FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments and contingent consideration. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis. The Company is exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates, and uses derivatives to manage these exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets. The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands): Fair Value Quoted Significant Significant July 2, 2021 Assets: Foreign currency contracts $ 326 $ — $ 326 $ — Liabilities: Interest rate swap 5,106 — 5,106 — Liabilities: Contingent consideration 2,281 — — 2,281 December 31, 2020 Assets: Foreign currency contracts $ 2,070 $ — $ 2,070 $ — Liabilities: Interest rate swap 7,026 — 7,026 — Liabilities: Contingent consideration 3,900 — — 3,900 (13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) Interest Rate Swaps The Company periodically enters into interest rate swap agreements in order to reduce the cash flow risk caused by interest rate changes on its outstanding floating rate borrowings. Under these swap agreements, the Company pays a fixed rate of interest and receives a floating rate equal to one-month LIBOR. The variable rate received from the swap agreements and the variable rate paid on the outstanding debt will have the same rate of interest, excluding the credit spread, and will reset and pay interest on the same date. The Company has designated these swap agreements as cash flow hedges based on concluding the hedged forecasted transaction is probable of occurring within the period the cash flow hedge is anticipated to affect earnings. Information regarding the Company’s outstanding interest rate swap designated as cash flow hedges as of July 2, 2021 is as follows (dollars in thousands): Notional Amount Start Date End Pay Fixed Rate Receive Current Floating Rate Fair Value Balance Sheet Location $ 150,000 Jun 2020 Jun 2023 2.1785 % 0.0950 % $ (5,106) Other long-term liabilities Information regarding the Company’s outstanding interest rate swap designated as cash flow hedges as of December 31, 2020 is as follows (dollars in thousands): Notional Amount Start Date End Pay Fixed Rate Receive Current Floating Rate Fair Value Balance Sheet Location $ 200,000 Jun 2020 Jun 2023 2.1785 % 0.1480 % $ (7,026) Other long-term liabilities Foreign Currency Contracts The Company periodically enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate fluctuations in its international operations. The Company has designated these foreign currency forward contracts as cash flow hedges. Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of July 2, 2021 is as follows (dollars in thousands): Notional Amount Start End $/Foreign Currency Fair Value Balance Sheet Location $ 551 Jul 2021 Aug 2021 0.0275 UYU Peso $ 18 Prepaid expenses and other current assets 1,899 Jul 2021 Nov 2021 0.0223 UYU Peso 43 Prepaid expenses and other current assets 2,048 Jul 2021 Dec 2021 0.0228 UYU Peso 8 Prepaid expenses and other current assets 999 Oct 2021 Dec 2021 0.0222 UYU Peso 29 Prepaid expenses and other current assets 3,594 Jul 2021 Sep 2021 1.1980 Euro (29) Prepaid expenses and other current assets 2,019 Jul 2021 Sep 2021 0.0449 MXN Peso 242 Prepaid expenses and other current assets 4,333 Jul 2021 Dec 2021 0.0481 MXN Peso 162 Prepaid expenses and other current assets 7,331 Jul 2021 Dec 2021 1.2218 Euro (194) Prepaid expenses and other current assets 7,333 Jul 2021 Dec 2021 0.0489 MXN Peso 159 Prepaid expenses and other current assets 5,507 Jul 2021 Dec 2021 1.2237 Euro (153) Prepaid expenses and other current assets 6,689 Jul 2021 Dec 2021 0.0496 MXN Peso 41 Prepaid expenses and other current assets (13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2020 is as follows (dollars in thousands): Notional Amount Start End $/Foreign Currency Fair Value Balance Sheet Location $ 16,132 Nov 2020 Sep 2021 1.1949 Euro $ 399 Prepaid expenses and other current assets 10,224 Jan 2021 Sep 2021 0.0454 MXN Peso 922 Prepaid expenses and other current assets 2,656 Jan 2021 Mar 2021 0.0443 MXN Peso 341 Prepaid expenses and other current assets 7,269 Apr 2021 Dec 2021 0.0485 MXN Peso 77 Prepaid expenses and other current assets 3,252 Jan 2021 Aug 2021 0.0232 UYU Peso 165 Prepaid expenses and other current assets 3,966 Jan 2021 Nov 2021 0.0227 UYU Peso 166 Prepaid expenses and other current assets Derivative Instruments with Hedge Accounting Designation The following tables present the effect of cash flow hedge derivative instruments on other comprehensive income (loss) (“OCI”), AOCI and the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income for the six months ended July 2, 2021 and July 3, 2020 (in thousands): Three Months Ended July 2, 2021 July 3, 2020 Total Amount of Gain (Loss) on Cash Flow Hedge Activity Total Amount of Gain (Loss) on Cash Flow Hedge Activity Sales $ 312,023 $ 29 $ 240,115 $ 87 Cost of sales 223,277 450 182,252 (733) Operating expenses 49,396 11 48,678 (34) Interest expense 7,532 (995) 9,273 (617) Six Months Ended July 2, 2021 July 3, 2020 Total Amount of Gain (Loss) on Cash Flow Hedge Activity Total Amount of Gain (Loss) on Cash Flow Hedge Activity Sales $ 602,490 $ 37 $ 568,541 $ (41) Cost of sales 429,258 1,074 413,976 (408) Operating expenses 99,274 38 101,304 (34) Interest expense 16,064 (2,029) 19,634 (1,365) (13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) Unrealized