (in thousands):
December 31,
20222021
Manufacturing machinery and equipment$392,109 $352,391 
Buildings and building improvements101,445 98,007 
Information technology hardware and software68,205 72,752 
Leasehold improvements87,616 85,931 
Furniture and fixtures17,614 17,099 
Land and land improvements13,173 13,980 
Construction work in process73,632 41,813 
Other1,478 1,431 
755,272 683,404 
Accumulated depreciation(438,029)(406,305)
Total$317,243 $277,099 
Depreciation expense for PP&E was as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands):
202220212020
Depreciation expense$42,617 $39,772 $38,193 
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
12 Months Ended
Dec. 31, 2022
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 during the years ended December 31, 2022 and 2021 was as follows (in thousands):
MedicalNon-MedicalTotal
December 31, 2020$842,442 $17,000 $859,442 
Acquisition (Note 2)77,887 — 77,887 
Foreign currency translation(12,625)— (12,625)
December 31, 2021907,704 17,000 924,704 
Acquisition (Note 2)68,460 — 68,460 
Acquisition-related adjustments (Note 2)505 — 505 
Foreign currency translation(11,477)— (11,477)
December 31, 2022$965,192 $17,000 $982,192 
As of December 31, 2022, no accumulated impairment loss has been recognized for the goodwill allocated to the Company’s Medical or Non-Medical segments.
Intangible Assets
The Company reclassified purchased tradenames with a net carrying value of $16.2 million from Purchased technology and patents as of December 31, 2021 to Amortizing tradenames and other to conform to the current period presentation. The Company made this reclassification to better align with the classification of amortization expense for similar assets. Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
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 
December 31, 2021
Definite-lived:
Purchased technology and patents$269,359 $(164,298)$105,061 
Customer lists783,618 (187,412)596,206 
Amortizing tradenames and other20,462 (4,207)16,255 
Total amortizing intangible assets$1,073,439 $(355,917)$717,522 
Indefinite-lived:
Trademarks and tradenames$90,288 
See Note 2, “Business Acquisitions,” for additional details regarding intangible assets acquired during 2022 and 2021. Included in the Company’s indefinite-lived intangible assets are the Lake Region Medical and Greatbatch Medical tradenames with carrying values of $70.0 million and $20.3 million, respectively.
(6.)     GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Continued)
Aggregate intangible asset amortization expense comprises the following for the years ended December 31, 2022, 2021 and 2020 (in thousands):
202220212020
Cost of sales$15,701 $13,090 $12,860 
SG&A32,612 28,507 28,271 
Total intangible asset amortization expense$48,313 $41,597 $41,131 
Estimated future intangible asset amortization expense based upon the carrying value as of December 31, 2022 is as follows (in thousands):
20232024202520262027After 2027
Amortization expense$52,196 $51,568 $50,768 $48,939 $45,987 $480,143 
v3.22.4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
12 Months Ended
Dec. 31, 2022
Accounts Payable and Accrued Liabilities [Abstract]  
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES ACCRUED EXPENSES AND OTHER CURRENT LIABILITIESAccrued expenses and other current liabilities comprise the following (in thousands):
December 31,
20222021
Salaries and benefits$33,084 $27,733 
Profit sharing and bonuses15,800 18,325 
Contingent consideration11,201 918 
Contract liabilities5,616 3,776 
Short-term finance lease liabilities1,093 608 
Product warranties77 509 
Accrued interest472 76 
Other6,156 4,988 
Total$73,499 $56,933 
v3.22.4
DEBT
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
DEBT DEBT
Long-term debt comprises the following (in thousands):
December 31,
 20222021
Senior secured term loan A $455,313 $467,062 
Senior secured term loan B 335,625 349,125 
Senior secured revolving credit facility140,300 19,300 
Unamortized discount on term loan B and deferred debt issuance costs(5,977)(7,361)
Total debt925,261 828,126 
Current portion of long-term debt(18,188)(15,250)
Total long-term debt$907,073 $812,876 
Senior Secured Credit Facilities
On September 2, 2021, the Company entered into a new credit agreement (the “2021 Credit Agreement”), which permits borrowings and other extensions of credit in an initial aggregate principal amount of up to $1 billion (as may be increased from time to time in accordance with the terms). Prior to September 2, 2021, the Company was party to an amended and restated credit agreement, dated as of October 27, 2015. The 2021 Credit Agreement governs the Company’s senior secured credit facilities (the “Senior Secured Credit Facilities”), which consist 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. The 2021 Credit Agreement also includes an alternative benchmark rate as a replacement to the London Interbank Offered Rate (“LIBOR”) in the event LIBOR is no longer available. As of December 31, 2022, the weighted average interest rate on all outstanding borrowings was 6.40%.
The obligations under the 2021 Credit Agreement are guaranteed by certain specified subsidiaries of the Company. Among other things, the 2021 Credit Agreement contains covenants that restrict the Company’s and certain of its subsidiaries’ ability to incur liens on certain assets, incur indebtedness, make material changes in corporate structure or materially alter the nature of its business, dispose of material assets, engage in mergers, consolidations and certain other fundamental changes, or engage in certain transactions with affiliates. The 2021 Credit Agreement contains customary default provisions, including, but not limited to, failure to pay interest or principal when due and failure to comply with covenants.
Refer to Note 21, “Subsequent Events,” for information regarding the January 30, 2023 and February 15, 2023 amendments to the 2021 Credit Agreement, the January 31, 2023 Capped Call Transactions and the February 3, 2023 Convertible Notes offering.
Revolving Credit Facility
The Revolving Credit Facility matures on September 2, 2026 and includes a $40 million sublimit for swingline loans and standby letters of credit. As of December 31, 2022, the Company had available borrowing capacity on the Revolving Credit Facility of $256.2 million after giving effect to $140.3 million of outstanding borrowings and $3.5 million of outstanding standby letters of credit.
Interest rates on the Revolving Credit Facility are at the Company’s option, either at: (i) the applicable LIBOR (or an applicable benchmark replacement) plus the applicable margin, which will range between 1.25% and 2.25%, based on the Company’s Total Net Leverage Ratio (as defined in the 2021 Credit Agreement), or (ii) the Base Rate (as defined below) plus the applicable margin, which will range between 0.25% and 1.25%, based on the Company’s Total Net Leverage Ratio. The Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the prime rate (as defined in the 2021 Credit Agreement), (ii) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.50%, and (iii) one-month LIBOR plus 1.00%. As of December 31, 2022, the interest rate on outstanding borrowings under the Revolving Credit Facility was 6.13%.
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 Total Net Leverage Ratio. As of December 31, 2022, the commitment fee on the unused portion of the Revolving Credit Facility was 0.20%.
(8.)     DEBT (Continued)
Term Loan Facilities
The TLA Facility and TLB Facility mature on September 2, 2026 and September 2, 2028, respectively, and require 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 outlined above for the Revolving Credit Facility. Interest rates on the TLB Facility are, at the Company’s option, either at: (i) the applicable LIBOR rate plus 2.50%, with LIBOR subject to a 0.50% floor, or (ii) the Base Rate plus 1.50%. As of December 31, 2022, the interest rates on the TLA Facility and TLB Facility were 6.13% and 6.88%, respectively.
Covenants
The 2021 Credit 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 5.50:1.00 (stepping down to 5.00:1.00 for the third fiscal quarter of 2023 through maturity and 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. The TLB Facility does not contain any financial maintenance covenants. As of December 31, 2022, the Company was in compliance with these financial covenants.
Contractual maturities under the Senior Secured Credit Facilities for the next five years and thereafter, as of December 31, 2022, are as follows (in thousands):
20232024202520262027After 2027
Future minimum principal payments$18,188 $29,937 $38,750 $522,738 $3,500 $318,125 
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, 20213,039 
Amortization during the period(652)
December 31, 2022$2,387 
The change in unamortized discount and deferred debt issuance costs related to the Term Loan Facilities is as follows (in thousands):
Deferred Debt Issuance CostsUnamortized Discount on TLB FacilityTotal
December 31, 20215,674 1,687 7,361 
Write-off of deferred debt issuance costs and unamortized discount(114)— (114)
Amortization during the period(991)(279)(1,270)
December 31, 2022$4,569 $1,408 $5,977 
v3.22.4
BENEFIT PLANS
12 Months Ended
Dec. 31, 2022
Retirement Benefits [Abstract]  
BENEFIT PLANS BENEFIT PLANS
Savings Plan
The Company sponsors a defined contribution 401(k) plan (the “Plan”) for its U.S. based employees. The Plan provides for the deferral of employee compensation under Internal Revenue Code §401(k) and a Company match. The Company matches $0.50 per dollar of each participant’s deferral made to the Plan up to 6% of their compensation, subject to Internal Revenue Service guidelines. Contributions from employees, as well as those matched by the Company, vest immediately. Net costs related to defined contribution plans for 2022, 2021 and 2020 were $8.8 million, $7.9 million and $5.0 million, respectively.
(9.)     BENEFIT PLANS (Continued)
Defined Benefit Plans
The Company is required to provide its employees located in Switzerland and Mexico certain statutorily mandated defined benefits. Under these plans, benefits accrue to employees based upon years of service, position, age and compensation. The defined benefit pension plan provided to the Company’s employees located in Switzerland is a funded contributory plan, while the plans that provide benefits to the Company’s employees located in Mexico are unfunded and noncontributory. The assets of the Switzerland plan are held at an AA- rated insurance carrier who bears the pension risk and longevity risk, and will be used to cover the pension liability for the remaining retirees of the Swiss plan, as well as the remaining employees at that location. The liability and corresponding expense related to these benefit plans is based on actuarial computations of current and future benefits for employees. The aggregated projected benefit obligation for these plans was $2.5 million and $3.9 million as of December 31, 2022 and December 31, 2021, respectively. Net periodic pension cost for 2022, 2021 and 2020 was $0.1 million, $0.5 million and $0.4 million, respectively. Over the next ten years, the Company expects gross benefit payments to be $1.2 million in total for the years 2023 through 2027, and $2.2 million in total for the years 2028 through 2032.
v3.22.4
STOCK-BASED COMPENSATION
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
Stock-based Compensation Plans
The Company maintains certain stock-based compensation plans that were approved by the Company’s stockholders and are administered by the Board of Directors (the “Board”) or the Compensation and Organization Committee of the Board. The stock-based compensation plans provide for the granting of stock options, restricted stock awards, RSUs, performance awards, stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers.
As of December 31, 2022, the Company’s outstanding stock-based compensation plans and agreements include the 2021 Omnibus Incentive Plan (the “2021 Plan”), 2016 Stock Incentive Plan (the “2016 Plan”), 2011 Stock Incentive Plan (the “2011 Plan”), the 2009 Stock Incentive Plan (the “2009 Plan”). The 2021 Plan replaced the 2016 Plan and the Company ceased granting any new awards under the 2016 Plan. The number of shares initially reserved for issuance under the 2021 Plan is (i) 1,450,000 plus (ii) the total number of shares of common stock available for issuance under the 2016 Plan, plus (iii) any shares of common stock that are subject to awards forfeited, cancelled, expired, terminated or otherwise lapsed or settled in cash, in whole or in part, without the delivery of shares under the 2016 Plan. The 2011 Plan and 2009 Stock Plan have expired and no awards are available for issuance under these expired plans. As of December 31, 2022, there were 1,311,629 shares available for future grants under the 2021 Plan.
Stock-based Compensation Expense
The components and classification of stock-based compensation expense were as follows (in thousands):
Year Ended December 31,
202220212020
Stock options$— $— $43 
RSUs and PRSUs21,023 16,185 9,120 
Total stock-based compensation expense$21,023 $16,185 $9,163 
Cost of sales$3,240 $3,365 $1,658 
SG&A15,234 11,579 6,942 
RD&E1,099 969 563 
Restructuring and other charges1,450 272 — 
Total stock-based compensation expense$21,023 $16,185 $9,163 
Income tax benefit recognized for stock-based compensation arrangements$2,908 $4,188 $3,169 
(10.)     STOCK-BASED COMPENSATION (Continued)
Stock Options
There were no stock options granted during 2022, 2021 or 2020. The following table summarizes stock option activity during the year ended December 31, 2022:
Number of
Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 31, 2021247,640 $38.03 
Exercised(7,018)21.35 
Outstanding at December 31, 2022240,622 $38.51 3.2$7.2 
Vested and exercisable at December 31, 2022240,622 $38.51 3.2$7.2 
Intrinsic value is calculated for in-the-money options (exercise price less than market price) as the difference between the market price of the Company’s common stock as of December 31, 2022 ($68.46) and the weighted average exercise price of the underlying stock options, multiplied by the number of options outstanding and/or exercisable. Shares are distributed from the Company’s authorized but unissued reserve upon the exercise of stock options. As of December 31, 2022, there was no unrecognized compensation cost related to stock options.
The following table provides certain information relating to the exercise of stock options during 2022, 2021 and 2020 (in thousands):
202220212020
Intrinsic value$370 $2,370 $4,773 
Cash received150 743 3,263 
Actual tax benefit for the tax deductions from the exercise of options89 569 1,145 
Restricted Stock Units
The following table summarizes RSU activity during the year ended December 31, 2022:
Time-Vested
Activity
Weighted
Average Grant Date
Fair Value
Nonvested at December 31, 2021248,131 $81.14 
Granted221,352 75.87 
Vested(142,927)80.50 
Forfeited(34,627)80.14 
Nonvested at December 31, 2022291,929 $77.58 
As of December 31, 2022, there was $14.6 million of total unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of approximately 1.9 years. The fair value of RSU shares vested during 2022, 2021 and 2020 was $10.7 million, $12.9 million and $9.9 million, respectively. The weighted average grant date fair value of RSUs granted during 2022, 2021 and 2020 was $75.87, $81.98 and $83.94, respectively.
(10.)     STOCK-BASED COMPENSATION (Continued)
Performance Restricted Stock Units
The following table summarizes PRSU activity during the year ended December 31, 2022:
Performance-
Vested
Activity
Weighted
Average Grant Date
Fair Value
Nonvested at December 31, 2021198,869 $92.07 
Granted131,393 90.84 
Forfeited(66,356)96.70 
Nonvested at December 31, 2022263,906 $90.29 
For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares earned depends on the achievement of financial or market-based performance conditions. The financial performance condition is based on the Company’s sales targets. The market conditions are based on the Company’s achievement of a relative total shareholder return (“TSR”) performance requirement, on a percentile basis, compared to a defined group of peer companies over three year performance periods, or contingent upon achieving specified stock price milestones over a five year performance period.
At December 31, 2022, there was $11.8 million of total unrecognized compensation cost related to unvested PRSUs, which is expected to be recognized over a weighted-average period of approximately 1.7 years. There were no PRSU shares vested during 2022. The fair value of PRSU shares vested during 2021 and 2020 was $3.1 million and $2.9 million, respectively. The weighted average grant date fair value of PRSUs granted during 2022, 2021 and 2020 was $90.84, $85.16 and $95.06, respectively.
The grant-date fair values of the market-based portion of the PRSUs granted during 2022, 2021 and 2020 were determined using the Monte Carlo valuation model on the date of grant. The weighted average fair value and assumptions used to value the TSR portion of the PRSUs granted are as follows:
 202220212020
Weighted average fair value$97.58 $85.16 $107.27 
Risk-free interest rate1.58 %0.19 %1.29 %
Expected volatility42 %41 %30 %
Expected life (in years)3.93.02.9
Expected dividend yield— %— %— %
The valuation of the TSR portion of the PRSUs granted during 2022, 2021 and 2020 also reflects a weighted average illiquidity discount of 9.25%, 8.19% and 8.00%, 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.
v3.22.4
RESTRUCTURING AND OTHER CHARGES
12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
RESTRUCTURING AND OTHER CHARGES RESTRUCTURING AND OTHER CHARGES
In addition to Restructuring costs discussed in Note 1, “Summary of Significant Accounting Policies,” the Company incurs other costs directly related to the restructuring initiatives (“restructuring-related charges”) which are classified within Cost of sales, Selling, general and administrative, and Research, development and engineering expenses in the Consolidated Statements of Operations. 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 Consolidated Statements of Operations.
Restructuring and other charges comprise the following (in thousands):
202220212020
Restructuring charges$4,920 $4,804 $3,718 
Acquisition and integration costs (adjustments)10,075 2,544 (776)
Other general expenses1,188 508 4,679 
Total restructuring and other charges
$16,183 $7,856 $7,621 
Restructuring programs
The following table comprises restructuring and restructuring-related charges by statement of operations classification (in thousands):
2022
Restructuring charges$4,920 
Restructuring-related expenses(a):
Cost of sales1,148 
Selling, general and administrative1,966 
Research, development and engineering1,231 
Total restructuring and restructuring-related charges
$9,265 
__________
(a) Restructuring-related expenses primarily include retention bonuses and professional fees. Restructuring related expenses for 2021 and 2020 were not material.
Operational excellence initiatives
The Company’s operational excellence (“OE”) 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.
2022 OE Initiatives - Costs related to the Company’s 2022 OE initiatives are primarily recorded within the Medical segment or unallocated operating expenses and mainly include termination benefits. The Company estimates that it will incur aggregate pre-tax charges in connection with the 2022 OE initiatives of between approximately $5 million and $6 million, the majority of which are expected to be cash expenditures. As of December 31, 2022, total restructuring and restructuring-related charges incurred since inception were $3.0 million. These actions are expected to be substantially complete by the end of 2025.
2021 OE Initiatives - Costs related to the Company’s 2021 OE initiatives are primarily recorded within the Medical segment or unallocated operating expenses and mainly include termination benefits. The Company estimates that it will incur aggregate pre-tax charges in connection with the 2021 OE initiatives of approximately $5 million, the majority of which are expected to be cash expenditures. As of December 31, 2022, total restructuring and restructuring-related charges incurred since inception were $4.9 million. These actions were substantially complete by the end of 2022.
(11.)     RESTRUCTURING AND OTHER CHARGES (Continued)
Strategic reorganization and alignment
The Company’s strategic reorganization and alignment (“SRA”) 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.
Cost Reduction Initiatives - During 2022, the Company recorded $1.5 million in restructuring charges related to cost reduction actions taken in response to higher manufacturing and direct labor costs. These charges consisted of employee termination benefits and are recorded within the Medical segment. The Company expects to incur aggregate pre-tax cash charges of up to $2.0 million through completion in the second quarter of 2023.
2021 SRA Initiatives - During the fourth quarter of 2021, the Company initiated plans to exit certain markets served in its Medical segment to enhance profitability and reallocate manufacturing capacity needed to support the Company’s overall growth plans. The Company estimates that it will incur a range of pre-tax charges in connection with the 2021 SRA initiatives of approximately $7 million and $9 million, the majority of which are expected to be cash expenditures. Costs related to the Company’s 2021 SRA Initiatives are primarily recorded within the Medical segment and mainly include termination benefits. As of December 31, 2022, total charges incurred since inception were $4.1 million. These actions are expected to be completed by the end of 2025.
Manufacturing alignment to support growth
In 2022, the Company commenced initiatives designed to reduce costs and improve operating efficiencies by relocating certain manufacturing operations. The Company estimates that it will incur a range of pre-tax charges in connection with these initiatives of approximately $2 million and $3 million, the majority of which are expected to be cash expenditures. As of December 31, 2022, total restructuring and restructuring-related charges incurred since inception were $0.3 million. These actions are expected to be substantially complete by the end of 2024.
The following table summarizes the activity for restructuring reserves (in thousands):
Operational
excellence
initiatives
Strategic reorganization and alignmentTotal
December 31, 2021$298 $134 $432 
Charges incurred, net of reversals1,325 3,595 4,920 
Cash payments(1,391)(1,595)(2,986)
December 31, 2022$232 $2,134 $2,366 
Acquisition and integration costs
Acquisition and integration costs primarily consist of professional fees and other costs related to business acquisitions.
During 2022, acquisition and integration costs included $10.1 million of expenses primarily related to the acquisitions of Oscor and Aran, including a net $3.1 million adjustment to increase the fair value of acquisition-related contingent consideration liabilities. During 2021, acquisition and integration costs included $2.4 million of expenses primarily related to the acquisition of Oscor, and a net $0.1 million adjustment to increase the fair value of acquisition-related contingent consideration liabilities. During 2020, acquisition and integration costs included $1.2 million of expenses primarily related to the acquisition of certain assets and liabilities of InoMec, and a $2.0 million adjustment to reduce the fair value of acquisition-related contingent consideration liability associated with the Company’s acquisition of US BioDesign, LLC (“USB”). See Note 17, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration.
