Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 27, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-26224 | ||
Entity Registrant Name | INTEGRA LIFESCIENCES HOLDINGS CORP | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 51-0317849 | ||
Entity Address, Address Line One | 1100 Campus Road | ||
Entity Address, Postal Zip Code | 08540 | ||
Entity Address, City or Town | Princeton | ||
Entity Address, State or Province | NJ | ||
City Area Code | 609 | ||
Local Phone Number | 275-0500 | ||
Title of 12(b) Security | Common Stock, Par Value $.01 Per Share | ||
Trading Symbol | IART | ||
Security Exchange Name | NASDAQ | ||
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 | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Shell Company | false | ||
Entity Public Float | $ 3,256.6 | ||
Entity Common Stock, Shares Outstanding (in shares) | 78,219,780 | ||
Documents Incorporated by Reference | Certain portions of the registrant’s definitive proxy statement relating to its scheduled May 9, 2024 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission, are incorporated by reference in Part III of this Annual Report on Form 10-K. | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Central Index Key | 0000917520 | ||
Document Financial Statement Error Correction [Flag] | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | Florham Park, New Jersey |
Auditor Firm ID | 238 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Total revenue, net | $ 1,541,573 | $ 1,557,666 | $ 1,542,448 |
Costs and expenses: | |||
Cost of goods sold | 656,838 | 587,355 | 597,808 |
Research and development | 104,192 | 101,193 | 93,051 |
Selling, general and administrative | 656,641 | 616,316 | 637,445 |
Intangible asset amortization | 12,376 | 13,882 | 16,914 |
Total costs and expenses | 1,430,047 | 1,318,746 | 1,345,218 |
Operating income | 111,526 | 238,920 | 197,230 |
Interest income | 17,202 | 11,917 | 6,737 |
Interest expense | (51,377) | (49,594) | (50,395) |
Gain from sale of businesses | 0 | 644 | 41,798 |
Other income, net | 3,718 | 12,007 | 19,307 |
Income before income taxes | 81,069 | 213,894 | 214,677 |
Provision for income taxes | 13,328 | 33,344 | 45,602 |
Net income | $ 67,741 | $ 180,550 | $ 169,075 |
Net income per share | |||
Basic (in dollars per share) | $ 0.85 | $ 2.18 | $ 2 |
Diluted (in dollars per share) | $ 0.84 | $ 2.16 | $ 1.98 |
Weighted average common shares outstanding (See Note 13): | |||
Basic (in shares) | 80,089 | 82,997 | 84,698 |
Diluted (in shares) | 80,337 | 83,516 | 85,485 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 67,741 | $ 180,550 | $ 169,075 |
Other comprehensive (loss) income, before tax: | |||
Change in foreign currency translation adjustments | (20,821) | (17,807) | (17,362) |
Unrealized gain (loss) on derivatives | |||
Unrealized derivative gain (loss) arising during period | (22,071) | 104,351 | 68,192 |
Less: Reclassification adjustments for gain (loss) included in net income | (13,423) | 18,859 | 17,024 |
Unrealized gain (loss) on derivatives | (8,648) | 85,492 | 51,168 |
Defined benefit pension plan - net gain (loss) arising during period | (6,610) | 7,429 | 6,998 |
Total other comprehensive gain (loss), before tax | (36,079) | 75,114 | 40,804 |
Income tax (expense) benefit related to items in other comprehensive gain (loss) | 10,708 | (19,694) | (11,900) |
Total other comprehensive gain (loss), net of tax | (25,371) | 55,420 | 28,904 |
Comprehensive income, net of tax | $ 42,370 | $ 235,970 | $ 197,979 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 276,402 | $ 456,661 |
Short-term investments | 32,694 | 0 |
Trade accounts receivable, net of allowances of $4,879 and $4,304 | 259,327 | 263,465 |
Inventories, net | 389,608 | 324,583 |
Prepaid Expenses | 67,362 | 85,757 |
Other Current Assets | 32,643 | 31,032 |
Total current assets | 1,058,036 | 1,161,498 |
Property, plant and equipment, net | 340,199 | 311,302 |
Right of use asset - operating leases | 156,184 | 148,284 |
Intangible assets, net | 1,067,833 | 1,126,609 |
Goodwill | 1,055,462 | 1,038,881 |
Deferred tax assets, net | 46,080 | 45,994 |
Other assets | 58,194 | 57,190 |
Total assets | 3,781,988 | 3,889,758 |
Current Liabilities: | ||
Current portion of borrowings under senior credit facility | 14,531 | 38,125 |
Current portion of lease liability - operating leases | 15,284 | 14,624 |
Accounts payable, trade | 92,326 | 102,100 |
Contract liabilities | 8,540 | 7,253 |
Accrued compensation | 75,455 | 78,771 |
Accrued expenses and other current liabilities | 100,844 | 80,033 |
Total current liabilities | 306,980 | 320,906 |
Long-term borrowings under senior credit facility | 825,563 | 733,149 |
Long-term borrowings under securitization facility | 89,200 | 104,700 |
Long-term convertible securities | 570,255 | 567,341 |
Lease liability - operating leases | 166,849 | 157,420 |
Deferred tax liabilities | 35,317 | 63,338 |
Other liabilities | 199,940 | 138,501 |
Total liabilities | 2,194,104 | 2,085,355 |
Stockholders’ Equity: | ||
Preferred Stock; no par value; 15,000 authorized shares; none outstanding | 0 | 0 |
Common stock; $0.01 par value; 240,000 authorized shares; 90,920 and 90,477 issued at December 31, 2023 and 2022, respectively | 909 | 905 |
Additional paid-in capital | 1,302,484 | 1,276,977 |
Treasury stock, at cost; 12,751 and 6,823 shares at December 31, 2023 and 2022, respectively | (647,262) | (362,862) |
Accumulated other comprehensive income (loss) | (15,106) | 10,265 |
Retained earnings | 946,859 | 879,118 |
Total stockholders’ equity | 1,587,884 | 1,804,403 |
Total liabilities and stockholders’ equity | $ 3,781,988 | $ 3,889,758 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowances | $ 4,879 | $ 4,304 |
Preferred stock, par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, authorized shares (in shares) | 15,000,000 | 15,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized shares (in shares) | 240,000,000 | 240,000,000 |
Common stock, issued (in shares) | 90,920,000 | 90,477,000 |
Treasury stock outstanding (in shares) | 12,751,000 | 6,823,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | |||
Net income | $ 67,741 | $ 180,550 | $ 169,075 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 123,512 | 118,299 | 119,836 |
Non-cash impairment charges | 0 | 0 | 2,754 |
Deferred income tax (benefit) provision | (11,885) | (4,585) | (2,755) |
Share-based compensation | 20,143 | 27,725 | 36,210 |
Amortization of debt issuance costs and expenses associated with debt refinancing | 6,164 | 6,845 | 7,030 |
Non-cash lease expense | 2,189 | 2,816 | 3,834 |
Loss (Gain) on disposal of property and equipment and construction in-progress | 777 | (6,813) | 2,240 |
Gain from the sale of businesses | 0 | (644) | (41,798) |
Change in fair value of contingent consideration and others | 12,888 | (20,304) | (2,162) |
Changes in assets and liabilities: | |||
Accounts receivable | 4,593 | (33,905) | 7,265 |
Inventories | (59,773) | (29,124) | 5,374 |
Prepaid expenses and other current assets | 2,652 | 8,612 | (21,143) |
Other non-current assets | (8,535) | (2,182) | 7,875 |
Accounts payable, accrued expenses and other current liabilities | (20,229) | 17,343 | 32,874 |
Contract liabilities | 128 | 4,274 | 28 |
Other non-current liabilities | (410) | (4,438) | (14,110) |
Net cash provided by operating activities | 139,955 | 264,469 | 312,427 |
INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (66,865) | (42,343) | (48,022) |
Proceeds from sale of business | 0 | 23,960 | 190,468 |
Acquired in-process research and development and intangibles | 0 | (4,742) | (58) |
Purchases of Investments | (32,694) | 0 | 0 |
Cash paid for business acquisitions, net of cash acquired | 0 | (51,509) | (303,910) |
Proceeds from sales of property and equipment | 0 | 11,145 | 3 |
Net proceeds on swaps designated as net investment hedges | 5,381 | 4,909 | 76 |
Net cash used in investing activities | (94,178) | (58,580) | (161,443) |
FINANCING ACTIVITIES: | |||
Proceeds from borrowings of long-term indebtedness | 165,100 | 40,750 | 25,500 |
Payments on debt | (110,600) | (148,550) | (125,500) |
Payment of debt issuance costs | (7,879) | 0 | (249) |
Purchase of treasury stock | (275,000) | (125,000) | 0 |
Proceeds from exercised stock options | 4,317 | 5,465 | 6,824 |
Cash taxes paid in net equity settlement | (5,863) | (24,618) | (4,801) |
Net cash used in financing activities | (229,925) | (251,953) | (98,226) |
Effect of exchange rate changes on cash and cash equivalents | 3,889 | (10,723) | (9,476) |
Net increase (decrease) in cash and cash equivalents | (180,259) | (56,787) | 43,282 |
Cash and cash equivalents at beginning of period | 456,661 | 513,448 | 470,166 |
Cash and cash equivalents at end of period | $ 276,402 | $ 456,661 | $ 513,448 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Treasury Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 89,251,000 | ||||||||
Balance, beginning of period at Dec. 31, 2020 | $ 1,514,867 | $ (66,047) | $ 893 | $ (235,141) | $ 1,290,908 | $ (63,274) | $ (74,059) | $ 532,266 | $ (2,773) |
Balance, beginning of period, treasury stock (in shares) at Dec. 31, 2020 | (4,914,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 169,075 | 169,075 | |||||||
Other comprehensive income (loss), net of tax | 28,904 | 28,904 | |||||||
Treasury shares retirement | 0 | ||||||||
Issuance of common stock through employee stock purchase plan (in shares) | 18,000 | ||||||||
Issuance of common stock through employee stock purchase plan | 1,127 | 1,127 | |||||||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes (in shares) | 331,000 | 15,000 | |||||||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes | 895 | $ 1 | $ 693 | 201 | |||||
Share-based compensation | 35,983 | $ 2 | 35,981 | ||||||
Balance, end of period (in shares) at Dec. 31, 2021 | 89,600,000 | ||||||||
Balance, end of period at Dec. 31, 2021 | 1,684,804 | $ 896 | $ (234,448) | 1,264,943 | (45,155) | 698,568 | |||
Balance, end of period, treasury stock (in shares) at Dec. 31, 2021 | (4,899,000) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 180,550 | 180,550 | |||||||
Other comprehensive income (loss), net of tax | 55,420 | 55,420 | |||||||
Issuance of common stock through employee stock purchase plan (in shares) | 17,000 | ||||||||
Issuance of common stock through employee stock purchase plan | 1,078 | 1,078 | |||||||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes (in shares) | 859,000 | 14,000 | |||||||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes | (20,229) | $ 7 | $ 738 | (20,974) | |||||
Share-based compensation | 27,780 | $ 2 | 27,778 | ||||||
Stock repurchased during period (in shares) | (1,938,000) | ||||||||
Accelerated shares repurchased | (125,000) | $ (129,152) | 4,152 | ||||||
Balance, end of period (in shares) at Dec. 31, 2022 | 90,476,000 | ||||||||
Balance, end of period at Dec. 31, 2022 | $ 1,804,403 | $ 905 | $ (362,862) | 1,276,977 | 10,265 | 879,118 | |||
Balance, end of period, treasury stock (in shares) at Dec. 31, 2022 | (6,823,000) | (6,823,000) | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | $ 67,741 | 67,741 | |||||||
Other comprehensive income (loss), net of tax | (25,371) | (25,371) | |||||||
Issuance of common stock through employee stock purchase plan (in shares) | 21,000 | ||||||||
Issuance of common stock through employee stock purchase plan | 1,107 | 1,107 | |||||||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes (in shares) | 423,000 | 18,000 | |||||||
Issuance of common stock for vesting of share-based awards, net of shares withheld for taxes | (2,654) | $ 1 | $ 911 | (3,566) | |||||
Share-based compensation | 20,108 | $ 3 | 20,105 | ||||||
Stock repurchased during period (in shares) | (5,946,000) | ||||||||
Accelerated shares repurchased | (277,450) | $ (285,311) | 7,861 | ||||||
Balance, end of period (in shares) at Dec. 31, 2023 | 90,920,000 | ||||||||
Balance, end of period at Dec. 31, 2023 | $ 1,587,884 | $ 909 | $ (647,262) | $ 1,302,484 | $ (15,106) | $ 946,859 | |||
Balance, end of period, treasury stock (in shares) at Dec. 31, 2023 | (12,751,000) | (12,751,000) |
BUSINESS
BUSINESS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BUSINESS | BUSINESS Integra LifeSciences Holdings Corporation (the “Company”) was incorporated in Delaware in 1989. The Company is a worldwide leader in medical technology. The Company was founded with the acquisition of an engineered collagen technology platform used to repair and regenerate tissue. Since then, Integra has developed numerous product lines from this technology for applications ranging from burn and deep tissue wounds to the repair of dura mater in the brain, as well as nerves and tendons. The Company has expanded its base regenerative technology business to include surgical instruments, neurosurgical products and advanced wound care through global acquisitions and product development to meet the evolving needs of its customers and enhance patient care. The Company sells its products directly through various sales forces and through a variety of other distribution channels. