Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 10, 2023 | Jul. 01, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-16137 | ||
Entity Registrant Name | INTEGER HOLDINGS CORPORATION | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-1531026 | ||
Entity Address, Address Line One | 5830 Granite Parkway, | ||
Entity Address, Address Line Two | Suite 1150 | ||
Entity Address, City or Town | Plano, | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75024 | ||
City Area Code | 214 | ||
Local Phone Number | 618-5243 | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 Per Share | ||
Trading Symbol | ITGR | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.4 | ||
Entity Common Stock, Shares Outstanding (in shares) | 33,236,108 | ||
Documents Incorporated by Reference | Portions of the following document are specifically incorporated by reference into the indicated parts of this report: Document Part Proxy Statement for the 2023 Annual Meeting of Stockholders Part III, Item 10 “Directors, Executive Officers and Corporate Governance” Part III, Item 11 Part III, Item 12 Part III, Item 13 Part III, Item 14 | ||
Entity Central Index Key | 0001114483 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Auditor Information [Abstract] | |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Williamsville, New York |
Auditor Firm ID | 34 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 24,272 | $ 17,885 |
Accounts receivable, net of provision for credit losses of $0.3 million and $0.1 million as of December 31, 2022 and 2021, respectively | 224,325 | 182,310 |
Inventories | 208,766 | 155,699 |
Refundable income taxes | 2,003 | 4,735 |
Contract assets | 71,927 | 64,743 |
Prepaid expenses and other current assets | 27,005 | 27,610 |
Total current assets | 558,298 | 452,982 |
Property, plant and equipment, net | 317,243 | 277,099 |
Goodwill | 982,192 | 924,704 |
Other intangible assets, net | 819,889 | 807,810 |
Deferred income taxes | 6,247 | 5,711 |
Operating lease assets | 74,809 | 70,053 |
Financing lease assets | 8,852 | 8,047 |
Other long-term assets | 26,856 | 35,809 |
Total assets | 2,794,386 | 2,582,215 |
Current liabilities: | ||
Current portion of long-term debt | 18,188 | 15,250 |
Accounts payable | 110,780 | 76,859 |
Income taxes payable | 10,923 | 725 |
Operating lease liabilities | 10,362 | 9,862 |
Accrued expenses and other current liabilities | 73,499 | 56,933 |
Total current liabilities | 223,752 | 159,629 |
Long-term debt | 907,073 | 812,876 |
Deferred income taxes | 160,671 | 171,505 |
Operating lease liabilities | 64,049 | 59,767 |
Financing lease liabilities | 8,006 | 7,450 |
Other long-term liabilities | 13,379 | 16,291 |
Total liabilities | 1,376,930 | 1,227,518 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, authorized 100,000,000 shares; no shares issued or outstanding as of December 31, 2022 and 2021 | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 33,169,778 and 33,063,336 shares issued and outstanding as of December 31, 2022 and 2021, respectively | 33 | 33 |
Additional paid-in capital | 731,393 | 713,150 |
Retained earnings | 680,701 | 614,324 |
Accumulated other comprehensive income | 5,329 | 27,190 |
Total stockholders’ equity | 1,417,456 | 1,354,697 |
Total liabilities and stockholders’ equity | $ 2,794,386 | $ 2,582,215 |
Common Stock, Shares, Issued | 33,169,778 | 33,063,336 |
Common Stock, Shares, Outstanding | 33,169,778 | 33,063,336 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Allowance for doubtful accounts | $ 0.3 | $ 0.1 |
Stockholders’ equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 33,169,778 | 33,063,336 |
Common stock, shares outstanding (in shares) | 33,169,778 | 33,063,336 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Sales | $ 1,376,096 | $ 1,221,079 | $ 1,073,442 |
Cost of sales | 1,017,090 | 884,109 | 787,735 |
Gross profit | 359,006 | 336,970 | 285,707 |
Operating expenses: | |||
Selling, general and administrative | 160,578 | 141,418 | 109,006 |
Research, development and engineering | 60,918 | 51,985 | 48,468 |
Restructuring and other charges | 16,183 | 7,856 | 7,621 |
Total operating expenses | 237,679 | 201,259 | 165,095 |
Operating income | 121,327 | 135,711 | 120,612 |
Interest expense | 38,632 | 31,628 | 38,220 |
(Gain) loss on equity investments, net | 7,636 | 3,143 | (5,337) |
Other (income) loss, net | (899) | (123) | 1,522 |
Income from continuing operations before income taxes | 75,958 | 101,063 | 86,207 |
Provision for income taxes | 10,608 | 8,043 | 8,949 |
Income from continuing operations | 65,350 | 93,020 | 77,258 |
Discontinued operations: | |||
Income from discontinued operations before income taxes | 1,323 | 4,931 | 0 |
Provision for income taxes | 296 | 1,143 | 0 |
Income from discontinued operations | 1,027 | 3,788 | 0 |
Net income | $ 66,377 | $ 96,808 | $ 77,258 |
Basic earnings per share: | |||
Income from continuing operations (in dollars per share) | $ 1.97 | $ 2.82 | $ 2.35 |
Income from discontinued operations (in dollars per share) | 0.03 | 0.11 | 0 |
Basic earnings per share (in dollars per share) | 2 | 2.93 | 2.35 |
Diluted earnings per share: | |||
Income from continuing operations (in dollars per share) | 1.96 | 2.80 | 2.33 |
Income from discontinued operations (in dollars per share) | 0.03 | 0.11 | 0 |
Diluted earnings per share (in dollars per share) | $ 1.99 | $ 2.91 | $ 2.33 |
Weighted average shares outstanding: | |||
Basic (in shares) | 33,127 | 32,993 | 32,845 |
Diluted (in shares) | 33,357 | 33,258 | 33,113 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Comprehensive Income | |||
Net income | $ 66,377 | $ 96,808 | $ 77,258 |
Other comprehensive income (loss): | |||
Foreign currency translation gain (loss) | (25,570) | (27,826) | 34,907 |
Net change in cash flow hedges, net of tax | 3,200 | 2,105 | (2,052) |
Defined benefit plan liability adjustment, net of tax | 509 | 219 | (151) |
Other comprehensive income (loss), net | (21,861) | (25,502) | 32,704 |
Comprehensive income | $ 44,516 | $ 71,306 | $ 109,962 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 66,377 | $ 96,808 | $ 77,258 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 91,991 | 81,369 | 79,324 |
Debt related charges included in interest expense | 2,036 | 6,954 | 4,774 |
Inventory step-up amortization | 798 | 301 | 0 |
Stock-based compensation | 21,023 | 16,185 | 9,163 |
Non-cash (gains) charges related to customer bankruptcy | 0 | (348) | 554 |
Non-cash lease expense | 10,914 | 8,235 | 7,810 |
Non-cash (gain) loss on equity investments | 7,636 | 3,143 | (5,337) |
Contingent consideration fair value adjustment | 3,097 | 133 | (2,000) |
Other non-cash losses | 5,854 | 1,901 | 600 |
Deferred income taxes | (17,498) | (10,270) | (6,966) |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (41,380) | (17,539) | 38,153 |
Inventories | (56,721) | 4,700 | 18,441 |
Prepaid expenses and other assets | 764 | (2,409) | (864) |
Contract assets | (7,543) | (24,923) | (15,451) |
Accounts payable | 26,038 | 19,525 | (9,055) |
Accrued expenses and other liabilities | (9,529) | (22,984) | (10,721) |
Income taxes payable | 12,524 | (4,115) | (4,342) |
Net cash provided by operating activities | 116,381 | 156,666 | 181,341 |
Cash flows from investing activities: | |||
Acquisition of property, plant and equipment | (74,728) | (53,463) | (46,832) |
Purchase of intangible asset | 0 | 0 | (4,607) |
Proceeds from sale of property, plant and equipment | 639 | 443 | 82 |
Proceeds from return of capital from equity investments | 304 | 0 | 0 |
Acquisitions, net of cash acquired | (126,636) | (217,978) | (5,219) |
Net cash used in investing activities | (200,421) | (270,998) | (56,576) |
Cash flows from financing activities: | |||
Principal payments of term loans | (25,249) | (741,786) | (87,500) |
Proceeds from issuance of term loans | 0 | 818,250 | 0 |
Proceeds from revolving credit facility | 166,000 | 82,300 | 185,000 |
Payments of revolving credit facility | (45,000) | (63,000) | (185,000) |
Proceeds from the exercise of stock options | 150 | 743 | 3,263 |
Payment of debt issuance costs | 0 | (8,139) | (515) |
Tax withholding payments related to vested and released restricted stock units | (2,929) | (4,592) | (3,820) |
Proceeds from contingent consideration | 1,319 | 0 | 0 |
Payment of contingent consideration | (972) | (1,621) | 0 |
Principal payments on finance leases | (843) | (169) | (6) |
Net cash provided by (used in) financing activities | 92,476 | 81,986 | (88,578) |
Effect of foreign currency exchange rates on cash and cash equivalents | (2,049) | 1,025 | (516) |
Net increase (decrease) in cash and cash equivalents | 6,387 | (31,321) | 35,671 |
Cash and cash equivalents, beginning of year | 17,885 | 49,206 | 13,535 |
Cash and cash equivalents, end of year | $ 24,272 | $ 17,885 | $ 49,206 |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock and additional paid-in capital | Treasury stock | Retained earnings | Accumulated other comprehensive income |
Total stockholders’ equity, beginning balance at Dec. 31, 2019 | $ 1,152,488 | $ 701,051 | $ (8,809) | $ 440,258 | $ 19,988 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock awards exercised or vested | (9,367) | ||||
Stock-based compensation | 9,163 | ||||
Treasury shares purchased | 0 | ||||
Treasury shares reissued | 8,809 | ||||
Net income | 77,258 | ||||
Other comprehensive income (loss) | 32,704 | 32,704 | |||
Total stockholders’ equity, ending balance at Dec. 31, 2020 | 1,271,055 | 700,847 | 0 | 517,516 | 52,692 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock awards exercised or vested | (3,849) | ||||
Stock-based compensation | 16,185 | ||||
Treasury shares purchased | 0 | ||||
Treasury shares reissued | 0 | ||||
Net income | 96,808 | ||||
Other comprehensive income (loss) | (25,502) | (25,502) | |||
Total stockholders’ equity, ending balance at Dec. 31, 2021 | 1,354,697 | 713,183 | 0 | 614,324 | 27,190 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock awards exercised or vested | (2,780) | ||||
Stock-based compensation | 21,023 | ||||
Treasury shares purchased | 0 | ||||
Treasury shares reissued | 0 | ||||
Net income | 66,377 | ||||
Other comprehensive income (loss) | (21,861) | (21,861) | |||
Total stockholders’ equity, ending balance at Dec. 31, 2022 | $ 1,417,456 | $ 731,426 | $ 0 | $ 680,701 | $ 5,329 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Integer Holdings Corporation (together with its consolidated subsidiaries, “Integer” or the “Company”) is a publicly traded corporation listed on the New York Stock Exchange under the symbol “ITGR.” Integer is one of the largest medical device outsource manufacturers in the world serving the cardiac rhythm management, neuromodulation, orthopedics, vascular, advanced surgical and portable medical markets. The Company provides innovative, high-quality medical technologies that enhance the lives of patients worldwide. In addition to medical technologies, the Company develops batteries for high-end niche applications in the energy, military, and environmental markets. The Company’s customers include large multi-national original equipment manufacturers (“OEMs”) and their affiliated subsidiaries. Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Integer Holdings Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In July 2018, the Company completed the sale of its Advanced Surgical and Orthopedic product lines (the “AS&O Product Line”) within its Medical segment. For all periods presented, financial results reported as discontinued operations in the Consolidated Statements of Operations relate to the divested AS&O Product Line. The Consolidated Statements of Cash Flows includes cash flows related to the discontinued operations due to Integer’s (parent) centralized treasury and cash management processes. See Note 20, “Discontinued Operations,” for the financial results and cash flow amounts for discontinued operations. All results and information in the consolidated financial statements are presented as continuing operations and exclude the AS&O Product Line unless otherwise noted specifically as discontinued operations. The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. The discontinued operations of the AS&O Product Line were reported in the Medical segment. Refer to Note 18, “Segment and Geographic Information,” for additional information on the Company’s reportable segments. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting periods. Actual results could differ materially from those estimates. Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation. Refer to Note 6, “Goodwill and Other Intangibles, Net,” for a description of the changes made to the Company’s prior period definite-lived asset classification to reflect the current year presentation. Refer to Note 18, “Segment and Geographic Information,” for a description of the changes made to the Company’s prior period product line sales classification to reflect the current year presentation. Cash and Cash Equivalents Cash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. A significant portion of the Company’s sales and accounts receivable are to three customers, all in the medical device industry, and, as such, the Company is directly affected by the condition of those customers and that industry. However, the credit risk associated with trade receivables is partially mitigated due to the stability of those customers. The Company performs on-going credit evaluations of its customers. Note 19, “Revenue from Contracts with Customers,” contains information on sales and accounts receivable for these customers. The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The Company performs on-going credit evaluations of its banks. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Trade Accounts Receivable and Provision for Current Expected Credit Losses The Company provides credit, in the normal course of business, to its customers in the form of trade receivables. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. The Company maintains a provision for those customer receivables that it does not expect to collect. In accordance with Accounting Standards Codification (“ASC”) Topic 326, the Company accrues its estimated losses from uncollectable accounts receivable to the provision based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, and reasonable and supportable forecasts not already reflected in the historical loss information. Provisions for current expected credit losses are charged to current operating expenses. Actual losses are charged against the provision when incurred. Supplier Financing Arrangements The Company utilizes supplier financing arrangements with financial institutions to sell certain accounts receivable on a non-recourse basis. These transactions are treated as a sale of, and are accounted for as a reduction to, accounts receivable. The agreements transfer control and risk related to the receivables to the financial institutions. The Company has no continuing involvement in the transferred receivables subsequent to the sale. During the years ended December 31, 2022 and 2021, the Company sold and de-recognized accounts receivable and collected cash of $120.7 million and $116.1 million, respectively. The costs associated with the supplier financing arrangements were not material for the years ended December 31, 2022 and 2021. Inventories Inventories are stated at the lower of cost, determined using the first-in first-out method, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Write-downs for excess, obsolete or expired inventory are based primarily on how long the inventory has been held, historical sales volume, and estimates of forecasted net sales of that product. A significant change in the timing or level of demand for products may result in recording additional write-downs for excess, obsolete or expired inventory in the future. Note 4, “Inventories,” contains additional information on the Company’s inventory. Leases The Company determines if an arrangement is, or contains, a lease at inception and classifies it at as finance or operating. The Company has operating and finance leases for office and manufacturing facilities, machinery, computer hardware, office equipment, and vehicles. Short-term finance lease liabilities are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. Lease right-of-use (“ROU”) assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. When discount rates implicit in leases cannot be readily determined, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The incremental borrowing rate is determined based on the Company’s recent debt issuances, the Company’s specific credit rating, lease term and the currency in which lease payments are made. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. Costs associated with operating leases are recognized within operating expenses on a straight-line basis over the lease term. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in Interest expense and recognized using the effective interest method over the lease term. The Company combines lease and non-lease components for all asset classes. For certain leases where rent escalates based upon a change in a financial index, such as the Consumer Price Index, the difference between the rate at lease inception and the subsequent fluctuations in that rate are included in variable lease costs. Additionally, because the Company does not separate lease and non-lease components, variable costs also include payments to the landlord for common area maintenance, real estate taxes, insurance and other operating expenses. The Company does not apply the recognition requirements to leases with lease terms of 12 months or less. Note 14, “Leases,” contains additional information on the Company’s leases. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Property, Plant and Equipment (“PP&E”) PP&E is carried at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, as follows: buildings and building improvements 12-30 years; machinery and equipment 3-10 years; office equipment 3-10 years; and leasehold improvements over the remaining lives of the improvements or the lease term, whichever is shorter. The costs of repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon retirement or sale of an asset, its cost and related accumulated depreciation or amortization is removed from the accounts and any gain or loss is recorded in operating income or expense. The Company also reviews its PP&E for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its fixed assets exceeds the related undiscounted future cash flows. In cases where the carrying value of the Company's long-lived assets or asset groups (excluding goodwill and indefinite-lived intangible assets) exceeds the related undiscounted cash flows, the carrying value is written down to fair value. Fair value is generally determined using a discounted cash flow analysis. Note 5, “Property, Plant and Equipment, Net,” contains additional information on the Company’s PP&E. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e . the “exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurements, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 1 valuations do not entail a significant degree of judgment. Level 2 – Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market. Level 3 – Valuation is based on unobservable inputs that are significant to the overall fair value measurement. The degree of judgment in determining fair value is greatest for Level 3 valuations. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date. Note 17, “Financial Instruments and Fair Value Measurements,” contains additional information on assets and liabilities recorded at fair value in the consolidated financial statements. Acquisitions The Company accounts for acquisitions under the acquisition method of accounting for business combinations. Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. All direct acquisition-related costs are expensed as incurred and are recognized as a component of Restructuring and other charges. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Contingent Consideration In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable performance target. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect. The contingent consideration fair value measurement is based on significant inputs not observable in the market and therefore constitute Level 3 inputs within the fair value hierarchy. The Company determines the initial fair value of contingent consideration liabilities using a Monte Carlo (“Monte Carlo”) valuation model, which involves a simulation of future revenues during the earn out-period using management’s best estimates, or a probability-weighted discounted cash flow analysis. In periods subsequent to the initial measurement, contingent consideration liabilities are remeasured to fair value each reporting period until the contingent consideration is settled using various assumptions including estimated revenues (based on internal operational budgets and long-range strategic plans), discount rates, revenue volatility and projected payment dates. The current portion of contingent consideration liabilities is included in Accrued expenses and other current liabilities and the non-current portion is included in Other long-term liabilities on the Consolidated Balance Sheets. Adjustments to the fair value of contingent consideration liabilities are included in Restructuring and other charges in the Consolidated Statements of Operations, and cash flows from operating activities in the Consolidated Statements of Cash Flows. Note 17, “Financial Instruments and Fair Value Measurements,” contains additional information on contingent consideration recorded at fair value in the consolidated financial statements. Goodwill Goodwill represents the excess of cost over the fair value of identifiable net assets of a business acquired and is assigned to one or more reporting units. The Company’s reporting units are the same as its reportable segments, Medical and Non-Medical. The Company tests each reporting unit’s goodwill for impairment at least annually as of the last day of the fiscal year and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. In conducting its goodwill test, the Company either performs a qualitative assessment or a quantitative assessment. A qualitative assessment requires that the Company consider events or circumstances including, but not limited to, macro-economic conditions, market and industry conditions, cost factors, competitive environment, changes in strategy, changes in customers, changes in the Company’s stock price, results of the last impairment test, and the operational stability and the overall financial performance of the reporting units. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair values of its reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed. The Company may elect to bypass the qualitative analysis and perform a quantitative analysis. If the qualitative assessment indicates that the quantitative analysis should be performed or if management elects to bypass a qualitative analysis to perform a quantitative analysis, the Company then evaluates goodwill for impairment by comparing the fair value of each of its reporting units to its carrying value, including the associated goodwill. To determine the fair values, the Company uses a weighted combination of the market approach based on comparable publicly traded companies and the income approach based on estimated discounted future cash flows. The cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors. The Company completed its annual goodwill impairment test as of December 31, 2022 and determined, after performing a qualitative review of its Medical reporting unit, that it is more likely than not that the fair value of the Medical reporting unit exceeds its carrying amount. Accordingly, there was no indication of impairment and the quantitative goodwill impairment test was not performed for the Medical reporting unit. The Company bypassed the qualitative analysis for its Non-Medical reporting unit and performed a quantitative analysis. The fair value of the Non-Medical reporting unit exceeded its carrying amount as of December 31, 2022. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Other Intangible Assets Other intangible assets consist of purchased technology and patents, customer lists and trademarks. Definite-lived intangible assets are amortized on an accelerated or straight-line basis, which approximates the projected cash flows used to determine the fair value of those definite-lived intangible assets at the time of acquisition, as follows: purchased technology and patents 5-20 years; customer lists 7-20 years and other intangible assets 1-20 years. Certain trademark assets are considered indefinite-lived intangible assets and are not amortized. The Company expenses the costs incurred to renew or extend the term of intangible assets. The Company reviews its definite-lived intangible assets for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its definite-lived intangible assets or asset groups exceeds the related undiscounted future cash flows. In cases where the carrying value exceeds the undiscounted future cash flows, the carrying value is written down to fair value. Fair value is generally determined using a discounted cash flow analysis. The Company assesses its indefinite-lived intangible assets for impairment periodically to determine if any adverse conditions exist that would indicate impairment or when impairment indicators exist. The Company assesses its indefinite-lived intangible assets for impairment at least annually by comparing the fair value of the indefinite-lived intangible asset to its carrying value. The fair value is determined using the relief from royalty method. Refer to Note 6, “Goodwill and Other Intangible Assets, Net,” for further details of the Company’s goodwill and other intangible assets. Equity Investments The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Consolidated Balance Sheets. Equity investments are measured and recorded as follows: • Non-marketable equity securities are equity securities without readily determinable fair value that are measured and recorded at fair value with changes in fair value recognized within net income. The Company measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. If an impairment is recognized on the Company’s non-marketable equity securities during the period, these assets are classified as Level 3 within the fair value hierarchy based on the nature of the fair value inputs. • Equity method investments are equity securities in investees the Company does not control but over which it has the ability to exercise influence. Equity method investments are recorded at cost and are adjusted to recognize (1) the Company’s share, based on percentage ownership or other contractual basis, of the investee’s income or loss, (2) additional contributions made and dividends or other distributions received, and (3) impairments resulting from other-than-temporary declines in fair value. Realized and unrealized gains and losses resulting from changes in fair value or the sale of these equity investments are recorded through (Gain) loss on equity investments, net. For some investments, the Company records its share of the investee’s income or loss one quarter in arrears due to the timing of its receipt of such information. The carrying value of the Company’s non-marketable equity securities is adjusted for qualifying observable price changes resulting from the issuance of similar or identical securities by the same issuer. Determining whether an observed transaction is similar to a security within the Company’s portfolio requires judgment based on the rights and preferences of the securities. Recording upward and downward adjustments to the carrying value of the Company’s equity securities as a result of observable price changes requires quantitative assessments of the fair value of these securities using various valuation methodologies and involves the use of estimates. Non-marketable equity securities and equity method investments (collectively referred to as non-marketable equity investments) are also subject to periodic impairment reviews. The Company’s quarterly impairment analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative factors considered include the investee’s financial condition and business outlook, market for technology, operational and financing cash flow activities, technology and regulatory approval progress, and other relevant events and factors affecting the investee. When indicators of impairment exist, quantitative assessments of the fair value of the Company’s non-marketable equity investments are prepared. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) To determine the fair value of these investments, the Company uses all pertinent financial information available related to the investees, including financial statements, market participant valuations from recent and proposed equity offerings, and other third-party data. Non-marketable equity securities are tested for impairment using a qualitative model similar to the model used for goodwill and long-lived assets. Upon determining that an impairment may exist, the security’s fair value is calculated and compared to its carrying value and an impairment is recognized immediately if the carrying value exceeds the fair value. Equity method investments are subject to periodic impairment reviews using the other-than-temporary impairment model, which considers the severity and duration of a decline in fair value below cost and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery. The Company has determined that its investments are not considered variable interest entities. The Company’s exposure related to these entities is limited to its recorded investment. These investments are in start-up research and development companies whose fair value is highly subjective in nature and subject to future fluctuations, which could be significant. Refer to Note 17, “Financial Instruments and Fair Value Measurements,” for additional information on the Company’s equity investments. Debt Issuance Costs and Discounts Debt issuance costs and discounts associated with the issuance of debt by the Company are deferred and amortized over the lives of the related debt. Debt issuance costs incurred in connection with the Company’s issuance of its revolving credit facility are classified within Other long-term assets and amortized to Interest expense on a straight-line basis over the contractual term of the revolving credit facility. Debt issuance costs and discounts related to the Company’s term-debt are recorded as a reduction of the carrying value of the related debt and are amortized to Interest expense using the effective interest method over the period from the date of issuance to the maturity date. Upon prepayment of the related debt, the Company also recognizes a proportionate amount of the costs as extinguishment of debt. Costs treated as extinguishment of debt are expensed and included in Interest expense in the accompanying Consolidated Statements of Operations. The amortization of debt issuance costs and discounts, and debt extinguishment charges are included in Debt related charges included in interest expense in the Consolidated Statements of Cash Flows. Note 8, “Debt,” contains additional information on the Company’s debt issuance costs and discounts. Income Taxes The consolidated financial statements of the Company have been prepared using the asset and liability approach to account for income taxes, which requires the recognition of deferred income taxes for the expected future tax consequences of net operating losses, credits, and temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided on deferred tax assets if it is determined, within each taxing jurisdiction, that it is more likely than not that the asset will not be realized. The Company accounts for uncertain tax positions using a more likely than not recognition threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. The Company recognizes interest expense related to uncertain tax positions as Provision for income taxes. Penalties, if incurred, are recognized as a component of Selling, general and administrative (“SG&A”) expenses. The Company and its subsidiaries file a consolidated United States (“U.S.”) federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Derivative Financial Instruments The Company recognizes all derivative financial instruments in its consolidated financial statements at fair value . The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and, if so, the reason for holding it. The Company’s use of derivative instruments is generally limited to cash flow hedges of certain interest rate risks and minimizing foreign currency exposure on foreign currency transactions, which are typically designated in hedging relationships, and intercompany balances, which are not designated as hedging instruments. Under master agreements with the respective counterparties to the Company’s derivative contracts, subject to applicable requirements, it has the right of set-off and is allowed to net settle transactions of the same type with a single net amount payable by one party to the other. Gains and losses on cash flow hedges are recorded in Accumulated Other Comprehensive Income in the Consolidated Balance Sheets until the underlying transaction is recorded in earnings. When the hedged item is realized, gains or losses are reclassified from Accumulated Other Comprehensive Income (“AOCI”) to the Consolidated Statement of Operations on the same line item as the underlying transaction. In the event the forecasted transactions do not occur, or it becomes probable that they will not occur, the Company reclassifies any gain or loss on the related cash flow hedge to earnings in the respective period. Cash flows related to these derivative financial instruments are included in cash flows from operating activities. Foreign currency contracts not designated as hedging relationships are recorded at fair value in Accrued expenses and other current liabilities in the Consolidated Balance Sheets with resulting gains or losses are recorded in the Consolidated Statement of Operations. Revenue Recognition The majority of the Company’s revenues consist of sales of various medical devices and products to large, multinational OEMs and their affiliated subsidiaries. The Company considers the customer’s purchase order, which in some cases is governed by a long-term agreement, and the Company’s corresponding sales order acknowledgment as the contract with the customer. The majority of contracts have an original expected duration of one year or less. Consideration payable to customers is included in the transaction price. In accordance with ASC 340-40-25-4, the Company expenses incremental costs of obtaining a contract when incurred because the amortization period is less than one year. The Company recognizes revenue from contracts with customers as performance obligations are satisfied when the customer obtains control of the products. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits from the products. The customer obtains control of the products when title and risk of ownership transfers to them, which is primarily based upon shipping terms. Most of the Company’s revenues are recognized at the point in time when the products are shipped to customers. When a contract with a customer relates to products with no alternative use and the Company has an enforceable right to payment, including reasonable profit, for performance completed to date throughout the duration of the contract, revenue is recognized over time as control is transferred to the customer. When revenue is recognized over time, the Company uses an input measure to determine progress towards completion and total estimated costs at completion. Under this method, sales and gross profit are recognized generally as actual costs are incurred. Revenue is recognized net of sales tax, value-added taxes and other taxes. Performance Obligations The Company assesses whether promises are separate and distinct in the context of the contract. If promises are not separate and distinct, they are aggregated with other promises until they are separate and distinct, resulting in a performance obligation. The Company considers each shipment of an individual product included on a purchase order to be a separate performance obligation because the customer obtains economic benefit as each shipment occurs. Standard payment terms range from 30 |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS ACQUISITIONS | BUSINESS ACQUISITIONS 2022 Acquisition On April 6, 2022, the Company acquired 100% of the equity interests of Connemara Biomedical Holdings Teoranta, including its operating subsidiaries Aran Biomedical and Proxy Biomedical (collectively “Aran”), a recognized leader in proprietary medical textiles, high precision biomaterial coverings and coatings as well as advanced metal and polymer braiding. Aran delivers development and manufacturing solutions for implantable medical devices. Consistent with the Company’s strategy, the combination with Aran further increases Integer’s ability to offer complete solutions for complex delivery and therapeutic devices in high growth cardiovascular markets such as structural heart, neurovascular, peripheral vascular, and endovascular as well as general surgery. The Company funded the purchase price with borrowings under its Revolving Credit Facility. The total consideration transferred was $141.3 million, which includes an initial cash payment of $133.9 million ($129.3 million net of cash acquired) and $7.4 million in estimated fair value of contingent consideration. The contingent consideration represents the estimated fair value of the Company’s obligation, under the purchase agreement, to make additional payments of up to €10 million ($10.9 million at the exchange rate as of April 6, 2022) based on Aran’s achievement of 2022 revenue growth milestones. The earn-out period ended on December 31, 2022 and, in accordance with the terms of the share purchase agreement, payment will be made in the first half of 2023. See Note 17, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration. The Company has preliminarily estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition. The determination of estimated fair value required management to make significant estimates and assumptions based on information that was available at the time the consolidated financial statements were prepared. The amounts reported are considered preliminary as the Company is completing the valuations that are required to allocate the purchase price in areas such as property and equipment, intangible assets, liabilities and goodwill. As a result, the allocation of the preliminary purchase price may change in the future, which could be material. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed (in thousands): Fair value of net assets acquired Current assets $ 9,319 Property, plant and equipment 4,151 Goodwill 68,460 Definite-lived intangible assets 71,485 Operating lease assets 3,505 Other noncurrent assets 1,354 Current liabilities (4,370) Operating lease liabilities (3,258) Other noncurrent liabilities (9,377) Fair value of net assets acquired $ 141,269 The preliminary fair values of the assets acquired were determined using one of three valuation approaches: market, income or cost. The selection of a particular method for a given asset depended on the reliability of available data and the nature of the asset, among other considerations. The market approach estimates the value for a subject asset based on available market pricing for comparable assets. The income approach estimates the value for a subject asset based on the present value of cash flows projected to be generated by the asset. The projected cash flows were discounted at a required rate of return that reflects the relative risk of the asset and the time value of money. The projected cash flows for each asset considered multiple factors from the perspective of a marketplace participant including revenue projections from existing customers, attrition trends, technology life-cycle assumptions, marginal tax rates and expected profit margins giving consideration to historical and expected margins. The cost approach estimates the value for a subject asset based on the cost to replace the asset and reflects the estimated reproduction or replacement cost for the asset, less an allowance for loss in value due to depreciation or obsolescence, with specific consideration given to economic obsolescence if indicated. These fair value measurement approaches are based on significant unobservable inputs, including management estimates and assumptions. (2.) BUSINESS ACQUISITIONS (Continued) Current Assets and Liabilities The fair value of current assets and liabilities was assumed to approximate their carrying value as of the acquisition date due to the short-term nature of these assets and liabilities. Property, Plant and Equipment The fair value of PP&E acquired was estimated by applying the cost approach for personal property and leasehold improvements. The cost approach was applied by developing a replacement cost and adjusting for economic depreciation and obsolescence. Leases The Company recognized operating lease liabilities and operating lease right-of-use assets for office and manufacturing facilities in Ireland in accordance with ASC 842, Leases. Goodwill The excess of the purchase price over the fair value of net tangible and intangible assets acquired and liabilities assumed was allocated to goodwill. The goodwill resulting from the transaction is primarily attributable to future customer relationships and the assembled workforce of the acquired business. The goodwill acquired in connection with the Aran acquisition was allocated to the Medical segment and is not deductible for tax purposes. Intangible Assets The purchase price was allocated to intangible assets as follows (dollars in thousands): Definite-lived Intangible Assets Fair Value Assigned Weighted Average Amortization Period Weighted Average Discount Rate Customer lists $ 53,395 26.0 9.5% Technology 17,435 12.0 9.5% Tradenames 655 1.5 9.5% $ 71,485 Customer Lists - Customer lists represent the estimated fair value of contractual and non-contractual customer relationships Aran had as of the acquisition date. The primary customers of Aran include large original equipment manufacturers in various geographic locations around the world. Aran had long-term recurring relationships with customers in both the design services and original design manufacturing segments. These relationships were valued separately from goodwill at the amount that an independent third party would be willing to pay for these relationships. The fair value of customer lists was determined using the multi-period excess-earnings method, a form of the income approach. The estimated useful life of the existing customer base was based upon the historical customer annual attrition rate of 5%, as well as management’s understanding of the industry and product life cycles. Technology - Technology consists of technical processes, patented and unpatented technology, manufacturing know-how, trade secrets and the understanding with respect to products or processes that have been developed by Aran and that will be leveraged in current and future products. The fair value of technology acquired was determined utilizing the relief from royalty method, a form of the income approach, with a royalty rate of 9.5% . The estimated useful life of the technology is based upon management’s estimate of the product life cycle associated with the technology before they will be replaced by new technologies. Tradenames - Tradenames represents the estimated fair value of Aran’s corporate and product names. The acquired tradenames were valued separately from goodwill at the amount that an independent third party would be willing to pay for use of these names. The fair value of the tradenames was determined by utilizing the relief from royalty method, a form of the income approach, with a royalty rate of 2.0%. Tradenames were assumed to have a definite useful life based upon management expectations and future operating plans. (2.) BUSINESS ACQUISITIONS (Continued) 2021 Acquisition On December 1, 2021, the Company acquired 100% of the equity interests of Oscor Inc., Oscor Caribe, LLC and Oscor Europe GmbH (collectively “Oscor”), privately-held companies with operations in Florida, the Dominican Republic and Germany that design, develop, manufacture and market a comprehensive portfolio of highly specialized medical devices, venous access systems and diagnostic catheters and implantable devices. Serving the Company’s current markets, Oscor broadens the Company’s product portfolio, expands its research and development capabilities, and adds low-cost manufacturing capacity. The Company used proceeds from its Senior Secured Credit Facilities to fund the acquisition. See Note 8, “Debt,” for additional information on the Company’s Senior Secured Credit Facilities. Oscor is included in the Company’s Medical segment. The Oscor acquisition was structured as a stock purchase, however the parties agreed to coordinate the election of Section 338(h)(10) of the Internal Revenue Code relative to this transaction for tax purposes. Therefore, the excess purchase price over the fair value of net assets acquired was recorded as goodwill, which will be amortized over 15 years for income tax filing purposes. The goodwill was primarily associated with future customer relationships and an acquired assembled work force. During 2022, the Company recorded final measurement period adjustments, inclusive of working capital and other closing adjustments, resulting in increases to goodwill and current liabilities of $0.5 million and $2.3 million, respectively, and decreases to current assets (excluding inventory) and inventory of $2.5 million and $0.9 million, respectively. The final purchase price, including working capital and other closing adjustments of $5.2 million, was $215.2 million. The final purchase price allocation was as follows (in thousands): Fair value of net assets acquired Current assets (excluding inventory) $ 9,621 Inventory 11,270 Property, plant and equipment 17,977 Goodwill 78,392 Intangible assets 105,300 Operating lease assets 15,142 Other noncurrent assets 695 Current liabilities (11,143) Operating lease liabilities (12,044) Fair value of net assets acquired $ 215,210 Intangible Assets The purchase price was allocated to intangible assets as follows (dollars in thousands): Definite-lived Intangible Assets Fair Value Assigned Weighted Average Amortization Period Weighted Average Discount Rate Customer lists $ 73,800 20.0 9.5% Technology 15,200 15.0 9.5% Tradenames 16,300 20.0 9.5% Contingent Receivable – The Company recorded a contingent receivable related to the Oscor acquisition related to retentive RSU Awards issued to certain Oscor associates. The estimated fair value of the contingent consideration receivable at the acquisition date and as of December 31, 2021 was $1.4 million and was included in Prepaid expenses and other current assets on the Consolidated Balance Sheets as of December 31, 2021. During 2022, the Company recorded a $0.1 million reduction in the estimated fair value of the contingent receivable due to voluntary resignation of one Oscor associate. The remaining contingent receivable related to the acquisition date fair value of $1.3 million was received during 2022 and is reported as a financing activity in the Consolidated Statements of Cash Flows. (2.) BUSINESS ACQUISITIONS (Continued) 2020 Acquisition On February 19, 2020, the Company acquired certain assets and liabilities of InoMec Ltd. (“InoMec”), a privately-held company based in Israel that specializes in the research, development and manufacturing of medical devices, including minimally invasive tools, delivery systems, tubing and catheters, surgery tools, drug-device combination, laser combined devices, and tooling and production. The acquisition enabled the Company to create a research and development center in Israel, closer to the customer base in the region. The fair value of the consideration transferred was $7.0 million, which included an initial cash payment of $5.3 million and $1.7 million in estimated fair value of contingent consideration. The contingent consideration represented the estimated fair value of the Company’s obligation, under the asset purchase agreement, to make additional payments of up to $3.5 million if specified conditions are met through February 2024. See Note 17, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration. Based on the final purchase price allocation, the assets acquired principally comprise $2.0 million of intangible assets, $4.8 million of goodwill, $0.3 million of acquired property, plant and equipment, and a net liability for other working capital items of $0.1 million. Intangible assets included developed technology, customer relationships and non-compete provisions, which are being amortized over a weighted average period of 5.9 years. Goodwill for the InoMec acquisition is deductible for income tax purposes. Actual and Pro Forma (unaudited) disclosures For segment reporting purposes, the results of operations and assets from the Aran, Oscor and InoMec acquisitions have been included in the Company’s Medical segment since the respective acquisition dates. For the year ended December 31, 2022, sales related to Aran were $15.1 million and earnings were not material. For the year ended December 31, 2021, sales related to Oscor were $4.7 million and earnings were not material. For the year ended December 31, 2020, sales related to InoMec were $3.4 million and earnings were not material. Pro forma financial information has not been presented for the InoMec acquisition as the net effect was not significant or material to the Company’s results of operations or financial position. The following table presents (in thousands) unaudited pro forma financial information as if Aran and Oscor had been included in the Company’s financial results as of the beginning of fiscal year 2021 and 2020, respectively, through the date of acquisition (in thousands): 2022 2021 2020 Sales $ 1,381,459 $ 1,291,600 $ 1,128,137 Income from continuing operations 67,375 87,439 67,529 The unaudited pro forma results are presented for illustrative purposes only and do not reflect the realization of potential cost savings, and any related integration costs. Certain costs savings may result from the acquisition; however, there can be no assurance that these cost savings will be achieved. These unaudited pro forma results do not purport to be indicative of the results that would have been obtained, or to be a projection of results that may be obtained in the future. These unaudited pro forma results include certain adjustments, primarily due to increases in amortization expense due to the fair value adjustments of intangible assets, the increases to interest expense reflecting the amount borrowed in connection with the acquisition, acquisition related costs and the impact of income taxes on the pro forma adjustments. Acquisition costs During the years ended December 31, 2022, 2021 and 2020, direct costs of these acquisitions of $6.9 million, $2.0 million and $0.9 million, respectively, were expensed as incurred and included in Restructuring and other charges in the Consolidated Statements of Operations. |
SUPPLEMENTAL CASH FLOW INFORMAT
SUPPLEMENTAL CASH FLOW INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
SUPPLEMENTAL CASH FLOW INFORMATION | SUPPLEMENTAL CASH FLOW INFORMATION The following represents supplemental cash flow information for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Non-cash investing and financing activities: Property, plant and equipment purchases included in accounts payable $ 13,592 $ 5,556 $ 3,597 Cash paid during the year for: Interest 35,804 24,740 33,933 Income taxes 11,165 19,649 18,477 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories comprise the following (in thousands): December 31, 2022 2021 Raw materials $ 98,640 $ 70,956 Work-in-process 98,188 74,152 Finished goods 11,938 10,591 Total $ 208,766 $ 155,699 |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT, NET | PROPERTY, PLANT AND EQUIPMENT, NET PP&E comprises the following (in thousands): December 31, 2022 2021 Manufacturing machinery and equipment $ 392,109 $ 352,391 Buildings and building improvements 101,445 98,007 Information technology hardware and software 68,205 72,752 Leasehold improvements 87,616 85,931 Furniture and fixtures 17,614 17,099 Land and land improvements 13,173 13,980 Construction work in process 73,632 41,813 Other 1,478 1,431 755,272 683,404 Accumulated depreciation (438,029) (406,305) Total $ 317,243 $ 277,099 Depreciation expense for PP&E was as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Depreciation expense $ 42,617 $ 39,772 $ 38,193 |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS, NET | GOODWILL AND OTHER INTANGIBLE ASSETS, NET Goodwill The changes in the carrying amount of goodwill by reportable segment during the years ended December 31, 2022 and 2021 was as follows (in thousands): Medical Non-Medical Total December 31, 2020 $ 842,442 $ 17,000 $ 859,442 Acquisition (Note 2) 77,887 — 77,887 Foreign currency translation (12,625) — (12,625) December 31, 2021 907,704 17,000 924,704 Acquisition (Note 2) 68,460 — 68,460 Acquisition-related adjustments (Note 2) 505 — 505 Foreign currency translation (11,477) — (11,477) December 31, 2022 $ 965,192 $ 17,000 $ 982,192 As of December 31, 2022, no accumulated impairment loss has been recognized for the goodwill allocated to the Company’s Medical or Non-Medical segments. Intangible Assets The Company reclassified purchased tradenames with a net carrying value of $16.2 million from Purchased technology and patents as of December 31, 2021 to Amortizing tradenames and other to conform to the current period presentation. The Company made this reclassification to better align with the classification of amortization expense for similar assets. Intangible assets comprise the following (in thousands): Gross Accumulated Net December 31, 2022 Definite-lived: Purchased technology and patents $ 283,929 $ (178,844) $ 105,085 Customer lists 825,634 (216,546) 609,088 Amortizing tradenames and other 21,028 (5,600) 15,428 Total amortizing intangible assets $ 1,130,591 $ (400,990) $ 729,601 Indefinite-lived: Trademarks and tradenames $ 90,288 December 31, 2021 Definite-lived: Purchased technology and patents $ 269,359 $ (164,298) $ 105,061 Customer lists 783,618 (187,412) 596,206 Amortizing tradenames and other 20,462 (4,207) 16,255 Total amortizing intangible assets $ 1,073,439 $ (355,917) $ 717,522 Indefinite-lived: Trademarks and tradenames $ 90,288 See Note 2, “Business Acquisitions,” for additional details regarding intangible assets acquired during 2022 and 2021. Included in the Company’s indefinite-lived intangible assets are the Lake Region Medical and Greatbatch Medical tradenames with carrying values of $70.0 million and $20.3 million, respectively. (6. ) GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Continued) Aggregate intangible asset amortization expense comprises the following for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Cost of sales $ 15,701 $ 13,090 $ 12,860 SG&A 32,612 28,507 28,271 Total intangible asset amortization expense $ 48,313 $ 41,597 $ 41,131 Estimated future intangible asset amortization expense based upon the carrying value as of December 31, 2022 is as follows (in thousands): 2023 2024 2025 2026 2027 After 2027 Amortization expense $ 52,196 $ 51,568 $ 50,768 $ 48,939 $ 45,987 $ 480,143 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities comprise the following (in thousands): December 31, 2022 2021 Salaries and benefits $ 33,084 $ 27,733 Profit sharing and bonuses 15,800 18,325 Contingent consideration 11,201 918 Contract liabilities 5,616 3,776 Short-term finance lease liabilities 1,093 608 Product warranties 77 509 Accrued interest 472 76 Other 6,156 4,988 Total $ 73,499 $ 56,933 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Long-term debt comprises the following (in thousands): December 31, 2022 2021 Senior secured term loan A $ 455,313 $ 467,062 Senior secured term loan B 335,625 349,125 Senior secured revolving credit facility 140,300 19,300 Unamortized discount on term loan B and deferred debt issuance costs (5,977) (7,361) Total debt 925,261 828,126 Current portion of long-term debt (18,188) (15,250) Total long-term debt $ 907,073 $ 812,876 Senior Secured Credit Facilities On September 2, 2021, the Company entered into a new credit agreement (the “2021 Credit Agreement”), which permits borrowings and other extensions of credit in an initial aggregate principal amount of up to $1 billion (as may be increased from time to time in accordance with the terms). Prior to September 2, 2021, the Company was party to an amended and restated credit agreement, dated as of October 27, 2015. The 2021 Credit Agreement governs the Company’s senior secured credit facilities (the “Senior Secured Credit Facilities”), which consist of a five-year $400 million revolving credit facility (the “Revolving Credit Facility”), a five-year “term A” loan (the “TLA Facility”) and a seven-year “term B” loan (the “TLB Facility” and, together with the TLA Facility, the “Term Loan Facilities”). The TLB Facility was issued at a 0.50% discount. The 2021 Credit Agreement also includes an alternative benchmark rate as a replacement to the London Interbank Offered Rate (“LIBOR”) in the event LIBOR is no longer available. As of December 31, 2022, the weighted average interest rate on all outstanding borrowings was 6.40%. The obligations under the 2021 Credit Agreement are guaranteed by certain specified subsidiaries of the Company. Among other things, the 2021 Credit Agreement contains covenants that restrict the Company’s and certain of its subsidiaries’ ability to incur liens on certain assets, incur indebtedness, make material changes in corporate structure or materially alter the nature of its business, dispose of material assets, engage in mergers, consolidations and certain other fundamental changes, or engage in certain transactions with affiliates. The 2021 Credit Agreement contains customary default provisions, including, but not limited to, failure to pay interest or principal when due and failure to comply with covenants. Refer to Note 21, “Subsequent Events,” for information regarding the January 30, 2023 and February 15, 2023 amendments to the 2021 Credit Agreement, the January 31, 2023 Capped Call Transactions and the February 3, 2023 Convertible Notes offering. Revolving Credit Facility The Revolving Credit Facility matures on September 2, 2026 and includes a $40 million sublimit for swingline loans and standby letters of credit. As of December 31, 2022, the Company had available borrowing capacity on the Revolving Credit Facility of $256.2 million after giving effect to $140.3 million of outstanding borrowings and $3.5 million of outstanding standby letters of credit. Interest rates on the Revolving Credit Facility are at the Company’s option, either at: (i) the applicable LIBOR (or an applicable benchmark replacement) plus the applicable margin, which will range between 1.25% and 2.25%, based on the Company’s Total Net Leverage Ratio (as defined in the 2021 Credit Agreement), or (ii) the Base Rate (as defined below) plus the applicable margin, which will range between 0.25% and 1.25%, based on the Company’s Total Net Leverage Ratio. The Base Rate is defined, for any day, as the per annum rate equal to the highest of (i) the prime rate (as defined in the 2021 Credit Agreement), (ii) the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.50%, and (iii) one-month LIBOR plus 1.00%. As of December 31, 2022, the interest rate on outstanding borrowings under the Revolving Credit Facility was 6.13%. The Company is required to pay a commitment fee on the unused portion of the Revolving Credit Facility, which will range between 0.15% and 0.25%, depending on the Company’s Total Net Leverage Ratio. As of December 31, 2022, the commitment fee on the unused portion of the Revolving Credit Facility was 0.20%. (8.) DEBT (Continued) Term Loan Facilities The TLA Facility and TLB Facility mature on September 2, 2026 and September 2, 2028, respectively, and require quarterly installments. The quarterly principal installments under the TLA Facility increase over the term of the loan. The interest rate terms for the TLA Facility are the same as those outlined above for the Revolving Credit Facility. Interest rates on the TLB Facility are, at the Company’s option, either at: (i) the applicable LIBOR rate plus 2.50%, with LIBOR subject to a 0.50% floor, or (ii) the Base Rate plus 1.50%. As of December 31, 2022, the interest rates on the TLA Facility and TLB Facility were 6.13% and 6.88%, respectively. Covenants The 2021 Credit Agreement contains customary terms and conditions, including representations and warranties and affirmative and negative covenants, as well as financial covenants for the benefit of the lenders under the Revolving Credit Facility and the TLA Facility, which require that (i) the Company maintain a Total Net Leverage Ratio not to exceed 5.50:1.00 (stepping down to 5.00:1.00 for the third fiscal quarter of 2023 through maturity and subject to increase in certain circumstances following qualified acquisitions, but shall not exceed 5.50:1.00) and (ii) the Company maintain an interest coverage ratio of at least 2.50:1.00. The TLB Facility does not contain any financial maintenance covenants. As of December 31, 2022, the Company was in compliance with these financial covenants. Contractual maturities under the Senior Secured Credit Facilities for the next five years and thereafter, as of December 31, 2022, are as follows (in thousands): 2023 2024 2025 2026 2027 After 2027 Future minimum principal payments $ 18,188 $ 29,937 $ 38,750 $ 522,738 $ 3,500 $ 318,125 Deferred Debt Issuance Costs and Discounts The change in deferred debt issuance costs related to the Company’s Revolving Credit Facility is as follows (in thousands): December 31, 2021 3,039 Amortization during the period (652) December 31, 2022 $ 2,387 The change in unamortized discount and deferred debt issuance costs related to the Term Loan Facilities is as follows (in thousands): Deferred Debt Issuance Costs Unamortized Discount on TLB Facility Total December 31, 2021 5,674 1,687 7,361 Write-off of deferred debt issuance costs and unamortized discount (114) — (114) Amortization during the period (991) (279) (1,270) December 31, 2022 $ 4,569 $ 1,408 $ 5,977 |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS Savings Plan The Company sponsors a defined contribution 401(k) plan (the “Plan”) for its U.S. based employees. The Plan provides for the deferral of employee compensation under Internal Revenue Code §401(k) and a Company match. The Company matches $0.50 per dollar of each participant’s deferral made to the Plan up to 6% of their compensation, subject to Internal Revenue Service guidelines. Contributions from employees, as well as those matched by the Company, vest immediately. Net costs related to defined contribution plans for 2022, 2021 and 2020 were $8.8 million , $7.9 million and $5.0 million, respectively. (9. ) BENEFIT PLANS (Continued) Defined Benefit Plans The Company is required to provide its employees located in Switzerland and Mexico certain statutorily mandated defined benefits. Under these plans, benefits accrue to employees based upon years of service, position, age and compensation. The defined benefit pension plan provided to the Company’s employees located in Switzerland is a funded contributory plan, while the plans that provide benefits to the Company’s employees located in Mexico are unfunded and noncontributory. The assets of the Switzerland plan are held at an AA- rated insurance carrier who bears the pension risk and longevity risk, and will be used to cover the pension liability for the remaining retirees of the Swiss plan, as well as the remaining employees at that location. The liability and corresponding expense related to these benefit plans is based on actuarial computations of current and future benefits for employees. The aggregated projected benefit obligation for these plans was $2.5 million and $3.9 million as of December 31, 2022 and December 31, 2021, respectively. Net periodic pension cost for 2022, 2021 and 2020 was $0.1 million, $0.5 million and $0.4 million, respectively. Over the next ten years, the Company expects gross benefit payments to be $1.2 million in total for the years 2023 through 2027, and $2.2 million in total for the years 2028 through 2032. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based Compensation Plans The Company maintains certain stock-based compensation plans that were approved by the Company’s stockholders and are administered by the Board of Directors (the “Board”) or the Compensation and Organization Committee of the Board. The stock-based compensation plans provide for the granting of stock options, restricted stock awards, RSUs, performance awards, stock appreciation rights and stock bonuses to employees, non-employee directors, consultants, and service providers. As of December 31, 2022, the Company’s outstanding stock-based compensation plans and agreements include the 2021 Omnibus Incentive Plan (the “2021 Plan”), 2016 Stock Incentive Plan (the “2016 Plan”), 2011 Stock Incentive Plan (the “2011 Plan”), the 2009 Stock Incentive Plan (the “2009 Plan”). The 2021 Plan replaced the 2016 Plan and the Company ceased granting any new awards under the 2016 Plan. The number of shares initially reserved for issuance under the 2021 Plan is (i) 1,450,000 plus (ii) the total number of shares of common stock available for issuance under the 2016 Plan, plus (iii) any shares of common stock that are subject to awards forfeited, cancelled, expired, terminated or otherwise lapsed or settled in cash, in whole or in part, without the delivery of shares under the 2016 Plan. The 2011 Plan and 2009 Stock Plan have expired and no awards are available for issuance under these expired plans. As of December 31, 2022, there were 1,311,629 shares available for future grants under the 2021 Plan. Stock-based Compensation Expense The components and classification of stock-based compensation expense were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Stock options $ — $ — $ 43 RSUs and PRSUs 21,023 16,185 9,120 Total stock-based compensation expense $ 21,023 $ 16,185 $ 9,163 Cost of sales $ 3,240 $ 3,365 $ 1,658 SG&A 15,234 11,579 6,942 RD&E 1,099 969 563 Restructuring and other charges 1,450 272 — Total stock-based compensation expense $ 21,023 $ 16,185 $ 9,163 Income tax benefit recognized for stock-based compensation arrangements $ 2,908 $ 4,188 $ 3,169 (10.) STOCK-BASED COMPENSATION (Continued) Stock Options There were no stock options granted during 2022, 2021 or 2020. The following table summarizes stock option activity during the year ended December 31, 2022: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 247,640 $ 38.03 Exercised (7,018) 21.35 Outstanding at December 31, 2022 240,622 $ 38.51 3.2 $ 7.2 Vested and exercisable at December 31, 2022 240,622 $ 38.51 3.2 $ 7.2 Intrinsic value is calculated for in-the-money options (exercise price less than market price) as the difference between the market price of the Company’s common stock as of December 31, 2022 ($68.46) and the weighted average exercise price of the underlying stock options, multiplied by the number of options outstanding and/or exercisable. Shares are distributed from the Company’s authorized but unissued reserve upon the exercise of stock options. As of December 31, 2022, there was no unrecognized compensation cost related to stock options. The following table provides certain information relating to the exercise of stock options during 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Intrinsic value $ 370 $ 2,370 $ 4,773 Cash received 150 743 3,263 Actual tax benefit for the tax deductions from the exercise of options 89 569 1,145 Restricted Stock Units The following table summarizes RSU activity during the year ended December 31, 2022: Time-Vested Weighted Nonvested at December 31, 2021 248,131 $ 81.14 Granted 221,352 75.87 Vested (142,927) 80.50 Forfeited (34,627) 80.14 Nonvested at December 31, 2022 291,929 $ 77.58 As of December 31, 2022, there was $14.6 million of total unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted-average period of approximately 1.9 years. The fair value of RSU shares vested during 2022, 2021 and 2020 was $10.7 million, $12.9 million and $9.9 million, respectively. The weighted average grant date fair value of RSUs granted during 2022, 2021 and 2020 was $75.87, $81.98 and $83.94, respectively. (10.) STOCK-BASED COMPENSATION (Continued) Performance Restricted Stock Units The following table summarizes PRSU activity during the year ended December 31, 2022: Performance- Weighted Nonvested at December 31, 2021 198,869 $ 92.07 Granted 131,393 90.84 Forfeited (66,356) 96.70 Nonvested at December 31, 2022 263,906 $ 90.29 For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares earned depends on the achievement of financial or market-based performance conditions. The financial performance condition is based on the Company’s sales targets. The market conditions are based on the Company’s achievement of a relative total shareholder return (“TSR”) performance requirement, on a percentile basis, compared to a defined group of peer companies over three year performance periods, or contingent upon achieving specified stock price milestones over a five year performance period. At December 31, 2022, there was $11.8 million of total unrecognized compensation cost related to unvested PRSUs, which is expected to be recognized over a weighted-average period of approximately 1.7 years. There were no PRSU shares vested during 2022. The fair value of PRSU shares vested during 2021 and 2020 was $3.1 million and $2.9 million, respectively. The weighted average grant date fair value of PRSUs granted during 2022, 2021 and 2020 was $90.84, $85.16 and $95.06, respectively. The grant-date fair values of the market-based portion of the PRSUs granted during 2022, 2021 and 2020 were determined using the Monte Carlo valuation model on the date of grant. The weighted average fair value and assumptions used to value the TSR portion of the PRSUs granted are as follows: 2022 2021 2020 Weighted average fair value $ 97.58 $ 85.16 $ 107.27 Risk-free interest rate 1.58 % 0.19 % 1.29 % Expected volatility 42 % 41 % 30 % Expected life (in years) 3.9 3.0 2.9 Expected dividend yield — % — % — % The valuation of the TSR portion of the PRSUs granted during 2022, 2021 and 2020 also reflects a weighted average illiquidity discount of 9.25%, 8.19% and 8.00%, respectively, related to the six-month period that recipients are restricted from selling, transferring, pledging or assigning the underlying shares, in the event of vesting. |
RESTRUCTURING AND OTHER CHARGES
RESTRUCTURING AND OTHER CHARGES | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING AND OTHER CHARGES | RESTRUCTURING AND OTHER CHARGES In addition to Restructuring costs discussed in Note 1, “Summary of Significant Accounting Policies,” the Company incurs other costs directly related to the restructuring initiatives (“restructuring-related charges”) which are classified within Cost of sales, Selling, general and administrative, and Research, development and engineering expenses in the Consolidated Statements of Operations. In addition, from time to time, the Company incurs costs associated with acquiring and integrating businesses, and certain other general expenses, including asset impairments. The Company classifies costs associated with these items within Restructuring and other charges in the Consolidated Statements of Operations. Restructuring and other charges comprise the following (in thousands): 2022 2021 2020 Restructuring charges $ 4,920 $ 4,804 $ 3,718 Acquisition and integration costs (adjustments) 10,075 2,544 (776) Other general expenses 1,188 508 4,679 Total restructuring and other charges $ 16,183 $ 7,856 $ 7,621 Restructuring programs The following table comprises restructuring and restructuring-related charges by statement of operations classification (in thousands): 2022 Restructuring charges $ 4,920 Restructuring-related expenses (a) : Cost of sales 1,148 Selling, general and administrative 1,966 Research, development and engineering 1,231 Total restructuring and restructuring-related charges $ 9,265 __________ (a) Restructuring-related expenses primarily include retention bonuses and professional fees. Restructuring related expenses for 2021 and 2020 were not material. Operational excellence initiatives The Company’s operational excellence (“OE”) initiatives mainly consist of costs associated with executing on its sales force, manufacturing, business process and performance excellence operational strategic imperatives. These projects focus on changing the Company’s organizational structure to match product line growth strategies and customer needs, transitioning its manufacturing process into a competitive advantage and standardizing and optimizing its business processes. 2022 OE Initiatives - Costs related to the Company’s 2022 OE initiatives are primarily recorded within the Medical segment or unallocated operating expenses and mainly include termination benefits. The Company estimates that it will incur aggregate pre-tax charges in connection with the 2022 OE initiatives of between approximately $5 million and $6 million, the majority of which are expected to be cash expenditures. As of December 31, 2022, total restructuring and restructuring-related charges incurred since inception were $3.0 million. These actions are expected to be substantially complete by the end of 2025. 2021 OE Initiatives - Costs related to the Company’s 2021 OE initiatives are primarily recorded within the Medical segment or unallocated operating expenses and mainly include termination benefits. The Company estimates that it will incur aggregate pre-tax charges in connection with the 2021 OE initiatives of approximately $5 million, the majority of which are expected to be cash expenditures. As of December 31, 2022, total restructuring and restructuring-related charges incurred since inception were $4.9 million. These actions were substantially complete by the end of 2022. (11.) RESTRUCTURING AND OTHER CHARGES (Continued) Strategic reorganization and alignment The Company’s strategic reorganization and alignment (“SRA”) initiatives primarily include those that align resources with market conditions and the Company’s strategic direction in order to enhance the profitability of its portfolio of products. Cost Reduction Initiatives - During 2022, the Company recorded $1.5 million in restructuring charges related to cost reduction actions taken in response to higher manufacturing and direct labor costs. These charges consisted of employee termination benefits and are recorded within the Medical segment. The Company expects to incur aggregate pre-tax cash charges of up to $2.0 million through completion in the second quarter of 2023. 2021 SRA Initiatives - During the fourth quarter of 2021, the Company initiated plans to exit certain markets served in its Medical segment to enhance profitability and reallocate manufacturing capacity needed to support the Company’s overall growth plans. The Company estimates that it will incur a range of pre-tax charges in connection with the 2021 SRA initiatives of approximately $7 million and $9 million, the majority of which are expected to be cash expenditures. Costs related to the Company’s 2021 SRA Initiatives are primarily recorded within the Medical segment and mainly include termination benefits. As of December 31, 2022, total charges incurred since inception were $4.1 million . These actions are expected to be completed by the end of 2025. Manufacturing alignment to support growth In 2022, the Company commenced initiatives designed to reduce costs and improve operating efficiencies by relocating certain manufacturing operations. The Company estimates that it will incur a range of pre-tax charges in connection with these initiatives of approximately $2 million and $3 million, the majority of which are expected to be cash expenditures. As of December 31, 2022, total restructuring and restructuring-related charges incurred since inception were $0.3 million. These actions are expected to be substantially complete by the end of 2024. The following table summarizes the activity for restructuring reserves (in thousands): Operational Strategic reorganization and alignment Total December 31, 2021 $ 298 $ 134 $ 432 Charges incurred, net of reversals 1,325 3,595 4,920 Cash payments (1,391) (1,595) (2,986) December 31, 2022 $ 232 $ 2,134 $ 2,366 Acquisition and integration costs Acquisition and integration costs primarily consist of professional fees and other costs related to business acquisitions. During 2022, acquisition and integration costs included $10.1 million of expenses primarily related to the acquisitions of Oscor and Aran, including a net $3.1 million adjustment to increase the fair value of acquisition-related contingent consideration liabilities. During 2021, acquisition and integration costs included $2.4 million of expenses primarily related to the acquisition of Oscor, and a net $0.1 million adjustment to increase the fair value of acquisition-related contingent consideration liabilities. During 2020, acquisition and integration costs included $1.2 million of expenses primarily related to the acquisition of certain assets and liabilities of InoMec, and a $2.0 million adjustment to reduce the fair value of acquisition-related contingent consideration liability associated with the Company’s acquisition of US BioDesign, LLC (“USB”). See Note 17, “Financial Instruments and Fair Value Measurements,” for additional information related to the fair value measurement of the contingent consideration. Other general expenses During 2022, 2021 and 2020, the Company recorded expenses related to other initiatives not described above, which relate primarily to integration and operational initiatives to reduce future costs and improve efficiencies. The 2022, 2021 and 2020 amounts primarily include severance, information technology systems conversion expenses, and expenses related to the restructuring of certain legal entities of the Company. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income from continuing operations before income taxes for fiscal years 2022, 2021 and 2020 consisted of the following (in thousands): 2022 2021 2020 U.S. $ 14,446 $ 48,293 $ 35,337 International 61,512 52,770 50,870 Total income from continuing operations before income taxes $ 75,958 $ 101,063 $ 86,207 The provision for income taxes from continuing operations for fiscal years 2022, 2021 and 2020 comprises the following (in thousands): 2022 2021 2020 Current: Federal $ 20,455 $ 9,511 $ 7,784 State 780 1,553 1,233 International 6,871 8,459 6,898 28,106 19,523 15,915 Deferred: Federal (16,300) (8,665) (4,648) State 26 (393) (1,245) International (1,224) (2,422) (1,073) (17,498) (11,480) (6,966) Total provision for income taxes $ 10,608 $ 8,043 $ 8,949 The provision for income taxes from continuing operations differs from the U.S. statutory rate for fiscal years 2022, 2021 and 2020 due to the following: 2022 2021 2020 Statutory rate $ 15,951 21.0 % $ 21,223 21.0 % $ 18,103 21.0 % Federal tax credits (including R&D) (9,399) (12.4) (11,929) (11.8) (7,009) (8.1) Foreign rate differential (7,693) (10.1) (5,165) (5.1) (5,333) (6.2) Stock-based compensation 2,009 2.6 (1,084) (1.1) (1,459) (1.7) Uncertain tax positions 2,469 3.3 18 — 1,208 1.4 State taxes, net of federal benefit 978 1.3 1,183 1.2 553 0.6 U.S. tax on foreign earnings, net of §250 deduction 5,225 6.9 1,913 1.9 3,216 3.7 Valuation allowance (194) (0.3) 524 0.5 (345) (0.4) Other 1,262 1.7 1,360 1.4 15 0.1 Effective tax rate $ 10,608 14.0 % $ 8,043 8.0 % $ 8,949 10.4 % The difference between the Company’s effective tax rate and the U.S. federal statutory income tax rate in the current year is primarily attributable to the availability of Foreign Tax Credits, R&D Credits, the impact of the Company’s earnings realized in foreign jurisdictions with statutory rates that are different than the U.S. federal statutory rate, and the provision for Global Intangible Low Taxed income (“GILTI”), net of the statutory deduction of 50% of the GILTI inclusion and the Foreign Derived Intangible Income (“FDII”) deduction (collectively “Section 250 deduction”). The Company’s foreign earnings are primarily derived from Switzerland, Mexico, Uruguay, Ireland and Malaysia. The Company currently has a tax holiday in Malaysia through April 2023 provided certain conditions continue to be met. In addition, the Company acquired manufacturing operations in the Dominican Republic as part of the acquisition of Oscor and is operating under a free trade zone agreement in the Dominican Republic through March 2034. (12.) INCOME TAXES (Continued) Difference Attributable to Foreign Investment: Certain foreign subsidiary earnings are subject to U.S. taxation under the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”) . The Company intends to permanently reinvest substantially all of its foreign subsidiary earnings, as well as its capital in those foreign subsidiaries, with the exception of planned distributions made out of current year earnings and profits (“E&P”) and E&P previously taxed as of and for the year ended December 29, 2017, including E&P subject to the toll charge under the Tax Reform Act. The Company accrues for withholding taxes on distributions in the year associated with earnings that are intended to be distributed. The Tax Reform Act amended Internal Revenue Code Section 174 requiring taxpayers to capitalize all research and experimental costs incurred for tax years beginning on or after January 1, 2022. The Company has recorded the impact of this amendment in the provision for income taxes for the fiscal year 2022. As of December 31, 2022 and December 31, 2021, the Company had a net deferred tax liability consisting of the following (in thousands): December 31, December 31, Operating lease liabilities $ 18,781 $ 17,950 Research and development 15,168 — Inventories 13,103 14,147 Tax credit carryforwards 10,110 11,394 Net operating loss carryforwards 9,121 11,721 Accrued expenses 7,113 9,348 Stock-based compensation 4,230 3,724 Gross deferred tax assets 77,626 68,284 Less valuation allowance (16,649) (19,456) Net deferred tax assets 60,977 48,828 Intangible assets (188,976) (186,150) Operating lease assets (18,846) (17,974) Property, plant and equipment (6,789) (7,354) Other (790) (3,144) Gross deferred tax liabilities (215,401) (214,622) Net deferred tax liability $ (154,424) $ (165,794) Presented as follows: Noncurrent deferred tax asset $ 6,247 $ 5,711 Noncurrent deferred tax liability (160,671) (171,505) Net deferred tax liability $ (154,424) $ (165,794) As of December 31, 2022, the Company has the following carryforwards available: Jurisdiction Tax Amount Begin to Expire U.S. State Net operating losses (1) $ 105.5 2023 International Net operating losses (1) 14.4 2023 U.S. Federal Foreign tax credits 5.0 2023 U.S. State R&D tax credits 1.4 2023 U.S. State State tax credits 6.0 2023 International R&D tax credits 0.4 Indefinite __________ (1) Net operating losses (“NOLs”) are presented as pre-tax amounts. (12.) INCOME TAXES (Continued) In assessing the realizability of deferred tax assets, management considers, within each taxing jurisdiction, whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the consideration of the weight of both positive and negative evidence, management has determined it is more likely than not that a portion of the deferred tax assets as of December 31, 2022 and December 31, 2021 related to certain foreign tax credits, state investment tax credits, and foreign and state net operating losses will not be realized. The Company files annual income tax returns in the U.S., various state and local jurisdictions, and in various foreign jurisdictions. A number of years may elapse before an uncertain tax position, for which the Company has unrecognized tax benefits, is examined and finally settled. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its unrecognized tax benefits reflect the most probable outcome. The Company adjusts these unrecognized tax benefits, as well as the related interest, in light of changing facts and circumstances. The resolution of an uncertain tax position, if recognized, would be recorded as an adjustment to the provision for income taxes and the effective tax rate in the period of resolution. Below is a summary of changes to the unrecognized tax benefit for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Balance, beginning of year $ 5,537 $ 5,484 $ 4,446 Additions based upon tax positions related to the current year 1,364 3,324 300 Additions (reductions) related to prior period tax returns 838 (3,271) 738 Balance, end of year $ 7,739 $ 5,537 $ 5,484 The tax years that remain open and subject to tax audits vary depending on the tax jurisdiction. During 2021, the Internal Revenue Service (“IRS”) effectively concluded its examination of the U.S. subsidiaries of the Company for the taxable years 2017 and 2018. Taxable years 2019 and forward remain subject to examination by the IRS. It is reasonably possible that a reduction of approximately $1.8 million of the balance of unrecognized tax benefits may occur within the next twelve months as a result of the lapse of the statute of limitations and/or audit settlements. As of December 31, 2022, approximately $7.7 million of unrecognized tax benefits would favorably impact the effective tax rate (net of federal impact on state issues), if recognized. The Company recognizes interest related to unrecognized tax benefits as a component of Provision for income taxes on the Consolidated Statements of Operations. The Company accrued interest of $0.4 million and no penalties during 2022 and recognized an aggregate liability related to interest and penalties on unrecognized tax benefits of $0.5 million as of December 31, 2022. During 2021 and 2020, the recorded amounts for interest and penalties were not significant. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and Inflation Reduction Act of 2022 ("IRA") In response to the COVID-19 pandemic, many governments have enacted or are contemplating measures to provide aid and economic stimulus. These measures may include deferring the due dates of tax payments or other changes to their income and non-income-based tax laws. The CARES Act, which was enacted on March 27, 2020 in the U.S., includes measures to assist companies, including temporary changes to income and non-income-based tax laws. The CARES Act provided for deferred payment of the employer portion of social security taxes through the end of 2020. As of December 31, 2022 and December 31, 2021, the Company had deferred payroll taxes related to the CARES Act of $4.5 million and $4.8 million, respectively, included within Accrued expenses and other current liabilities on the Consolidated Balance Sheets. The Company paid the $4.5 million outstanding as of December 31, 2022 on the January 3, 2023 due date. The IRA was enacted on August 16, 2022. The IRA includes implementation of a new 15% minimum tax on book income of certain large corporations, an excise tax on stock buybacks, and tax incentives for energy and climate initiatives, among other provisions. The Company does not expect the provisions of the IRA to have a material impact to the Company's consolidated financial statements. See Note 20, “Discontinued Operations,” for additional information pertaining to income taxes from discontinued operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Contingent Consideration Arrangements The Company records contingent consideration liabilities related to the earn-out provisions for certain acquisitions. See Note 17, “Financial Instruments and Fair Value Measurements,” for additional information. Litigation The Company is subject to litigation arising from time to time in the ordinary course of its business. The Company does not expect that the ultimate resolution of any pending legal actions will have a material effect on its consolidated results of operations, financial position, or cash flows. However, litigation is subject to inherent uncertainties. As such, there can be no assurance that any pending legal action will not become material in the future. The Company records a contingent gain for litigation when all of the following conditions have been met: (a) the amount to be paid to the Company is known, (b) there is no potential for appeal or reversal, and (c) collectability is reasonably assured. In April 2013, the Company commenced an action against AVX Corporation and AVX Filters Corporation (collectively “AVX”) alleging that AVX had infringed on the Company’s patents by manufacturing and selling filtered feedthrough assemblies used in implantable pacemakers and cardioverter defibrillators that incorporate the Company’s patented technology. Following four trials and an appeal, the United States Court of Appeals for the Federal Circuit affirmed, in all respects, a judgment in favor of the Company. The Company received the payment of $28.9 million in October 2020, and after recognizing certain related expenses, recognized a net gain of $28.2 million. The net gain on patent litigation of $28.2 million is recorded in Selling, g eneral and administrative expenses in the Company’s Consolidated Statements of Operations for the year ended December 31, 2020. Environmental Matters The Company acquired Lake Region Medical Holdings, Inc. (“LRM”) in 2015. At the direction of the New Jersey Department of Environmental Protection (“NJDEP”), LRM has been performing, and has agreed to fund approximately $0.3 million for, environmental investigations of a manufacturing facility LRM owned in South Plainfield, New Jersey from 1971 to 2004, and where it conducted operations from 1971 to 2007. NJDEP required LRM to perform and fund these environmental investigations due to concerns that prior investigations by LRM at the property were inadequate and because NJDEP concluded that the property was a source of local ground water contamination during LRM’s operations, including the Franklin Street Regional Groundwater Contamination Area, which has been designated as an immediate environmental concern by NJDEP. LRM funded the environmental investigation undertaken by NJDEP’s contractor by placing approximately $0.3 million in escrow for the environmental investigation. As of December 31, 2022, approximately $0.2 million had been drawn down from the escrow account by NJDEP to pay for the environmental investigation, and approximately $0.1 million remains in escrow for anticipated future costs associated with the environmental investigation. These environmental investigations may conclude that remediation of the property by LRM, and the reimbursement of costs and damages, including natural resource damages, associated with the groundwater immediate environmental concern, are necessary. Further, the current owner of the property claims to have been financially impacted by LRM’s inadequate environmental investigations. While the Company does not expect this environmental matter will have a material effect on its consolidated results of operations, financial position or cash flows, there can be no assurance that this environmental matter will not become material in the future. As of December 31, 2022, there was $0.1 million recorded in Accrued expenses and other current liabilities License Agreements The Company is a party to various license agreements for technology that is utilized in certain of its products. The most significant of these agreements are the licenses for basic technology used in the production of wet tantalum capacitors, filtered feedthroughs and MRI compatible lead systems. Expenses related to license agreements were $1.7 million, $1.3 million, and $1.2 million, for 2022, 2021 and 2020, respectively, and are primarily included in Cost of Sales. (13.) COMMITMENTS AND CONTINGENCIES (Continued) Product Warranties The Company generally warrants that its products will meet customer specifications and will be free from defects in materials and workmanship. The change in product warranty liability for the years ended December 31, 2022 and 2021 comprises the following (in thousands): 2022 2021 Beginning balance $ 509 $ 163 Additions to warranty reserve, net of reversals (4) (15) Adjustments to pre-existing warranties (428) (71) Warranty claims settled — — Acquisitions $ — $ 432 Ending balance $ 77 $ 509 Self-Insurance Liabilities |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | LEASES The components and classification of lease cost are as follows (in thousands): December 31, December 31, Finance lease cost: Amortization of lease assets $ 1,080 $ 223 Interest on lease liabilities 317 59 Finance lease cost 1,397 282 Operating lease cost 13,927 10,729 Short-term lease cost (leases with initial term of 12 months or less) 342 137 Variable lease cost 3,026 2,619 Sublease income (1,294) (1,392) Total lease cost $ 17,398 $ 12,375 Cost of sales $ 13,111 $ 9,642 SG&A 2,864 1,817 RD&E 1,106 857 Interest expense $ 317 $ 59 Total lease cost $ 17,398 $ 12,375 The Company’s sublease income is derived primarily from certain real estate leases to several non-affiliated tenants under operating sublease arrangements. (14.) LEASES (Continued) At December 31, 2022, the maturities of operating and finance lease liabilities were as follows (in thousands): Operating Leases Finance Leases 2023 $ 13,033 $ 1,402 2024 12,155 1,410 2025 11,957 1,300 2026 11,474 884 2027 8,128 653 Thereafter 29,026 5,152 Gross lease liabilities 85,773 10,801 Less: imputed interest (11,362) (1,702) Present value of lease liabilities 74,411 9,099 Less: current portion of lease liabilities (10,362) (1,093) Total long-term lease liabilities $ 64,049 $ 8,006 As of December 31, 2022, the Company did not have any leases that have not yet commenced. The following table presents the weighted average remaining lease term and discount rate. December 31, December 31, Weighted-average remaining lease term - operating leases (in years) 7.5 7.0 Weighted-average remaining lease term - finance leases (in years) 10.0 12.2 Weighted-average discount rate - operating leases 3.9 % 3.9 % Weighted-average discount rate - finance leases 3.4 % 3.5 % Supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021 is as follows (in thousands): 2022 2021 Cash paid for operating leases $ 13,519 $ 10,808 Cash paid for interest on finance leases 317 59 Assets acquired under operating leases 15,777 32,466 Assets acquired under finance leases 1,882 8,154 During the fiscal year ended December 31, 2022, the Company extended the lease terms for three of its manufacturing facilities. As a result of these lease modifications, the Company re-measured the lease liability and adjusted the ROU asset on the modification dates. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table sets forth a reconciliation of the information used in computing basic and diluted EPS for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): 2022 2021 2020 Numerator for basic and diluted EPS: Income from continuing operations $ 65,350 $ 93,020 $ 77,258 Income from discontinued operations 1,027 3,788 — Net income $ 66,377 $ 96,808 $ 77,258 Denominator for basic EPS: Weighted average shares outstanding 33,127 32,993 32,845 Effect of dilutive securities: Stock options, restricted stock and restricted stock units 230 265 268 Denominator for diluted EPS 33,357 33,258 33,113 Basic earnings per share: Income from continuing operations $ 1.97 $ 2.82 $ 2.35 Income from discontinued operations 0.03 0.11 — Basic earnings per share 2.00 2.93 2.35 Diluted earnings per share: Income from continuing operations $ 1.96 $ 2.80 $ 2.33 Income from discontinued operations 0.03 0.11 — Diluted earnings per share 1.99 2.91 2.33 The diluted weighted average share calculations do not include the following securities for the years ended December 31, 2022, 2021 and 2020, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands): 2022 2021 2020 Time-vested stock options, restricted stock and restricted stock units 15 4 98 Performance-vested restricted stock units 152 92 89 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | STOCKHOLDERS’ EQUITY Common Stock The following table sets forth the changes in the number of shares of common stock for the years ended December 31: 2022 2021 Shares issued and outstanding at beginning of period 33,063,336 32,908,178 Stock options exercised 7,018 34,233 Vesting of RSUs, net of shares withheld to cover taxes 99,424 120,925 Shares issued and outstanding at end of period 33,169,778 33,063,336 Accumulated Other Comprehensive Income Accumulated other comprehensive income comprises the following (in thousands): Defined Cash Foreign Total Tax Net-of-Tax December 31, 2020 $ (1,095) $ (4,956) $ 57,546 $ 51,495 $ 1,197 $ 52,692 Unrealized gain on cash flow hedges — 91 — 91 (19) 72 Realized gain on foreign currency hedges — (832) — (832) 175 (657) Realized loss on interest rate swap hedges — 3,406 — 3,406 (716) 2,690 Net defined benefit plan adjustments 205 — — 205 14 219 Foreign currency translation loss — — (27,826) (27,826) — (27,826) December 31, 2021 $ (890) $ (2,291) $ 29,720 $ 26,539 $ 651 $ 27,190 Unrealized gain on cash flow hedges — 3,649 — 3,649 (766) 2,883 Realized gain on foreign currency hedges — (516) — (516) 108 (408) Realized loss on interest rate swap hedges — 918 — 918 (193) 725 Net defined benefit plan adjustments 544 — — 544 (35) 509 Foreign currency translation loss — — (25,570) (25,570) — (25,570) December 31, 2022 $ (346) $ 1,760 $ 4,150 $ 5,564 $ (235) $ 5,329 |
FINANCIAL INSTRUMENTS AND FAIR