Other general expenses
During 2022, 2021 and 2020, 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. The 2022, 2021 and 2020 amounts primarily include severance, information technology systems conversion expenses, and expenses related to the restructuring of certain legal entities of the Company.
v3.22.4
INCOME TAXES
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
Income from continuing operations before income taxes for fiscal years 2022, 2021 and 2020 consisted of the following (in thousands):
202220212020
U.S.$14,446 $48,293 $35,337 
International61,512 52,770 50,870 
Total income from continuing operations before income taxes$75,958 $101,063 $86,207 
The provision for income taxes from continuing operations for fiscal years 2022, 2021 and 2020 comprises the following (in thousands):
202220212020
Current:
Federal$20,455 $9,511 $7,784 
State780 1,553 1,233 
International6,871 8,459 6,898 
28,106 19,523 15,915 
Deferred:
Federal(16,300)(8,665)(4,648)
State26 (393)(1,245)
International(1,224)(2,422)(1,073)
(17,498)(11,480)(6,966)
Total provision for income taxes$10,608 $8,043 $8,949 
The provision for income taxes from continuing operations differs from the U.S. statutory rate for fiscal years 2022, 2021 and 2020 due to the following:
202220212020
Statutory rate$15,951 21.0 %$21,223 21.0 %$18,103 21.0 %
Federal tax credits (including R&D)(9,399)(12.4)(11,929)(11.8)(7,009)(8.1)
Foreign rate differential(7,693)(10.1)(5,165)(5.1)(5,333)(6.2)
Stock-based compensation2,009 2.6 (1,084)(1.1)(1,459)(1.7)
Uncertain tax positions2,469 3.3 18 — 1,208 1.4 
State taxes, net of federal benefit978 1.3 1,183 1.2 553 0.6 
U.S. tax on foreign earnings, net of §250 deduction5,225 6.9 1,913 1.9 3,216 3.7 
Valuation allowance(194)(0.3)524 0.5 (345)(0.4)
Other1,262 1.7 1,360 1.4 15 0.1 
Effective tax rate$10,608 14.0 %$8,043 8.0 %$8,949 10.4 %
The difference between the Company’s effective tax rate and the U.S. federal statutory income tax rate in the current year is primarily attributable to the availability of Foreign Tax Credits, R&D Credits, the impact of the Company’s earnings realized in foreign jurisdictions with statutory rates that are different than the U.S. federal statutory rate, and the provision for Global Intangible Low Taxed income (“GILTI”), net of the statutory deduction of 50% of the GILTI inclusion and the Foreign Derived Intangible Income (“FDII”) deduction (collectively “Section 250 deduction”). The Company’s foreign earnings are primarily derived from Switzerland, Mexico, Uruguay, Ireland and Malaysia. The Company currently has a tax holiday in Malaysia through April 2023 provided certain conditions continue to be met. In addition, the Company acquired manufacturing operations in the Dominican Republic as part of the acquisition of Oscor and is operating under a free trade zone agreement in the Dominican Republic through March 2034.
(12.)     INCOME TAXES (Continued)
Difference Attributable to Foreign Investment: Certain foreign subsidiary earnings are subject to U.S. taxation under the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) . The Company intends to permanently reinvest substantially all of its foreign subsidiary earnings, as well as its capital in those foreign subsidiaries, with the exception of planned distributions made out of current year earnings and profits (“E&P”) and E&P previously taxed as of and for the year ended December 29, 2017, including E&P subject to the toll charge under the Tax Reform Act. The Company accrues for withholding taxes on distributions in the year associated with earnings that are intended to be distributed.
The Tax Reform Act amended Internal Revenue Code Section 174 requiring taxpayers to capitalize all research and experimental costs incurred for tax years beginning on or after January 1, 2022. The Company has recorded the impact of this amendment in the provision for income taxes for the fiscal year 2022.
As of December 31, 2022 and December 31, 2021, the Company had a net deferred tax liability consisting of the following (in thousands):
December 31,
2022
December 31,
2021
Operating lease liabilities$18,781 $17,950 
Research and development15,168 — 
Inventories13,103 14,147 
Tax credit carryforwards10,110 11,394 
Net operating loss carryforwards9,121 11,721 
Accrued expenses7,113 9,348 
Stock-based compensation4,230 3,724 
Gross deferred tax assets77,626 68,284 
Less valuation allowance(16,649)(19,456)
Net deferred tax assets60,977 48,828 
Intangible assets(188,976)(186,150)
Operating lease assets(18,846)(17,974)
Property, plant and equipment(6,789)(7,354)
Other(790)(3,144)
Gross deferred tax liabilities(215,401)(214,622)
Net deferred tax liability$(154,424)$(165,794)
Presented as follows:
Noncurrent deferred tax asset$6,247 $5,711 
Noncurrent deferred tax liability(160,671)(171,505)
Net deferred tax liability$(154,424)$(165,794)
As of December 31, 2022, the Company has the following carryforwards available:
JurisdictionTax
Attribute
Amount
(in millions)
Begin to Expire
U.S. State
Net operating losses(1)
$105.5 2023
International
Net operating losses(1)
14.4 2023
U.S. FederalForeign tax credits5.0 2023
U.S. StateR&D tax credits1.4 2023
U.S. StateState tax credits6.0 2023
InternationalR&D tax credits0.4 Indefinite
__________
(1)     Net operating losses (“NOLs”) are presented as pre-tax amounts.
(12.)     INCOME TAXES (Continued)
In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the consideration of the weight of both positive and negative evidence, management has determined it is more likely than not that a portion of the deferred tax assets as of December 31, 2022 and December 31, 2021 related to certain foreign tax credits, state investment tax credits, and foreign and state net operating losses will not be realized.
The Company files annual income tax returns in the U.S., various state and local jurisdictions, and in various foreign jurisdictions. A number of years may elapse before an uncertain tax position, for which the Company has unrecognized tax benefits, is examined and finally settled. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its unrecognized tax benefits reflect the most probable outcome. The Company adjusts these unrecognized tax benefits, as well as the related interest, in light of changing facts and circumstances. The resolution of an uncertain tax position, if recognized, would be recorded as an adjustment to the provision for income taxes and the effective tax rate in the period of resolution.
Below is a summary of changes to the unrecognized tax benefit for the years ended December 31, 2022, 2021 and 2020 (in thousands):
202220212020
Balance, beginning of year$5,537 $5,484 $4,446 
Additions based upon tax positions related to the current year1,364 3,324 300 
Additions (reductions) related to prior period tax returns838 (3,271)738 
Balance, end of year$7,739 $5,537 $5,484 
The tax years that remain open and subject to tax audits vary depending on the tax jurisdiction. During 2021, the Internal Revenue Service (“IRS”) effectively concluded its examination of the U.S. subsidiaries of the Company for the taxable years 2017 and 2018. Taxable years 2019 and forward remain subject to examination by the IRS.
It is reasonably possible that a reduction of approximately $1.8 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of the lapse of the statute of limitations and/or audit settlements. As of December 31, 2022, approximately $7.7 million of unrecognized tax benefits would favorably impact the effective tax rate (net of federal impact on state issues), if recognized.
The Company recognizes interest related to unrecognized tax benefits as a component of Provision for income taxes on the Consolidated Statements of Operations. The Company accrued interest of $0.4 million and no penalties during 2022 and recognized an aggregate liability related to interest and penalties on unrecognized tax benefits of $0.5 million as of December 31, 2022. During 2021 and 2020, the recorded amounts for interest and penalties were not significant.
Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and Inflation Reduction Act of 2022 ("IRA")
In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. These measures may include deferring the due dates of tax payments or other changes to their income and non-income-based tax laws. The CARES Act, which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws. The CARES Act provided for deferred payment of the employer portion of social security taxes through the end of 2020. As of December 31, 2022 and December 31, 2021, the Company had deferred payroll taxes related to the CARES Act of $4.5 million and $4.8 million, respectively, included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. The Company paid the $4.5 million outstanding as of December 31, 2022 on the January 3, 2023 due date.
The IRA was enacted on August 16, 2022. The IRA includes implementation of a new 15% minimum tax on book income of certain large corporations, an excise tax on stock buybacks, and tax incentives for energy and climate initiatives, among other provisions. The Company does not expect the provisions of the IRA to have a material impact to the Company's consolidated financial statements.
See Note 20, “Discontinued Operations,” for additional information pertaining to income taxes from discontinued operations.
v3.22.4
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2022
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 17, “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 will not become material in the future.
The Company records a contingent gain for litigation when all of the following conditions have been met: (a) the amount to be paid to the Company is known, (b) there is no potential for appeal or reversal, and (c) collectability is reasonably assured.
In April 2013, the Company commenced an action against AVX Corporation and AVX Filters Corporation (collectively “AVX”) alleging that AVX had infringed on the Company’s patents by manufacturing and selling filtered feedthrough assemblies used in implantable pacemakers and cardioverter defibrillators that incorporate the Company’s patented technology. Following four trials and an appeal, the United States Court of Appeals for the Federal Circuit affirmed, in all respects, a judgment in favor of the Company. The Company received the payment of $28.9 million in October 2020, and after recognizing certain related expenses, recognized a net gain of $28.2 million. The net gain on patent litigation of $28.2 million is recorded in Selling, general and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020.
Environmental Matters
The Company acquired Lake Region Medical Holdings, Inc. (“LRM”) in 2015. At the direction of the New Jersey Department of Environmental Protection (“NJDEP”), LRM has been performing, and has agreed to fund approximately $0.3 million for, environmental investigations of a manufacturing facility LRM owned in South Plainfield, New Jersey from 1971 to 2004, and where it conducted operations from 1971 to 2007. NJDEP required LRM to perform and fund these environmental investigations due to concerns that prior investigations by LRM at the property were inadequate and because NJDEP concluded that the property was a source of local ground water contamination during LRM’s operations, including the Franklin Street Regional Groundwater Contamination Area, which has been designated as an immediate environmental concern by NJDEP. LRM funded the environmental investigation undertaken by NJDEP’s contractor by placing approximately $0.3 million in escrow for the environmental investigation. As of December 31, 2022, approximately $0.2 million had been drawn down from the escrow account by NJDEP to pay for the environmental investigation, and approximately $0.1 million remains in escrow for anticipated future costs associated with the environmental investigation. These environmental investigations may conclude that remediation of the property by LRM, and the reimbursement of costs and damages, including natural resource damages, associated with the groundwater immediate environmental concern, are necessary. Further, the current owner of the property claims to have been financially impacted by LRM’s inadequate environmental investigations. While the Company does not expect this environmental matter will have a material effect on its consolidated results of operations, financial position or cash flows, there can be no assurance that this environmental matter will not become material in the future. As of December 31, 2022, there was $0.1 million recorded in Accrued expenses and other current liabilities in the Consolidated Balance Sheets in connection with this environmental matter.
License Agreements
The Company is a party to various license agreements for technology that is utilized in certain of its products. The most significant of these agreements are the licenses for basic technology used in the production of wet tantalum capacitors, filtered feedthroughs and MRI compatible lead systems. Expenses related to license agreements were $1.7 million, $1.3 million, and $1.2 million, for 2022, 2021 and 2020, respectively, and are primarily included in Cost of Sales.
(13.)     COMMITMENTS AND CONTINGENCIES (Continued)
Product Warranties
The Company generally warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The change in product warranty liability for the years ended December 31, 2022 and 2021 comprises the following (in thousands):
20222021
Beginning balance$509 $163 
Additions to warranty reserve, net of reversals(4)(15)
Adjustments to pre-existing warranties (428)(71)
Warranty claims settled— — 
Acquisitions$— $432 
Ending balance$77 $509 
Self-Insurance Liabilities
As of December 31, 2022, and at various times in the past, the Company self-funded certain of its workers’ compensation and employee medical and dental expenses. The Company has established reserves to cover these self-insured liabilities and also maintains stop-loss insurance to limit its exposures under these programs. Claims reserves represent accruals for the estimated uninsured portion of reported claims, including adverse development of reported claims, as well as estimates of incurred but not reported claims. Claims incurred but not reported are estimated based on the Company’s historical experience, which is continually monitored, and accruals are adjusted when warranted by changes in facts and circumstances. The Company’s actual experience may be different than its estimates, sometimes significantly. Changes in assumptions, as well as changes in actual experience could cause these estimates to change. Insurance and claims expense will vary from period to period based on the severity and frequency of claims incurred in a given period.  The Company’s self-insurance reserves totaled $6.3 million and $5.6 million as of December 31, 2022 and December 31, 2021, respectively. These accruals are recorded in Accrued expenses and other current liabilities and Other long-term liabilities on the Consolidated Balance Sheets.
v3.22.4
LEASES
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
LEASES LEASES
The components and classification of lease cost are as follows (in thousands):
December 31,
2022
December 31,
2021
Finance lease cost:
Amortization of lease assets$1,080 $223 
Interest on lease liabilities317 59 
Finance lease cost1,397 282 
Operating lease cost13,927 10,729 
Short-term lease cost (leases with initial term of 12 months or less)342 137 
Variable lease cost3,026 2,619 
Sublease income(1,294)(1,392)
Total lease cost$17,398 $12,375 
Cost of sales$13,111 $9,642 
SG&A2,864 1,817 
RD&E1,106 857 
Interest expense$317 $59 
Total lease cost$17,398 $12,375 
The Company’s sublease income is derived primarily from certain real estate leases to several non-affiliated tenants under operating sublease arrangements.
(14.)     LEASES (Continued)
At December 31, 2022, the maturities of operating and finance lease liabilities were as follows (in thousands):
Operating Leases Finance Leases
2023$13,033 $1,402 
202412,155 1,410 
202511,957 1,300 
202611,474 884 
20278,128 653 
Thereafter29,026 5,152 
Gross lease liabilities85,773 10,801 
Less: imputed interest(11,362)(1,702)
Present value of lease liabilities74,411 9,099 
Less: current portion of lease liabilities(10,362)(1,093)
Total long-term lease liabilities$64,049 $8,006 
As of December 31, 2022, the Company did not have any leases that have not yet commenced.
The following table presents the weighted average remaining lease term and discount rate.
December 31,
2022
December 31,
2021
Weighted-average remaining lease term - operating leases (in years)7.57.0
Weighted-average remaining lease term - finance leases (in years)10.012.2
Weighted-average discount rate - operating leases3.9 %3.9 %
Weighted-average discount rate - finance leases3.4 %3.5 %
Supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021 is as follows (in thousands):
20222021
Cash paid for operating leases$13,519 $10,808 
Cash paid for interest on finance leases317 59 
Assets acquired under operating leases15,777 32,466 
Assets acquired under finance leases1,882 8,154 
During the fiscal year ended December 31, 2022, the Company extended the lease terms for three of its manufacturing facilities. As a result of these lease modifications, the Company re-measured the lease liability and adjusted the ROU asset on the modification dates.
v3.22.4
EARNINGS PER SHARE
12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
EARNINGS PER SHARE EARNINGS PER SHARE
The following table sets forth a reconciliation of the information used in computing basic and diluted EPS for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts):
202220212020
Numerator for basic and diluted EPS:
Income from continuing operations$65,350 $93,020 $77,258 
Income from discontinued operations1,027 3,788 — 
Net income$66,377 $96,808 $77,258 
Denominator for basic EPS:
Weighted average shares outstanding33,127 32,993 32,845 
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units230 265 268 
Denominator for diluted EPS33,357 33,258 33,113 
Basic earnings per share:
Income from continuing operations$1.97 $2.82 $2.35 
Income from discontinued operations0.03 0.11 — 
Basic earnings per share2.00 2.93 2.35 
Diluted earnings per share:
Income from continuing operations$1.96 $2.80 $2.33 
Income from discontinued operations0.03 0.11 — 
Diluted earnings per share1.99 2.91 2.33 
The diluted weighted average share calculations do not include the following securities for the years ended December 31, 2022, 2021 and 2020, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands):
202220212020
Time-vested stock options, restricted stock and restricted stock units15 98 
Performance-vested restricted stock units152 92 89 
v3.22.4
STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common Stock
The following table sets forth the changes in the number of shares of common stock for the years ended December 31:
20222021
Shares issued and outstanding at beginning of period33,063,336 32,908,178 
Stock options exercised7,018 34,233 
Vesting of RSUs, net of shares withheld to cover taxes99,424 120,925 
Shares issued and outstanding at end of period33,169,778 33,063,336 
Accumulated Other Comprehensive Income
Accumulated other comprehensive income comprises the following (in thousands):
Defined
Benefit
Plan
Liability
Cash
Flow
Hedges
Foreign
Currency
Translation
Adjustment
Total
Pre-Tax
Amount
TaxNet-of-Tax
Amount
December 31, 2020$(1,095)$(4,956)$57,546 $51,495 $1,197 $52,692 
Unrealized gain on cash flow hedges— 91 — 91 (19)72 
Realized gain on foreign currency hedges— (832)— (832)175 (657)
Realized loss on interest rate swap hedges— 3,406 — 3,406 (716)2,690 
Net defined benefit plan adjustments205 — — 205 14 219 
Foreign currency translation loss— — (27,826)(27,826)— (27,826)
December 31, 2021$(890)$(2,291)$29,720 $26,539 $651 $27,190 
Unrealized gain on cash flow hedges— 3,649 — 3,649 (766)2,883 
Realized gain on foreign currency hedges— (516)— (516)108 (408)
Realized loss on interest rate swap hedges— 918 — 918 (193)725 
Net defined benefit plan adjustments544 — — 544 (35)509 
Foreign currency translation loss— — (25,570)(25,570)— (25,570)
December 31, 2022$(346)$1,760 $4,150 $5,564 $(235)$5,329 
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
12 Months Ended
Dec. 31, 2022
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 uses 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 balance sheet.
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)
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 
December 31, 2021
Assets: Foreign currency hedging contracts$687 $— $687 $— 
Liabilities: Interest rate swap2,978 — 2,978 — 
Liabilities: Contingent consideration2,415 — — 2,415 
Derivatives Designated as Hedging Instruments
Interest Rate Swaps
The Company periodically enters into interest rate swap agreements 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 equal to one-month LIBOR. The variable rate received from the swap agreements and the variable rate paid on the outstanding debt will have the same rate of interest, excluding the credit spread, and will reset and pay interest on the same date. The Company has designated these swap agreements as cash flow hedges based on concluding the hedged forecasted transaction is probable of occurring within the period the cash flow hedge is anticipated to affect earnings.
The Company receives fair value estimates from the swap agreement counterparties. The fair value of the Company’s swap agreements are determined through the use of a cash flow model that utilizes observable market data inputs. These observable market data inputs include LIBOR, swap rates, and credit spread curves. The Company’s interest rate swap agreements are categorized in Level 2 of the fair value hierarchy. The estimated fair value of the swap agreements represents the amount the Company would receive (pay) to terminate the contracts.
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
Date
Pay Fixed RateReceive Current Floating RateFair ValueBalance Sheet Location
$100,000 Jun 20232.1785 %4.3869 %$1,262 Prepaid expenses and other current assets
(17.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Information regarding the Company’s outstanding interest rate swap designated as cash flow hedges as of December 31, 2021 is as follows (dollars in thousands):
Notional AmountMaturity
Date
Pay Fixed RateReceive Current Floating RateFair ValueBalance Sheet Location
$150,000 Jun 20232.1785 %0.1013 %$(2,978)Other long-term liabilities
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.
The Company receives fair value estimates from the foreign currency contract counterparties. The fair value of foreign currency contracts is determined through the use of cash flow models that utilize observable market data inputs to estimate fair value. These observable market data inputs include foreign exchange rate and credit spread curves. The Company’s foreign currency contracts are categorized in Level 2 of the fair value hierarchy. The fair value of the Company’s foreign currency contracts will be realized as Sales or Cost of Sales as the inventory, which the contracts are hedging, is sold.
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
Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2021 is as follows (dollars in thousands):
Notional AmountMaturity
Date
$/Foreign CurrencyFair ValueBalance Sheet Location
$22,201 Dec 20220.0463MXN Peso$408 Prepaid expenses and other current assets
17,017 Dec 20221.1344Euro130 Prepaid expenses and other current assets
9,020 Dec 20220.0220UYU Peso149 Prepaid expenses and other current assets
The following table presents the impact of cash flow hedge derivative instruments on other comprehensive income (“OCI”), AOCI and the Company’s Consolidated Statement of Operations for fiscal years 2022, 2021 and 2020 (in thousands):
Gain (Loss) Recognized in OCIGain (Loss) Reclassified from AOCI
Derivative202220212020Location in Statement of Operations 202220212020
Interest rate swaps$3,322 $642 $(7,405)Interest expense$(918)$(3,406)$(3,447)
Foreign exchange contracts(2,226)(943)1,017 Sales(2,073)(674)618 
Foreign exchange contracts2,225 399 (355)Cost of sales2,205 1,437 (1,177)
Foreign exchange contracts328 (7)60 Operating expenses384 69 (79)
The Company expects to reclassify net gains totaling $1.8 million related to its cash flow hedges from AOCI into earnings during the next twelve months.
(17.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
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 December 31, 2022 and December 31, 2021, the Company had total gross notional amounts of $12.0 million and $15.0 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. The Company recorded a net gain on foreign currency contracts not designated as hedging instruments of $2.6 million and $0.4 million for 2022 and 2021, respectively, which are included in Other (income) loss, net. 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.
Contingent Consideration Liabilities
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 fiscal years 2022 and 2021 (in thousands):
December 31, 2020$3,900 
Fair value measurement adjustment133 
Payments
(1,621)
Foreign currency translation
December 31, 20212,415 
Amount recorded for current year acquisitions
7,375 
Fair value measurement adjustment3,097 
Payments
(972)
Foreign currency translation(159)
December 31, 2022$11,756 
On April 6, 2022, the Company acquired Aran and on February 19, 2020, acquired certain assets and liabilities of InoMec. See Note 2, “Business Acquisitions,” for additional information about the Aran and InoMec acquisitions and related contingent consideration. On October 7, 2019, the Company acquired certain assets and liabilities of USB, a privately-held developer and manufacturer of complex braided biomedical structures for disposable and implantable medical devices. The contingent consideration at December 31, 2022 is the estimated fair value of the Company’s obligations, under the asset purchase agreements for Aran, InoMec and USB, to make additional payments if certain revenue goals are met.
During 2022, the Company made payments associated with the InoMec and USB acquisitions, resulting from achievement of revenue-based goals for the period from March 1, 2021 to February 28, 2022 for InoMec and January 1, 2021 to December 31, 2021 for USB. During 2021, the Company made payments associated with the InoMec and USB acquisitions, resulting from achievement of revenue-based goals for the period from March 1, 2020 to February 28, 2021 for InoMec and January 1, 2020 to December 31, 2020 for USB.