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION These financial statements and the accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America and conform to Regulation S-X under the Securities Exchange Act of 1934, as amended. PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. See Note 4, Acquisitions and Divestitures , for details of new subsidiaries included in the consolidation. USE OF ESTIMATES The preparation of consolidated financial statements is in conformity with generally accepted accounting principles in the United States ("GAAP") which requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances, net realizable value of inventories, valuation of intangible assets including amortization periods for acquired intangible assets, discount rates and estimated projected cash flows used to value and test impairments of long-lived assets and goodwill, estimates of projected cash flows and depreciation and amortization periods for long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of derivative instruments, valuation of contingent liabilities, the fair value of debt instruments and loss contingencies. These estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the current circumstances. Actual results could differ from these estimates. CASH AND CASH EQUIVALENTS The Company considers all short-term, highly liquid investments purchased with original maturities of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. SHORT TERM INVESTMENTS Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months. The short-term investments, primarily consisting of time deposits, are recorded at cost, which approximates fair value, which is estimated based on the net asset value of these investments. Interest and dividends are recorded in income when earned. TRADE ACCOUNTS RECEIVABLE AND ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivables. The Company evaluates the collectability of accounts receivable based on a combination of factors. The Company recognizes a provision for doubtful accounts that reflects the Company’s estimate of expected credit losses for trade accounts receivable. In circumstances where a specific customer is unable to meet its financial obligations to the Company, a provision to the allowances for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount that is reasonably expected to be collected. For all other customers, the Company evaluates measurement of all expected credit losses for trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company's exposure to credit losses may increase if its customers are adversely affected by changes in healthcare laws, coverage, and reimbursement, economic pressures or uncertainty associated with local or global economic recessions. Provisions to the allowances for doubtful accounts are recorded to selling, general and administrative expenses. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered. Provision for doubtful accounts, net of recoveries, associated with accounts receivable, included in selling, general and administrative expense, was charges of $3.0 million for the year ended December 31, 2023, charges of $0.2 million, and recoveries of $1.1 million for the years ended December 31, 2022 and 2021, respectively. The below table shows the roll forward of the allowance for doubtful accounts for the years ended December 31, 2023, 2022 and 2021: Balance at Beginning of Period Charged to Costs and Expenses Other Deductions Balance at End of Period Dollars in thousands Year Ended: December 31, 2023 $ 4,304 2,963 — (2,388) $ 4,879 December 31, 2022 $ 4,735 238 — (669) $ 4,304 December 31, 2021 $ 6,439 (1,059) 341 (986) $ 4,735 (1) Deductions primarily relates to allowance for doubtful accounts written off during the year, net of recoveries and other adjustments. INVENTORIES Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. Inventories consisted of the following: December 31, Dollars in thousands 2023 2022 Finished goods 196,402 $ 172,088 Work in process 74,035 70,598 Raw materials 119,171 81,897 Total inventories, net $ 389,608 $ 324,583 At each balance sheet date, the Company evaluates inventories for excess quantities, obsolescence or shelf life expiration. This evaluation includes analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, a review of the shelf life expiration dates for products, as well as the feasibility of reworking or using excess or obsolete products or components in the production or assembly of other products that are not obsolete or for which there are not excess quantities in inventory. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value. The Company capitalizes inventory costs associated with certain products prior to regulatory approval, based on management's judgment of probable economic benefit. The Company could be required to expense previously capitalized costs related to pre-approval inventory upon a change in such judgment, due to, among other potential factors, a denial or delay of approval by necessary regulatory bodies or a decision by management to discontinue the related development program. No such amounts were capitalized at December 31, 2023 or 2022. In the twelve months ended December 31, 2023, due to the Boston recall, the Company recorded a $24.6 million write off of inventory to cost of goods sold that was no longer able to be sold. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment charges. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements is capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred. The cost of computer software developed or obtained for internal use is accounted for in accordance with the Accounting Standards Codification 350-40, Internal-Use Software. Property, plant and equipment balances and corresponding lives were as follows: December 31, Dollars in thousands 2023 2022 Useful Lives Land $ 978 $ 966 Buildings and building improvements 14,859 14,710 5-40 years Leasehold improvements 171,062 163,342 1-20 years Machinery and production equipment 198,127 182,730 3-20 years Demonstration equipment 3,896 3,792 4-5 years Information systems and hardware 160,899 151,330 1-7 years Furniture, fixtures, and office equipment 20,549 20,286 1-15 years Construction-in-progress 137,276 103,875 Total 707,646 641,031 Less: Accumulated depreciation (367,447) (329,729) Property, plant and equipment, net $ 340,199 $ 311,302 Depreciation expense associated with property, plant and equipmen t was $40.9 million , $40.1 million, and $39.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. CAPITALIZED INTEREST The interest cost on capital projects, including facilities build-out and internal use software, is capitalized and included in the cost of the project. Capitalization commences with the first expenditure for the project and continues until the project is substantially complete and ready for its intended use. When no debt is incurred specifically for a project, interest is capitalized on project expenditures using the weighted average cost of the Company's outstanding borrowings. For the years ended December 31, 2023 and 2022, respectively, the Company capitalized $2.4 million and $1.4 million of interest expense into property, plant and equipment. ACQUISITIONS Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The Company accounts for the acquisition of a business in accordance with ASC 805, Business Combinations ("ASC Topic 805"). Amounts paid to acquire a business are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. Contingent consideration is recorded at fair value as measured on the date of acquisition. The value recorded is based on estimates of future financial projections under various potential scenarios using either a Monte Carlo simulation or the probability-weighted income approach derived from revenue estimates and probability assessment with respect to the likelihood of achieving contingent obligations. Contingent payments related to acquisitions consist of development, regulatory, and commercial milestone payments, in addition to sales-based payments, and are valued using discounted cash flow techniques. Each quarter until such contingent amounts are earned, the fair value of the liability is remeasured at each reporting period and adjusted as a component of operating expenses based on changes to the underlying assumptions. The change in the fair value of sales-based payments is based upon future revenue estimates and increases or decreases as revenue estimates or expectation of timing of payment charges. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and actual results are likely to differ from the amounts originally recorded. The Company determi nes the fair value of acquired intangible assets based on detailed valuations that use certain information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. Determining the fair value of these intangible assets acquired as part of a business combination requires the Company to make significant estimates. These estimates include the amount and timing of projected future cash flows, the discount rate used to discount those cash flows to present value, the assessment of the asset’s life cycle, and the consideration of legal, technical, regulatory, economic, and competitive risks. The fair value assigned to other intangible assets is determined by estimating the future cash flows of each project or technology and discounting the net cash flows back to their present values. The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. Acquired IPR&D is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. The Company uses the income approach to determine the fair value of developed technology and IPR&D acquired in a business combination. This approach determines fair value by estimating the after-tax cash flows attributable to the respective asset over its useful life and then discounting these after-tax cash flows back to a present value. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each product including net revenues, cost of sales, R&D costs, selling and marketing costs, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream. The Company also uses the income approach, as described above, to determine the estimated fair value of certain other identifiable intangible assets including customer relationships, trade names and business licenses. Customer relationships represent established relationships with customers, which provide a ready channel for the sale of additional products and services. Trade names represent acquired company and product names. IPR&D acquired in a business combination is capitalized as an indefinite-lived intangible asset. Development costs incurred after the acquisition are expensed as incurred. Upon receipt of regulatory approval, the indefinite-lived intangible asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis or accelerated basis, as appropriate, over its estimated useful life. If the research and development project is subsequently abandoned, the indefinite-lived intangible asset is charged to expense. IPR&D acquired outside of a business combination is expensed immediately. Due to the uncertainty associated with research and development projects, there is risk that actual results will differ materially from the original cash flow projections and that the research and development project will result in a successful commercial product. The risks associated with achieving commercialization include, but are not limited to, delay or failure to obtain regulatory approvals to conduct clinical trials, delay or failure to obtain required market clearances, delays or issues with patent issuance, or validity and litigation. If the acquired net assets do not constitute a business under the acquisition method of accounting, the transaction is accounted for as an asset acquisition and no goodwill is recognized. In an asset acquisition, the amount allocated to acquired IPR&D with no alternative future use is charged to expense at the acquisition date. Payments that would be recognized as contingent consideration in a business combination are recognized when probable in an asset acquisition. Refer to Note 4, Acquisitions and Divestitures for more information. GOODWILL AND OTHER INTANGIBLE ASSETS The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization but is reviewed for impairment at the reporting unit level annually, or more frequently if impairment indicators arise. The Company's assessment of the recoverability of goodwill is based upon a comparison of the carrying value of goodwill with its estimated fair value. The Company reviews goodwill for impairment in the third quarter every year in accordance with ASC Topic 350, Intangibles - Goodwill and Other ("ASC Topic 350") and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Refer to Note 7, Goodwill and Other Intangibles for more information. The Company has two reportable segments with three underlying reporting units. Refer to Note 16, Segment and Geographic Information for more information on reportable segments. Other intangible assets include patents, trademarks, purchased technology, and supplier and customer relationships. Identifiable intangible assets are initially recorded at fair market value at the time of acquisition generally using an income or cost approach. The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets and amortizes those costs over their expected useful lives. The Company tests intangible assets with indefinite lives for impairment annually in the third quarter in accordance with ASC Topic 350. Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of an indefinite lived intangible asset below its carrying amount. The Company tests for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of the intangible asset is less than its carrying amount. The Company may elect to bypass this qualitative evaluation and perform a quantitative test. Product rights and other definite-lived intangible assets are tested periodically for impairment in accordance with ASC Topic 360 when events or changes in circumstances indicate that an asset's carrying value may not be recoverable. The impairment testing involves comparing the carrying amount of the asset or asset group to the forecasted undiscounted future cash flows. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and impairment exists. An impairment loss is measured as the excess of the asset's carrying value over its fair value, calculated using discounted future cash flows. The computed impairment loss is recognized in the period that the impairment occurs. LONG-LIVED ASSETS Long-lived assets held and used by the Company, including property, plant and equipment, intangible assets, and leases are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets to be held and used, a recoverability test is performed using projected undiscounted net cash flows applicable to the long-lived assets. If an impairment exists, the amount of such impairment is calculated based on the estimated fair value of the asset. Impairments to long-lived assets to be disposed of are recorded based upon the difference between the carrying value and the fair value of the applicable assets. INTEGRA FOUNDATION The Company may periodically make contributions to the Integra Foundation, Inc. The Integra Foundation was incorporated in 2002 exclusively for charitable, educational, and scientific purposes and qualifies under IRC 501(c)(3) as an exempt private foundation. Under its charter, the Integra Foundation engages in activities that promote health, the diagnosis and treatment of disease, and the development of medical science through grants, contributions and other appropriate means. The Integra Foundation is a separate legal entity and is not a subsidiary of the Company; therefore, its results are not included in these consolidated financial statements. The Company made no contributions to the Integra Foundation during the years ended December 31, 2023 and 2022 and $1.2 million during the year ended December 31, 2021. These contributions were recorded in selling, general, and administrative expense. DERIVATIVES The Company develops, manufactures, and sells medical devices globally and its earnings and cash flows are exposed to market risk from changes in interest rates and currency exchange rates. The Company addresses these risks through a risk management program that includes the use of derivative financial instruments and operates the program pursuant to documented corporate risk management policies. All derivative financial instruments are recognized in the financial statements at fair value in accordance with the authoritative guidance. Under the guidance, for those instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation, based on the exposure being hedged. 