Gain (Loss) Recognized in OCI Realized Gain (Loss) Reclassified from AOCI Three Months Ended Location in Statements of Operations and Comprehensive Income Three Months Ended July 2, July 3, July 2, July 3, Interest rate swap $ (375) $ (1,003) Interest expense $ (995) $ (617) Foreign exchange contracts 148 483 Sales 29 87 Foreign exchange contracts 725 2,085 Cost of sales 450 (733) Foreign exchange contracts 67 (72) Operating expenses 11 (34) Six Months Ended Location in Statements of Operations and Comprehensive Income Six Months Ended July 2, July 3, July 2, July 3, Interest rate swaps $ (109) $ (7,390) Interest expense $ (2,029) $ (1,365) Foreign exchange contracts (738) 209 Sales 37 (41) Foreign exchange contracts 166 (2,728) Cost of sales 1,074 (408) Foreign exchange contracts (23) (72) Operating expenses 38 (34) The Company expects to reclassify net losses totaling $2.8 million related to its cash flow hedges from AOCI into earnings during the next twelve months. 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 July 2, 2021 and July 3, 2020 (in thousands): Three Months Ended Six Months Ended April 2, April 3, July 2, July 3, Fair value measurement at beginning of period $ 2,281 $ 6,400 $ 3,900 $ 4,200 Amount recorded for acquisitions — — — 2,700 Fair value measurement adjustment — — — (500) Payments (1) — (500) (1,621) (500) Foreign currency translation — (13) 2 (13) Fair value measurement at end of period $ 2,281 $ 5,887 $ 2,281 $ 5,887 __________ (1) Amounts for 2021 periods consist of payments associated with the Company’s acquisitions of InoMec and USB, resulting from achievement of revenue-based goals for the period from March 1, 2020 to February 28, 2021 for InoMec and January 1, 2020 to December 31, 2020 for USB. Amounts for 2020 periods consist of a payment made to settle a portion of a contingent consideration arrangement relating to a license to use technology. On February 19, 2020, the Company acquired certain assets and liabilities of InoMec. See Note 2 “Business Acquisition” for additional information about the InoMec acquisition. On October 7, 2019, the Company acquired certain assets and liabilities of USB, a privately-held developer and manufacturer of complex braided biomedical structures for disposable and implantable medical devices. The contingent consideration at July 2, 2021 is the estimated fair value of the Company’s obligations, under the asset purchase agreements for InoMec and USB, to make additional payments if certain revenue goals are met. (13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) As of July 2, 2021, the current portion of contingent consideration liabilities is $1.0 million and included in Accrued expenses and other current liabilities, and the non-current portion is $1.3 million and included in Other long-term liabilities on the Condensed Consolidated Balance Sheets. As of December 31, 2020, the current portion of contingent consideration liabilities was $1.7 million and included in Accrued expenses and other current liabilities, and the non-current portion was $2.2 million and included in Other long-term liabilities on the Condensed Consolidated Balance Sheets. The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration: July 2, 2021 Contingency Type Maximum Payout (undiscounted) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue-based payments $ 6,750 $ 2,281 Monte Carlo Revenue volatility 35.0 % Discount rate 4.0 % Projected year(s) of payment 2022-2024 December 31, 2020 Contingency Type Maximum Payout (undiscounted) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue-based payments $ 9,000 $ 3,900 Monte Carlo Revenue volatility 35.0 % Discount rate 4.0 % Projected year(s) of payment 2021-2024 During the first quarter of 2020, the Company acquired a set of similar identifiable intangible assets relating to a license to use technology within its Non-Medical segment. At the date of acquisition, the Company estimated the original fair value of the contingent consideration to be $1.0 million, which was paid during 2020 upon achievement of the applicable milestones. 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, TLA Facility and TLB Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments. Equity Investments 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. Non-marketable equity securities are equity securities without readily determinable fair value. The Company has elected the practicability exception to use an alternative approach that measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. If an impairment is recognized on the Company’s non-marketable equity securities during the period, these assets are classified as Level 3 within the fair value hierarchy based on the nature of the fair value inputs. Equity investments comprise the following (in thousands): July 2, December 31, Equity method investment $ 19,451 $ 21,470 Non-marketable equity securities 5,723 5,723 Total equity investments $ 25,174 $ 27,193 (13.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) The components of (Gain) loss on equity investments for each period were as follows (in thousands): Three Months Ended Six Months Ended July 2, July 3, July 2, July 3, Equity method investment (gain) loss $ 684 $ 205 $ 2,019 $ (1,720) The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of July 2, 2021, the Company owned 6.6% of this fund. |