As of December 31, 2022 and December 31, 2021, the current portion of contingent consideration liabilities included in Accrued expenses and other current liabilities was $11.2 million and $0.9 million, respectively, and the non-current portion included in Other long-term liabilities on the Consolidated Balance Sheets was $0.6 million and $1.5 million, respectively.
As of December 31, 2022 and December 31, 2021 the fair value of the contingent consideration liability relating to the acquisition of USB was zero and $1.1 million, respectively. During the most recent measurement of the USB contingent consideration liability as of December 31, 2022, the Company assessed the probability of meeting the required revenue threshold as unlikely and reduced the the fair value to zero. As of December 31, 2022 and December 31, 2021, the fair value of the contingent consideration liability relating to the acquisition of InoMec was $1.1 million and $1.3 million, respectively. The fair value of the contingent consideration liability relating to the acquisition of InoMec was calculated using projected revenue for the remaining earnout period and discounted using a discount rate of 12.3%. The remaining maximum potential undiscounted payout for the contingent consideration liability relating to the acquisition of InoMec is $1.8 million, with projected payments in 2023 and 2024. The fair value of the contingent consideration liability relating to the acquisition of Aran was $7.4 million at the date of acquisition. During the most recent measurement of the Aran contingent consideration liability as of December 31, 2022, the Company determined that Aran achieved the maximum revenue threshold and increased the fair value to $10.7 million. The contingent consideration related to Aran is expected to be paid in the first half of 2023.
(17.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration as of December 31, 2021:
December 31, 2021
Contingency TypeRemaining Maximum Payout (undiscounted)Fair ValueValuation TechniqueUnobservable InputsWeighted Average or Range
Revenue-based payments:
InoMec and USB$6,750 $2,415 Monte CarloRevenue volatility29.0 %
Discount rate1.8 %
Projected year(s) of payment2022-2024
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, contract assets, accounts payable and accrued expenses approximate fair value due to the short-term nature of these items.
Borrowings under the Company’s Revolving Credit Facility, TLA Facility and TLB 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
Equity investments comprise the following (in thousands):
December 31,
2022
December 31,
2021
Equity method investment$8,252 $16,192 
Non-marketable equity securities5,637 5,637 
Total equity investments
$13,889 $21,829 
The components of (Gain) loss on equity investments, net for each period were as follows (in thousands):
202220212020
Equity method investment (income) loss$7,636 $3,057 $(5,706)
Impairment charges— 86 369 
Total (gain) loss on equity investments, net
$7,636 $3,143 $(5,337)
During 2021 and 2020, the Company determined that certain non-marketable equity securities were impaired. In both 2021 and 2020, new equity financings by two of the Company’s non-marketable equity securities indicated new values for the investments. During the fourth quarters of 2021 and 2020, the Company recorded impairment charges of $0.1 million and $0.4 million, respectively, to reduce the carrying value of these non-marketable equity securities to their estimated fair value of zero and $2.2 million, respectively. The fair values of these investments were derived from observable price changes of similar securities of the investees. During 2022, the Company received a cash distribution representing a return of capital on our equity method investments of $0.3 million. During 2021 and 2020, the Company received cash distributions representing a return on equity method investments of $2.2 million and $0.4 million, respectively.
The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of December 31, 2022, the Company owned 7.4% of this fund.
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION
12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
SEGMENT AND GEOGRAPHIC INFORMATION SEGMENT AND GEOGRAPHIC 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.
The Company defines segment income from operations as sales less cost of sales including amortization and expenses attributable to segment-specific selling, general, administrative, research, development, engineering and other operating activities. The remaining unallocated operating and other expenses are primarily administrative corporate headquarter expenses and capital costs that are not allocated to reportable segments. Transactions between the two segments are not significant.
The Company has communicated to certain customers that it is exiting certain markets it serves in the Advanced Surgical, Orthopedics & Portable Medical product line. In order to align with the planned exit of those markets and better align to its end markets and product line strategies, the Company recast its product line sales within the Medical segment to reflect the reclassification of certain products from the historical product lines to the product lines associated with those revenues that will be utilized for future revenue reporting. The Company believes the revised presentation will provide improved reporting and better transparency into the operational results of its business and markets. The Company has reclassified the product line sales information for 2021 and 2020 in the table below to conform to the current year presentation. For the years ended December 31, 2021 and 2020, Cardio & Vascular sales of $32.9 million and $31.7 million, respectively, and Advanced Surgical, Orthopedics & Portable Medical sales of $22.8 million and $20.5 million, respectively, were reclassified to the Cardiac Rhythm Management & Neuromodulation product line.
The following table presents sales by product line for the years ended December 31, 2022, 2021 and 2020 (in thousands):
202220212020
Segment sales by product line:
Medical
Cardio & Vascular $699,469 $593,117 $538,240 
Cardiac Rhythm Management & Neuromodulation532,580 502,288 398,409 
Advanced Surgical, Orthopedics & Portable Medical97,502 87,221 101,329 
Total Medical1,329,551 1,182,626 1,037,978 
Non-Medical46,545 38,453 35,464 
Total sales$1,376,096 $1,221,079 $1,073,442 
Geographic Area Information
The following table presents sales by significant country for the years ended December 31, 2022, 2021 and 2020. In these tables, sales are allocated based on where the products are shipped (in thousands).
202220212020
Sales by geographic area:
United States$762,134 $671,502 $596,804 
Non-Domestic locations:
Puerto Rico114,078 110,162 96,048 
Costa Rica76,140 66,975 58,853 
Rest of world423,744 372,440 321,737 
Total sales$1,376,096 $1,221,079 $1,073,442 
(18.)     SEGMENT AND GEOGRAPHIC INFORMATION (Continued)
The following table presents revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues for the years ended December 31, 2022 and 2021.
20222021
CustomerMedicalNon-MedicalMedicalNon-Medical
Customer A17%*19%*
Customer B17%*17%*
Customer C13%*14%*
Customer D*30%*36%
Customer E****
All other customers53%70%50%64%
__________
* Less than 10% of segment’s total revenues for the period.
The following table presents revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped for the years ended December 31, 2022 and 2021.
20222021
Ship to LocationMedicalNon-MedicalMedicalNon-Medical
United States55%67%54%71%
United Kingdom*10%**
Rest of world45%23%46%29%
The following table presents income from continuing operations for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands).
202220212020
Segment income from continuing operations:
Medical$205,877 $213,600 $169,396 
Non-Medical7,571 8,022 4,848 
Total segment income from continuing operations213,448 221,622 174,244 
Unallocated operating expenses(92,121)(85,911)(53,632)
Operating income121,327 135,711 120,612 
Unallocated expenses, net(45,369)(34,648)(34,405)
Income from continuing operations before income taxes$75,958 $101,063 $86,207 
The following table presents depreciation and amortization expense for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands).
 202220212020
Segment depreciation and amortization:
Medical$86,825 $75,366 $72,338 
Non-Medical1,096 1,167 996 
Total depreciation and amortization included in segment
   income from continuing operations
87,921 76,533 73,334 
Unallocated depreciation and amortization4,070 4,836 5,990 
Total depreciation and amortization$91,991 $81,369 $79,324 
(18.)     SEGMENT AND GEOGRAPHIC INFORMATION (Continued)
The following table presents total assets for the Company’s reportable segments as of December 31, 2022 and December 31, 2021 (in thousands).
December 31,
2022
December 31,
2021
Identifiable assets:
Medical$2,652,357 $2,448,123 
Non-Medical 57,385 56,158 
Total reportable segments2,709,742 2,504,281 
Unallocated assets84,644 77,934 
Total assets$2,794,386 $2,582,215 
The following table presents capital expenditures for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands).
 202220212020
Expenditures for tangible long-lived assets:
Medical$69,687 $48,364 $42,435 
Non-Medical360 628 1,038 
Total reportable segments70,047 48,992 43,473 
Unallocated long-lived tangible assets4,681 4,471 3,359 
Total expenditures$74,728 $53,463 $46,832 
The following table presents PP&E by geographic area as of December 31, 2022 and December 31, 2021. In these tables, PP&E is aggregated based on the physical location of the tangible long-lived assets (in thousands).
December 31,
2022
December 31,
2021
Long-lived tangible assets by geographic area:
United States$203,578 $184,474 
Mexico32,360 33,877 
Ireland61,356 41,501 
Rest of world19,949 17,247 
Total$317,243 $277,099 
v3.22.4
REVENUE FROM CONTRACTS WITH CUSTOMERS
12 Months Ended
Dec. 31, 2022
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 18, “Segment and Geographic Information.”
A significant portion of the Company’s sales for the years ended December 31, 2022, 2021 and 2020 and accounts receivable at December 31, 2022 and December 31, 2021 were to three customers as follows:
 SalesAccounts Receivable
202220212020December 31,
2022
December 31,
2021
Customer A17%18%18%14%15%
Customer B16%16%16%19%19%
Customer C13%13%14%11%10%
46%47%48%44%44%
Revenue recognized from products and services transferred to customers over time during 2022 and 2021 represented 30% and 33%, respectively, of total revenue. Substantially all of the revenue recognized from products and services transferred to customers over time during 2022 and 2021 was within the Medical segment.
Contract Balances
The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):
December 31,
2022
December 31,
2021
Contract assets$71,927 $64,743 
Contract liabilities5,616 3,776 
During 2022, the Company recognized $2.7 million of revenue that was included in the contract liability balance as of December 31, 2021. During 2021, the Company recognized $1.9 million of revenue that was included in the contract liability balance as of December 31, 2020.
v3.22.4
DISCONTINUED OPERATIONS
12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
DISCONTINUED OPERATIONS DISCONTINUED OPERATIONS
Divestiture of AS&O Product Line
In July 2018, the Company completed the sale of its AS&O Product Line within its Medical segment. For all periods presented, financial results reported as discontinued operations in the Consolidated Statements of Operations relate to the divested AS&O Product Line.
During the fourth quarter of 2022 and 2021, the Company recognized other income from discontinued operations of $1.3 million and $4.9 million, respectively, for the release of pre-divestiture indemnified tax liabilities resulting from the lapse of the statute of limitations and the effective settlement of tax audits.
Income from discontinued operations for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):
202220212020
Other income, net$(1,323)$(4,931)$— 
Provision for income taxes296 1,143 — 
Income from discontinued operations$1,027 $3,788 $— 
Cash flow information from discontinued operations for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):
202220212020
Income from discontinued operations$1,027 $3,788 $— 
Changes in operating assets and liabilities, net of acquisitions:
Accrued expenses and other liabilities(1,323)(4,931)— 
Income taxes payable296 1,143 — 
Net cash provided by operating activities$— — $— $— 
v3.22.4
SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS SUBSEQUENT EVENTS
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 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 LIBOR-based reference interest rate option with a reference interest rate option based upon Adjusted Term SOFR, as defined in the 2021 Credit Agreement, 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.
(21.)     SUBSEQUENT EVENTS (Continued)
2028 Convertible Notes
On February 3, 2023, the Company closed its private offering of $500 million aggregate principal amount of 2.125% Convertible Senior Notes due 2028 (the “Notes”), which amount includes the exercise in full of the $65 million option granted to the initial purchasers of the Notes. The Notes bear interest at a fixed rate of 2.125% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. The Notes will mature on February 15, 2028, unless earlier repurchased, redeemed, or converted in accordance with their terms. The Notes are convertible at the option of the holders, under certain circumstances and during certain periods, into cash up to the aggregate principal amount of the Notes to be converted and cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted.
The net proceeds from the offering were approximately $485.3 million, after deducting fees and estimated expenses payable by the Company. The Company used a portion of the net proceeds to settle in full principal and interest due of $336.1 million under the TLB Facility, pay down principal and interest due of $113.9 million under the the Revolving Credit Facility, to pay related fees and expenses, and to pay the cost of the Capped Call Transactions described below.
Prior to the close of business on the business day immediately preceding November 15, 2027, the Notes are convertible at the option of the holders of the Notes only under certain conditions. The conversion rate will initially be 11.4681 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $87.20 per share of common stock). The conversion rate is subject to customary adjustments upon the occurrence of certain events. The Company may not redeem the Notes prior to February 20, 2026. The Company may redeem for cash all or part of the Notes, at its option, on or after February 20, 2026, under certain circumstances at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.
The Notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any indebtedness that is expressly subordinated to the Notes and will rank equally with all of its existing and future senior unsecured indebtedness that is not so subordinated. The Notes will be effectively subordinated to all of the Company’s existing and future secured indebtedness, including the Company’s obligations under the 2021 Credit Agreement, (to the extent of the value of the assets securing such indebtedness) and structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s existing and future subsidiaries, including obligations of certain of its subsidiaries under the 2021 Credit Agreement.
Capped Call Transactions
On January 31, 2023, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with certain of the initial purchasers or their respective affiliates and certain other financial institutions (the “Option Counterparties”). In addition, on February 1, 2023, in connection with the initial purchasers’ exercise in full of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions will initially be approximately $108.59 per share and is subject to certain adjustments under the terms of the Capped Call Transactions.
The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the Notes and will not change the holders’ rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions.
v3.22.4
Schedule II - Valuation and Qualifying Accounts
12 Months Ended
Dec. 31, 2022
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II - Valuation and Qualifying Accounts
Schedule II—Valuation and Qualifying Accounts
 Col. C—Additions    
Column A
Description
Col. B Balance at Beginning
of Period
Charged to Costs &
Expenses
Charged to Other Accounts- Describe Col. D Deductions
- Describe
 Col. E Balance at End of
Period
December 31, 2022
Provision for credit losses
$132 $48 $163 
(1)
$(5)
(4)
$338 
Valuation allowance for deferred tax assets$19,456 $(684)
(2)
$(131)
(3)
$(1,992)
(2)
$16,649 
December 31, 2021
Provision for credit losses
$155 $20 $— $(43)
(4)
$132 
Valuation allowance for deferred tax assets$20,739 $(941)
(2)
$26 
(3)
$(368)
(2)
$19,456 
December 31, 2020
Provision for credit losses
$2,443 $28 $— $(2,316)
(4)
$155 
Valuation allowance for deferred tax assets$22,229 $(275)
(2)
$— $(1,215)
(2)(4)(5)
$20,739 
(1)Amount reclassified from deferred revenue.
(2)Valuation allowance recorded in the provision for income taxes for certain net operating losses and tax credits. Deductions include the expiration of certain net operating losses and tax credits.
(3)Includes foreign currency translation effect.
(4)Accounts written off and reductions to allowances existing at the beginning of the year. The 2020 amount includes $2.3 million of accounts receivable recorded during 2019 in connection with a customer bankruptcy.
(5)The 2020 deductions include releases of the allowance for net operating losses utilized during that year and return to provision adjustments for prior years.
Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.
(3)See exhibits listed under Part (b) below.
v3.22.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation
Basis of Presentation and Principles of Consolidation
The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Integer Holdings Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
In July 2018, the Company completed the sale of its Advanced Surgical and Orthopedic product lines (the “AS&O Product Line”) within its Medical segment. For all periods presented, financial results reported as discontinued operations in the Consolidated Statements of Operations relate to the divested AS&O Product Line. The Consolidated Statements of Cash Flows includes cash flows related to the discontinued operations due to Integer’s (parent) centralized treasury and cash management processes. See Note 20, “Discontinued Operations,” for the financial results and cash flow amounts for discontinued operations. All results and information in the consolidated financial statements are presented as continuing operations and exclude the AS&O Product Line unless otherwise noted specifically as discontinued operations.
The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. The discontinued operations of the AS&O Product Line were reported in the Medical segment. Refer to Note 18, “Segment and Geographic Information,” for additional information on the Company’s reportable segments.
Use of Estimates
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting periods. Actual results could differ materially from those estimates.
Reclassifications
Reclassifications
Certain prior period amounts have been reclassified to conform to current year presentation. Refer to Note 6, “Goodwill and Other Intangibles, Net,” for a description of the changes made to the Company’s prior period definite-lived asset classification to reflect the current year presentation. Refer to Note 18, “Segment and Geographic Information,” for a description of the changes made to the Company’s prior period product line sales classification to reflect the current year presentation.
Cash and Cash Equivalents Cash and Cash EquivalentsCash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. A significant portion of the Company’s sales and accounts receivable are to three customers, all in the medical device industry, and, as such, the Company is directly affected by the condition of those customers and that industry. However, the credit risk associated with trade receivables is partially mitigated due to the stability of those customers. The Company performs on-going credit evaluations of its customers. Note 19, “Revenue from Contracts with Customers,” contains information on sales and accounts receivable for these customers. The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The Company performs on-going credit evaluations of its banks.
Trade Accounts Receivable and Provision for Current Expected Credit Losses
Trade Accounts Receivable and Provision for Current Expected Credit Losses
The Company provides credit, in the normal course of business, to its customers in the form of trade receivables. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. The Company maintains a provision for those customer receivables that it does not expect to collect. In accordance with Accounting Standards Codification (“ASC”) Topic 326, the Company accrues its estimated losses from uncollectable accounts receivable to the provision based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, and reasonable and supportable forecasts not already reflected in the historical loss information. Provisions for current expected credit losses are charged to current operating expenses. Actual losses are charged against the provision when incurred.
Supplier Financing Arrangements Supplier Financing ArrangementsThe Company utilizes supplier financing arrangements with financial institutions to sell certain accounts receivable on a non-recourse basis. These transactions are treated as a sale of, and are accounted for as a reduction to, accounts receivable. The agreements transfer control and risk related to the receivables to the financial institutions. The Company has no continuing involvement in the transferred receivables subsequent to the sale.
Inventories
Inventories
Inventories are stated at the lower of cost, determined using the first-in first-out method, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Write-downs for excess, obsolete or expired inventory are based primarily on how long the inventory has been held, historical sales volume, and estimates of forecasted net sales of that product. A significant change in the timing or level of demand for products may result in recording additional write-downs for excess, obsolete or expired inventory in the future. Note 4, “Inventories,” contains additional information on the Company’s inventory.
Leases
Leases
The Company determines if an arrangement is, or contains, a lease at inception and classifies it at as finance or operating.  The Company has operating and finance leases for office and manufacturing facilities, machinery, computer hardware, office equipment, and vehicles. Short-term finance lease liabilities are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets.
Lease right-of-use (“ROU”) assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. When discount rates implicit in leases cannot be readily determined, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of future payments.  The incremental borrowing rate is determined based on the Company’s recent debt issuances, the Company’s specific credit rating, lease term and the currency in which lease payments are made.
Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. Costs associated with operating leases are recognized within operating expenses on a straight-line basis over the lease term. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in Interest expense and recognized using the effective interest method over the lease term. The Company combines lease and non-lease components for all asset classes. For certain leases where rent escalates based upon a change in a financial index, such as the Consumer Price Index, the difference between the rate at lease inception and the subsequent fluctuations in that rate are included in variable lease costs.  Additionally, because the Company does not separate lease and non-lease components, variable costs also include payments to the landlord for common area maintenance, real estate taxes, insurance and other operating expenses.  The Company does not apply the recognition requirements to leases with lease terms of 12 months or less. Note 14, “Leases,” contains additional information on the Company’s leases.
Property, Plant and Equipment
Property, Plant and Equipment (“PP&E”)
PP&E is carried at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, as follows: buildings and building improvements 12-30 years; machinery and equipment 3-10 years; office equipment 3-10 years; and leasehold improvements over the remaining lives of the improvements or the lease term, whichever is shorter. The costs of repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon retirement or sale of an asset, its cost and related accumulated depreciation or amortization is removed from the accounts and any gain or loss is recorded in operating income or expense. The Company also reviews its PP&E for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its fixed assets exceeds the related undiscounted future cash flows. In cases where the carrying value of the Company's long-lived assets or asset groups (excluding goodwill and indefinite-lived intangible assets) exceeds the related undiscounted cash flows, the carrying value is written down to fair value. Fair value is generally determined using a discounted cash flow analysis. Note 5, “Property, Plant and Equipment, Net,” contains additional information on the Company’s PP&E.
Fair Value Measurements
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e. the “exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurements, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:
Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 1 valuations do not entail a significant degree of judgment.
Level 2 – Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market.
Level 3 – Valuation is based on unobservable inputs that are significant to the overall fair value measurement. The degree of judgment in determining fair value is greatest for Level 3 valuations.
Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date. Note 17, “Financial Instruments and Fair Value Measurements,” contains additional information on assets and liabilities recorded at fair value in the consolidated financial statements.
Acquisitions and Contingent Consideration
Acquisitions
The Company accounts for acquisitions under the acquisition method of accounting for business combinations. Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill.
All direct acquisition-related costs are expensed as incurred and are recognized as a component of Restructuring and other charges. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Contingent Consideration
In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable performance target. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect.
The contingent consideration fair value measurement is based on significant inputs not observable in the market and therefore constitute Level 3 inputs within the fair value hierarchy. The Company determines the initial fair value of contingent consideration liabilities using a Monte Carlo (“Monte Carlo”) valuation model, which involves a simulation of future revenues during the earn out-period using management’s best estimates, or a probability-weighted discounted cash flow analysis.
In periods subsequent to the initial measurement, contingent consideration liabilities are remeasured to fair value each reporting period until the contingent consideration is settled using various assumptions including estimated revenues (based on internal operational budgets and long-range strategic plans), discount rates, revenue volatility and projected payment dates. The current portion of contingent consideration liabilities is included in Accrued expenses and other current liabilities and the non-current portion is included in Other long-term liabilities on the Consolidated Balance Sheets. Adjustments to the fair value of contingent consideration liabilities are included in Restructuring and other charges in the Consolidated Statements of Operations, and cash flows from operating activities in the Consolidated Statements of Cash Flows. Note 17, “Financial Instruments and Fair Value Measurements,” contains additional information on contingent consideration recorded at fair value in the consolidated financial statements.