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS | FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS Assets and Liabilities Measured at Fair Value on a Recurring Basis Fair value measurement standards apply to certain financial assets and liabilities that are measured at fair value on a recurring basis (each reporting period). For the Company, these financial assets and liabilities include its derivative instruments and contingent consideration. The Company does not have any nonfinancial assets or liabilities that are measured at fair value on a recurring basis. The Company is exposed to global market risks, including the effect of changes in interest rates and foreign currency exchange rates, and uses derivatives to manage these exposures that occur in the normal course of business. The Company does not hold or issue derivatives for trading or speculative purposes. All derivatives are recorded at fair value on the balance sheet. The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands): Fair Value Quoted Significant Significant December 31, 2022 Assets: Interest rate swap $ 1,262 $ — $ 1,262 $ — Assets: Foreign currency hedging contracts 521 — 521 — Liabilities: Foreign currency hedging contracts 23 — 23 — Liabilities: Contingent consideration 11,756 — — 11,756 December 31, 2021 Assets: Foreign currency hedging contracts $ 687 $ — $ 687 $ — Liabilities: Interest rate swap 2,978 — 2,978 — Liabilities: Contingent consideration 2,415 — — 2,415 Derivatives Designated as Hedging Instruments Interest Rate Swaps The Company periodically enters into interest rate swap agreements to reduce the cash flow risk caused by interest rate changes on its outstanding floating rate borrowings. Under these swap agreements, the Company pays a fixed rate of interest and receives a floating rate equal to one-month LIBOR. The variable rate received from the swap agreements and the variable rate paid on the outstanding debt will have the same rate of interest, excluding the credit spread, and will reset and pay interest on the same date. The Company has designated these swap agreements as cash flow hedges based on concluding the hedged forecasted transaction is probable of occurring within the period the cash flow hedge is anticipated to affect earnings. The Company receives fair value estimates from the swap agreement counterparties. The fair value of the Company’s swap agreements are determined through the use of a cash flow model that utilizes observable market data inputs. These observable market data inputs include LIBOR, swap rates, and credit spread curves. The Company’s interest rate swap agreements are categorized in Level 2 of the fair value hierarchy. The estimated fair value of the swap agreements represents the amount the Company would receive (pay) to terminate the contracts. Information regarding the Company’s outstanding interest rate swap designated as a cash flow hedge as of December 31, 2022 is as follows (dollars in thousands): Notional Amount Maturity Pay Fixed Rate Receive Current Floating Rate Fair Value Balance Sheet Location $ 100,000 Jun 2023 2.1785 % 4.3869 % $ 1,262 Prepaid expenses and other current assets (17.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) Information regarding the Company’s outstanding interest rate swap designated as cash flow hedges as of December 31, 2021 is as follows (dollars in thousands): Notional Amount Maturity Pay Fixed Rate Receive Current Floating Rate Fair Value Balance Sheet Location $ 150,000 Jun 2023 2.1785 % 0.1013 % $ (2,978) Other long-term liabilities Foreign Currency Contracts The Company periodically enters into foreign currency forward contracts to hedge its exposure to foreign currency exchange rate fluctuations in its international operations. The Company has designated these foreign currency forward contracts as cash flow hedges. The Company receives fair value estimates from the foreign currency contract counterparties. The fair value of foreign currency contracts is determined through the use of cash flow models that utilize observable market data inputs to estimate fair value. These observable market data inputs include foreign exchange rate and credit spread curves. The Company’s foreign currency contracts are categorized in Level 2 of the fair value hierarchy. The fair value of the Company’s foreign currency contracts will be realized as Sales or Cost of Sales as the inventory, which the contracts are hedging, is sold. Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2022 is as follows (dollars in thousands): Notional Amount Maturity $/Foreign Currency Fair Value Balance Sheet Location $ 37,175 Dec 2023 0.0489 MXN Peso $ 504 Prepaid expenses and other current assets 2,685 Mar 2023 0.0249 UYU Peso 17 Prepaid expenses and other current assets 17,309 Mar 2023 1.0751 Euro (23) Accrued expenses and other current liabilities Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2021 is as follows (dollars in thousands): Notional Amount Maturity $/Foreign Currency Fair Value Balance Sheet Location $ 22,201 Dec 2022 0.0463 MXN Peso $ 408 Prepaid expenses and other current assets 17,017 Dec 2022 1.1344 Euro 130 Prepaid expenses and other current assets 9,020 Dec 2022 0.0220 UYU Peso 149 Prepaid expenses and other current assets The following table presents the impact of cash flow hedge derivative instruments on other comprehensive income (“OCI”), AOCI and the Company’s Consolidated Statement of Operations for fiscal years 2022, 2021 and 2020 (in thousands): Gain (Loss) Recognized in OCI Gain (Loss) Reclassified from AOCI Derivative 2022 2021 2020 Location in Statement of Operations 2022 2021 2020 Interest rate swaps $ 3,322 $ 642 $ (7,405) Interest expense $ (918) $ (3,406) $ (3,447) Foreign exchange contracts (2,226) (943) 1,017 Sales (2,073) (674) 618 Foreign exchange contracts 2,225 399 (355) Cost of sales 2,205 1,437 (1,177) Foreign exchange contracts 328 (7) 60 Operating expenses 384 69 (79) The Company expects to reclassify net gains totaling $1.8 million related to its cash flow hedges from AOCI into earnings during the next twelve months. (17.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) Derivatives Not Designated as Hedging Instruments The Company also has foreign currency exposure on balances, primarily intercompany, that are denominated in a foreign currency and are adjusted to current values using period-end exchange rates. To minimize foreign currency exposure, the Company enters into foreign currency contracts with a one month maturity. At December 31, 2022 and December 31, 2021, the Company had total gross notional amounts of $12.0 million and $15.0 million, respectively, of foreign currency contracts outstanding that were not designated as hedges. The fair value of derivatives not designated as hedges was not material for any period presented. The Company recorded a net gain on foreign currency contracts not designated as hedging instruments of $2.6 million and $0.4 million for 2022 and 2021, respectively, which are included in Other (income) loss, net. Each of the foreign currency contracts not designated as hedging instruments will have approximately offsetting effects from the underlying intercompany loans subject to foreign exchange remeasurement. Contingent Consideration Liabilities The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for fiscal years 2022 and 2021 (in thousands): December 31, 2020 $ 3,900 Fair value measurement adjustment 133 Payments (1,621) Foreign currency translation 3 December 31, 2021 2,415 Amount recorded for current year acquisitions 7,375 Fair value measurement adjustment 3,097 Payments (972) Foreign currency translation (159) December 31, 2022 $ 11,756 On April 6, 2022, the Company acquired Aran and on February 19, 2020, acquired certain assets and liabilities of InoMec. See Note 2, “Business Acquisitions,” for additional information about the Aran and InoMec acquisitions and related contingent consideration. On October 7, 2019, the Company acquired certain assets and liabilities of USB, a privately-held developer and manufacturer of complex braided biomedical structures for disposable and implantable medical devices. The contingent consideration at December 31, 2022 is the estimated fair value of the Company’s obligations, under the asset purchase agreements for Aran, InoMec and USB, to make additional payments if certain revenue goals are met. During 2022, the Company made payments associated with the InoMec and USB acquisitions, resulting from achievement of revenue-based goals for the period from March 1, 2021 to February 28, 2022 for InoMec and January 1, 2021 to December 31, 2021 for USB. During 2021, the Company made payments associated with the InoMec and USB acquisitions, resulting from achievement of revenue-based goals for the period from March 1, 2020 to February 28, 2021 for InoMec and January 1, 2020 to December 31, 2020 for USB. As of December 31, 2022 and December 31, 2021, the current portion of contingent consideration liabilities included in Accrued expenses and other current liabilities was $11.2 million and $0.9 million, respectively, and the non-current portion included in Other long-term liabilities on the Consolidated Balance Sheets was $0.6 million and $1.5 million, respectively. As of December 31, 2022 and December 31, 2021 the fair value of the contingent consideration liability relating to the acquisition of USB was zero and $1.1 million, respectively. During the most recent measurement of the USB contingent consideration liability as of December 31, 2022, the Company assessed the probability of meeting the required revenue threshold as unlikely and reduced the the fair value to zero. As of December 31, 2022 and December 31, 2021, the fair value of the contingent consideration liability relating to the acquisition of InoMec was $1.1 million and $1.3 million, respectively. The fair value of the contingent consideration liability relating to the acquisition of InoMec was calculated using projected revenue for the remaining earnout period and discounted using a discount rate of 12.3%. The remaining maximum potential undiscounted payout for the contingent consideration liability relating to the acquisition of InoMec is $1.8 million, with projected payments in 2023 and 2024. The fair value of the contingent consideration liability relating to the acquisition of Aran was $7.4 million at the date of acquisition. During the most recent measurement of the Aran contingent consideration liability as of December 31, 2022, the Company determined that Aran achieved the maximum revenue threshold and increased the fair value to $10.7 million. The contingent consideration related to Aran is expected to be paid in the first half of 2023. (17.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration as of December 31, 2021: December 31, 2021 Contingency Type Remaining Maximum Payout (undiscounted) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue-based payments: InoMec and USB $ 6,750 $ 2,415 Monte Carlo Revenue volatility 29.0 % Discount rate 1.8 % Projected year(s) of payment 2022-2024 Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis Fair value standards also apply to certain assets and liabilities that are measured at fair value on a nonrecurring basis. The carrying amounts of cash, accounts receivable, contract assets, accounts payable and accrued expenses approximate fair value due to the short-term nature of these items. Borrowings under the Company’s Revolving Credit Facility, TLA Facility and TLB Facility accrue interest at a floating rate tied to a standard short-term borrowing index, selected at the Company’s option, plus an applicable margin. The carrying amount of this floating rate debt approximates fair value based upon the respective interest rates adjusting with market rate adjustments. Equity Investments Equity investments comprise the following (in thousands): December 31, December 31, Equity method investment $ 8,252 $ 16,192 Non-marketable equity securities 5,637 5,637 Total equity investments $ 13,889 $ 21,829 The components of (Gain) loss on equity investments, net for each period were as follows (in thousands): 2022 2021 2020 Equity method investment (income) loss $ 7,636 $ 3,057 $ (5,706) Impairment charges — 86 369 Total (gain) loss on equity investments, net $ 7,636 $ 3,143 $ (5,337) During 2021 and 2020, the Company determined that certain non-marketable equity securities were impaired. In both 2021 and 2020, new equity financings by two of the Company’s non-marketable equity securities indicated new values for the investments. During the fourth quarters of 2021 and 2020, the Company recorded impairment charges of $0.1 million and $0.4 million, respectively, to reduce the carrying value of these non-marketable equity securities to their estimated fair value of zero and $2.2 million, respectively. The fair values of these investments were derived from observable price changes of similar securities of the investees. During 2022, the Company received a cash distribution representing a return of capital on our equity method investments of $0.3 million. During 2021 and 2020, the Company received cash distributions representing a return on equity method investments of $2.2 million and $0.4 million, respectively. The Company’s equity method investment is in a venture capital fund focused on investing in life sciences companies. As of December 31, 2022, the Company owned 7.4% of this fund. |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. This segment structure reflects the financial information and reports used by the Company’s management, specifically its Chief Operating Decision Maker, to make decisions regarding the Company’s business, including resource allocations and performance assessments. This segment structure reflects the Company’s current operating focus in compliance with ASC 280, Segment Reporting . The Company defines segment income from operations as sales less cost of sales including amortization and expenses attributable to segment-specific selling, general, administrative, research, development, engineering and other operating activities. The remaining unallocated operating and other expenses are primarily administrative corporate headquarter expenses and capital costs that are not allocated to reportable segments. Transactions between the two segments are not significant. The Company has communicated to certain customers that it is exiting certain markets it serves in the Advanced Surgical, Orthopedics & Portable Medical product line. In order to align with the planned exit of those markets and better align to its end markets and product line strategies, the Company recast its product line sales within the Medical segment to reflect the reclassification of certain products from the historical product lines to the product lines associated with those revenues that will be utilized for future revenue reporting. The Company believes the revised presentation will provide improved reporting and better transparency into the operational results of its business and markets. The Company has reclassified the product line sales information for 2021 and 2020 in the table below to conform to the current year presentation. For the years ended December 31, 2021 and 2020, Cardio & Vascular sales of $32.9 million and $31.7 million, respectively, and Advanced Surgical, Orthopedics & Portable Medical sales of $22.8 million and $20.5 million, respectively, were reclassified to the Cardiac Rhythm Management & Neuromodulation product line. The following table presents sales by product line for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Segment sales by product line: Medical Cardio & Vascular $ 699,469 $ 593,117 $ 538,240 Cardiac Rhythm Management & Neuromodulation 532,580 502,288 398,409 Advanced Surgical, Orthopedics & Portable Medical 97,502 87,221 101,329 Total Medical 1,329,551 1,182,626 1,037,978 Non-Medical 46,545 38,453 35,464 Total sales $ 1,376,096 $ 1,221,079 $ 1,073,442 Geographic Area Information The following table presents sales by significant country for the years ended December 31, 2022, 2021 and 2020. In these tables, sales are allocated based on where the products are shipped (in thousands). 2022 2021 2020 Sales by geographic area: United States $ 762,134 $ 671,502 $ 596,804 Non-Domestic locations: Puerto Rico 114,078 110,162 96,048 Costa Rica 76,140 66,975 58,853 Rest of world 423,744 372,440 321,737 Total sales $ 1,376,096 $ 1,221,079 $ 1,073,442 (18.) SEGMENT AND GEOGRAPHIC INFORMATION (Continued) The following table presents revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues for the years ended December 31, 2022 and 2021. 2022 2021 Customer Medical Non-Medical Medical Non-Medical Customer A 17% * 19% * Customer B 17% * 17% * Customer C 13% * 14% * Customer D * 30% * 36% Customer E * * * * All other customers 53% 70% 50% 64% __________ * Less than 10% of segment’s total revenues for the period. The following table presents revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped for the years ended December 31, 2022 and 2021. 2022 2021 Ship to Location Medical Non-Medical Medical Non-Medical United States 55% 67% 54% 71% United Kingdom * 10% * * Rest of world 45% 23% 46% 29% The following table presents income from continuing operations for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands). 2022 2021 2020 Segment income from continuing operations: Medical $ 205,877 $ 213,600 $ 169,396 Non-Medical 7,571 8,022 4,848 Total segment income from continuing operations 213,448 221,622 174,244 Unallocated operating expenses (92,121) (85,911) (53,632) Operating income 121,327 135,711 120,612 Unallocated expenses, net (45,369) (34,648) (34,405) Income from continuing operations before income taxes $ 75,958 $ 101,063 $ 86,207 The following table presents depreciation and amortization expense for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands). 2022 2021 2020 Segment depreciation and amortization: Medical $ 86,825 $ 75,366 $ 72,338 Non-Medical 1,096 1,167 996 Total depreciation and amortization included in segment income from continuing operations 87,921 76,533 73,334 Unallocated depreciation and amortization 4,070 4,836 5,990 Total depreciation and amortization $ 91,991 $ 81,369 $ 79,324 (18.) SEGMENT AND GEOGRAPHIC INFORMATION (Continued) The following table presents total assets for the Company’s reportable segments as of December 31, 2022 and December 31, 2021 (in thousands). December 31, December 31, Identifiable assets: Medical $ 2,652,357 $ 2,448,123 Non-Medical 57,385 56,158 Total reportable segments 2,709,742 2,504,281 Unallocated assets 84,644 77,934 Total assets $ 2,794,386 $ 2,582,215 The following table presents capital expenditures for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands). 2022 2021 2020 Expenditures for tangible long-lived assets: Medical $ 69,687 $ 48,364 $ 42,435 Non-Medical 360 628 1,038 Total reportable segments 70,047 48,992 43,473 Unallocated long-lived tangible assets 4,681 4,471 3,359 Total expenditures $ 74,728 $ 53,463 $ 46,832 The following table presents PP&E by geographic area as of December 31, 2022 and December 31, 2021. In these tables, PP&E is aggregated based on the physical location of the tangible long-lived assets (in thousands). December 31, December 31, Long-lived tangible assets by geographic area: United States $ 203,578 $ 184,474 Mexico 32,360 33,877 Ireland 61,356 41,501 Rest of world 19,949 17,247 Total $ 317,243 $ 277,099 |
REVENUE FROM CONTRACTS WITH CUS
REVENUE FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE FROM CONTRACTS WITH CUSTOMERS | REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregated Revenue In general, the Company’s business segmentation is aligned according to the nature and economic characteristics of its products and customer relationships and provides meaningful disaggregation of each business segment's results of operations. For a summary by disaggregated product line sales for each segment, refer to Note 18, “Segment and Geographic Information.” A significant portion of the Company’s sales for the years ended December 31, 2022, 2021 and 2020 and accounts receivable at December 31, 2022 and December 31, 2021 were to three customers as follows: Sales Accounts Receivable 2022 2021 2020 December 31, December 31, Customer A 17% 18% 18% 14% 15% Customer B 16% 16% 16% 19% 19% Customer C 13% 13% 14% 11% 10% 46% 47% 48% 44% 44% Revenue recognized from products and services transferred to customers over time during 2022 and 2021 represented 30% and 33%, respectively, of total revenue. Substantially all of the revenue recognized from products and services transferred to customers over time during 2022 and 2021 was within the Medical segment. Contract Balances The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands): December 31, December 31, Contract assets $ 71,927 $ 64,743 Contract liabilities 5,616 3,776 During 2022, the Company recognized $2.7 million of revenue that was included in the contract liability balance as of December 31, 2021. During 2021, the Company recognized $1.9 million of revenue that was included in the contract liability balance as of December 31, 2020. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS Divestiture of AS&O Product Line In July 2018, the Company completed the sale of its AS&O Product Line within its Medical segment. For all periods presented, financial results reported as discontinued operations in the Consolidated Statements of Operations relate to the divested AS&O Product Line. During the fourth quarter of 2022 and 2021, the Company recognized other income Income from discontinued operations for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): 2022 2021 2020 Other income, net $ (1,323) $ (4,931) $ — Provision for income taxes 296 1,143 — Income from discontinued operations $ 1,027 $ 3,788 $ — Cash flow information from discontinued operations for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): 2022 2021 2020 Income from discontinued operations $ 1,027 $ 3,788 $ — Changes in operating assets and liabilities, net of acquisitions: Accrued expenses and other liabilities (1,323) (4,931) — Income taxes payable 296 1,143 — Net cash provided by operating activities $ — — $ — $ — |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Amendments to the 2021 Credit Agreement On January 30, 2023, the Company entered into a first amendment (the “First Amendment”) to the 2021 Credit Agreement to, among other things: (i) permit the Company to issue the notes (described below under 2028 Convertible Notes) and incur indebtedness thereunder in an aggregate principal amount of up to $600 million at any time outstanding; (ii) permit the Company to enter into bond hedge and capped call transactions; (iii) permit the Company to issue call options, warrants or purchase rights relating to the Company’s common stock; provided, in each case, that the terms of any such transaction are customary for transactions of such type. On February 15, 2023, the Company entered into a second amendment (the “Second Amendment”) to the 2021 Credit Agreement to, among other things: (i) increase the maximum borrowing capacity under the Revolving Credit Facility by $100 million from $400 million to $500 million, (ii) extend the maturity date for both the Revolving Credit Facility and the TLA Facility to February 15 , 2028, (iii) allow for borrowings by the Company under the Revolving Credit Facility denominated in Euros, subject to a sublimit equal to 50% of the maximum borrowing capacity under the Revolving Credit Facility, (iv) replace the LIBOR-based reference interest rate option with a reference interest rate option based upon Adjusted Term SOFR, as defined in the 2021 Credit Agreement, and (v) add carveouts to certain negative covenants included within the 2021 Credit Agreement to permit the expansion of capacity in Ireland by the Company and incur indebtedness related thereto. (21.) SUBSEQUENT EVENTS (Continued) 2028 Convertible Notes On February 3, 2023, the Company closed its private offering of $500 million aggregate principal amount of 2.125% Convertible Senior Notes due 2028 (the “Notes”), which amount includes the exercise in full of the $65 million option granted to the initial purchasers of the Notes. The Notes bear interest at a fixed rate of 2.125% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2023. The Notes will mature on February 15, 2028, unless earlier repurchased, redeemed, or converted in accordance with their terms. The Notes are convertible at the option of the holders, under certain circumstances and during certain periods, into cash up to the aggregate principal amount of the Notes to be converted and cash, shares of the Company’s common stock, or a combination of cash and shares of common stock, at the Company’s election, in respect of the remainder, if any, of the Company’s conversion obligation in excess of the aggregate principal amount of the Notes being converted. The net proceeds from the offering were approximately $485.3 million, after deducting fees and estimated expenses payable by the Company. The Company used a portion of the net proceeds to settle in full principal and interest due of $336.1 million under the TLB Facility, pay down principal and interest due of $113.9 million under the the Revolving Credit Facility, to pay related fees and expenses, and to pay the cost of the Capped Call Transactions described below. Prior to the close of business on the business day immediately preceding November 15, 2027, the Notes are convertible at the option of the holders of the Notes only under certain conditions. The conversion rate will initially be 11.4681 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $87.20 per share of common stock). The conversion rate is subject to customary adjustments upon the occurrence of certain events. The Company may not redeem the Notes prior to February 20, 2026. The Company may redeem for cash all or part of the Notes, at its option, on or after February 20, 2026, under certain circumstances at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. The Notes will be the Company’s senior unsecured obligations and will rank senior in right of payment to any indebtedness that is expressly subordinated to the Notes and will rank equally with all of its existing and future senior unsecured indebtedness that is not so subordinated. The Notes will be effectively subordinated to all of the Company’s existing and future secured indebtedness, including the Company’s obligations under the 2021 Credit Agreement, (to the extent of the value of the assets securing such indebtedness) and structurally subordinated to all existing and future liabilities (including trade payables) of the Company’s existing and future subsidiaries, including obligations of certain of its subsidiaries under the 2021 Credit Agreement. Capped Call Transactions On January 31, 2023, in connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions (the “Base Capped Call Transactions”) with certain of the initial purchasers or their respective affiliates and certain other financial institutions (the “Option Counterparties”). In addition, on February 1, 2023, in connection with the initial purchasers’ exercise in full of their option to purchase additional Notes, the Company entered into additional capped call transactions (the “Additional Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with each of the Option Counterparties. The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The cap price of the Capped Call Transactions will initially be approximately $108.59 per share and is subject to certain adjustments under the terms of the Capped Call Transactions. The Capped Call Transactions are separate transactions entered into by the Company with the Option Counterparties, are not part of the terms of the Notes and will not change the holders’ rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II—Valuation and Qualifying Accounts Col. C—Additions Column A Col. B Balance at Beginning Charged to Costs & Charged to Other Accounts- Describe Col. D Deductions Col. E Balance at End of December 31, 2022 Provision for credit losses $ 132 $ 48 $ 163 (1) $ (5) (4) $ 338 Valuation allowance for deferred tax assets $ 19,456 $ (684) (2) $ (131) (3) $ (1,992) (2) $ 16,649 December 31, 2021 Provision for credit losses $ 155 $ 20 $ — $ (43) (4) $ 132 Valuation allowance for deferred tax assets $ 20,739 $ (941) (2) $ 26 (3) $ (368) (2) $ 19,456 December 31, 2020 Provision for credit losses $ 2,443 $ 28 $ — $ (2,316) (4) $ 155 Valuation allowance for deferred tax assets $ 22,229 $ (275) (2) $ — $ (1,215) (2)(4)(5) $ 20,739 (1) Amount reclassified from deferred revenue. (2) Valuation allowance recorded in the provision for income taxes for certain net operating losses and tax credits. Deductions include the expiration of certain net operating losses and tax credits. (3) Includes foreign currency translation effect. (4) Accounts written off and reductions to allowances existing at the beginning of the year. The 2020 amount includes $2.3 million of accounts receivable recorded during 2019 in connection with a customer bankruptcy. (5) The 2020 deductions include releases of the allowance for net operating losses utilized during that year and return to provision adjustments for prior years. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto. (3) See exhibits listed under Part (b) below. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of Integer Holdings Corporation and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In July 2018, the Company completed the sale of its Advanced Surgical and Orthopedic product lines (the “AS&O Product Line”) within its Medical segment. For all periods presented, financial results reported as discontinued operations in the Consolidated Statements of Operations relate to the divested AS&O Product Line. The Consolidated Statements of Cash Flows includes cash flows related to the discontinued operations due to Integer’s (parent) centralized treasury and cash management processes. See Note 20, “Discontinued Operations,” for the financial results and cash flow amounts for discontinued operations. All results and information in the consolidated financial statements are presented as continuing operations and exclude the AS&O Product Line unless otherwise noted specifically as discontinued operations. The Company organizes its business into two reportable segments: (1) Medical and (2) Non-Medical. The discontinued operations of the AS&O Product Line were reported in the Medical segment. Refer to Note 18, “Segment and Geographic Information,” for additional information on the Company’s reportable segments. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of sales and expenses during the reporting periods. Actual results could differ materially from those estimates. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to current year presentation. Refer to Note 6, “Goodwill and Other Intangibles, Net,” for a description of the changes made to the Company’s prior period definite-lived asset classification to reflect the current year presentation. Refer to Note 18, “Segment and Geographic Information,” for a description of the changes made to the Company’s prior period product line sales classification to reflect the current year presentation. |
Cash and Cash Equivalents | Cash and Cash EquivalentsCash and cash equivalents consist of cash and highly liquid, short-term investments with maturities at the time of purchase of three months or less. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist principally of accounts receivable. A significant portion of the Company’s sales and accounts receivable are to three customers, all in the medical device industry, and, as such, the Company is directly affected by the condition of those customers and that industry. However, the credit risk associated with trade receivables is partially mitigated due to the stability of those customers. The Company performs on-going credit evaluations of its customers. Note 19, “Revenue from Contracts with Customers,” contains information on sales and accounts receivable for these customers. The Company maintains cash deposits with major banks, which from time to time may exceed insured limits. The Company performs on-going credit evaluations of its banks. |
Trade Accounts Receivable and Provision for Current Expected Credit Losses | Trade Accounts Receivable and Provision for Current Expected Credit Losses The Company provides credit, in the normal course of business, to its customers in the form of trade receivables. Credit is extended based on evaluation of a customer’s financial condition and collateral is not required. The Company maintains a provision for those customer receivables that it does not expect to collect. In accordance with Accounting Standards Codification (“ASC”) Topic 326, the Company accrues its estimated losses from uncollectable accounts receivable to the provision based upon recent historical experience, the length of time the receivable has been outstanding, other specific information as it becomes available, and reasonable and supportable forecasts not already reflected in the historical loss information. Provisions for current expected credit losses are charged to current operating expenses. Actual losses are charged against the provision when incurred. |
Supplier Financing Arrangements | Supplier Financing ArrangementsThe Company utilizes supplier financing arrangements with financial institutions to sell certain accounts receivable on a non-recourse basis. These transactions are treated as a sale of, and are accounted for as a reduction to, accounts receivable. The agreements transfer control and risk related to the receivables to the financial institutions. The Company has no continuing involvement in the transferred receivables subsequent to the sale. |