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, further, on the type of hedging relationship. The Company's derivative instruments do not subject its earnings or cash flows to material risk, and gains and losses on these derivatives generally offset losses and gains on the item being hedged. The Company has not entered into derivative transactions for speculative purposes. From time to time, the Company may enter into derivatives that are not designated as hedging instruments in order to protect itself from currency volatility due to intercompany balances. All derivative instruments are recognized at the fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by the authoritative guidance, by considering the estimated amount the Company would receive to sell or transfer these instruments at the reporting date and by taking into account expected forward interest rates, currency exchange rates, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company utilizes a discounted cash flow model to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The Company has classified all of its derivative assets and liabilities within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of its derivative instruments. The Company classifies derivatives designated as hedges in the same category as the item being hedged for cash flow presentation purposes. The Company entered into foreign currency forward and foreign currency swap contracts that are not designated as hedging instruments for accounting purposes. These contracts are recorded at fair value, with the changes in fair value recognized into other income, net, on the consolidated financial statements. Refer to Note 6, Derivative Instruments for more information. FOREIGN CURRENCY All assets and liabilities of foreign subsidiaries which have a functional currency other than the U.S. dollar are translated at the rate of exchange at year-end, while elements of the income statement are translated at the average exchange rates in effect during the year. The net effect of these translation adjustments is shown as a component of accumulated other comprehensive income (loss). These currency translation adjustments are not currently adjusted for income taxes as they relate to permanent investments in non-U.S. subsidiaries. Foreign currency transaction net losses of $4.4 million, net losses of $3.3 million, and net gains of less than $0.1 million are reported in other income, net in the statements of operations, for the year ended December 31, 2023, 2022 and 2021, respectively. INCOME TAXES Income taxes are accounted for by using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. Reserves are established for positions that don't meet this recognition threshold. The reserve is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. These reserves are classified as long-term liabilities in the consolidated balance sheets of the Company, unless the reserves are expected to be paid in cash during the next twelve months, in which case they are classified as current liabilities. The Company also records interest and penalties accrued in relation to uncertain tax benefits as a component of income tax expense. While the Company believes it has identified all reasonable exposures and the reserve it has established is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause the Company to either materially increase or reduce the carrying amount of its tax reserve. The Company continues to indefinitely reinvest substantially all of its foreign earnings unless there is a manner under which to remit the earnings without a material tax cost. The current provisional analysis indicates that the Company has sufficient U.S. liquidity, including borrowing capacity, to fund foreseeable U.S. cash needs without requiring the repatriation of foreign cash. One time or unusual items that may impact the ability or intent to keep the foreign earnings and cash indefinitely reinvested include significant U.S. acquisitions, loans from a foreign subsidiary and changes in tax laws. REVENUE RECOGNITION Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Total revenue, net, includes product sales, product royalties and other revenues, such as fees received from services. For products shipped with FOB shipping point terms, the control of the product passes to the customer at the time of shipment. For shipments in which the control of the product is transferred when the customer receives the product, the Company recognizes revenue upon receipt by the customer. Certain products that the Company produces for private label customers have no alternative use and the Company has a right of payment for performance to date. Revenues from those products are recognized over the period that the Company manufactures these products, which is typically one month to three months. The Company uses the input method to measure the manufacturing activities completed to date, which depicts the progress of the Company's performance obligation of transferring control of goods being manufactured for private label customers. A portion of the Company's product revenue is generated from consigned inventory maintained at hospitals and distributors, and also from inventory physically held by field sales representatives. For these types of products sales, the Company retains control until the product has been used or implanted, at which time revenue is recognized. Revenues from sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. For product sales, invoices are generally issued upon the transfer of control (or upon the completion of the manufacturing in the case of the private label transactions recognized over time) and are typically payable 30 days after the invoice date. The Company performs a review of each specific customer's creditworthiness and ability to pay prior to acceptance as a customer. Further, the Company performs periodic reviews of its customers' creditworthiness prospectively. Refer to Note 3, Revenue From Contracts With Customers for more information. The Company also maintains a provision for estimated returns and allowances in the same period that the related revenue is recorded. This reserve is based upon an analysis of actual credit memos issued for pricing issues or returned goods over an extended period, as well as assumptions about outstanding accounts receivable and judgment in interpreting the data. RESEARCH AND DEVELOPMENT Research and development costs, including salaries, depreciation, consultant and other external fees, and facility costs directly attributable to research and development activities, are expensed in the period in which they are incurred. EMPLOYEE TERMINATION BENEFITS The Company does not have a written severance plan, but has a history of providing benefits for employees in the case of involuntary termination. In situations outside the US, there are minimum statutory termination benefits requirements by country that must be paid to the affected employees. The Company records employee severance costs associated with these restructuring activities in accordance with the authoritative guidance for non-retirement post-employment benefits. Charges associated with these activities are recorded when the payment of benefits is probable and can be reasonably estimated. In situations where the Company pays out termination benefits in excess of statutory minimum amounts based on management's discretion, the Company records these termination costs once communication is made to the affected employees. The timing of the recognition of charges for employee severance costs other than minimum statutory benefits depends on whether the affected employees are required to render service beyond their legal notification period in order to receive the benefits. If affected employees are required to render service beyond their legal notification period, charges are recognized over the future service period. Otherwise, charges are recognized when management has approved a specific plan and employee communication requirements have been met. The Company incurred employee termination costs on sales force restructuring activities in the consolidated statement of operations for the year ended December 31, 2023. In addition, the Company incurred employee termination costs on restructuring activities associated with a closure of a manufacturing facility in France and other reorganization projects in the consolidated statement of operations for the year ended December 31, 2022. The following table summarizes the restructuring related accrual balances included within accrued expenses and other current liabilities in the consolidated balance sheet for the year ended December 31, 2023 and 2022. Years Ended December 31, (Dollars in thousands) 2023 2022 Balance, beginning of the year $ 5,107 $ 10,226 Charges: Cost of Goods Sold — 1,494 Research and development — 72 Selling, general and administrative 1,048 5,582 Payments and other adjustments (4,042) (12,267) Balance, end of the year $ 2,113 $ 5,107 STOCK-BASED COMPENSATION Relevant authoritative guidance requires companies to recognize the expense related to the fair value of their stock-based compensation awards. Stock-based compensation expense for stock option awards are based on the grant date fair value using the binomial distribution model. The Company recognizes compensation expense for stock option awards, restricted stock awards, performance stock awards and contract stock awards over the requisite service period of the award. All excess tax benefits and taxes and tax deficiencies from stock-based compensation are included in provision for income taxes in the consolidated statement of operations. Refer to Note 9, Stock-based Compensation for more information. PENSION BENEFITS The Company maintains defined benefit pension plans that cover certain employees in France, Japan, Germany and Switz |
REVENUES FROM CONTRACTS WITH CU
REVENUES FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES FROM CONTRACTS WITH CUSTOMERS | REVENUES FROM CONTRACTS WITH CUSTOMERS Summary of Accounting Policies on Revenue Recognition Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Performance Obligations The Company's performance obligations consist mainly of transferring control of goods and services identified in the contracts, purchase orders, or invoices. The Company has no significant multi-element contracts with customers. Significant Estimates Usage-based royalties and licenses are estimated based on the provisions of contracts with customers and recognized in the same period that the royalty-based products are sold by the Company's strategic partners. The Company estimates and recognizes royalty revenue based upon communication with licensees, historical information, and expected sales trends. Differences between actual reported licensee sales and those that were estimated are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant. The Company estimates returns, price concessions, and discount allowances using the expected value method based on historical trends and other known factors. Rebate allowances are estimated using the most likely method based on each customer contract. The Company's return policy, as set forth in its product catalogs and sales invoices, requires review and authorization in advance prior to the return of product. Upon the authorization, a credit will be issued for the goods returned within a set amount of days from the shipment, which is generally 90 days. Due to the voluntary recall in 2023 of all products manufactured at the Boston facility, including Primatrix®, Surgimend®, Revize™, and TissueMend™, the Boston recall, the Company recorded a total of $18.7 million provision for product returns, as a reduction of net revenue, and has credited $9.9 million to customers during the year ended December 31, 2023. As of December 31, 2023, the return reserve was $8.8 million. The Company disregards the effects of a financing component if the Company expects, at contract inception, that the period between the transfer and customer payment for the goods or services will be one year or less. The Company has no significant revenues recognized on payments expected to be received more than one year after the transfer of control of products or services to customers. Contract Asset and Liability Revenues recognized from the Company's private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the prepaid expenses and other current assets account in the consolidated balance sheet. Upon invoicing to the customer, the balance is recorded in trade receivable, net in the consolidated balance sheet. Other operating revenues may include fees received under service agreements. Non-refundable fees received under multiple-period service agreements are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in the future periods is recognized as a contract liability. The following table summarized the changes in the contract asset and liability balances for the year ended December 31, 2023: Dollars in thousands Total Contract Asset Contract asset, January 1, 2023 $ 10,122 Transferred to trade receivable from contract asset included in beginning of the year contract