Goodwill
Goodwill
Goodwill represents the excess of cost over the fair value of identifiable net assets of a business acquired and is assigned to one or more reporting units. The Company’s reporting units are the same as its reportable segments, Medical and Non-Medical. The Company tests each reporting unit’s goodwill for impairment at least annually as of the last day of the fiscal year and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. In conducting its goodwill test, the Company either performs a qualitative assessment or a quantitative assessment. A qualitative assessment requires that the Company consider events or circumstances including, but not limited to, macro-economic conditions, market and industry conditions, cost factors, competitive environment, changes in strategy, changes in customers, changes in the Company’s stock price, results of the last impairment test, and the operational stability and the overall financial performance of the reporting units. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair values of its reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed. The Company may elect to bypass the qualitative analysis and perform a quantitative analysis.
If the qualitative assessment indicates that the quantitative analysis should be performed or if management elects to bypass a qualitative analysis to perform a quantitative analysis, the Company then evaluates goodwill for impairment by comparing the fair value of each of its reporting units to its carrying value, including the associated goodwill. To determine the fair values, the Company uses a weighted combination of the market approach based on comparable publicly traded companies and the income approach based on estimated discounted future cash flows. The cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors.
The Company completed its annual goodwill impairment test as of December 31, 2022 and determined, after performing a qualitative review of its Medical reporting unit, that it is more likely than not that the fair value of the Medical reporting unit exceeds its carrying amount. Accordingly, there was no indication of impairment and the quantitative goodwill impairment test was not performed for the Medical reporting unit. The Company bypassed the qualitative analysis for its Non-Medical reporting unit and performed a quantitative analysis. The fair value of the Non-Medical reporting unit exceeded its carrying amount as of December 31, 2022
Other Intangible Assets
Other Intangible Assets
Other intangible assets consist of purchased technology and patents, customer lists and trademarks. Definite-lived intangible assets are amortized on an accelerated or straight-line basis, which approximates the projected cash flows used to determine the fair value of those definite-lived intangible assets at the time of acquisition, as follows: purchased technology and patents 5-20 years; customer lists 7-20 years and other intangible assets 1-20 years. Certain trademark assets are considered indefinite-lived intangible assets and are not amortized. The Company expenses the costs incurred to renew or extend the term of intangible assets.
The Company reviews its definite-lived intangible assets for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its definite-lived intangible assets or asset groups exceeds the related undiscounted future cash flows. In cases where the carrying value exceeds the undiscounted future cash flows, the carrying value is written down to fair value. Fair value is generally determined using a discounted cash flow analysis.
The Company assesses its indefinite-lived intangible assets for impairment periodically to determine if any adverse conditions exist that would indicate impairment or when impairment indicators exist. The Company assesses its indefinite-lived intangible assets for impairment at least annually by comparing the fair value of the indefinite-lived intangible asset to its carrying value. The fair value is determined using the relief from royalty method.
Refer to Note 6, “Goodwill and Other Intangible Assets, Net,” for further details of the Company’s goodwill and other intangible assets.
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 Consolidated Balance Sheets. Equity investments are measured and recorded as follows:
Non-marketable equity securities are equity securities without readily determinable fair value that are measured and recorded at fair value with changes in fair value recognized within net income. The Company measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. If an impairment is recognized on the Company’s non-marketable equity securities during the period, these assets are classified as Level 3 within the fair value hierarchy based on the nature of the fair value inputs.
Equity method investments are equity securities in investees the Company does not control but over which it has the ability to exercise influence. Equity method investments are recorded at cost and are adjusted to recognize (1) the Company’s share, based on percentage ownership or other contractual basis, of the investee’s income or loss, (2) additional contributions made and dividends or other distributions received, and (3) impairments resulting from other-than-temporary declines in fair value.
Realized and unrealized gains and losses resulting from changes in fair value or the sale of these equity investments are recorded through (Gain) loss on equity investments, net. For some investments, the Company records its share of the investee’s income or loss one quarter in arrears due to the timing of its receipt of such information. The carrying value of the Company’s non-marketable equity securities is adjusted for qualifying observable price changes resulting from the issuance of similar or identical securities by the same issuer. Determining whether an observed transaction is similar to a security within the Company’s portfolio requires judgment based on the rights and preferences of the securities. Recording upward and downward adjustments to the carrying value of the Company’s equity securities as a result of observable price changes requires quantitative assessments of the fair value of these securities using various valuation methodologies and involves the use of estimates.
Non-marketable equity securities and equity method investments (collectively referred to as non-marketable equity investments) are also subject to periodic impairment reviews. The Company’s quarterly impairment analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative factors considered include the investee’s financial condition and business outlook, market for technology, operational and financing cash flow activities, technology and regulatory approval progress, and other relevant events and factors affecting the investee. When indicators of impairment exist, quantitative assessments of the fair value of the Company’s non-marketable equity investments are prepared.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
To determine the fair value of these investments, the Company uses all pertinent financial information available related to the investees, including financial statements, market participant valuations from recent and proposed equity offerings, and other third-party data. Non-marketable equity securities are tested for impairment using a qualitative model similar to the model used for goodwill and long-lived assets. Upon determining that an impairment may exist, the security’s fair value is calculated and compared to its carrying value and an impairment is recognized immediately if the carrying value exceeds the fair value. Equity method investments are subject to periodic impairment reviews using the other-than-temporary impairment model, which considers the severity and duration of a decline in fair value below cost and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery.
The Company has determined that its investments are not considered variable interest entities. The Company’s exposure related to these entities is limited to its recorded investment. These investments are in start-up research and development companies whose fair value is highly subjective in nature and subject to future fluctuations, which could be significant. Refer to Note 17, “Financial Instruments and Fair Value Measurements,” for additional information on the Company’s equity investments.
Debt Issuance Costs and Discounts
Debt Issuance Costs and Discounts
Debt issuance costs and discounts associated with the issuance of debt by the Company are deferred and amortized over the lives of the related debt. Debt issuance costs incurred in connection with the Company’s issuance of its revolving credit facility are classified within Other long-term assets and amortized to Interest expense on a straight-line basis over the contractual term of the revolving credit facility. Debt issuance costs and discounts related to the Company’s term-debt are recorded as a reduction of the carrying value of the related debt and are amortized to Interest expense using the effective interest method over the period from the date of issuance to the maturity date. Upon prepayment of the related debt, the Company also recognizes a proportionate amount of the costs as extinguishment of debt. Costs treated as extinguishment of debt are expensed and included in Interest expense in the accompanying Consolidated Statements of Operations. The amortization of debt issuance costs and discounts, and debt extinguishment charges are included in Debt related charges included in interest expense in the Consolidated Statements of Cash Flows. Note 8, “Debt,” contains additional information on the Company’s debt issuance costs and discounts.
Income Taxes
Income Taxes
The consolidated financial statements of the Company have been prepared using the asset and liability approach to account for income taxes, which requires the recognition of deferred income taxes for the expected future tax consequences of net operating losses, credits, and temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided on deferred tax assets if it is determined, within each taxing jurisdiction, that it is more likely than not that the asset will not be realized.
The Company accounts for uncertain tax positions using a more likely than not recognition threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. The Company recognizes interest expense related to uncertain tax positions as Provision for income taxes. Penalties, if incurred, are recognized as a component of Selling, general and administrative (“SG&A”) expenses.
The Company and its subsidiaries file a consolidated United States (“U.S.”) federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates.
Derivative Financial Instruments Derivative Financial InstrumentsThe Company recognizes all derivative financial instruments in its consolidated financial statements at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments is generally limited to cash flow hedges of certain interest rate risks and minimizing foreign currency exposure on foreign currency transactions, which are typically designated in hedging relationships, and intercompany balances, which are not designated as hedging instruments. Under master agreements with the respective counterparties to the Company’s derivative contracts, subject to applicable requirements, it has the right of set-off and is allowed to net settle transactions of the same type with a single net amount payable by one party to the other. Gains and losses on cash flow hedges are recorded in Accumulated Other Comprehensive Income in the Consolidated Balance Sheets until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from Accumulated Other Comprehensive Income (“AOCI”) to the Consolidated Statement of Operations on the same line item as the underlying transaction. In the event the forecasted transactions do not occur, or it becomes probable that they will not occur, the Company reclassifies any gain or loss on the related cash flow hedge to earnings in the respective period. Cash flows related to these derivative financial instruments are included in cash flows from operating activities. Foreign currency contracts not designated as hedging relationships are recorded at fair value in Accrued expenses and other current liabilities in the Consolidated Balance Sheets with resulting gains or losses are recorded in the Consolidated Statement of Operations.
Revenue Recognition
Revenue Recognition
The majority of the Company’s revenues consist of sales of various medical devices and products to large, multinational OEMs and their affiliated subsidiaries. The Company considers the customer’s purchase order, which in some cases is governed by a long-term agreement, and the Company’s corresponding sales order acknowledgment as the contract with the customer. The majority of contracts have an original expected duration of one year or less. Consideration payable to customers is included in the transaction price. In accordance with ASC 340-40-25-4, the Company expenses incremental costs of obtaining a contract when incurred because the amortization period is less than one year.
The Company recognizes revenue from contracts with customers as performance obligations are satisfied when the customer obtains control of the products. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits from the products. The customer obtains control of the products when title and risk of ownership transfers to them, which is primarily based upon shipping terms. Most of the Company’s revenues are recognized at the point in time when the products are shipped to customers. When a contract with a customer relates to products with no alternative use and the Company has an enforceable right to payment, including reasonable profit, for performance completed to date throughout the duration of the contract, revenue is recognized over time as control is transferred to the customer. When revenue is recognized over time, the Company uses an input measure to determine progress towards completion and total estimated costs at completion. Under this method, sales and gross profit are recognized generally as actual costs are incurred. Revenue is recognized net of sales tax, value-added taxes and other taxes.
Performance Obligations
The Company assesses whether promises are separate and distinct in the context of the contract. If promises are not separate and distinct, they are aggregated with other promises until they are separate and distinct, resulting in a performance obligation. The Company considers each shipment of an individual product included on a purchase order to be a separate performance obligation because the customer obtains economic benefit as each shipment occurs. Standard payment terms range from 30 to 90 days and may include a discount for early payment.
The Company does not offer its customers a right of return. Rather, the Company warrants that each unit received by the customer will meet the agreed upon technical and quality specifications and requirements. If the units do not meet these requirements, the customer can return the non-compliant units as a corrective action under the warranty. The remedy offered to the customer is repair of the returned units or replacement if repair is not viable. Accordingly, the Company records a warranty reserve and any warranty activities are not considered to be a separate performance obligation.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and less frequently, contract liabilities. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities are recorded when customers pay or are billed in advance of the Company’s satisfaction of its performance obligations. Contract liabilities are classified as Accrued expenses and other current liabilities on the Consolidated Balance Sheets. For contracts with customers where revenue is recognized over time, the Company records a contract asset when revenue is earned but not yet billed associated with non-cancellable customer orders. Contract assets are presented as a current asset on the Consolidated Balance Sheets.
Transaction Price
Generally, the transaction price of the Company’s contracts consists of a unit price for each individual product included in the contract. The unit price can be fixed or variable based on the number of units ordered. In some instances, the transaction price also includes a rebate for meeting certain volume-based targets over a specified period of time. The transaction price of a contract is determined based on the unit price and the number of units ordered, reduced by the rebate expected to be earned on those units. Rebates are estimated based on the expected achievement of volume-based targets using the most likely amount method and are updated quarterly. Adjustments to these estimates are recognized in the period in which they are identified. When contracts with customers include consideration payable at the beginning of the contract, the transaction price is reduced at the later of when the Company recognizes revenue for the transfer of the related goods to the customer or when the Company pays or promises to pay the consideration. Volume discounts and rebates and other pricing reductions earned by customers are offset against their receivable balances.
The transaction price is allocated to each performance obligation on a relative standalone selling price basis. As the majority of products sold to customers are manufactured to meet the specific requirements and technical specifications of that customer, the products are considered unique to that customer and the unit price stated in the contract is considered the standalone selling price.
Contract Modifications
Contract modifications, which can include a change in scope, price, or both, most often occur related to contracts that are governed by a long-term arrangement. Contract modifications typically relate to the same products already governed by the long-term arrangement, and therefore, are accounted for as part of the existing contract. If a contract modification adds additional products, it is accounted for as a separate contract.
Environmental Costs
Environmental Costs
Environmental expenditures that relate to an existing condition caused by past operations and that do not provide future benefits are expensed as incurred. Liabilities are recorded when environmental assessments are made, the requirement for remedial efforts is probable and the amount of the liability can be reasonably estimated. Liabilities are recorded generally no later than the completion of feasibility studies. The Company has a process in place to monitor, identify, and assess how the current activities for known exposures are progressing against the recorded liabilities. The process is also designed to identify other potential remediation sites that are not presently known.
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. These actions may result in voluntary or involuntary employee termination benefits. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. All other exit costs are expensed as incurred. The Company records exit and disposal costs (“restructuring charges”) 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 Consolidated Statements of Operations.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)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 Consolidated Statements of Operations. Refer to Note 11, “Restructuring and Other Charges,” for additional information.
Research, Development and Engineering (RD&E) Research, Development and Engineering (“RD&E”)RD&E costs are expensed as incurred. The primary costs are salary and benefits for personnel, material costs used in development projects and subcontracting costs.
Product Warranties
Product Warranties
The Company allows customers to return defective or damaged products for credit, replacement, or repair. The Company warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The Company accrues its estimated exposure to warranty claims, through Cost of Sales, based upon experience and other specific information as it becomes available. The product warranty liability is classified as Accrued expenses and other current liabilities on the Consolidated Balance Sheets. Adjustments to pre-existing estimated exposure for warranties are made as changes to the obligations become reasonably estimable. Note 13, “Commitments and Contingencies,” contains additional information on the Company’s product warranties.
Stock-Based Compensation
Stock-Based Compensation
The Company recognizes stock-based compensation expense for its compensation plans. These plans include stock options, restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of targets based on market conditions, such as total shareholder return, or performance conditions based on the Company’s operating results. The Company records forfeitures of equity awards in the period in which they occur.
The fair value of the stock-based compensation is determined at the grant date. The Company uses the Black-Scholes standard option pricing model (“Black-Scholes model”) to determine the fair value of stock options. The fair value of each RSU is determined based on the Company’s closing stock price on the date of grant. The fair value of each PRSU is determined based on either the Company’s closing stock price on the date of grant or through a Monte Carlo valuation model for those awards that include a market-based condition. In addition to the closing stock price on the date of grant, the determination of the fair value of awards using both the Black-Scholes and Monte Carlo valuation models is affected by other assumptions, including the following:
Expected Term - The Company analyzes historical employee exercise and termination data to estimate the expected term assumption for stock options. For market-based awards, the term is commensurate with the performance period remaining as of the grant date.
Risk-free Interest Rate - A risk-free rate is based on the U.S. Treasury rates in effect on the grant date for a maturity equal to or approximating the expected term of the award.
Expected Volatility - For stock options, expected volatility is calculated using historical volatility based on the daily closing prices of the Company’s common stock over a period equal to the expected term. For market-based awards, a combination of historical and implied volatility for the Company and members of its peer group are used in developing the expected volatility assumption.
Dividend Yield - The dividend yield assumption is based on the Company’s expected annual dividend yield on the grant date.
The Company recognizes compensation expense over the required service or vesting period based on the fair value of the award on the date of grant. Certain executive stock-based awards contain market, performance and service conditions. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market condition is not met. Compensation expense for awards with performance conditions is reassessed each reporting period and recognized based upon the probability that the performance targets will be achieved.
All stock option awards granted under the Company’s compensation plans have an exercise price equal to the closing stock price on the date of grant, a ten-year contractual life and generally, vest annually over a three-year vesting term. RSUs typically vest in equal annual installments over a three or four year period. RSUs issued to members of the Company’s Board of Directors as a portion of their annual retainer vest quarterly over a one-year vesting term. Earned PRSUs typically vest three years from the date of grant.
(1.)     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based on the amount of stock-based compensation expense recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the income tax return are recorded as a component of Provision for income taxes in the Consolidated Statements of Operations. Note 10, “Stock-Based Compensation,” contains additional information on the Company’s stock-based compensation.
Defined Benefit Plans
Defined Benefit Plans
The Company recognizes on its balance sheet as an asset or liability the overfunded or underfunded status of its defined benefit plans provided to its employees located in Mexico and Switzerland. This asset or liability is measured as the difference between the fair value of plan assets, if any, and the benefit obligation of those plans. For these plans, the benefit obligation is the projected benefit obligation, which is calculated based on actuarial computations of current and future benefits for employees. Actuarial gains or losses and prior service costs or credits that arise during the period, but are not included as components of net periodic benefit expense, are recognized as a component of AOCI on the Consolidated Balance Sheets. The Company records the service cost component of net benefit costs in Cost of sales and SG&A expenses. The interest cost component of net benefit costs is recorded in Interest expense and the remaining components of net benefit costs, amortization of net losses and expected return on plan assets, are recorded in Other (income) loss, net.
Foreign Currency Translation and Remeasurement
Foreign Currency Translation and Remeasurement
The Company translates all assets and liabilities of its foreign subsidiaries, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translates income and expenses at the average exchange rates in effect during the period. The net effect of this translation is recorded in the consolidated financial statements as a component of AOCI. Translation adjustments are not adjusted for income taxes as they relate to permanent investments in the Company’s foreign subsidiaries.
The Company has foreign operations in the Dominican Republic, Germany, Ireland, Israel, Malaysia, Mexico, Switzerland, and Uruguay, which expose the Company to foreign currency exchange rate fluctuations due to transactions denominated in Dominican pesos, Euros, Israeli shekels, Malaysian ringgits, Mexican pesos, Swiss francs, and Uruguayan pesos. To the extent that monetary assets and liabilities, including short-term and long-term intercompany loans, are recorded in a currency other than the functional currency of the subsidiary, these amounts are remeasured each period at the period-end exchange rate, with the resulting gain or loss being recorded in Other (income) loss, net in the Consolidated Statements of Operations.
Earnings Per Share (EPS)
Earnings Per Share (“EPS”)
Basic EPS is calculated by dividing Net income by the weighted average number of shares outstanding during the period. Diluted EPS is calculated by adjusting the weighted average number of shares outstanding for potential common shares if dilutive to the EPS calculation. Note 15, “Earnings Per Share,” contains additional information on the computation of the Company’s EPS.
Comprehensive Income
Comprehensive Income
The Company’s comprehensive income as reported in the Consolidated Statements of Comprehensive Income includes net income, foreign currency translation adjustments, the net change in cash flow hedges, net of tax, and defined benefit plan liability adjustments, net of tax. The Consolidated Statements of Comprehensive Income and Note 16, “Stockholders’ Equity,” contain additional information on the computation of the Company’s comprehensive income.
