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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 _____________________________________________________________ 
FORM 10-Q
 _____________________________________________________________ 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____ to ____
Commission File Number 1-16137
 _____________________________________________________________ 
itgrlogo20190925a07.jpg
INTEGER HOLDINGS CORPORATION
(Exact name of Registrant as specified in its charter)
 _____________________________________________________________ 
Delaware 16-1531026
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
5830 Granite Parkway,Suite 1150Plano,Texas 75024
(Address of principal executive offices) (Zip Code)
(214) 618-5243
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareITGRNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by checkmark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes       No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  Accelerated filerNon-accelerated filer
Smaller reporting company  Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
The number of shares outstanding of the Company’s common stock, $0.001 par value per share, as of July 19, 2024 was: 33,531,179 shares.



INTEGER HOLDINGS CORPORATION
Form 10-Q
For the Quarterly Period Ended June 28, 2024
TABLE OF CONTENTS

- 2 -

PART I—FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
INTEGER HOLDINGS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in thousands except share and per share data)June 28,
2024
December 31,
2023
ASSETS
Current assets:
Cash and cash equivalents$34,137 $23,674 
Accounts receivable, net of provision for credit losses of $0.2 million and $0.4 million, respectively
240,504 238,277 
Inventories272,335 239,716 
Refundable income taxes9,072 1,998 
Contract assets97,212 85,871 
Prepaid expenses and other current assets23,720 28,132 
Total current assets676,980 617,668 
Property, plant and equipment, net466,296 407,954 
Goodwill1,042,183 1,011,007 
Other intangible assets, net813,727 783,146 
Deferred income taxes6,858 7,001 
Operating lease assets81,345 81,632 
Financing lease assets16,549 11,828 
Other long-term assets22,474 22,417 
Total assets$3,126,412 $2,942,653 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$119,446 $120,293 
Income taxes payable461 3,896 
Operating lease liabilities8,729 8,692 
Accrued expenses and other current liabilities77,355 88,088 
Total current liabilities205,991 220,969 
Long-term debt1,118,529 959,925 
Deferred income taxes144,101 145,625 
Operating lease liabilities71,935 72,339 
Financing lease liabilities13,491 10,388 
Other long-term liabilities18,455 14,365 
Total liabilities1,572,502 1,423,611 
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.001 par value; 100,000,000 shares authorized; 33,531,179 and 33,329,648 shares issued and outstanding, respectively
34 33 
Additional paid-in capital730,157 727,435 
Retained earnings823,105 771,351 
Accumulated other comprehensive income614 20,223 
Total stockholders’ equity1,553,910 1,519,042 
Total liabilities and stockholders’ equity$3,126,412 $2,942,653 
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 3 -

INTEGER HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (Unaudited)
 Three Months EndedSix Months Ended
(in thousands except per share data)June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Sales$436,202 $400,044 $851,007 $778,829 
Cost of sales316,809 294,240 621,774 576,352 
Gross profit119,393 105,804 229,233 202,477 
Operating expenses:
Selling, general and administrative47,117 45,827 94,046 87,713 
Research, development and engineering16,104 16,883 31,857 35,975 
Restructuring and other charges986 1,518 8,867 3,047 
Total operating expenses64,207 64,228 134,770 126,735 
Operating income55,186 41,576 94,463 75,742 
Interest expense15,278 11,459 29,949 28,713 
(Gain) loss on equity investments7 (134)(1,129)21 
Other (gain) loss, net(127)359 880 1,119 
Income before taxes 40,028 29,892 64,763 45,889 
Provision for income taxes8,782 5,921 13,009 8,853 
Net income$31,246 $23,971 $51,754 $37,036 
Earnings per share:
Basic$0.93 $0.72 $1.54 $1.11 
Diluted$0.88 $0.71 $1.47 $1.10 
Weighted average shares outstanding:
Basic33,600 33,312 33,540 33,285 
Diluted35,529 33,686 35,264 33,631 
Comprehensive Income
Net income$31,246 $23,971 $51,754 $37,036 
Other comprehensive income (loss):
Foreign currency translation gain (loss)(3,911)(2,901)(17,349)5,024 
Change in fair value of cash flow hedges, net of tax(3,346)105 (2,260)1,817 
Other comprehensive income (loss)(7,257)(2,796)(19,609)6,841 
Comprehensive income$23,989 $21,175 $32,145 $43,877 
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 4 -

INTEGER HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 Six Months Ended
(in thousands)June 28,
2024
June 30,
2023
Cash flows from operating activities:
Net income$51,754 $37,036 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization53,410 48,569 
Debt related charges included in interest expense1,869 6,118 
Inventory step-up amortization1,056  
Stock-based compensation12,614 11,603 
Non-cash lease expense4,622 5,473 
Non-cash (gain) loss on equity investments(1,129)21 
Contingent consideration fair value adjustment (265)
Other non-cash (gains) losses1,408 (1,437)
Deferred income taxes (4)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable3,465 (9,742)
Inventories(27,235)(21,646)
Prepaid expenses and other assets(744)1,308 
Contract assets(11,666)(7,983)
Accounts payable7,069 797 
Accrued expenses and other liabilities(16,155)1,781 
Income taxes(9,864)(9,296)
Net cash provided by operating activities70,474 62,333 
Cash flows from investing activities:
Acquisition of property, plant and equipment(60,252)(57,416)
Proceeds from sale of property, plant and equipment 50 
Acquisitions, net of cash acquired(138,544) 
Net cash used in investing activities(198,796)(57,366)
Cash flows from financing activities:
Principal payments of term loans (398,438)
Proceeds from issuance of convertible notes, net of discount 486,250 
Proceeds from revolving credit facility208,500 229,604 
Payments of revolving credit facility(51,500)(263,443)
Purchase of capped calls (35,000)
Payment of debt issuance costs (2,181)
Proceeds from the exercise of stock options742 1,948 
Tax withholdings related to net share settlements of restricted stock unit awards(10,625)(2,930)
Contingent consideration payments (7,660)
Principal payments on finance leases(8,956)(557)
Other financing activities607  
Net cash provided by financing activities138,768 7,593 
Effect of foreign currency exchange rates on cash and cash equivalents17 1,783 
Net increase in cash and cash equivalents10,463 14,343 
Cash and cash equivalents, beginning of period23,674 24,272 
Cash and cash equivalents, end of period$34,137 $38,615 
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 5 -

INTEGER HOLDINGS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
 Three Months EndedSix Months Ended
(in thousands)June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Total stockholders’ equity, beginning balance$1,525,011 $1,417,936 $1,519,042 $1,417,456 
Common stock and additional paid-in capital
Balance, beginning of period725,281 709,204 727,468 731,426 
Stock awards exercised or vested(856)1,043 (9,891)(1,031)
Stock-based compensation5,766 5,501 12,614 11,603 
Capped calls related to the issuance of convertible notes, net of tax   (26,250)
Balance, end of period730,191 715,748 730,191 715,748 
Retained earnings
Balance, beginning of period791,859 693,766 771,351 680,701 
Net income31,246 23,971 51,754 37,036 
Balance, end of period823,105 717,737 823,105 717,737 
Accumulated other comprehensive income
Balance, beginning of period7,871 14,966 20,223 5,329 
Other comprehensive income (loss)(7,257)(2,796)(19,609)6,841 
Balance, end of period614 12,170 614 12,170 
Total stockholders’ equity, ending balance$1,553,910 $1,445,655 $1,553,910 $1,445,655 
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 6 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(1.)    BASIS OF PRESENTATION
Integer Holdings Corporation (together with its consolidated subsidiaries, “Integer” or the “Company”) is a publicly-traded corporation listed on the New York Stock Exchange under the symbol “ITGR.” Integer is a medical device contract development and manufacturing organization primarily serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. Integer is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. The Company also develops custom power solutions for high-end niche applications in energy, military, and environmental markets. The Company’s customers include large multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries.
The accompanying condensed consolidated financial statements are presented in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC") and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the Company’s Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2023.
In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates.
The second quarter and first six months of 2024 ended on June 28, 2024 and consisted of 91 days and 180 days, respectively. The second quarter and first six months of 2023 ended on June 30, 2023 and consisted of 91 days and 181 days, respectively.
Factoring Arrangements
The Company has receivable factoring arrangements, pursuant to which certain receivables may be sold on a non-recourse basis to financial institutions. Transactions under the receivables factoring arrangements are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under these arrangements, the Company does not maintain any beneficial interest in the receivables sold. Once sold, the receivables are no longer available to satisfy creditors in the event of bankruptcy. Sale proceeds are reflected in Cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. Factoring fees are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. During the six months ended June 28, 2024 and June 30, 2023, the Company sold accounts receivable of $116.8 million and $50.3 million, respectively. During the three and six months ended June 28, 2024, the Company recorded factoring fees of $0.4 million and $0.8 million, respectively. Factoring fees were $0.4 million for the three and six months ended June 30, 2023.
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. Fees for supplier financing arrangements are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. During the six months ended June 28, 2024 and June 30, 2023, the Company sold and de-recognized accounts receivable and collected cash of $76.2 million and $64.0 million, respectively. The Company recorded costs associated with the supplier financing arrangements of $0.6 million and $1.1 million, respectively, for the three and six months ended June 28, 2024, compared to $0.4 million and $0.8 million, respectively, for the three and six months ended June 30, 2023.
- 7 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