Inventories | Inventories Inventories are stated at the lower of cost, determined using the first-in first-out method, or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Write-downs for excess, obsolete or expired inventory are based primarily on how long the inventory has been held, historical sales volume, and estimates of forecasted net sales of that product. A significant change in the timing or level of demand for products may result in recording additional write-downs for excess, obsolete or expired inventory in the future. Note 4, “Inventories,” contains additional information on the Company’s inventory. |
Leases | Leases The Company determines if an arrangement is, or contains, a lease at inception and classifies it at as finance or operating. The Company has operating and finance leases for office and manufacturing facilities, machinery, computer hardware, office equipment, and vehicles. Short-term finance lease liabilities are included in Accrued expenses and other current liabilities on the Consolidated Balance Sheets. Lease right-of-use (“ROU”) assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term at commencement date. When discount rates implicit in leases cannot be readily determined, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The incremental borrowing rate is determined based on the Company’s recent debt issuances, the Company’s specific credit rating, lease term and the currency in which lease payments are made. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such option. Costs associated with operating leases are recognized within operating expenses on a straight-line basis over the lease term. Finance lease assets are amortized within operating expenses on a straight-line basis over the shorter of the estimated useful lives of the assets or, in the instance where title does not transfer at the end of the lease term, the lease term. The interest component of a finance lease is included in Interest expense and recognized using the effective interest method over the lease term. The Company combines lease and non-lease components for all asset classes. For certain leases where rent escalates based upon a change in a financial index, such as the Consumer Price Index, the difference between the rate at lease inception and the subsequent fluctuations in that rate are included in variable lease costs. Additionally, because the Company does not separate lease and non-lease components, variable costs also include payments to the landlord for common area maintenance, real estate taxes, insurance and other operating expenses. The Company does not apply the recognition requirements to leases with lease terms of 12 months or less. Note 14, “Leases,” contains additional information on the Company’s leases. |
Property, Plant and Equipment | Property, Plant and Equipment (“PP&E”) PP&E is carried at cost less accumulated depreciation. Depreciation is computed by the straight-line method over the estimated useful lives of the assets, as follows: buildings and building improvements 12-30 years; machinery and equipment 3-10 years; office equipment 3-10 years; and leasehold improvements over the remaining lives of the improvements or the lease term, whichever is shorter. The costs of repairs and maintenance are expensed as incurred; renewals and betterments are capitalized. Upon retirement or sale of an asset, its cost and related accumulated depreciation or amortization is removed from the accounts and any gain or loss is recorded in operating income or expense. The Company also reviews its PP&E for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its fixed assets exceeds the related undiscounted future cash flows. In cases where the carrying value of the Company's long-lived assets or asset groups (excluding goodwill and indefinite-lived intangible assets) exceeds the related undiscounted cash flows, the carrying value is written down to fair value. Fair value is generally determined using a discounted cash flow analysis. Note 5, “Property, Plant and Equipment, Net,” contains additional information on the Company’s PP&E. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e . the “exit price”) in an orderly transaction between market participants at the measurement date. ASC 820, Fair Value Measurements, establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Valuation is based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 1 valuations do not entail a significant degree of judgment. Level 2 – Valuation is determined from quoted prices for similar assets or liabilities in active markets, quoted prices for identical instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market. Level 3 – Valuation is based on unobservable inputs that are significant to the overall fair value measurement. The degree of judgment in determining fair value is greatest for Level 3 valuations. Fair value is a market-based measure considered from the perspective of a market participant rather than an entity-specific measure. Therefore, even when market assumptions are not readily available, assumptions are required to reflect those that market participants would use in pricing the asset or liability at the measurement date. Note 17, “Financial Instruments and Fair Value Measurements,” contains additional information on assets and liabilities recorded at fair value in the consolidated financial statements. |
Acquisitions and Contingent Consideration | Acquisitions The Company accounts for acquisitions under the acquisition method of accounting for business combinations. Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. All direct acquisition-related costs are expensed as incurred and are recognized as a component of Restructuring and other charges. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Contingent Consideration In circumstances where an acquisition involves a contingent consideration arrangement, the Company recognizes a liability equal to the fair value of the contingent payments it expects to make as of the acquisition date. Increases or decreases in the fair value of the contingent consideration liability can result from changes in discount periods and rates, as well as changes in the timing, amount of, or the likelihood of achieving the applicable performance target. Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect. The contingent consideration fair value measurement is based on significant inputs not observable in the market and therefore constitute Level 3 inputs within the fair value hierarchy. The Company determines the initial fair value of contingent consideration liabilities using a Monte Carlo (“Monte Carlo”) valuation model, which involves a simulation of future revenues during the earn out-period using management’s best estimates, or a probability-weighted discounted cash flow analysis. In periods subsequent to the initial measurement, contingent consideration liabilities are remeasured to fair value each reporting period until the contingent consideration is settled using various assumptions including estimated revenues (based on internal operational budgets and long-range strategic plans), discount rates, revenue volatility and projected payment dates. The current portion of contingent consideration liabilities is included in Accrued expenses and other current liabilities and the non-current portion is included in Other long-term liabilities on the Consolidated Balance Sheets. Adjustments to the fair value of contingent consideration liabilities are included in Restructuring and other charges in the Consolidated Statements of Operations, and cash flows from operating activities in the Consolidated Statements of Cash Flows. Note 17, “Financial Instruments and Fair Value Measurements,” contains additional information on contingent consideration recorded at fair value in the consolidated financial statements. |
Goodwill | Goodwill Goodwill represents the excess of cost over the fair value of identifiable net assets of a business acquired and is assigned to one or more reporting units. The Company’s reporting units are the same as its reportable segments, Medical and Non-Medical. The Company tests each reporting unit’s goodwill for impairment at least annually as of the last day of the fiscal year and between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount. In conducting its goodwill test, the Company either performs a qualitative assessment or a quantitative assessment. A qualitative assessment requires that the Company consider events or circumstances including, but not limited to, macro-economic conditions, market and industry conditions, cost factors, competitive environment, changes in strategy, changes in customers, changes in the Company’s stock price, results of the last impairment test, and the operational stability and the overall financial performance of the reporting units. If, after assessing the totality of events or circumstances, the Company determines that it is more likely than not that the fair values of its reporting units are greater than the carrying amounts, then the quantitative goodwill impairment test is not performed. The Company may elect to bypass the qualitative analysis and perform a quantitative analysis. If the qualitative assessment indicates that the quantitative analysis should be performed or if management elects to bypass a qualitative analysis to perform a quantitative analysis, the Company then evaluates goodwill for impairment by comparing the fair value of each of its reporting units to its carrying value, including the associated goodwill. To determine the fair values, the Company uses a weighted combination of the market approach based on comparable publicly traded companies and the income approach based on estimated discounted future cash flows. The cash flow assumptions consider historical and forecasted revenue, operating costs and other relevant factors. |
Other Intangible Assets | Other Intangible Assets Other intangible assets consist of purchased technology and patents, customer lists and trademarks. Definite-lived intangible assets are amortized on an accelerated or straight-line basis, which approximates the projected cash flows used to determine the fair value of those definite-lived intangible assets at the time of acquisition, as follows: purchased technology and patents 5-20 years; customer lists 7-20 years and other intangible assets 1-20 years. Certain trademark assets are considered indefinite-lived intangible assets and are not amortized. The Company expenses the costs incurred to renew or extend the term of intangible assets. The Company reviews its definite-lived intangible assets for impairment when impairment indicators exist. When impairment indicators exist, the Company determines if the carrying value of its definite-lived intangible assets or asset groups exceeds the related undiscounted future cash flows. In cases where the carrying value exceeds the undiscounted future cash flows, the carrying value is written down to fair value. Fair value is generally determined using a discounted cash flow analysis. The Company assesses its indefinite-lived intangible assets for impairment periodically to determine if any adverse conditions exist that would indicate impairment or when impairment indicators exist. The Company assesses its indefinite-lived intangible assets for impairment at least annually by comparing the fair value of the indefinite-lived intangible asset to its carrying value. The fair value is determined using the relief from royalty method. Refer to Note 6, “Goodwill and Other Intangible Assets, Net,” for further details of the Company’s goodwill and other intangible assets. |
Equity Investments | Equity Investments The Company holds long-term, strategic investments in companies to promote business and strategic objectives. These investments are included in Other long-term assets on the Consolidated Balance Sheets. Equity investments are measured and recorded as follows: • Non-marketable equity securities are equity securities without readily determinable fair value that are measured and recorded at fair value with changes in fair value recognized within net income. The Company measures the securities at cost minus impairment, if any, plus or minus changes resulting from qualifying observable price changes. If an impairment is recognized on the Company’s non-marketable equity securities during the period, these assets are classified as Level 3 within the fair value hierarchy based on the nature of the fair value inputs. • Equity method investments are equity securities in investees the Company does not control but over which it has the ability to exercise influence. Equity method investments are recorded at cost and are adjusted to recognize (1) the Company’s share, based on percentage ownership or other contractual basis, of the investee’s income or loss, (2) additional contributions made and dividends or other distributions received, and (3) impairments resulting from other-than-temporary declines in fair value. Realized and unrealized gains and losses resulting from changes in fair value or the sale of these equity investments are recorded through (Gain) loss on equity investments, net. For some investments, the Company records its share of the investee’s income or loss one quarter in arrears due to the timing of its receipt of such information. The carrying value of the Company’s non-marketable equity securities is adjusted for qualifying observable price changes resulting from the issuance of similar or identical securities by the same issuer. Determining whether an observed transaction is similar to a security within the Company’s portfolio requires judgment based on the rights and preferences of the securities. Recording upward and downward adjustments to the carrying value of the Company’s equity securities as a result of observable price changes requires quantitative assessments of the fair value of these securities using various valuation methodologies and involves the use of estimates. Non-marketable equity securities and equity method investments (collectively referred to as non-marketable equity investments) are also subject to periodic impairment reviews. The Company’s quarterly impairment analysis considers both qualitative and quantitative factors that may have a significant impact on the investee’s fair value. Qualitative factors considered include the investee’s financial condition and business outlook, market for technology, operational and financing cash flow activities, technology and regulatory approval progress, and other relevant events and factors affecting the investee. When indicators of impairment exist, quantitative assessments of the fair value of the Company’s non-marketable equity investments are prepared. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) To determine the fair value of these investments, the Company uses all pertinent financial information available related to the investees, including financial statements, market participant valuations from recent and proposed equity offerings, and other third-party data. Non-marketable equity securities are tested for impairment using a qualitative model similar to the model used for goodwill and long-lived assets. Upon determining that an impairment may exist, the security’s fair value is calculated and compared to its carrying value and an impairment is recognized immediately if the carrying value exceeds the fair value. Equity method investments are subject to periodic impairment reviews using the other-than-temporary impairment model, which considers the severity and duration of a decline in fair value below cost and the Company’s ability and intent to hold the investment for a sufficient period of time to allow for recovery. The Company has determined that its investments are not considered variable interest entities. The Company’s exposure related to these entities is limited to its recorded investment. These investments are in start-up research and development companies whose fair value is highly subjective in nature and subject to future fluctuations, which could be significant. Refer to Note 17, “Financial Instruments and Fair Value Measurements,” for additional information on the Company’s equity investments. |
Debt Issuance Costs and Discounts | Debt Issuance Costs and Discounts Debt issuance costs and discounts associated with the issuance of debt by the Company are deferred and amortized over the lives of the related debt. Debt issuance costs incurred in connection with the Company’s issuance of its revolving credit facility are classified within Other long-term assets and amortized to Interest expense on a straight-line basis over the contractual term of the revolving credit facility. Debt issuance costs and discounts related to the Company’s term-debt are recorded as a reduction of the carrying value of the related debt and are amortized to Interest expense using the effective interest method over the period from the date of issuance to the maturity date. Upon prepayment of the related debt, the Company also recognizes a proportionate amount of the costs as extinguishment of debt. Costs treated as extinguishment of debt are expensed and included in Interest expense in the accompanying Consolidated Statements of Operations. The amortization of debt issuance costs and discounts, and debt extinguishment charges are included in Debt related charges included in interest expense in the Consolidated Statements of Cash Flows. Note 8, “Debt,” contains additional information on the Company’s debt issuance costs and discounts. |
Income Taxes | Income Taxes The consolidated financial statements of the Company have been prepared using the asset and liability approach to account for income taxes, which requires the recognition of deferred income taxes for the expected future tax consequences of net operating losses, credits, and temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. A valuation allowance is provided on deferred tax assets if it is determined, within each taxing jurisdiction, that it is more likely than not that the asset will not be realized. The Company accounts for uncertain tax positions using a more likely than not recognition threshold. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. These tax positions are evaluated on a quarterly basis. The Company recognizes interest expense related to uncertain tax positions as Provision for income taxes. Penalties, if incurred, are recognized as a component of Selling, general and administrative (“SG&A”) expenses. The Company and its subsidiaries file a consolidated United States (“U.S.”) federal income tax return. State tax returns are filed on a combined or separate basis depending on the applicable laws in the jurisdictions where the tax returns are filed. The Company also files foreign tax returns on a separate company basis in the countries in which it operates. |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes all derivative financial instruments in its consolidated financial statements at fair value . |
Revenue Recognition | Revenue Recognition The majority of the Company’s revenues consist of sales of various medical devices and products to large, multinational OEMs and their affiliated subsidiaries. The Company considers the customer’s purchase order, which in some cases is governed by a long-term agreement, and the Company’s corresponding sales order acknowledgment as the contract with the customer. The majority of contracts have an original expected duration of one year or less. Consideration payable to customers is included in the transaction price. In accordance with ASC 340-40-25-4, the Company expenses incremental costs of obtaining a contract when incurred because the amortization period is less than one year. The Company recognizes revenue from contracts with customers as performance obligations are satisfied when the customer obtains control of the products. Control is defined as the ability to direct the use of and obtain substantially all of the remaining benefits from the products. The customer obtains control of the products when title and risk of ownership transfers to them, which is primarily based upon shipping terms. Most of the Company’s revenues are recognized at the point in time when the products are shipped to customers. When a contract with a customer relates to products with no alternative use and the Company has an enforceable right to payment, including reasonable profit, for performance completed to date throughout the duration of the contract, revenue is recognized over time as control is transferred to the customer. When revenue is recognized over time, the Company uses an input measure to determine progress towards completion and total estimated costs at completion. Under this method, sales and gross profit are recognized generally as actual costs are incurred. Revenue is recognized net of sales tax, value-added taxes and other taxes. Performance Obligations The Company assesses whether promises are separate and distinct in the context of the contract. If promises are not separate and distinct, they are aggregated with other promises until they are separate and distinct, resulting in a performance obligation. The Company considers each shipment of an individual product included on a purchase order to be a separate performance obligation because the customer obtains economic benefit as each shipment occurs. Standard payment terms range from 30 to 90 days and may include a discount for early payment. The Company does not offer its customers a right of return. Rather, the Company warrants that each unit received by the customer will meet the agreed upon technical and quality specifications and requirements. If the units do not meet these requirements, the customer can return the non-compliant units as a corrective action under the warranty. The remedy offered to the customer is repair of the returned units or replacement if repair is not viable. Accordingly, the Company records a warranty reserve and any warranty activities are not considered to be a separate performance obligation. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable and less frequently, contract liabilities. Accounts receivable are recorded when the right to consideration becomes unconditional. Contract liabilities are recorded when customers pay or are billed in advance of the Company’s satisfaction of its performance obligations. Contract liabilities are classified as Accrued expenses and other current liabilities on the Consolidated Balance Sheets. For contracts with customers where revenue is recognized over time, the Company records a contract asset when revenue is earned but not yet billed associated with non-cancellable customer orders. Contract assets are presented as a current asset on the Consolidated Balance Sheets. Transaction Price Generally, the transaction price of the Company’s contracts consists of a unit price for each individual product included in the contract. The unit price can be fixed or variable based on the number of units ordered. In some instances, the transaction price also includes a rebate for meeting certain volume-based targets over a specified period of time. The transaction price of a contract is determined based on the unit price and the number of units ordered, reduced by the rebate expected to be earned on those units. Rebates are estimated based on the expected achievement of volume-based targets using the most likely amount method and are updated quarterly. Adjustments to these estimates are recognized in the period in which they are identified. When contracts with customers include consideration payable at the beginning of the contract, the transaction price is reduced at the later of when the Company recognizes revenue for the transfer of the related goods to the customer or when the Company pays or promises to pay the consideration. Volume discounts and rebates and other pricing reductions earned by customers are offset against their receivable balances. The transaction price is allocated to each performance obligation on a relative standalone selling price basis. As the majority of products sold to customers are manufactured to meet the specific requirements and technical specifications of that customer, the products are considered unique to that customer and the unit price stated in the contract is considered the standalone selling price. Contract Modifications |
Environmental Costs | Environmental Costs Environmental expenditures that relate to an existing condition caused by past operations and that do not provide future benefits are expensed as incurred. Liabilities are recorded when environmental assessments are made, the requirement for remedial efforts is probable and the amount of the liability can be reasonably estimated. Liabilities are recorded generally no later than the completion of feasibility studies. The Company has a process in place to monitor, identify, and assess how the current activities for known exposures are progressing against the recorded liabilities. The process is also designed to identify other potential remediation sites that are not presently known. |
Restructuring and Other Charges | Restructuring and Other Charges The Company continuously evaluates the business and identifies opportunities to realign its resources to better serve its customers and markets, improve operational efficiency and capabilities, and lower its operating costs or improve profitability. To realize the benefits associated with these opportunities, the Company undertakes restructuring-type activities to transform its business. The Company incurs costs associated with these activities, which primarily include exit and disposal costs and other costs directly related to the restructuring initiative. These actions may result in voluntary or involuntary employee termination benefits. Voluntary termination benefits are accrued when an employee accepts the related offer. Involuntary termination benefits are accrued upon the commitment to a termination plan and the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. All other exit costs are expensed as incurred. The Company records exit and disposal costs (“restructuring charges”) as incurred in accordance with ASC 420, Exit or Disposal Cost Obligations , and are classified within Restructuring and other charges, while other costs directly related to the restructuring initiatives (“restructuring-related charges”) are classified within Cost of sales, Selling, general and administrative, and Research, development and engineering expenses in the Consolidated Statements of Operations. (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) |
Research, Development and Engineering (RD&E) | Research, Development and Engineering (“RD&E”)RD&E costs are expensed as incurred. The primary costs are salary and benefits for personnel, material costs used in development projects and subcontracting costs. |
Product Warranties | Product Warranties The Company allows customers to return defective or damaged products for credit, replacement, or repair. The Company warrants that its products will meet customer specifications and will be free from defects in materials and workmanship . The Company accrues its estimated exposure to warranty claims, through Cost of Sales, based upon experience and other specific information as it becomes available. The product warranty liability is classified as Accrued expenses and other current liabilities on the Consolidated Balance Sheets. Adjustments to pre-existing estimated exposure for warranties are made as changes to the obligations become reasonably estimable. Note 13, “Commitments and Contingencies,” contains additional information on the Company’s product warranties. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense for its compensation plans. These plans include stock options, restricted stock units (“RSUs”) and performance-based restricted stock units (“PRSUs”). For the Company’s PRSUs, in addition to service conditions, the ultimate number of shares to be earned depends on the achievement of targets based on market conditions, such as total shareholder return, or performance conditions based on the Company’s operating results. The Company records forfeitures of equity awards in the period in which they occur. The fair value of the stock-based compensation is determined at the grant date. The Company uses the Black-Scholes standard option pricing model (“Black-Scholes model”) to determine the fair value of stock options. The fair value of each RSU is determined based on the Company’s closing stock price on the date of grant. The fair value of each PRSU is determined based on either the Company’s closing stock price on the date of grant or through a Monte Carlo valuation model for those awards that include a market-based condition. In addition to the closing stock price on the date of grant, the determination of the fair value of awards using both the Black-Scholes and Monte Carlo valuation models is affected by other assumptions, including the following: Expected Term - The Company analyzes historical employee exercise and termination data to estimate the expected term assumption for stock options. For market-based awards, the term is commensurate with the performance period remaining as of the grant date. Risk-free Interest Rate - A risk-free rate is based on the U.S. Treasury rates in effect on the grant date for a maturity equal to or approximating the expected term of the award. Expected Volatility - For stock options, expected volatility is calculated using historical volatility based on the daily closing prices of the Company’s common stock over a period equal to the expected term. For market-based awards, a combination of historical and implied volatility for the Company and members of its peer group are used in developing the expected volatility assumption. Dividend Yield - The dividend yield assumption is based on the Company’s expected annual dividend yield on the grant date. The Company recognizes compensation expense over the required service or vesting period based on the fair value of the award on the date of grant. Certain executive stock-based awards contain market, performance and service conditions. Compensation expense for awards with market conditions is recognized over the service period and is not reversed if the market condition is not met. Compensation expense for awards with performance conditions is reassessed each reporting period and recognized based upon the probability that the performance targets will be achieved. All stock option awards granted under the Company’s compensation plans have an exercise price equal to the closing stock price on the date of grant, a ten-year contractual life and generally, vest annually over a three-year vesting term. RSUs typically vest in equal annual installments over a three (1.) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company records deferred tax assets for awards that result in deductions on the Company’s income tax returns, based on the amount of stock-based compensation expense recognized and the statutory tax rate in the jurisdiction in which it will receive a deduction. Differences between the deferred tax assets recognized for financial reporting purposes and the actual tax deduction reported on the income tax return are recorded as a component of Provision for income taxes in the Consolidated Statements of Operations. Note 10, “Stock-Based Compensation,” contains additional information on the Company’s stock-based compensation. |
Defined Benefit Plans | Defined Benefit Plans The Company recognizes on its balance sheet as an asset or liability the overfunded or underfunded status of its defined benefit plans provided to its employees located in Mexico and Switzerland. This asset or liability is measured as the difference between the fair value of plan assets, if any, and the benefit obligation of those plans. For these plans, the benefit obligation is the projected benefit obligation, which is calculated based on actuarial computations of current and future benefits for employees. Actuarial gains or losses and prior service costs or credits that arise during the period, but are not included as components of net periodic benefit expense, are recognized as a component of AOCI on the Consolidated Balance Sheets. The Company records the service cost component of net benefit costs in Cost of sales and SG&A expenses. The interest cost component of net benefit costs is recorded in Interest expense and the remaining components of net benefit costs, amortization of net losses and expected return on plan assets, are recorded in Other (income) loss, net. |
Foreign Currency Translation and Remeasurement | Foreign Currency Translation and Remeasurement The Company translates all assets and liabilities of its foreign subsidiaries, where the U.S. dollar is not the functional currency, at the period-end exchange rate and translates income and expenses at the average exchange rates in effect during the period. The net effect of this translation is recorded in the consolidated financial statements as a component of AOCI. Translation adjustments are not adjusted for income taxes as they relate to permanent investments in the Company’s foreign subsidiaries. |