Recently Accounting Pronouncements
Recent Accounting Pronouncements
In the normal course of business, management evaluates all new Accounting Standards Updates (“ASU”) and other accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission (“SEC”), or other authoritative accounting bodies to determine the potential impact they may have on the Company’s Consolidated Financial Statements. Management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s Consolidated Financial Statements.
v3.22.4
BUSINESS ACQUISITIONS (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Summary of Final Allocation of Purchase Consideration
The following table summarizes the preliminary 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 
The final purchase price allocation was as follows (in thousands):
Fair value of net assets acquired
Current assets (excluding inventory)$9,621 
Inventory11,270 
Property, plant and equipment17,977 
Goodwill78,392 
Intangible assets105,300 
Operating lease assets15,142 
Other noncurrent assets695 
Current liabilities(11,143)
Operating lease liabilities(12,044)
Fair value of net assets acquired$215,210 
Schedule of Indefinite-Lived Intangible Assets Acquired as Part of Business Combination
The purchase price was allocated to intangible assets as follows (dollars in thousands):
Definite-lived Intangible AssetsFair Value AssignedWeighted Average Amortization Period
(Years)
Weighted Average Discount Rate
Customer lists$53,395 26.09.5%
Technology17,435 12.09.5%
Tradenames655 1.59.5%
$71,485 
Schedule of Indefinite-Lived Intangible Assets The purchase price was allocated to intangible assets as follows (dollars in thousands):
Definite-lived Intangible AssetsFair Value AssignedWeighted Average Amortization Period
(Years)
Weighted Average Discount Rate
Customer lists$73,800 20.09.5%
Technology15,200 15.09.5%
Tradenames16,300 20.09.5%
Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
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 
December 31, 2021
Definite-lived:
Purchased technology and patents$269,359 $(164,298)$105,061 
Customer lists783,618 (187,412)596,206 
Amortizing tradenames and other20,462 (4,207)16,255 
Total amortizing intangible assets$1,073,439 $(355,917)$717,522 
Indefinite-lived:
Trademarks and tradenames$90,288 
Schedule of Business Acquisition, Pro Forma Information The following table presents (in thousands) unaudited pro forma financial information as if Aran and Oscor had been included in the Company’s financial results as of the beginning of fiscal year 2021 and 2020, respectively, through the date of acquisition (in thousands):
 202220212020
Sales$1,381,459 $1,291,600 $1,128,137 
Income from continuing operations67,375 87,439 67,529 
v3.22.4
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
12 Months Ended
Dec. 31, 2022
Supplemental Cash Flow Elements [Abstract]  
Schedule of Supplemental Cash Flow Information The following represents supplemental cash flow information for the years ended December 31, 2022, 2021 and 2020 (in thousands):
 202220212020
Non-cash investing and financing activities:
Property, plant and equipment purchases included in accounts payable$13,592 $5,556 $3,597 
Cash paid during the year for:
Interest35,804 24,740 33,933 
Income taxes11,165 19,649 18,477 
v3.22.4
INVENTORIES (Tables)
12 Months Ended
Dec. 31, 2022
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current Inventories comprise the following (in thousands):
December 31,
20222021
Raw materials$98,640 $70,956 
Work-in-process98,188 74,152 
Finished goods11,938 10,591 
Total$208,766 $155,699 
v3.22.4
PROPERTY, PLANT AND EQUIPMENT, NET (Tables)
12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment PP&E comprises the following (in thousands):
December 31,
20222021
Manufacturing machinery and equipment$392,109 $352,391 
Buildings and building improvements101,445 98,007 
Information technology hardware and software68,205 72,752 
Leasehold improvements87,616 85,931 
Furniture and fixtures17,614 17,099 
Land and land improvements13,173 13,980 
Construction work in process73,632 41,813 
Other1,478 1,431 
755,272 683,404 
Accumulated depreciation(438,029)(406,305)
Total$317,243 $277,099 
Schedule of Depreciation Expense
Depreciation expense for PP&E was as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands):
202220212020
Depreciation expense$42,617 $39,772 $38,193 
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill The changes in the carrying amount of goodwill by reportable segment during the years ended December 31, 2022 and 2021 was as follows (in thousands):
MedicalNon-MedicalTotal
December 31, 2020$842,442 $17,000 $859,442 
Acquisition (Note 2)77,887 — 77,887 
Foreign currency translation(12,625)— (12,625)
December 31, 2021907,704 17,000 924,704 
Acquisition (Note 2)68,460 — 68,460 
Acquisition-related adjustments (Note 2)505 — 505 
Foreign currency translation(11,477)— (11,477)
December 31, 2022$965,192 $17,000 $982,192 
Schedule of Finite-Lived Intangible Assets Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
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 
December 31, 2021
Definite-lived:
Purchased technology and patents$269,359 $(164,298)$105,061 
Customer lists783,618 (187,412)596,206 
Amortizing tradenames and other20,462 (4,207)16,255 
Total amortizing intangible assets$1,073,439 $(355,917)$717,522 
Indefinite-lived:
Trademarks and tradenames$90,288 
Schedule of Indefinite-Lived Intangible Assets The purchase price was allocated to intangible assets as follows (dollars in thousands):
Definite-lived Intangible AssetsFair Value AssignedWeighted Average Amortization Period
(Years)
Weighted Average Discount Rate
Customer lists$73,800 20.09.5%
Technology15,200 15.09.5%
Tradenames16,300 20.09.5%
Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
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 
December 31, 2021
Definite-lived:
Purchased technology and patents$269,359 $(164,298)$105,061 
Customer lists783,618 (187,412)596,206 
Amortizing tradenames and other20,462 (4,207)16,255 
Total amortizing intangible assets$1,073,439 $(355,917)$717,522 
Indefinite-lived:
Trademarks and tradenames$90,288 
Schedule of Finite-Lived Intangible Assets, Amortization Expense Aggregate intangible asset amortization expense comprises the following for the years ended December 31, 2022, 2021 and 2020 (in thousands):
202220212020
Cost of sales$15,701 $13,090 $12,860 
SG&A32,612 28,507 28,271 
Total intangible asset amortization expense$48,313 $41,597 $41,131 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense Estimated future intangible asset amortization expense based upon the carrying value as of December 31, 2022 is as follows (in thousands):
20232024202520262027After 2027
Amortization expense$52,196 $51,568 $50,768 $48,939 $45,987 $480,143 
v3.22.4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)
12 Months Ended
Dec. 31, 2022
Accounts Payable and Accrued Liabilities [Abstract]  
Schedule of Accrued Liabilities and Other Current Liabilities Accrued expenses and other current liabilities comprise the following (in thousands):
December 31,
20222021
Salaries and benefits$33,084 $27,733 
Profit sharing and bonuses15,800 18,325 
Contingent consideration11,201 918 
Contract liabilities5,616 3,776 
Short-term finance lease liabilities1,093 608 
Product warranties77 509 
Accrued interest472 76 
Other6,156 4,988 
Total$73,499 $56,933 
v3.22.4
DEBT (Tables)
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Schedule of Debt Long-term debt comprises the following (in thousands):
December 31,
 20222021
Senior secured term loan A $455,313 $467,062 
Senior secured term loan B 335,625 349,125 
Senior secured revolving credit facility140,300 19,300 
Unamortized discount on term loan B and deferred debt issuance costs(5,977)(7,361)
Total debt925,261 828,126 
Current portion of long-term debt(18,188)(15,250)
Total long-term debt$907,073 $812,876 
Schedule of Maturities of Long-term Debt Contractual maturities under the Senior Secured Credit Facilities for the next five years and thereafter, as of December 31, 2022, are as follows (in thousands):
20232024202520262027After 2027
Future minimum principal payments$18,188 $29,937 $38,750 $522,738 $3,500 $318,125 
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, 20213,039 
Amortization during the period(652)
December 31, 2022$2,387 
The change in unamortized discount and deferred debt issuance costs related to the Term Loan Facilities is as follows (in thousands):
Deferred Debt Issuance CostsUnamortized Discount on TLB FacilityTotal
December 31, 20215,674 1,687 7,361 
Write-off of deferred debt issuance costs and unamortized discount(114)— (114)
Amortization during the period(991)(279)(1,270)
December 31, 2022$4,569 $1,408 $5,977 
v3.22.4
STOCK-BASED COMPENSATION (Tables)
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs
The components and classification of stock-based compensation expense were as follows (in thousands):
Year Ended December 31,
202220212020
Stock options$— $— $43 
RSUs and PRSUs21,023 16,185 9,120 
Total stock-based compensation expense$21,023 $16,185 $9,163 
Cost of sales$3,240 $3,365 $1,658 
SG&A15,234 11,579 6,942 
RD&E1,099 969 563 
Restructuring and other charges1,450 272 — 
Total stock-based compensation expense$21,023 $16,185 $9,163 
Income tax benefit recognized for stock-based compensation arrangements$2,908 $4,188 $3,169 
Schedule of Share-based Compensation, Stock Options, Activity The following table summarizes stock option activity during the year ended December 31, 2022:
Number of
Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
(in years)
Aggregate
Intrinsic
Value
(in millions)
Outstanding at December 31, 2021247,640 $38.03 
Exercised(7,018)21.35 
Outstanding at December 31, 2022240,622 $38.51 3.2$7.2 
Vested and exercisable at December 31, 2022240,622 $38.51 3.2$7.2 
Schedule Of Stock Option Exercise Information The following table provides certain information relating to the exercise of stock options during 2022, 2021 and 2020 (in thousands):
202220212020
Intrinsic value$370 $2,370 $4,773 
Cash received150 743 3,263 
Actual tax benefit for the tax deductions from the exercise of options89 569 1,145 
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity The following table summarizes RSU activity during the year ended December 31, 2022:
Time-Vested
Activity
Weighted
Average Grant Date
Fair Value
Nonvested at December 31, 2021248,131 $81.14 
Granted221,352 75.87 
Vested(142,927)80.50 
Forfeited(34,627)80.14 
Nonvested at December 31, 2022291,929 $77.58 
The following table summarizes PRSU activity during the year ended December 31, 2022:
Performance-
Vested
Activity
Weighted
Average Grant Date
Fair Value
Nonvested at December 31, 2021198,869 $92.07 
Granted131,393 90.84 
Forfeited(66,356)96.70 
Nonvested at December 31, 2022263,906 $90.29 
Schedule of Share-based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions The weighted average fair value and assumptions used to value the TSR portion of the PRSUs granted are as follows:
 202220212020
Weighted average fair value$97.58 $85.16 $107.27 
Risk-free interest rate1.58 %0.19 %1.29 %
Expected volatility42 %41 %30 %
Expected life (in years)3.93.02.9
Expected dividend yield— %— %— %
v3.22.4
RESTRUCTURING AND OTHER CHARGES (Tables)
12 Months Ended
Dec. 31, 2022
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Charges Restructuring and other charges comprise the following (in thousands):
202220212020
Restructuring charges$4,920 $4,804 $3,718 
Acquisition and integration costs (adjustments)10,075 2,544 (776)
Other general expenses1,188 508 4,679 
Total restructuring and other charges
$16,183 $7,856 $7,621 
The following table comprises restructuring and restructuring-related charges by statement of operations classification (in thousands):
2022
Restructuring charges$4,920 
Restructuring-related expenses(a):
Cost of sales1,148 
Selling, general and administrative1,966 
Research, development and engineering1,231 
Total restructuring and restructuring-related charges
$9,265 
__________
(a) Restructuring-related expenses primarily include retention bonuses and professional fees. Restructuring related expenses for 2021 and 2020 were not material.
Schedule of Changes in Restructuring Reserve
The following table summarizes the activity for restructuring reserves (in thousands):
Operational
excellence
initiatives
Strategic reorganization and alignmentTotal
December 31, 2021$298 $134 $432 
Charges incurred, net of reversals1,325 3,595 4,920 
Cash payments(1,391)(1,595)(2,986)
December 31, 2022$232 $2,134 $2,366 
v3.22.4
INCOME TAXES (Tables)
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign Income from continuing operations before income taxes for fiscal years 2022, 2021 and 2020 consisted of the following (in thousands):
202220212020
U.S.$14,446 $48,293 $35,337 
International61,512 52,770 50,870 
Total income from continuing operations before income taxes$75,958 $101,063 $86,207 
Schedule of Components of Income Tax Expense (Benefit) The provision for income taxes from continuing operations for fiscal years 2022, 2021 and 2020 comprises the following (in thousands):
202220212020
Current:
Federal$20,455 $9,511 $7,784 
State780 1,553 1,233 
International6,871 8,459 6,898 
28,106 19,523 15,915 
Deferred:
Federal(16,300)(8,665)(4,648)
State26 (393)(1,245)
International(1,224)(2,422)(1,073)
(17,498)(11,480)(6,966)
Total provision for income taxes$10,608 $8,043 $8,949 
Schedule of Effective Income Tax Rate Reconciliation The provision for income taxes from continuing operations differs from the U.S. statutory rate for fiscal years 2022, 2021 and 2020 due to the following:
202220212020
Statutory rate$15,951 21.0 %$21,223 21.0 %$18,103 21.0 %
Federal tax credits (including R&D)(9,399)(12.4)(11,929)(11.8)(7,009)(8.1)
Foreign rate differential(7,693)(10.1)(5,165)(5.1)(5,333)(6.2)
Stock-based compensation2,009 2.6 (1,084)(1.1)(1,459)(1.7)
Uncertain tax positions2,469 3.3 18 — 1,208 1.4 
State taxes, net of federal benefit978 1.3 1,183 1.2 553 0.6 
U.S. tax on foreign earnings, net of §250 deduction5,225 6.9 1,913 1.9 3,216 3.7 
Valuation allowance(194)(0.3)524 0.5 (345)(0.4)
Other1,262 1.7 1,360 1.4 15 0.1 
Effective tax rate$10,608 14.0 %$8,043 8.0 %$8,949 10.4 %
Schedule of Deferred Tax Assets and Liabilities As of December 31, 2022 and December 31, 2021, the Company had a net deferred tax liability consisting of the following (in thousands):
December 31,
2022
December 31,
2021
Operating lease liabilities$18,781 $17,950 
Research and development15,168 — 
Inventories13,103 14,147 
Tax credit carryforwards10,110 11,394 
Net operating loss carryforwards9,121 11,721 
Accrued expenses7,113 9,348 
Stock-based compensation4,230 3,724 
Gross deferred tax assets77,626 68,284 
Less valuation allowance(16,649)(19,456)
Net deferred tax assets60,977 48,828 
Intangible assets(188,976)(186,150)
Operating lease assets(18,846)(17,974)
Property, plant and equipment(6,789)(7,354)
Other(790)(3,144)
Gross deferred tax liabilities(215,401)(214,622)
Net deferred tax liability$(154,424)$(165,794)
Presented as follows:
Noncurrent deferred tax asset$6,247 $5,711 
Noncurrent deferred tax liability(160,671)(171,505)
Net deferred tax liability$(154,424)$(165,794)
Schedule of Operating Loss and Tax Credit Carryforwards
As of December 31, 2022, the Company has the following carryforwards available:
JurisdictionTax
Attribute
Amount
(in millions)
Begin to Expire
U.S. State
Net operating losses(1)
$105.5 2023
International
Net operating losses(1)
14.4 2023
U.S. FederalForeign tax credits5.0 2023
U.S. StateR&D tax credits1.4 2023
U.S. StateState tax credits6.0 2023
InternationalR&D tax credits0.4 Indefinite
__________
(1)     Net operating losses (“NOLs”) are presented as pre-tax amounts.
Schedule of Income Tax Contingencies Below is a summary of changes to the unrecognized tax benefit for the years ended December 31, 2022, 2021 and 2020 (in thousands):
202220212020
Balance, beginning of year$5,537 $5,484 $4,446 
Additions based upon tax positions related to the current year1,364 3,324 300 
Additions (reductions) related to prior period tax returns838 (3,271)738 
Balance, end of year$7,739 $5,537 $5,484 
v3.22.4
COMMITMENTS AND CONTINGENCIES (Tables)
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Schedule of Product Warranty Liability The change in product warranty liability for the years ended December 31, 2022 and 2021 comprises the following (in thousands):
20222021
Beginning balance$509 $163 
Additions to warranty reserve, net of reversals(4)(15)
Adjustments to pre-existing warranties (428)(71)
Warranty claims settled— — 
Acquisitions$— $432 
Ending balance$77 $509 
v3.22.4
LEASES (Tables)
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Schedule of Lease Term, Discount Rate, Lease Costs and Supplemental Cash Flow Information The components and classification of lease cost are as follows (in thousands):
December 31,
2022
December 31,
2021
Finance lease cost:
Amortization of lease assets$1,080 $223 
Interest on lease liabilities317 59 
Finance lease cost1,397 282 
Operating lease cost13,927 10,729 
Short-term lease cost (leases with initial term of 12 months or less)342 137 
Variable lease cost3,026 2,619 
Sublease income(1,294)(1,392)
Total lease cost$17,398 $12,375 
Cost of sales$13,111 $9,642 
SG&A2,864 1,817 
RD&E1,106 857 
Interest expense$317 $59 
Total lease cost$17,398 $12,375 
The following table presents the weighted average remaining lease term and discount rate.
December 31,
2022
December 31,
2021
Weighted-average remaining lease term - operating leases (in years)7.57.0
Weighted-average remaining lease term - finance leases (in years)10.012.2
Weighted-average discount rate - operating leases3.9 %3.9 %
Weighted-average discount rate - finance leases3.4 %3.5 %
Supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021 is as follows (in thousands):
20222021
Cash paid for operating leases$13,519 $10,808 
Cash paid for interest on finance leases317 59 
Assets acquired under operating leases15,777 32,466 
Assets acquired under finance leases1,882 8,154 
Schedule of Operating Lease Liability Maturities At December 31, 2022, the maturities of operating and finance lease liabilities were as follows (in thousands):
Operating Leases Finance Leases
2023$13,033 $1,402 
202412,155 1,410 
202511,957 1,300 
202611,474 884 
20278,128 653 
Thereafter29,026 5,152 
Gross lease liabilities85,773 10,801 
Less: imputed interest(11,362)(1,702)
Present value of lease liabilities74,411 9,099 
Less: current portion of lease liabilities(10,362)(1,093)
Total long-term lease liabilities$64,049 $8,006 
v3.22.4
EARNINGS PER SHARE (Tables)
12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted The following table sets forth a reconciliation of the information used in computing basic and diluted EPS for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts):
202220212020
Numerator for basic and diluted EPS:
Income from continuing operations$65,350 $93,020 $77,258 
Income from discontinued operations1,027 3,788 — 
Net income$66,377 $96,808 $77,258 
Denominator for basic EPS:
Weighted average shares outstanding33,127 32,993 32,845 
Effect of dilutive securities:
Stock options, restricted stock and restricted stock units230 265 268 
Denominator for diluted EPS33,357 33,258 33,113 
Basic earnings per share:
Income from continuing operations$1.97 $2.82 $2.35 
Income from discontinued operations0.03 0.11 — 
Basic earnings per share2.00 2.93 2.35 
Diluted earnings per share:
Income from continuing operations$1.96 $2.80 $2.33 
Income from discontinued operations0.03 0.11 — 
Diluted earnings per share1.99 2.91 2.33 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share The diluted weighted average share calculations do not include the following securities for the years ended December 31, 2022, 2021 and 2020, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands):
202220212020
Time-vested stock options, restricted stock and restricted stock units15 98 
Performance-vested restricted stock units152 92 89 
v3.22.4
STOCKHOLDERS' EQUITY (Tables)
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Schedule of Changes in Number of Shares of Common Stock
The following table sets forth the changes in the number of shares of common stock for the years ended December 31:
20222021
Shares issued and outstanding at beginning of period33,063,336 32,908,178 
Stock options exercised7,018 34,233 
Vesting of RSUs, net of shares withheld to cover taxes99,424 120,925 
Shares issued and outstanding at end of period33,169,778 33,063,336 
Schedule of Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income comprises the following (in thousands):
Defined
Benefit
Plan
Liability
Cash
Flow
Hedges
Foreign
Currency
Translation
Adjustment
Total
Pre-Tax
Amount
TaxNet-of-Tax
Amount
December 31, 2020$(1,095)$(4,956)$57,546 $51,495 $1,197 $52,692 
Unrealized gain on cash flow hedges— 91 — 91 (19)72 
Realized gain on foreign currency hedges— (832)— (832)175 (657)
Realized loss on interest rate swap hedges— 3,406 — 3,406 (716)2,690 
Net defined benefit plan adjustments205 — — 205 14 219 
Foreign currency translation loss— — (27,826)(27,826)— (27,826)
December 31, 2021$(890)$(2,291)$29,720 $26,539 $651 $27,190 
Unrealized gain on cash flow hedges— 3,649 — 3,649 (766)2,883 
Realized gain on foreign currency hedges— (516)— (516)108 (408)
Realized loss on interest rate swap hedges— 918 — 918 (193)725 
Net defined benefit plan adjustments544 — — 544 (35)509 
Foreign currency translation loss— — (25,570)(25,570)— (25,570)
December 31, 2022$(346)$1,760 $4,150 $5,564 $(235)$5,329 
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)
12 Months Ended
Dec. 31, 2022
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)
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 
December 31, 2021
Assets: Foreign currency hedging contracts$687 $— $687 $— 
Liabilities: Interest rate swap2,978 — 2,978 — 
Liabilities: Contingent consideration2,415 — — 2,415 
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
Date
Pay Fixed RateReceive Current Floating RateFair ValueBalance Sheet Location
$100,000 Jun 20232.1785 %4.3869 %$1,262 Prepaid expenses and other current assets
(17.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Information regarding the Company’s outstanding interest rate swap designated as cash flow hedges as of December 31, 2021 is as follows (dollars in thousands):
Notional AmountMaturity
Date
Pay Fixed RateReceive Current Floating RateFair ValueBalance Sheet Location
$150,000 Jun 20232.1785 %0.1013 %$(2,978)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
Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2021 is as follows (dollars in thousands):
Notional AmountMaturity
Date
$/Foreign CurrencyFair ValueBalance Sheet Location
$22,201 Dec 20220.0463MXN Peso$408 Prepaid expenses and other current assets
17,017 Dec 20221.1344Euro130 Prepaid expenses and other current assets
9,020 Dec 20220.0220UYU Peso149 Prepaid expenses and other current assets
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)
The following table presents the impact of cash flow hedge derivative instruments on other comprehensive income (“OCI”), AOCI and the Company’s Consolidated Statement of Operations for fiscal years 2022, 2021 and 2020 (in thousands):
Gain (Loss) Recognized in OCIGain (Loss) Reclassified from AOCI
Derivative202220212020Location in Statement of Operations 202220212020
Interest rate swaps$3,322 $642 $(7,405)Interest expense$(918)$(3,406)$(3,447)
Foreign exchange contracts(2,226)(943)1,017 Sales(2,073)(674)618 
Foreign exchange contracts2,225 399 (355)Cost of sales2,205 1,437 (1,177)
Foreign exchange contracts328 (7)60 Operating expenses384 69 (79)
Schedule of Rollforward of 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 fiscal years 2022 and 2021 (in thousands):
December 31, 2020$3,900 
Fair value measurement adjustment133 
Payments
(1,621)
Foreign currency translation
December 31, 20212,415 
Amount recorded for current year acquisitions
7,375 
Fair value measurement adjustment3,097 
Payments
(972)
Foreign currency translation(159)
December 31, 2022$11,756 
Schedule of Contingent Consideration Measurement Inputs
The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration as of December 31, 2021:
December 31, 2021
Contingency TypeRemaining Maximum Payout (undiscounted)Fair ValueValuation TechniqueUnobservable InputsWeighted Average or Range
Revenue-based payments:
InoMec and USB$6,750 $2,415 Monte CarloRevenue volatility29.0 %
Discount rate1.8 %
Projected year(s) of payment2022-2024
Schedule of Equity Method Investments
Equity investments comprise the following (in thousands):
December 31,
2022
December 31,
2021
Equity method investment$8,252 $16,192 
Non-marketable equity securities5,637 5,637 
Total equity investments
$13,889 $21,829 
The components of (Gain) loss on equity investments, net for each period were as follows (in thousands):
202220212020
Equity method investment (income) loss$7,636 $3,057 $(5,706)
Impairment charges— 86 369 
Total (gain) loss on equity investments, net
$7,636 $3,143 $(5,337)
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION (Tables)
12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Schedule of Segment Sales by Product Line
The following table presents sales by product line for the years ended December 31, 2022, 2021 and 2020 (in thousands):
202220212020
Segment sales by product line:
Medical
Cardio & Vascular $699,469 $593,117 $538,240 
Cardiac Rhythm Management & Neuromodulation532,580 502,288 398,409 
Advanced Surgical, Orthopedics & Portable Medical97,502 87,221 101,329 
Total Medical1,329,551 1,182,626 1,037,978 
Non-Medical46,545 38,453 35,464 
Total sales$1,376,096 $1,221,079 $1,073,442 
Schedule of Sales by Geographic Area
The following table presents sales by significant country for the years ended December 31, 2022, 2021 and 2020. In these tables, sales are allocated based on where the products are shipped (in thousands).