(1.)    BASIS OF PRESENTATION (Continued)
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The Company evaluated all recent accounting pronouncements issued, including those that are currently effective, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, that are of significance, or potential significance, to the Company.
(2.)    BUSINESS ACQUISITIONS
2024 Acquisition
On January 5, 2024, the Company acquired 100% of the outstanding capital stock of Pulse Technologies, Inc. (“Pulse”), a privately-held technology, engineering and contract manufacturing company focused on complex micro machining of medical device components for high growth structural heart, heart pump, electrophysiology, leadless pacing, and neuromodulation markets. Based in Pennsylvania, Pulse also provides proprietary advanced technologies, including hierarchical surface restructuring (HSRTM), scratch-free surface finishes, and titanium nitride coatings. Consistent with the Company’s tuck-in acquisition strategy, the acquisition of Pulse further increases the Company’s end-to-end development capabilities and manufacturing footprint in targeted growth markets and provides customers with expanded capabilities, capacity and resources to accelerate the time to market for customer products. The Company funded the purchase price with borrowings under its Revolving Credit Facility (as defined below) during the first quarter of 2024. Pulse is included in the Company’s Medical segment.
The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed 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 that the Condensed 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 preliminary allocation of the purchase price may change in the future, including in ways which could be material.
The total consideration transferred was $142.3 million, including contingent consideration, working capital and other purchase price adjustments. The Company recorded contingent consideration with an estimated acquisition date fair value of $3.6 million, representing the Company’s obligation, under the purchase agreement, to make an additional payment of up to $20.0 million based on a specified revenue growth milestone being met in 2025. During the first six months of 2024, the Company recorded measurement period adjustments, inclusive of working capital and other closing adjustments, resulting in decreases to goodwill and current liabilities. The measurement period adjustments recorded during the first six months of 2024 were not 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 (excluding inventory)$7,456 
Inventory8,612 
Property, plant and equipment25,950 
Goodwill38,058 
Definite-lived intangible assets64,000 
Finance lease assets7,964 
Current liabilities(1,760)
Finance lease liabilities(7,936)
Fair value of net assets acquired$142,344 
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.
- 8 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(2.)    BUSINESS ACQUISITIONS (Continued)
Current Assets and Liabilities
The fair value of current assets and liabilities, excluding inventory, was assumed to approximate their carrying value as of the acquisition date due to the short-term nature of these assets and liabilities.
The fair value of in-process and finished goods inventory acquired was estimated by applying a version of the income approach called the comparable sales method. This approach estimates the fair value of the assets by calculating the potential revenue generated from selling the inventory and subtracting from it the costs related to the completion and sale of that inventory and a reasonable profit allowance for these remaining efforts. Net book value was deemed to be a reasonable proxy for the fair value of raw materials. Based upon this methodology, the Company recorded the inventory acquired at fair value resulting in an increase in inventory of $1.1 million.
Property, Plant and Equipment
The fair value of Property, Plant and Equipment 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 a finance lease liability and finance lease right-of-use asset for a manufacturing facility in accordance with ASC 842, Leases. The lease terms were determined to be at-market as of the acquisition date.
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 Pulse acquisition was allocated to the Medical segment and is 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$48,000 20.013.0%
Technology16,000 10.013.0%
$64,000 
Customer Lists - Customer lists represent the estimated fair value of contractual and non-contractual customer relationships Pulse had as of the acquisition date. 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 5.0%, 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 Pulse 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 7.5%. The estimated useful life of the technology is based upon management’s estimate of the product life cycle associated with the technology before it will be replaced by new technologies.
Contingent Consideration - As part of the Pulse acquisition, the Company may be required to pay additional consideration based on a specified revenue growth milestone being met in 2025. Any amounts earned will be payable in 2026. The contingent consideration is classified as Level 3 in the fair value hierarchy and the fair value is measured based on a Monte Carlo simulation utilizing projections about future performance. Significant inputs include revenue volatility of 11%, a discount rate of 12% and projected financial information. See Note 13, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration.
- 9 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(2.)    BUSINESS ACQUISITIONS (Continued)
2023 Acquisition
Effective as of October 1, 2023, the Company acquired substantially all of the assets and assumed certain liabilities of InNeuroCo, Inc. (“InNeuroCo”), a privately-held company based in Florida. InNeuroCo is a recognized leader in neurovascular catheter innovation with strong development and manufacturing capabilities. InNeuroCo’s expertise and highly differentiated neurovascular catheter innovation complements the Company’s existing capabilities and market focus. Consistent with the Company’s strategy, the addition of InNeuroCo further increases Integer’s ability to provide enhanced solutions to its customers in the neurovascular catheter space. The Company funded the purchase price with borrowings under its Revolving Credit Facility. InNeuroCo is included in the Company’s Medical segment.
The total consideration transferred was $44.5 million, which consists of an initial cash payment of $43.6 million and $0.9 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 $13.5 million based on specified annual revenue growth milestones being met through 2027, and a one-time contingent payment to be made based on cumulative revenue amounts through 2027 exceeding a specified revenue target.
The cost of the acquisition was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. From the date of acquisition through the quarter ended June 28, 2024, the Company recorded measurement period adjustments to update the allocation of the purchase price to certain current assets and, based on analysis of information as of the acquisition date, reduced goodwill by $2.2 million. 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 (excluding inventory)$6,924 
Inventory5,376 
Property, plant and equipment3,436 
Goodwill20,989 
Definite-lived intangible assets9,200 
Operating lease assets2,072 
Current liabilities(2,331)
Operating lease liabilities(1,157)
Fair value of net assets acquired$44,509 
Intangible Assets
The purchase price was allocated to intangible assets as follows (dollars in thousands):
Definite-lived Intangible AssetsFair Value Assigned
Customer lists$4,000 
Technology5,200 
$9,200 
- 10 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(2.)    BUSINESS ACQUISITIONS (Continued)
Actual and Pro Forma disclosures
The following table presents (in thousands) pro forma results of operations for the three and six months ended June 30, 2023 as if Pulse and InNeuroCo had been included in the Company’s financial results as of the beginning of fiscal year 2023. The pro forma results include the historical results of operations of the Company, Pulse and InNeuroCo, as well as adjustments for additional amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisitions. These pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future.
Three Months Ended
June 30, 2023
Six Months Ended
June 30, 2023
Sales$415,836 $811,346 
Net income21,337 28,005 
The results of operations from the Pulse acquisition have been included in the Company’s Medical segment since the acquisition date. From the date of acquisition through three and six months ended June 28, 2024, sales related to Pulse were $10.5 million and $21.1 million, respectively, and earnings were not material.
Acquisition costs
During the three and six months ended June 28, 2024, direct costs of the Pulse and InNeuroCo acquisitions of $0.1 million and $5.7 million, respectively, were expensed as incurred and included in Restructuring and other charges in the Condensed Consolidated Statements of Operations and Comprehensive Income. There were no direct costs incurred for these acquisitions during the three and six months ended June 30, 2023.
(3.)    SUPPLEMENTAL CASH FLOW INFORMATION
The following is supplemental information relating to the Condensed Consolidated Statements of Cash Flows (in thousands):
Six Months Ended
June 28,
2024
June 30,
2023
Noncash investing and financing activities:
Property, plant and equipment purchases included in accounts payable$11,791 $9,059 
Supplemental lease disclosures:
Assets acquired under operating leases4,104 912 
Assets acquired under finance leases5,862 331 
(4.)    INVENTORIES
Inventories comprise the following (in thousands):
June 28,
2024
December 31,
2023
Raw materials$124,509 $115,887 
Work-in-process131,822 106,032 
Finished goods16,004 17,797 
Total$272,335 $239,716 
- 11 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(5.)     GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
The changes in the carrying amount of goodwill by reportable segment for the six months ended June 28, 2024 were as follows (in thousands):
MedicalNon- MedicalTotal
December 31, 2023$994,007 $17,000 $1,011,007 
Pulse acquisition (Note 2)38,094  38,094 
Acquisition-related adjustments (Note 2)(36)(36)
Foreign currency translation(6,882) (6,882)
June 28, 2024$1,025,183 $17,000 $1,042,183 
As of December 31, 2023, the fair value of the Non-Medical reporting unit did not significantly exceed its carrying value. The Company has continued, and will continue, to monitor the performance of the Non-Medical reporting unit, as benchmarked against its long-term financial plan, and evaluate industry and Company-specific circumstances which affect the financial results of this reporting unit. At June 28, 2024, the Company concluded that no events or changes in circumstances have occurred which would indicate that the fair value of the Non-Medical reporting unit has more likely than not been reduced below its carrying amount.
The long-term financial plan for the Non-Medical reporting unit, which underlies the above conclusion, contains numerous assumptions including, but not limited to: macro-economic conditions, market and industry conditions, cost factors, the competitive environment, and the operational stability and overall financial performance of the reporting unit. If the Non-Medical reporting unit does not achieve the financial performance that the Company expects, it is reasonably possible that an impairment of goodwill may result in future periods.
Intangible Assets
See Note 2, “Business Acquisitions” for additional details regarding intangible assets acquired during 2024. Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
June 28, 2024
Definite-lived:
Purchased technology and patents$304,657 $(202,854)$101,803 
Customer lists877,757 (269,481)608,276 
Amortizing tradenames and other20,446 (7,086)13,360 
Total amortizing intangible assets$1,202,860 $(479,421)$723,439 
Indefinite-lived:
Trademarks and tradenames$90,288 
December 31, 2023
Definite-lived:
Purchased technology and patents$291,142 $(196,388)$94,754 
Customer lists837,453 (253,267)584,186 
Amortizing tradenames and other21,035 (7,117)13,918 
Total amortizing intangible assets$1,149,630 $(456,772)$692,858 
Indefinite-lived:
Trademarks and tradenames$90,288 
- 12 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(5.)     GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Aggregate intangible asset amortization expense comprises the following (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Cost of sales$3,707 $4,037 $8,056 $8,014 
Selling, general and administrative expenses9,991 9,070 19,079 18,017 
Total intangible asset amortization expense$13,698 $13,107 $27,135 $26,031 
Estimated future intangible asset amortization expense based on the carrying value as of June 28, 2024 is as follows (in thousands):
Remainder of 20242025202620272028After 2028
Amortization Expense$27,739 $54,052 $53,330 $51,838 $50,032 $486,448 
(6.)     DEBT
Long-term debt comprises the following (in thousands):
 June 28, 2024December 31, 2023
Principal AmountUnamortizedDiscounts and Issuance CostsNet Carrying AmountPrincipal AmountUnamortizedDiscounts and Issuance CostsNet Carrying Amount
Senior Secured Credit Facilities:
Revolving credit facilities$256,000 $ $256,000 $99,000 $ $99,000 
Term loan A375,000 (1,498)373,502 375,000 (1,687)373,313 
2028 Convertible Notes500,000 (10,973)489,027 500,000 (12,388)487,612 
Total$1,131,000 $(12,471)$1,118,529 $974,000 $(14,075)$959,925 
Current portion of long-term debt  
Long-term debt$1,118,529 $959,925 
In September 2021, the Company entered into a credit agreement (the “2021 Credit Agreement”), governing the Company’s senior secured credit facilities (the “Senior Secured Credit Facilities”). In February 2023, the Company issued $500 million aggregate principal amount of 2.125% Convertible Senior Notes due in 2028 (the “2028 Convertible Notes”). For additional details about the Senior Secured Credit Facilities, the 2028 Convertible Notes and the Capped Call Transactions as defined below, refer to Note 8, “Debt” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Third Amendment to the 2021 Credit Agreement
On July 1, 2024, the Company entered into a third amendment (the “Third Amendment”) to the 2021 Credit Agreement. The Third Amendment amended the terms of the 2021 Credit Agreement to increase the maximum borrowing capacity of the Company under the Revolving Credit Facility pursuant to the 2021 Credit Agreement by $300 million from $500 million to $800 million. All other terms of the 2021 Credit Agreement remain unchanged.
Senior Secured Credit Facilities
As of June 28, 2024, the Company maintained Senior Secured Credit Facilities consisting of a five-year $500 million revolving credit facility (the “Revolving Credit Facility”) and a five-year “term A” loan (the “TLA Facility”).
- 13 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(6.)     DEBT (Continued)
Revolving Credit Facility
The Revolving Credit Facility matures on February 15, 2028. As of June 28, 2024, the Company had available borrowing capacity on the Revolving Credit Facility of $240.5 million after giving effect to $256.0 million of outstanding borrowings and $3.5 million of outstanding standby letters of credit. Borrowings under the Revolving Credit Facility bear interest at a rate based on the secured overnight financing rate for the applicable interest period plus an adjustment of 0.10% per annum, in relation to any loan in U.S. dollars, and the Euro Interbank Offered Rate, in relation to any loan in Euros, plus a margin based on the Company’s Secured Net Leverage Ratio (as defined in the 2021 Credit Agreement). In addition, the Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which ranges between 0.15% and 0.25%, depending on the Company’s Secured Net Leverage Ratio. As of June 28, 2024, the weighted average interest rate on outstanding borrowings under the Revolving Credit Facility was 6.94% and the commitment fee on the unused portion of the Revolving Credit Facility was 0.18%.
TLA Facility
The TLA Facility matures on February 15, 2028, and requires quarterly installments. The quarterly principal installments under the TLA Facility increase over the term of the loan. During 2023, the Company prepaid the contractual amounts due on the TLA Facility through the second quarter of 2025. The interest rate terms for the TLA Facility are the same as those described above for the Revolving Credit Facility borrowings in U.S. dollars. As of June 28, 2024, the interest rate on the TLA Facility was 6.94%.
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 the Company to not exceed a specified maximum Total Net Leverage Ratio (as defined in the 2021 Credit Agreement) and an interest coverage ratio as of the end of each fiscal quarter. As of June 28, 2024, the Company was in compliance with these financial covenants.
Contractual principal maturities under the Senior Secured Credit Facilities as of June 28, 2024, are as follows (in thousands):
Remainder of 20242025202620272028
Future minimum principal payments$ $10,000 $27,500 $30,000 $563,500 
2028 Convertible Notes
In February 2023, the Company issued the 2028 Convertible Notes with an aggregate principal amount of $500 million in a private offering, which aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $65 million principal amount of the 2028 Convertible Notes. The 2028 Convertible Notes were issued pursuant to an indenture dated as of February 3, 2023, by and between the Company and Wilmington Trust, National Association, as trustee.
The 2028 Convertible Notes are senior unsecured obligations of the Company, which bear interest at a fixed rate of 2.125% per annum, payable semiannually in arrears on February 15 and August 15 of each year. The 2028 Convertible Notes will mature on February 15, 2028 unless repurchased, redeemed, or converted in accordance with their terms prior to such date and do not contain financial maintenance covenants. The 2028 Convertible Notes are convertible at an initial conversion rate of 11.4681 shares of the Company’s common stock per $1,000 principal amount of the 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $87.20 per share of common stock. The conversion rate is subject to standard anti-dilutive adjustments and adjustments upon the occurrence of specified events.
The Company may not redeem the 2028 Convertible Notes prior to February 20, 2026. The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at its option, on or after February 20, 2026 and prior to February 15, 2028, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
- 14 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(6.)     DEBT (Continued)
Holders of the 2028 Convertible Notes may convert all or a portion of their 2028 Convertible Notes at their option prior to November 15, 2027, in multiples of $1,000 principal amounts, only under the following circumstances:
during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the indenture governing the 2028 Convertible Notes) per $1,000 principal amount of the 2028 Convertible Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day;
if the Company calls any or all of the 2028 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
upon the occurrence of specified corporate events.
On or after November 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2028 Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.
Upon conversion, the 2028 Convertible Notes will be settled in cash up to the aggregate principal amount of the 2028 Convertible Notes to be converted, and in cash, shares of the Company’s common stock or a combination thereof, at the Company’s option, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2028 Convertible Notes being converted. If the Company undergoes a fundamental change (as defined in the indenture governing the 2028 Convertible Notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2028 Convertible Notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2028 Convertible Note in connection with such corporate event or during the relevant redemption period.
As of June 28, 2024, the conditions allowing holders of the 2028 Convertible Notes to convert had been met and, therefore, the 2028 Convertible Notes became eligible for conversion at the option of the holders beginning on July 1, 2024 and ending at the close of business on September 30, 2024. Any determination regarding the convertibility of the 2028 Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the 2028 Convertible Notes. If a conversion request occurs, the Company has the intent and ability to refinance the amounts that may become due with respect to the 2028 Convertible Notes using the available borrowing capacity under the Revolving Credit Facility after entry into the Third Amendment to the 2021 Credit Agreement on July 1, 2024. As such, these obligations with respect to the 2028 Convertible Notes continue to be classified as a long-term liability on the Condensed Consolidated Balance Sheet at June 28, 2024.
The 2028 Convertible Notes are accounted for as a single liability measured at amortized cost. The discount and issuance costs related to the 2028 Convertible Notes are being amortized to interest expense over the contractual term of the 2028 Convertible Notes at an effective interest rate of 2.76%.
Capped Call Transactions
In connection with the issuance of the 2028 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions. The Capped Calls are expected generally to reduce the potential dilution to the Company’s common stock in connection with any conversion of the 2028 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2028 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the strike price of written warrants. The initial upper strike price of the Capped Calls is $108.59 per share and is subject to certain adjustments under the terms of the Capped Calls.
- 15 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(7.)     STOCK-BASED COMPENSATION
The Company maintains certain stock-based compensation plans that were approved by the Company’s stockholders and are administered by the Board of Directors (the “Board”) or the Compensation and Organization Committee (the “Compensation Committee”) of the Board. The stock-based compensation plans provide for the granting of stock options, restricted stock awards, performance awards, time-based restricted stock units (“RSUs”), performance-based RSUs (“PRSUs”), stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers.
Stock-based Compensation Expense
The classification of stock-based compensation expense was as follows (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Cost of sales$823 $1,155 $2,084 $2,262 
Selling, general and administrative4,696 4,085 9,812 8,550 
Research, development and engineering232 259 683 728 
Restructuring and other charges15 2 35 63 
Total stock-based compensation expense$5,766 $5,501 $12,614 $11,603 
Stock Options
The following table summarizes the Company’s stock option activity for the six month period ended June 28, 2024:
Number of
Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
(In Years)
Aggregate
Intrinsic
Value
(In Millions)
Outstanding at December 31, 2023158,089 $40.35 
Exercised(16,621)44.65 
Outstanding and exercisable at June 28, 2024141,468 $39.84 2.5$10.7 
Time-Based Restricted Stock Units
Most RSUs granted to employees during the six months ended June 28, 2024 vest over a period of three years from the grant date, subject to the recipient’s continuous service to the Company. RSUs are issued to members of the Board as a portion of their annual retainer and vest quarterly over a period of one year. The grant-date fair value of all RSUs is equal to the closing market price of Integer common stock on the date of grant.
The following table summarizes RSU activity for the six month period ended June 28, 2024:
Time-Vested
Activity
Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2023349,755 $76.63 
Granted141,946 106.98 
Vested(143,773)79.08 
Forfeited(22,626)82.50 
Nonvested at June 28, 2024325,302 $88.38 
- 16 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(7.)     STOCK-BASED COMPENSATION (Continued)
Performance-Based Restricted Stock Units
For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares to be earned (0% to 200% of the target award) depends on the achievement of financial and market-based performance conditions. The financial performance conditions are based on the Company’s sales targets over a three year performance period. The market-based performance conditions are based on the Company’s achievement of a relative total shareholder return performance requirement, on a percentile basis, compared to a defined group of peer companies over a three year performance period, or contingent upon achieving specified stock price milestones over a five year performance period.
The following table summarizes PRSU activity for the six month period ended June 28, 2024:
Performance-
Vested
Activity
Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2023275,503 $84.57 
Granted78,246 110.54 
Performance adjustment(a)
111,590 93.38 
Vested(223,180)93.38 
Forfeited(3,786)83.02 
Nonvested at June 28, 2024238,373 $89.00 
__________
(a)Represents additional PRSUs earned related to above-target achievement of performance conditions, the achievement of which was based upon predefined performance targets established by the Compensation Committee at the initial grant date.
The Company uses a Monte Carlo simulation model to determine the grant-date fair value of awards with market-based performance conditions. The grant-date fair value of all other PRSUs is equal to the closing market price of Integer common stock on the date of grant. The weighted average fair value and assumptions used to value the PRSU awards granted with market-based performance conditions are as follows:
 Six Months Ended
 June 28,
2024
June 30,
2023
Weighted average fair value$117.96 $74.29 
Risk-free interest rate4.13 %3.79 %
Expected volatility34 %46 %
Expected life (in years)3.03.0
Expected dividend yield % %
The valuation of the market-based PRSUs granted during 2024 and 2023 also reflects a weighted average illiquidity discount of 8.00% and 11.23%, 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.
- 17 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(8.)     RESTRUCTURING AND OTHER CHARGES
Restructuring and other charges comprise the following (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Restructuring charges$1,103 $936 $2,531 $2,000 
Acquisition and integration costs
1,056 556 7,391 938 
Other general expenses(1,173)26 (1,055)109 
Total restructuring and other charges
$986 $1,518 $8,867 $3,047 
Restructuring programs
Operational excellence
The Company’s operational excellence initiatives mainly consist of costs associated with executing on its sales force, manufacturing, business process and performance excellence operational strategic imperatives. These projects focus on changing the Company’s organizational structure to match product line growth strategies and customer needs, transitioning its manufacturing process into a competitive advantage and standardizing and optimizing its business processes.
Strategic reorganization and alignment
The Company’s strategic reorganization and alignment initiatives primarily include those that align resources with market conditions and the Company’s strategic direction in order to enhance the profitability of its portfolio of products.
Manufacturing alignment to support growth
The Company’s manufacturing alignment to support growth initiatives are designed to reduce costs, improve operating efficiencies or increase capacity to accommodate growth, which may involve relocation or consolidation of manufacturing operations.
The following table comprises restructuring and restructuring-related charges by classification in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Restructuring charges:
Restructuring and other charges
$1,103 $936 $2,531 $2,000 
Restructuring-related expenses(a):
Cost of sales391 516 730 693 
Selling, general and administrative515 1,346 652 1,587 
Research, development and engineering168 318 169 641 
Total restructuring and restructuring-related charges
$2,177 $3,116 $4,082 $4,921 
__________
(a) Restructuring-related expenses primarily include retention bonuses, consulting expenses and professional fees.
- 18 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(8.)     RESTRUCTURING AND OTHER CHARGES (Continued)
The following table summarizes the activity for restructuring reserves (in thousands):
Operational
excellence
Strategic reorganization and alignmentManufacturing alignment to support growthTotal
December 31, 2023$21 $125 $1,290 $1,436 
Charges incurred, net of reversals1,104 181 1,246 2,531 
Cash payments(969)(248)(2,171)(3,388)
Non-cash adjustments  (339)(339)
June 28, 2024$156 $58 $26 $240 
Acquisition and integration costs
Acquisition and integration costs primarily consist of professional fees and other costs related to business acquisitions. During the six months ended June 28, 2024, acquisition and integration costs primarily related to the Pulse and InNeuroCo acquisitions. During the six months ended June 30, 2023, acquisition and integration costs primarily related to the Aran and Oscor acquisitions. Acquisition and integration costs for the six months ended June 30, 2023 included a benefit of $0.3 million to adjust the fair value of acquisition-related contingent consideration liabilities. See Note 13, “Financial Instruments and Fair Value Measurements” for additional information related to the fair value measurement of the contingent consideration.
Other general expenses
During the six months ended June 28, 2024 and June 30, 2023, the Company recorded expenses related to other initiatives not described above, which primarily include gains and losses in connection with the disposal of property, plant and equipment. In addition, during the second quarter of 2024 the Company recorded $1.2 million of loss recoveries relating to property damage which occurred in the fourth quarter of 2023 at one of its manufacturing facilities.
- 19 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(9.)    INCOME TAXES
The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, the Company continues to explore tax planning opportunities that may have a material impact on its effective tax rate.
The Company’s effective tax rate for the second quarter of 2024 was 21.9% on $40.0 million of income before taxes compared to 19.8% on $29.9 million of income before taxes for the same period in 2023. The Company’s effective tax rate for the six months ended June 28, 2024 was 20.1% on $64.8 million of income before taxes compared to 19.3% on $45.9 million of income before taxes for the same period of 2023. The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the second quarter and first six months of 2024 and 2023 is due principally to the net impact of the Company’s earnings outside the U.S., which are generally taxed at rates that differ from the U.S. federal rate, the Global Intangible Low-Taxed Income (“GILTI”) tax, the Foreign Derived Intangible Income (“FDII”) deduction, the availability of tax credits and the recognition of certain discrete tax items.
For the second quarter and first six months of 2024, the Company recorded discrete tax expense of $0.5 million and a discrete tax benefit of $0.3 million, respectively. The discrete tax expense for the second quarter of 2024 relates predominately to unfavorable return to provision adjustments attributable to certain foreign tax returns filed during the quarter. The net discrete tax benefit recorded for the six months of 2024 includes discrete tax amounts for the first quarter of 2024 predominately related to excess tax benefits, net of deductibility limitations, recognized upon vesting of RSUs. For the second quarter and first six months of 2023, the Company recorded discrete tax expense of $0.4 million and $0.5 million, respectively. The discrete tax expense for the second quarter and the six months of 2023 predominately related to unfavorable return to provision adjustments attributable to certain foreign tax returns filed during the quarter. The remainder of the discrete tax amounts relate predominately to excess tax benefits recognized upon vesting of RSUs during those periods partially offset by tax expense from shortfalls recorded for the forfeiture of certain PRSUs.
On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. The effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. The Company is continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries. The Company’s 2024 provision for income taxes includes the impact of the Pillar Two 15% Global Minimum Tax, with an enactment date of January 1, 2024.
Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts reflected in the financial statements. As of June 28, 2024, the Company had unrecognized tax benefits of approximately $6.5 million, substantially all of which would favorably impact the effective tax rate, net of federal benefit on state issues, if recognized. As of June 28, 2024, the Company believes it is reasonably possible that a reduction of approximately $0.5 million of the balance of unrecognized tax benefits may occur within the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements.
(10.)    COMMITMENTS AND CONTINGENCIES
Contingent Consideration Arrangements
The Company records contingent consideration liabilities related to the earn-out provisions for certain acquisitions. See Note 13, “Financial Instruments and Fair Value Measurements” for additional information.
Litigation
The Company is subject to litigation arising from time to time in the ordinary course of its business. The Company does not expect that the ultimate resolution of any pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows. However, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which the Company currently believes to be immaterial, will not become material in the future.
- 20 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(11.)    EARNINGS PER SHARE (“EPS”)
The following table sets forth a reconciliation of the information used in computing basic and diluted EPS (in thousands, except per share amounts):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Numerator for basic and diluted EPS:
Net income$31,246 $23,971 $51,754 $37,036 
Denominator for basic and diluted EPS:
Weighted average shares outstanding - Basic33,600 33,312 33,540 33,285 
Dilutive effect of share-based awards476 374 481 346 
Dilutive impact of convertible notes1,453  1,243  
Weighted average shares outstanding - Diluted35,529 33,686 35,264 33,631 
Basic EPS$0.93 $0.72 $1.54 $1.11 
Diluted EPS$0.88 $0.71 $1.47 $1.10 
The diluted weighted average share calculations do not include the following securities, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
RSUs3  2 2 
PRSUs41 83 41 108 
The dilutive effect for the Company's 2028 Convertible Notes is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the 2028 Convertible Notes, to settle the principal amount of the 2028 Convertible Notes in cash and may elect to settle the remaining conversion obligation (the in-the-money portion) in cash, shares of the Company's common stock, or a combination thereof. Because the principal amount of the 2028 Convertible Notes must be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any, of the 2028 Convertible Notes. During the three and six months ended June 30, 2023, the potential conversion of the 2028 Convertible Notes was not included in the diluted earnings per share calculation because the conversion feature in the 2028 Convertible Notes was out of the money and all associated shares were antidilutive.
- 21 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(12.)     STOCKHOLDERS’ EQUITY
Common Stock
The following is a summary of the number of shares of common stock issued and outstanding for the six month periods ended June 28, 2024 and June 30, 2023:
Six Months Ended
June 28,
2024
June 30,
2023
Shares outstanding at beginning of period33,329,648 33,169,778 
Stock options exercised16,621 58,413 
Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes184,910 79,889 
Shares outstanding at end of period33,531,179 33,308,080 
Accumulated Other Comprehensive Income
Accumulated other comprehensive income (“AOCI”) comprises the following (in thousands):
Defined
Benefit
Plan
Liability
Cash
Flow
Hedges
Foreign
Currency
Translation
Adjustment
Total
Pre-Tax
Amount
TaxNet-of-Tax
Amount
March 29, 2024$(28)$3,528 $5,091 $8,591 $(720)$7,871 
Unrealized loss on cash flow hedges— (3,797)— (3,797)797 (3,000)
Realized gain on foreign currency hedges— (439)— (439)93 (346)
Foreign currency translation loss— — (3,911)(3,911) (3,911)
June 28, 2024$(28)$(708)$1,180 $444 $170 $614 
December 31, 2023$(28)$2,153 $18,529 $20,654 $(431)$20,223 
Unrealized loss on cash flow hedges— (1,991)— (1,991)418 (1,573)
Realized gain on foreign currency hedges— (870)— (870)183 (687)
Foreign currency translation loss— — (17,349)(17,349) (17,349)
June 28, 2024$(28)$(708)$1,180 $444 $170 $614 
March 31, 2023$(346)$3,927 $12,075 $15,656 $(690)$14,966 
Unrealized gain on cash flow hedges— 2,126 — 2,126 (447)1,679 
Realized gain on foreign currency hedges— (1,318)— (1,318)277 (1,041)
Realized gain on interest rate swap hedge— (675)— (675)142 (533)
Foreign currency translation loss— — (2,901)(2,901) (2,901)
June 30, 2023$(346)$4,060 $9,174 $12,888 $(718)$12,170 
December 31, 2022$(346)$1,760 $4,150 $5,564 $(235)$5,329 
Unrealized gain on cash flow hedges— 5,572 — 5,572 (1,170)4,402 
Realized gain on foreign currency hedges— (2,010)— (2,010)422 (1,588)
Realized gain on interest rate swap hedge— (1,262)— (1,262)265 (997)
Foreign currency translation gain— — 5,024 5,024  5,024 
June 30, 2023$(346)$4,060 $9,174 $12,888 $(718)$12,170 
- 22 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments and contingent consideration. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.
The Company is exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates, and may use derivatives to manage these exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets.
The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands):
Fair ValueQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
June 28, 2024
Assets: Foreign currency hedging contracts$313 $ $313 $ 
Liabilities: Foreign currency hedging contracts1,021  1,021  
Liabilities: Contingent consideration4,454   4,454 
December 31, 2023
Assets: Foreign currency hedging contracts$2,153 $ $2,153 $ 
Liabilities: Contingent consideration876   876 
Derivatives Designated as Hedging Instruments
Foreign Currency Contracts
The Company periodically enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate fluctuations in its international operations. The Company has designated these foreign currency forward contracts as cash flow hedges.
Information regarding outstanding foreign currency forward contracts as of June 28, 2024 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$25,911 Dec 20241.0807Euro$(99)Accrued expenses and other current liabilities
10,004 Dec 20240.0246UYU Peso286 Prepaid expenses and other current assets
46,418 Jun 20250.0542MXN Peso$(922)Accrued expenses and other current liabilities
8,655 Dec 20250.0506MXN Peso27 Other long-term assets
Information regarding outstanding foreign currency forward contracts as of December 31, 2023 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$51,389 Dec 20241.0831Euro$1,389 Prepaid expenses and other current assets
19,392 Dec 20240.0566MXN Peso182 Prepaid expenses and other current assets
19,201 Dec 20240.0248UYU Peso582 Prepaid expenses and other current assets
- 23 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The following tables present the effect of cash flow hedge derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 28, 2024 and June 30, 2023 (in thousands):
Three Months Ended
June 28, 2024June 30, 2023
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$436,202 $(76)$400,044 $(83)
Cost of sales316,809 449 294,240 1,384 
Operating expenses64,207 66 64,228 17 
Interest expense15,278  11,459 675 
Six Months Ended
June 28, 2024June 30, 2023
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$851,007 $(66)$778,829 $(134)
Cost of sales621,774 806 576,352 2,092 
Operating expenses134,770 130 126,735 52 
Interest expense29,949  28,713 1,262 

Unrealized Gain (Loss) Recognized in OCIRealized Gain (Loss) Reclassified from AOCI
Three Months Ended
Location in Statements of Operations and Comprehensive
 Income
Three Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Interest rate swap$ $6 Interest expense$ $675 
Foreign exchange contracts(295)364 Sales(76)(83)
Foreign exchange contracts(3,209)1,739 Cost of sales449 1,384 
Foreign exchange contracts(293)17 Operating expenses66 17 
Six Months Ended
Location in Statements of Operations and Comprehensive
 Income
Six Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Interest rate swap$ $ Interest expense$ $1,262 
Foreign exchange contracts(1,554)513 Sales(66)(134)
Foreign exchange contracts(493)5,014 Cost of sales806 2,092 
Foreign exchange contracts56 45 Operating expenses130 52 
The Company expects to reclassify net losses totaling $0.7 million related to its cash flow hedges from AOCI into earnings during the next twelve months.
- 24 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(13.)     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 June 28, 2024 and December 31, 2023, the Company had total gross notional amounts of $25.0 million and $23.0 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. Gains/losses on foreign currency contracts not designated as hedging instruments are included in Other (gain) loss, net on the Condensed Consolidated Statements of Operations and Comprehensive Income. The Company recorded net losses of $0.3 million and $1.2 million, respectively, for the three and six months ended June 28, 2024, compared to net losses of approximately $0.1 million for the three and six months ended June 30, 2023. 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
The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three and six months ended June 28, 2024 and June 30, 2023 (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Fair value measurement at beginning of period$4,454 $11,732 $876 $11,756 
Amount recorded for current year acquisitions
  3,578  
Fair value measurement adjustment   (265)
Payments
 (11,177) (11,177)
Foreign currency translation   241 
Fair value measurement at end of period$4,454 $555 $4,454 $555 
The contingent consideration at June 28, 2024 is the estimated fair value of the Company’s remaining obligations, under the purchase agreements for Pulse and InNeuroCo, to make additional payments if certain revenue goals are met. As of June 28, 2024 and December 31, 2023, the contingent consideration liability of $4.5 million and $0.9 million, respectively, was non-current and included in Other long-term liabilities on the Condensed Consolidated Balance Sheets.
On January 5, 2024, the Company acquired 100% of the outstanding capital stock of Pulse. The fair value of the contingent consideration liability relating to the acquisition of Pulse was $3.6 million at the date of acquisition and at June 28, 2024. See Note 2, “Business Acquisitions,” for additional information about the Pulse acquisition and related contingent consideration.
Effective as of October 1, 2023, the Company acquired certain assets and assumed certain liabilities of InNeuroCo. The fair value of the contingent consideration liability relating to the InNeuroCo acquisition was $0.9 million at the date of acquisition and at June 28, 2024. See Note 2, “Business Acquisitions,” for additional information about the InNeuroCo acquisition and related contingent consideration.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these items.
Borrowings under the Company’s Revolving Credit Facility and TLA Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments.
As of June 28, 2024 and December 31, 2023, the estimated fair value of the 2028 Convertible Notes was approximately $711 million and $635 million, respectively. The estimated fair value of the 2028 Convertible Notes was determined through consideration of quoted market prices. The fair value of the 2028 Convertible Notes is categorized in Level 2 of the fair value hierarchy.
- 25 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Equity Investments
The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Condensed Consolidated Balance Sheets.
Equity investments comprise the following (in thousands):
June 28,
2024
December 31,
2023
Equity method investment$8,900 $7,771 
Non-marketable equity securities427 427 
Total equity investments
$9,327 $8,198 
The components of (Gain) loss on equity investments for each period were as follows (in thousands):
Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Equity method investment (gain) loss$7 $(134)$(1,129)$21 
The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of June 28, 2024, the Company owned 7.3% of this fund.
- 26 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(14.)     SEGMENT INFORMATION
The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. This segment structure reflects the financial information and reports used by the Company’s management, specifically its Chief Operating Decision Maker, to make decisions regarding the Company’s business, including resource allocations and performance assessments. This segment structure reflects the Company’s current operating focus in compliance with ASC 280, Segment Reporting. For purposes of segment reporting, intercompany sales between segments are not material.
The following table presents sales by product line (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Segment sales by product line:
Medical
Cardio & Vascular$231,335 $208,494 $453,171 $399,697 
Cardiac Rhythm Management & Neuromodulation
167,635 153,411 323,892 298,550 
Advanced Surgical, Orthopedics & Portable Medical28,408 27,206 57,529 55,130 
Total Medical427,378 389,111 834,592 753,377 
Non-Medical8,824 10,933 16,415 25,452 
Total sales$436,202 $400,044 $851,007 $778,829 
The following table presents income for the Company’s reportable segments (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Segment income:
Medical$81,410 $68,497 $153,763 $123,303 
Non-Medical508 278 807 4,304 
Total segment income81,918 68,775 154,570 127,607 
Unallocated operating expenses
(26,732)(27,199)(60,107)(51,865)
Operating income55,186 41,576 94,463 75,742 
Unallocated expenses, net(15,158)(11,684)(29,700)(29,853)
Income before taxes$40,028 $29,892 $64,763 $45,889 
- 27 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(15.)    REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregated Revenue
In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations. For a summary by disaggregated product line sales for each segment, refer to Note 14, “Segment Information.”
Revenue recognized from products and services transferred to customers over time represented 32% and 33%, respectively, of total revenue for the three and six months ended June 28, 2024, compared to 27% for the three and six months ended June 30, 2023. Substantially all of the revenue recognized from products and services transferred to customers over time during the periods presented was within the Medical segment.
The following tables present revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues.
Three Months Ended
June 28, 2024June 30, 2023
CustomerMedicalNon-Medical MedicalNon-Medical
Customer A17%*17%*
Customer B16%*17%*
Customer C14%*13%*
Customer D*22%*20%
Customer E*10%**
Customer F*12%**
All other customers53%56%53%80%
Six Months Ended
June 28, 2024June 30, 2023
CustomerMedicalNon-MedicalMedicalNon-Medical
Customer A17%*18%*
Customer B15%*17%*
Customer C14%*13%*
Customer D*20%*21%
Customer E*12%**
Customer F*10%**
All other customers54%58%52%79%
__________
* Less than 10% of segment’s total revenues for the period.
- 28 -


INTEGER HOLDINGS CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
(15.)    REVENUE FROM CONTRACTS WITH CUSTOMERS
The following tables present revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped.
Three Months Ended
June 28, 2024June 30, 2023
Ship to LocationMedicalNon-Medical MedicalNon-Medical
United States56%59%54%64%
Canada***12%
All other countries44%41%46%24%
Six Months Ended
June 28, 2024June 30, 2023
Ship to LocationMedicalNon-MedicalMedicalNon-Medical
United States57%58%54%62%
Canada*11%*11%
United Kingdom*11%**
All other countries43%20%46%27%
__________
* Less than 10% of segment’s total revenues for the period.
Contract Balances
The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):
June 28,
2024
December 31,
2023
Contract assets$97,212 $85,871 
Contract liabilities5,066 6,142 
During the three and six months ended June 28, 2024, the Company recognized $1.3 million and $2.8 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2023. During the three and six months ended June 30, 2023, the Company recognized $1.3 million and $2.7 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2022.
- 29 -