asset (7,743) Written off from beginning of the year contract asset due to Boston recall (2,379) Contract asset, net of transferred to trade receivables on contracts during the period 9,233 Contract asset, December 31, 2023 $ 9,233 Contract Liability Contract liability, January 1, 2023 $ 16,127 Recognition of revenue included in beginning of year contract liability (6,834) Contract liability, net of revenue recognized on contracts during the period 6,951 Foreign currency translation 8 Contract liability, December 31, 2023 $ 16,252 At December 31, 2023, the short-term portion of the contract liability of $8.5 million and the long-term portion of $7.7 million is included in current liabilities and other liabilities, respectively, in the consolidated balance sheet. As of December 31, 2023, the Company is expected to recognize revenue from unsatisfied or partially satisfied performance obligations of approximately $8.5 million in 2024, $4.2 million in 2025, $2.1 million in 2026, $1.1 million in 2027, $0.2 million in 2028, and $0.1 million thereafter. Shipping and Handling Fees The Company elected to account for shipping and handling activities as a fulfillment cost rather than a separate performance obligation. Amounts billed to customers for shipping and handling are included as part of the transaction price and recognized as revenue when control of underlying products is transferred to the customer. The related shipping and freight charges incurred by the Company are included in the cost of goods sold. Product Warranties Certain of the Company's medical devices, including monitoring systems and neurosurgical systems, are designed to operate over long periods of time. These products are sold with warranties which may extend for up to two years from the date of purchase. The warranties are not considered a separate performance obligation. The Company estimates its product warranties using the expected value method based on historical trends and other known factors. The Company includes them in accrued expenses and other current liabilities in the consolidated balance sheet. Taxes Collected from Customers The Company elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer. Disaggregated Revenue The following table presents revenues disaggregated by the major sources of revenues for years-ended December 31, 2023, 2022 and 2021 (dollar amounts in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 Neurosurgery $ 818,101 $ 794,017 $ 802,959 Instruments 240,892 225,547 222,273 Total Codman Specialty Surgical 1,058,993 1,019,564 1,025,232 Wound Reconstruction and Care (1)(2) 373,986 406,689 392,463 Private Label 108,594 131,413 124,753 Total Tissue Technologies 482,580 538,102 517,216 Total revenue $ 1,541,573 $ 1,557,666 $ 1,542,448 (1) See Note 4. Acquisitions and Divestitures, for details around the ACell and SIA acquisitions. (2) On August 31, 2022, the Company completed the sale of its non-core traditional wound care ("TWC") business. See Note 4, Acquisitions and Divestitures See Note 16, Segment and Geographical Information , for details of revenues based on the location of the customer. |
ACQUISITIONS AND DIVESTITURES
ACQUISITIONS AND DIVESTITURES | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS AND DIVESTITURES | ACQUISITIONS AND DIVESTITURES Surgical Innovation Associates, Inc. Acquisition On December 6, 2022, the Company completed its acquisition of Surgical Innovation Associates, Inc. ("SIA") for an acquisition purchase price of $51.5 million (the "SIA Acquisition") plus contingent consideration of up to $90.0 million. In addition to the purchase price, the acquisition includes two separate contingent considerations payments, which are dependent on 1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $50.0 million in additional payments), as well as 2) the approval by the FDA of the Premarket Approval (“PMA”) Application for DuraSorb for certain uses by certain timing targets (up to $40.0 million in additional payments). SIA's core technology, DuraSorb, is a fully resorbable scaffold of a globally accepted polymer, which is cleared for use in hernia repair, abdominal wall, and other soft tissue reinforcement. DuraSorb sales will be reported within Integra’s Tissue Technologies segment as part of its Wound Reconstruction and Care franchise. Assets Acquired and Liabilities Assumed at Fair Value The SIA Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired, and liabilities assumed in a business combination to be recognized at their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Dollars in thousands Final Valuation Weighted Average Life Current assets: Cash $ 4,438 Trade accounts receivable, net 1,551 Inventories, net 2,900 Prepaid expenses and other current assets 1,654 Total current assets $ 10,543 Intangible assets 75,000 14 years Goodwill 41,380 Total assets acquired $ 126,923 Current liabilities: Accounts payable and accrued expenses $ 2,044 Total current liabilities $ 2,044 Deferred Tax Liability 11,325 Contingent consideration 57,607 Total liabilities assumed 70,976 Net assets acquired $ 55,947 Developed Technology The estimated fair value of the developed technology was determined using the multi-period excess earnings method of the income approach, which estimates value based on the present value of future economic benefits. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each product including net revenues, cost of sales, R&D costs, selling and marketing costs, working capital, and contributory asset charges, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of the asset’s life cycle, and competitive trends impacting the asset and the cash flow stream. The Company used a discount rate of 18% to arrive at the present value for the acquired intangible assets to reflect the rate of return a market participant would expect to earn and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. Goodwill The Company allocated goodwill related to the SIA Acquisition to the Tissue Technologies segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company and assembled workforce. A key factor that contributes to the recognition of goodwill, and a driver for the Company’s acquisition of SIA, is the attractive growth opportunities presented by the surgical matrix business in the breast reconstruction market. Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes. Contingent Consideration The Company determines the acquisition date fair value of contingent consideration obligations based on a probability-weighted income approach derived from revenue estimates and a probability assessment with respect to the likelihood of achieving contingent obligations. The fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement as defined using the fair value concepts in ASC 820. The resulting most likely payouts are discounted using an appropriate effective annual interest rate. At each reporting date, the contingent consideration obligation will be revalued to estimated fair value and changes in fair value will be reflected as income or expense in the consolidated statement of operations. Changes in the fair value of the contingent considerations may result from changes in discount periods and rates and changes in the timing and amount of revenue estimates. Changes in assumptions utilized in the contingent consideration fair value estimates could result in an increase in the contingent consideration obligation and a corresponding charge to operating results. As part of the acquisition, the Company is required to pay to the shareholder of SIA up to $90.0 million for two separate payments, which are dependent on 1) achieving certain revenue-based performance milestones in 2023, 2024, and 2025 (up to $50.0 million in additional payments), as well as 2) the approval by the FDA of the PMA for DuraSorb for certain uses by certain timing targets (up to $40.0 million in additional payments). The Company used iterations of the Monte Carlo simulation to calculate the fair value of the contingent consideration for the revenue-based milestone that considered the possible outcomes of scenarios related to each specific milestone for the revenue based performance milestone. The Company used probabilities of achieving the conditions to calculate the fair value of the contingent consideration for the PMA approval milestone. For the twelve-month period ended December 31, 2023, the company estimates the fair value of contingent consideration for the revenue based milestone to be $41.8 million and PMA approval to be $26.9 million. This is compared to $32.6 million and $25.0 million, respectively at the acquisition date. Deferred Tax Liabilities Deferred tax liabilities result from identifiable intangible assets’ fair value adjustments. These adjustments create excess book basis over tax basis which is tax-effected by the statutory tax rates of applicable jurisdictions. Sale of non-core traditional wound care business On August 31, 2022, the Company completed its sale of its non-core traditional wound care ("TWC") business to Gentell, LLC ("Gentell") for $28.8 million, which consists of $27.8 million in cash plus $1.0 million in contingent consideration which may be received upon achieving certain revenue-based performance milestones two years after the closing date. The proceeds from the sale of the TWC business of $27.8 million is presented in the consolidated statement of cash flows net of cash transferred of $3.5 million and other transaction fees. The transaction included the sale of the Company's TWC products, such as sponges, gauze and conforming bandages, and certain advanced wound care dressings, such as supportive, calcium alginate, hydrogel, and foam dressings. The divestiture did not represent a strategic shift that had a major effect on the Company's operations and financial statements. Goodwill was allocated to the assets and liabilities divested using the relative fair value method of the TWC business to the Company's Tissue Technologies reportable business segment. In connection with the sale, the Company recognized $0.6 million as a gain from the sale of the business in the consolidated statement of operations for the year ended December 31, 2022. The transaction is subject to final working capital adjustments. In addition to the purchase and sale agreement, the Company also entered into a contract manufacturing agreement with Gentell. Under the terms of the agreement, Gentell received inventory, equipment, and tooling to manufacture certain MediHoney® and TCC-EZ® products on behalf of the Company. On the close date of this transaction, the Company transferred all inventory associated with these products to Gentell and recognized an asset of $11.1 million, as a form of a deposit for the inventory transferred, which based on the expected timing of inventory purchases, was primarily included within prepaid expenses and other current assets in the consolidated balance sheet. This deposit will be utilized by the Company on future orders placed to Gentell for such products. As of December 31, 2023, the Company had a deposit remaining of $0.4 million which is included in prepaid assets. In addition, there are outstanding balances related to the Company's ongoing purchase of MediHoney® and TCC-EZ® products subsequent to the close of the TWC divestiture.. Definitive Agreement to Acquire Acclarent Inc. In December 2023, the Company entered into a definitive agreement to acquire Acclarent, Inc. from Ethicon, Inc., a Johnson & Johnson MedTech company for $275 million in cash at closing, subject to customary purchase price adjustments, and an additional $5 million upon the achievement of certain regulatory milestones. Acclarent is an innovator and market leader in Ear, Nose, Throat ("ENT") procedures and upon closing, Integra will be one of the leading providers of ENT products and technologies. The transaction is expected to close by the second quarter of 2024 . Sale of Extremity Orthopedics Business On January 4, 2021, the Company completed the sale of its Extremity Orthopedics business to Smith & Nephew USD Limited ("Smith & Nephew"). The transaction included the sale of the Company's upper and lower Extremity Orthopedics product portfolio, including ankle and shoulder arthroplasty and hand and wrist product lines. The Company received an aggregate purchase price of $240.0 million from Smith & Nephew and concurrently paid $41.5 million to the Consortium of Focused Orthopedists, LLC ("CFO") effectively terminating the licensing agreement between Integra and CFO relating to the development of shoulder arthroplasty products. The divestiture did not represent a strategic shift that had a major effect on the Company's operations and financial statements. Goodwill was allocated to the assets and liabilities divested using the relative fair value method of the Extremity Orthopedics business to the Company's Tissue Technologies reporting unit. In connection with the sale, the Company recognized a gain of $41.8 million that is presented in Gain from the sale of business in the consolidated statement of operations for the year ended December 31, 2021. The Company finalized the net working capital to Smith & Nephew as of December 31, 2021. ACell, Inc. Acquisition On January 20, 2021, the Company acquired ACell, Inc. (the "ACell Acquisition") for an acquisition purchase price of $306.9 million plus contingent considerations of up to $100 million, that may be payable upon achieving certain revenue-based performance milestones in 2022, 2023 and 2025. The final working capital adjustments of $1.3 million was finalized and paid as of June 30, 2021. ACell was a privately-held company that offered a portfolio of regenerative products for complex wound management, including developing and commercializing products based on MatriStem Urinary Bladder Matrix, a technology platform derived from porcine urinary bladder extracellular matrix. Assets Acquired and Liabilities Assumed at Fair Value The ACell Acquisition has been accounted for using the acquisition method of accounting. This method requires that assets acquired and liabilities assumed in a business combination are recognized at their fair values as of the acquisition date. The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date: Dollars in thousands Final Valuation Weighted Average Life Current assets: Cash $ 2,726 Trade accounts receivable, net 16,469 Inventories, net 18,299 Prepaid expenses and other current assets 1,498 Total current assets $ 38,992 Property, plant and equipment, net 13,769 Intangible assets 245,000 13-14 years Goodwill 94,147 Right of use asset - operating leases 9,259 Deferred tax assets 7,465 Other assets 148 Total assets acquired $ 408,780 Current liabilities: Accounts payable $ 718 Accrued expenses 5,966 Current portion of lease liability - operating leases 1,673 Total current liabilities $ 8,357 Other long-term liability 276 Lease liability - operating leases 7,585 Deferred tax liability 61,724 Contingent consideration 23,900 Total liabilities assumed 101,842 Net assets acquired $ 306,938 Intangible Assets The estimated fair value of the developed technology acquired was determined using the multi-period excess earnings method of the income approach, which estimates value based on the present value of future economic benefits. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each product including net revenues, cost of sales, R&D costs, selling and marketing costs, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream. The Company used a discount rate of 8.5% to arrive at the present value for the acquired intangible assets to reflect the rate of return a market participant would expect to earn and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. Goodwill The Company allocated goodwill related to the ACell acquisition to the Tissue Technologies segment. Goodwill is the excess of the consideration transferred over the net assets recognized and represents the expected synergies of the combined company and assembled workforce. Goodwill recognized as a result of this acquisition is non-deductible for income tax purposes. Contingent Consideration As part of the acquisition of ACell (the "ACell Acquisition"), the Company is required to make payments to the former shareholders of ACell up to $50 million based on the achievement by the Company of certain revenue-based performance milestones in 2023 and $50 million in 2025. The 2023 milestone was not achieved, leaving only one contingent milestone remaining. The Company used iterations of the Monte Carlo simulation to calculate the fair value of the contingent consideration that considered the possible outcomes of scenarios related to each specific milestone. For the twelve-month period ended December 31, 2023, the company estimates the fair value of the contingent obligation to be $0.3 million. This is compared to $23.9 million at the acquisition date, and $3.7 million at December 31, 2022. Deferred Tax Liabilities Deferred tax liabilities result from identifiable intangible assets’ fair value adjustments. These adjustments create excess book basis over tax basis which is tax-effected by the statutory tax rates of applicable jurisdictions. |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Amendment to the Seventh Amended and Restated Senior Credit Agreement On March 24, 2023, the Company entered into the seventh amendment and restatement (the "March 2023 Amendment") of the Senior Credit Facility (the "Senior Credit Facility") with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent. The March 2023 Amendment extended the maturity date to March 24, 2028, amended the contractual repayments of the term loan component, and amended the interest rate from LIBOR to SOFR-indexed interest. The Company continues to have the aggregate principal amount of up to approximately $2.1 billion available to it through the following facilities: (i) a $775.0 million term loan facility, and (ii) a $1.3 billion revolving credit facility, which includes a $60 million sublimit for the issuance of standby letters of credit and a $60 million sublimit for swingline loans. The Company’s maximum consolidated total leverage ratio in the financial covenants (as defined in the Senior Credit Facility) is the following: Fiscal Quarter Ending Maximum Consolidated Total Leverage Ratio March 31, 2023 through December 31, 2024 4.50 to 1.00 March 31, 2025 through June 30, 2026 4.25 to 1.00 September 30, 2026 and the last day of each fiscal quarter thereafter 4.00 to 1.00 Borrowings under the Senior Credit Facility bear interest, at the Company’s option, at a rate equal to the following: i. Term SOFR in effect from time to time plus 0.10% plus the applicable rate (ranging from 1.00% to 1.75%), or ii. the highest of: 1. the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50% 2. the prime lending rate of Bank of America, N.A. or 3. the one-month Term SOFR plus 1.00% The applicable rates are based on the Company’s consolidated total leverage ratio (defined as the ratio of (a) consolidated funded indebtedness as of such date less cash that is not subject to any restriction on the use or investment thereof to (b) consolidated EBITDA (as defined by the amended Seventh Amended and Restated Credit Agreement (the "Credit Agreement")), for the period of four consecutive fiscal quarters ending on such date). The Company will pay an annual commitment fee (ranging from 0.15% to 0.30%), based on the Company's consolidated total leverage ratio, on the amount available for borrowing under the revolving credit facility. The Senior Credit Facility is collateralized by substantially all of the assets of the Company’s U.S. subsidiaries, excluding intangible assets. The Senior Credit Facility is subject to various financial and negative covenants and at December 31, 2023, the Company was in compliance with all such covenants. The Company capitalized $7.6 million deferred financing costs in connection with the modification of the Senior Credit Facility and wrote off $0.2 million of previously capitalized financing costs during the year ended 2023. There was $70.0 million outstanding at December 31, 2023 under the revolving portion of the Senior Credit Facility at a weighted average interest rate of 6.8%. As of December 31, 2022 , there was no balance outstanding under the revolving portion of the Senior Credit Facility. At December 31, 2023 and 2022, there was $775.0 million outstanding under the Term Loan component of the Senior Credit Facility at weighted average interest rate of 6.8% and 5.6% , respectively. At December 31, 2023 and 2022, there was $14.5 million and $38.1 million, respectively, of the Term Loan component of the Senior Credit Facility was classified as current on the consolidated balance sheets. The fair value of outstanding borrowings of the Senior Credit Facility's Term Loan components at December 31, 2023 was $762.9 million . This fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair value hierarchy. Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly, and are other than active market observable inputs that reflect unadjusted quoted prices for identical assets or liabilities Letters of credit outstanding as of December 31, 2023 and 2022 totaled $1.7 million, and $1.6 million respectively. Ther e were no amounts drawn as of December 31, 2023. Contractual repayments of the Term Loan component of the Senior Credit Facility are due as follows: Year Ended December 31, 2023 Principal Repayment Dollars in thousands 2024 $ 14,531 2025 $ 33,906 2026 $ 38,750 Thereafter $ 687,813 $ 775,000 Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $52.4 million in 2024, $50.5 million in 2025, $47.9 million in 2026, and $54.7 million thereafter. Interest is calculated on the term loan portion of the Senior Credit Facility based on SOFR plus the certain amounts set forth in the Credit Agreement. As the revolving credit facility and Securitization Facility (defined below) can be repaid at any time, no interest has been included in the calculation. Any outstanding borrowings on the revolving credit component of the Senior Credit Facility is due on March 24, 2028. Convertible Senior Notes On February 4, 2020, the Company issued $575.0 million aggregate principal amount of its 0.5% Convertible Senior Notes due 2025 (the "2025 Notes"). The 2025 Notes will mature on August 15, 2025 and bear interest at a rate of 0.5% per annum payable semi-annually in arrears, unless earlier converted, repurchased or redeemed in accordance with the terms of the 2025 Notes. The 2025 Notes are senior, unsecured obligations of the Company, and are convertible into cash and shares of its common stock based on initial conversion rate, subject to adjustment of 13.5739 shares per $1,000 principal amounts of the 2025 Notes (which represents an initial conversion price of $73.67 per share). The 2025 Notes convert only in the following circumstances: (1) if the closing price of the Company's common stock has been at least 130% of the conversion price during the period; (2) if the average trading price per $1,000 principal amount of the 2025 Notes is less than or equal to 98% of the average conversion value of the 2025 Notes during a period as defined in the indenture; (3) if the Company calls the notes for optional redemption as defined in the indenture; or (4) if specified corporate transactions occur. As of December 31, 2023, none of these conditions existed with respect to the 2025 Notes and as a result the 2025 Notes are classified as long term. On December 9, 2020, the Company entered into the First Supplemental Indenture to the original agreement dated as of February 4, 2020 between the Company and Citibank, N.A., as trustee, governing the Company’s outstanding 2025 Notes. The Company irrevocably elected (1) to eliminate the Company’s option to choose physical settlement on any conversion of the 2025 Notes that occurs on or after the date of the First Supplemental Indenture and (2) with respect to any Combination Settlement for a conversion of the 2025 Notes, the Specified Dollar Amount that will be settled in cash per $1,000 principal amount of the 2025 Notes shall be no lower than $1,000. Holders of the Notes will have the right to require the Company to repurchase for cash all or a portion of their Notes at 100% of their principal amount, plus any accrued and unpaid interest, upon the occurrence of a fundamental change (as defined in the indenture relating to the Notes). The Company will also be required to increase the conversion rate for holders who convert their Notes in connection with certain fundamental changes occurring prior to the maturity date or following delivery by the Company of a notice of redemption. In connection with the issuance of the 2025 Notes, the Company entered into call transactions and warrant transactions, primarily with affiliates of the initial purchasers of the 2025 Notes (the “hedge participants”). The cost of the call transactions was $104.2 million for the 2025 Notes. The Company received $44.5 million of proceeds from the warrant transactions for the 2025 Notes. The call transactions involved purchasing call options from the hedge participants, and the warrant transactions involved selling call options to the hedge participants with a higher strike price than the purchased call options. The initial strike price of the call transactions was $73.67, subject to anti-dilution adjustments substantially similar to those in the 2025 Notes. The initial strike price of the warrant transactions was $113.34 for the 2025 Notes, subject to customary anti-dilution adjustments. At December 31, 2023 , the carrying amount of the liability was $575.0 million. The fair value of the 2025 Notes at December 31, 2023 wa s $541.2 million. Factors that the Company considered when estimating the fair value of the 2025 Notes included recent quoted market prices or dealer quote. The level of the 2025 Notes is considered as Level 1. Securitization Facility On December 15, 2023, the Company entered into an amendment (the "December 2023 Amendment") of the Securitization Facility which extended the maturity date from May 28, 2024 to December 15, 2026. The company incurred approximately $0.3 million of new issuance costs associated with the amendment which will be amortized over 3 years, the length of the agreement. Due to the increase in borrowing capacity, the remaining $0.1 million of unamortized costs from the previous agreement will be amortized over the length of the amended agreement, 3 years. In addition, on April 17, 2023 the company entered into an amendment (the "April 2023 Amendment") of the Securitization Facility and amended the interest rate from LIBOR to SOFR indexed rate. The December 2023 and April 2023 Amendments do not increase the Company’s total indebtedness. During the fourth quarter of 2018, the Company entered into an accounts receivable securitization facility (the "Securitization Facility") under which accounts receivable of certain domestic subsidiaries are sold on a non-recourse basis to a special purpose entity (“SPE”), which is a bankruptcy-remote, consolidated subsidiary of the Company. Accordingly, the assets of the SPE are not available to satisfy the obligations of the Company or any of its subsidiaries. From time to time, the SPE may finance such accounts receivable with a revolving loan facility secured by a pledge of such accounts receivable. The amount of outstanding borrowings on the Securitization Facility at any one time is limited to $150.0 million. The Securitization Facility Agreement ("Securitization Agreement") governing the Securitization Facility contains certain covenants and termination events. An occurrence of an event of default or a termination event under this Securitization Agreement may give rise to the right of its counterparty to terminate this facility. As of December 31, 2023, the Company was in compliance with the covenants and none of the termination events had occurred. At December 31, 2023 and 2022, the Company had $89.2 million and $104.7 million, of outstanding borrowings under its Securitization Facility at a weighted average interest rate of 5.9% and 5.0%, respectively. The fair value of the outstanding borrowing of the Securitization Facility at December 31, 2023 was $87.1 million. These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company. These inputs are corroborated by observable market data for similar liabilities and therefore classified within Level 2 of the fair value hierarchy. Level 2 inputs represent inputs that are observable for the asset or liability, either directly or indirectly, and are other than active market observable inputs that