202220212020
Sales by geographic area:
United States$762,134 $671,502 $596,804 
Non-Domestic locations:
Puerto Rico114,078 110,162 96,048 
Costa Rica76,140 66,975 58,853 
Rest of world423,744 372,440 321,737 
Total sales$1,376,096 $1,221,079 $1,073,442 
The following table presents revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped for the years ended December 31, 2022 and 2021.
20222021
Ship to LocationMedicalNon-MedicalMedicalNon-Medical
United States55%67%54%71%
United Kingdom*10%**
Rest of world45%23%46%29%
Schedule of Revenue by Major Customers by Reporting Segments
The following table presents revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues for the years ended December 31, 2022 and 2021.
20222021
CustomerMedicalNon-MedicalMedicalNon-Medical
Customer A17%*19%*
Customer B17%*17%*
Customer C13%*14%*
Customer D*30%*36%
Customer E****
All other customers53%70%50%64%
__________
* Less than 10% of segment’s total revenues for the period.
Schedule of Segment Income (Loss) from Operations The following table presents income from continuing operations for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands).
202220212020
Segment income from continuing operations:
Medical$205,877 $213,600 $169,396 
Non-Medical7,571 8,022 4,848 
Total segment income from continuing operations213,448 221,622 174,244 
Unallocated operating expenses(92,121)(85,911)(53,632)
Operating income121,327 135,711 120,612 
Unallocated expenses, net(45,369)(34,648)(34,405)
Income from continuing operations before income taxes$75,958 $101,063 $86,207 
Schedule of Segment Depreciation and Amortization The following table presents depreciation and amortization expense for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands).
 202220212020
Segment depreciation and amortization:
Medical$86,825 $75,366 $72,338 
Non-Medical1,096 1,167 996 
Total depreciation and amortization included in segment
   income from continuing operations
87,921 76,533 73,334 
Unallocated depreciation and amortization4,070 4,836 5,990 
Total depreciation and amortization$91,991 $81,369 $79,324 
Schedule of Long-Lived Tangible Assets and Identifiable Assets by Geographic Area The following table presents total assets for the Company’s reportable segments as of December 31, 2022 and December 31, 2021 (in thousands).
December 31,
2022
December 31,
2021
Identifiable assets:
Medical$2,652,357 $2,448,123 
Non-Medical 57,385 56,158 
Total reportable segments2,709,742 2,504,281 
Unallocated assets84,644 77,934 
Total assets$2,794,386 $2,582,215 
The following table presents PP&E by geographic area as of December 31, 2022 and December 31, 2021. In these tables, PP&E is aggregated based on the physical location of the tangible long-lived assets (in thousands).
December 31,
2022
December 31,
2021
Long-lived tangible assets by geographic area:
United States$203,578 $184,474 
Mexico32,360 33,877 
Ireland61,356 41,501 
Rest of world19,949 17,247 
Total$317,243 $277,099 
Schedule of Expenditures for Tangible Long-Lived Assets, Excluding Acquisitions The following table presents capital expenditures for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands).
 202220212020
Expenditures for tangible long-lived assets:
Medical$69,687 $48,364 $42,435 
Non-Medical360 628 1,038 
Total reportable segments70,047 48,992 43,473 
Unallocated long-lived tangible assets4,681 4,471 3,359 
Total expenditures$74,728 $53,463 $46,832 
v3.22.4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
12 Months Ended
Dec. 31, 2022
Revenue from Contract with Customer [Abstract]  
Schedules of Concentration of Risk by Reveune and Accounts Receivable A significant portion of the Company’s sales for the years ended December 31, 2022, 2021 and 2020 and accounts receivable at December 31, 2022 and December 31, 2021 were to three customers as follows:
 SalesAccounts Receivable
202220212020December 31,
2022
December 31,
2021
Customer A17%18%18%14%15%
Customer B16%16%16%19%19%
Customer C13%13%14%11%10%
46%47%48%44%44%
Schedule of Contract Assets and Contract Liabilities
The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):
December 31,
2022
December 31,
2021
Contract assets$71,927 $64,743 
Contract liabilities5,616 3,776 
v3.22.4
DISCONTINUED OPERATIONS (Tables)
12 Months Ended
Dec. 31, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Discontinued Operations
Income from discontinued operations for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):
202220212020
Other income, net$(1,323)$(4,931)$— 
Provision for income taxes296 1,143 — 
Income from discontinued operations$1,027 $3,788 $— 
Cash flow information from discontinued operations for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands):
202220212020
Income from discontinued operations$1,027 $3,788 $— 
Changes in operating assets and liabilities, net of acquisitions:
Accrued expenses and other liabilities(1,323)(4,931)— 
Income taxes payable296 1,143 — 
Net cash provided by operating activities$— — $— $— 
v3.22.4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details)
$ in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
segment
customer
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Schedule of Assets Useful Life [Line Items]      
Number of reportable segments | segment 2    
Number of customers | customer 3    
Sale of accounts receivable $ 120.7 $ 116.1  
Description of payment terms Standard payment terms range from 30 to 90 days and may include a discount for early payment.    
Net foreign currency transaction gains (losses) $ (1.1) $ (0.1) $ 1.6
Stock Options      
Schedule of Assets Useful Life [Line Items]      
Contractual life 10 years    
Award vesting period 3 years    
Restricted Stock And Unit Awards | Director      
Schedule of Assets Useful Life [Line Items]      
Award vesting period 1 year    
Minimum | Restricted Stock And Unit Awards      
Schedule of Assets Useful Life [Line Items]      
Award vesting period 3 years    
Minimum | Patents      
Schedule of Assets Useful Life [Line Items]      
Intangible asset, useful life 5 years    
Minimum | Customer lists      
Schedule of Assets Useful Life [Line Items]      
Intangible asset, useful life 7 years    
Minimum | Amortizing tradenames and other      
Schedule of Assets Useful Life [Line Items]      
Intangible asset, useful life 1 year    
Maximum | Restricted Stock And Unit Awards      
Schedule of Assets Useful Life [Line Items]      
Award vesting period 4 years    
Maximum | Performance Based Restricted Stock And Restricted Stock Units      
Schedule of Assets Useful Life [Line Items]      
Award vesting period 3 years    
Maximum | Patents      
Schedule of Assets Useful Life [Line Items]      
Intangible asset, useful life 20 years    
Maximum | Customer lists      
Schedule of Assets Useful Life [Line Items]      
Intangible asset, useful life 20 years    
Maximum | Amortizing tradenames and other      
Schedule of Assets Useful Life [Line Items]      
Intangible asset, useful life 20 years    
Buildings and building improvements | Minimum      
Schedule of Assets Useful Life [Line Items]      
Property, plant and equipment, useful life 12 years    
Buildings and building improvements | Maximum      
Schedule of Assets Useful Life [Line Items]      
Property, plant and equipment, useful life 30 years    
Manufacturing machinery and equipment | Minimum      
Schedule of Assets Useful Life [Line Items]      
Property, plant and equipment, useful life 3 years    
Manufacturing machinery and equipment | Maximum      
Schedule of Assets Useful Life [Line Items]      
Property, plant and equipment, useful life 10 years    
Office Equipment | Minimum      
Schedule of Assets Useful Life [Line Items]      
Property, plant and equipment, useful life 3 years    
Office Equipment | Maximum      
Schedule of Assets Useful Life [Line Items]      
Property, plant and equipment, useful life 10 years    
v3.22.4
BUSINESS ACQUISITIONS (Narrative) (Details)
$ in Thousands, € in Millions
12 Months Ended
Apr. 06, 2022
USD ($)
Dec. 01, 2021
USD ($)
Feb. 19, 2020
USD ($)
Dec. 31, 2022
USD ($)
$ / €
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Apr. 06, 2022
EUR (€)
Business Acquisition [Line Items]              
Acquisitions, net of cash acquired       $ 126,636 $ 217,978 $ 5,219  
Contingent consideration liability, current       11,201 918    
Acquisition-related adjustments       505      
Contingent consideration fair value adjustment       3,097 133 (2,000)  
Proceeds from contingent consideration       1,319 0 0  
Goodwill acquired       982,192 924,704 859,442  
Earnings or loss of acquisition       0 0 0  
Acquisition related costs       $ 6,900 $ 2,000 900  
Customer lists              
Business Acquisition [Line Items]              
Weighted average amortization period (years)       26 years 20 years    
Customer lists | Measurement Input, Annual Attrition Rate | Valuation, Income Approach              
Business Acquisition [Line Items]              
Measurement input | $ / €       0.05      
Technology              
Business Acquisition [Line Items]              
Weighted average amortization period (years)       12 years 15 years    
Technology | Measurement Input, Royalty Rate | Valuation, Income Approach | Minimum              
Business Acquisition [Line Items]              
Measurement input | $ / €       0.095      
Tradenames              
Business Acquisition [Line Items]              
Weighted average amortization period (years)       1 year 6 months 20 years    
Tradenames | Measurement Input, Royalty Rate | Valuation, Income Approach              
Business Acquisition [Line Items]              
Measurement input | $ / €       0.020      
Aran Acquisition              
Business Acquisition [Line Items]              
Percentage of business acquired 100.00%           100.00%
Consideration transferred $ 141,300            
Cash paid 133,900            
Acquisitions, net of cash acquired 129,300            
Fair value of contingent consideration 7,400            
Contingent consideration liability, current 10,900     $ 10,700     € 10
Intangible assets 71,485            
Goodwill acquired 68,460            
Property, plant and equipment 4,151            
Other noncurrent assets $ 1,354            
Sales related to acquisition       15,100      
Oscor Inc              
Business Acquisition [Line Items]              
Percentage of business acquired   100.00%          
Consideration transferred   $ 215,200          
Acquisition-related adjustments   5,200   500      
Adjustment, current liabilities       2,300      
Adjustment in current assets       2,500      
Decrease in inventory       900      
Contingent consideration receivable         $ 1,400    
Contingent consideration fair value adjustment       100      
Proceeds from contingent consideration       $ 1,300      
Intangible assets   105,300          
Goodwill acquired   78,392          
Property, plant and equipment   17,977          
Other noncurrent assets   $ 695          
Sales related to acquisition         4,700    
InoMec Ltd              
Business Acquisition [Line Items]              
Consideration transferred     $ 7,000        
Cash paid     5,300        
Contingent consideration     1,700        
Revenue-based payments (up to)     3,500   $ 6,750    
Intangible assets     2,000        
Goodwill acquired     4,800        
Property, plant and equipment     300        
Other noncurrent assets     $ 100        
Weighted average amortization period (years)     5 years 10 months 24 days        
Sales related to acquisition           $ 3,400  
v3.22.4
BUSINESS ACQUISITIONS (Allocation Of The Provisional Purchase Price ) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Apr. 06, 2022
Dec. 31, 2021
Dec. 01, 2021
Dec. 31, 2020
Fair value of net assets acquired          
Goodwill $ 982,192   $ 924,704   $ 859,442
Aran Acquisition          
Fair value of net assets acquired          
Current assets (excluding inventory)   $ 9,319      
Property, plant and equipment   4,151      
Goodwill   68,460      
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      
Oscor Inc          
Fair value of net assets acquired          
Current assets (excluding inventory)       $ 9,621  
Inventory       11,270  
Property, plant and equipment       17,977  
Goodwill       78,392  
Intangible assets       105,300  
Operating lease assets       15,142  
Other noncurrent assets       695  
Current liabilities       (11,143)  
Operating lease liabilities       (12,044)  
Fair value of net assets acquired       $ 215,210  
v3.22.4
BUSINESS ACQUISITIONS (Indefinite-Lived Intangible Assets) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned $ 71,485  
Customer lists    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned $ 53,395 $ 73,800
Weighted Average Amortization Period (Years) 26 years 20 years
Weighted Average Discount Rate 9.50% 9.50%
Technology    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned $ 17,435 $ 15,200
Weighted Average Amortization Period (Years) 12 years 15 years
Weighted Average Discount Rate 9.50% 9.50%
Tradenames    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned $ 655 $ 16,300
Weighted Average Amortization Period (Years) 1 year 6 months 20 years
Weighted Average Discount Rate 9.50% 9.50%
v3.22.4
BUSINESS ACQUISITIONS ( Pro Forma Information) (Details) - Oscor Inc - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Business Combination, Separately Recognized Transactions [Line Items]      
Sales $ 1,381,459 $ 1,291,600 $ 1,128,137
Income from continuing operations $ 67,375 $ 87,439 $ 67,529
v3.22.4
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Non-cash investing and financing activities:      
Property, plant and equipment purchases included in accounts payable $ 13,592 $ 5,556 $ 3,597
Cash paid during the year for:      
Interest 35,804 24,740 33,933
Income taxes $ 11,165 $ 19,649 $ 18,477
v3.22.4
INVENTORIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Inventory Disclosure [Abstract]    
Raw materials $ 98,640 $ 70,956
Work-in-process 98,188 74,152
Finished goods 11,938 10,591
Total $ 208,766 $ 155,699
v3.22.4
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 755,272 $ 683,404
Accumulated depreciation (438,029) (406,305)
Total 317,243 277,099
Manufacturing machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 392,109 352,391
Buildings and building improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 101,445 98,007
Information technology hardware and software    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 68,205 72,752
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 87,616 85,931
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 17,614 17,099
Land and land improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 13,173 13,980
Construction work in process    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 73,632 41,813
Other    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 1,478 $ 1,431
v3.22.4
PROPERTY, PLANT AND EQUIPMENT, NET (Depreciation Expense) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 42,617 $ 39,772 $ 38,193
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Goodwill) (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Goodwill [Roll Forward]    
Beginning balance $ 924,704,000 $ 859,442,000
Acquisition 68,460,000 77,887,000
Acquisition-related adjustments (505,000)  
Foreign currency translation (11,477,000) (12,625,000)
Ending balance 982,192,000 924,704,000
Medical    
Goodwill [Roll Forward]    
Beginning balance 907,704,000 842,442,000
Acquisition 68,460,000 77,887,000
Acquisition-related adjustments (505,000)  
Foreign currency translation (11,477,000) (12,625,000)
Ending balance 965,192,000 907,704,000
Accumulated impairment loss 0  
Non-Medical    
Goodwill [Roll Forward]    
Beginning balance 17,000,000 17,000,000
Acquisition 0 0
Acquisition-related adjustments 0  
Foreign currency translation 0 0
Ending balance 17,000,000 $ 17,000,000
Accumulated impairment loss $ 0  
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Indefinite-lived Intangible Assets [Line Items]      
Finite-lived intangible asset $ 729,601 $ 717,522  
Purchased technology and patents | Revision of Prior Period, Adjustment      
Indefinite-lived Intangible Assets [Line Items]      
Finite-lived intangible asset   (16,200)  
Amortizing tradenames and other | Revision of Prior Period, Adjustment      
Indefinite-lived Intangible Assets [Line Items]      
Finite-lived intangible asset   16,200  
Trademarks and tradenames      
Indefinite-lived Intangible Assets [Line Items]      
Indefinite-lived intangible assets (excluding goodwill) $ 90,288 90,288  
Lake Region Medical | Trademarks and tradenames      
Indefinite-lived Intangible Assets [Line Items]      
Indefinite-lived intangible assets (excluding goodwill)   $ 70,000 $ 20,300
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Definite-Lived and Indefinite-Lived Intangible Assets, Major Class) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,130,591 $ 1,073,439
Accumulated Amortization (400,990) (355,917)
Net Carrying Amount 729,601 717,522
Trademarks and tradenames    
Indefinite-lived Intangible Assets [Line Items]    
Indefinite-lived intangible assets (excluding goodwill) 90,288 90,288
Purchased technology and patents    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 283,929 269,359
Accumulated Amortization (178,844) (164,298)
Net Carrying Amount 105,085 105,061
Customer lists    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 825,634 783,618
Accumulated Amortization (216,546) (187,412)
Net Carrying Amount 609,088 596,206
Amortizing tradenames and other    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 21,028 20,462
Accumulated Amortization (5,600) (4,207)
Net Carrying Amount $ 15,428 $ 16,255
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Amortization Expense by categories) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]      
Total intangible asset amortization expense $ 48,313 $ 41,597 $ 41,131
Cost of sales      
Finite-Lived Intangible Assets [Line Items]      
Total intangible asset amortization expense 15,701 13,090 12,860
SG&A      
Finite-Lived Intangible Assets [Line Items]      
Total intangible asset amortization expense $ 32,612 $ 28,507 $ 28,271
v3.22.4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Future Amortization Expense) (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2023 $ 52,196
2024 51,568
2025 50,768
2026 48,939
2027 45,987
After 2027 $ 480,143
v3.22.4
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounts Payable and Accrued Liabilities [Abstract]      
Salaries and benefits $ 33,084 $ 27,733  
Profit sharing and bonuses 15,800 18,325  
Contingent consideration 11,201 918  
Contract liabilities 5,616 3,776  
Short-term finance lease liabilities 1,093 608  
Product warranties 77 509 $ 163
Accrued interest 472 76  
Other 6,156 4,988  
Total $ 73,499 $ 56,933  
v3.22.4
DEBT (Schedule of Long-Term Debt) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Debt Instrument [Line Items]    
Unamortized discount on term loan B and deferred debt issuance costs $ (5,977) $ (7,361)
Total debt 925,261 828,126
Current portion of long-term debt (18,188) (15,250)
Long-term debt 907,073 812,876
Loans Payable | Secured Debt | Senior secured term loan A    
Debt Instrument [Line Items]    
Long-term debt, gross 455,313 467,062
Loans Payable | Secured Debt | Senior secured term loan B    
Debt Instrument [Line Items]    
Long-term debt, gross 335,625 349,125
Line of Credit | Revolving Credit Facility    
Debt Instrument [Line Items]    
Long-term debt, gross $ 140,300 $ 19,300
v3.22.4
DEBT (Senior Secured Credit Facilities) (Details) - USD ($)
Sep. 02, 2021
Dec. 31, 2022
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 1,000,000,000  
Secured Debt | Senior secured term loan A    
Debt Instrument [Line Items]    
Debt instrument term 5 years  
Weighted average interest rate   6.13%
Secured Debt | Senior secured term loan B    
Debt Instrument [Line Items]    
Debt instrument term 7 years  
Discount percent 0.50%  
Weighted average interest rate   6.88%
Revolving Credit Facility    
Debt Instrument [Line Items]    
Weighted average interest rate   6.13%
Revolving Credit Facility | Line of Credit    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 400,000,000  
Debt instrument term 5 years  
Secured Debt | Loans Payable | Senior secured term loan A    
Debt Instrument [Line Items]    
Weighted average interest rate   6.40%
v3.22.4
DEBT (Revolving Credit Facility) (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Sep. 02, 2021
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity   $ 1,000,000,000
Secured Debt | Swingline Loans | New Revolving Credit Facility 2015    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity $ 40,000,000  
Revolving Credit Facility    
Debt Instrument [Line Items]    
Weighted average interest rate 6.13%  
Revolving Credit Facility | Line of Credit    
Debt Instrument [Line Items]    
Credit facility maximum borrowing capacity   $ 400,000,000
Remaining borrowing capacity $ 256,200,000  
Outstanding amount $ 140,300,000  
Unused capacity commitment fee 0.20%  
Revolving Credit Facility | Line of Credit | Minimum    
Debt Instrument [Line Items]    
Unused capacity commitment fee 0.15%  
Revolving Credit Facility | Line of Credit | Maximum    
Debt Instrument [Line Items]    
Unused capacity commitment fee 0.25%  
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate One - Month (LIBOR) | Minimum    
Debt Instrument [Line Items]    
Spread on variable rate 1.25%  
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate One - Month (LIBOR) | Maximum    
Debt Instrument [Line Items]    
Spread on variable rate 2.25%  
Revolving Credit Facility | Line of Credit | Senior secured term loan A | London Interbank Offered Rate One - Month (LIBOR)    
Debt Instrument [Line Items]    
Spread on variable rate 1.00%  
Revolving Credit Facility | Line of Credit | Senior secured term loan A | Base Rate | Minimum    
Debt Instrument [Line Items]    
Spread on variable rate 0.25%  
Revolving Credit Facility | Line of Credit | Senior secured term loan A | Base Rate | Maximum    
Debt Instrument [Line Items]    
Spread on variable rate 1.25%  
Revolving Credit Facility | Line of Credit | Senior secured term loan A | Fed Funds Effective Rate Overnight Index Swap Rate    
Debt Instrument [Line Items]    
Spread on variable rate 0.50%  
Standby Letters of Credit    
Debt Instrument [Line Items]    
Outstanding standby letters of credit $ 3,500,000  
v3.22.4
DEBT (Term Loan Facilities) (Details) - Secured Debt
12 Months Ended
Dec. 31, 2022
Senior secured term loan B  
Debt Instrument [Line Items]  
Weighted average interest rate 6.88%
Senior secured term loan B | London Interbank Offered Rate (LIBOR)  
Debt Instrument [Line Items]  
Spread on variable rate 2.50%
Interest rate floor 0.50%
Senior secured term loan B | Base Rate  
Debt Instrument [Line Items]  
Spread on variable rate 1.50%
Senior secured term loan A  
Debt Instrument [Line Items]  
Weighted average interest rate 6.13%
v3.22.4
DEBT (Covenants) (Details) - Revolving Credit Facility - Secured Debt
12 Months Ended
Dec. 31, 2022
$ / €
Senior secured term loan A  
Debt Instrument [Line Items]  
Net leverage ratio incremental increase option 5.50
ITGRTerm Loan A T L A Facility  
Debt Instrument [Line Items]  