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q should be read in conjunction with the disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2023. In addition, please read this section in conjunction with our Condensed Consolidated Financial Statements and Notes to Condensed Consolidated Financial Statements contained herein.
Cautionary Note Regarding Forward-Looking Statements
Some statements contained in this report and other written and oral statements made from time to time by us and our representatives are not statements of historical or current fact. As such, they are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current expectations, and these statements are subject to known and unknown risks, uncertainties and assumptions. Forward-looking statements include, but are not limited to, statements relating to:
future development and expected growth of our business and industry;
our ability to execute our business model and our business strategy;
having available sufficient cash and borrowing capacity to meet working capital, debt service and capital expenditure requirements for the next twelve months;
our ability to refinance amounts that may become due upon a request for conversion of the 2028 Convertible Notes;
whether the fair value of the Non-Medical reporting unit has been reduced below its carrying value; and
projected contractual debt service obligations.
You can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “forecast,” “outlook,” “assume,” “potential” or “continue” or variations or the negative counterparts of these terms or other comparable terminology. These statements are only predictions and are not guarantees of future performance, and investors should not place undue reliance on forward-looking statements as predictive of future results. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary factors and to others contained throughout this report.
Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties that arise from time to time are described in Item 1A “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the SEC and include the following:
operational risks, such as our dependence upon a limited number of customers; pricing pressures and contractual pricing restraints we face from customers; our reliance on third-party suppliers for raw materials, key products and subcomponents; interruptions in our manufacturing operations; our ability to attract, train and retain a sufficient number of qualified associates to maintain and grow our business; the potential for harm to our reputation and competitive advantage caused by quality problems related to our products; our dependence upon our information technology systems and our ability to prevent cyber-attacks and other failures; global climate change and the emphasis on Environmental, Social and Governance matters by various stakeholders; our dependence upon our senior management team and key technical personnel; our energy market revenues’ dependence on conditions in the historically volatile oil and natural gas industries; and consolidation in the healthcare industry resulting in greater competition;
strategic risks, such as the intense competition we face and our ability to successfully market our products; our ability to respond to changes in technology; our ability to develop new products and expand into new geographic and product markets; and our ability to successfully identify, make and integrate acquisitions to expand and develop our business in accordance with expectations;
- 30 -


INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
financial and indebtedness risks, such as our ability to accurately forecast future performance based on operating results that often fluctuate; our significant amount of outstanding indebtedness and our ability to remain in compliance with financial and other covenants under the credit agreement governing our Senior Secured Credit Facilities; economic and credit market uncertainties that could interrupt our access to capital markets, borrowings or financial transactions; the conditional conversion feature of the 2028 Convertible Notes adversely impacting our liquidity, the conversion of our 2028 Convertible Notes, if it were to occur, diluting ownership interests of existing holders of our common stock; the counterparty risk associated with our capped call transaction; the counter financial and market risks related to our international operations and sales; our complex international tax profile; and our ability to realize the full value of our intangible assets;
legal and compliance risks, such as regulatory issues resulting from product complaints, recalls or regulatory audits; the potential of becoming subject to product liability or intellectual property claims; our ability to protect our intellectual property and proprietary rights; our ability to comply with customer-driven policies and third-party standards or certification requirements; our ability to obtain and/or retain necessary licenses from third parties for new technologies; our ability and the cost to comply with environmental regulations; legal and regulatory risks from our international operations; the fact that the healthcare industry is highly regulated and subject to various regulatory changes; and our business being indirectly subject to healthcare industry cost containment measures that could result in reduced sales of our products; and
other risks and uncertainties that arise from time to time.
Except as may be required by applicable law, we disclaim any obligation to update forward-looking statements in this Form 10-Q whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.
In this Form 10-Q, references to “Integer,” “we,” “us,” “our” and the “Company” mean Integer Holdings Corporation and its subsidiaries, unless the context indicates otherwise.
Our Business
Integer Holdings Corporation is a leading medical device contract development and manufacturing organization primarily serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. As a strategic partner of choice to medical device companies and OEMs, we are committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. We also develop custom power solutions for high-end niche applications in energy, military, and environmental markets.
We organize our business into two reportable segments, Medical and Non-Medical, and derive our revenues from four principal product lines. The Medical segment includes the Cardio & Vascular, Cardiac Rhythm Management & Neuromodulation and Advanced Surgical, Orthopedics & Portable Medical product lines and the Non-Medical segment comprises the Electrochem product line. For more information on our segments, please refer to Note 14 “Segment Information” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report.
The second quarter and first six months of 2024 ended on June 28, 2024 and consisted of 91 days and 180 days, respectively. The second quarter and first six months of 2023 ended on June 30, 2023 and consisted of 91 days and 181 days, respectively.
Impact of Global Events
Global economic challenges, including the impact of military conflicts, severe and sustained inflation, a rising interest rate environment, fluctuations in global currencies, and supply chain disruptions may continue to cause economic uncertainty and volatility. The impact of these issues on our business will vary by geographic market and product line, but specific impacts to our business include increased borrowing costs, labor shortages, disruptions in the supply chain, delayed or reduced customer orders and sales, and delays in shipments to and from certain countries. We monitor economic conditions closely. In response to potential reductions in revenue, we can take actions to align our cost structure with changes in demand and manage our working capital. However, there can be no assurance as to the effectiveness of our efforts to mitigate any impact of the current and future adverse economic conditions and other developments.
- 31 -


INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Business Acquisitions
On January 5, 2024, we acquired 100% of the outstanding capital stock of Pulse Technologies, Inc. (“Pulse”), a technology, engineering and contract manufacturing company focused on complex micro machining of medical device components for high growth structural heart, heart pump, electrophysiology, leadless pacing, and neuromodulation markets. Pulse also provides proprietary advanced technologies, including hierarchical surface restructuring (HSRTM), scratch-free surface finishes, and titanium nitride coatings. Consistent with our tuck-in acquisition strategy, the acquisition of Pulse further increases our end-to-end development capabilities and manufacturing footprint in targeted growth markets and provides customers with expanded capabilities, capacity and resources to accelerate the time to market for customer products.
Effective as of October 1, 2023, we acquired substantially all of the assets and assumed certain liabilities of InNeuroCo, Inc. (“InNeuroCo”), a recognized leader in neurovascular catheter innovation with strong development and manufacturing capabilities. InNeuroCo’s expertise and highly differentiated neurovascular catheter innovation complements our existing capabilities and market focus. Consistent with our acquisition strategy, the acquisition of InNeuroCo further increases our ability to provide enhanced solutions to our customers in the neurovascular catheter space.
Refer to Note 2, “Business Acquisitions” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about these acquisitions.
Financial Overview
Net income for the second quarter and first six months of 2024 was $31.2 million, or $0.88 per diluted share, and $51.8 million, or $1.47 per diluted share, respectively, compared to $24.0 million, or $0.71 per diluted share, and $37.0 million, or $1.10 per diluted share for the second quarter and first six months of 2023, respectively. These variances are primarily the result of the following:
Sales for the second quarter and first six months of 2024 increased $36.2 million and $72.2 million, respectively, when compared to the same periods in 2023, driven by our Medical product lines with strong demand, new product ramps, growth from emerging customers with PMA (premarket approval) products and contributions from our recent acquisitions.
Gross profit for the second quarter and first six months of 2024 increased $13.6 million and $26.8 million, respectively, primarily from higher sales volume leverage, efficiencies gained from the continued improvement in the supply chain and contributions from our recent acquisitions.
Operating expenses for the second quarter of 2024 were flat compared to the second quarter of 2023 and increased $8.0 million for the first six months of 2024 when compared to the same period in 2023, primarily due to higher SG&A and acquisition and integration costs, partially offset by lower RD&E costs.
Interest expense for the second quarter and first six months of 2024 increased $3.8 million and $1.2 million, respectively, compared to the same periods in 2023, primarily due to higher average debt outstanding, partially offset by a decrease in losses from extinguishment of debt.
During the first six months of 2024, we recognized gains on equity investments of $1.1 million, compared to negligible losses for the first six months of 2023. Gains and losses on equity investments are generally unpredictable in nature.
Other (gain) loss, net for the second quarter and first six months of 2024 were net gains of $0.1 million and net losses of $0.9 million, respectively, compared to losses of $0.4 million and $1.1 million, respectively, for the second quarter and first six months of 2023, primarily due to fluctuations in foreign currency gains and losses in the respective periods.
We recorded provisions for income taxes for the second quarter and first six months of 2024 of $8.8 million and $13.0 million, respectively, compared with provisions for income taxes of $5.9 million and $8.9 million, respectively, for the second quarter and first six months of 2023. The changes in income tax expense were primarily due to relative changes in pre-tax income and the impact of discrete tax items.
- 32 -


INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Our Financial Results
The following table presents selected financial information derived from our Condensed Consolidated Financial Statements, contained in Item 1 of this report, for the periods presented (dollars in thousands, except per share).
 Three Months Ended  
 June 28,June 30,Change
 20242023$%
Medical Sales:
Cardio & Vascular$231,335 $208,494 $22,841 11.0 %
Cardiac Rhythm Management & Neuromodulation
167,635 153,411 14,224 9.3 %
Advanced Surgical, Orthopedics & Portable Medical28,408 27,206 1,202 4.4 %
Total Medical Sales427,378 389,111 38,267 9.8 %
Non-Medical8,824 10,933 (2,109)(19.3)%
Total sales436,202 400,044 36,158 9.0 %
Cost of sales316,809 294,240 22,569 7.7 %
Gross profit119,393 105,804 13,589 12.8 %
Gross profit as a % of sales27.4 %26.4 %
Operating expenses:
Selling, general and administrative (“SG&A”)47,117 45,827 1,290 2.8 %
SG&A as a % of sales10.8 %11.5 %
Research, development and engineering (“RD&E”)16,104 16,883 (779)(4.6)%
RD&E as a % of sales3.7 %4.2 %
Restructuring and other charges986 1,518 (532)(35.0)%
Total operating expenses64,207 64,228 (21)— %
Operating income55,186 41,576 13,610 32.7 %
Operating expense as a % of sales14.7 %16.1 %
Operating income as a % of sales12.7 %10.4 %
Interest expense15,278 11,459 3,819 33.3 %
(Gain) loss on equity investments(134)141 (105.2)%
Other (gain) loss, net(127)359 (486)(135.4)%
Income before taxes40,028 29,892 10,136 33.9 %
Provision for income taxes8,782 5,921 2,861 48.3 %
Effective tax rate21.9 %19.8 %
Net income$31,246 $23,971 $7,275 30.3 %
Net income as a % of sales7.2 %6.0 %
Diluted earnings per share$0.88 $0.71 $0.17 23.9 %
- 33 -


INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Six Months Ended
June 28,June 30,Change
20242023$%
Medical Sales:
Cardio & Vascular$453,171 $399,697 $53,474 13.4 %
Cardiac Rhythm Management & Neuromodulation
323,892 298,550 25,342 8.5 %
Advanced Surgical, Orthopedics & Portable Medical57,529 55,130 2,399 4.4 %
Total Medical Sales834,592 753,377 81,215 10.8 %
Non-Medical16,415 25,452 (9,037)(35.5)%
Total Sales851,007 778,829 72,178 9.3 %
Cost of sales621,774 576,352 45,422 7.9 %
Gross profit229,233 202,477 26,756 13.2 %
Gross profit as a % of sales26.9 %26.0 %
Operating expenses:
SG&A94,046 87,713 6,333 7.2 %
SG&A as a % of sales11.1 %11.3 %
RD&E31,857 35,975 (4,118)(11.4)%
RD&E as a % of sales3.7 %4.6 %
Restructuring and other charges8,867 3,047 5,820 191.0 %
Total operating expenses134,770 126,735 8,035 6.3 %
Operating income94,463 75,742 18,721 24.7 %
Operating expense as a % of sales15.8 %16.3 %
Operating income as a % of sales11.1 %9.7 %
Interest expense29,949 28,713 1,236 4.3 %
(Gain) loss on equity investments(1,129)21 (1,150)NM
Other (gain) loss, net880 1,119 (239)(21.4)%
Income before taxes64,763 45,889 18,874 41.1 %
Provision for income taxes13,009 8,853 4,156 46.9 %
Effective tax rate20.1 %19.3 %
Net income$51,754 $37,036 $14,718 39.7 %
Net income as a % of sales6.1 %4.8 %
Diluted earnings per share$1.47 $1.10 $0.37 33.6 %
NM - Calculated change not meaningful.
- 34 -


INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Product Line Sales
For the second quarter and first six months of 2024, Cardio & Vascular (“C&V”) sales increased $22.8 million, or 11%, and $53.5 million, or 13%, respectively, versus the comparable 2023 periods. The increase in C&V sales was driven by continued strong demand across most markets, new product ramps in electrophysiology and structural heart, and the InNeuroCo and Pulse acquisitions. C&V sales for the second quarter and first six months of 2024 included $14.2 million and $26.9 million, respectively, of sales from the recent Pulse and InNeuroCo acquisitions. Foreign currency exchange rate fluctuations did not have a material impact on C&V sales during the second quarter and first six months of 2024 in comparison to 2023.
For the second quarter and first six months of 2024, Cardiac Rhythm Management & Neuromodulation (“CRM&N”) sales increased $14.2 million, or 9%, and $25.3 million, or 8%, respectively, versus the comparable 2023 periods, driven by strong growth in emerging neuromodulation customers with PMA (premarket approval) products. Foreign currency exchange rate fluctuations did not have a material impact on CRM&N sales during the second quarter and first six months of 2024 in comparison to 2023.
Advanced Surgical, Orthopedic & Portable Medical (“AS&O”) sales for the second quarter and first six months of 2024 increased $1.2 million, or 4%, and $2.4 million, or 4%, respectively, versus the comparable 2023 periods, driven by growth of Advanced Surgical and Orthopedics, partially offset by a decline in Portable Medical from execution of the planned multi-year exit announced in 2022. Foreign currency exchange rate fluctuations did not have a material impact on AS&O sales during the second quarter and first six months of 2024 in comparison to the 2023 periods.
For the second quarter and first six months of 2024, Non-Medical sales decreased $2.1 million, or 19%, and $9.0 million, or 36%, respectively, versus the comparable 2023 periods, returning to a normalized run-rate after previously higher sales from the supply chain recovery. Foreign currency exchange rate fluctuations did not have a material impact on Non-Medical sales during the second quarter and first six months of 2024 in comparison to the 2023 periods.
Gross Profit
Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Gross profit (in thousands)$119,393 $105,804 229,233 202,477 
Gross margin27.4 %26.4 %26.9 %26.0 %
Gross margin for the second quarter and first six months of 2024 increased 100 basis points and 90 basis points, respectively, compared to the comparable 2023 periods, primarily driven by higher sales volume leverage and efficiencies realized through our manufacturing excellence initiatives.