reflect unadjusted quoted prices for identical assets or liabilities. |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS Interest Rate Hedging The Company’s interest rate risk relates to U.S. dollar denominated variable interest rate borrowings. The Company uses interest rate swap derivative instruments to manage earnings and cash flow exposure resulting from changes in interest rates. These interest rate swaps apply a fixed interest rate on a portion of the Company's expected SOFR-indexed borrowings. In connection with the March 2023 Amendment to the Senior Credit Facility, the Company amended its interest rate from LIBOR to SOFR-indexed interest. In March 2023, the Company entered into a basis swap where the Company receives Term SOFR and pays daily compounded SOFR to convert the portfolio of swaps from daily compounded SOFR to term SOFR. The Company held the following interest rate swaps as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2023 Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value Asset (Liability) 1-month Term SOFR Loan 150,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 2,105 1-month Term SOFR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 4,978 1-month Term SOFR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 1,349 1-month Term SOFR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.199 % 1,312 1-month Term SOFR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.209 % 1,346 1-month Term SOFR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.885 % 3,015 1-month Term SOFR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.867 % 3,052 1-month Term SOFR Loan 575,000 December 15, 2020 July 31, 2025 December 31, 2027 1.415 % 22,965 1-month Term SOFR Loan 125,000 December 15, 2020 July 1, 2025 December 31, 2027 1.404 % 5,263 Basis Swap (1) — March 31, 2023 March 24, 2023 December 31, 2027 N/A (1,829) $ 1,475,000 $ 43,556 (1) The notional of the basis swap amortizes to match the total notional of the interest rate swap portfolio over time December 31, 2022 December 31, 2022 Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value Asset (Liability) 1-month USD LIBOR Loan 150,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 5,012 1-month USD LIBOR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 8,380 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 1,831 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.199 % 1,905 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.209 % 1,970 1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.885 % 4,252 1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.867 % 4,153 1-month USD LIBOR Loan 575,000 December 15, 2020 July 31, 2025 December 31, 2027 1.415 % 23,742 1-month USD LIBOR Loan 125,000 December 15, 2020 July 1, 2025 December 31, 2027 1.404 % 5,467 $ 1,475,000 $ 56,712 The interest rate swaps were carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in accumulated other comprehensive income (“AOCI”). For the years ended December 31, 2023 and 2022, the Company recorded gains of $4.9 million and $93.3 million, respectively, in AOCI related to the change in fair value of the interest rate swaps. For the years ended December 31, 2023 and 2022, the Company recorded a gain of $18.1 million and a loss of $7.4 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the interest rate swaps. The estimated gain that is expected to be reclassified to interest income from AOCI as of December 31, 2023 within the next twelve months is $14.1 million. The Company has designated these derivative instruments as cash flow hedges. The Company assesses the effectiveness of these derivative instruments and has recorded the changes in the fair value of the derivative instrument designated as a cash flow hedge as unrealized gains or losses in AOCI, net of tax, until the hedged item affected earnings, at which point any gain or loss was reclassified to earnings. If the hedged cash flow does not occur, or if it becomes probable that it will not occur, the Company will reclassify the remaining amount of any gain or loss on the related cash flow hedge recorded in AOCI to interest expense at that time. Foreign Currency Hedging From time to time, the Company enters into foreign currency hedge contracts intended to protect the U.S. dollar value of certain forecasted foreign currency denominated transactions. The Company assesses the effectiveness of the contracts that are designated as hedging instruments. The changes in fair value of foreign currency cash flow hedges are recorded in AOCI, net of tax. Those amounts are subsequently reclassified to earnings from AOCI as impacted by the hedged item when the hedged item affects earnings. If the hedged forecasted transaction does not occur, or if it becomes probable that it will not occur, the Company will reclassify the amount of any gain or loss on the related cash flow hedge to earnings at that time. For contracts not designated as hedging instruments, the changes in fair value of the contracts are recognized in other income, net in the consolidated statements of operation, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities. The success of the Company’s hedging program depends, in part, on forecasts of certain activity denominated in foreign currency. The Company may experience unanticipated currency exchange gains or losses to the extent that there are differences between forecasted and actual activities during periods of currency volatility. In addition, changes in currency exchange rates related to any unhedged transactions may affect earnings and cash flows. Cross-Currency Rate Swaps The objective of these cross-currency swaps is to reduce volatility of earnings and cash flows associated with changes in the foreign currency exchange rate. Under the terms of these contracts, which have been designated as cash flow hedges, the Company will make interest payments in Swiss Francs and receive interest in U.S. dollars. Upon the maturity of these contracts, the Company will pay the principal amount of the loans in Swiss Francs and receive U.S. dollars from the counterparties. On September 22, 2023, the Company amended the Swiss Franc ("CHF")-denominated intercompany loan to partially settle CHF 20.0 million and extend the termination date to September 2024 and as a result, the Company terminated the cross-currency swap designated as cash flow hedge of an intercompany loan with aggregate notional amount of $48.5 million. Simultaneously, the Company entered into a cross-currency swap agreement to hedge a notional amount of CHF 28.5 million equivalent to $31.5 million of this amended intercompany loan into U.S. dollars. The loss recorded by the Company upon the settlement of the swap was not material for the period. On December 21, 2020, the Company entered into cross-currency swap agreements to convert a notional amount of $471.6 million equivalent to 420.1 million of a CHF-denominated intercompany loan into U.S. dollars. The CHF-denominated intercompany loan was the result of an intra-entity transfer of certain intellectual property rights to a subsidiary in Switzerland completed during the fourth quarter of 2020. The intercompany loan requires quarterly payments of CHF 5.8 million plus accrued interest. As a result, the aggregate notional amount of the related cross-currency swaps will decrease by a corresponding amount. The Company held the following cross-currency rate swaps as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Pay CHF December 21, 2020 December 22, 2025 3.00% CHF 351,137 374,137 (38,324) (4,241) Receive U.S.$ 3.98% $ 394,183 420,001 Pay CHF September 28, 2022 September 29, 2023 1.95% CHF — 48,532 — (3,528) Receive U.S.$ 5.32% $ — 49,142 Pay CHF September 22, 2023 September 29, 2024 2.40% CHF 28,500 — (2,348) — Receive U.S.$ 6.27% $ 31,457 — Total $ (40,672) $ (7,769) The cross-currency swaps are carried on the consolidated balance sheet at fair value, and changes in the fair values are recorded as unrealized gains or losses in AOCI. For the years ended December 31, 2023 and 2022 the Company recorded a loss of $37.4 million and a gain of $11.1 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the losses recognized on the intercompany loans. For the years ended December 31, 2023 and 2022, the Company recorded a loss of $27.4 million and a gain of $8.8 million in AOCI, respectively, related to change in fair value of the cross-currency swaps. For the years ended December 31, 2023 and 2022, the Company recorded gains of $5.5 million and $8.4 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. The estimated loss that is expected to be reclassified to other income (expense), net from AOCI as of December 31, 2023 within the next twelve months is $4.3 million. As of December 31, 2023, the Company does not expect any gains or losses will be reclassified into earnings because the original forecasted transactions will not occur. Net Investment Hedges The Company manages certain foreign exchange risks through a variety of strategies, including hedging. The Company is exposed to foreign exchange risk from its international operations through foreign currency purchases, net investments in foreign subsidiaries, and foreign currency assets and liabilities created in the normal course of business. The Company held the following cross-currency rate swaps designated as net investment hedges as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Pay EUR October 3, 2018 September 30, 2023 —% EUR — 51,760 — 4,713 Receive U.S.$ 2.57% $ — 60,000 Pay EUR October 3, 2018 September 30, 2025 —% EUR 38,820 38,820 2,475 4,307 Receive U.S.$ 2.19% $ 45,000 45,000 Pay CHF May 26, 2022 December 16, 2028 —% CHF 288,210 288,210 (48,047) (14,663) Receive U.S.$ 1.94% $ 300,000 300,000 Pay CHF November 21, 2023 December 17, 2029 —% CHF 66,525 — (4,037) — Receive U.S.$ 2.54% $ 75,000 — Total $ (49,609) $ (5,643) The cross-currency swaps were carried on the consolidated balance sheet at fair value and changes in the fair values were recorded as unrealized gains or losses in AOCI. For the years ended December 31, 2023 and 2022, the Company recorded a loss of $30.7 million and a gain of $2.2 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps. For the years ended December 31, 2023 and 2022, the Company recorded gains of $7.8 million and $6.8 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. The estimated gain that is expected to be reclassified to interest income from AOCI as of December 31, 2023 within the next twelve months is immaterial. Foreign Currency Forward Contract The Company has entered into a hedge for forecasted intercompany purchases denominated in foreign currencies through the use of forward contracts designated as cash flow hedges. To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are included in AOCI. These changes in fair value will be recognized into earnings as a component of cost of sales when the forecasted-transaction occurs. During 2023, the Company entered into foreign currency forward contracts to mitigate the risk of foreign currency on intercompany purchases in CHF. These contracts typically settle at various dates within twelve months of execution. As of December 31, 2023 there were no outstanding foreign currency forward contracts. During the year ended December 31, 2023 the Company recorded a gain of $0.4 million in AOCI related to the change in fair value of the foreign currency forward contracts. During the year ended December 31, 2023 the company recorded a gain of $0.4 million in cost of goods sold included in the consolidated statements of operations related to the foreign currency forward contracts. Counterparty Credit Risk The Company manages its concentration of counterparty credit risk on its derivative instruments by limiting acceptable counterparties to a group of major financial institutions with investment grade credit ratings, and by actively monitoring their credit ratings and outstanding positions on an ongoing basis. Therefore, the Company considers the credit risk of the counterparties to be low. Furthermore, none of the Company’s derivative transactions are subject to collateral or other security arrangements, and none contain provisions that depend upon the Company’s credit ratings from any credit rating agency. Fair Value of Derivative Instruments The Company has classified all of its derivative instruments within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of the derivative instruments. The fair values of the interest rate swaps and cross-currency swaps were developed using a market approach based on publicly available market yield curves and the terms of the swap. The Company performs ongoing assessments of counterparty credit risk. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors including reporting unit specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its three reporting units and perform a quantitative test. The assumptions used in evaluating goodwill for impairment are subject to change and are tracked against historical results by management. The quantitative test estimates the fair value of the three reporting units using a discounted cash flow model, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty. Inputs used to fair value the Company's reporting units are considered inputs of the fair value hierarchy. For Level 3 measurements, significant increases or decreases in long-term growth rates or discount rates in isolation or in combination could result in a significantly lower or higher fair value measurement. The key assumptions impacting the valuation included the following: • The reporting unit's financial projections, which are based on management's assessment of regional and macroeconomic variables, industry trends and market opportunities, and the Company's strategic objectives and future growth plans. • The projected terminal value for the reporting unit, which represents the present value of projected cash flows beyond the last period in the discounted cash flow analysis. The terminal value reflects the Company's assumptions related to long-term growth rates and profitability, which are based on several factors, including local and macroeconomic variables, market opportunities, and future growth plans. • The discount rate used to measure the present value of the projected future cash flows is set using a weighted-average cost of capital method that considers market and industry data as well as the Company's specific risk factors that are likely to be considered by a market participant. The weighted-average cost of capital is the Company's estimate of the overall after-tax rate of return required by equity and debt holders of a business enterprise. In the second quarter of 2023, due to the Boston recall, as well as the associated drop in the Company's stock price in that quarter, the Company elected to perform a quantitative analysis, using a combination of a discounted cash flow method and guideline public company method for its TT reporting unit. The quantitative test utilized key assumptions of revenue growth rate, a terminal growth rate of 2%, a discount rate of 10%, and the range and application of the company guideline multiples. The Company determined, after performing the quantitative analysis, that the fair value of the goodwill of the reporting unit was not less than the carrying amount, with more than 20% headroom. During the third quarter of 2023, the Company elected to perform a qualitative analysis for its three reporting units. The Company determined, after performing the qualitative analysis, that there was no evidence that it is more likely than not that the fair value was less that the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test. Changes in the carrying amount of goodwill in 2023 and 2022 were as follows: Dollars in thousands Codman Specialty Surgical Tissue Technologies Total Goodwill at January 1, 2022 $ 663,428 $ 350,030 $ 1,013,458 Sale of non-core traditional wound care business — (5,019) (5,019) SIA Acquisition — 41,855 41,855 Foreign currency translation (7,209) (4,204) (11,413) Balance at December 31, 2022 $ 656,219 $ 382,662 $ 1,038,881 Sale of non-core traditional wound care business — — — SIA Acquisition — (382) (382) Foreign currency translation 10,718 6,245 16,963 Balance at December 31, 2023 $ 666,937 $ 388,525 $ 1,055,462 Other Intangible Assets The components of the Company's identifiable intangible assets were as follows: December 31, 2023 Dollars in thousands Weighted Cost Accumulated Amortization Net Completed technology 18 years $ 1,226,128 $ (448,519) $ 777,609 Customer relationships 12 years 193,895 (152,160) 41,735 Trademarks/brand names 28 years 98,892 (38,754) 60,138 Codman trade name Indefinite 174,531 — 174,531 Supplier relationships 30 years 30,211 (18,148) 12,063 All other 11 years 6,180 (4,423) 1,757 $ 1,729,837 $ (662,004) $ 1,067,833 December 31, 2022 Dollars in thousands Weighted Cost Accumulated Amortization Net Completed technology 18 years $ 1,204,325 $ (370,968) $ 833,357 Customer relationships 12 years 193,081 (144,040) 49,041 Trademarks/brand names 28 years 97,265 (34,674) 62,591 Codman trade name Indefinite 166,693 — 166,693 Supplier relationships 30 years 30,211 (17,170) 13,041 All other 11 years 5,957 (4,071) 1,886 $ 1,697,532 $ (570,923) $ 1,126,609 Intangible Assets with Indefinite Lives The Company tests intangible assets with indefinite lives for impairment annually in the third quarter in accordance with ASC Topic 350. Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a indefinite lived intangible asset below its carrying amount. The Company tests for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of the intangible asset is less than its carrying amount. The Company may elect to bypass this qualitative evaluation and perform a quantitative test. During the third quarter of 2023, the Company elected to perform a qualitative analysis for its intangible asset with indefinite lives. The Company determined, after performing the qualitative analysis, that there was no evidence that it is more likely than not that the fair value was less that the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test. Intangible Assets with Definite Lives Product rights and other definite-lived intangible assets are tested periodically for impairment in accordance with ASC Topic 360 when events or changes in circumstances indicate that an asset's carrying value may not be recoverable. The impairment testing involves comparing the carrying amount of the asset or asset group to the forecasted undiscounted future cash flows. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and impairment exists. An impairment loss is measured as the excess of the asset's carrying value over its fair value, calculated using discounted future cash flows. The computed impairment loss is recognized in the period that the impairment occurs. In the second quarter of 2023, due to the Boston recall, the Company elected to perform impairment testing on certain definite lived intangibles. The intangible components associated with the recalled products include completed technology and customer relationships with a net book value of $28.8 million and $7.6 million, respectively, as of December 31, 2023. The company used an undiscounted cash flow methodology and obtained revenue projections through the useful life of the intangibles. After performing the analysis, no impairment was noted. The Company will continue to monitor these intangibles as we return to the market and evaluate any changes that would impact our sales of these products. Amortization expense (including amounts reported in cost of product revenues) for the years ended December 31, 2023, 2022 and 2021 was $82.8 million, $78.3 million and $83.3 million, respectively. Annual amortization expense is expected to approximate $82.7 million in 2024, $82.7 million in 2025, $82.5 million in 2026, $80.6 million in 2027, $79.0 million in 2028 and $481.2 million thereafter. Amortization of product technology based intangible assets totaled $70.4 million, $64.4 million and $66.5 million for the years ended December 31, 2023, 2022 and 2021, respectively, and is presented by the Company within cost of goods sold. |
TREASURY STOCK
TREASURY STOCK | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
TREASURY STOCK | TREASURY STOCK As of December 31, 2023 and 2022, there were 12.8 million and 6.8 million shares of treasury stock outstanding with a cost of $647.3 million and $362.9 million, respectively, at a weighted average cost per share of $50.76 and $53.18, respectively. On August 15, 2023, the Company entered into a $125 million accelerated share repurchase ("August 2023 ASR") and received 2.3 million shares of the common stock at inception of the August 2023 ASR, which represented approximately 80% of the expected total shares under the August 2023 ASR. On October 18, 2023 the early exercise provision was exercised by the August 2023 ASR counterparty. The Company received an additional 0.9 million shares determined using the volume-weighted average price of the Company's common stock during the term of the August 2023 ASR. On January 26, 2023, the Company entered into a $150 million accelerated share repurchase ("January 2023 ASR") and received 2.1 million shares of common stock at inception of the January 2023 ASR, which represented approximately 80% of the expected total shares under the January 2023 ASR. The settlement of the January ASR agreement was completed in two separate transactions on April 26, 2023 and May 4, 2023, where the Company received an additional 0.30 million and 0.31 million shares respectively, determined using the volume-weighted average price of the Company's common stock during the term of the January 2023 ASR. On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law. The Act implemented a new excise tax of 1% on the net share repurchases made by the Company effective for share repurchases performed January 1, 2023, or after. The Company accrued $2.5 million of excise tax related to the two ASR agreements during 2023. On July 18, 2023, the Board of Directors authorized a new $225 million share repurchase program, replacing the existing $225 million program authorized in April 2022. A s of December 31, 2023, $100 million remained authorized . The program authorized in July 2023, and which expires on December 31, 2025, allows the Company to repurchase its shares opportunistically from time to time. The Company may utilize various methods to effect any repurchases, including open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, including accelerated share repurchases, or a combination of the foregoing, some of which may be effected through Rule 10b5-1 plans. The price and timing of any future purchases under the share repurchase program will depend on factors such as levels of cash generation from operations, the volume of stock option exercises by employees, cash requirements for acquisitions, dividends, economic and market conditions and stock price, and such repurchases may be discontinued at any time. On January 12, 2022, the Company entered into a $125 million accelerated share repurchase ("2022 ASR") and received 1.48 million shares of Company common stock at inception of the 2022 ASR, which represented approximately 80% of the expected total shares under the 2022 ASR. I n March 24, 2022, the early exercise provision was exercised by the 2022 ASR counterparty. Upon settlement on March 24, 2022, the Company received an additional 0.46 million shares determined using the volume-weighted average price of the Company's common stock during the term of the 2022 ASR. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation expense - all related to employees and members of the Board of Directors - recognized under the authoritative guidance was as follows: Years Ended December 31, Dollars in thousands 2023 2022 2021 Cost of goods sold 588 549 470 Research and development 2,071 1,739 1,644 Selling, general and administrative $ 17,483 $ 25,437 $ 34,096 Total stock-based compensation expense 20,142 27,725 36,210 Total estimated tax benefit related to stock-based compensation expense 5,223 10,574 13,804 Net effect on net income $ 14,919 $ 17,151 $ 22,406 EQUITY AWARD PLANS As of December 31, 2023, the Company had stock options, restricted stock awards, performance stock awards, contract stock awards and restricted stock unit awards outstanding under the Integra LifeSciences Holdings Corporation Fifth Amended and Restated 2003 Equity Incentive Plan (the “2003 Plan”). The 2000 and 2001 Equity Incentive Plans were terminated as of February 19, 2021, and no further awards may be issued under the plans. In May 2010 and May 2017, the stockholders of the Company approved amendments to the 2003 Plan to increase by 3.5 million and 1.7 million, respectively, the number of shares of common stock that may be issued under the 2003 Plan. The Company has reserved 4.0 million shares under each of the 2000 Plan and the 2001 Plan, and 14.7 million shares under the 2003 Plan. The Plans permit the Company to grant incentive and non-qualified stock options, stock appreciation rights, restricted stock, contract stock, performance stock, or dividend equivalent rights to designated directors, officers, employees and associates of the Company. Stock options issued under the 2003 Plan became exercisable over specified periods, generally within four years from the date of grant for officers and employees, and within one year from the date of the grant for members of the Board of Directors. The awards generally expire eight years from the grant date for employees and from six Stock Options The Company values stock option grants using the binomial distribution model. Management believes that the binomial distribution model is preferable to the Black-Scholes model because it is a more flexible model that gives consideration to the impact of non-transferability and vesting provisions in valuing employee stock options. In determining the value of stock options granted, the Company considered that it has never paid cash dividends and does not currently intend to pay cash dividends, and thus has assumed a 0% dividend yield. Expected volatilities are based on the historical volatility of the Company’s stock price. The expected life of stock options is estimated based on historical data on exercise of stock options, post-vesting forfeitures and other factors to estimate the expected term of the stock options granted. The risk-free interest rates are derived from the U.S. Treasury yield curve in effect on the date of grant for instruments with a remaining term similar to the expected life of the options. The Company accounts for forfeitures as they occur. The following weighted-average assumptions were used in the calculation of fair value: Years Ended December 31, 2023 2022 2021 Dividend yield 0% 0% 0% Expected volatility 30% 30% 29% Risk free interest rate 3.86% 2.01% 1.30% Expected life of option from grant date 7 years 7 years 7 years Weighted average grant date fair value of options granted $21.58 $23.15 $22.59 The following table summarizes the Company’s stock option activity. Shares Weighted Average Exercise Price Weighted Average Contractual Term in Years Aggregate Intrinsic Value Stock Options (In thousands) (In thousands) Outstanding at January 1, 2023 1,202 $ 49.63 4.14 $10,772 Granted 151 52.87 — — Exercised (93) 34.59 — — Forfeited or Expired (82) 58.02 — — Outstanding at December 31, 2023 1,178 $ 50.64 3.65 $ 1,766 Exercisable at December 31, 2023 888 $ 48.43 2.75 $ 1,762 The Company recognized $1.4 million, $3.5 million and $5.0 million in expense related to stock options during the years ended December 31, 2023, 2022 and 2021, respectively. The intrinsic value of options exercised for the years ended December 31, 2023, 2022 and 2021 were $1.8 million, $4.0 million and $11.1 million, respectively. Cash received from option exercises and employee stock purchase plan was $4.3 million, $5.5 million and $6.8 million, for the years ended December 31, 2023, 2022 and 2021, respectively. The realized tax benefit from options exercised were $0.1 million, $0.6 million and $2.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, there was approximately $3.8 million of total unrecognized compensation costs related to unvested stock options. These costs are expected to be recognized over a weighted-average period of approximately three years. Awards of Restricted Stock, Performance Stock and Contract Stock The following table summarizes the Company’s awards of restricted stock, performance stock and contract stock for the year ended December 31, 2023. Restricted Stock Awards Performance Stock and Contract Stock Awards Shares Weighted Average Grant Date Fair Value Per Share Shares Weighted Average Grant Date Fair Value Per Share (In thousands) (In thousands) Unvested, January 1, 2023 483 $ 61.63 407 62.88 Granted 411 51.01 229 52.29 Adjustments for performance achievement related to award target — — (78) 62.26 Cancellations (99) 60.17 (77) 63.74 Released (211) 58.85 (146) 60.14 Unvested, December 31, 2023 584 $ 55.37 335 57.53 The Company recognized $18.7 million, $24.3 million and $31.2 million in expense related to such awards during the years ended December 31, 2023, 2022 and 2021, respectively. The total fair market value of shares vested and released in 2023, 2022 and 2021 was $18.2 million, $65.0 million and $15.7 million, respectively. Vested awards include shares that have been fully earned but had not been delivered as of December 31, 2023. Performance stock awards have performance features associated with them. Performance stock, restricted stock and contract stock awards generally have requisite service periods of three years. The fair value of these awards is being expensed on a straight-line basis over the vesting period. As of December 31, 2023, there were 51,241 performance stock units ("PSU's") granted in 2021 subject to vest and be released in 2024 based on PSU catch-up opportunity. No additional PSU's were subject to vest based on 2023 performance achievement. As of December 31, 2023, there was approximately $30.5 million of total unrecognized compensation costs related to unvested restricted stock, performance stock and contract stock awards. These costs are expected to be recognized over a weighted-average period of approximately two years. At December 31, 2023, there were approximately 2.7 million shares available for grant under the 2003 Plan. The Company capitalized into inventory, share based compensation costs of $0.6 million, $0.6 million and $0.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. Such share-based compensation was recognized as cost of goods sold when related inventory was sold. EMPLOYEE STOCK PURCHASE PLAN |