Net leverage ratio incremental increase option 5.00
Interest expense ratio 2.50
v3.22.4
DEBT (Long-term Debt Maturity Schedule) (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Debt Disclosure [Abstract]  
2023 $ 18,188
2024 29,937
2025 38,750
2026 522,738
2027 3,500
After 2027 $ 318,125
v3.22.4
DEBT (Deferred Financing Fees) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Deferred Finance Costs [Roll Forward]      
Total, Beginning Balance $ 7,361    
Total, Amortization during the period (2,036) $ (6,954) $ (4,774)
Total, Ending Balance 5,977 7,361  
Revolving Credit Facility      
Deferred Finance Costs [Roll Forward]      
Debt issuance costs, Beginning Balance 3,039    
Amortization during the period (652)    
Debt issuance costs, Ending Balance 2,387 3,039  
Term Loan And Senior Notes      
Deferred Finance Costs [Roll Forward]      
Debt issuance costs, Beginning Balance 5,674    
Write-off of debt issuance costs and unamortized discount (114)    
Amortization during the period (991)    
Debt issuance costs, Ending Balance 4,569 5,674  
Total, Beginning Balance 7,361    
Total, Write-off of deferred debt issuance costs and unamortized discount (114)    
Total, Amortization during the period (1,270)    
Total, Ending Balance 5,977 7,361  
Senior secured term loan B      
Deferred Finance Costs [Roll Forward]      
Unamortized discount on TLB Facility, Beginning Balance 1,687    
Unamortized Discount on TLB Facility, Write-off of deferred debt issuance costs and unamortized discount 0    
Unamortized discount on TLB Facility, Amortization during the period (279)    
Unamortized discount on TLB Facility, Ending Balance $ 1,408 $ 1,687  
v3.22.4
BENEFIT PLANS (Savings Plan Narrative) (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Defined Contribution And Benefit Plan Disclosure [Line Items]      
Net costs recognized $ 8,800,000 $ 7,900,000 $ 5,000,000
Maximum      
Defined Contribution And Benefit Plan Disclosure [Line Items]      
Employer matching contribution, per dollar $ 0.50    
Employer matching contribution, percentage of employees' gross pay 6.00%    
v3.22.4
BENEFIT PLANS (Defined Benefit Plans Narrative) (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Retirement Benefits [Abstract]      
Aggregated projected benefit obligation $ 2.5 $ 3.9  
Net periodic pension cost 0.1 $ 0.5 $ 0.4
Expected future benefit payments first five years 1.2    
Expected future benefit payments next five years $ 2.2    
v3.22.4
STOCK-BASED COMPENSATION (Narratives) (Details) - USD ($)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of shares authorized (in shares)   1,450,000  
Number of shares available for grant (in shares) 1,311,629    
Compensation expense tax benefit $ 2,908,000 $ 4,188,000 $ 3,169,000
Restricted Stock and Restricted Stock Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total unrecognized compensation cost $ 14,600,000    
Period for recognition 1 year 10 months 24 days    
Fair value of shares vested $ 10,700,000 $ 12,900,000 $ 9,900,000
Granted (in dollars per share) $ 75.87 $ 81.98 $ 83.94
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Grants in period (in shares) 0 0 0
Closing stock price (in dollars per share) $ 68.46    
Total unrecognized compensation cost $ 0    
Performance Based Restricted Stock And Restricted Stock Units      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total unrecognized compensation cost $ 11,800,000    
Period for recognition 1 year 8 months 12 days    
Fair value of shares vested $ 0 $ 3,100,000 $ 2,900,000
Granted (in dollars per share) $ 90.84 $ 85.16 $ 95.06
Performance period (over) 3 years    
Performance period 5 years    
Illiquidity discount percent 9.25% 8.19% 8.00%
v3.22.4
STOCK-BASED COMPENSATION (Components of Stock-Based Compensation Expense) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Total stock-based compensation expense $ 21,023 $ 16,185 $ 9,163
Income tax benefit recognized for stock-based compensation arrangements 2,908 4,188 3,169
Cost of sales      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Total stock-based compensation expense 3,240 3,365 1,658
SG&A      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Total stock-based compensation expense 15,234 11,579 6,942
RD&E      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Total stock-based compensation expense 1,099 969 563
Restructuring and other charges      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Total stock-based compensation expense 1,450 272 0
Stock options      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Total stock-based compensation expense 0 0 43
RSUs and PRSUs      
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]      
Total stock-based compensation expense $ 21,023 $ 16,185 $ 9,120
v3.22.4
STOCK-BASED COMPENSATION (Stock Option Activity) (Details)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2022
USD ($)
$ / shares
shares
Number of Stock Options  
Beginning balance (in shares) | shares 247,640
Exercised (in shares) | shares (7,018)
Ending balance (in shares) | shares 240,622
Vested and exercisable, Number of Stock Options (in shares) | shares 240,622
Weighted Average Exercise Price  
Beginning balance (in dollars per share) | $ / shares $ 38.03
Exercised (in dollars per share) | $ / shares 21.35
Ending balance (in dollars per share) | $ / shares 38.51
Vested and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares $ 38.51
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value  
Outstanding, Weighted Average Remaining Contractual Term (in years) 3 years 2 months 12 days
Vested and exercisable , Weighted Average Remaining Contractual Term (in years) 3 years 2 months 12 days
Outstanding, Aggregate Intrinsic Value | $ $ 7.2
Vested and exercisable , Aggregate Intrinsic Value | $ $ 7.2
v3.22.4
STOCK-BASED COMPENSATION (Exercise of Stock Option) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]      
Intrinsic value $ 370 $ 2,370 $ 4,773
Cash received 150 743 3,263
Actual tax benefit for the tax deductions from the exercise of options $ 89 $ 569 $ 1,145
v3.22.4
STOCK-BASED COMPENSATION (Restricted Stock and Restricted Stock Units) (Details)
12 Months Ended
Dec. 31, 2022
$ / shares
shares
Restricted Stock And Restricted Stock Units Time Based  
Time-Vested and Performance-Vested Restricted Stock Units and Awards  
Beginning balance (in shares) | shares 248,131
Granted (in shares) | shares 221,352
Vested (in shares) | shares (142,927)
Forfeited (in shares) | shares (34,627)
Ending balance (in shares) | shares 291,929
Weighted Average Grant Date Fair Value  
Beginning balance (in dollars per share) | $ / shares $ 81.14
Granted (in dollars per share) | $ / shares 75.87
Vested (in dollars per share) | $ / shares 80.50
Forfeited (in dollars per share) | $ / shares 80.14
Ending balance (in dollars per share) | $ / shares $ 77.58
Performance Based Restricted Stock And Restricted Stock Units  
Time-Vested and Performance-Vested Restricted Stock Units and Awards  
Beginning balance (in shares) | shares 198,869
Granted (in shares) | shares 131,393
Forfeited (in shares) | shares (66,356)
Ending balance (in shares) | shares 263,906
Weighted Average Grant Date Fair Value  
Beginning balance (in dollars per share) | $ / shares $ 92.07
Granted (in dollars per share) | $ / shares 90.84
Forfeited (in dollars per share) | $ / shares 96.70
Ending balance (in dollars per share) | $ / shares $ 90.29
v3.22.4
STOCK-BASED COMPENSATION (Weighted-Average Fair Value and Assumptions) (Details) - Performance Based Restricted Stock And Restricted Stock Units - $ / shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted average fair value (in dollars per share) $ 97.58 $ 85.16 $ 107.27
Risk-free interest rate 1.58% 0.19% 1.29%
Expected volatility 42.00% 41.00% 30.00%
Expected life (in years) 3 years 10 months 24 days 3 years 2 years 10 months 24 days
Expected dividend yield 0.00% 0.00% 0.00%
v3.22.4
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring And Other Charges Components) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring and Related Activities [Abstract]      
Restructuring charges $ 4,920 $ 4,804 $ 3,718
Acquisition and integration costs (adjustments) 10,075 2,544 (776)
Other general expenses 1,188 508 4,679
Total restructuring and other charges $ 16,183 $ 7,856 $ 7,621
v3.22.4
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring Restructuring-Related Costs) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring Charges [Abstract]      
Restructuring charges $ 4,920 $ 4,804 $ 3,718
Total restructuring and restructuring-related charges 9,265    
Cost of sales      
Restructuring Charges [Abstract]      
Total restructuring and restructuring-related charges 1,148    
Selling, general and administrative      
Restructuring Charges [Abstract]      
Total restructuring and restructuring-related charges 1,966    
Research, development and engineering      
Restructuring Charges [Abstract]      
Total restructuring and restructuring-related charges $ 1,231    
v3.22.4
RESTRUCTURING AND OTHER CHARGES (Narrative) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring Cost and Reserve [Line Items]      
Restructuring charges $ 4,920 $ 4,804 $ 3,718
Acquisition and integration costs (adjustments) 10,075 2,544 (776)
Oscor And Aran Acquisitions      
Restructuring Cost and Reserve [Line Items]      
Acquisition and integration costs (adjustments) 10,100 2,400 1,200
Fair value reduction adjustment for acquisition-related contingent consideration liability 3,100    
InoMec Ltd      
Restructuring Cost and Reserve [Line Items]      
Fair value reduction adjustment for acquisition-related contingent consideration liability   $ 100  
US BioDesign LLC      
Restructuring Cost and Reserve [Line Items]      
Fair value reduction adjustment for acquisition-related contingent consideration liability     $ 2,000
Strategic reorganization and alignment      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 3,595    
Expected remaining costs 2,000    
Employee Severance      
Restructuring Cost and Reserve [Line Items]      
Restructuring charges 1,500    
2021 SRA Initiatives      
Restructuring Cost and Reserve [Line Items]      
Costs incurred since inception 4,100    
2021 SRA Initiatives | Minimum      
Restructuring Cost and Reserve [Line Items]      
Expected costs 7,000    
2021 SRA Initiatives | Maximum      
Restructuring Cost and Reserve [Line Items]      
Expected costs 9,000    
Manufactoring Alignment To Support Growth      
Restructuring Cost and Reserve [Line Items]      
Costs incurred since inception 300    
Manufactoring Alignment To Support Growth | Minimum      
Restructuring Cost and Reserve [Line Items]      
Expected costs 2,000    
Manufactoring Alignment To Support Growth | Maximum      
Restructuring Cost and Reserve [Line Items]      
Expected costs 3,000    
Employee Severance | 2022 OE Initiatives      
Restructuring Cost and Reserve [Line Items]      
Costs incurred since inception 3,000    
Employee Severance | 2022 OE Initiatives | Minimum      
Restructuring Cost and Reserve [Line Items]      
Expected costs 5,000    
Employee Severance | 2022 OE Initiatives | Maximum      
Restructuring Cost and Reserve [Line Items]      
Expected costs 6,000    
Employee Severance | 2021 OE Initiatives      
Restructuring Cost and Reserve [Line Items]      
Expected costs 5,000    
Costs incurred since inception $ 4,900    
v3.22.4
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring Reserve By Type of Cost) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Restructuring Reserve [Roll Forward]      
Beginning balance $ 432    
Charges incurred, net of reversals 4,920 $ 4,804 $ 3,718
Cash payments (2,986)    
Ending balance 2,366 432  
Operational excellence initiatives      
Restructuring Reserve [Roll Forward]      
Beginning balance 298    
Charges incurred, net of reversals 1,325    
Cash payments (1,391)    
Ending balance 232 298  
Strategic reorganization and alignment      
Restructuring Reserve [Roll Forward]      
Beginning balance 134    
Charges incurred, net of reversals 3,595    
Cash payments (1,595)    
Ending balance $ 2,134 $ 134  
v3.22.4
INCOME TAXES (Income Before Income Tax Domestic And Foreign) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Line Items]      
Income (loss) from continuing operations before income taxes $ 75,958 $ 101,063 $ 86,207
U.S.      
Income Tax Disclosure [Line Items]      
Income (loss) from continuing operations before income taxes 14,446 48,293 35,337
International      
Income Tax Disclosure [Line Items]      
Income (loss) from continuing operations before income taxes $ 61,512 $ 52,770 $ 50,870
v3.22.4
INCOME TAXES (Provision Benefit of Income Taxes) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current:      
Federal $ 20,455 $ 9,511 $ 7,784
State 780 1,553 1,233
International 6,871 8,459 6,898
Total 28,106 19,523 15,915
Deferred:      
Federal (16,300) (8,665) (4,648)
State 26 (393) (1,245)
International (1,224) (2,422) (1,073)
Total (17,498) (11,480) (6,966)
Total provision for income taxes $ 10,608 $ 8,043 $ 8,949
v3.22.4
INCOME TAXES (Effect Tax Rate Reconciliation) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Effective Income Tax Rate Reconciliation, Amount [Abstract]      
Statutory rate $ 15,951 $ 21,223 $ 18,103
Federal tax credits (including R&D) (9,399) (11,929) (7,009)
Foreign rate differential (7,693) (5,165) (5,333)
Stock-based compensation 2,009 (1,084) (1,459)
Uncertain tax positions 2,469 18 1,208
State taxes, net of federal benefit 978 1,183 553
U.S. tax on foreign earnings, net of §250 deduction 5,225 1,913 3,216
Valuation allowance (194) 524 (345)
Other 1,262 1,360 15
Total provision for income taxes $ 10,608 $ 8,043 $ 8,949
Effective Income Tax Rate Reconciliation, Percent [Abstract]      
Statutory rate 21.00% 21.00% 21.00%
Federal tax credits (including R&D) (12.40%) (11.80%) (8.10%)
Foreign rate differential (10.10%) (5.10%) (6.20%)
Stock-based compensation 2.60% (1.10%) (1.70%)
Uncertain tax positions 3.30% 0.00% 1.40%
State taxes, net of federal benefit 1.30% 1.20% 0.60%
U.S. tax on foreign earnings, net of §250 deduction 6.90% 1.90% 3.70%
Valuation allowance (0.30%) 0.50% (0.40%)
Other 1.70% 1.40% 0.10%
Effective tax rate 14.00% 8.00% 10.40%
v3.22.4
INCOME TAXES (Deferred Tax Assets and Liabilities) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Components of Deferred Tax Assets and Liabilities [Abstract]    
Operating lease liabilities $ 18,781 $ 17,950
Research and development 15,168 0
Inventories 13,103 14,147
Tax credit carryforwards 10,110 11,394
Net operating loss carryforwards 9,121 11,721
Accrued expenses 7,113 9,348
Stock-based compensation 4,230 3,724
Gross deferred tax assets 77,626 68,284
Less valuation allowance (16,649) (19,456)
Net deferred tax assets 60,977 48,828
Intangible assets (188,976) (186,150)
Operating lease assets (18,846) (17,974)
Property, plant and equipment (6,789) (7,354)
Other (790) (3,144)
Gross deferred tax liabilities (215,401) (214,622)
Net deferred tax liability (154,424) (165,794)
Noncurrent deferred tax asset 6,247 5,711
Noncurrent deferred tax liability $ (160,671) $ (171,505)
v3.22.4
INCOME TAXES (Income Tax Carry Forward) (Details)
$ in Millions
Dec. 31, 2022
USD ($)
U.S. State  
Operating Loss Carryforwards [Line Items]  
Net operating loss $ 105.5
U.S. State | R&D tax credits  
Operating Loss Carryforwards [Line Items]  
Tax credit 1.4
U.S. State | State tax credits  
Operating Loss Carryforwards [Line Items]  
Tax credit 6.0
International  
Operating Loss Carryforwards [Line Items]  
Net operating loss 14.4
International | R&D tax credits  
Operating Loss Carryforwards [Line Items]  
Tax credit 0.4
U.S. Federal | Foreign tax credits  
Operating Loss Carryforwards [Line Items]  
Tax credit $ 5.0
v3.22.4
INCOME TAXES (Unrecognized Tax Benefits) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Balance, beginning of year $ 5,537 $ 5,484 $ 4,446
Additions based upon tax positions related to the current year 1,364 3,324 300
Additions (reductions) related to prior period tax returns 838 (3,271) 738
Balance, end of year $ 7,739 $ 5,537 $ 5,484
v3.22.4
INCOME TAXES (Narrative) (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Reasonably possible reduction within next 12 months $ 1,800,000    
Unrecognized tax benefit 7,700,000    
Unrecognized tax benefits, accrued interest 400,000    
Income tax penalties 0    
Interest and penalties on unrecognized tax benefits 500,000 $ 0 $ 0
Deferred payroll taxes 4,500,000 $ 4,800,000  
Outstanding taxes payable $ 4,500,000    
v3.22.4
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Oct. 31, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Gain Contingencies [Line Items]        
Proceeds from legal settlements $ 28,900      
Gain on litigation settlement $ 28,200     $ 28,200
Loss contingency damages sought   $ 300    
Drawn down from the escrow   200    
Anticipated future costs remaining   100    
Accrued environmental loss contingencies, current   100    
Expenses related to license agreements   1,017,090 $ 884,109 787,735
Self insurance reserve   $ 6,300 5,600  
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration]   Accrued Liabilities, Current    
Royalty        
Gain Contingencies [Line Items]        
Expenses related to license agreements   $ 1,700 $ 1,300 $ 1,200
v3.22.4
COMMITMENTS AND CONTINGENCIES (Change in Product Warranty Liability) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Movement in Standard Product Warranty Accrual [Roll Forward]    
Beginning balance $ 509 $ 163
Additions to warranty reserve, net of reversals (4) (15)
Adjustments to pre-existing warranties (428) (71)
Warranty claims settled 0 0
Acquisitions 0 432
Ending balance $ 77 $ 509
v3.22.4
LEASES (Schedule of Lease Costs) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Lessor, Lease, Description [Line Items]    
Amortization of lease assets $ 1,080 $ 223
Interest on lease liabilities 317 59
Finance lease cost 1,397 282
Operating lease cost 13,927 10,729
Short-term lease cost (leases with initial term of 12 months or less) 342 137
Variable lease cost 3,026 2,619
Sublease income (1,294) (1,392)
Total lease cost 17,398 12,375
Cost of sales    
Lessor, Lease, Description [Line Items]    
Total lease cost 13,111 9,642
SG&A    
Lessor, Lease, Description [Line Items]    
Total lease cost 2,864 1,817
RD&E    
Lessor, Lease, Description [Line Items]    
Total lease cost 1,106 857
Interest expense    
Lessor, Lease, Description [Line Items]    
Total lease cost $ 317 $ 59
v3.22.4
LEASES (Schedule of Operating Lease Liability Maturities) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Operating Leases    
2023 $ 13,033  
2024 12,155  
2025 11,957  
2026 11,474  
2027 8,128  
Thereafter 29,026  
Gross lease liabilities 85,773  
Less: imputed interest (11,362)  
Present value of lease liabilities $ 74,411  
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Accrued Liabilities, Current Accrued Liabilities, Current
Less: current portion of lease liabilities $ (10,362) $ (9,862)
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] Other Liabilities, Noncurrent Other Liabilities, Noncurrent
Operating lease liabilities $ 64,049 $ 59,767
Finance Leases    
2023 1,402  
2024 1,410  
2025 1,300  
2026 884  
2027 653  
Thereafter 5,152  
Gross lease liabilities 10,801  
Less: imputed interest (1,702)  
Present value of lease liabilities 9,099  
Less: current portion of lease liabilities (1,093) (608)
Total long-term lease liabilities $ 8,006 $ 7,450
v3.22.4
LEASES (Lease Term and Discount Rate) (Details)
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
Weighted-average remaining lease term - operating leases (in years) 7 years 6 months 7 years
Weighted-average remaining lease term - finance leases (in years) 10 years 12 years 2 months 12 days
Weighted-average discount rate - operating leases 3.90% 3.90%
Weighted-average discount rate - finance leases 3.40% 3.50%
v3.22.4
LEASES (Schedule of Operating Lease Supplemental Cash Flow Information) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
Cash paid for operating leases $ 13,519 $ 10,808
Cash paid for interest on finance leases 317 59
Assets acquired under operating leases 15,777 32,466
Assets acquired under finance leases $ 1,882 $ 8,154
v3.22.4
LEASES (Narrative) (Details)
12 Months Ended
Dec. 31, 2022
facility
Leases [Abstract]  
Number of facilities in which lease terms were extended 3
v3.22.4
EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Numerator for basic and diluted EPS:      
Income from continuing operations $ 65,350 $ 93,020 $ 77,258
Income from discontinued operations 1,027 3,788 0
Net income $ 66,377 $ 96,808 $ 77,258
Denominator for basic EPS:      
Weighted average shares outstanding (in shares) 33,127 32,993 32,845
Effect of dilutive securities stock options, restricted stock and restricted stock units (in shares) 230 265 268
Denominator for diluted EPS (in shares) 33,357 33,258 33,113
Basic earnings per share:      
Income from continuing operations (in dollars per share) $ 1.97 $ 2.82 $ 2.35
Income from discontinued operations (in dollars per share) 0.03 0.11 0
Basic earnings per share (in dollars per share) 2.00 2.93 2.35
Diluted earnings per share:      
Income from continuing operations (in dollars per share) 1.96 2.80 2.33
Income from discontinued operations (in dollars per share) 0.03 0.11 0
Diluted earnings per share (in dollars per share) $ 1.99 $ 2.91 $ 2.33
v3.22.4
EARNINGS PER SHARE (Antidilutive Securities) (Details) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Time-vested stock options, restricted stock and restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Securities excluded (in shares) 15 4 98
Performance-vested restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Securities excluded (in shares) 152 92 89
v3.22.4
STOCKHOLDERS' EQUITY (Schedule of Changes in Number of Shares of Common Stock) (Details) - shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Shares outstanding at beginning of year (in shares) 33,063,336  
Shares outstanding at end of year (in shares) 33,169,778 33,063,336
Common Stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Shares outstanding at beginning of year (in shares) 33,063,336 32,908,178
Stock options exercised (in shares) 7,018 34,233
Shares outstanding at end of year (in shares) 33,169,778 33,063,336
RSUs | Common Stock    
Increase (Decrease) in Stockholders' Equity [Roll Forward]    
Vesting of RSUs, net of shares withheld to cover taxes (in shares) 99,424 120,925
v3.22.4
STOCKHOLDERS' EQUITY (Schedule of Accumulated Other Comprehensive Income) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Accumulated Other Comprehensive Income [Roll Forward]    
Total stockholders’ equity, beginning balance $ 1,354,697 $ 1,271,055
Total stockholders’ equity, ending balance 1,417,456 1,354,697
Defined Benefit Plan Liability    
Accumulated Other Comprehensive Income [Roll Forward]    
Total stockholders’ equity, beginning balance (890) (1,095)
Reclassification from AOCI, current period, before tax, attributable to parent 544 205
Reclassification from AOCI, current period, tax (35) 14
Reclassification from AOCI, current period, net of tax, attributable to parent 509 219
Total stockholders’ equity, ending balance (346) (890)
Cash Flow Hedges    
Accumulated Other Comprehensive Income [Roll Forward]    