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INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
SG&A Expenses
Changes to SG&A expenses from the prior year were due to the following (in thousands):
 Three Months Ended
 June 28,
2024
June 30,
2023
Change
Compensation and benefits(a)
$25,188 $25,058 $130 
Depreciation and amortization expense(b)
11,450 10,361 1,089 
Professional fees3,675 3,858 (183)
Contract services(c)
3,447 2,852 595 
Bank fees and charges(d)
858 797 61 
All other SG&A2,499 2,901 (402)
Total SG&A expense$47,117 $45,827 $1,290 
 Six Months Ended
 June 28,
2024
June 30,
2023
Change
Compensation and benefits(a)
$49,913 $46,647 $3,266 
Depreciation and amortization expense(b)
21,964 20,557 1,407 
Professional fees7,564 7,329 235 
Contract services(c)
6,899 5,684 1,215 
Bank fees and charges(d)
1,690 1,191 499 
All other SG&A6,016 6,305 (289)
Total SG&A expense$94,046 $87,713 $6,333 
__________
(a)Compensation and benefits increased primarily due to annual merit increases and an increase in headcount related to the recent Pulse and InNeuroCo acquisitions.
(b)Depreciation and amortization expense increased due to amortization of customer list intangible assets related to recent acquisitions.
(c)Contract services expense increased primarily due to higher software costs from information technology enhancements.
(d)The increase in bank fees and charges was driven by increased accounts receivable factoring and supplier financing fees primarily due to the launch of accounts receivable factoring arrangements during 2023.
RD&E
RD&E expense for the second quarter and first six months of 2024 was $16.1 million and $31.9 million, respectively, compared to $16.9 million and $36.0 million, respectively, for the second quarter and first six months of 2023. The decreases in RD&E expense during the second quarter and first six months of 2024 compared to the same periods in 2023 were primarily due to lower labor costs and the timing of program milestone achievements for customer funded programs. RD&E expenses are influenced by the number and timing of in-process projects and labor hours and other costs associated with these projects. Our research and development initiatives continue to emphasize new product development, product improvements, and the development of new technological platform innovations.
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INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Restructuring and Other Charges
We continuously evaluate our business and identify opportunities to realign resources to better serve our customers and markets, improve operational efficiency and capabilities, and lower operating costs. To realize the benefits associated with these opportunities, we undertake restructuring-type activities to transform our business. We incur costs associated with these activities, which primarily include exit and disposal costs and other costs directly related to the restructuring initiative. Restructuring charges include exit and disposal costs from these activities. In addition, from time to time, we incur costs associated with acquiring and integrating businesses, and certain other general expenses, including asset impairments.
Restructuring and other charges comprise the following (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Restructuring charges(a)
$1,103 $936 $2,531 $2,000 
Acquisition and integration costs(b)
1,056 556 7,391 938 
Other general expenses(c)
(1,173)26 (1,055)109 
Total restructuring and other charges
$986 $1,518 $8,867 $3,047 
__________
(a)Restructuring charges for the first six months of 2024 and 2023 primarily consist of costs associated with our strategic reorganization and alignment and manufacturing alignment to support growth initiatives.
(b)Amounts for the first six months of 2024 primarily include acquisition expenses related to the InNeuroCo and Pulse acquisitions. Amounts for the first six months of 2023 primarily included integration expenses related to the Aran and Oscor acquisitions, partially offset by a benefit of $0.3 million to adjust the fair value of acquisition-related contingent consideration liabilities.
(c)Amounts include gains and losses in connection with the disposal of property, plant and equipment. In addition, during the second quarter of 2024 we recorded $1.2 million of loss recoveries relating to property damage which occurred in the fourth quarter of 2023 at one of our manufacturing facilities.
Refer to Note 8 “Restructuring and Other Charges” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information regarding these initiatives.
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INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Interest Expense
Information relating to our interest expense is as follows (dollars in thousands):
Three Months Ended
June 28, 2024June 30, 2023Change
AmountRateAmountRateAmountRate (bp)
Contractual interest expense$14,186 4.92 %$11,059 4.33 %$3,127 59
Gain on interest rate swap— — (675)(0.26)675 26
Amortization of deferred debt issuance costs and original issue discount938 0.39 931 0.43 (4)
Losses from extinguishment of debt
— — 38 0.02 (38)(2)
Interest expense on borrowings15,124 5.31 %11,353 4.52 %3,771 79
Other interest expense154 106 48 
Total interest expense$15,278 $11,459 $3,819 
Six Months Ended
June 28, 2024June 30, 2023Change
AmountRateAmountRateAmountRate (bp)
Contractual interest expense$27,780 4.87 %$23,621 4.69 %$4,159 18
Gain on interest rate swap— — (1,262)(0.25)1,262 25
Amortization of deferred debt issuance costs and original issue discount1,869 0.39 1,687 0.41 182 (2)
Losses from extinguishment of debt
— — 4,431 0.89 (4,431)(89)
Interest expense on borrowings29,649 5.26 %28,477 5.74 %1,172 (48)
Other interest expense300 236 64 
Total interest expense$29,949 $28,713 $1,236 
During 2024, contractual interest expense has increased due to higher average debt outstanding. The higher average debt balance outstanding is primarily the result of borrowings on our Revolving Credit Facility to fund the Pulse and InNeuroCo acquisitions.
Other components of interest expense on borrowings include gains on an interest rate swap contract and non-cash amortization and write-off (losses from extinguishment of debt) of deferred debt issuance costs and original issue discount. Gain on interest rate swap includes realized gains on an interest rate swap contract which matured as of June 30, 2023. Amortization of deferred debt issuance costs and original issue discount increased during 2024 compared to the same periods in 2023 as a result of higher unamortized balances related to new debt. The losses from extinguishment of debt during the first six months of 2023 were related to prepayments of portions of the TLA Facility and full repayment of our seven-year “term B” loan (the “TLB Facility”) in connection with issuance of the 2028 Convertible Notes.
As of June 28, 2024 and December 31, 2023, approximately 44% and 51%, respectively, of our principal amount of debt are fixed rate borrowings. 
See Note 6, “Debt,” of the Notes to the Consolidated Financial Statements contained in Item 1 of this report for additional information pertaining to our debt.
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INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
(Gain) Loss on Equity Investments
(Gain) loss on equity investments for each period were as follows (in thousands):
Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Equity method investment (gain) loss$$(134)$(1,129)$21 
The amounts for both periods in 2024 and 2023 relate to our share of equity method investee (gains) losses including unrealized appreciation/depreciation of the underlying interests of the investee. As of June 28, 2024 and December 31, 2023, the carrying value of our equity investments was $9.3 million and $8.2 million, respectively. See Note 13, “Financial Instruments and Fair Value Measurements” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further details regarding these investments.
Other (Gain) Loss, Net
Other (gain) loss, net for the second quarter and first six months of 2024 were net gains of $0.1 million and net losses of $0.9 million, respectively, compared to net losses of $0.4 million and $1.1 million for the second quarter and first six months of 2023. Other (gain) loss, net primarily includes gains/losses from the impact of exchange rates on transactions denominated in foreign currencies. Our foreign currency transaction gains/losses are based primarily on fluctuations of the U.S. dollar relative to the Euro, Mexican peso, Uruguayan peso, Malaysian ringgits or Dominican peso.
The impact of exchange rates on transactions denominated in foreign currencies included in Other (gain) loss, net for the second quarter and first six months of 2024 were net gains of $0.2 million and net losses of $0.9 million, respectively, compared to losses of $0.4 million and $1.2 million for the second quarter and first six months of 2023, respectively. We continually monitor our foreign currency exposures and seek to take steps to mitigate these risks. However, fluctuations in exchange rates could have a significant impact, positive or negative, on our financial results in the future.
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INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Provision for Income Taxes
We recognized income tax expense of $8.8 million for the second quarter of 2024 on $40.0 million of income before taxes (effective tax rate of 21.9%), compared to an income tax expense of $5.9 million on $29.9 million of income before taxes (effective tax rate of 19.8%) for the same period of 2023. The income tax expense for the first six months of 2024 was $13.0 million on $64.8 million of income before taxes (effective tax rate of 20.1%), compared to income tax expense of $8.9 million on income before taxes of $45.9 million (effective tax rate of 19.3%) for the same period of 2023. Income tax expense for the second quarter and first six months of 2024 included discrete tax expense of $0.5 million and a discrete tax benefit of $0.3 million, respectively. For the second quarter and first six months of 2023, we recorded discrete tax expense of $0.4 million and $0.5 million, respectively.
Our effective tax rate for 2024 differs from the U.S. federal statutory tax rate of 21% due principally to the estimated impact of Federal Tax Credits (including R&D credits and Foreign tax credits), stock-based compensation windfalls or shortfalls, and the impact of U.S taxes on foreign earnings, including the GILTI provision which requires us to include foreign subsidiary earnings in excess of a deemed return on a foreign subsidiary’s tangible assets in our U.S. income tax return. The U.S. tax on foreign earnings is reflected net of a statutory deduction of 50% of the GILTI inclusion (subject to limitations based on U.S. taxable income, if any) and net of FDII that provides a 37.5% deduction to domestic companies for certain foreign sales and services income. In addition, our rate is impacted by earnings realized in foreign jurisdictions with statutory rates that are different than the U.S. federal statutory rate. The primary foreign jurisdictions in which we operate and the statutory tax rate for each respective jurisdiction include Switzerland (22%), Mexico (30%), Uruguay (25%), Ireland (12.5%) and Malaysia (24%). We previously operated under a tax holiday in Malaysia. We met the conditions of the Malaysian tax holiday and the holiday expired in accordance with its original terms on April 30, 2023. Our manufacturing operations in the Dominican Republic operate under a free trade zone agreement through March 2034.
On December 15, 2022, the European Union (EU) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (OECD) Pillar Two Framework. The effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. We continue to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries. Our 2024 provision for income taxes includes the impact of the Pillar Two 15% Global Minimum Tax, with an enactment date of January 1, 2024.
There is a potential for volatility of our effective tax rate due to several factors, including changes in the mix of pre-tax income and the jurisdictions to which it relates, business acquisitions, settlements with taxing authorities, changes in tax rates, and foreign currency exchange rate fluctuations. We continue to closely monitor developments related to proposed changes in tax laws and tax rates. In addition, we continue to explore planning opportunities that may have a material impact on our effective tax rate.
Liquidity and Capital Resources
Sources of Liquidity
(dollars in thousands)June 28,
2024
December 31,
2023
Cash and cash equivalents$34,137 $23,674 
Working capital$470,989 $396,699 
Current ratio3.29 2.80 
Cash and cash equivalents at June 28, 2024 increased by $10.5 million from December 31, 2023, primarily as a result of cash generated by operating activities and net borrowings on our Revolving Credit Facility, mostly offset by purchases of property, plant and equipment and cash paid to acquire Pulse.
Working capital increased by $74.3 million from December 31, 2023, or $63.8 million excluding the increase in cash and cash equivalents. The increase in working capital, exclusive of cash and cash equivalents, primarily relates to positive fluctuations in inventory, contract assets and accrued expenses. Inventory increased from higher sales volume and product demand which also contributed to the increase in contract assets. Accrued expenses decreased from payments of accrued profit sharing and bonuses.
At June 28, 2024, $15.1 million of our cash and cash equivalents were held by foreign subsidiaries. We intend to limit our distributions from foreign subsidiaries to previously taxed income or current period earnings. If distributions are made utilizing current period earnings, we will record foreign withholding taxes in the period of the distribution.
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INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
As of June 28, 2024, our capital structure consisted of $1.119 billion of debt, net of deferred debt issuance costs and unamortized discounts and 34 million shares of common stock outstanding. As of June 28, 2024, we had access to $240.5 million of borrowing capacity under our Revolving Credit Facility, available for normal course of business and letters of credit, and are authorized to issue up to 100 million shares of common stock and 100 million shares of preferred stock. As of June 28, 2024, our contractual debt service obligations for the remainder of 2024, consisting of interest on our outstanding debt, are estimated to be approximately $27 million. Actual principal and interest payments may be higher if, for instance, the applicable interest rates on our Senior Secured Credit Facilities increase, we borrow additional amounts on our Revolving Credit Facility, or we pay principal amounts in excess of the required minimums reflected in the contractual debt service obligations above.
Refer to Note 6, “Debt” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for information regarding the Third Amendment to the 2021 Credit Agreement, which increased the maximum borrowing capacity under the Revolving Credit Facility by $300 million from $500 million to $800 million. After giving effect to the Third Amendment on July 1, 2024, the available borrowing capacity under the Revolving Credit Facility was in excess of the notional amount of the 2028 Convertible Notes, which became eligible for conversion at the option of the holders beginning on July 1, 2024 and ending at the close of business on September 30, 2024. Any determination regarding the convertibility of the 2028 Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the 2028 Convertible Notes.
Based on current expectations, we believe that our projected cash flows provided by operations, available cash and cash equivalents and borrowings under our Revolving Credit Facility are sufficient to meet our working capital, debt service and capital expenditure requirements for the next twelve months. If our future financing needs increase, we may need to arrange additional debt or equity financing. We continually evaluate and consider various financing alternatives to enhance or supplement our existing financial resources. However, we cannot be assured that we will be able to enter into any such arrangements on acceptable terms or at all.
Credit Facilities and 2028 Convertible Notes
As of June 28, 2024, we had Senior Secured Credit Facilities that consist of a $500 million Revolving Credit Facility, with an outstanding principal balance of $256 million, and a TLA Facility with an outstanding principal balance of $375 million. The Revolving Credit Facility and TLA Facility mature on February 15, 2028. The Senior Secured Credit Facilities include a mandatory prepayment provision customary for similar credit facilities.
Refer to Note 6, “Debt” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for information regarding the Third Amendment to the 2021 Credit Agreement, entered into on July 1, 2024, which increased the maximum borrowing capacity under the Revolving Credit Facility by $300 million from $500 million to $800 million.
During the first quarter of 2023, we issued $500 million aggregate principal amount of 2028 Convertible Notes, which mature on February 15, 2028 and bear interest at a fixed rate of 2.125% per annum. The total net proceeds from the issuance of the 2028 Convertible Notes, after deducting initial purchasers' discounts and commissions and debt issuance costs, were approximately $485 million. We used the net proceeds from the issuance of the 2028 Convertible Notes 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 Revolving Credit Facility, to pay related fees and expenses, and to pay the cost of the capped calls related to the issuance of our 2028 Convertible Notes.
As of June 28, 2024, the conditions allowing holders of the 2028 Convertible Notes to convert had been met and, therefore, the 2028 Convertible Notes became eligible for conversion at the option of the holders beginning on July 1, 2024 and ending at the close of business on September 30, 2024. Any determination regarding the convertibility of the 2028 Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the 2028 Convertible Notes. If a conversion request occurs, we have the intent and ability to refinance the amounts that may become due with respect to the 2028 Convertible Notes using the available borrowing capacity under the Revolving Credit Facility after entry into the Third Amendment to the 2021 Credit Agreement on July 1, 2024. As such, these obligations with respect to the 2028 Convertible Notes continue to be classified as a long-term liability on the Condensed Consolidated Balance Sheet at June 28, 2024.
The Revolving Credit Facility and TLA Facility contain covenants requiring that we maintain (i) a Total Net Leverage Ratio not to exceed 5.00:1.00, subject to increase in certain circumstances following certain qualified acquisitions and (ii) an interest coverage ratio of at least 2.50:1.00. As of June 28, 2024, we were in compliance with these financial covenants. As of June 28, 2024, our Total Net Leverage Ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 2.7:1.0. For the twelve month period ended June 28, 2024, our interest coverage ratio, calculated in accordance with our Senior Secured Credit Facilities agreement, was approximately 8.0:1.0.
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INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Failure to comply with these financial covenants would result in an event of default as defined under the Revolving Credit Facility and TLA Facility unless waived by the lenders. An event of default may result in the acceleration of our indebtedness. As a result, management believes that compliance with these covenants is material to us.
See Note 6, “Debt” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for a further information on the Company’s outstanding debt.
Factoring Arrangements
We utilize accounts receivable factoring arrangements with financial institutions to accelerate the timing of cash receipts and enhance our cash position. These arrangements, in all cases, do not contain recourse provisions, which would obligate us in the event of our customers’ failure to pay. During the first six months of 2024, we sold, without recourse, $116.8 million of accounts receivable. We did not utilize receivable factoring arrangements prior to the second quarter of 2023. See Note 1 “Basis of Presentation” of the Notes to the Condensed Consolidated Financial Statements contained in Item 1 of this report for further information regarding our factoring arrangements.
Summary of Cash Flow
 Six Months Ended
(in thousands)June 28,
2024
June 30,
2023
Cash provided by (used in):
Operating activities$70,474 $62,333 
Investing activities(198,796)(57,366)
Financing activities138,768 7,593 
Effect of foreign currency exchange rates on cash and cash equivalents17 1,783 
Net change in cash and cash equivalents$10,463 $14,343 
Operating Activities During the first six months of 2024, we generated cash from operations of $70.5 million, compared to $62.3 million for the first six months of 2023. The increase of $8.1 million was the result of a $18.5 million increase in net income adjusted for non-cash items such as depreciation and amortization, partially offset by a $10.4 million decrease in cash flow provided by changes in operating assets and liabilities.
The increase in net income adjusted for non-cash items such as depreciation and amortization was primarily from higher sales volume and margin partially offset by higher acquisition costs related to the Pulse acquisition. The decrease associated with changes in operating assets and liabilities is primarily related to unfavorable cash flow impacts from accrued expenses and inventory, partially offset by the benefit of lower growth in accounts receivable. Accrued expenses included higher levels of profit sharing and bonus payments in the first six months of 2024. Inventory growth during the first six months of 2024 is consistent with the higher sales volume and product demand, Accounts receivable benefited from new factoring arrangements that were entered into after the first quarter of 2023.
Investing Activities The $141.4 million increase in net cash used in investing activities was attributable to cash paid for an acquisition and increased purchases of property, plant and equipment. Investing activities for the first six months of 2024 included net cash paid of $138.5 million for the Pulse acquisition.
Financing Activities – Net cash provided by financing activities for the first six months of 2024 was $138.8 million compared to $7.6 million for the first six months of 2023. Cash provided by financing activities for the first six months of 2024 was primarily due to net borrowings on our Revolving Credit Facility of $157.0 million, primarily to fund the Pulse acquisition. The cash provided by financing activities for the first six months of 2023 was primarily related to the issuance of our 2028 Convertible Notes of $486.3 million, which was partially offset by $335.6 million in full repayment of our TLB Facility, $55.3 million in repayments on our TLA Facility, $23.8 million of net payments on our Revolving Credit Facility and $35.0 million of capped call purchases related to the issuance of our 2028 Convertible Notes.
Off-Balance Sheet Arrangements
We do not currently have off balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our Condensed Consolidated Financial Statements.
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INTEGER HOLDINGS CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Impact of Recently Issued Accounting Standards
In the normal course of business, we evaluate all new accounting pronouncements issued by the FASB, SEC, or other authoritative accounting bodies to determine the potential impact they may have on our Condensed Consolidated Financial Statements. See Note 1, “Basis of Presentation” of the Notes to Condensed Consolidated Financial Statements contained in Item 1 of this report for additional information about these recently issued accounting standards and their potential impact on our financial condition or results of operations.
Critical Accounting Policies and Estimates
The preparation of our Condensed Consolidated Financial Statements in accordance with accounting principles generally accepted in the U.S. requires management to make estimates, assumptions and judgments that affect the amounts reported in the financial statements and accompanying notes. Our estimates, assumptions and judgments are based on historical experience and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amount of assets and liabilities that are not readily apparent from other sources. Making estimates, assumptions and judgments about future events is inherently unpredictable and is subject to significant uncertainties, some of which are beyond our control. Management believes the estimates, assumptions and judgments employed and resulting balances reported in the Condensed Consolidated Financial Statements are reasonable; however, actual results could differ materially.
As part of our 2023 annual goodwill impairment testing for our Non-Medical reporting unit, we performed a quantitative analysis and determined that the fair value exceeded the carrying value of the Non-Medical reporting unit by approximately 11%. We continue to monitor the performance of the Non-Medical reporting unit, as benchmarked against its long-term financial plan, and evaluate industry and Company-specific circumstances which affect the financial results of this reporting unit. At June 28, 2024, we do not believe that any events or changes in circumstances have occurred which would indicate that the fair value of the Non-Medical reporting unit has more likely than not been reduced below its carrying amount. However, changes to the factors considered above could affect the estimated fair value of one or more of our reporting units and could result in a goodwill impairment charge in a future period. We may be unaware of one or more significant factors that, if we had been aware of, would cause our conclusion to change, which could result in a goodwill impairment charge in a future period.
There have been no significant changes to the critical accounting policies and estimates as compared to those disclosed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to information appearing under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q. Furthermore, a discussion of market risk exposures is included in Part II, Item 7A, Quantitative and Qualitative Disclosure about Market Risk, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
There have been no material changes in reported market risk since the inclusion of this discussion in the Company’s Annual Report on Form 10-K referenced above.
ITEM 4. CONTROLS AND PROCEDURES
a.    Evaluation of Disclosure Controls and Procedures
Our management, including the principal executive officer and principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) related to the recording, processing, summarization and reporting of information in our reports that we file with the Securities and Exchange Commission as of June 28, 2024. These disclosure controls and procedures have been designed to provide reasonable assurance that material information relating to us, including our subsidiaries, is made known to our management, including these officers, by our employees, and that this information is recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Based on their evaluation, as of June 28, 2024, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures are effective.
b.    Changes in Internal Control Over Financial Reporting
During the Company’s most recent fiscal quarter, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION
ITEM 1.LEGAL PROCEEDINGS
There were no new material legal proceedings that are required to be reported in the quarter ended June 28, 2024, and no material developments during the quarter in the Company’s legal proceedings as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 1A.RISK FACTORS
There have been no material changes to the Company’s risk factors as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 5.OTHER INFORMATION
During the fiscal quarter ended June 28, 2024, none of the Company’s directors or executive officers adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”
ITEM 6.EXHIBITS
Exhibit NumberDescription
10.1
31.1*
31.2*
32.1**
101.INS*XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*XBRL Extension Schema Document
101.CAL*XBRL Extension Calculation Linkbase Document
101.LAB*XBRL Extension Label Linkbase Document
101.PRE*XBRL Extension Presentation Linkbase Document
101.DEF*XBRL Extension Definition Linkbase Document
104Cover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).
*Filed herewith.
**Furnished herewith.
#Indicates exhibits that are management contracts or compensation plans or arrangements.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated:July 25, 2024 INTEGER HOLDINGS CORPORATION
 By:/s/ Joseph W. Dziedzic
 Joseph W. Dziedzic
 President and Chief Executive Officer
 (Principal Executive Officer)
 By:/s/ Diron Smith
 Diron Smith
 Executive Vice President and Chief Financial Officer
 (Principal Financial Officer)
 By:/s/ Tom P. Thomas
 Tom P. Thomas
 Vice President, Corporate Controller
 (Principal Accounting Officer)


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Exhibit 31.1
CERTIFICATION
I, Joseph W. Dziedzic, certify that: 
1.
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 28, 2024 of Integer Holdings Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
 d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated:July 25, 2024 /s/ Joseph W. Dziedzic
 Joseph W. Dziedzic
 President and
  Chief Executive Officer
 (Principal Executive Officer)


Exhibit 31.2
CERTIFICATION
I, Diron Smith, certify that:
1.
I have reviewed this quarterly report on Form 10-Q for the fiscal quarter ended June 28, 2024 of Integer Holdings Corporation;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
 d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditor and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
 a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated:July 25, 2024 /s/ Diron Smith
 Diron Smith
 Executive Vice President and
  Chief Financial Officer
 (Principal Financial Officer)


Exhibit 32.1
CERTIFICATION
Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Integer Holdings Corporation (the “Company”), does hereby certify, to such officer’s knowledge, that:
The Quarterly Report on Form 10-Q for the quarter ended June 28, 2024 (the “Form 10-Q”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:July 25, 2024 /s/ Joseph W. Dziedzic
 Joseph W. Dziedzic
 President and
Chief Executive Officer
 (Principal Executive Officer)
Dated:July 25, 2024 /s/ Diron Smith
 Diron Smith
 Executive Vice President and
  Chief Financial Officer
 (Principal Financial Officer)
This certification is being furnished solely to accompany this Form 10-Q pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be deemed incorporated by reference into any filing of the Company except to the extent the Company specifically incorporates it by reference therein.