Earnings Per Share (EPS) | Earnings Per Share (“EPS”) Basic EPS is calculated by dividing Net income by the weighted average number of shares outstanding during the period. Diluted EPS is calculated by adjusting the weighted average number of shares outstanding for potential common shares if dilutive to the EPS calculation. Note 15, “Earnings Per Share,” contains additional information on the computation of the Company’s EPS. |
Comprehensive Income | Comprehensive Income The Company’s comprehensive income as reported in the Consolidated Statements of Comprehensive Income includes net income, foreign currency translation adjustments, the net change in cash flow hedges, net of tax, and defined benefit plan liability adjustments, net of tax. The Consolidated Statements of Comprehensive Income and Note 16, “Stockholders’ Equity,” contain additional information on the computation of the Company’s comprehensive income. |
Recently Accounting Pronouncements | Recent Accounting Pronouncements In the normal course of business, management evaluates all new Accounting Standards Updates (“ASU”) and other accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), Securities and Exchange Commission (“SEC”), or other authoritative accounting bodies to determine the potential impact they may have on the Company’s Consolidated Financial Statements. Management does not expect any of the recently issued accounting pronouncements, which have not already been adopted, to have a material impact on the Company’s Consolidated Financial Statements. |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Summary of Final Allocation of Purchase Consideration | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed (in thousands): Fair value of net assets acquired Current assets $ 9,319 Property, plant and equipment 4,151 Goodwill 68,460 Definite-lived intangible assets 71,485 Operating lease assets 3,505 Other noncurrent assets 1,354 Current liabilities (4,370) Operating lease liabilities (3,258) Other noncurrent liabilities (9,377) Fair value of net assets acquired $ 141,269 The final purchase price allocation was as follows (in thousands): Fair value of net assets acquired Current assets (excluding inventory) $ 9,621 Inventory 11,270 Property, plant and equipment 17,977 Goodwill 78,392 Intangible assets 105,300 Operating lease assets 15,142 Other noncurrent assets 695 Current liabilities (11,143) Operating lease liabilities (12,044) Fair value of net assets acquired $ 215,210 |
Schedule of Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The purchase price was allocated to intangible assets as follows (dollars in thousands): Definite-lived Intangible Assets Fair Value Assigned Weighted Average Amortization Period Weighted Average Discount Rate Customer lists $ 53,395 26.0 9.5% Technology 17,435 12.0 9.5% Tradenames 655 1.5 9.5% $ 71,485 |
Schedule of Indefinite-Lived Intangible Assets | The purchase price was allocated to intangible assets as follows (dollars in thousands): Definite-lived Intangible Assets Fair Value Assigned Weighted Average Amortization Period Weighted Average Discount Rate Customer lists $ 73,800 20.0 9.5% Technology 15,200 15.0 9.5% Tradenames 16,300 20.0 9.5% Gross Accumulated Net December 31, 2022 Definite-lived: Purchased technology and patents $ 283,929 $ (178,844) $ 105,085 Customer lists 825,634 (216,546) 609,088 Amortizing tradenames and other 21,028 (5,600) 15,428 Total amortizing intangible assets $ 1,130,591 $ (400,990) $ 729,601 Indefinite-lived: Trademarks and tradenames $ 90,288 December 31, 2021 Definite-lived: Purchased technology and patents $ 269,359 $ (164,298) $ 105,061 Customer lists 783,618 (187,412) 596,206 Amortizing tradenames and other 20,462 (4,207) 16,255 Total amortizing intangible assets $ 1,073,439 $ (355,917) $ 717,522 Indefinite-lived: Trademarks and tradenames $ 90,288 |
Schedule of Business Acquisition, Pro Forma Information | The following table presents (in thousands) unaudited pro forma financial information as if Aran and Oscor had been included in the Company’s financial results as of the beginning of fiscal year 2021 and 2020, respectively, through the date of acquisition (in thousands): 2022 2021 2020 Sales $ 1,381,459 $ 1,291,600 $ 1,128,137 Income from continuing operations 67,375 87,439 67,529 |
SUPPLEMENTAL CASH FLOW INFORM_2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Cash Flow Information | The following represents supplemental cash flow information for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Non-cash investing and financing activities: Property, plant and equipment purchases included in accounts payable $ 13,592 $ 5,556 $ 3,597 Cash paid during the year for: Interest 35,804 24,740 33,933 Income taxes 11,165 19,649 18,477 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories comprise the following (in thousands): December 31, 2022 2021 Raw materials $ 98,640 $ 70,956 Work-in-process 98,188 74,152 Finished goods 11,938 10,591 Total $ 208,766 $ 155,699 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | PP&E comprises the following (in thousands): December 31, 2022 2021 Manufacturing machinery and equipment $ 392,109 $ 352,391 Buildings and building improvements 101,445 98,007 Information technology hardware and software 68,205 72,752 Leasehold improvements 87,616 85,931 Furniture and fixtures 17,614 17,099 Land and land improvements 13,173 13,980 Construction work in process 73,632 41,813 Other 1,478 1,431 755,272 683,404 Accumulated depreciation (438,029) (406,305) Total $ 317,243 $ 277,099 |
Schedule of Depreciation Expense | Depreciation expense for PP&E was as follows for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Depreciation expense $ 42,617 $ 39,772 $ 38,193 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the carrying amount of goodwill by reportable segment during the years ended December 31, 2022 and 2021 was as follows (in thousands): Medical Non-Medical Total December 31, 2020 $ 842,442 $ 17,000 $ 859,442 Acquisition (Note 2) 77,887 — 77,887 Foreign currency translation (12,625) — (12,625) December 31, 2021 907,704 17,000 924,704 Acquisition (Note 2) 68,460 — 68,460 Acquisition-related adjustments (Note 2) 505 — 505 Foreign currency translation (11,477) — (11,477) December 31, 2022 $ 965,192 $ 17,000 $ 982,192 |
Schedule of Finite-Lived Intangible Assets | Intangible assets comprise the following (in thousands): Gross Accumulated Net December 31, 2022 Definite-lived: Purchased technology and patents $ 283,929 $ (178,844) $ 105,085 Customer lists 825,634 (216,546) 609,088 Amortizing tradenames and other 21,028 (5,600) 15,428 Total amortizing intangible assets $ 1,130,591 $ (400,990) $ 729,601 Indefinite-lived: Trademarks and tradenames $ 90,288 December 31, 2021 Definite-lived: Purchased technology and patents $ 269,359 $ (164,298) $ 105,061 Customer lists 783,618 (187,412) 596,206 Amortizing tradenames and other 20,462 (4,207) 16,255 Total amortizing intangible assets $ 1,073,439 $ (355,917) $ 717,522 Indefinite-lived: Trademarks and tradenames $ 90,288 |
Schedule of Indefinite-Lived Intangible Assets | The purchase price was allocated to intangible assets as follows (dollars in thousands): Definite-lived Intangible Assets Fair Value Assigned Weighted Average Amortization Period Weighted Average Discount Rate Customer lists $ 73,800 20.0 9.5% Technology 15,200 15.0 9.5% Tradenames 16,300 20.0 9.5% Gross Accumulated Net December 31, 2022 Definite-lived: Purchased technology and patents $ 283,929 $ (178,844) $ 105,085 Customer lists 825,634 (216,546) 609,088 Amortizing tradenames and other 21,028 (5,600) 15,428 Total amortizing intangible assets $ 1,130,591 $ (400,990) $ 729,601 Indefinite-lived: Trademarks and tradenames $ 90,288 December 31, 2021 Definite-lived: Purchased technology and patents $ 269,359 $ (164,298) $ 105,061 Customer lists 783,618 (187,412) 596,206 Amortizing tradenames and other 20,462 (4,207) 16,255 Total amortizing intangible assets $ 1,073,439 $ (355,917) $ 717,522 Indefinite-lived: Trademarks and tradenames $ 90,288 |
Schedule of Finite-Lived Intangible Assets, Amortization Expense | Aggregate intangible asset amortization expense comprises the following for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Cost of sales $ 15,701 $ 13,090 $ 12,860 SG&A 32,612 28,507 28,271 Total intangible asset amortization expense $ 48,313 $ 41,597 $ 41,131 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated future intangible asset amortization expense based upon the carrying value as of December 31, 2022 is as follows (in thousands): 2023 2024 2025 2026 2027 After 2027 Amortization expense $ 52,196 $ 51,568 $ 50,768 $ 48,939 $ 45,987 $ 480,143 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Payable and Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other current liabilities comprise the following (in thousands): December 31, 2022 2021 Salaries and benefits $ 33,084 $ 27,733 Profit sharing and bonuses 15,800 18,325 Contingent consideration 11,201 918 Contract liabilities 5,616 3,776 Short-term finance lease liabilities 1,093 608 Product warranties 77 509 Accrued interest 472 76 Other 6,156 4,988 Total $ 73,499 $ 56,933 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt comprises the following (in thousands): December 31, 2022 2021 Senior secured term loan A $ 455,313 $ 467,062 Senior secured term loan B 335,625 349,125 Senior secured revolving credit facility 140,300 19,300 Unamortized discount on term loan B and deferred debt issuance costs (5,977) (7,361) Total debt 925,261 828,126 Current portion of long-term debt (18,188) (15,250) Total long-term debt $ 907,073 $ 812,876 |
Schedule of Maturities of Long-term Debt | Contractual maturities under the Senior Secured Credit Facilities for the next five years and thereafter, as of December 31, 2022, are as follows (in thousands): 2023 2024 2025 2026 2027 After 2027 Future minimum principal payments $ 18,188 $ 29,937 $ 38,750 $ 522,738 $ 3,500 $ 318,125 |
Schedule of Deferred Financing Costs | The change in deferred debt issuance costs related to the Company’s Revolving Credit Facility is as follows (in thousands): December 31, 2021 3,039 Amortization during the period (652) December 31, 2022 $ 2,387 The change in unamortized discount and deferred debt issuance costs related to the Term Loan Facilities is as follows (in thousands): Deferred Debt Issuance Costs Unamortized Discount on TLB Facility Total December 31, 2021 5,674 1,687 7,361 Write-off of deferred debt issuance costs and unamortized discount (114) — (114) Amortization during the period (991) (279) (1,270) December 31, 2022 $ 4,569 $ 1,408 $ 5,977 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The components and classification of stock-based compensation expense were as follows (in thousands): Year Ended December 31, 2022 2021 2020 Stock options $ — $ — $ 43 RSUs and PRSUs 21,023 16,185 9,120 Total stock-based compensation expense $ 21,023 $ 16,185 $ 9,163 Cost of sales $ 3,240 $ 3,365 $ 1,658 SG&A 15,234 11,579 6,942 RD&E 1,099 969 563 Restructuring and other charges 1,450 272 — Total stock-based compensation expense $ 21,023 $ 16,185 $ 9,163 Income tax benefit recognized for stock-based compensation arrangements $ 2,908 $ 4,188 $ 3,169 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes stock option activity during the year ended December 31, 2022: Number of Weighted Weighted Aggregate Outstanding at December 31, 2021 247,640 $ 38.03 Exercised (7,018) 21.35 Outstanding at December 31, 2022 240,622 $ 38.51 3.2 $ 7.2 Vested and exercisable at December 31, 2022 240,622 $ 38.51 3.2 $ 7.2 |
Schedule Of Stock Option Exercise Information | The following table provides certain information relating to the exercise of stock options during 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Intrinsic value $ 370 $ 2,370 $ 4,773 Cash received 150 743 3,263 Actual tax benefit for the tax deductions from the exercise of options 89 569 1,145 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes RSU activity during the year ended December 31, 2022: Time-Vested Weighted Nonvested at December 31, 2021 248,131 $ 81.14 Granted 221,352 75.87 Vested (142,927) 80.50 Forfeited (34,627) 80.14 Nonvested at December 31, 2022 291,929 $ 77.58 The following table summarizes PRSU activity during the year ended December 31, 2022: Performance- Weighted Nonvested at December 31, 2021 198,869 $ 92.07 Granted 131,393 90.84 Forfeited (66,356) 96.70 Nonvested at December 31, 2022 263,906 $ 90.29 |
Schedule of Share-based Payment Award, Equity Instruments Other Than Options, Valuation Assumptions | The weighted average fair value and assumptions used to value the TSR portion of the PRSUs granted are as follows: 2022 2021 2020 Weighted average fair value $ 97.58 $ 85.16 $ 107.27 Risk-free interest rate 1.58 % 0.19 % 1.29 % Expected volatility 42 % 41 % 30 % Expected life (in years) 3.9 3.0 2.9 Expected dividend yield — % — % — % |
RESTRUCTURING AND OTHER CHARG_2
RESTRUCTURING AND OTHER CHARGES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Charges | Restructuring and other charges comprise the following (in thousands): 2022 2021 2020 Restructuring charges $ 4,920 $ 4,804 $ 3,718 Acquisition and integration costs (adjustments) 10,075 2,544 (776) Other general expenses 1,188 508 4,679 Total restructuring and other charges $ 16,183 $ 7,856 $ 7,621 The following table comprises restructuring and restructuring-related charges by statement of operations classification (in thousands): 2022 Restructuring charges $ 4,920 Restructuring-related expenses (a) : Cost of sales 1,148 Selling, general and administrative 1,966 Research, development and engineering 1,231 Total restructuring and restructuring-related charges $ 9,265 __________ (a) Restructuring-related expenses primarily include retention bonuses and professional fees. Restructuring related expenses for 2021 and 2020 were not material. |
Schedule of Changes in Restructuring Reserve | The following table summarizes the activity for restructuring reserves (in thousands): Operational Strategic reorganization and alignment Total December 31, 2021 $ 298 $ 134 $ 432 Charges incurred, net of reversals 1,325 3,595 4,920 Cash payments (1,391) (1,595) (2,986) December 31, 2022 $ 232 $ 2,134 $ 2,366 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | Income from continuing operations before income taxes for fiscal years 2022, 2021 and 2020 consisted of the following (in thousands): 2022 2021 2020 U.S. $ 14,446 $ 48,293 $ 35,337 International 61,512 52,770 50,870 Total income from continuing operations before income taxes $ 75,958 $ 101,063 $ 86,207 |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes from continuing operations for fiscal years 2022, 2021 and 2020 comprises the following (in thousands): 2022 2021 2020 Current: Federal $ 20,455 $ 9,511 $ 7,784 State 780 1,553 1,233 International 6,871 8,459 6,898 28,106 19,523 15,915 Deferred: Federal (16,300) (8,665) (4,648) State 26 (393) (1,245) International (1,224) (2,422) (1,073) (17,498) (11,480) (6,966) Total provision for income taxes $ 10,608 $ 8,043 $ 8,949 |
Schedule of Effective Income Tax Rate Reconciliation | The provision for income taxes from continuing operations differs from the U.S. statutory rate for fiscal years 2022, 2021 and 2020 due to the following: 2022 2021 2020 Statutory rate $ 15,951 21.0 % $ 21,223 21.0 % $ 18,103 21.0 % Federal tax credits (including R&D) (9,399) (12.4) (11,929) (11.8) (7,009) (8.1) Foreign rate differential (7,693) (10.1) (5,165) (5.1) (5,333) (6.2) Stock-based compensation 2,009 2.6 (1,084) (1.1) (1,459) (1.7) Uncertain tax positions 2,469 3.3 18 — 1,208 1.4 State taxes, net of federal benefit 978 1.3 1,183 1.2 553 0.6 U.S. tax on foreign earnings, net of §250 deduction 5,225 6.9 1,913 1.9 3,216 3.7 Valuation allowance (194) (0.3) 524 0.5 (345) (0.4) Other 1,262 1.7 1,360 1.4 15 0.1 Effective tax rate $ 10,608 14.0 % $ 8,043 8.0 % $ 8,949 10.4 % |
Schedule of Deferred Tax Assets and Liabilities | As of December 31, 2022 and December 31, 2021, the Company had a net deferred tax liability consisting of the following (in thousands): December 31, December 31, Operating lease liabilities $ 18,781 $ 17,950 Research and development 15,168 — Inventories 13,103 14,147 Tax credit carryforwards 10,110 11,394 Net operating loss carryforwards 9,121 11,721 Accrued expenses 7,113 9,348 Stock-based compensation 4,230 3,724 Gross deferred tax assets 77,626 68,284 Less valuation allowance (16,649) (19,456) Net deferred tax assets 60,977 48,828 Intangible assets (188,976) (186,150) Operating lease assets (18,846) (17,974) Property, plant and equipment (6,789) (7,354) Other (790) (3,144) Gross deferred tax liabilities (215,401) (214,622) Net deferred tax liability $ (154,424) $ (165,794) Presented as follows: Noncurrent deferred tax asset $ 6,247 $ 5,711 Noncurrent deferred tax liability (160,671) (171,505) Net deferred tax liability $ (154,424) $ (165,794) |
Schedule of Operating Loss and Tax Credit Carryforwards | As of December 31, 2022, the Company has the following carryforwards available: Jurisdiction Tax Amount Begin to Expire U.S. State Net operating losses (1) $ 105.5 2023 International Net operating losses (1) 14.4 2023 U.S. Federal Foreign tax credits 5.0 2023 U.S. State R&D tax credits 1.4 2023 U.S. State State tax credits 6.0 2023 International R&D tax credits 0.4 Indefinite __________ (1) Net operating losses (“NOLs”) are presented as pre-tax amounts. |
Schedule of Income Tax Contingencies | Below is a summary of changes to the unrecognized tax benefit for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Balance, beginning of year $ 5,537 $ 5,484 $ 4,446 Additions based upon tax positions related to the current year 1,364 3,324 300 Additions (reductions) related to prior period tax returns 838 (3,271) 738 Balance, end of year $ 7,739 $ 5,537 $ 5,484 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Product Warranty Liability | The change in product warranty liability for the years ended December 31, 2022 and 2021 comprises the following (in thousands): 2022 2021 Beginning balance $ 509 $ 163 Additions to warranty reserve, net of reversals (4) (15) Adjustments to pre-existing warranties (428) (71) Warranty claims settled — — Acquisitions $ — $ 432 Ending balance $ 77 $ 509 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Term, Discount Rate, Lease Costs and Supplemental Cash Flow Information | The components and classification of lease cost are as follows (in thousands): December 31, December 31, Finance lease cost: Amortization of lease assets $ 1,080 $ 223 Interest on lease liabilities 317 59 Finance lease cost 1,397 282 Operating lease cost 13,927 10,729 Short-term lease cost (leases with initial term of 12 months or less) 342 137 Variable lease cost 3,026 2,619 Sublease income (1,294) (1,392) Total lease cost $ 17,398 $ 12,375 Cost of sales $ 13,111 $ 9,642 SG&A 2,864 1,817 RD&E 1,106 857 Interest expense $ 317 $ 59 Total lease cost $ 17,398 $ 12,375 The following table presents the weighted average remaining lease term and discount rate. December 31, December 31, Weighted-average remaining lease term - operating leases (in years) 7.5 7.0 Weighted-average remaining lease term - finance leases (in years) 10.0 12.2 Weighted-average discount rate - operating leases 3.9 % 3.9 % Weighted-average discount rate - finance leases 3.4 % 3.5 % Supplemental cash flow information related to leases for the years ended December 31, 2022 and 2021 is as follows (in thousands): 2022 2021 Cash paid for operating leases $ 13,519 $ 10,808 Cash paid for interest on finance leases 317 59 Assets acquired under operating leases 15,777 32,466 Assets acquired under finance leases 1,882 8,154 |
Schedule of Operating Lease Liability Maturities | At December 31, 2022, the maturities of operating and finance lease liabilities were as follows (in thousands): Operating Leases Finance Leases 2023 $ 13,033 $ 1,402 2024 12,155 1,410 2025 11,957 1,300 2026 11,474 884 2027 8,128 653 Thereafter 29,026 5,152 Gross lease liabilities 85,773 10,801 Less: imputed interest (11,362) (1,702) Present value of lease liabilities 74,411 9,099 Less: current portion of lease liabilities (10,362) (1,093) Total long-term lease liabilities $ 64,049 $ 8,006 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth a reconciliation of the information used in computing basic and diluted EPS for the years ended December 31, 2022, 2021 and 2020 (in thousands, except per share amounts): 2022 2021 2020 Numerator for basic and diluted EPS: Income from continuing operations $ 65,350 $ 93,020 $ 77,258 Income from discontinued operations 1,027 3,788 — Net income $ 66,377 $ 96,808 $ 77,258 Denominator for basic EPS: Weighted average shares outstanding 33,127 32,993 32,845 Effect of dilutive securities: Stock options, restricted stock and restricted stock units 230 265 268 Denominator for diluted EPS 33,357 33,258 33,113 Basic earnings per share: Income from continuing operations $ 1.97 $ 2.82 $ 2.35 Income from discontinued operations 0.03 0.11 — Basic earnings per share 2.00 2.93 2.35 Diluted earnings per share: Income from continuing operations $ 1.96 $ 2.80 $ 2.33 Income from discontinued operations 0.03 0.11 — Diluted earnings per share 1.99 2.91 2.33 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The diluted weighted average share calculations do not include the following securities for the years ended December 31, 2022, 2021 and 2020, which are not dilutive to the EPS calculations or the performance criteria have not been met (in thousands): 2022 2021 2020 Time-vested stock options, restricted stock and restricted stock units 15 4 98 Performance-vested restricted stock units 152 92 89 |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Changes in Number of Shares of Common Stock | The following table sets forth the changes in the number of shares of common stock for the years ended December 31: 2022 2021 Shares issued and outstanding at beginning of period 33,063,336 32,908,178 Stock options exercised 7,018 34,233 Vesting of RSUs, net of shares withheld to cover taxes 99,424 120,925 Shares issued and outstanding at end of period 33,169,778 33,063,336 |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive income comprises the following (in thousands): Defined Cash Foreign Total Tax Net-of-Tax December 31, 2020 $ (1,095) $ (4,956) $ 57,546 $ 51,495 $ 1,197 $ 52,692 Unrealized gain on cash flow hedges — 91 — 91 (19) 72 Realized gain on foreign currency hedges — (832) — (832) 175 (657) Realized loss on interest rate swap hedges — 3,406 — 3,406 (716) 2,690 Net defined benefit plan adjustments 205 — — 205 14 219 Foreign currency translation loss — — (27,826) (27,826) — (27,826) December 31, 2021 $ (890) $ (2,291) $ 29,720 $ 26,539 $ 651 $ 27,190 Unrealized gain on cash flow hedges — 3,649 — 3,649 (766) 2,883 Realized gain on foreign currency hedges — (516) — (516) 108 (408) Realized loss on interest rate swap hedges — 918 — 918 (193) 725 Net defined benefit plan adjustments 544 — — 544 (35) 509 Foreign currency translation loss — — (25,570) (25,570) — (25,570) December 31, 2022 $ (346) $ 1,760 $ 4,150 $ 5,564 $ (235) $ 5,329 |
FINANCIAL INSTRUMENTS AND FAI_2
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following tables provide information regarding assets and liabilities recorded at fair value on a recurring basis (in thousands): Fair Value Quoted Significant Significant December 31, 2022 Assets: Interest rate swap $ 1,262 $ — $ 1,262 $ — Assets: Foreign currency hedging contracts 521 — 521 — Liabilities: Foreign currency hedging contracts 23 — 23 — Liabilities: Contingent consideration 11,756 — — 11,756 December 31, 2021 Assets: Foreign currency hedging contracts $ 687 $ — $ 687 $ — Liabilities: Interest rate swap 2,978 — 2,978 — Liabilities: Contingent consideration 2,415 — — 2,415 Information regarding the Company’s outstanding interest rate swap designated as a cash flow hedge as of December 31, 2022 is as follows (dollars in thousands): Notional Amount Maturity Pay Fixed Rate Receive Current Floating Rate Fair Value Balance Sheet Location $ 100,000 Jun 2023 2.1785 % 4.3869 % $ 1,262 Prepaid expenses and other current assets (17.) FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Continued) Information regarding the Company’s outstanding interest rate swap designated as cash flow hedges as of December 31, 2021 is as follows (dollars in thousands): Notional Amount Maturity Pay Fixed Rate Receive Current Floating Rate Fair Value Balance Sheet Location $ 150,000 Jun 2023 2.1785 % 0.1013 % $ (2,978) Other long-term liabilities Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2022 is as follows (dollars in thousands): Notional Amount Maturity $/Foreign Currency Fair Value Balance Sheet Location $ 37,175 Dec 2023 0.0489 MXN Peso $ 504 Prepaid expenses and other current assets 2,685 Mar 2023 0.0249 UYU Peso 17 Prepaid expenses and other current assets 17,309 Mar 2023 1.0751 Euro (23) Accrued expenses and other current liabilities Information regarding outstanding foreign currency forward contracts designated as cash flow hedges as of December 31, 2021 is as follows (dollars in thousands): Notional Amount Maturity $/Foreign Currency Fair Value Balance Sheet Location $ 22,201 Dec 2022 0.0463 MXN Peso $ 408 Prepaid expenses and other current assets 17,017 Dec 2022 1.1344 Euro 130 Prepaid expenses and other current assets 9,020 Dec 2022 0.0220 UYU Peso 149 Prepaid expenses and other current assets |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | The following table presents the impact of cash flow hedge derivative instruments on other comprehensive income (“OCI”), AOCI and the Company’s Consolidated Statement of Operations for fiscal years 2022, 2021 and 2020 (in thousands): Gain (Loss) Recognized in OCI Gain (Loss) Reclassified from AOCI Derivative 2022 2021 2020 Location in Statement of Operations 2022 2021 2020 Interest rate swaps $ 3,322 $ 642 $ (7,405) Interest expense $ (918) $ (3,406) $ (3,447) Foreign exchange contracts (2,226) (943) 1,017 Sales (2,073) (674) 618 Foreign exchange contracts 2,225 399 (355) Cost of sales 2,205 1,437 (1,177) Foreign exchange contracts 328 (7) 60 Operating expenses 384 69 (79) |
Schedule of Rollforward of Contingent Consideration | The following table presents the changes in the estimated fair values of the Company’s liabilities for contingent consideration measured using significant unobservable inputs (Level 3) for fiscal years 2022 and 2021 (in thousands): December 31, 2020 $ 3,900 Fair value measurement adjustment 133 Payments (1,621) Foreign currency translation 3 December 31, 2021 2,415 Amount recorded for current year acquisitions 7,375 Fair value measurement adjustment 3,097 Payments (972) Foreign currency translation (159) December 31, 2022 $ 11,756 |
Schedule of Contingent Consideration Measurement Inputs | The following table provides quantitative information associated with the fair value measurement of the Company’s liabilities for contingent consideration as of December 31, 2021: December 31, 2021 Contingency Type Remaining Maximum Payout (undiscounted) Fair Value Valuation Technique Unobservable Inputs Weighted Average or Range Revenue-based payments: InoMec and USB $ 6,750 $ 2,415 Monte Carlo Revenue volatility 29.0 % Discount rate 1.8 % Projected year(s) of payment 2022-2024 |
Schedule of Equity Method Investments | Equity investments comprise the following (in thousands): December 31, December 31, Equity method investment $ 8,252 $ 16,192 Non-marketable equity securities 5,637 5,637 Total equity investments $ 13,889 $ 21,829 The components of (Gain) loss on equity investments, net for each period were as follows (in thousands): 2022 2021 2020 Equity method investment (income) loss $ 7,636 $ 3,057 $ (5,706) Impairment charges — 86 369 Total (gain) loss on equity investments, net $ 7,636 $ 3,143 $ (5,337) |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Sales by Product Line | The following table presents sales by product line for the years ended December 31, 2022, 2021 and 2020 (in thousands): 2022 2021 2020 Segment sales by product line: Medical Cardio & Vascular $ 699,469 $ 593,117 $ 538,240 Cardiac Rhythm Management & Neuromodulation 532,580 502,288 398,409 Advanced Surgical, Orthopedics & Portable Medical 97,502 87,221 101,329 Total Medical 1,329,551 1,182,626 1,037,978 Non-Medical 46,545 38,453 35,464 Total sales $ 1,376,096 $ 1,221,079 $ 1,073,442 |
Schedule of Sales by Geographic Area | The following table presents sales by significant country for the years ended December 31, 2022, 2021 and 2020. In these tables, sales are allocated based on where the products are shipped (in thousands). 2022 2021 2020 Sales by geographic area: United States $ 762,134 $ 671,502 $ 596,804 Non-Domestic locations: Puerto Rico 114,078 110,162 96,048 Costa Rica 76,140 66,975 58,853 Rest of world 423,744 372,440 321,737 Total sales $ 1,376,096 $ 1,221,079 $ 1,073,442 The following table presents revenues by significant ship to location, which is defined as any country where 10% or more of a segment’s total revenues are shipped for the years ended December 31, 2022 and 2021. 2022 2021 Ship to Location Medical Non-Medical Medical Non-Medical United States 55% 67% 54% 71% United Kingdom * 10% * * Rest of world 45% 23% 46% 29% |
Schedule of Revenue by Major Customers by Reporting Segments | The following table presents revenues by significant customers, which are defined as any customer who individually represents 10% or more of a segment’s total revenues for the years ended December 31, 2022 and 2021. 2022 2021 Customer Medical Non-Medical Medical Non-Medical Customer A 17% * 19% * Customer B 17% * 17% * Customer C 13% * 14% * Customer D * 30% * 36% Customer E * * * * All other customers 53% 70% 50% 64% __________ * Less than 10% of segment’s total revenues for the period. |
Schedule of Segment Income (Loss) from Operations | The following table presents income from continuing operations for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands). 2022 2021 2020 Segment income from continuing operations: Medical $ 205,877 $ 213,600 $ 169,396 Non-Medical 7,571 8,022 4,848 Total segment income from continuing operations 213,448 221,622 174,244 Unallocated operating expenses (92,121) (85,911) (53,632) Operating income 121,327 135,711 120,612 Unallocated expenses, net (45,369) (34,648) (34,405) Income from continuing operations before income taxes $ 75,958 $ 101,063 $ 86,207 |
Schedule of Segment Depreciation and Amortization | The following table presents depreciation and amortization expense for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands). 2022 2021 2020 Segment depreciation and amortization: Medical $ 86,825 $ 75,366 $ 72,338 Non-Medical 1,096 1,167 996 Total depreciation and amortization included in segment income from continuing operations 87,921 76,533 73,334 Unallocated depreciation and amortization 4,070 4,836 5,990 Total depreciation and amortization $ 91,991 $ 81,369 $ 79,324 |
Schedule of Long-Lived Tangible Assets and Identifiable Assets by Geographic Area | The following table presents total assets for the Company’s reportable segments as of December 31, 2022 and December 31, 2021 (in thousands). December 31, December 31, Identifiable assets: Medical $ 2,652,357 $ 2,448,123 Non-Medical 57,385 56,158 Total reportable segments 2,709,742 2,504,281 Unallocated assets 84,644 77,934 Total assets $ 2,794,386 $ 2,582,215 The following table presents PP&E by geographic area as of December 31, 2022 and December 31, 2021. In these tables, PP&E is aggregated based on the physical location of the tangible long-lived assets (in thousands). December 31, December 31, Long-lived tangible assets by geographic area: United States $ 203,578 $ 184,474 Mexico 32,360 33,877 Ireland 61,356 41,501 Rest of world 19,949 17,247 Total $ 317,243 $ 277,099 |
Schedule of Expenditures for Tangible Long-Lived Assets, Excluding Acquisitions | The following table presents capital expenditures for the Company’s reportable segments for the years ended December 31, 2022, 2021 and 2020 (in thousands). 2022 2021 2020 Expenditures for tangible long-lived assets: Medical $ 69,687 $ 48,364 $ 42,435 Non-Medical 360 628 1,038 Total reportable segments 70,047 48,992 43,473 Unallocated long-lived tangible assets 4,681 4,471 3,359 Total expenditures $ 74,728 $ 53,463 $ 46,832 |
REVENUE FROM CONTRACTS WITH C_2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedules of Concentration of Risk by Reveune and Accounts Receivable | A significant portion of the Company’s sales for the years ended December 31, 2022, 2021 and 2020 and accounts receivable at December 31, 2022 and December 31, 2021 were to three customers as follows: Sales Accounts Receivable 2022 2021 2020 December 31, December 31, Customer A 17% 18% 18% 14% 15% Customer B 16% 16% 16% 19% 19% Customer C 13% 13% 14% 11% 10% 46% 47% 48% 44% 44% |