Total stockholders’ equity, beginning balance (2,291) (4,956)
Reclassification from AOCI, current period, before tax, attributable to parent 3,649 91
Reclassification from AOCI, current period, tax (766) (19)
Reclassification from AOCI, current period, net of tax, attributable to parent 2,883 72
Total stockholders’ equity, ending balance 1,760 (2,291)
Cash Flow Hedges | Foreign Exchange Contract    
Accumulated Other Comprehensive Income [Roll Forward]    
Reclassification from AOCI, current period, before tax, attributable to parent (516) (832)
Reclassification from AOCI, current period, tax 108 175
Reclassification from AOCI, current period, net of tax, attributable to parent (408) (657)
Cash Flow Hedges | Interest rate swaps    
Accumulated Other Comprehensive Income [Roll Forward]    
Reclassification from AOCI, current period, before tax, attributable to parent 918 3,406
Reclassification from AOCI, current period, tax (193) (716)
Reclassification from AOCI, current period, net of tax, attributable to parent 725 2,690
Foreign Currency Translation Adjustment    
Accumulated Other Comprehensive Income [Roll Forward]    
Total stockholders’ equity, beginning balance 29,720 57,546
Reclassification from AOCI, current period, before tax, attributable to parent (25,570) (27,826)
Reclassification from AOCI, current period, tax 0 0
Reclassification from AOCI, current period, net of tax, attributable to parent (25,570) (27,826)
Total stockholders’ equity, ending balance 4,150 29,720
Total Pre-Tax Amount    
Accumulated Other Comprehensive Income [Roll Forward]    
Total stockholders’ equity, beginning balance 26,539 51,495
Total stockholders’ equity, ending balance 5,564 26,539
Tax    
Accumulated Other Comprehensive Income [Roll Forward]    
Total stockholders’ equity, beginning balance 651 1,197
Total stockholders’ equity, ending balance (235) 651
Net-of-Tax Amount    
Accumulated Other Comprehensive Income [Roll Forward]    
Total stockholders’ equity, beginning balance 27,190 52,692
Total stockholders’ equity, ending balance $ 5,329 $ 27,190
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) - Fair Value, Recurring - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets: Interest rate swap $ 1,262  
Assets: Foreign currency hedging contracts 521 $ 687
Liabilities: Foreign currency hedging contracts 23  
Liabilities: Interest rate swap   2,978
Liabilities: Contingent consideration 11,756 2,415
Quoted Prices in Active Markets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets: Interest rate swap 0  
Assets: Foreign currency hedging contracts 0 0
Liabilities: Foreign currency hedging contracts 0  
Liabilities: Interest rate swap   0
Liabilities: Contingent consideration 0 0
Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets: Interest rate swap 1,262  
Assets: Foreign currency hedging contracts 521 687
Liabilities: Foreign currency hedging contracts 23  
Liabilities: Interest rate swap   2,978
Liabilities: Contingent consideration 0 0
Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Assets: Interest rate swap 0  
Assets: Foreign currency hedging contracts 0 0
Liabilities: Foreign currency hedging contracts 0  
Liabilities: Interest rate swap   0
Liabilities: Contingent consideration $ 11,756 $ 2,415
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Interest Rate Swaps) (Details) - Designated as Hedging Instrument - Interest Rate Swap Maturing June 2023 - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Prepaid expenses and other current assets    
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  
Other long-term liabilities    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 150,000,000
Pay Fixed Rate   2.1785%
Receive Current Floating Rate   0.1013%
Fair Value   $ (2,978,000)
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Foreign Currency Contracts) (Details) - Designated as Hedging Instrument
$ in Thousands
Dec. 31, 2022
USD ($)
$ / €
$ / $
$ / $
Dec. 31, 2021
USD ($)
$ / €
$ / $
$ / $
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Three    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 37,175  
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / $ 0.0489  
Fair Value $ 504  
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing March Two Thousand Twenty Three Contract One    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 2,685  
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / $ 0.0249  
Fair Value $ 17  
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Two Contract One    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 22,201
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / $   0.0463
Fair Value   $ 408
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Two Contract Two    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 17,017
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / €   1.1344
Fair Value   $ 130
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Two Contract Three    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 9,020
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / $   0.0220
Fair Value   $ 149
Accrued Expenses And Other Current Liabilities | Foreign Exchange Contract Maturing March Two Thousand Twenty Three Contract Two    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 17,309  
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / € 1.0751  
Fair Value $ (23)  
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Derivative Instruments with Hedge Accounting Designation) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Interest expense      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Gain (Loss) Reclassified from AOCI $ (918) $ (3,406) $ (3,447)
Interest expense | Interest rate swaps      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Gain (Loss) Recognized in OCI 3,322 642 (7,405)
Sales      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Gain (Loss) Reclassified from AOCI (2,073) (674) 618
Sales | Foreign exchange contracts      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Gain (Loss) Recognized in OCI (2,226) (943) 1,017
Cost of sales      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Gain (Loss) Reclassified from AOCI 2,205 1,437 (1,177)
Cost of sales | Foreign exchange contracts      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Gain (Loss) Recognized in OCI 2,225 399 (355)
Operating expenses      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Gain (Loss) Reclassified from AOCI 384 69 (79)
Operating expenses | Foreign exchange contracts      
Derivative Instruments and Hedging Activities Disclosures [Line Items]      
Gain (Loss) Recognized in OCI $ 328 $ (7) $ 60
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Narratives) (Details)
€ in Millions
3 Months Ended 12 Months Ended
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Apr. 06, 2022
EUR (€)
Apr. 06, 2022
USD ($)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Reclassification of net losses from accumulated OCI to income, estimated net amount to be transferred     $ 1,800,000        
Contingent consideration liability, current $ 918,000   11,201,000 $ 918,000      
Contingent consideration liability, noncurrent 1,500,000   600,000 1,500,000      
Non-marketable securities impairment 100,000 $ 400,000          
Non-marketable securities fair value 0 $ 2,200,000   0 $ 2,200,000    
Equity method investment, return of capital     $ 300,000 2,200,000 $ 400,000    
Chinese Venture Capital Fund | Chinese Venture Capital Fund              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Percentage of ownership interest     7.40%        
Fair Value, Recurring              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration 2,415,000   $ 11,756,000 2,415,000      
Fair Value, Recurring | Probability Of Occurrence Measurement Input              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration liability, discount rate     0        
US BioDesign LLC | Fair Value, Recurring              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration 1,100,000   $ 0 1,100,000      
InoMec Ltd              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration     1,800,000        
InoMec Ltd | Fair Value, Recurring              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration 1,300,000   $ 1,100,000 1,300,000      
InoMec Ltd | Fair Value, Recurring | Discount rate              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration liability, discount rate     0.123        
Aran Acquisition              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration liability, current     $ 10,700,000     € 10 $ 10,900,000
Contingent consideration             $ 7,400,000
Foreign Exchange Contract | Not Designated as Hedging Instrument              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Notional amount $ 15,000,000   12,000,000 15,000,000      
Foreign exchange contracts | Not Designated as Hedging Instrument              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Gain recognized in OCI     $ 2,600,000 $ 400,000      
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Estimated Fair Values for Contingent Consideration) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]    
Balance at beginning of period $ 2,415 $ 3,900
Amount recorded for current year acquisitions $ 7,375  
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] Restructuring And Other Charges, Net Restructuring And Other Charges, Net
Fair value measurement adjustment $ 3,097 $ 133
Payments (972) (1,621)
Foreign currency translation (159) 3
Balance at end of period $ 11,756 $ 2,415
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Contingent Consideration Measurement Inputs) (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Feb. 19, 2020
USD ($)
InoMec Ltd      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Remaining Maximum Payout (undiscounted)   $ 6,750 $ 3,500
Fair Value $ 1,800    
Fair Value, Recurring      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Fair Value 11,756 2,415  
Fair Value, Recurring | InoMec Ltd      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Fair Value $ 1,100 $ 1,300  
Fair Value, Recurring | Revenue volatility | Weighted Average      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Weighted Average or Range   0.290  
Fair Value, Recurring | Discount rate | InoMec Ltd      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Weighted Average or Range 0.123    
Fair Value, Recurring | Discount rate | Weighted Average      
Fair Value Measurement Inputs and Valuation Techniques [Line Items]      
Weighted Average or Range   0.018  
v3.22.4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Equity Method Investments) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Fair Value Disclosures [Abstract]      
Equity method investment $ 8,252 $ 16,192  
Non-marketable equity securities 5,637 5,637  
Total equity investments 13,889 21,829  
Equity method investment (income) loss 7,636 3,057 $ (5,706)
Impairment charges 0 86 369
Total (gain) loss on equity investments, net $ 7,636 $ 3,143 $ (5,337)
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION (Narrative) (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2022
USD ($)
segment
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Segment Reporting [Abstract]      
Number of reportable segments | segment 2    
Sales | $ $ (1,376,096) $ (1,221,079) $ (1,073,442)
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION (Sales by Product Lines) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting, Revenue Reconciling Item [Line Items]      
Sales $ 1,376,096 $ 1,221,079 $ 1,073,442
Medical      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Sales 1,329,551 1,182,626 1,037,978
Medical | Cardio & Vascular      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Sales 699,469 593,117 538,240
Medical | Cardio & Vascular | Operating Segments | Revision of Prior Period, Adjustment      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Sales   (32,900) (31,700)
Medical | Cardiac Rhythm Management & Neuromodulation      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Sales 532,580 502,288 398,409
Medical | Advanced Surgical, Orthopedics & Portable Medical      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Sales 97,502 87,221 101,329
Medical | Advanced Surgical, Orthopedics & Portable Medical | Operating Segments | Revision of Prior Period, Adjustment      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Sales   (22,800) (20,500)
Non-Medical      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Sales $ 46,545 $ 38,453 $ 35,464
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION (Sales by Geographic Information) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting, Revenue Reconciling Item [Line Items]      
Total sales $ 1,376,096 $ 1,221,079 $ 1,073,442
U.S.      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Total sales 762,134 671,502 596,804
Puerto Rico      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Total sales 114,078 110,162 96,048
Costa Rica      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Total sales 76,140 66,975 58,853
Rest of world      
Segment Reporting, Revenue Reconciling Item [Line Items]      
Total sales $ 423,744 $ 372,440 $ 321,737
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION (Significant Customers) (Details) - Customer Concentration Risk - Sales
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Customer A      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 17.00% 18.00% 18.00%
Customer B      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 16.00% 16.00% 16.00%
Customer C      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 13.00% 13.00% 14.00%
Medical | Customer A      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 17.00% 19.00%  
Medical | Customer B      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 17.00% 17.00%  
Medical | Customer C      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 13.00% 14.00%  
Medical | All other customers      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 53.00% 50.00%  
Non-Medical | Customer D      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 30.00% 36.00%  
Non-Medical | All other customers      
Revenue, Major Customer [Line Items]      
Concentration risk percentage 70.00% 64.00%  
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION (Schedule of Revenue by Ship To Location) (Details) - Sales - Geographic Concentration Risk
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
United States | Medical    
Segment Reporting Information [Line Items]    
Concentration risk percentage 55.00% 54.00%
United States | Non-Medical    
Segment Reporting Information [Line Items]    
Concentration risk percentage 67.00% 71.00%
United Kingdom | Non-Medical    
Segment Reporting Information [Line Items]    
Concentration risk percentage 10.00%  
Rest of world | Medical    
Segment Reporting Information [Line Items]    
Concentration risk percentage 45.00% 46.00%
Rest of world | Non-Medical    
Segment Reporting Information [Line Items]    
Concentration risk percentage 23.00% 29.00%
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION (Reconciliation of Segment Information) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Segment Reporting Information [Line Items]      
Operating income as reported $ 121,327 $ 135,711 $ 120,612
Unallocated expenses, net (45,369) (34,648) (34,405)
Income from continuing operations before income taxes 75,958 101,063 86,207
Depreciation and amortization 91,991 81,369 79,324
Identifiable assets 2,794,386 2,582,215  
Expenditures for tangible long-lived assets 74,728 53,463 46,832
Operating Segments      
Segment Reporting Information [Line Items]      
Operating income as reported 213,448 221,622 174,244
Depreciation and amortization 87,921 76,533 73,334
Identifiable assets 2,709,742 2,504,281  
Expenditures for tangible long-lived assets 70,047 48,992 43,473
Operating Segments | Medical      
Segment Reporting Information [Line Items]      
Operating income as reported 205,877 213,600 169,396
Depreciation and amortization 86,825 75,366 72,338
Identifiable assets 2,652,357 2,448,123  
Expenditures for tangible long-lived assets 69,687 48,364 42,435
Operating Segments | Non-Medical      
Segment Reporting Information [Line Items]      
Operating income as reported 7,571 8,022 4,848
Depreciation and amortization 1,096 1,167 996
Identifiable assets 57,385 56,158  
Expenditures for tangible long-lived assets 360 628 1,038
Unallocated operating expenses      
Segment Reporting Information [Line Items]      
Operating income as reported (92,121) (85,911) (53,632)
Depreciation and amortization 4,070 4,836 5,990
Identifiable assets 84,644 77,934  
Expenditures for tangible long-lived assets $ 4,681 $ 4,471 $ 3,359
v3.22.4
SEGMENT AND GEOGRAPHIC INFORMATION (Long lived Tangible Assets by Region) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting, Asset Reconciling Item [Line Items]    
Long-lived tangible assets $ 317,243 $ 277,099
United States    
Segment Reporting, Asset Reconciling Item [Line Items]    
Long-lived tangible assets 203,578 184,474
Mexico    
Segment Reporting, Asset Reconciling Item [Line Items]    
Long-lived tangible assets 32,360 33,877
Ireland    
Segment Reporting, Asset Reconciling Item [Line Items]    
Long-lived tangible assets 61,356 41,501
Rest of world    
Segment Reporting, Asset Reconciling Item [Line Items]    
Long-lived tangible assets $ 19,949 $ 17,247
v3.22.4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Schedules of Concentration of Risk by Revenue and Accounts Receivable) (Details)
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]      
Percent of revenue from contract with customer compared to total revenue 30.00% 33.00%  
Sales | Customer Concentration Risk | Customer A      
Disaggregation of Revenue [Line Items]      
Concentration risk percentage 17.00% 18.00% 18.00%
Sales | Customer Concentration Risk | Customer B      
Disaggregation of Revenue [Line Items]      
Concentration risk percentage 16.00% 16.00% 16.00%
Sales | Customer Concentration Risk | Customer C      
Disaggregation of Revenue [Line Items]      
Concentration risk percentage 13.00% 13.00% 14.00%
Sales | Customer Concentration Risk | Top Customers      
Disaggregation of Revenue [Line Items]      
Concentration risk percentage 46.00% 47.00% 48.00%
Accounts Receivable | Customer Concentration Risk | Customer A      
Disaggregation of Revenue [Line Items]      
Concentration risk percentage 14.00% 15.00%  
Accounts Receivable | Customer Concentration Risk | Customer B      
Disaggregation of Revenue [Line Items]      
Concentration risk percentage 19.00% 19.00%  
Accounts Receivable | Customer Concentration Risk | Customer C      
Disaggregation of Revenue [Line Items]      
Concentration risk percentage 11.00% 10.00%  
Accounts Receivable | Customer Concentration Risk | Top Customers      
Disaggregation of Revenue [Line Items]      
Concentration risk percentage 44.00% 44.00%  
v3.22.4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Schedule of Contract Assets and Contract Liabilities) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Revenue from Contract with Customer [Abstract]    
Contract assets $ 71,927 $ 64,743
Contract liabilities 5,616 3,776
Contract with customer, liability, revenue recognized $ 2,700 $ 1,900
v3.22.4
DISCONTINUED OPERATIONS (AS&O Business Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Discontinued Operation, Gain on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] Income from discontinued operations before income taxes Income from discontinued operations before income taxes
Discontinued Operations, disposed-by-sale | AS&O Product Line    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Discontinued operation, gain on disposal of discontinued operation, net of tax $ 1.3 $ 4.9
v3.22.4
DISCONTINUED OPERATIONS (Income from Discontinued Operations) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Provision for income taxes $ 296 $ 1,143 $ 0
Income from discontinued operations 1,027 3,788 0
AS&O Product Line | Discontinued Operations, Held-for-sale      
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Other income, net (1,323) (4,931) 0
Provision for income taxes 296 1,143 0
Income from discontinued operations $ 1,027 $ 3,788 $ 0
v3.22.4
DISCONTINUED OPERATIONS (Cash Flow Information from Discontinued Operations) (Details) - AS&O Product Line - Discontinued Operations, Held-for-sale - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]      
Income from discontinued operations $ 1,027 $ 3,788 $ 0
Accrued expenses and other liabilities (1,323) (4,931) 0
Income taxes payable 296 1,143 0
Net cash provided by operating activities $ 0 $ 0 $ 0
v3.22.4
SUBSEQUENT EVENTS (Details)
Feb. 15, 2023
USD ($)
Feb. 03, 2023
USD ($)
$ / shares
Feb. 14, 2023
USD ($)
Jan. 31, 2023
$ / shares
Jan. 30, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Sep. 02, 2021
USD ($)
Subsequent Event [Line Items]                
Credit facility maximum borrowing capacity               $ 1,000,000,000
Long-term debt           $ 925,261,000 $ 828,126,000  
Revolving Credit Facility | Line of Credit                
Subsequent Event [Line Items]                
Credit facility maximum borrowing capacity               $ 400,000,000
Subsequent Event | Capped Call Options                
Subsequent Event [Line Items]                
Initial conversion price (in dollars per share) | $ / shares       $ 108.59        
Subsequent Event | Convertible Debt | 2028 Convertible Senior Notes                
Subsequent Event [Line Items]                
Principal amount   $ 500,000,000            
Stated interest rate   2.125%            
Long-term debt   $ 65,000,000            
Proceeds from issuance of convertible notes   $ 485,300,000            
Initial conversion rate   0.0114681            
Initial conversion price (in dollars per share) | $ / shares   $ 87.20            
Redemption price, percentage   100.00%            
Subsequent Event | Secured Debt | Senior secured term loan B                
Subsequent Event [Line Items]                
Repayments of Secured Debt   $ 336,100,000            
Subsequent Event | Revolving Credit Facility | Line of Credit                
Subsequent Event [Line Items]                
Credit facility maximum borrowing capacity $ 500,000,000   $ 400,000,000   $ 600,000,000      
Increase in maximum borrowing capacity $ 100,000,000              
Sublimit percentage 50.00%              
Repayments of Lines of Credit   $ 113,900,000            
v3.22.4
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
SEC Schedule, 12-09, valuation allowances and reserves, additions, charge to cost and expense, customer bankruptcy     $ 2,300
Provision for credit losses      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period $ 132 $ 155 2,443
Charged to Costs & Expenses 48 20 28
Charged to Other Accounts- Describe 163 0 0
Deductions (5) (43) (2,316)
Balance at end of period 338 132 155
Valuation allowance for deferred tax assets      
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period 19,456 20,739 22,229
Charged to Costs & Expenses (684) (941) (275)
Charged to Other Accounts- Describe (131) 26 0
Deductions (1,992) (368) (1,215)
Balance at end of period $ 16,649 $ 19,456 $ 20,739