v3.24.2
COVER - shares
6 Months Ended
Jun. 28, 2024
Jul. 19, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 28, 2024  
Document Transition Report false  
Entity File Number 1-16137  
Entity Registrant Name INTEGER HOLDINGS CORPORATION  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 16-1531026  
Entity Address, Address Line One 5830 Granite Parkway,  
Entity Address, Address Line Two Suite 1150  
Entity Address, City or Town Plano,  
Entity Address, State or Province TX  
Entity Address, Postal Zip Code 75024  
City Area Code 214  
Local Phone Number 618-5243  
Title of 12(b) Security Common Stock, $0.001 par value per share  
Trading Symbol ITGR  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding (in shares)   33,531,179
Entity Central Index Key 0001114483  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Current Fiscal Year End Date --12-31  
v3.24.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)
$ in Thousands
Jun. 28, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 34,137 $ 23,674
Accounts receivable, net of provision for credit losses of $0.2 million and $0.4 million, respectively 240,504 238,277
Inventories 272,335 239,716
Refundable income taxes 9,072 1,998
Contract assets 97,212 85,871
Prepaid expenses and other current assets 23,720 28,132
Total current assets 676,980 617,668
Property, plant and equipment, net 466,296 407,954
Goodwill 1,042,183 1,011,007
Other intangible assets, net 813,727 783,146
Deferred income taxes 6,858 7,001
Operating lease assets 81,345 81,632
Financing lease assets 16,549 11,828
Other long-term assets 22,474 22,417
Total assets 3,126,412 2,942,653
Current liabilities:    
Accounts payable 119,446 120,293
Income taxes payable 461 3,896
Operating lease liabilities 8,729 8,692
Accrued expenses and other current liabilities 77,355 88,088
Total current liabilities 205,991 220,969
Long-term debt 1,118,529 959,925
Deferred income taxes 144,101 145,625
Operating lease liabilities 71,935 72,339
Financing lease liabilities 13,491 10,388
Other long-term liabilities 18,455 14,365
Total liabilities 1,572,502 1,423,611
Commitments and contingencies (Note 10)
Stockholders’ equity:    
Common stock, $0.001 par value; 100,000,000 shares authorized; 33,531,179 and 33,329,648 shares issued and outstanding, respectively 34 33
Additional paid-in capital 730,157 727,435
Retained earnings 823,105 771,351
Accumulated other comprehensive income 614 20,223
Total stockholders’ equity 1,553,910 1,519,042
Total liabilities and stockholders’ equity $ 3,126,412 $ 2,942,653
v3.24.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($)
$ in Millions
Jun. 28, 2024
Dec. 31, 2023
Current assets:    
Allowance for doubtful accounts $ 0.2 $ 0.4
Stockholders’ equity:    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common stock, shares issued (in shares) 33,531,179 33,329,648
Common stock, shares outstanding (in shares) 33,531,179 33,329,648
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Income Statement [Abstract]        
Sales $ 436,202 $ 400,044 $ 851,007 $ 778,829
Cost of sales 316,809 294,240 621,774 576,352
Gross profit 119,393 105,804 229,233 202,477
Operating expenses:        
Selling, general and administrative 47,117 45,827 94,046 87,713
Research, development and engineering 16,104 16,883 31,857 35,975
Restructuring and other charges 986 1,518 8,867 3,047
Total operating expenses 64,207 64,228 134,770 126,735
Operating income 55,186 41,576 94,463 75,742
Interest expense 15,278 11,459 29,949 28,713
(Gain) loss on equity investments 7 (134) (1,129) 21
Other (gain) loss, net (127) 359 880 1,119
Income before taxes 40,028 29,892 64,763 45,889
Provision for income taxes 8,782 5,921 13,009 8,853
Net income $ 31,246 $ 23,971 $ 51,754 $ 37,036
Earnings per share:        
Basic (in dollars per share) $ 0.93 $ 0.72 $ 1.54 $ 1.11
Diluted (in dollars per share) $ 0.88 $ 0.71 $ 1.47 $ 1.10
Weighted average shares outstanding:        
Basic (in shares) 33,600 33,312 33,540 33,285
Diluted (in shares) 35,529 33,686 35,264 33,631
Comprehensive Income        
Net income $ 31,246 $ 23,971 $ 51,754 $ 37,036
Other comprehensive income (loss):        
Foreign currency translation gain (loss) (3,911) (2,901) (17,349) 5,024
Change in fair value of cash flow hedges, net of tax (3,346) 105 (2,260) 1,817
Other comprehensive income (loss) (7,257) (2,796) (19,609) 6,841
Comprehensive income $ 23,989 $ 21,175 $ 32,145 $ 43,877
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Cash flows from operating activities:    
Net income $ 51,754 $ 37,036
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 53,410 48,569
Debt related charges included in interest expense 1,869 6,118
Inventory step-up amortization 1,056 0
Stock-based compensation 12,614 11,603
Non-cash lease expense 4,622 5,473
Non-cash (gain) loss on equity investments (1,129) 21
Contingent consideration fair value adjustment 0 (265)
Other non-cash (gains) losses 1,408 (1,437)
Deferred income taxes 0 (4)
Changes in operating assets and liabilities, net of acquisitions:    
Accounts receivable 3,465 (9,742)
Inventories (27,235) (21,646)
Prepaid expenses and other assets (744) 1,308
Contract assets (11,666) (7,983)
Accounts payable 7,069 797
Accrued expenses and other liabilities (16,155) 1,781
Income taxes (9,864) (9,296)
Net cash provided by operating activities 70,474 62,333
Cash flows from investing activities:    
Acquisition of property, plant and equipment (60,252) (57,416)
Proceeds from sale of property, plant and equipment 0 50
Acquisitions, net of cash acquired (138,544) 0
Net cash used in investing activities (198,796) (57,366)
Cash flows from financing activities:    
Principal payments of term loans 0 (398,438)
Proceeds from issuance of convertible notes, net of discount 0 486,250
Proceeds from revolving credit facility 208,500 229,604
Payments of revolving credit facility (51,500) (263,443)
Purchase of capped calls 0 (35,000)
Payment of debt issuance costs 0 (2,181)
Proceeds from the exercise of stock options 742 1,948
Tax withholdings related to net share settlements of restricted stock unit awards (10,625) (2,930)
Contingent consideration payments 0 (7,660)
Principal payments on finance leases (8,956) (557)
Other financing activities 607 0
Net cash provided by financing activities 138,768 7,593
Effect of foreign currency exchange rates on cash and cash equivalents 17 1,783
Net increase in cash and cash equivalents 10,463 14,343
Cash and cash equivalents, beginning of period 23,674 24,272
Cash and cash equivalents, end of period $ 34,137 $ 38,615
v3.24.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited) - USD ($)
$ in Thousands
Total
Common stock and additional paid-in capital
Retained earnings
Accumulated other comprehensive income
Balance, beginning of period at Dec. 31, 2022 $ 1,417,456 $ 731,426 $ 680,701 $ 5,329
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Stock awards exercised or vested   (1,031)    
Stock-based compensation   11,603    
Capped calls related to the issuance of convertible notes, net of tax   (26,250)    
Net income 37,036   37,036  
Other comprehensive income (loss) 6,841     6,841
Balance, ending balance at Jun. 30, 2023 1,445,655 715,748 717,737 12,170
Balance, beginning of period at Mar. 31, 2023 1,417,936 709,204 693,766 14,966
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Stock awards exercised or vested   1,043    
Stock-based compensation   5,501    
Capped calls related to the issuance of convertible notes, net of tax   0    
Net income 23,971   23,971  
Other comprehensive income (loss) (2,796)     (2,796)
Balance, ending balance at Jun. 30, 2023 1,445,655 715,748 717,737 12,170
Balance, beginning of period at Dec. 31, 2023 1,519,042 727,468 771,351 20,223
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Stock awards exercised or vested   (9,891)    
Stock-based compensation   12,614    
Capped calls related to the issuance of convertible notes, net of tax   0    
Net income 51,754   51,754  
Other comprehensive income (loss) (19,609)     (19,609)
Balance, ending balance at Jun. 28, 2024 1,553,910 730,191 823,105 614
Balance, beginning of period at Mar. 29, 2024 1,525,011 725,281 791,859 7,871
Increase (Decrease) in Stockholders' Equity [Roll Forward]        
Stock awards exercised or vested   (856)    
Stock-based compensation   5,766    
Capped calls related to the issuance of convertible notes, net of tax   0    
Net income 31,246   31,246  
Other comprehensive income (loss) (7,257)     (7,257)
Balance, ending balance at Jun. 28, 2024 $ 1,553,910 $ 730,191 $ 823,105 $ 614
v3.24.2
BASIS OF PRESENTATION
6 Months Ended
Jun. 28, 2024
Accounting Policies [Abstract]  
BASIS OF PRESENTATION BASIS OF PRESENTATION
Integer Holdings Corporation (together with its consolidated subsidiaries, “Integer” or the “Company”) is a publicly-traded corporation listed on the New York Stock Exchange under the symbol “ITGR.” Integer is a medical device contract development and manufacturing organization primarily serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. Integer is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. The Company also develops custom power solutions for high-end niche applications in energy, military, and environmental markets. The Company’s customers include large multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries.
The accompanying condensed consolidated financial statements are presented in accordance with the rules and regulations of the United States ("U.S.") Securities and Exchange Commission ("SEC") and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in the Company’s Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2023.
In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates.
The second quarter and first six months of 2024 ended on June 28, 2024 and consisted of 91 days and 180 days, respectively. The second quarter and first six months of 2023 ended on June 30, 2023 and consisted of 91 days and 181 days, respectively.
Factoring Arrangements
The Company has receivable factoring arrangements, pursuant to which certain receivables may be sold on a non-recourse basis to financial institutions. Transactions under the receivables factoring arrangements are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under these arrangements, the Company does not maintain any beneficial interest in the receivables sold. Once sold, the receivables are no longer available to satisfy creditors in the event of bankruptcy. Sale proceeds are reflected in Cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. Factoring fees are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. During the six months ended June 28, 2024 and June 30, 2023, the Company sold accounts receivable of $116.8 million and $50.3 million, respectively. During the three and six months ended June 28, 2024, the Company recorded factoring fees of $0.4 million and $0.8 million, respectively. Factoring fees were $0.4 million for the three and six months ended June 30, 2023.
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. Fees for supplier financing arrangements are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income. During the six months ended June 28, 2024 and June 30, 2023, the Company sold and de-recognized accounts receivable and collected cash of $76.2 million and $64.0 million, respectively. The Company recorded costs associated with the supplier financing arrangements of $0.6 million and $1.1 million, respectively, for the three and six months ended June 28, 2024, compared to $0.4 million and $0.8 million, respectively, for the three and six months ended June 30, 2023.
(1.)    BASIS OF PRESENTATION (Continued)
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The Company evaluated all recent accounting pronouncements issued, including those that are currently effective, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, that are of significance, or potential significance, to the Company.
v3.24.2
BUSINESS ACQUISITIONS
6 Months Ended
Jun. 28, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
BUSINESS ACQUISITIONS BUSINESS ACQUISITIONS
2024 Acquisition
On January 5, 2024, the Company acquired 100% of the outstanding capital stock of Pulse Technologies, Inc. (“Pulse”), a privately-held technology, engineering and contract manufacturing company focused on complex micro machining of medical device components for high growth structural heart, heart pump, electrophysiology, leadless pacing, and neuromodulation markets. Based in Pennsylvania, Pulse also provides proprietary advanced technologies, including hierarchical surface restructuring (HSRTM), scratch-free surface finishes, and titanium nitride coatings. Consistent with the Company’s tuck-in acquisition strategy, the acquisition of Pulse further increases the Company’s end-to-end development capabilities and manufacturing footprint in targeted growth markets and provides customers with expanded capabilities, capacity and resources to accelerate the time to market for customer products. The Company funded the purchase price with borrowings under its Revolving Credit Facility (as defined below) during the first quarter of 2024. Pulse is included in the Company’s Medical segment.
The Company has preliminarily estimated fair values for the assets purchased and liabilities assumed 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 that the Condensed 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 preliminary allocation of the purchase price may change in the future, including in ways which could be material.
The total consideration transferred was $142.3 million, including contingent consideration, working capital and other purchase price adjustments. The Company recorded contingent consideration with an estimated acquisition date fair value of $3.6 million, representing the Company’s obligation, under the purchase agreement, to make an additional payment of up to $20.0 million based on a specified revenue growth milestone being met in 2025. During the first six months of 2024, the Company recorded measurement period adjustments, inclusive of working capital and other closing adjustments, resulting in decreases to goodwill and current liabilities. The measurement period adjustments recorded during the first six months of 2024 were not 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 (excluding inventory)$7,456 
Inventory8,612 
Property, plant and equipment25,950 
Goodwill38,058 
Definite-lived intangible assets64,000 
Finance lease assets7,964 
Current liabilities(1,760)
Finance lease liabilities(7,936)
Fair value of net assets acquired$142,344 
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.
(2.)    BUSINESS ACQUISITIONS (Continued)
Current Assets and Liabilities
The fair value of current assets and liabilities, excluding inventory, was assumed to approximate their carrying value as of the acquisition date due to the short-term nature of these assets and liabilities.
The fair value of in-process and finished goods inventory acquired was estimated by applying a version of the income approach called the comparable sales method. This approach estimates the fair value of the assets by calculating the potential revenue generated from selling the inventory and subtracting from it the costs related to the completion and sale of that inventory and a reasonable profit allowance for these remaining efforts. Net book value was deemed to be a reasonable proxy for the fair value of raw materials. Based upon this methodology, the Company recorded the inventory acquired at fair value resulting in an increase in inventory of $1.1 million.
Property, Plant and Equipment
The fair value of Property, Plant and Equipment 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 a finance lease liability and finance lease right-of-use asset for a manufacturing facility in accordance with ASC 842, Leases. The lease terms were determined to be at-market as of the acquisition date.
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 Pulse acquisition was allocated to the Medical segment and is 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$48,000 20.013.0%
Technology16,000 10.013.0%
$64,000 
Customer Lists - Customer lists represent the estimated fair value of contractual and non-contractual customer relationships Pulse had as of the acquisition date. 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 5.0%, 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 Pulse 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 7.5%. The estimated useful life of the technology is based upon management’s estimate of the product life cycle associated with the technology before it will be replaced by new technologies.
Contingent Consideration - As part of the Pulse acquisition, the Company may be required to pay additional consideration based on a specified revenue growth milestone being met in 2025. Any amounts earned will be payable in 2026. The contingent consideration is classified as Level 3 in the fair value hierarchy and the fair value is measured based on a Monte Carlo simulation utilizing projections about future performance. Significant inputs include revenue volatility of 11%, a discount rate of 12% and projected financial information. See Note 13, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration.
(2.)    BUSINESS ACQUISITIONS (Continued)
2023 Acquisition
Effective as of October 1, 2023, the Company acquired substantially all of the assets and assumed certain liabilities of InNeuroCo, Inc. (“InNeuroCo”), a privately-held company based in Florida. InNeuroCo is a recognized leader in neurovascular catheter innovation with strong development and manufacturing capabilities. InNeuroCo’s expertise and highly differentiated neurovascular catheter innovation complements the Company’s existing capabilities and market focus. Consistent with the Company’s strategy, the addition of InNeuroCo further increases Integer’s ability to provide enhanced solutions to its customers in the neurovascular catheter space. The Company funded the purchase price with borrowings under its Revolving Credit Facility. InNeuroCo is included in the Company’s Medical segment.
The total consideration transferred was $44.5 million, which consists of an initial cash payment of $43.6 million and $0.9 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 $13.5 million based on specified annual revenue growth milestones being met through 2027, and a one-time contingent payment to be made based on cumulative revenue amounts through 2027 exceeding a specified revenue target.
The cost of the acquisition was allocated to the assets acquired and liabilities assumed based upon their estimated fair values at the date of the acquisition. From the date of acquisition through the quarter ended June 28, 2024, the Company recorded measurement period adjustments to update the allocation of the purchase price to certain current assets and, based on analysis of information as of the acquisition date, reduced goodwill by $2.2 million. 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 (excluding inventory)$6,924 
Inventory5,376 
Property, plant and equipment3,436 
Goodwill20,989 
Definite-lived intangible assets9,200 
Operating lease assets2,072 
Current liabilities(2,331)
Operating lease liabilities(1,157)
Fair value of net assets acquired$44,509 
Intangible Assets
The purchase price was allocated to intangible assets as follows (dollars in thousands):
Definite-lived Intangible AssetsFair Value Assigned
Customer lists$4,000 
Technology5,200 
$9,200 
(2.)    BUSINESS ACQUISITIONS (Continued)
Actual and Pro Forma disclosures
The following table presents (in thousands) pro forma results of operations for the three and six months ended June 30, 2023 as if Pulse and InNeuroCo had been included in the Company’s financial results as of the beginning of fiscal year 2023. The pro forma results include the historical results of operations of the Company, Pulse and InNeuroCo, as well as adjustments for additional amortization of the assets acquired, additional interest expense related to the financing of the transactions and other transactional adjustments. The pro forma results do not include efficiencies, cost reductions or synergies expected to result from the acquisitions. These pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future.
Three Months Ended
June 30, 2023
Six Months Ended
June 30, 2023
Sales$415,836 $811,346 
Net income21,337 28,005 
The results of operations from the Pulse acquisition have been included in the Company’s Medical segment since the acquisition date. From the date of acquisition through three and six months ended June 28, 2024, sales related to Pulse were $10.5 million and $21.1 million, respectively, and earnings were not material.
Acquisition costs
During the three and six months ended June 28, 2024, direct costs of the Pulse and InNeuroCo acquisitions of $0.1 million and $5.7 million, respectively, were expensed as incurred and included in Restructuring and other charges in the Condensed Consolidated Statements of Operations and Comprehensive Income. There were no direct costs incurred for these acquisitions during the three and six months ended June 30, 2023.
v3.24.2
SUPPLEMENTAL CASH FLOW INFORMATION
6 Months Ended
Jun. 28, 2024
Supplemental Cash Flow Elements [Abstract]  
SUPPLEMENTAL CASH FLOW INFORMATION SUPPLEMENTAL CASH FLOW INFORMATION
The following is supplemental information relating to the Condensed Consolidated Statements of Cash Flows (in thousands):
Six Months Ended
June 28,
2024
June 30,
2023
Noncash investing and financing activities:
Property, plant and equipment purchases included in accounts payable$11,791 $9,059 
Supplemental lease disclosures:
Assets acquired under operating leases4,104 912 
Assets acquired under finance leases5,862 331 
v3.24.2
INVENTORIES
6 Months Ended
Jun. 28, 2024
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories comprise the following (in thousands):
June 28,
2024
December 31,
2023
Raw materials$124,509 $115,887 
Work-in-process131,822 106,032 
Finished goods16,004 17,797 
Total$272,335 $239,716 
v3.24.2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET
6 Months Ended
Jun. 28, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND OTHER INTANGIBLE ASSETS, NET GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Goodwill
The changes in the carrying amount of goodwill by reportable segment for the six months ended June 28, 2024 were as follows (in thousands):
MedicalNon- MedicalTotal
December 31, 2023$994,007 $17,000 $1,011,007 
Pulse acquisition (Note 2)38,094 — 38,094 
Acquisition-related adjustments (Note 2)(36)(36)
Foreign currency translation(6,882)— (6,882)
June 28, 2024$1,025,183 $17,000 $1,042,183 
As of December 31, 2023, the fair value of the Non-Medical reporting unit did not significantly exceed its carrying value. The Company has continued, and will continue, to monitor the performance of the Non-Medical reporting unit, as benchmarked against its long-term financial plan, and evaluate industry and Company-specific circumstances which affect the financial results of this reporting unit. At June 28, 2024, the Company concluded that no events or changes in circumstances have occurred which would indicate that the fair value of the Non-Medical reporting unit has more likely than not been reduced below its carrying amount.
The long-term financial plan for the Non-Medical reporting unit, which underlies the above conclusion, contains numerous assumptions including, but not limited to: macro-economic conditions, market and industry conditions, cost factors, the competitive environment, and the operational stability and overall financial performance of the reporting unit. If the Non-Medical reporting unit does not achieve the financial performance that the Company expects, it is reasonably possible that an impairment of goodwill may result in future periods.
Intangible Assets
See Note 2, “Business Acquisitions” for additional details regarding intangible assets acquired during 2024. Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
June 28, 2024
Definite-lived:
Purchased technology and patents$304,657 $(202,854)$101,803 
Customer lists877,757 (269,481)608,276 
Amortizing tradenames and other20,446 (7,086)13,360 
Total amortizing intangible assets$1,202,860 $(479,421)$723,439 
Indefinite-lived:
Trademarks and tradenames$90,288 
December 31, 2023
Definite-lived:
Purchased technology and patents$291,142 $(196,388)$94,754 
Customer lists837,453 (253,267)584,186 
Amortizing tradenames and other21,035 (7,117)13,918 
Total amortizing intangible assets$1,149,630 $(456,772)$692,858 
Indefinite-lived:
Trademarks and tradenames$90,288 
(5.)     GOODWILL AND OTHER INTANGIBLE ASSETS, NET
Aggregate intangible asset amortization expense comprises the following (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Cost of sales$3,707 $4,037 $8,056 $8,014 
Selling, general and administrative expenses9,991 9,070 19,079 18,017 
Total intangible asset amortization expense$13,698 $13,107 $27,135 $26,031 
Estimated future intangible asset amortization expense based on the carrying value as of June 28, 2024 is as follows (in thousands):
Remainder of 20242025202620272028After 2028
Amortization Expense$27,739 $54,052 $53,330 $51,838 $50,032 $486,448 
v3.24.2
DEBT
6 Months Ended
Jun. 28, 2024
Debt Disclosure [Abstract]  
DEBT DEBT
Long-term debt comprises the following (in thousands):
 June 28, 2024December 31, 2023
Principal AmountUnamortizedDiscounts and Issuance CostsNet Carrying AmountPrincipal AmountUnamortizedDiscounts and Issuance CostsNet Carrying Amount
Senior Secured Credit Facilities:
Revolving credit facilities$256,000 $— $256,000 $99,000 $— $99,000 
Term loan A375,000 (1,498)373,502 375,000 (1,687)373,313 
2028 Convertible Notes500,000 (10,973)489,027 500,000 (12,388)487,612 
Total$1,131,000 $(12,471)$1,118,529 $974,000 $(14,075)$959,925 
Current portion of long-term debt— — 
Long-term debt$1,118,529 $959,925 
In September 2021, the Company entered into a credit agreement (the “2021 Credit Agreement”), governing the Company’s senior secured credit facilities (the “Senior Secured Credit Facilities”). In February 2023, the Company issued $500 million aggregate principal amount of 2.125% Convertible Senior Notes due in 2028 (the “2028 Convertible Notes”). For additional details about the Senior Secured Credit Facilities, the 2028 Convertible Notes and the Capped Call Transactions as defined below, refer to Note 8, “Debt” of the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Third Amendment to the 2021 Credit Agreement
On July 1, 2024, the Company entered into a third amendment (the “Third Amendment”) to the 2021 Credit Agreement. The Third Amendment amended the terms of the 2021 Credit Agreement to increase the maximum borrowing capacity of the Company under the Revolving Credit Facility pursuant to the 2021 Credit Agreement by $300 million from $500 million to $800 million. All other terms of the 2021 Credit Agreement remain unchanged.
Senior Secured Credit Facilities
As of June 28, 2024, the Company maintained Senior Secured Credit Facilities consisting of a five-year $500 million revolving credit facility (the “Revolving Credit Facility”) and a five-year “term A” loan (the “TLA Facility”).
(6.)     DEBT (Continued)
Revolving Credit Facility