Schedule of Contract Assets and Contract Liabilities | The opening and closing balances of the Company’s contract assets and contract liabilities are as follows (in thousands): December 31, December 31, Contract assets $ 71,927 $ 64,743 Contract liabilities 5,616 3,776 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Discontinued Operations | Income from discontinued operations for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): 2022 2021 2020 Other income, net $ (1,323) $ (4,931) $ — Provision for income taxes 296 1,143 — Income from discontinued operations $ 1,027 $ 3,788 $ — Cash flow information from discontinued operations for the years ended December 31, 2022, 2021 and 2020 was as follows (in thousands): 2022 2021 2020 Income from discontinued operations $ 1,027 $ 3,788 $ — Changes in operating assets and liabilities, net of acquisitions: Accrued expenses and other liabilities (1,323) (4,931) — Income taxes payable 296 1,143 — Net cash provided by operating activities $ — — $ — $ — |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment customer | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Schedule of Assets Useful Life [Line Items] | |||
Number of reportable segments | segment | 2 | ||
Number of customers | customer | 3 | ||
Sale of accounts receivable | $ 120.7 | $ 116.1 | |
Description of payment terms | Standard payment terms range from 30 to 90 days and may include a discount for early payment. | ||
Net foreign currency transaction gains (losses) | $ (1.1) | $ (0.1) | $ 1.6 |
Stock Options | |||
Schedule of Assets Useful Life [Line Items] | |||
Contractual life | 10 years | ||
Award vesting period | 3 years | ||
Restricted Stock And Unit Awards | Director | |||
Schedule of Assets Useful Life [Line Items] | |||
Award vesting period | 1 year | ||
Minimum | Restricted Stock And Unit Awards | |||
Schedule of Assets Useful Life [Line Items] | |||
Award vesting period | 3 years | ||
Minimum | Patents | |||
Schedule of Assets Useful Life [Line Items] | |||
Intangible asset, useful life | 5 years | ||
Minimum | Customer lists | |||
Schedule of Assets Useful Life [Line Items] | |||
Intangible asset, useful life | 7 years | ||
Minimum | Amortizing tradenames and other | |||
Schedule of Assets Useful Life [Line Items] | |||
Intangible asset, useful life | 1 year | ||
Maximum | Restricted Stock And Unit Awards | |||
Schedule of Assets Useful Life [Line Items] | |||
Award vesting period | 4 years | ||
Maximum | Performance Based Restricted Stock And Restricted Stock Units | |||
Schedule of Assets Useful Life [Line Items] | |||
Award vesting period | 3 years | ||
Maximum | Patents | |||
Schedule of Assets Useful Life [Line Items] | |||
Intangible asset, useful life | 20 years | ||
Maximum | Customer lists | |||
Schedule of Assets Useful Life [Line Items] | |||
Intangible asset, useful life | 20 years | ||
Maximum | Amortizing tradenames and other | |||
Schedule of Assets Useful Life [Line Items] | |||
Intangible asset, useful life | 20 years | ||
Buildings and building improvements | Minimum | |||
Schedule of Assets Useful Life [Line Items] | |||
Property, plant and equipment, useful life | 12 years | ||
Buildings and building improvements | Maximum | |||
Schedule of Assets Useful Life [Line Items] | |||
Property, plant and equipment, useful life | 30 years | ||
Manufacturing machinery and equipment | Minimum | |||
Schedule of Assets Useful Life [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Manufacturing machinery and equipment | Maximum | |||
Schedule of Assets Useful Life [Line Items] | |||
Property, plant and equipment, useful life | 10 years | ||
Office Equipment | Minimum | |||
Schedule of Assets Useful Life [Line Items] | |||
Property, plant and equipment, useful life | 3 years | ||
Office Equipment | Maximum | |||
Schedule of Assets Useful Life [Line Items] | |||
Property, plant and equipment, useful life | 10 years |
BUSINESS ACQUISITIONS (Narrativ
BUSINESS ACQUISITIONS (Narrative) (Details) $ in Thousands, € in Millions | 12 Months Ended | ||||||
Apr. 06, 2022 USD ($) | Dec. 01, 2021 USD ($) | Feb. 19, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / € | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 06, 2022 EUR (€) | |
Business Acquisition [Line Items] | |||||||
Acquisitions, net of cash acquired | $ 126,636 | $ 217,978 | $ 5,219 | ||||
Contingent consideration liability, current | 11,201 | 918 | |||||
Acquisition-related adjustments | 505 | ||||||
Contingent consideration fair value adjustment | 3,097 | 133 | (2,000) | ||||
Proceeds from contingent consideration | 1,319 | 0 | 0 | ||||
Goodwill acquired | 982,192 | 924,704 | 859,442 | ||||
Earnings or loss of acquisition | 0 | 0 | 0 | ||||
Acquisition related costs | $ 6,900 | $ 2,000 | 900 | ||||
Customer lists | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period (years) | 26 years | 20 years | |||||
Customer lists | Measurement Input, Annual Attrition Rate | Valuation, Income Approach | |||||||
Business Acquisition [Line Items] | |||||||
Measurement input | $ / € | 0.05 | ||||||
Technology | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period (years) | 12 years | 15 years | |||||
Technology | Measurement Input, Royalty Rate | Valuation, Income Approach | Minimum | |||||||
Business Acquisition [Line Items] | |||||||
Measurement input | $ / € | 0.095 | ||||||
Tradenames | |||||||
Business Acquisition [Line Items] | |||||||
Weighted average amortization period (years) | 1 year 6 months | 20 years | |||||
Tradenames | Measurement Input, Royalty Rate | Valuation, Income Approach | |||||||
Business Acquisition [Line Items] | |||||||
Measurement input | $ / € | 0.020 | ||||||
Aran Acquisition | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of business acquired | 100% | 100% | |||||
Consideration transferred | $ 141,300 | ||||||
Cash paid | 133,900 | ||||||
Acquisitions, net of cash acquired | 129,300 | ||||||
Fair value of contingent consideration | 7,400 | ||||||
Contingent consideration liability, current | 10,900 | $ 10,700 | € 10 | ||||
Intangible assets | 71,485 | ||||||
Goodwill acquired | 68,460 | ||||||
Property, plant and equipment | 4,151 | ||||||
Other noncurrent assets | $ 1,354 | ||||||
Sales related to acquisition | 15,100 | ||||||
Oscor Inc | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of business acquired | 100% | ||||||
Consideration transferred | $ 215,200 | ||||||
Acquisition-related adjustments | 5,200 | 500 | |||||
Adjustment, current liabilities | 2,300 | ||||||
Adjustment in current assets | 2,500 | ||||||
Decrease in inventory | 900 | ||||||
Contingent consideration receivable | $ 1,400 | ||||||
Contingent consideration fair value adjustment | 100 | ||||||
Proceeds from contingent consideration | $ 1,300 | ||||||
Intangible assets | 105,300 | ||||||
Goodwill acquired | 78,392 | ||||||
Property, plant and equipment | 17,977 | ||||||
Other noncurrent assets | $ 695 | ||||||
Sales related to acquisition | 4,700 | ||||||
InoMec Ltd | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 7,000 | ||||||
Cash paid | 5,300 | ||||||
Contingent consideration | 1,700 | ||||||
Revenue-based payments (up to) | 3,500 | $ 6,750 | |||||
Intangible assets | 2,000 | ||||||
Goodwill acquired | 4,800 | ||||||
Property, plant and equipment | 300 | ||||||
Other noncurrent assets | $ 100 | ||||||
Weighted average amortization period (years) | 5 years 10 months 24 days | ||||||
Sales related to acquisition | $ 3,400 |
BUSINESS ACQUISITIONS (Allocati
BUSINESS ACQUISITIONS (Allocation Of The Provisional Purchase Price ) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Apr. 06, 2022 | Dec. 31, 2021 | Dec. 01, 2021 | Dec. 31, 2020 |
Fair value of net assets acquired | |||||
Goodwill | $ 982,192 | $ 924,704 | $ 859,442 | ||
Aran Acquisition | |||||
Fair value of net assets acquired | |||||
Current assets (excluding inventory) | $ 9,319 | ||||
Property, plant and equipment | 4,151 | ||||
Goodwill | 68,460 | ||||
Intangible assets | 71,485 | ||||
Operating lease assets | 3,505 | ||||
Other noncurrent assets | 1,354 | ||||
Current liabilities | (4,370) | ||||
Operating lease liabilities | (3,258) | ||||
Other noncurrent liabilities | (9,377) | ||||
Fair value of net assets acquired | $ 141,269 | ||||
Oscor Inc | |||||
Fair value of net assets acquired | |||||
Current assets (excluding inventory) | $ 9,621 | ||||
Inventory | 11,270 | ||||
Property, plant and equipment | 17,977 | ||||
Goodwill | 78,392 | ||||
Intangible assets | 105,300 | ||||
Operating lease assets | 15,142 | ||||
Other noncurrent assets | 695 | ||||
Current liabilities | (11,143) | ||||
Operating lease liabilities | (12,044) | ||||
Fair value of net assets acquired | $ 215,210 |
BUSINESS ACQUISITIONS (Indefini
BUSINESS ACQUISITIONS (Indefinite-Lived Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value Assigned | $ 71,485 | |
Customer lists | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value Assigned | $ 53,395 | $ 73,800 |
Weighted Average Amortization Period (Years) | 26 years | 20 years |
Weighted Average Discount Rate | 9.50% | 9.50% |
Technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value Assigned | $ 17,435 | $ 15,200 |
Weighted Average Amortization Period (Years) | 12 years | 15 years |
Weighted Average Discount Rate | 9.50% | 9.50% |
Tradenames | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Fair Value Assigned | $ 655 | $ 16,300 |
Weighted Average Amortization Period (Years) | 1 year 6 months | 20 years |
Weighted Average Discount Rate | 9.50% | 9.50% |
BUSINESS ACQUISITIONS ( Pro For
BUSINESS ACQUISITIONS ( Pro Forma Information) (Details) - Oscor Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Sales | $ 1,381,459 | $ 1,291,600 | $ 1,128,137 |
Income from continuing operations | $ 67,375 | $ 87,439 | $ 67,529 |
SUPPLEMENTAL CASH FLOW INFORM_3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Non-cash investing and financing activities: | |||
Property, plant and equipment purchases included in accounts payable | $ 13,592 | $ 5,556 | $ 3,597 |
Cash paid during the year for: | |||
Interest | 35,804 | 24,740 | 33,933 |
Income taxes | $ 11,165 | $ 19,649 | $ 18,477 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 98,640 | $ 70,956 |
Work-in-process | 98,188 | 74,152 |
Finished goods | 11,938 | 10,591 |
Total | $ 208,766 | $ 155,699 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 755,272 | $ 683,404 |
Accumulated depreciation | (438,029) | (406,305) |
Total | 317,243 | 277,099 |
Manufacturing machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 392,109 | 352,391 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 101,445 | 98,007 |
Information technology hardware and software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 68,205 | 72,752 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 87,616 | 85,931 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 17,614 | 17,099 |
Land and land improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 13,173 | 13,980 |
Construction work in process | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 73,632 | 41,813 |
Other | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 1,478 | $ 1,431 |
PROPERTY, PLANT AND EQUIPMENT_4
PROPERTY, PLANT AND EQUIPMENT, NET (Depreciation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 42,617 | $ 39,772 | $ 38,193 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Goodwill) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 924,704,000 | $ 859,442,000 |
Acquisition | 68,460,000 | 77,887,000 |
Acquisition-related adjustments | (505,000) | |
Foreign currency translation | (11,477,000) | (12,625,000) |
Ending balance | 982,192,000 | 924,704,000 |
Medical | ||
Goodwill [Roll Forward] | ||
Beginning balance | 907,704,000 | 842,442,000 |
Acquisition | 68,460,000 | 77,887,000 |
Acquisition-related adjustments | (505,000) | |
Foreign currency translation | (11,477,000) | (12,625,000) |
Ending balance | 965,192,000 | 907,704,000 |
Accumulated impairment loss | 0 | |
Non-Medical | ||
Goodwill [Roll Forward] | ||
Beginning balance | 17,000,000 | 17,000,000 |
Acquisition | 0 | 0 |
Acquisition-related adjustments | 0 | |
Foreign currency translation | 0 | 0 |
Ending balance | 17,000,000 | $ 17,000,000 |
Accumulated impairment loss | $ 0 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Narrative) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Indefinite-lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset | $ 729,601 | $ 717,522 | |
Purchased technology and patents | Revision of Prior Period, Adjustment | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset | (16,200) | ||
Amortizing tradenames and other | Revision of Prior Period, Adjustment | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Finite-lived intangible asset | 16,200 | ||
Trademarks and tradenames | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets (excluding goodwill) | $ 90,288 | 90,288 | |
Lake Region Medical | Trademarks and tradenames | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Indefinite-lived intangible assets (excluding goodwill) | $ 70,000 | $ 20,300 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Schedule of Definite-Lived and Indefinite-Lived Intangible Assets, Major Class) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,130,591 | $ 1,073,439 |
Accumulated Amortization | (400,990) | (355,917) |
Net Carrying Amount | 729,601 | 717,522 |
Trademarks and tradenames | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets (excluding goodwill) | 90,288 | 90,288 |
Purchased technology and patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 283,929 | 269,359 |
Accumulated Amortization | (178,844) | (164,298) |
Net Carrying Amount | 105,085 | 105,061 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 825,634 | 783,618 |
Accumulated Amortization | (216,546) | (187,412) |
Net Carrying Amount | 609,088 | 596,206 |
Amortizing tradenames and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 21,028 | 20,462 |
Accumulated Amortization | (5,600) | (4,207) |
Net Carrying Amount | $ 15,428 | $ 16,255 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Amortization Expense by categories) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expense | $ 48,313 | $ 41,597 | $ 41,131 |
Cost of sales | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expense | 15,701 | 13,090 | 12,860 |
SG&A | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total intangible asset amortization expense | $ 32,612 | $ 28,507 | $ 28,271 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Future Amortization Expense) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 52,196 |
2024 | 51,568 |
2025 | 50,768 |
2026 | 48,939 |
2027 | 45,987 |
After 2027 | $ 480,143 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities [Abstract] | |||
Salaries and benefits | $ 33,084 | $ 27,733 | |
Profit sharing and bonuses | 15,800 | 18,325 | |
Contingent consideration | 11,201 | 918 | |
Contract liabilities | 5,616 | 3,776 | |
Short-term finance lease liabilities | 1,093 | 608 | |
Product warranties | 77 | 509 | $ 163 |
Accrued interest | 472 | 76 | |
Other | 6,156 | 4,988 | |
Total | $ 73,499 | $ 56,933 |
DEBT (Schedule of Long-Term Deb
DEBT (Schedule of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Unamortized discount on term loan B and deferred debt issuance costs | $ (5,977) | $ (7,361) |
Total debt | 925,261 | 828,126 |
Current portion of long-term debt | (18,188) | (15,250) |
Long-term debt | 907,073 | 812,876 |
Loans Payable | Secured Debt | Senior secured term loan A | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 455,313 | 467,062 |
Loans Payable | Secured Debt | Senior secured term loan B | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 335,625 | 349,125 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 140,300 | $ 19,300 |
DEBT (Senior Secured Credit Fac
DEBT (Senior Secured Credit Facilities) (Details) - USD ($) | Sep. 02, 2021 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 1,000,000,000 | |
Secured Debt | Senior secured term loan A | ||
Debt Instrument [Line Items] | ||
Debt instrument term | 5 years | |
Weighted average interest rate | 6.13% | |
Secured Debt | Senior secured term loan B | ||
Debt Instrument [Line Items] | ||
Debt instrument term | 7 years | |
Discount percent | 0.50% | |
Weighted average interest rate | 6.88% | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 6.13% | |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 400,000,000 | |
Debt instrument term | 5 years | |
Secured Debt | Loans Payable | Senior secured term loan A | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 6.40% |
DEBT (Revolving Credit Facility
DEBT (Revolving Credit Facility) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Sep. 02, 2021 | |
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 1,000,000,000 | |
Secured Debt | Swingline Loans | New Revolving Credit Facility 2015 | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 40,000,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Weighted average interest rate | 6.13% | |
Revolving Credit Facility | Line of Credit | ||
Debt Instrument [Line Items] | ||
Credit facility maximum borrowing capacity | $ 400,000,000 | |
Remaining borrowing capacity | $ 256,200,000 | |
Outstanding amount | $ 140,300,000 | |
Unused capacity commitment fee | 0.20% | |
Revolving Credit Facility | Line of Credit | Minimum | ||
Debt Instrument [Line Items] | ||
Unused capacity commitment fee | 0.15% | |
Revolving Credit Facility | Line of Credit | Maximum | ||
Debt Instrument [Line Items] | ||
Unused capacity commitment fee | 0.25% | |
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate One - Month (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 1.25% | |
Revolving Credit Facility | Line of Credit | London Interbank Offered Rate One - Month (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 2.25% | |
Revolving Credit Facility | Line of Credit | Senior secured term loan A | London Interbank Offered Rate One - Month (LIBOR) | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 1% | |
Revolving Credit Facility | Line of Credit | Senior secured term loan A | Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 0.25% | |
Revolving Credit Facility | Line of Credit | Senior secured term loan A | Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 1.25% | |
Revolving Credit Facility | Line of Credit | Senior secured term loan A | Fed Funds Effective Rate Overnight Index Swap Rate | ||
Debt Instrument [Line Items] | ||
Spread on variable rate | 0.50% | |
Standby Letters of Credit | ||
Debt Instrument [Line Items] | ||
Outstanding standby letters of credit | $ 3,500,000 |
DEBT (Term Loan Facilities) (De
DEBT (Term Loan Facilities) (Details) - Secured Debt | 12 Months Ended |
Dec. 31, 2022 | |
Senior secured term loan B | |
Debt Instrument [Line Items] | |
Weighted average interest rate | 6.88% |
Senior secured term loan B | London Interbank Offered Rate (LIBOR) | |
Debt Instrument [Line Items] | |
Spread on variable rate | 2.50% |
Interest rate floor | 0.50% |
Senior secured term loan B | Base Rate | |
Debt Instrument [Line Items] | |
Spread on variable rate | 1.50% |
Senior secured term loan A | |
Debt Instrument [Line Items] | |
Weighted average interest rate | 6.13% |
DEBT (Covenants) (Details)
DEBT (Covenants) (Details) - Revolving Credit Facility - Secured Debt | 12 Months Ended |
Dec. 31, 2022 $ / € | |
Senior secured term loan A | |
Debt Instrument [Line Items] | |
Net leverage ratio incremental increase option | 5.50 |
ITGRTerm Loan A T L A Facility | |
Debt Instrument [Line Items] | |
Net leverage ratio incremental increase option | 5 |
Interest expense ratio | 2.50 |
DEBT (Long-term Debt Maturity S
DEBT (Long-term Debt Maturity Schedule) (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 18,188 |
2024 | 29,937 |
2025 | 38,750 |
2026 | 522,738 |
2027 | 3,500 |
After 2027 | $ 318,125 |
DEBT (Deferred Financing Fees)
DEBT (Deferred Financing Fees) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Deferred Finance Costs [Roll Forward] | |||
Total, Beginning Balance | $ 7,361 | ||
Total, Amortization during the period | (2,036) | $ (6,954) | $ (4,774) |
Total, Ending Balance | 5,977 | 7,361 | |
Revolving Credit Facility | |||
Deferred Finance Costs [Roll Forward] | |||
Debt issuance costs, Beginning Balance | 3,039 | ||
Amortization during the period | (652) | ||
Debt issuance costs, Ending Balance | 2,387 | 3,039 | |
Term Loan And Senior Notes | |||
Deferred Finance Costs [Roll Forward] | |||
Debt issuance costs, Beginning Balance | 5,674 | ||
Write-off of debt issuance costs and unamortized discount | (114) | ||
Amortization during the period | (991) | ||
Debt issuance costs, Ending Balance | 4,569 | 5,674 | |
Total, Beginning Balance | 7,361 | ||
Total, Write-off of deferred debt issuance costs and unamortized discount | (114) | ||
Total, Amortization during the period | (1,270) | ||
Total, Ending Balance | 5,977 | 7,361 | |
Senior secured term loan B | |||
Deferred Finance Costs [Roll Forward] | |||
Unamortized discount on TLB Facility, Beginning Balance | 1,687 | ||
Unamortized Discount on TLB Facility, Write-off of deferred debt issuance costs and unamortized discount | 0 | ||
Unamortized discount on TLB Facility, Amortization during the period | (279) | ||
Unamortized discount on TLB Facility, Ending Balance | $ 1,408 | $ 1,687 |
BENEFIT PLANS (Savings Plan Nar
BENEFIT PLANS (Savings Plan Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Contribution And Benefit Plan Disclosure [Line Items] | |||
Net costs recognized | $ 8,800,000 | $ 7,900,000 | $ 5,000,000 |
Maximum | |||
Defined Contribution And Benefit Plan Disclosure [Line Items] | |||
Employer matching contribution, per dollar | $ 0.50 | ||
Employer matching contribution, percentage of employees' gross pay | 6% |
BENEFIT PLANS (Defined Benefit
BENEFIT PLANS (Defined Benefit Plans Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Aggregated projected benefit obligation | $ 2.5 | $ 3.9 | |
Net periodic pension cost | 0.1 | $ 0.5 | $ 0.4 |
Expected future benefit payments first five years | 1.2 | ||
Expected future benefit payments next five years | $ 2.2 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narratives) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 1,450,000 | ||
Number of shares available for grant (in shares) | 1,311,629 | ||
Compensation expense tax benefit | $ 2,908,000 | $ 4,188,000 | $ 3,169,000 |
Restricted Stock and Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 14,600,000 | ||
Period for recognition | 1 year 10 months 24 days | ||
Fair value of shares vested | $ 10,700,000 | $ 12,900,000 | $ 9,900,000 |
Granted (in dollars per share) | $ 75.87 | $ 81.98 | $ 83.94 |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grants in period (in shares) | 0 | 0 | 0 |
Closing stock price (in dollars per share) | $ 68.46 | ||
Total unrecognized compensation cost | $ 0 | ||
Performance Based Restricted Stock And Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total unrecognized compensation cost | $ 11,800,000 | ||
Period for recognition | 1 year 8 months 12 days | ||
Fair value of shares vested | $ 0 | $ 3,100,000 | $ 2,900,000 |
Granted (in dollars per share) | $ 90.84 | $ 85.16 | $ 95.06 |
Performance period (over) | 3 years | ||
Performance period | 5 years | ||
Illiquidity discount percent | 9.25% | 8.19% | 8% |
STOCK-BASED COMPENSATION (Compo
STOCK-BASED COMPENSATION (Components of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 21,023 | $ 16,185 | $ 9,163 |
Income tax benefit recognized for stock-based compensation arrangements | 2,908 | 4,188 | 3,169 |
Cost of sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 3,240 | 3,365 | 1,658 |
SG&A | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 15,234 | 11,579 | 6,942 |
RD&E | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,099 | 969 | 563 |
Restructuring and other charges | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 1,450 | 272 | 0 |
Stock options | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 0 | 0 | 43 |
RSUs and PRSUs | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 21,023 | $ 16,185 | $ 9,120 |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Option Activity) (Details) $ / shares in Units, $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) $ / shares shares | |
Number of Stock Options | |
Beginning balance (in shares) | shares | 247,640 |
Exercised (in shares) | shares | (7,018) |
Ending balance (in shares) | shares | 240,622 |
Vested and exercisable, Number of Stock Options (in shares) | shares | 240,622 |
Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 38.03 |
Exercised (in dollars per share) | $ / shares | 21.35 |
Ending balance (in dollars per share) | $ / shares | 38.51 |
Vested and exercisable, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 38.51 |
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value | |
Outstanding, Weighted Average Remaining Contractual Term (in years) | 3 years 2 months 12 days |
Vested and exercisable , Weighted Average Remaining Contractual Term (in years) | 3 years 2 months 12 days |
Outstanding, Aggregate Intrinsic Value | $ | $ 7.2 |
Vested and exercisable , Aggregate Intrinsic Value | $ | $ 7.2 |
STOCK-BASED COMPENSATION (Exerc
STOCK-BASED COMPENSATION (Exercise of Stock Option) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Intrinsic value | $ 370 | $ 2,370 | $ 4,773 |
Cash received | 150 | 743 | 3,263 |
Actual tax benefit for the tax deductions from the exercise of options | $ 89 | $ 569 | $ 1,145 |
STOCK-BASED COMPENSATION (Restr
STOCK-BASED COMPENSATION (Restricted Stock and Restricted Stock Units) (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Restricted Stock And Restricted Stock Units Time Based | |
Time-Vested and Performance-Vested Restricted Stock Units and Awards | |
Beginning balance (in shares) | shares | 248,131 |
Granted (in shares) | shares | 221,352 |
Vested (in shares) | shares | (142,927) |
Forfeited (in shares) | shares | (34,627) |
Ending balance (in shares) | shares | 291,929 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 81.14 |
Granted (in dollars per share) | $ / shares | 75.87 |
Vested (in dollars per share) | $ / shares | 80.50 |
Forfeited (in dollars per share) | $ / shares | 80.14 |
Ending balance (in dollars per share) | $ / shares | $ 77.58 |
Performance Based Restricted Stock And Restricted Stock Units | |
Time-Vested and Performance-Vested Restricted Stock Units and Awards | |
Beginning balance (in shares) | shares | 198,869 |
Granted (in shares) | shares | 131,393 |
Forfeited (in shares) | shares | (66,356) |
Ending balance (in shares) | shares | 263,906 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in dollars per share) | $ / shares | $ 92.07 |
Granted (in dollars per share) | $ / shares | 90.84 |
Forfeited (in dollars per share) | $ / shares | 96.70 |
Ending balance (in dollars per share) | $ / shares | $ 90.29 |
STOCK-BASED COMPENSATION (Weigh
STOCK-BASED COMPENSATION (Weighted-Average Fair Value and Assumptions) (Details) - Performance Based Restricted Stock And Restricted Stock Units - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value (in dollars per share) | $ 97.58 | $ 85.16 | $ 107.27 |
Risk-free interest rate | 1.58% | 0.19% | 1.29% |
Expected volatility | 42% | 41% | 30% |
Expected life (in years) | 3 years 10 months 24 days | 3 years | 2 years 10 months 24 days |
Expected dividend yield | 0% | 0% | 0% |
RESTRUCTURING AND OTHER CHARG_3
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring And Other Charges Components) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 4,920 | $ 4,804 | $ 3,718 |
Acquisition and integration costs (adjustments) | 10,075 | 2,544 | (776) |
Other general expenses | 1,188 | 508 | 4,679 |
Total restructuring and other charges | $ 16,183 | $ 7,856 | $ 7,621 |
RESTRUCTURING AND OTHER CHARG_4
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring Restructuring-Related Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Charges [Abstract] | |||
Restructuring charges | $ 4,920 | $ 4,804 | $ 3,718 |
Total restructuring and restructuring-related charges | 9,265 | ||
Cost of sales | |||
Restructuring Charges [Abstract] | |||
Total restructuring and restructuring-related charges | 1,148 | ||
Selling, general and administrative | |||
Restructuring Charges [Abstract] | |||
Total restructuring and restructuring-related charges | 1,966 | ||
Research, development and engineering | |||
Restructuring Charges [Abstract] | |||
Total restructuring and restructuring-related charges | $ 1,231 |
RESTRUCTURING AND OTHER CHARG_5
RESTRUCTURING AND OTHER CHARGES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 4,920 | $ 4,804 | $ 3,718 |
Acquisition and integration costs (adjustments) | 10,075 | 2,544 | (776) |
Oscor And Aran Acquisitions | |||
Restructuring Cost and Reserve [Line Items] | |||
Acquisition and integration costs (adjustments) | 10,100 | 2,400 | 1,200 |
Fair value reduction adjustment for acquisition-related contingent consideration liability | 3,100 | ||
InoMec Ltd | |||
Restructuring Cost and Reserve [Line Items] | |||
Fair value reduction adjustment for acquisition-related contingent consideration liability | $ 100 | ||
US BioDesign LLC | |||
Restructuring Cost and Reserve [Line Items] | |||
Fair value reduction adjustment for acquisition-related contingent consideration liability | $ 2,000 | ||
Strategic reorganization and alignment | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 3,595 | ||
Expected remaining costs | 2,000 | ||
Employee Severance | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,500 | ||
2021 SRA Initiatives | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs incurred since inception | 4,100 | ||
2021 SRA Initiatives | Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected costs | 7,000 | ||
2021 SRA Initiatives | Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected costs | 9,000 | ||
Manufactoring Alignment To Support Growth | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs incurred since inception | 300 | ||
Manufactoring Alignment To Support Growth | Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected costs | 2,000 | ||
Manufactoring Alignment To Support Growth | Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected costs | 3,000 | ||
Employee Severance | 2022 OE Initiatives | |||
Restructuring Cost and Reserve [Line Items] | |||
Costs incurred since inception | 3,000 | ||
Employee Severance | 2022 OE Initiatives | Minimum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected costs | 5,000 | ||
Employee Severance | 2022 OE Initiatives | Maximum | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected costs | 6,000 | ||
Employee Severance | 2021 OE Initiatives | |||
Restructuring Cost and Reserve [Line Items] | |||
Expected costs | 5,000 | ||
Costs incurred since inception | $ 4,900 |
RESTRUCTURING AND OTHER CHARG_6
RESTRUCTURING AND OTHER CHARGES (Schedule of Restructuring Reserve By Type of Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 432 | ||
Charges incurred, net of reversals | 4,920 | $ 4,804 | $ 3,718 |
Cash payments | (2,986) | ||
Ending balance | 2,366 | 432 | |
Operational excellence initiatives | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 298 | ||
Charges incurred, net of reversals | 1,325 | ||
Cash payments | (1,391) | ||
Ending balance | 232 | 298 | |
Strategic reorganization and alignment | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 134 | ||
Charges incurred, net of reversals | 3,595 | ||
Cash payments | (1,595) | ||
Ending balance | $ 2,134 | $ 134 |
INCOME TAXES (Income Before Inc
INCOME TAXES (Income Before Income Tax Domestic And Foreign) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Line Items] | |||
Income (loss) from continuing operations before income taxes | $ 75,958 | $ 101,063 | $ 86,207 |
U.S. | |||
Income Tax Disclosure [Line Items] | |||
Income (loss) from continuing operations before income taxes | 14,446 | 48,293 | 35,337 |
International | |||
Income Tax Disclosure [Line Items] | |||
Income (loss) from continuing operations before income taxes | $ 61,512 | $ 52,770 | $ 50,870 |
INCOME TAXES (Provision Benefit
INCOME TAXES (Provision Benefit of Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | |||
Federal | $ 20,455 | $ 9,511 | $ 7,784 |
State | 780 | 1,553 | 1,233 |
International | 6,871 | 8,459 | 6,898 |
Total | 28,106 | 19,523 | 15,915 |
Deferred: | |||
Federal | (16,300) | (8,665) | (4,648) |
State | 26 | (393) | (1,245) |
International | (1,224) | (2,422) | (1,073) |
Total | (17,498) | (11,480) | (6,966) |
Total provision for income taxes | $ 10,608 | $ 8,043 | $ 8,949 |
INCOME TAXES (Effect Tax Rate R
INCOME TAXES (Effect Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
Statutory rate | $ 15,951 | $ 21,223 | $ 18,103 |
Federal tax credits (including R&D) | (9,399) | (11,929) | (7,009) |
Foreign rate differential | (7,693) | (5,165) | (5,333) |
Stock-based compensation | 2,009 | (1,084) | (1,459) |
Uncertain tax positions | 2,469 | 18 | 1,208 |
State taxes, net of federal benefit | 978 | 1,183 | 553 |
U.S. tax on foreign earnings, net of §250 deduction | 5,225 | 1,913 | 3,216 |
Valuation allowance | (194) | 524 | (345) |
Other | 1,262 | 1,360 | 15 |
Total provision for income taxes | $ 10,608 | $ 8,043 | $ 8,949 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
Statutory rate | 21% | 21% | 21% |
Federal tax credits (including R&D) | (12.40%) | (11.80%) | (8.10%) |
Foreign rate differential | (10.10%) | (5.10%) | (6.20%) |
Stock-based compensation | 2.60% | (1.10%) | (1.70%) |
Uncertain tax positions | 3.30% | 0% | 1.40% |
State taxes, net of federal benefit | 1.30% | 1.20% | 0.60% |
U.S. tax on foreign earnings, net of §250 deduction | 6.90% | 1.90% | 3.70% |
Valuation allowance | (0.30%) | 0.50% | (0.40%) |
Other | 1.70% | 1.40% | 0.10% |
Effective tax rate | 14% | 8% | 10.40% |
INCOME TAXES (Deferred Tax Asse
INCOME TAXES (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Components of Deferred Tax Assets and Liabilities [Abstract] | ||
Operating lease liabilities | $ 18,781 | $ 17,950 |
Research and development | 15,168 | 0 |
Inventories | 13,103 | 14,147 |
Tax credit carryforwards | 10,110 | 11,394 |
Net operating loss carryforwards | 9,121 | 11,721 |
Accrued expenses | 7,113 | 9,348 |
Stock-based compensation | 4,230 | 3,724 |
Gross deferred tax assets | 77,626 | 68,284 |
Less valuation allowance | (16,649) | (19,456) |
Net deferred tax assets | 60,977 | 48,828 |
Intangible assets | (188,976) | (186,150) |
Operating lease assets | (18,846) | (17,974) |
Property, plant and equipment | (6,789) | (7,354) |
Other | (790) | (3,144) |
Gross deferred tax liabilities | (215,401) | (214,622) |
Net deferred tax liability | (154,424) | (165,794) |
Noncurrent deferred tax asset | 6,247 | 5,711 |
Noncurrent deferred tax liability | $ (160,671) | $ (171,505) |
INCOME TAXES (Income Tax Carry
INCOME TAXES (Income Tax Carry Forward) (Details) $ in Millions | Dec. 31, 2022 USD ($) |
U.S. State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | $ 105.5 |
U.S. State | R&D tax credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit | 1.4 |
U.S. State | State tax credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit | 6 |
International | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss | 14.4 |
International | R&D tax credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit | 0.4 |
U.S. Federal | Foreign tax credits | |
Operating Loss Carryforwards [Line Items] | |
Tax credit | $ 5 |
INCOME TAXES (Unrecognized Tax
INCOME TAXES (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance, beginning of year | $ 5,537 | $ 5,484 | $ 4,446 |
Additions based upon tax positions related to the current year | 1,364 | 3,324 | 300 |
Additions (reductions) related to prior period tax returns | 838 | (3,271) | 738 |
Balance, end of year | $ 7,739 | $ 5,537 | $ 5,484 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | |||
Reasonably possible reduction within next 12 months | $ 1,800,000 | ||
Unrecognized tax benefit | 7,700,000 | ||
Unrecognized tax benefits, accrued interest | 400,000 | ||
Income tax penalties | 0 | ||
Interest and penalties on unrecognized tax benefits | 500,000 | $ 0 | $ 0 |
Deferred payroll taxes | 4,500,000 | $ 4,800,000 | |
Outstanding taxes payable | $ 4,500,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Gain Contingencies [Line Items] | ||||
Proceeds from legal settlements | $ 28,900 | |||
Gain on litigation settlement | $ 28,200 | $ 28,200 | ||
Loss contingency damages sought | $ 300 | |||
Drawn down from the escrow | 200 | |||
Anticipated future costs remaining | 100 | |||
Accrued environmental loss contingencies, current | 100 | |||
Expenses related to license agreements | 1,017,090 | $ 884,109 | 787,735 | |
Self insurance reserve | $ 6,300 | 5,600 | ||
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | |||
Royalty | ||||
Gain Contingencies [Line Items] | ||||
Expenses related to license agreements | $ 1,700 | $ 1,300 | $ 1,200 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Change in Product Warranty Liability) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 509 | $ 163 |
Additions to warranty reserve, net of reversals | (4) | (15) |
Adjustments to pre-existing warranties | (428) | (71) |
Warranty claims settled | 0 | 0 |
Acquisitions | 0 | 432 |
Ending balance | $ 77 | $ 509 |
LEASES (Schedule of Lease Costs
LEASES (Schedule of Lease Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Lessor, Lease, Description [Line Items] | ||
Amortization of lease assets | $ 1,080 | $ 223 |
Interest on lease liabilities | 317 | 59 |
Finance lease cost | 1,397 | 282 |
Operating lease cost | 13,927 | 10,729 |
Short-term lease cost (leases with initial term of 12 months or less) | 342 | 137 |
Variable lease cost | 3,026 | 2,619 |
Sublease income | (1,294) | (1,392) |
Total lease cost | 17,398 | 12,375 |
Cost of sales | ||
Lessor, Lease, Description [Line Items] | ||
Total lease cost | 13,111 | 9,642 |
SG&A | ||
Lessor, Lease, Description [Line Items] | ||
Total lease cost | 2,864 | 1,817 |
RD&E | ||
Lessor, Lease, Description [Line Items] | ||
Total lease cost | 1,106 | 857 |
Interest expense | ||
Lessor, Lease, Description [Line Items] | ||
Total lease cost | $ 317 | $ 59 |
LEASES (Schedule of Operating L
LEASES (Schedule of Operating Lease Liability Maturities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Operating Leases | ||
2023 | $ 13,033 | |
2024 | 12,155 | |
2025 | 11,957 | |
2026 | 11,474 | |
2027 | 8,128 | |
Thereafter | 29,026 | |
Gross lease liabilities | 85,773 | |
Less: imputed interest | (11,362) | |
Present value of lease liabilities | $ 74,411 | |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued Liabilities, Current | Accrued Liabilities, Current |
Less: current portion of lease liabilities | $ (10,362) | $ (9,862) |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Operating lease liabilities | $ 64,049 | $ 59,767 |
Finance Leases | ||
2023 | 1,402 | |
2024 | 1,410 | |
2025 | 1,300 | |
2026 | 884 | |
2027 | 653 | |
Thereafter | 5,152 | |
Gross lease liabilities | 10,801 | |
Less: imputed interest | (1,702) | |
Present value of lease liabilities | 9,099 | |
Less: current portion of lease liabilities | (1,093) | (608) |
Total long-term lease liabilities | $ 8,006 | $ 7,450 |
LEASES (Lease Term and Discount
LEASES (Lease Term and Discount Rate) (Details) | Dec. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases (in years) | 7 years 6 months | 7 years |
Weighted-average remaining lease term - finance leases (in years) | 10 years | 12 years 2 months 12 days |
Weighted-average discount rate - operating leases | 3.90% | 3.90% |
Weighted-average discount rate - finance leases | 3.40% | 3.50% |
LEASES (Schedule of Operating_2
LEASES (Schedule of Operating Lease Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Cash paid for operating leases | $ 13,519 | $ 10,808 |
Cash paid for interest on finance leases | 317 | 59 |
Assets acquired under operating leases | 15,777 | 32,466 |
Assets acquired under finance leases | $ 1,882 | $ 8,154 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2022 facility | |
Leases [Abstract] | |
Number of facilities in which lease terms were extended | 3 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator for basic and diluted EPS: | |||
Income from continuing operations | $ 65,350 | $ 93,020 | $ 77,258 |
Income from discontinued operations | 1,027 | 3,788 | 0 |
Net income | $ 66,377 | $ 96,808 | $ 77,258 |
Denominator for basic EPS: | |||
Weighted average shares outstanding (in shares) | 33,127 | 32,993 | 32,845 |
Effect of dilutive securities stock options, restricted stock and restricted stock units (in shares) | 230 | 265 | 268 |
Denominator for diluted EPS (in shares) | 33,357 | 33,258 | 33,113 |
Basic earnings per share: | |||
Income from continuing operations (in dollars per share) | $ 1.97 | $ 2.82 | $ 2.35 |
Income from discontinued operations (in dollars per share) | 0.03 | 0.11 | 0 |
Basic earnings per share (in dollars per share) | 2 | 2.93 | 2.35 |
Diluted earnings per share: | |||
Income from continuing operations (in dollars per share) | 1.96 | 2.80 | 2.33 |
Income from discontinued operations (in dollars per share) | 0.03 | 0.11 | 0 |
Diluted earnings per share (in dollars per share) | $ 1.99 | $ 2.91 | $ 2.33 |
EARNINGS PER SHARE (Antidilutiv
EARNINGS PER SHARE (Antidilutive Securities) (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Time-vested stock options, restricted stock and restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded (in shares) | 15 | 4 | 98 |
Performance-vested restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Securities excluded (in shares) | 152 | 92 | 89 |
STOCKHOLDERS' EQUITY (Schedule
STOCKHOLDERS' EQUITY (Schedule of Changes in Number of Shares of Common Stock) (Details) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Shares outstanding at beginning of year (in shares) | 33,063,336 | |
Shares outstanding at end of year (in shares) | 33,169,778 | 33,063,336 |
Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Shares outstanding at beginning of year (in shares) | 33,063,336 | 32,908,178 |
Stock options exercised (in shares) | 7,018 | 34,233 |
Shares outstanding at end of year (in shares) | 33,169,778 | 33,063,336 |
RSUs | Common Stock | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Vesting of RSUs, net of shares withheld to cover taxes (in shares) | 99,424 | 120,925 |
STOCKHOLDERS' EQUITY (Schedul_2
STOCKHOLDERS' EQUITY (Schedule of Accumulated Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income [Roll Forward] | ||
Total stockholders’ equity, beginning balance | $ 1,354,697 | $ 1,271,055 |
Total stockholders’ equity, ending balance | 1,417,456 | 1,354,697 |
Defined Benefit Plan Liability | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Total stockholders’ equity, beginning balance | (890) | (1,095) |
Reclassification from AOCI, current period, before tax, attributable to parent | 544 | 205 |
Reclassification from AOCI, current period, tax | (35) | 14 |
Reclassification from AOCI, current period, net of tax, attributable to parent | 509 | 219 |
Total stockholders’ equity, ending balance | (346) | (890) |
Cash Flow Hedges | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Total stockholders’ equity, beginning balance | (2,291) | (4,956) |
Reclassification from AOCI, current period, before tax, attributable to parent | 3,649 | 91 |
Reclassification from AOCI, current period, tax | (766) | (19) |
Reclassification from AOCI, current period, net of tax, attributable to parent | 2,883 | 72 |
Total stockholders’ equity, ending balance | 1,760 | (2,291) |
Cash Flow Hedges | Foreign Exchange Contract | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Reclassification from AOCI, current period, before tax, attributable to parent | (516) | (832) |
Reclassification from AOCI, current period, tax | 108 | 175 |
Reclassification from AOCI, current period, net of tax, attributable to parent | (408) | (657) |
Cash Flow Hedges | Interest rate swaps | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Reclassification from AOCI, current period, before tax, attributable to parent | 918 | 3,406 |
Reclassification from AOCI, current period, tax | (193) | (716) |
Reclassification from AOCI, current period, net of tax, attributable to parent | 725 | 2,690 |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Total stockholders’ equity, beginning balance | 29,720 | 57,546 |
Reclassification from AOCI, current period, before tax, attributable to parent | (25,570) | (27,826) |
Reclassification from AOCI, current period, tax | 0 | 0 |
Reclassification from AOCI, current period, net of tax, attributable to parent | (25,570) | (27,826) |
Total stockholders’ equity, ending balance | 4,150 | 29,720 |
Total Pre-Tax Amount | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Total stockholders’ equity, beginning balance | 26,539 | 51,495 |
Total stockholders’ equity, ending balance | 5,564 | 26,539 |
Tax | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Total stockholders’ equity, beginning balance | 651 | 1,197 |
Total stockholders’ equity, ending balance | (235) | 651 |
Net-of-Tax Amount | ||
Accumulated Other Comprehensive Income [Roll Forward] | ||
Total stockholders’ equity, beginning balance | 27,190 | 52,692 |
Total stockholders’ equity, ending balance | $ 5,329 | $ 27,190 |
FINANCIAL INSTRUMENTS AND FAI_3
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Assets and Liabilities Recorded at Fair Value on a Recurring Basis) (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets: Interest rate swap | $ 1,262 | |
Assets: Foreign currency hedging contracts | 521 | $ 687 |
Liabilities: Foreign currency hedging contracts | 23 | |
Liabilities: Interest rate swap | 2,978 | |
Liabilities: Contingent consideration | 11,756 | 2,415 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets: Interest rate swap | 0 | |
Assets: Foreign currency hedging contracts | 0 | 0 |
Liabilities: Foreign currency hedging contracts | 0 | |
Liabilities: Interest rate swap | 0 | |
Liabilities: Contingent consideration | 0 | 0 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets: Interest rate swap | 1,262 | |
Assets: Foreign currency hedging contracts | 521 | 687 |
Liabilities: Foreign currency hedging contracts | 23 | |
Liabilities: Interest rate swap | 2,978 | |
Liabilities: Contingent consideration | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets: Interest rate swap | 0 | |
Assets: Foreign currency hedging contracts | 0 | 0 |
Liabilities: Foreign currency hedging contracts | 0 | |
Liabilities: Interest rate swap | 0 | |
Liabilities: Contingent consideration | $ 11,756 | $ 2,415 |
FINANCIAL INSTRUMENTS AND FAI_4
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Interest Rate Swaps) (Details) - Designated as Hedging Instrument - Interest Rate Swap Maturing June 2023 - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 100,000,000 | |
Pay Fixed Rate | 2.1785% | |
Receive Current Floating Rate | 4.3869% | |
Fair Value | $ 1,262,000 | |
Other long-term liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 150,000,000 | |
Pay Fixed Rate | 2.1785% | |
Receive Current Floating Rate | 0.1013% | |
Fair Value | $ (2,978,000) |
FINANCIAL INSTRUMENTS AND FAI_5
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Foreign Currency Contracts) (Details) - Designated as Hedging Instrument $ in Thousands | Dec. 31, 2022 USD ($) $ / € $ / $ $ / $ | Dec. 31, 2021 USD ($) $ / € $ / $ $ / $ |
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Three | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 37,175 | |
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / $ | 0.0489 | |
Fair Value | $ 504 | |
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing March Two Thousand Twenty Three Contract One | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 2,685 | |
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / $ | 0.0249 | |
Fair Value | $ 17 | |
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Two Contract One | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 22,201 | |
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / $ | 0.0463 | |
Fair Value | $ 408 | |
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Two Contract Two | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 17,017 | |
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / € | 1.1344 | |
Fair Value | $ 130 | |
Prepaid expenses and other current assets | Foreign Exchange Contract Maturing December Two Thousand Twenty Two Contract Three | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 9,020 | |
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / $ | 0.0220 | |
Fair Value | $ 149 | |
Accrued Expenses And Other Current Liabilities | Foreign Exchange Contract Maturing March Two Thousand Twenty Three Contract Two | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | $ 17,309 | |
Derivative, Forward Exchange Rate (in dollars per foreign currency) | $ / € | 1.0751 | |
Fair Value | $ (23) |
FINANCIAL INSTRUMENTS AND FAI_6
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Schedule of Derivative Instruments with Hedge Accounting Designation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest expense | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) Reclassified from AOCI | $ (918) | $ (3,406) | $ (3,447) |
Interest expense | Interest rate swaps | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) Recognized in OCI | 3,322 | 642 | (7,405) |
Sales | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) Reclassified from AOCI | (2,073) | (674) | 618 |
Sales | Foreign exchange contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) Recognized in OCI | (2,226) | (943) | 1,017 |
Cost of sales | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) Reclassified from AOCI | 2,205 | 1,437 | (1,177) |
Cost of sales | Foreign exchange contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) Recognized in OCI | 2,225 | 399 | (355) |
Operating expenses | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) Reclassified from AOCI | 384 | 69 | (79) |
Operating expenses | Foreign exchange contracts | |||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Gain (Loss) Recognized in OCI | $ 328 | $ (7) | $ 60 |
FINANCIAL INSTRUMENTS AND FAI_7
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Narratives) (Details) € in Millions | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | Apr. 06, 2022 EUR (€) | Apr. 06, 2022 USD ($) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Reclassification of net losses from accumulated OCI to income, estimated net amount to be transferred | $ 1,800,000 | ||||||
Contingent consideration liability, current | $ 918,000 | 11,201,000 | $ 918,000 | ||||
Contingent consideration liability, noncurrent | 1,500,000 | 600,000 | 1,500,000 | ||||
Non-marketable securities impairment | 100,000 | $ 400,000 | |||||
Non-marketable securities fair value | 0 | $ 2,200,000 | 0 | $ 2,200,000 | |||
Equity method investment, return of capital | $ 300,000 | 2,200,000 | $ 400,000 | ||||
Chinese Venture Capital Fund | Chinese Venture Capital Fund | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Percentage of ownership interest | 7.40% | ||||||
Fair Value, Recurring | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration | 2,415,000 | $ 11,756,000 | 2,415,000 | ||||
Fair Value, Recurring | Probability Of Occurrence Measurement Input | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration liability, discount rate | 0 | ||||||
US BioDesign LLC | Fair Value, Recurring | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration | 1,100,000 | $ 0 | 1,100,000 | ||||
InoMec Ltd | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration | 1,800,000 | ||||||
InoMec Ltd | Fair Value, Recurring | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration | 1,300,000 | $ 1,100,000 | 1,300,000 | ||||
InoMec Ltd | Fair Value, Recurring | Discount rate | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration liability, discount rate | 0.123 | ||||||
Aran Acquisition | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Contingent consideration liability, current | $ 10,700,000 | € 10 | $ 10,900,000 | ||||
Contingent consideration | $ 7,400,000 | ||||||
Foreign Exchange Contract | Not Designated as Hedging Instrument | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Notional amount | $ 15,000,000 | 12,000,000 | 15,000,000 | ||||
Foreign exchange contracts | Not Designated as Hedging Instrument | |||||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||||||
Gain recognized in OCI | $ 2,600,000 | $ 400,000 |
FINANCIAL INSTRUMENTS AND FAI_8
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Estimated Fair Values for Contingent Consideration) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at beginning of period | $ 2,415 | $ 3,900 |
Amount recorded for current year acquisitions | $ 7,375 | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Restructuring And Other Charges, Net | Restructuring And Other Charges, Net |
Fair value measurement adjustment | $ 3,097 | $ 133 |
Payments | (972) | (1,621) |
Foreign currency translation | (159) | 3 |
Balance at end of period | $ 11,756 | $ 2,415 |
FINANCIAL INSTRUMENTS AND FAI_9
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Contingent Consideration Measurement Inputs) (Details) $ in Thousands | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Feb. 19, 2020 USD ($) |
InoMec Ltd | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Remaining Maximum Payout (undiscounted) | $ 6,750 | $ 3,500 | |
Fair Value | $ 1,800 | ||
Fair Value, Recurring | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value | 11,756 | 2,415 | |
Fair Value, Recurring | InoMec Ltd | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Fair Value | $ 1,100 | $ 1,300 | |
Fair Value, Recurring | Revenue volatility | Weighted Average | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Weighted Average or Range | 0.290 | ||
Fair Value, Recurring | Discount rate | InoMec Ltd | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Weighted Average or Range | 0.123 | ||
Fair Value, Recurring | Discount rate | Weighted Average | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Weighted Average or Range | 0.018 |
FINANCIAL INSTRUMENTS AND FA_10
FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS (Equity Method Investments) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Equity method investment | $ 8,252 | $ 16,192 | |
Non-marketable equity securities | 5,637 | 5,637 | |
Total equity investments | 13,889 | 21,829 | |
Equity method investment (income) loss | 7,636 | 3,057 | $ (5,706) |
Impairment charges | 0 | 86 | 369 |
Total (gain) loss on equity investments, net | $ 7,636 | $ 3,143 | $ (5,337) |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION (Narrative) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Reporting [Abstract] | |||
Number of reportable segments | segment | 2 | ||
Sales | $ | $ (1,376,096) | $ (1,221,079) | $ (1,073,442) |
SEGMENT AND GEOGRAPHIC INFORM_4
SEGMENT AND GEOGRAPHIC INFORMATION (Sales by Product Lines) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Sales | $ 1,376,096 | $ 1,221,079 | $ 1,073,442 |
Medical | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Sales | 1,329,551 | 1,182,626 | 1,037,978 |
Medical | Cardio & Vascular | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Sales | 699,469 | 593,117 | 538,240 |
Medical | Cardio & Vascular | Operating Segments | Revision of Prior Period, Adjustment | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Sales | (32,900) | (31,700) | |
Medical | Cardiac Rhythm Management & Neuromodulation | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Sales | 532,580 | 502,288 | 398,409 |
Medical | Advanced Surgical, Orthopedics & Portable Medical | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Sales | 97,502 | 87,221 | 101,329 |
Medical | Advanced Surgical, Orthopedics & Portable Medical | Operating Segments | Revision of Prior Period, Adjustment | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Sales | (22,800) | (20,500) | |
Non-Medical | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Sales | $ 46,545 | $ 38,453 | $ 35,464 |
SEGMENT AND GEOGRAPHIC INFORM_5
SEGMENT AND GEOGRAPHIC INFORMATION (Sales by Geographic Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total sales | $ 1,376,096 | $ 1,221,079 | $ 1,073,442 |
U.S. | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total sales | 762,134 | 671,502 | 596,804 |
Puerto Rico | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total sales | 114,078 | 110,162 | 96,048 |
Costa Rica | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total sales | 76,140 | 66,975 | 58,853 |
Rest of world | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Total sales | $ 423,744 | $ 372,440 | $ 321,737 |
SEGMENT AND GEOGRAPHIC INFORM_6
SEGMENT AND GEOGRAPHIC INFORMATION (Significant Customers) (Details) - Customer Concentration Risk - Sales | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 17% | 18% | 18% |
Customer B | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 16% | 16% | 16% |
Customer C | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 13% | 13% | 14% |
Medical | Customer A | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 17% | 19% | |
Medical | Customer B | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 17% | 17% | |
Medical | Customer C | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 13% | 14% | |
Medical | All other customers | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 53% | 50% | |
Non-Medical | Customer D | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 30% | 36% | |
Non-Medical | All other customers | |||
Revenue, Major Customer [Line Items] | |||
Concentration risk percentage | 70% | 64% |
SEGMENT AND GEOGRAPHIC INFORM_7
SEGMENT AND GEOGRAPHIC INFORMATION (Schedule of Revenue by Ship To Location) (Details) - Sales - Geographic Concentration Risk | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
United States | Medical | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 55% | 54% |
United States | Non-Medical | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 67% | 71% |
United Kingdom | Non-Medical | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 10% | |
Rest of world | Medical | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 45% | 46% |
Rest of world | Non-Medical | ||
Segment Reporting Information [Line Items] | ||
Concentration risk percentage | 23% | 29% |
SEGMENT AND GEOGRAPHIC INFORM_8
SEGMENT AND GEOGRAPHIC INFORMATION (Reconciliation of Segment Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Operating income as reported | $ 121,327 | $ 135,711 | $ 120,612 |
Unallocated expenses, net | (45,369) | (34,648) | (34,405) |
Income from continuing operations before income taxes | 75,958 | 101,063 | 86,207 |
Depreciation and amortization | 91,991 | 81,369 | 79,324 |
Identifiable assets | 2,794,386 | 2,582,215 | |
Expenditures for tangible long-lived assets | 74,728 | 53,463 | 46,832 |
Operating Segments | |||
Segment Reporting Information [Line Items] | |||
Operating income as reported | 213,448 | 221,622 | 174,244 |
Depreciation and amortization | 87,921 | 76,533 | 73,334 |
Identifiable assets | 2,709,742 | 2,504,281 | |
Expenditures for tangible long-lived assets | 70,047 | 48,992 | 43,473 |
Operating Segments | Medical | |||
Segment Reporting Information [Line Items] | |||
Operating income as reported | 205,877 | 213,600 | 169,396 |
Depreciation and amortization | 86,825 | 75,366 | 72,338 |
Identifiable assets | 2,652,357 | 2,448,123 | |
Expenditures for tangible long-lived assets | 69,687 | 48,364 | 42,435 |
Operating Segments | Non-Medical | |||
Segment Reporting Information [Line Items] | |||
Operating income as reported | 7,571 | 8,022 | 4,848 |
Depreciation and amortization | 1,096 | 1,167 | 996 |
Identifiable assets | 57,385 | 56,158 | |
Expenditures for tangible long-lived assets | 360 | 628 | 1,038 |
Unallocated operating expenses | |||
Segment Reporting Information [Line Items] | |||
Operating income as reported | (92,121) | (85,911) | (53,632) |
Depreciation and amortization | 4,070 | 4,836 | 5,990 |
Identifiable assets | 84,644 | 77,934 | |
Expenditures for tangible long-lived assets | $ 4,681 | $ 4,471 | $ 3,359 |
SEGMENT AND GEOGRAPHIC INFORM_9
SEGMENT AND GEOGRAPHIC INFORMATION (Long lived Tangible Assets by Region) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived tangible assets | $ 317,243 | $ 277,099 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived tangible assets | 203,578 | 184,474 |
Mexico | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived tangible assets | 32,360 | 33,877 |
Ireland | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived tangible assets | 61,356 | 41,501 |
Rest of world | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long-lived tangible assets | $ 19,949 | $ 17,247 |
REVENUE FROM CONTRACTS WITH C_3
REVENUE FROM CONTRACTS WITH CUSTOMERS (Schedules of Concentration of Risk by Revenue and Accounts Receivable) (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Percent of revenue from contract with customer compared to total revenue | 30% | 33% | |
Sales | Customer Concentration Risk | Customer A | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 17% | 18% | 18% |
Sales | Customer Concentration Risk | Customer B | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 16% | 16% | 16% |
Sales | Customer Concentration Risk | Customer C | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 13% | 13% | 14% |
Sales | Customer Concentration Risk | Top Customers | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 46% | 47% | 48% |
Accounts Receivable | Customer Concentration Risk | Customer A | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 14% | 15% | |
Accounts Receivable | Customer Concentration Risk | Customer B | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 19% | 19% | |
Accounts Receivable | Customer Concentration Risk | Customer C | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 11% | 10% | |
Accounts Receivable | Customer Concentration Risk | Top Customers | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 44% | 44% |
REVENUE FROM CONTRACTS WITH C_4
REVENUE FROM CONTRACTS WITH CUSTOMERS (Schedule of Contract Assets and Contract Liabilities) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 71,927 | $ 64,743 |
Contract liabilities | 5,616 | 3,776 |
Contract with customer, liability, revenue recognized | $ 2,700 | $ 1,900 |
DISCONTINUED OPERATIONS (AS&O B
DISCONTINUED OPERATIONS (AS&O Business Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discontinued Operation, Gain on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Income from discontinued operations before income taxes | Income from discontinued operations before income taxes |
Discontinued Operations, disposed-by-sale | AS&O Product Line | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Discontinued operation, gain on disposal of discontinued operation, net of tax | $ 1.3 | $ 4.9 |
DISCONTINUED OPERATIONS (Income
DISCONTINUED OPERATIONS (Income from Discontinued Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Provision for income taxes | $ 296 | $ 1,143 | $ 0 |
Income from discontinued operations | 1,027 | 3,788 | 0 |
AS&O Product Line | Discontinued Operations, Held-for-sale | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Other income, net | (1,323) | (4,931) | 0 |
Provision for income taxes | 296 | 1,143 | 0 |
Income from discontinued operations | $ 1,027 | $ 3,788 | $ 0 |
DISCONTINUED OPERATIONS (Cash F
DISCONTINUED OPERATIONS (Cash Flow Information from Discontinued Operations) (Details) - AS&O Product Line - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Income from discontinued operations | $ 1,027 | $ 3,788 | $ 0 |
Accrued expenses and other liabilities | (1,323) | (4,931) | 0 |
Income taxes payable | 296 | 1,143 | 0 |
Net cash provided by operating activities | $ 0 | $ 0 | $ 0 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Feb. 15, 2023 USD ($) | Feb. 03, 2023 USD ($) $ / shares | Feb. 14, 2023 USD ($) | Jan. 31, 2023 $ / shares | Jan. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 02, 2021 USD ($) |
Subsequent Event [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 1,000,000,000 | |||||||
Long-term debt | $ 925,261,000 | $ 828,126,000 | ||||||
Revolving Credit Facility | Line of Credit | ||||||||
Subsequent Event [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 400,000,000 | |||||||
Subsequent Event | Capped Call Options | ||||||||
Subsequent Event [Line Items] | ||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 108.59 | |||||||
Subsequent Event | Convertible Debt | 2028 Convertible Senior Notes | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount | $ 500,000,000 | |||||||
Stated interest rate | 2.125% | |||||||
Long-term debt | $ 65,000,000 | |||||||
Proceeds from issuance of convertible notes | $ 485,300,000 | |||||||
Initial conversion rate | 0.0114681 | |||||||
Initial conversion price (in dollars per share) | $ / shares | $ 87.20 | |||||||
Redemption price, percentage | 100% | |||||||
Subsequent Event | Secured Debt | Senior secured term loan B | ||||||||
Subsequent Event [Line Items] | ||||||||
Repayments of Secured Debt | $ 336,100,000 | |||||||
Subsequent Event | Revolving Credit Facility | Line of Credit | ||||||||
Subsequent Event [Line Items] | ||||||||
Credit facility maximum borrowing capacity | $ 500,000,000 | $ 400,000,000 | $ 600,000,000 | |||||
Increase in maximum borrowing capacity | $ 100,000,000 | |||||||
Sublimit percentage | 50% | |||||||
Repayments of Lines of Credit | $ 113,900,000 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
SEC Schedule, 12-09, valuation allowances and reserves, additions, charge to cost and expense, customer bankruptcy | $ 2,300 | ||
Provision for credit losses | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 132 | $ 155 | 2,443 |
Charged to Costs & Expenses | 48 | 20 | 28 |
Charged to Other Accounts- Describe | 163 | 0 | 0 |
Deductions | (5) | (43) | (2,316) |
Balance at end of period | 338 | 132 | 155 |
Valuation allowance for deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 19,456 | 20,739 | 22,229 |
Charged to Costs & Expenses | (684) | (941) | (275) |
Charged to Other Accounts- Describe | (131) | 26 | 0 |
Deductions | (1,992) | (368) | (1,215) |
Balance at end of period | $ 16,649 | $ 19,456 | $ 20,739 |