The Revolving Credit Facility matures on February 15, 2028. As of June 28, 2024, the Company had available borrowing capacity on the Revolving Credit Facility of $240.5 million after giving effect to $256.0 million of outstanding borrowings and $3.5 million of outstanding standby letters of credit. Borrowings under the Revolving Credit Facility bear interest at a rate based on the secured overnight financing rate for the applicable interest period plus an adjustment of 0.10% per annum, in relation to any loan in U.S. dollars, and the Euro Interbank Offered Rate, in relation to any loan in Euros, plus a margin based on the Company’s Secured Net Leverage Ratio (as defined in the 2021 Credit Agreement). In addition, the Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which ranges between 0.15% and 0.25%, depending on the Company’s Secured Net Leverage Ratio. As of June 28, 2024, the weighted average interest rate on outstanding borrowings under the Revolving Credit Facility was 6.94% and the commitment fee on the unused portion of the Revolving Credit Facility was 0.18%.
TLA Facility
The TLA Facility matures on February 15, 2028, and requires quarterly installments. The quarterly principal installments under the TLA Facility increase over the term of the loan. During 2023, the Company prepaid the contractual amounts due on the TLA Facility through the second quarter of 2025. The interest rate terms for the TLA Facility are the same as those described above for the Revolving Credit Facility borrowings in U.S. dollars. As of June 28, 2024, the interest rate on the TLA Facility was 6.94%.
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 the Company to not exceed a specified maximum Total Net Leverage Ratio (as defined in the 2021 Credit Agreement) and an interest coverage ratio as of the end of each fiscal quarter. As of June 28, 2024, the Company was in compliance with these financial covenants.
Contractual principal maturities under the Senior Secured Credit Facilities as of June 28, 2024, are as follows (in thousands):
Remainder of 20242025202620272028
Future minimum principal payments$— $10,000 $27,500 $30,000 $563,500 
2028 Convertible Notes
In February 2023, the Company issued the 2028 Convertible Notes with an aggregate principal amount of $500 million in a private offering, which aggregate principal amount included the exercise in full of the initial purchasers’ option to purchase up to an additional $65 million principal amount of the 2028 Convertible Notes. The 2028 Convertible Notes were issued pursuant to an indenture dated as of February 3, 2023, by and between the Company and Wilmington Trust, National Association, as trustee.
The 2028 Convertible Notes are senior unsecured obligations of the Company, which bear interest at a fixed rate of 2.125% per annum, payable semiannually in arrears on February 15 and August 15 of each year. The 2028 Convertible Notes will mature on February 15, 2028 unless repurchased, redeemed, or converted in accordance with their terms prior to such date and do not contain financial maintenance covenants. The 2028 Convertible Notes are convertible at an initial conversion rate of 11.4681 shares of the Company’s common stock per $1,000 principal amount of the 2028 Convertible Notes, which is equivalent to an initial conversion price of approximately $87.20 per share of common stock. The conversion rate is subject to standard anti-dilutive adjustments and adjustments upon the occurrence of specified events.
The Company may not redeem the 2028 Convertible Notes prior to February 20, 2026. The Company may redeem for cash all or any portion of the 2028 Convertible Notes, at its option, on or after February 20, 2026 and prior to February 15, 2028, if the last reported sale price of its common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than two trading days immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2028 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
(6.)     DEBT (Continued)
Holders of the 2028 Convertible Notes may convert all or a portion of their 2028 Convertible Notes at their option prior to November 15, 2027, in multiples of $1,000 principal amounts, only under the following circumstances:
during any calendar quarter commencing after the calendar quarter ending on March 31, 2023 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;
during the five business day period after any ten consecutive trading day period (the “Measurement Period”) in which the trading price (as defined in the indenture governing the 2028 Convertible Notes) per $1,000 principal amount of the 2028 Convertible Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate in effect on each such trading day;
if the Company calls any or all of the 2028 Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or
upon the occurrence of specified corporate events.
On or after November 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2028 Convertible Notes, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.
Upon conversion, the 2028 Convertible Notes will be settled in cash up to the aggregate principal amount of the 2028 Convertible Notes to be converted, and in cash, shares of the Company’s common stock or a combination thereof, at the Company’s option, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the 2028 Convertible Notes being converted. If the Company undergoes a fundamental change (as defined in the indenture governing the 2028 Convertible Notes), subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their 2028 Convertible Notes, in principal amounts of $1,000 or a multiple thereof, at a fundamental change repurchase price equal to 100% of the principal amount of the 2028 Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events or if the Company issues a notice of redemption, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their 2028 Convertible Note in connection with such corporate event or during the relevant redemption period.
As of June 28, 2024, the conditions allowing holders of the 2028 Convertible Notes to convert had been met and, therefore, the 2028 Convertible Notes became eligible for conversion at the option of the holders beginning on July 1, 2024 and ending at the close of business on September 30, 2024. Any determination regarding the convertibility of the 2028 Convertible Notes during future periods will be made in accordance with the terms of the indenture governing the 2028 Convertible Notes. If a conversion request occurs, the Company has the intent and ability to refinance the amounts that may become due with respect to the 2028 Convertible Notes using the available borrowing capacity under the Revolving Credit Facility after entry into the Third Amendment to the 2021 Credit Agreement on July 1, 2024. As such, these obligations with respect to the 2028 Convertible Notes continue to be classified as a long-term liability on the Condensed Consolidated Balance Sheet at June 28, 2024.
The 2028 Convertible Notes are accounted for as a single liability measured at amortized cost. The discount and issuance costs related to the 2028 Convertible Notes are being amortized to interest expense over the contractual term of the 2028 Convertible Notes at an effective interest rate of 2.76%.
Capped Call Transactions
In connection with the issuance of the 2028 Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institutions. The Capped Calls are expected generally to reduce the potential dilution to the Company’s common stock in connection with any conversion of the 2028 Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2028 Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap based on the strike price of written warrants. The initial upper strike price of the Capped Calls is $108.59 per share and is subject to certain adjustments under the terms of the Capped Calls.
v3.24.2
STOCK-BASED COMPENSATION
6 Months Ended
Jun. 28, 2024
Share-Based Payment Arrangement [Abstract]  
STOCK-BASED COMPENSATION STOCK-BASED COMPENSATION
The Company maintains certain stock-based compensation plans that were approved by the Company’s stockholders and are administered by the Board of Directors (the “Board”) or the Compensation and Organization Committee (the “Compensation Committee”) of the Board. The stock-based compensation plans provide for the granting of stock options, restricted stock awards, performance awards, time-based restricted stock units (“RSUs”), performance-based RSUs (“PRSUs”), stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers.
Stock-based Compensation Expense
The classification of stock-based compensation expense was as follows (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Cost of sales$823 $1,155 $2,084 $2,262 
Selling, general and administrative4,696 4,085 9,812 8,550 
Research, development and engineering232 259 683 728 
Restructuring and other charges15 35 63 
Total stock-based compensation expense$5,766 $5,501 $12,614 $11,603 
Stock Options
The following table summarizes the Company’s stock option activity for the six month period ended June 28, 2024:
Number of
Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
(In Years)
Aggregate
Intrinsic
Value
(In Millions)
Outstanding at December 31, 2023158,089 $40.35 
Exercised(16,621)44.65 
Outstanding and exercisable at June 28, 2024141,468 $39.84 2.5$10.7 
Time-Based Restricted Stock Units
Most RSUs granted to employees during the six months ended June 28, 2024 vest over a period of three years from the grant date, subject to the recipient’s continuous service to the Company. RSUs are issued to members of the Board as a portion of their annual retainer and vest quarterly over a period of one year. The grant-date fair value of all RSUs is equal to the closing market price of Integer common stock on the date of grant.
The following table summarizes RSU activity for the six month period ended June 28, 2024:
Time-Vested
Activity
Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2023349,755 $76.63 
Granted141,946 106.98 
Vested(143,773)79.08 
Forfeited(22,626)82.50 
Nonvested at June 28, 2024325,302 $88.38 
(7.)     STOCK-BASED COMPENSATION (Continued)
Performance-Based Restricted Stock Units
For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares to be earned (0% to 200% of the target award) depends on the achievement of financial and market-based performance conditions. The financial performance conditions are based on the Company’s sales targets over a three year performance period. The market-based performance conditions are based on the Company’s achievement of a relative total shareholder return performance requirement, on a percentile basis, compared to a defined group of peer companies over a three year performance period, or contingent upon achieving specified stock price milestones over a five year performance period.
The following table summarizes PRSU activity for the six month period ended June 28, 2024:
Performance-
Vested
Activity
Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2023275,503 $84.57 
Granted78,246 110.54 
Performance adjustment(a)
111,590 93.38 
Vested(223,180)93.38 
Forfeited(3,786)83.02 
Nonvested at June 28, 2024238,373 $89.00 
__________
(a)Represents additional PRSUs earned related to above-target achievement of performance conditions, the achievement of which was based upon predefined performance targets established by the Compensation Committee at the initial grant date.
The Company uses a Monte Carlo simulation model to determine the grant-date fair value of awards with market-based performance conditions. The grant-date fair value of all other PRSUs is equal to the closing market price of Integer common stock on the date of grant. The weighted average fair value and assumptions used to value the PRSU awards granted with market-based performance conditions are as follows:
 Six Months Ended
 June 28,
2024
June 30,
2023
Weighted average fair value$117.96 $74.29 
Risk-free interest rate4.13 %3.79 %
Expected volatility34 %46 %
Expected life (in years)3.03.0
Expected dividend yield— %— %
The valuation of the market-based PRSUs granted during 2024 and 2023 also reflects a weighted average illiquidity discount of 8.00% and 11.23%, 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.
v3.24.2
RESTRUCTURING AND OTHER CHARGES
6 Months Ended
Jun. 28, 2024
Restructuring and Related Activities [Abstract]  
RESTRUCTURING AND OTHER CHARGES RESTRUCTURING AND OTHER CHARGES
Restructuring and other charges comprise the following (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Restructuring charges$1,103 $936 $2,531 $2,000 
Acquisition and integration costs
1,056 556 7,391 938 
Other general expenses(1,173)26 (1,055)109 
Total restructuring and other charges
$986 $1,518 $8,867 $3,047 
Restructuring programs
Operational excellence
The Company’s operational excellence initiatives mainly consist of costs associated with executing on its sales force, manufacturing, business process and performance excellence operational strategic imperatives. These projects focus on changing the Company’s organizational structure to match product line growth strategies and customer needs, transitioning its manufacturing process into a competitive advantage and standardizing and optimizing its business processes.
Strategic reorganization and alignment
The Company’s strategic reorganization and alignment initiatives primarily include those that align resources with market conditions and the Company’s strategic direction in order to enhance the profitability of its portfolio of products.
Manufacturing alignment to support growth
The Company’s manufacturing alignment to support growth initiatives are designed to reduce costs, improve operating efficiencies or increase capacity to accommodate growth, which may involve relocation or consolidation of manufacturing operations.
The following table comprises restructuring and restructuring-related charges by classification in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Restructuring charges:
Restructuring and other charges
$1,103 $936 $2,531 $2,000 
Restructuring-related expenses(a):
Cost of sales391 516 730 693 
Selling, general and administrative515 1,346 652 1,587 
Research, development and engineering168 318 169 641 
Total restructuring and restructuring-related charges
$2,177 $3,116 $4,082 $4,921 
__________
(a) Restructuring-related expenses primarily include retention bonuses, consulting expenses and professional fees.
(8.)     RESTRUCTURING AND OTHER CHARGES (Continued)
The following table summarizes the activity for restructuring reserves (in thousands):
Operational
excellence
Strategic reorganization and alignmentManufacturing alignment to support growthTotal
December 31, 2023$21 $125 $1,290 $1,436 
Charges incurred, net of reversals1,104 181 1,246 2,531 
Cash payments(969)(248)(2,171)(3,388)
Non-cash adjustments— — (339)(339)
June 28, 2024$156 $58 $26 $240 
Acquisition and integration costs
Acquisition and integration costs primarily consist of professional fees and other costs related to business acquisitions. During the six months ended June 28, 2024, acquisition and integration costs primarily related to the Pulse and InNeuroCo acquisitions. During the six months ended June 30, 2023, acquisition and integration costs primarily related to the Aran and Oscor acquisitions. Acquisition and integration costs for the six months ended June 30, 2023 included a benefit of $0.3 million to adjust the fair value of acquisition-related contingent consideration liabilities. See Note 13, “Financial Instruments and Fair Value Measurements” for additional information related to the fair value measurement of the contingent consideration.
Other general expenses
During the six months ended June 28, 2024 and June 30, 2023, the Company recorded expenses related to other initiatives not described above, which primarily include gains and losses in connection with the disposal of property, plant and equipment. In addition, during the second quarter of 2024 the Company recorded $1.2 million of loss recoveries relating to property damage which occurred in the fourth quarter of 2023 at one of its manufacturing facilities.
v3.24.2
INCOME TAXES
6 Months Ended
Jun. 28, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, the Company continues to explore tax planning opportunities that may have a material impact on its effective tax rate.
The Company’s effective tax rate for the second quarter of 2024 was 21.9% on $40.0 million of income before taxes compared to 19.8% on $29.9 million of income before taxes for the same period in 2023. The Company’s effective tax rate for the six months ended June 28, 2024 was 20.1% on $64.8 million of income before taxes compared to 19.3% on $45.9 million of income before taxes for the same period of 2023. The difference between the Company’s effective tax rates and the U.S. federal statutory income tax rate of 21% for the second quarter and first six months of 2024 and 2023 is due principally to the net impact of the Company’s earnings outside the U.S., which are generally taxed at rates that differ from the U.S. federal rate, the Global Intangible Low-Taxed Income (“GILTI”) tax, the Foreign Derived Intangible Income (“FDII”) deduction, the availability of tax credits and the recognition of certain discrete tax items.
For the second quarter and first six months of 2024, the Company recorded discrete tax expense of $0.5 million and a discrete tax benefit of $0.3 million, respectively. The discrete tax expense for the second quarter of 2024 relates predominately to unfavorable return to provision adjustments attributable to certain foreign tax returns filed during the quarter. The net discrete tax benefit recorded for the six months of 2024 includes discrete tax amounts for the first quarter of 2024 predominately related to excess tax benefits, net of deductibility limitations, recognized upon vesting of RSUs. For the second quarter and first six months of 2023, the Company recorded discrete tax expense of $0.4 million and $0.5 million, respectively. The discrete tax expense for the second quarter and the six months of 2023 predominately related to unfavorable return to provision adjustments attributable to certain foreign tax returns filed during the quarter. The remainder of the discrete tax amounts relate predominately to excess tax benefits recognized upon vesting of RSUs during those periods partially offset by tax expense from shortfalls recorded for the forfeiture of certain PRSUs.
On December 15, 2022, the European Union (“EU”) Member States formally adopted the EU’s Pillar Two Directive, which generally provides for a minimum effective tax rate of 15%, as established by the Organization for Economic Co-operation and Development (“OECD”) Pillar Two Framework. The effective dates are January 1, 2024 and January 1, 2025, for different aspects of the directive. A significant number of other countries are expected to also implement similar legislation with varying effective dates in the future. The Company is continuing to evaluate the potential impact on future periods of the Pillar Two Framework, pending legislative adoption by additional individual countries. The Company’s 2024 provision for income taxes includes the impact of the Pillar Two 15% Global Minimum Tax, with an enactment date of January 1, 2024.
Unrecognized tax benefits reflect the difference between positions taken or expected to be taken on income tax returns and the amounts reflected in the financial statements. As of June 28, 2024, the Company had unrecognized tax benefits of approximately $6.5 million, substantially all of which would favorably impact the effective tax rate, net of federal benefit on state issues, if recognized. As of June 28, 2024, the Company believes it is reasonably possible that a reduction of approximately $0.5 million of the balance of unrecognized tax benefits may occur within the next 12 months as a result of various statute expirations, audit closures, and/or tax settlements.
v3.24.2
COMMITMENTS AND CONTINGENCIES
6 Months Ended
Jun. 28, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
Contingent Consideration Arrangements
The Company records contingent consideration liabilities related to the earn-out provisions for certain acquisitions. See Note 13, “Financial Instruments and Fair Value Measurements” for additional information.
Litigation
The Company is subject to litigation arising from time to time in the ordinary course of its business. The Company does not expect that the ultimate resolution of any pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows. However, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action, which the Company currently believes to be immaterial, will not become material in the future.
v3.24.2
EARNINGS PER SHARE (“EPS”)
6 Months Ended
Jun. 28, 2024
Earnings Per Share [Abstract]  
EARNINGS PER SHARE (“EPS”) EARNINGS PER SHARE (“EPS”)
The following table sets forth a reconciliation of the information used in computing basic and diluted EPS (in thousands, except per share amounts):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Numerator for basic and diluted EPS:
Net income$31,246 $23,971 $51,754 $37,036 
Denominator for basic and diluted EPS:
Weighted average shares outstanding - Basic33,600 33,312 33,540 33,285 
Dilutive effect of share-based awards476 374 481 346 
Dilutive impact of convertible notes1,453 — 1,243 — 
Weighted average shares outstanding - Diluted35,529 33,686 35,264 33,631 
Basic EPS$0.93 $0.72 $1.54 $1.11 
Diluted EPS$0.88 $0.71 $1.47 $1.10 
The diluted weighted average share calculations do not include the following securities, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
RSUs— 
PRSUs41 83 41 108 
The dilutive effect for the Company's 2028 Convertible Notes is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the 2028 Convertible Notes, to settle the principal amount of the 2028 Convertible Notes in cash and may elect to settle the remaining conversion obligation (the in-the-money portion) in cash, shares of the Company's common stock, or a combination thereof. Because the principal amount of the 2028 Convertible Notes must be settled in cash, the dilutive impact of applying the if-converted method is limited to the in-the-money portion, if any, of the 2028 Convertible Notes. During the three and six months ended June 30, 2023, the potential conversion of the 2028 Convertible Notes was not included in the diluted earnings per share calculation because the conversion feature in the 2028 Convertible Notes was out of the money and all associated shares were antidilutive.
v3.24.2
STOCKHOLDERS' EQUITY
6 Months Ended
Jun. 28, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Common Stock
The following is a summary of the number of shares of common stock issued and outstanding for the six month periods ended June 28, 2024 and June 30, 2023:
Six Months Ended
June 28,
2024
June 30,
2023
Shares outstanding at beginning of period33,329,648 33,169,778 
Stock options exercised16,621 58,413 
Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes184,910 79,889 
Shares outstanding at end of period33,531,179 33,308,080 
Accumulated Other Comprehensive Income
Accumulated other comprehensive income (“AOCI”) comprises the following (in thousands):
Defined
Benefit
Plan
Liability
Cash
Flow
Hedges
Foreign
Currency
Translation
Adjustment
Total
Pre-Tax
Amount
TaxNet-of-Tax
Amount
March 29, 2024$(28)$3,528 $5,091 $8,591 $(720)$7,871 
Unrealized loss on cash flow hedges— (3,797)— (3,797)797 (3,000)
Realized gain on foreign currency hedges— (439)— (439)93 (346)
Foreign currency translation loss— — (3,911)(3,911)— (3,911)
June 28, 2024$(28)$(708)$1,180 $444 $170 $614 
December 31, 2023$(28)$2,153 $18,529 $20,654 $(431)$20,223 
Unrealized loss on cash flow hedges— (1,991)— (1,991)418 (1,573)
Realized gain on foreign currency hedges— (870)— (870)183 (687)
Foreign currency translation loss— — (17,349)(17,349)— (17,349)
June 28, 2024$(28)$(708)$1,180 $444 $170 $614 
March 31, 2023$(346)$3,927 $12,075 $15,656 $(690)$14,966 
Unrealized gain on cash flow hedges— 2,126 — 2,126 (447)1,679 
Realized gain on foreign currency hedges— (1,318)— (1,318)277 (1,041)
Realized gain on interest rate swap hedge— (675)— (675)142 (533)
Foreign currency translation loss— — (2,901)(2,901)— (2,901)
June 30, 2023$(346)$4,060 $9,174 $12,888 $(718)$12,170 
December 31, 2022$(346)$1,760 $4,150 $5,564 $(235)$5,329 
Unrealized gain on cash flow hedges— 5,572 — 5,572 (1,170)4,402 
Realized gain on foreign currency hedges— (2,010)— (2,010)422 (1,588)
Realized gain on interest rate swap hedge— (1,262)— (1,262)265 (997)
Foreign currency translation gain— — 5,024 5,024 — 5,024 
June 30, 2023$(346)$4,060 $9,174 $12,888 $(718)$12,170 
v3.24.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
6 Months Ended
Jun. 28, 2024
Fair Value Disclosures [Abstract]  
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Assets and Liabilities Measured at Fair Value on a Recurring Basis
Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments and contingent consideration. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis.
The Company is exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates, and may use derivatives to manage these exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets.
The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands):
Fair ValueQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
June 28, 2024
Assets: Foreign currency hedging contracts$313 $— $313 $— 
Liabilities: Foreign currency hedging contracts1,021 — 1,021 — 
Liabilities: Contingent consideration4,454 — — 4,454 
December 31, 2023
Assets: Foreign currency hedging contracts$2,153 $— $2,153 $— 
Liabilities: Contingent consideration876 — — 876 
Derivatives Designated as Hedging Instruments
Foreign Currency Contracts
The Company periodically enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate fluctuations in its international operations. The Company has designated these foreign currency forward contracts as cash flow hedges.
Information regarding outstanding foreign currency forward contracts as of June 28, 2024 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$25,911 Dec 20241.0807Euro$(99)Accrued expenses and other current liabilities
10,004 Dec 20240.0246UYU Peso286 Prepaid expenses and other current assets
46,418 Jun 20250.0542MXN Peso$(922)Accrued expenses and other current liabilities
8,655 Dec 20250.0506MXN Peso27 Other long-term assets
Information regarding outstanding foreign currency forward contracts as of December 31, 2023 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$51,389 Dec 20241.0831Euro$1,389 Prepaid expenses and other current assets
19,392 Dec 20240.0566MXN Peso182 Prepaid expenses and other current assets
19,201 Dec 20240.0248UYU Peso582 Prepaid expenses and other current assets
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
The following tables present the effect of cash flow hedge derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 28, 2024 and June 30, 2023 (in thousands):
Three Months Ended
June 28, 2024June 30, 2023
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$436,202 $(76)$400,044 $(83)
Cost of sales316,809 449 294,240 1,384 
Operating expenses64,207 66 64,228 17 
Interest expense15,278 — 11,459 675 
Six Months Ended
June 28, 2024June 30, 2023
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$851,007 $(66)$778,829 $(134)
Cost of sales621,774 806 576,352 2,092 
Operating expenses134,770 130 126,735 52 
Interest expense29,949 — 28,713 1,262 

Unrealized Gain (Loss) Recognized in OCIRealized Gain (Loss) Reclassified from AOCI
Three Months Ended
Location in Statements of Operations and Comprehensive
 Income
Three Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Interest rate swap$— $Interest expense$— $675 
Foreign exchange contracts(295)364 Sales(76)(83)
Foreign exchange contracts(3,209)1,739 Cost of sales449 1,384 
Foreign exchange contracts(293)17 Operating expenses66 17 
Six Months Ended
Location in Statements of Operations and Comprehensive
 Income
Six Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Interest rate swap$— $— Interest expense$— $1,262 
Foreign exchange contracts(1,554)513 Sales(66)(134)
Foreign exchange contracts(493)5,014 Cost of sales806 2,092 
Foreign exchange contracts56 45 Operating expenses130 52 
The Company expects to reclassify net losses totaling $0.7 million related to its cash flow hedges from AOCI into earnings during the next twelve months.
(13.)     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 June 28, 2024 and December 31, 2023, the Company had total gross notional amounts of $25.0 million and $23.0 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. Gains/losses on foreign currency contracts not designated as hedging instruments are included in Other (gain) loss, net on the Condensed Consolidated Statements of Operations and Comprehensive Income. The Company recorded net losses of $0.3 million and $1.2 million, respectively, for the three and six months ended June 28, 2024, compared to net losses of approximately $0.1 million for the three and six months ended June 30, 2023. 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
The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three and six months ended June 28, 2024 and June 30, 2023 (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Fair value measurement at beginning of period$4,454 $11,732 $876 $11,756 
Amount recorded for current year acquisitions
— — 3,578 — 
Fair value measurement adjustment— — — (265)
Payments
— (11,177)— (11,177)
Foreign currency translation— — — 241 
Fair value measurement at end of period$4,454 $555 $4,454 $555 
The contingent consideration at June 28, 2024 is the estimated fair value of the Company’s remaining obligations, under the purchase agreements for Pulse and InNeuroCo, to make additional payments if certain revenue goals are met. As of June 28, 2024 and December 31, 2023, the contingent consideration liability of $4.5 million and $0.9 million, respectively, was non-current and included in Other long-term liabilities on the Condensed Consolidated Balance Sheets.
On January 5, 2024, the Company acquired 100% of the outstanding capital stock of Pulse. The fair value of the contingent consideration liability relating to the acquisition of Pulse was $3.6 million at the date of acquisition and at June 28, 2024. See Note 2, “Business Acquisitions,” for additional information about the Pulse acquisition and related contingent consideration.
Effective as of October 1, 2023, the Company acquired certain assets and assumed certain liabilities of InNeuroCo. The fair value of the contingent consideration liability relating to the InNeuroCo acquisition was $0.9 million at the date of acquisition and at June 28, 2024. See Note 2, “Business Acquisitions,” for additional information about the InNeuroCo acquisition and related contingent consideration.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these items.
Borrowings under the Company’s Revolving Credit Facility and TLA Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments.
As of June 28, 2024 and December 31, 2023, the estimated fair value of the 2028 Convertible Notes was approximately $711 million and $635 million, respectively. The estimated fair value of the 2028 Convertible Notes was determined through consideration of quoted market prices. The fair value of the 2028 Convertible Notes is categorized in Level 2 of the fair value hierarchy.
(13.)     FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued)
Equity Investments
The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Condensed Consolidated Balance Sheets.
Equity investments comprise the following (in thousands):
June 28,
2024
December 31,
2023
Equity method investment$8,900 $7,771 
Non-marketable equity securities427 427 
Total equity investments
$9,327 $8,198 
The components of (Gain) loss on equity investments for each period were as follows (in thousands):
Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Equity method investment (gain) loss$$(134)$(1,129)$21 
The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of June 28, 2024, the Company owned 7.3% of this fund.
v3.24.2
SEGMENT INFORMATION
6 Months Ended
Jun. 28, 2024
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. This segment structure reflects the financial information and reports used by the Company’s management, specifically its Chief Operating Decision Maker, to make decisions regarding the Company’s business, including resource allocations and performance assessments. This segment structure reflects the Company’s current operating focus in compliance with ASC 280, Segment Reporting. For purposes of segment reporting, intercompany sales between segments are not material.
The following table presents sales by product line (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Segment sales by product line:
Medical
Cardio & Vascular$231,335 $208,494 $453,171 $399,697 
Cardiac Rhythm Management & Neuromodulation
167,635 153,411 323,892 298,550 
Advanced Surgical, Orthopedics & Portable Medical28,408 27,206 57,529 55,130 
Total Medical427,378 389,111 834,592 753,377 
Non-Medical8,824 10,933 16,415 25,452 
Total sales$436,202 $400,044 $851,007 $778,829 
The following table presents income for the Company’s reportable segments (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Segment income:
Medical$81,410 $68,497 $153,763 $123,303 
Non-Medical508 278 807 4,304 
Total segment income81,918 68,775 154,570 127,607 
Unallocated operating expenses
(26,732)(27,199)(60,107)(51,865)
Operating income55,186 41,576 94,463 75,742 
Unallocated expenses, net(15,158)(11,684)(29,700)(29,853)
Income before taxes$40,028 $29,892 $64,763 $45,889 
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS
6 Months Ended
Jun. 28, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregated Revenue
In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment’s results of operations. For a summary by disaggregated product line sales for each segment, refer to Note 14, “Segment Information.”
Revenue recognized from products and services transferred to customers over time represented 32% and 33%, respectively, of total revenue for the three and six months ended June 28, 2024, compared to 27% for the three and six months ended June 30, 2023. Substantially all of the revenue recognized from products and services transferred to customers over time during the periods presented was within the Medical segment.
The following tables present revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues.
Three Months Ended
June 28, 2024June 30, 2023
CustomerMedicalNon-Medical MedicalNon-Medical
Customer A17%*17%*
Customer B16%*17%*
Customer C14%*13%*
Customer D*22%*20%
Customer E*10%**
Customer F*12%**
All other customers53%56%53%80%
Six Months Ended
June 28, 2024June 30, 2023
CustomerMedicalNon-MedicalMedicalNon-Medical
Customer A17%*18%*
Customer B15%*17%*
Customer C14%*13%*
Customer D*20%*21%
Customer E*12%**
Customer F*10%**
All other customers54%58%52%79%
__________
* Less than 10% of segment’s total revenues for the period.
(15.)    REVENUE FROM CONTRACTS WITH CUSTOMERS
The following tables present revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped.
Three Months Ended
June 28, 2024June 30, 2023
Ship to LocationMedicalNon-Medical MedicalNon-Medical
United States56%59%54%64%
Canada***12%
All other countries44%41%46%24%
Six Months Ended
June 28, 2024June 30, 2023
Ship to LocationMedicalNon-MedicalMedicalNon-Medical
United States57%58%54%62%
Canada*11%*11%
United Kingdom*11%**
All other countries43%20%46%27%
__________
* Less than 10% of segment’s total revenues for the period.
Contract Balances
The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):
June 28,
2024
December 31,
2023
Contract assets$97,212 $85,871 
Contract liabilities5,066 6,142 
During the three and six months ended June 28, 2024, the Company recognized $1.3 million and $2.8 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2023. During the three and six months ended June 30, 2023, the Company recognized $1.3 million and $2.7 million, respectively, of revenue that was included in the contract liability balance as of December 31, 2022.
v3.24.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Pay vs Performance Disclosure        
Net income $ 31,246 $ 23,971 $ 51,754 $ 37,036
v3.24.2
Insider Trading Arrangements
3 Months Ended
Jun. 28, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2
BASIS OF PRESENTATION (Policies)
6 Months Ended
Jun. 28, 2024
Accounting Policies [Abstract]  
Interim Basis of Accounting
In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of the Company for the periods presented. The results for interim periods are not necessarily indicative of results or trends that may be expected for the fiscal year as a whole. The condensed consolidated financial statements were prepared using U.S. GAAP, which require management to make estimates and assumptions that affect the reported amounts of assets, liabilities, certain components of equity, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates.
Factoring Arrangements
Factoring Arrangements
The Company has receivable factoring arrangements, pursuant to which certain receivables may be sold on a non-recourse basis to financial institutions. Transactions under the receivables factoring arrangements are accounted for as sales under ASC 860, Transfers and Servicing of Financial Assets, with the sold receivables removed from the Company’s balance sheet. Under these arrangements, the Company does not maintain any beneficial interest in the receivables sold. Once sold, the receivables are no longer available to satisfy creditors in the event of bankruptcy. Sale proceeds are reflected in Cash flows from operating activities on the Condensed Consolidated Statements of Cash Flows. Factoring fees are recorded in Selling, general, and administrative expenses in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income.
Supplier Financing Arrangements
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.
Recent Accounting Pronouncements
Recent Accounting Pronouncements
The Company considers the applicability and impact of all Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”). The Company evaluated all recent accounting pronouncements issued, including those that are currently effective, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no new or material changes to the significant accounting policies discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, that are of significance, or potential significance, to the Company.
Income Taxes The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is a potential for volatility of the effective tax rate due to several factors, including discrete items, changes in the mix and amount of pre-tax income and the jurisdictions to which it relates, changes in tax laws and foreign tax holidays, business reorganizations, settlements with taxing authorities and foreign currency fluctuations. In addition, the Company continues to explore tax planning opportunities that may have a material impact on its effective tax rate.
Equity Investments
Equity Investments
The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Condensed Consolidated Balance Sheets.
v3.24.2
BUSINESS ACQUISITIONS (Tables)
6 Months Ended
Jun. 28, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Schedule 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 (excluding inventory)$7,456 
Inventory8,612 
Property, plant and equipment25,950 
Goodwill38,058 
Definite-lived intangible assets64,000 
Finance lease assets7,964 
Current liabilities(1,760)
Finance lease liabilities(7,936)
Fair value of net assets acquired$142,344 
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 (excluding inventory)$6,924 
Inventory5,376 
Property, plant and equipment3,436 
Goodwill20,989 
Definite-lived intangible assets9,200 
Operating lease assets2,072 
Current liabilities(2,331)
Operating lease liabilities(1,157)
Fair value of net assets acquired$44,509 
Schedule of Finite-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$48,000 20.013.0%
Technology16,000 10.013.0%
$64,000 
The purchase price was allocated to intangible assets as follows (dollars in thousands):
Definite-lived Intangible AssetsFair Value Assigned
Customer lists$4,000 
Technology5,200 
$9,200 
Schedule of Business Acquisition, Pro Forma Information These pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future.
Three Months Ended
June 30, 2023
Six Months Ended
June 30, 2023
Sales$415,836 $811,346 
Net income21,337 28,005 
v3.24.2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
6 Months Ended
Jun. 28, 2024
Supplemental Cash Flow Elements [Abstract]  
Schedule of Cash Flow, Supplemental Disclosures
The following is supplemental information relating to the Condensed Consolidated Statements of Cash Flows (in thousands):
Six Months Ended
June 28,
2024
June 30,
2023
Noncash investing and financing activities:
Property, plant and equipment purchases included in accounts payable$11,791 $9,059 
Supplemental lease disclosures:
Assets acquired under operating leases4,104 912 
Assets acquired under finance leases5,862 331 
v3.24.2
INVENTORIES (Tables)
6 Months Ended
Jun. 28, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory
Inventories comprise the following (in thousands):
June 28,
2024
December 31,
2023
Raw materials$124,509 $115,887 
Work-in-process131,822 106,032 
Finished goods16,004 17,797 
Total$272,335 $239,716 
v3.24.2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)
6 Months Ended
Jun. 28, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The changes in the carrying amount of goodwill by reportable segment for the six months ended June 28, 2024 were as follows (in thousands):
MedicalNon- MedicalTotal
December 31, 2023$994,007 $17,000 $1,011,007 
Pulse acquisition (Note 2)38,094 — 38,094 
Acquisition-related adjustments (Note 2)(36)(36)
Foreign currency translation(6,882)— (6,882)
June 28, 2024$1,025,183 $17,000 $1,042,183 
Schedule of Finite-Lived Intangible Assets, Major Class Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
June 28, 2024
Definite-lived:
Purchased technology and patents$304,657 $(202,854)$101,803 
Customer lists877,757 (269,481)608,276 
Amortizing tradenames and other20,446 (7,086)13,360 
Total amortizing intangible assets$1,202,860 $(479,421)$723,439 
Indefinite-lived:
Trademarks and tradenames$90,288 
December 31, 2023
Definite-lived:
Purchased technology and patents$291,142 $(196,388)$94,754 
Customer lists837,453 (253,267)584,186 
Amortizing tradenames and other21,035 (7,117)13,918 
Total amortizing intangible assets$1,149,630 $(456,772)$692,858 
Indefinite-lived:
Trademarks and tradenames$90,288 
Schedule of Indefinite-Lived Intangible Assets Intangible assets comprise the following (in thousands):
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
June 28, 2024
Definite-lived:
Purchased technology and patents$304,657 $(202,854)$101,803 
Customer lists877,757 (269,481)608,276 
Amortizing tradenames and other20,446 (7,086)13,360 
Total amortizing intangible assets$1,202,860 $(479,421)$723,439 
Indefinite-lived:
Trademarks and tradenames$90,288 
December 31, 2023
Definite-lived:
Purchased technology and patents$291,142 $(196,388)$94,754 
Customer lists837,453 (253,267)584,186 
Amortizing tradenames and other21,035 (7,117)13,918 
Total amortizing intangible assets$1,149,630 $(456,772)$692,858 
Indefinite-lived:
Trademarks and tradenames$90,288 
Schedule of Finite-Lived Intangible Assets, Amortization Expense
Aggregate intangible asset amortization expense comprises the following (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Cost of sales$3,707 $4,037 $8,056 $8,014 
Selling, general and administrative expenses9,991 9,070 19,079 18,017 
Total intangible asset amortization expense$13,698 $13,107 $27,135 $26,031 
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
Estimated future intangible asset amortization expense based on the carrying value as of June 28, 2024 is as follows (in thousands):
Remainder of 20242025202620272028After 2028
Amortization Expense$27,739 $54,052 $53,330 $51,838 $50,032 $486,448 
v3.24.2
DEBT (Tables)
6 Months Ended
Jun. 28, 2024
Debt Disclosure [Abstract]  
Schedule of Long-Term Debt
Long-term debt comprises the following (in thousands):
 June 28, 2024December 31, 2023
Principal AmountUnamortizedDiscounts and Issuance CostsNet Carrying AmountPrincipal AmountUnamortizedDiscounts and Issuance CostsNet Carrying Amount
Senior Secured Credit Facilities:
Revolving credit facilities$256,000 $— $256,000 $99,000 $— $99,000 
Term loan A375,000 (1,498)373,502 375,000 (1,687)373,313 
2028 Convertible Notes500,000 (10,973)489,027 500,000 (12,388)487,612 
Total$1,131,000 $(12,471)$1,118,529 $974,000 $(14,075)$959,925 
Current portion of long-term debt— — 
Long-term debt$1,118,529 $959,925 
Schedule of Maturities of Long-term Debt
Contractual principal maturities under the Senior Secured Credit Facilities as of June 28, 2024, are as follows (in thousands):
Remainder of 20242025202620272028
Future minimum principal payments$— $10,000 $27,500 $30,000 $563,500 
v3.24.2
STOCK-BASED COMPENSATION (Tables)
6 Months Ended
Jun. 28, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Employee Service Share-Based Compensation, Allocation of Recognized Period Costs
The classification of stock-based compensation expense was as follows (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Cost of sales$823 $1,155 $2,084 $2,262 
Selling, general and administrative4,696 4,085 9,812 8,550 
Research, development and engineering232 259 683 728 
Restructuring and other charges15 35 63 
Total stock-based compensation expense$5,766 $5,501 $12,614 $11,603 
Schedule of Share-Based Compensation, Stock Options Activity
The following table summarizes the Company’s stock option activity for the six month period ended June 28, 2024:
Number of
Stock
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Life
(In Years)
Aggregate
Intrinsic
Value
(In Millions)
Outstanding at December 31, 2023158,089 $40.35 
Exercised(16,621)44.65 
Outstanding and exercisable at June 28, 2024141,468 $39.84 2.5$10.7 
Schedule of Share-Based Compensation, Restricted Stock and Restricted Stock Units Activity
The following table summarizes RSU activity for the six month period ended June 28, 2024:
Time-Vested
Activity
Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2023349,755 $76.63 
Granted141,946 106.98 
Vested(143,773)79.08 
Forfeited(22,626)82.50 
Nonvested at June 28, 2024325,302 $88.38 
The following table summarizes PRSU activity for the six month period ended June 28, 2024:
Performance-
Vested
Activity
Weighted
Average
Grant Date Fair Value
Nonvested at December 31, 2023275,503 $84.57 
Granted78,246 110.54 
Performance adjustment(a)
111,590 93.38 
Vested(223,180)93.38 
Forfeited(3,786)83.02 
Nonvested at June 28, 2024238,373 $89.00 
__________
(a)Represents additional PRSUs earned related to above-target achievement of performance conditions, the achievement of which was based upon predefined performance targets established by the Compensation Committee at the initial grant date.
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions The weighted average fair value and assumptions used to value the PRSU awards granted with market-based performance conditions are as follows:
 Six Months Ended
 June 28,
2024
June 30,
2023
Weighted average fair value$117.96 $74.29 
Risk-free interest rate4.13 %3.79 %
Expected volatility34 %46 %
Expected life (in years)3.03.0
Expected dividend yield— %— %
v3.24.2
RESTRUCTURING AND OTHER CHARGES (Tables)
6 Months Ended
Jun. 28, 2024
Restructuring and Related Activities [Abstract]  
Schedule of Restructuring and Related Charges
Restructuring and other charges comprise the following (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Restructuring charges$1,103 $936 $2,531 $2,000 
Acquisition and integration costs
1,056 556 7,391 938 
Other general expenses(1,173)26 (1,055)109 
Total restructuring and other charges
$986 $1,518 $8,867 $3,047 
The following table comprises restructuring and restructuring-related charges by classification in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (in thousands):
 Three Months EndedSix Months Ended
 June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Restructuring charges:
Restructuring and other charges
$1,103 $936 $2,531 $2,000 
Restructuring-related expenses(a):
Cost of sales391 516 730 693 
Selling, general and administrative515 1,346 652 1,587 
Research, development and engineering168 318 169 641 
Total restructuring and restructuring-related charges
$2,177 $3,116 $4,082 $4,921 
__________
(a) Restructuring-related expenses primarily include retention bonuses, consulting expenses and professional fees.
Schedule of Changes in Restructuring Reserves
The following table summarizes the activity for restructuring reserves (in thousands):
Operational
excellence
Strategic reorganization and alignmentManufacturing alignment to support growthTotal
December 31, 2023$21 $125 $1,290 $1,436 
Charges incurred, net of reversals1,104 181 1,246 2,531 
Cash payments(969)(248)(2,171)(3,388)
Non-cash adjustments— — (339)(339)
June 28, 2024$156 $58 $26 $240 
v3.24.2
EARNINGS PER SHARE (“EPS”) (Tables)
6 Months Ended
Jun. 28, 2024
Earnings Per Share [Abstract]  
Schedule of Calculation of Numerator and Denominator in Earnings Per Share
The following table sets forth a reconciliation of the information used in computing basic and diluted EPS (in thousands, except per share amounts):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Numerator for basic and diluted EPS:
Net income$31,246 $23,971 $51,754 $37,036 
Denominator for basic and diluted EPS:
Weighted average shares outstanding - Basic33,600 33,312 33,540 33,285 
Dilutive effect of share-based awards476 374 481 346 
Dilutive impact of convertible notes1,453 — 1,243 — 
Weighted average shares outstanding - Diluted35,529 33,686 35,264 33,631 
Basic EPS$0.93 $0.72 $1.54 $1.11 
Diluted EPS$0.88 $0.71 $1.47 $1.10 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The diluted weighted average share calculations do not include the following securities, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
RSUs— 
PRSUs41 83 41 108 
v3.24.2
STOCKHOLDERS' EQUITY (Tables)
6 Months Ended
Jun. 28, 2024
Equity [Abstract]  
Schedule of Common Stock Outstanding Roll Forward
The following is a summary of the number of shares of common stock issued and outstanding for the six month periods ended June 28, 2024 and June 30, 2023:
Six Months Ended
June 28,
2024
June 30,
2023
Shares outstanding at beginning of period33,329,648 33,169,778 
Stock options exercised16,621 58,413 
Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes184,910 79,889 
Shares outstanding at end of period33,531,179 33,308,080 
Schedule of Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (“AOCI”) comprises the following (in thousands):
Defined
Benefit
Plan
Liability
Cash
Flow
Hedges
Foreign
Currency
Translation
Adjustment
Total
Pre-Tax
Amount
TaxNet-of-Tax
Amount
March 29, 2024$(28)$3,528 $5,091 $8,591 $(720)$7,871 
Unrealized loss on cash flow hedges— (3,797)— (3,797)797 (3,000)
Realized gain on foreign currency hedges— (439)— (439)93 (346)
Foreign currency translation loss— — (3,911)(3,911)— (3,911)
June 28, 2024$(28)$(708)$1,180 $444 $170 $614 
December 31, 2023$(28)$2,153 $18,529 $20,654 $(431)$20,223 
Unrealized loss on cash flow hedges— (1,991)— (1,991)418 (1,573)
Realized gain on foreign currency hedges— (870)— (870)183 (687)
Foreign currency translation loss— — (17,349)(17,349)— (17,349)
June 28, 2024$(28)$(708)$1,180 $444 $170 $614 
March 31, 2023$(346)$3,927 $12,075 $15,656 $(690)$14,966 
Unrealized gain on cash flow hedges— 2,126 — 2,126 (447)1,679 
Realized gain on foreign currency hedges— (1,318)— (1,318)277 (1,041)
Realized gain on interest rate swap hedge— (675)— (675)142 (533)
Foreign currency translation loss— — (2,901)(2,901)— (2,901)
June 30, 2023$(346)$4,060 $9,174 $12,888 $(718)$12,170 
December 31, 2022$(346)$1,760 $4,150 $5,564 $(235)$5,329 
Unrealized gain on cash flow hedges— 5,572 — 5,572 (1,170)4,402 
Realized gain on foreign currency hedges— (2,010)— (2,010)422 (1,588)
Realized gain on interest rate swap hedge— (1,262)— (1,262)265 (997)
Foreign currency translation gain— — 5,024 5,024 — 5,024 
June 30, 2023$(346)$4,060 $9,174 $12,888 $(718)$12,170 
v3.24.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables)
6 Months Ended
Jun. 28, 2024
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)
June 28, 2024
Assets: Foreign currency hedging contracts$313 $— $313 $— 
Liabilities: Foreign currency hedging contracts1,021 — 1,021 — 
Liabilities: Contingent consideration4,454 — — 4,454 
December 31, 2023
Assets: Foreign currency hedging contracts$2,153 $— $2,153 $— 
Liabilities: Contingent consideration876 — — 876 
Information regarding outstanding foreign currency forward contracts as of June 28, 2024 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$25,911 Dec 20241.0807Euro$(99)Accrued expenses and other current liabilities
10,004 Dec 20240.0246UYU Peso286 Prepaid expenses and other current assets
46,418 Jun 20250.0542MXN Peso$(922)Accrued expenses and other current liabilities
8,655 Dec 20250.0506MXN Peso27 Other long-term assets
Information regarding outstanding foreign currency forward contracts as of December 31, 2023 is as follows (dollars in thousands):
Notional AmountMaturity Date$/Foreign CurrencyFair ValueBalance Sheet Location
$51,389 Dec 20241.0831Euro$1,389 Prepaid expenses and other current assets
19,392 Dec 20240.0566MXN Peso182 Prepaid expenses and other current assets
19,201 Dec 20240.0248UYU Peso582 Prepaid expenses and other current assets
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss)
The following tables present the effect of cash flow hedge derivative instruments on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income for the three and six months ended June 28, 2024 and June 30, 2023 (in thousands):
Three Months Ended
June 28, 2024June 30, 2023
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$436,202 $(76)$400,044 $(83)
Cost of sales316,809 449 294,240 1,384 
Operating expenses64,207 66 64,228 17 
Interest expense15,278 — 11,459 675 
Six Months Ended
June 28, 2024June 30, 2023
TotalAmount of Gain (Loss) on Cash Flow Hedge ActivityTotalAmount of Gain (Loss) on Cash Flow Hedge Activity
Sales$851,007 $(66)$778,829 $(134)
Cost of sales621,774 806 576,352 2,092 
Operating expenses134,770 130 126,735 52 
Interest expense29,949 — 28,713 1,262 

Unrealized Gain (Loss) Recognized in OCIRealized Gain (Loss) Reclassified from AOCI
Three Months Ended
Location in Statements of Operations and Comprehensive
 Income
Three Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Interest rate swap$— $Interest expense$— $675 
Foreign exchange contracts(295)364 Sales(76)(83)
Foreign exchange contracts(3,209)1,739 Cost of sales449 1,384 
Foreign exchange contracts(293)17 Operating expenses66 17 
Six Months Ended
Location in Statements of Operations and Comprehensive
 Income
Six Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Interest rate swap$— $— Interest expense$— $1,262 
Foreign exchange contracts(1,554)513 Sales(66)(134)
Foreign exchange contracts(493)5,014 Cost of sales806 2,092 
Foreign exchange contracts56 45 Operating expenses130 52 
Schedule of Estimated Fair Values for Contingent Consideration
The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for the three and six months ended June 28, 2024 and June 30, 2023 (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Fair value measurement at beginning of period$4,454 $11,732 $876 $11,756 
Amount recorded for current year acquisitions
— — 3,578 — 
Fair value measurement adjustment— — — (265)
Payments
— (11,177)— (11,177)
Foreign currency translation— — — 241 
Fair value measurement at end of period$4,454 $555 $4,454 $555 
Schedule of Equity Method Investments
Equity investments comprise the following (in thousands):
June 28,
2024
December 31,
2023
Equity method investment$8,900 $7,771 
Non-marketable equity securities427 427 
Total equity investments
$9,327 $8,198 
The components of (Gain) loss on equity investments for each period were as follows (in thousands):
Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Equity method investment (gain) loss$$(134)$(1,129)$21 
v3.24.2
SEGMENT INFORMATION (Tables)
6 Months Ended
Jun. 28, 2024
Segment Reporting [Abstract]  
Schedule of Reconciliation of Revenue from Segments to Consolidated
The following table presents sales by product line (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Segment sales by product line:
Medical
Cardio & Vascular$231,335 $208,494 $453,171 $399,697 
Cardiac Rhythm Management & Neuromodulation
167,635 153,411 323,892 298,550 
Advanced Surgical, Orthopedics & Portable Medical28,408 27,206 57,529 55,130 
Total Medical427,378 389,111 834,592 753,377 
Non-Medical8,824 10,933 16,415 25,452 
Total sales$436,202 $400,044 $851,007 $778,829 
Schedule of Reconciliation of Operating Profit (Loss) from Segments to Consolidated
The following table presents income for the Company’s reportable segments (in thousands):
 Three Months EndedSix Months Ended
June 28,
2024
June 30,
2023
June 28,
2024
June 30,
2023
Segment income:
Medical$81,410 $68,497 $153,763 $123,303 
Non-Medical508 278 807 4,304 
Total segment income81,918 68,775 154,570 127,607 
Unallocated operating expenses
(26,732)(27,199)(60,107)(51,865)
Operating income55,186 41,576 94,463 75,742 
Unallocated expenses, net(15,158)(11,684)(29,700)(29,853)
Income before taxes$40,028 $29,892 $64,763 $45,889 
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
6 Months Ended
Jun. 28, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Revenue by Major Customers by Reporting Segments
The following tables present revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues.
Three Months Ended
June 28, 2024June 30, 2023
CustomerMedicalNon-Medical MedicalNon-Medical
Customer A17%*17%*
Customer B16%*17%*
Customer C14%*13%*
Customer D*22%*20%
Customer E*10%**
Customer F*12%**
All other customers53%56%53%80%
Six Months Ended
June 28, 2024June 30, 2023
CustomerMedicalNon-MedicalMedicalNon-Medical
Customer A17%*18%*
Customer B15%*17%*
Customer C14%*13%*
Customer D*20%*21%
Customer E*12%**
Customer F*10%**
All other customers54%58%52%79%
__________
* Less than 10% of segment’s total revenues for the period.
Schedule of Revenue by Ship To Location
The following tables present revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped.
Three Months Ended
June 28, 2024June 30, 2023
Ship to LocationMedicalNon-Medical MedicalNon-Medical
United States56%59%54%64%
Canada***12%
All other countries44%41%46%24%
Six Months Ended
June 28, 2024June 30, 2023
Ship to LocationMedicalNon-MedicalMedicalNon-Medical
United States57%58%54%62%
Canada*11%*11%
United Kingdom*11%**
All other countries43%20%46%27%
__________
* Less than 10% of segment’s total revenues for the period.
Schedule of Contract with Customer, Asset and Liability
The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands):
June 28,
2024
December 31,
2023
Contract assets$97,212 $85,871 
Contract liabilities5,066 6,142 
v3.24.2
BASIS OF PRESENTATION (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Accounting Policies [Abstract]        
Accounts receivable sold     $ 116.8 $ 50.3
Factoring fee $ 0.4 $ 0.4 0.8 0.4
Accounts receivable derecognized 76.2 64.0 76.2 64.0
Costs associated with supplier financing arrangements $ 0.6 $ 0.4 $ 1.1 $ 0.8
v3.24.2
BUSINESS ACQUISITIONS (Narrative) (Details)
$ in Thousands
3 Months Ended 6 Months Ended 9 Months Ended
Jan. 05, 2024
USD ($)
$ / €
Oct. 01, 2023
USD ($)
Jun. 28, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 28, 2024
USD ($)
Jun. 30, 2023
USD ($)
Jun. 28, 2024
USD ($)
Business Acquisition [Line Items]              
Acquisition-related adjustments         $ (36)    
Pro forma sales       $ 415,836   $ 811,346  
Pro forma earnings       21,337   28,005  
Pulse And InNeuroCo              
Business Acquisition [Line Items]              
Acquisition related costs     $ 100 $ 0 5,700 $ 0  
Pulse Technologies, Inc.              
Business Acquisition [Line Items]              
Percentage of voting interests acquired 100.00%            
Consideration transferred $ 142,300            
Contingent consideration liability 3,600            
Revenue-based payments (up to) 20,000            
Increase in inventory $ 1,100            
Pro forma sales     10,500   21,100    
Pro forma earnings     $ 0   $ 0    
Pulse Technologies, Inc. | Measurement Input, Annual Attrition Rate | Customer lists | Valuation, Income Approach              
Business Acquisition [Line Items]              
Measurement input | $ / € 0.050            
Pulse Technologies, Inc. | Measurement Input, Royalty Rate | Technology | Valuation, Income Approach              
Business Acquisition [Line Items]              
Measurement input | $ / € 0.075            
Pulse Technologies, Inc. | Measurement Input, Price Volatility              
Business Acquisition [Line Items]              
Weighted average measurement input 0.11            
Pulse Technologies, Inc. | Measurement Input, Discount Rate              
Business Acquisition [Line Items]              
Weighted average measurement input 0.12            
InNeuroCo              
Business Acquisition [Line Items]              
Consideration transferred   $ 44,500          
Contingent consideration liability   900          
Revenue-based payments (up to)   13,500          
Payments to acquire business   $ 43,600          
Acquisition-related adjustments             $ 2,200
v3.24.2
BUSINESS ACQUISITIONS (Allocation Of The Provisional Purchase Price) (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Jan. 05, 2024
Dec. 31, 2023
Oct. 01, 2023
Business Acquisition [Line Items]        
Goodwill $ 1,042,183   $ 1,011,007  
Pulse Technologies, Inc.        
Business Acquisition [Line Items]        
Current assets (excluding inventory)   $ 7,456    
Inventory   8,612    
Property, plant and equipment   25,950    
Goodwill   38,058    
Definite-lived intangible assets   64,000    
Finance lease assets   7,964    
Current liabilities   (1,760)    
Finance lease liabilities   (7,936)    
Fair value of net assets acquired   $ 142,344    
InNeuroCo        
Business Acquisition [Line Items]        
Current assets (excluding inventory)       $ 6,924
Inventory       5,376
Property, plant and equipment       3,436
Goodwill       20,989
Definite-lived intangible assets       9,200
Operating lease assets       2,072
Current liabilities       (2,331)
Finance lease liabilities       (1,157)
Fair value of net assets acquired       $ 44,509
v3.24.2
BUSINESS ACQUISITIONS (Indefinite-Lived Intangible Assets) (Details) - USD ($)
$ in Thousands
6 Months Ended
Jan. 05, 2024
Jun. 28, 2024
Pulse Technologies, Inc.    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned $ 64,000  
InNeuroCo    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned   $ 9,200
Customer lists | Pulse Technologies, Inc.    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned $ 48,000  
Weighted Average Amortization Period (Years) 20 years  
Weighted Average Discount Rate 13.00%  
Customer lists | InNeuroCo    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned   4,000
Technology | Pulse Technologies, Inc.    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned $ 16,000  
Weighted Average Amortization Period (Years) 10 years  
Weighted Average Discount Rate 13.00%  
Technology | InNeuroCo    
Acquired Finite-Lived Intangible Assets [Line Items]    
Fair Value Assigned   $ 5,200
v3.24.2
BUSINESS ACQUISITIONS (Pro Forma Information) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]    
Sales $ 415,836 $ 811,346
Net income $ 21,337 $ 28,005
v3.24.2
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Noncash investing and financing activities:    
Property, plant and equipment purchases included in accounts payable $ 11,791 $ 9,059
Supplemental lease disclosures:    
Assets acquired under operating leases 4,104 912
Assets acquired under finance leases $ 5,862 $ 331
v3.24.2
INVENTORIES (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 124,509 $ 115,887
Work-in-process 131,822 106,032
Finished goods 16,004 17,797
Total $ 272,335 $ 239,716
v3.24.2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Goodwill) (Details)
$ in Thousands
6 Months Ended
Jun. 28, 2024
USD ($)
Goodwill [Roll Forward]  
Opening goodwill $ 1,011,007
Pulse acquisition 38,094
Acquisition-related adjustments (36)
Foreign currency translation (6,882)
Closing goodwill 1,042,183
Medical  
Goodwill [Roll Forward]  
Opening goodwill 994,007
Pulse acquisition 38,094
Acquisition-related adjustments (36)
Foreign currency translation (6,882)
Closing goodwill 1,025,183
Non-Medical  
Goodwill [Roll Forward]  
Opening goodwill 17,000
Pulse acquisition 0
Acquisition-related adjustments
Foreign currency translation 0
Closing goodwill $ 17,000
v3.24.2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Definite-Lived and Indefinite-Lived Intangible Assets, Major Class) (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 1,202,860 $ 1,149,630
Accumulated Amortization (479,421) (456,772)
Net Carrying Amount 723,439 692,858
Trademarks and tradenames    
Finite-Lived Intangible Assets [Line Items]    
Indefinite-lived 90,288 90,288
Purchased technology and patents    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 304,657 291,142
Accumulated Amortization (202,854) (196,388)
Net Carrying Amount 101,803 94,754
Customer lists    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 877,757 837,453
Accumulated Amortization (269,481) (253,267)
Net Carrying Amount 608,276 584,186
Amortizing tradenames and other    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 20,446 21,035
Accumulated Amortization (7,086) (7,117)
Net Carrying Amount $ 13,360 $ 13,918
v3.24.2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Finite-Lived Intangible Assets, Amortization Expense) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Finite-Lived Intangible Assets [Line Items]        
Total intangible asset amortization expense $ 13,698 $ 13,107 $ 27,135 $ 26,031
Cost of sales        
Finite-Lived Intangible Assets [Line Items]        
Total intangible asset amortization expense 3,707 4,037 8,056 8,014
Selling, general and administrative        
Finite-Lived Intangible Assets [Line Items]        
Total intangible asset amortization expense $ 9,991 $ 9,070 $ 19,079 $ 18,017
v3.24.2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Finite-Lived Intangible Assets, Future Amortization Expense) (Details)
$ in Thousands
Jun. 28, 2024
USD ($)
Amortization Expense  
Remainder of 2024 $ 27,739
2025 54,052
2026 53,330
2027 51,838
2028 50,032
After 2028 $ 486,448
v3.24.2
DEBT (Long-Term Debt) (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Dec. 31, 2023
Feb. 28, 2023
Debt Instrument [Line Items]      
Principal Amount $ 1,131,000 $ 974,000  
UnamortizedDiscounts and Issuance Costs (12,471) (14,075)  
Net Carrying Amount 1,118,529 959,925  
Current portion of long-term debt 0 0  
Long-term debt 1,118,529 959,925  
Convertible Debt | 2028 Convertible Senior Notes      
Debt Instrument [Line Items]      
Net Carrying Amount     $ 65,000
Revolving Credit Facility | Line of Credit      
Debt Instrument [Line Items]      
Principal Amount 256,000 99,000  
UnamortizedDiscounts and Issuance Costs 0 0  
Net Carrying Amount 256,000 99,000  
Secured Debt | Loans Payable | Term Loan A (TLA) Facility      
Debt Instrument [Line Items]      
Principal Amount 375,000 375,000  
UnamortizedDiscounts and Issuance Costs (1,498) (1,687)  
Net Carrying Amount 373,502 373,313  
Secured Debt | Convertible Debt | 2028 Convertible Senior Notes      
Debt Instrument [Line Items]      
Principal Amount 500,000 500,000  
UnamortizedDiscounts and Issuance Costs (10,973) (12,388)  
Net Carrying Amount $ 489,027 $ 487,612  
v3.24.2
DEBT (Narrative) (Details)
1 Months Ended 6 Months Ended
Jul. 01, 2024
USD ($)
Feb. 28, 2023
USD ($)
d
$ / shares
Jun. 28, 2024
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2021
USD ($)
Debt Instrument [Line Items]          
Long-term debt     $ 1,118,529,000 $ 959,925,000  
Capped Call Options          
Debt Instrument [Line Items]          
Conversion price (in dollars per share) | $ / shares   $ 108.59      
Standby Letters of Credit          
Debt Instrument [Line Items]          
Letters of credit outstanding amount     $ 3,500,000    
Line of Credit | Revolving Credit Facility          
Debt Instrument [Line Items]          
Debt instrument term     5 years    
Remaining borrowing capacity     $ 240,500,000    
Outstanding borrowings     $ 256,000,000    
Variable rate basis spread     0.10%    
Commitment fee on unused portion     0.18%    
Debt weighted average interest rate     6.94%    
Long-term debt     $ 256,000,000 $ 99,000,000  
Line of Credit | Revolving Credit Facility | Minimum          
Debt Instrument [Line Items]          
Commitment fee on unused portion     0.15%    
Line of Credit | Revolving Credit Facility | Maximum          
Debt Instrument [Line Items]          
Commitment fee on unused portion     0.25%    
2028 Convertible Senior Notes | Convertible Debt          
Debt Instrument [Line Items]          
Debt principal payments   $ 500,000,000     $ 500,000,000
Stated interest rate   2.125%      
Long-term debt   $ 65,000,000      
Conversion ratio   0.0114681      
Conversion price (in dollars per share) | $ / shares   $ 87.20      
Percentage of stock price   130.00%      
Trading days | d   20      
Consecutive trading days | d   30      
Number of preceding days   2 days      
Redemption price, percentage   100.00%      
Effective interest rate   2.76%      
2028 Convertible Senior Notes | Convertible Debt | Subsequent Event          
Debt Instrument [Line Items]          
Debt principal payments $ 800,000,000        
Line of credit facility, face amount $ 300,000,000        
2028 Convertible Senior Notes | Convertible Debt | Measurement Period          
Debt Instrument [Line Items]          
Percentage of stock price   98.00%      
Trading days | d   5      
Consecutive trading days | d   10      
Term Loan A (TLA) Facility | Line of Credit | Revolving Credit Facility          
Debt Instrument [Line Items]          
Line of credit facility, maximum borrowing capacity     $ 500,000,000    
Term Loan A (TLA) Facility | Secured Debt          
Debt Instrument [Line Items]          
Debt instrument term     5 years    
Debt weighted average interest rate     6.94%    
v3.24.2
DEBT (Long-term Debt Maturity) (Details)
$ in Thousands
Jun. 28, 2024
USD ($)
Debt Disclosure [Abstract]  
Remainder of 2024 $ 0
2025 10,000
2026 27,500
2027 30,000
2028 $ 563,500
v3.24.2
STOCK-BASED COMPENSATION (Allocation of Recognized Period Costs) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense $ 5,766 $ 5,501 $ 12,614 $ 11,603
Cost of sales        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense 823 1,155 2,084 2,262
Selling, general and administrative        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense 4,696 4,085 9,812 8,550
Research, development and engineering        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense 232 259 683 728
Restructuring and other charges        
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]        
Total stock-based compensation expense $ 15 $ 2 $ 35 $ 63
v3.24.2
STOCK-BASED COMPENSATION (Stock Options Activity) (Details)
$ / shares in Units, $ in Millions
6 Months Ended
Jun. 28, 2024
USD ($)
$ / shares
shares
Number of Stock Options  
Options outstanding, beginning balance (in shares) | shares 158,089
Exercised (in shares) | shares (16,621)
Options outstanding, ending balance (in shares) | shares 141,468
Options exercisable at period end (in shares ) | shares 141,468
Weighted Average Exercise Price  
Options outstanding, beginning (in dollars per share) | $ / shares $ 40.35
Exercised (in dollars per share) | $ / shares 44.65
Options outstanding, ending (in dollars per share) | $ / shares 39.84
Options exercisable at period end (in dollars per share) | $ / shares $ 39.84
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]  
Options Outstanding, Weighted Average Remaining Contractual Life 2 years 6 months
Options Exercisable, Aggregate Intrinsic Value | $ $ 10.7
v3.24.2
STOCK-BASED COMPENSATION (Narrative) (Details)
6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
RSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Requisite service period 3 years  
RSUs | Director    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Requisite service period 1 year  
PRSUs    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Requisite service period 3 years  
Performance period 5 years  
Weighted average illiquidity discount 8.00% 11.23%
Restriction period 6 months 6 months
PRSUs | Minimum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting right, percentage 0.00%  
PRSUs | Maximum    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Award vesting right, percentage 200.00%  
v3.24.2
STOCK-BASED COMPENSATION (Restricted Stock and Restricted Stock Units Activity) (Details)
6 Months Ended
Jun. 28, 2024
$ / shares
shares
RSUs  
Time-Vested and Performance-Vested Activity  
Nonvested, beginning (in shares) | shares 349,755
Granted (in shares) | shares 141,946
Vested (in shares) | shares (143,773)
Forfeited (in shares) | shares (22,626)
Nonvested, ending (in shares) | shares 325,302
Weighted Average Grant Date Fair Value  
Nonvested, beginning (in dollars per share) | $ / shares $ 76.63
Granted (in dollars per share) | $ / shares 106.98
Vested (in dollars per share) | $ / shares 79.08
Forfeited (in dollars per share) | $ / shares 82.50
Nonvested, ending (in dollars per share) | $ / shares $ 88.38
PRSUs  
Time-Vested and Performance-Vested Activity  
Nonvested, beginning (in shares) | shares 275,503
Granted (in shares) | shares 78,246
Performance adjustment (in shares) | shares 111,590
Vested (in shares) | shares (223,180)
Forfeited (in shares) | shares (3,786)
Nonvested, ending (in shares) | shares 238,373
Weighted Average Grant Date Fair Value  
Nonvested, beginning (in dollars per share) | $ / shares $ 84.57
Granted (in dollars per share) | $ / shares 110.54
Performance adjustment (in dollars per share) | $ / shares 93.38
Vested (in dollars per share) | $ / shares 93.38
Forfeited (in dollars per share) | $ / shares 83.02
Nonvested, ending (in dollars per share) | $ / shares $ 89.00
v3.24.2
STOCK-BASED COMPENSATION (Valuation Assumptions) (Details) - PRSUs - $ / shares
6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Weighted average fair value (in dollars per share) $ 117.96 $ 74.29
Risk-free interest rate 4.13% 3.79%
Expected volatility 34.00% 46.00%
Expected life (in years) 3 years 3 years
Expected dividend yield 0.00% 0.00%
v3.24.2
RESTRUCTURING AND OTHER CHARGES (Restructuring And Other Charges Components) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Restructuring and Related Activities [Abstract]        
Restructuring charges $ 1,103 $ 936 $ 2,531 $ 2,000
Acquisition and integration costs 1,056 556 7,391 938
Other general expenses (1,173) 26 (1,055) 109
Total restructuring and other charges $ 986 $ 1,518 $ 8,867 $ 3,047
v3.24.2
RESTRUCTURING AND OTHER CHARGES (Restructuring Restructuring-Related Costs) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Restructuring charges:        
Restructuring and other charges $ 1,103 $ 936 $ 2,531 $ 2,000
Total restructuring and restructuring-related charges 2,177 3,116 4,082 4,921
Cost of sales        
Restructuring charges:        
Total restructuring and restructuring-related charges 391 516 730 693
Selling, general and administrative        
Restructuring charges:        
Total restructuring and restructuring-related charges 515 1,346 652 1,587
Research, development and engineering        
Restructuring charges:        
Total restructuring and restructuring-related charges $ 168 $ 318 $ 169 $ 641
v3.24.2
RESTRUCTURING AND OTHER CHARGES (Restructuring Reserve By Type of Cost) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Restructuring Reserve [Roll Forward]        
Beginning balance     $ 1,436  
Charges incurred, net of reversals $ 1,103 $ 936 2,531 $ 2,000
Cash payments     (3,388)  
Non-cash adjustments     (339)  
Ending balance 240   240  
Operational excellence        
Restructuring Reserve [Roll Forward]        
Beginning balance     21  
Charges incurred, net of reversals     1,104  
Cash payments     (969)  
Non-cash adjustments     0  
Ending balance 156   156  
Strategic reorganization and alignment        
Restructuring Reserve [Roll Forward]        
Beginning balance     125  
Charges incurred, net of reversals     181  
Cash payments     (248)  
Non-cash adjustments     0  
Ending balance 58   58  
Manufacturing alignment to support growth        
Restructuring Reserve [Roll Forward]        
Beginning balance     1,290  
Charges incurred, net of reversals     1,246  
Cash payments     (2,171)  
Non-cash adjustments     (339)  
Ending balance $ 26   $ 26  
v3.24.2
RESTRUCTURING AND OTHER CHARGES (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Restructuring Cost and Reserve [Line Items]    
Loss recoveries $ 1.2  
Oscor And Aran Acquisitions    
Restructuring Cost and Reserve [Line Items]    
Benefit to adjust the fair value of acquisition related contingent consideration   $ 0.3
v3.24.2
INCOME TAXES (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Effective income tax rate 21.90% 19.80% 20.10% 19.30%
Income before provision for income taxes $ 40,028 $ 29,892 $ 64,763 $ 45,889
Discrete tax benefits 500 $ 400 300 $ 500
Unrecognized tax benefits 6,500   6,500  
Significant change in unrecognized tax benefits is reasonably possible, amount of unrecorded benefit $ 500   $ 500  
v3.24.2
EARNINGS PER SHARE (“EPS”) (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Numerator for basic and diluted EPS:        
Net income $ 31,246 $ 23,971 $ 51,754 $ 37,036
Denominator for basic and diluted EPS:        
Weighted average shares outstanding - Basic (in shares) 33,600 33,312 33,540 33,285
Dilutive effect of share-based awards (in shares) 476 374 481 346
Dilutive impact of convertible notes (in shares) 1,453 0 1,243 0
Weighted average shares outstanding - Diluted (in shares) 35,529 33,686 35,264 33,631
Basic EPS (in dollars per share) $ 0.93 $ 0.72 $ 1.54 $ 1.11
Diluted EPS (in dollars per share) $ 0.88 $ 0.71 $ 1.47 $ 1.10
RSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Securities excluded from calculation of earnings per share (in shares) 3 0 2 2
PRSUs        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Securities excluded from calculation of earnings per share (in shares) 41 83 41 108
v3.24.2
STOCKHOLDERS' EQUITY (Shares Issued and Outstanding) (Details) - shares
6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Class Of Stock [Roll Forward]    
Shares outstanding at beginning of period (in shares) 33,329,648  
Shares outstanding at ending of period (in shares) 33,531,179  
Common Stock    
Class Of Stock [Roll Forward]    
Shares outstanding at beginning of period (in shares) 33,329,648 33,169,778
Stock options exercised (in shares) 16,621 58,413
Shares outstanding at ending of period (in shares) 33,531,179 33,308,080
Common Stock | Restricted Stock    
Class Of Stock [Roll Forward]    
Vested and settled RSUs and PRSUs, net of shares withheld to cover taxes (in shares) 184,910 79,889
v3.24.2
STOCKHOLDERS' EQUITY (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period $ 1,525,011 $ 1,417,936 $ 1,519,042 $ 1,417,456
Unrealized gain (loss) on cash flow hedges (3,000) 1,679 (1,573) 4,402
Balance, ending balance 1,553,910 1,445,655 1,553,910 1,445,655
Foreign exchange contracts        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Unrealized gain (loss) on cash flow hedges (346) (1,041) (687) (1,588)
Interest rate swap        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Unrealized gain (loss) on cash flow hedges   (533)   (997)
Net-of-Tax Amount        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period 7,871 14,966 20,223 5,329
Balance, ending balance 614 12,170 614 12,170
Total Pre-Tax Amount        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period 8,591 15,656 20,654 5,564
Balance, ending balance 444 12,888 444 12,888
Defined Benefit Plan Liability        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period (28) (346) (28) (346)
Balance, ending balance (28) (346) (28) (346)
Cash Flow Hedges        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period 3,528 3,927 2,153 1,760
Reclassification from AOCI, before tax (3,797) 2,126 (1,991) 5,572
Reclassification from AOCI, tax 797 (447) 418 (1,170)
Balance, ending balance (708) 4,060 (708) 4,060
Cash Flow Hedges | Foreign exchange contracts        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Reclassification from AOCI, before tax (439) (1,318) (870) (2,010)
Reclassification from AOCI, tax 93 277 183 422
Cash Flow Hedges | Interest rate swap        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Reclassification from AOCI, before tax   (675)   (1,262)
Reclassification from AOCI, tax   142   265
Foreign Currency Translation Adjustment        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period 5,091 12,075 18,529 4,150
Reclassification from AOCI, before tax (3,911) (2,901) (17,349) 5,024
Reclassification from AOCI, tax 0 0 0 0
Unrealized gain (loss) on cash flow hedges (3,911) (2,901) (17,349) 5,024
Balance, ending balance 1,180 9,174 1,180 9,174
Tax        
AOCI Attributable to Parent, Net of Tax [Roll Forward]        
Balance, beginning of period (720) (690) (431) (235)
Balance, ending balance $ 170 $ (718) $ 170 $ (718)
v3.24.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) - Fair Value, Recurring - USD ($)
$ in Thousands
Jun. 28, 2024
Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets: Foreign currency hedging contracts $ 313 $ 2,153
Liabilities: Foreign currency hedging contracts 1,021  
Liabilities: Contingent consideration 4,454 876
Quoted Prices in Active Markets (Level 1)    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets: Foreign currency hedging contracts 0 0
Liabilities: Foreign currency hedging contracts 0  
Liabilities: Contingent consideration 0 0
Significant Other Observable Inputs (Level 2)    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets: Foreign currency hedging contracts 313 2,153
Liabilities: Foreign currency hedging contracts 1,021  
Liabilities: Contingent consideration 0 0
Significant Unobservable Inputs (Level 3)    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Assets: Foreign currency hedging contracts 0 0
Liabilities: Foreign currency hedging contracts 0  
Liabilities: Contingent consideration $ 4,454 $ 876
v3.24.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Foreign Currency Contracts) (Details) - Designated as Hedging Instrument
$ in Thousands
Jun. 28, 2024
USD ($)
$ / $
$ / $
$ / €
Dec. 31, 2023
USD ($)
$ / €
$ / $
$ / $
Accrued expenses and other current liabilities | Forex Contract Maturing December 2024    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 25,911  
$/Foreign currency (in dollars per foreign currency) | $ / € 1.0807  
Fair Value $ (99)  
Accrued expenses and other current liabilities | Forex Contract Maturing December 2024    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 46,418  
$/Foreign currency (in dollars per foreign currency) | $ / $ 0.0542  
Fair Value $ (922)  
Prepaid expenses and other current assets | Forex Contract Maturing December 2024    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 51,389
$/Foreign currency (in dollars per foreign currency) | $ / €   1.0831
Fair Value   $ 1,389
Prepaid expenses and other current assets | Forex Contract Maturing December 2024    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 10,004 $ 19,392
$/Foreign currency (in dollars per foreign currency) 0.0246 0.0566
Fair Value $ 286 $ 182
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Four, Contract Three    
Derivatives, Fair Value [Line Items]    
Notional Amount   $ 19,201
$/Foreign currency (in dollars per foreign currency) | $ / $   0.0248
Fair Value   $ 582
Other long-term assets | Forex Contract Maturing September 2024    
Derivatives, Fair Value [Line Items]    
Notional Amount $ 8,655  
$/Foreign currency (in dollars per foreign currency) | $ / $ 0.0506  
Fair Value $ 27  
v3.24.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Impact of Cash Flow Hedges on Other Comprehensive Income (Loss), AOCI and the Condensed Consolidated Statements of Operations) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Total sales $ 436,202 $ 400,044 $ 851,007 $ 778,829
Cost of sales 316,809 294,240 621,774 576,352
Operating expenses 64,207 64,228 134,770 126,735
Interest expense 15,278 11,459 29,949 28,713
Sales        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Amount of Gain (Loss) on Cash Flow Hedge Activity (76) (83) (66) (134)
Sales | Foreign exchange contracts        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Unrealized Gain (Loss) Recognized in OCI (295) 364 (1,554) 513
Cost of sales        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Amount of Gain (Loss) on Cash Flow Hedge Activity 449 1,384 806 2,092
Cost of sales | Foreign exchange contracts        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Unrealized Gain (Loss) Recognized in OCI (3,209) 1,739 (493) 5,014
Operating expenses        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Amount of Gain (Loss) on Cash Flow Hedge Activity 66 17 130 52
Operating expenses | Foreign exchange contracts        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Unrealized Gain (Loss) Recognized in OCI (293) 17 56 45
Interest expense        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Amount of Gain (Loss) on Cash Flow Hedge Activity 0 675 0 1,262
Interest expense | Interest rate swap        
Derivative Instruments and Hedging Activities Disclosures [Line Items]        
Unrealized Gain (Loss) Recognized in OCI $ 0 $ 6 $ 0 $ 0
v3.24.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Jan. 05, 2024
Dec. 31, 2023
Oct. 01, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Derivative instruments net loss to be reclassified to net income during next twelve months     $ 0.7        
Chinese Venture Capital Fund              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Equity method investment ownership 7.30%   7.30%        
2028 Convertible Senior Notes | Significant Other Observable Inputs (Level 2) | Convertible Debt              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Fair value $ 711.0   $ 711.0     $ 635.0  
Pulse Technologies, Inc.              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Percentage of voting interests acquired         100.00%    
Contingent consideration liability         $ 3.6    
InNeuroCo              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration liability             $ 0.9
Accrued expenses and other current liabilities              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
Contingent consideration liability, current 4.5   4.5     0.9  
Foreign exchange contracts | Not Designated as Hedging Instrument              
Fair Value Measurement Inputs and Valuation Techniques [Line Items]              
National amount 25.0   25.0     $ 23.0  
Contingent consideration liability loss $ 0.3 $ 0.1 $ 1.2 $ 0.1      
v3.24.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Estimated Fair Values for Contingent Consideration) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Fair value measurement at beginning of period $ 4,454 $ 11,732 $ 876 $ 11,756
Amount recorded for current year acquisitions 0 0 3,578 0
Fair value measurement adjustment 0 0 0 (265)
Payments 0 (11,177) 0 (11,177)
Foreign currency translation 0 0 0 241
Fair value measurement at end of period $ 4,454 $ 555 $ 4,454 $ 555
v3.24.2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Equity Method Investments) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Dec. 31, 2023
Fair Value Disclosures [Abstract]          
Equity method investment $ 8,900   $ 8,900   $ 7,771
Non-marketable equity securities 427   427   427
Total equity investments 9,327   9,327   $ 8,198
Equity method investment (gain) loss $ 7 $ (134) $ (1,129) $ 21  
v3.24.2
SEGMENT INFORMATION (Narrative) (Details)
6 Months Ended
Jun. 28, 2024
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.24.2
SEGMENT INFORMATION (Reconciliation of Revenue from Segments to Consolidated) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales $ 436,202 $ 400,044 $ 851,007 $ 778,829
Operating Segments | Medical        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales 427,378 389,111 834,592 753,377
Operating Segments | Medical | Cardio & Vascular        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales 231,335 208,494 453,171 399,697
Operating Segments | Medical | Cardiac Rhythm Management & Neuromodulation        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales 167,635 153,411 323,892 298,550
Operating Segments | Medical | Advanced Surgical, Orthopedics & Portable Medical        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales 28,408 27,206 57,529 55,130
Operating Segments | Non-Medical        
Segment Reporting, Revenue Reconciling Item [Line Items]        
Total sales $ 8,824 $ 10,933 $ 16,415 $ 25,452
v3.24.2
SEGMENT INFORMATION (Reconciliation of Operating Profit (Loss) from Segments to Consolidated) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Operating income $ 55,186 $ 41,576 $ 94,463 $ 75,742
Unallocated expenses, net (15,158) (11,684) (29,700) (29,853)
Income before taxes 40,028 29,892 64,763 45,889
Operating Segments        
Segment Reporting Information [Line Items]        
Operating income 81,918 68,775 154,570 127,607
Operating Segments | Medical        
Segment Reporting Information [Line Items]        
Operating income 81,410 68,497 153,763 123,303
Operating Segments | Non-Medical        
Segment Reporting Information [Line Items]        
Operating income 508 278 807 4,304
Segment Reconciling Items        
Segment Reporting Information [Line Items]        
Operating income $ (26,732) $ (27,199) $ (60,107) $ (51,865)
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Narrative) (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Concentration Risk [Line Items]        
Revenue recognized that was included in contract liability balance at beginning of period $ 1.3 $ 1.3 $ 2.8 $ 2.7
Revenue Benchmark | Product Concentration Risk | Transferred over Time        
Concentration Risk [Line Items]        
Concentration risk percentage 32.00% 27.00% 33.00% 27.00%
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Disaggregated Revenue) (Details) - Revenue from contract with customer benchmark - Customer Concentration Risk
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Medical | Customer A        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 17.00% 17.00% 17.00% 18.00%
Medical | Customer B        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 16.00% 17.00% 15.00% 17.00%
Medical | Customer C        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 14.00% 13.00% 14.00% 13.00%
Medical | All other customers        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 53.00% 53.00% 54.00% 52.00%
Non-Medical | Customer D        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 22.00% 20.00% 20.00% 21.00%
Non-Medical | Customer E        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 10.00%   12.00%  
Non-Medical | All other customers        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 56.00% 80.00% 58.00% 79.00%
Non-Medical | Customer F        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 12.00%   10.00%  
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Revenue by Ship to Location) (Details) - Geographic Concentration Risk - Revenue from contract with customer benchmark
3 Months Ended 6 Months Ended
Jun. 28, 2024
Jun. 30, 2023
Jun. 28, 2024
Jun. 30, 2023
Medical | United States        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 56.00% 54.00% 57.00% 54.00%
Medical | All other countries        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 44.00% 46.00% 43.00% 46.00%
Non-Medical | United States        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 59.00% 64.00% 58.00% 62.00%
Non-Medical | Canada        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage   12.00% 11.00% 11.00%
Non-Medical | United Kingdom        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage     11.00%  
Non-Medical | All other countries        
Disaggregation of Revenue [Line Items]        
Concentration risk percentage 41.00% 24.00% 20.00% 27.00%
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Assets and Liability) (Details) - USD ($)
$ in Thousands
Jun. 28, 2024
Dec. 31, 2023
Revenue from Contract with Customer [Abstract]    
Contract assets $ 97,212 $ 85,871
Contract liabilities $ 5,066 $ 6,142

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