RETIREMENT BENEFIT PLANS
RETIREMENT BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
RETIREMENT BENEFIT PLANS | RETIREMENT BENEFIT PLANS DEFINED BENEFIT PLANS The Company has various defined benefit plans which covers certain employees in France, Japan, Germany and Switzerland. Net periodic benefit costs for the Company’s defined benefit pension plans for the years ended December 31, 2023 and 2022 included the following (amounts in thousands): Year ended December 31, 2023 2022 Service cost $ 2,226 $ 2,419 Interest cost 1,157 194 Expected return on plan assets (1,450) (1,381) Amortization of prior service cost (credit) (389) (326) Recognized actuarial losses (391) 9 Settlements — — Net period benefit cost $ 1,153 $ 915 The following weighted average assumptions were used to develop net periodic pension benefit costs and the actuarial present values of projected pension benefit obligations for the years ended December 31, 2023 and 2022, respectively: As of December 31, 2023 2022 Discount rate 1.51 % 2.44 % Expected return on plan assets 3.67 % 3.61 % Rate of compensation increase 2.00 % 1.97 % Interest crediting rate for cash balance plans 1.00 % 1.00 % The Company’s discount rates are determined by considering current yield curves representing high quality, long-term fixed income instruments. The resulting discount rates are consistent with the duration of plan liabilities. In 2023 and 2022, the discount rates were prescribed as the current yield on corporate bonds with an average rating of AA or AAA of equivalent currency and term to the liabilities. The expected returns on plan assets represent the average rate of return expected to be earned on plan assets over the period the benefits included in the benefit obligation are to be paid. In developing the expected rates of return, the Company considers returns of historical market data as well as actual returns on the plan assets. Using this reference information, the long-term return expectations for each asset category are developed according to the allocation among those investment categories. The assessment is determined using projections from external financial sources, long-term historical averages, actual returns by asset class and the various asset class allocations by market. The following sets forth the change in projected benefit obligations and the change in plan assets for the years ended December 31, 2023 and 2022 and a reconciliation of the funded status at December 31, 2023 and 2022, respectively (amounts in thousands): Year Ended December 31, 2023 2022 Change In Projected Benefit Obligations Projected benefit obligations, beginning of year $ 50,364 $ 65,184 Interest cost 1,157 194 Service cost 2,226 2,419 Actuarial (gain) loss 8,229 (14,822) Plan amendments (1,772) (390) Plan settlements (25) (20) Employee contribution 1,182 999 Premiums paid (406) (391) Benefit payment (812) (999) Effect of foreign currency exchange rates 4,958 (1,810) Projected benefit obligations, end of year $ 65,101 $ 50,364 Year Ended December 31, 2023 2022 Change In Plan Assets Plan assets at fair value, beginning of year $ 38,053 $ 39,914 Actual return on plan assets 1,350 (2,863) Employer contributions 2,700 2,356 Employee contributions 1,182 999 Plan settlements — — Benefits paid (812) (998) Premiums paid (406) (391) Effect of foreign currency exchange rates 3,657 (964) Plan assets at fair value, end of year $ 45,724 $ 38,053 Year Ended December 31, 2023 2022 Reconciliation Of Funded Status Fair value of plan assets $ 45,724 $ 38,053 Benefit obligations 65,101 50,364 Unfunded benefit obligations $ 19,377 $ 12,311 The unfunded benefit obligations are included in other liabilities in the consolidated balance sheets at December 31, 2023 and 2022, respectively. During the periods ended December 31, 2023 and 2022 , the Company had a net loss of $6.6 million and a net gain of $7.4 million, respectively, recognized within accumulated other comprehensive loss that has not been recognized as a component of net periodic benefit cost. The combined accumulated benefit obligations for the defined benefit plans was $62.8 million and $46.4 million as of December 31, 2023 and 2022, respectively. Unrecognized gains and losses are amortized over the average remaining future service for each plan. For plans with no active employees, they are amortized over the average life expectancy. The amortization of gains and losses is determined by using a 10% corridor of the greater of the market value of assets or the accumulated benefit obligation. Total unamortized gains and losses in excess of the corridor are amortized over the average remaining future service. Prior service costs/benefits for the pension plans are amortized over the average remaining future service of plan participants at the time of the plan amendment. The net plan assets of the pension plans are invested in common trusts. Common trusts are classified as Level 2 in fair value hierarchy. The fair value of common trusts is valued at net asset value based on the fair values of the underlying investments of the trusts as determined by the sponsor of the trusts. The investment strategy of the Company's defined benefit plans is both to meet the liabilities of the plans as they fall due and to maximize the return on invested assets within appropriate risk profile. The benefit plans in France and Germany had no assets at December 31, 2023. As of December 31, 2023, no plan assets are expected to be returned to the Company in the next twelve months. The following table is the summary of expected future benefit payments (in thousands): 2024 $ 2,457 2025 $ 2,618 2026 $ 2,251 2027 $ 2,193 2028 $ 2,388 Next five years $ 12,953 As of December 31, 2023, contributions expected to be paid to the plan in 2024 is $3.0 million. DEFINED CONTRIBUTION PLANS The Company also has various defined contribution savings plans that cover substantially all employees in the United States, Belgium, Canada, France, Japan, Netherlands, the U.K. and Puerto Rico. The Company matches a certain percentage of each employee’s contributions as per the provisions of the plans. Total contributions by the Company to the plans were $10.4 million, $9.8 million and $8.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. DEFERRED COMPENSATION PLAN The Company maintains a Deferred Compensation Plan in which certain employees of the Company may defer the payment and taxation of up to 75% of their base salary and up to 100% of bonus amounts and other eligible cash compensation. This deferred compensation is invested in funds offered under this plan and is valued based on Level 1 measurements in the fair value hierarchy. Assets of the Company's deferred compensation plan are included in Other current assets and recorded at fair value based on their quoted market prices. The fair value of these assets at December 31, 2023 and 2022 was $6.1 million and $4.7 million. Offsetting liabilities relating to the deferred compensation plan are included in Other liabilities. |
LEASES AND RELATED PARTY LEASES
LEASES AND RELATED PARTY LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
LEASES AND RELATED PARTY LEASES | LEASES AND RELATED PARTY LEASES The Company leases administrative, manufacturing, research and distribution facilities and vehicles through operating lease agreements. The Company has no finance leases as of December 31, 2023. Many of the Company's leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common-area or other maintenance costs). For vehicles, the Company has elected the practical expedient to group lease and non-lease components. Most facility leases include one or more options to renew. The exercise of lease renewal options is typically at the Company's sole discretion, therefore, the majority of renewals to extend the lease terms are not included in the ROU assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates renewal options and when they are reasonably certain of exercise, the renewal period is included in the lease term. As most of the Company's leases do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. Total operating lease expense for the year ended December 31, 2023 and 2022, was $24.0 million and $22.6 million, respectively, which includes $0.3 million, in related party operating lease expense. Supplemental balance sheet information related to operating leases at December 31, 2023 were as follows: December 31, 2023 December 31, 2022 (In thousands, except lease term and discount rate) ROU assets $ 156,184 $ 148,284 Current lease liabilities 15,284 14,624 Non-current lease liabilities 166,849 157,420 Total lease liabilities $ 182,133 $ 172,044 Weighted average remaining lease term (in years): Leased facilities 16.3 years 16.9 years Leased vehicles 1.9 years 2.0 years Weighted average discount rate: Leased facilities 5.9 % 5.4 % Leased vehicles 2.7 % 2.7 % Supplemental cash flow information related to leases was as follows: December 31, 2023 December 31, 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20,655 $ 17,442 ROU assets obtained in exchange for lease liabilities: Operating leases 9,843 72,169 Future minimum lease payments under operating leases at December 31, 2023 were as follows: Related Parties Third Parties Total (In thousands) 2024 296 22,625 22,921 2025 296 21,843 22,139 2026 296 19,166 19,462 2027 296 18,013 18,309 2028 296 15,769 16,065 Thereafter 246 173,562 173,808 Total minimum lease payments $ 1,726 $ 270,978 $ 272,704 Less: Imputed interest $ 90,571 Total lease liabilities 182,133 Less: Current lease liabilities 15,284 Long-term lease liabilities 166,849 There were no future minimum lease payments under finance leases at December 31, 2023. Related Party Leases The Company leases its manufacturing facility in Plainsboro, New Jersey, from a general partnership that is 50% owned by a principal stockholder of the Company. The term of the current lease agreement is through October 31, 2029 at an annual rate of approximately $0.3 million. The current lease agreement also provides (i) a 5-year renewal option for the Company to extend the lease from November 1, 2029 through October 31, 2034 at the fair market rental rate of the premises, and (ii) another 5-year renewal option to extend the lease from November 1, 2034 through October 31, 2039 at the fair market rental rate of the premises. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Income before income taxes consisted of the following: Years Ended December 31, Dollars in thousands 2023 2022 2021 United States operations $ (31,649) $ 92,642 $ 91,150 Foreign operations 112,718 121,252 123,527 Total $ 81,069 $ 213,894 $ 214,677 A reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows: Years Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal tax benefit 2.9 % 0.1 % 1.9 % Benefit derived from foreign operations (17.2) % (1.6) % (3.3) % Nondeductible meals and entertainment 1.1 % 0.1 % 0.1 % Intercompany profit in inventory 3.3 % 0.3 % (0.2) % Research and development credit (5.7) % (1.4) % (1.2) % Nondeductible executive compensation & stock compensation shortfall 2.3 % (0.6) % (0.3) % Transaction and deal related costs 3.3 % (1.8) % 0.1 % Gain from sale of business - book to tax differences — % — % 3.9 % Changes in valuation allowances 4.9 % — % 0.1 % Other 0.5 % (0.5) % (0.9) % Effective tax rate 16.4 % 15.6 % 21.2 % Our effective tax rate was 16.4% and 15.6% of income before income taxes for the years ended December 31, 2023 and December 31, 2022, respectively. In 2023, the Company’s higher effective tax rate was driven by the the inclusion of Global Intangible Low-Taxed Income ("GILTI"), offset by a $5.8 million income tax benefit related to a four-year tax credit received by a Swiss subsidiary. The Company received an extension of the 2018 Swiss tax grant for three years, until the 2027 tax year. The net benefit of the tax credit, recorded as of December 31, 2023, was based on projections of use of the incremental tax grant. The Company’s Swiss subsidiary may offset the tax credit against cantonal and communal income and capital taxes during tax years 2024 through 2027. Any unused balance at the end of the 2027 tax period will be forfeited. In 2022, the Company’s lower effective tax rate was driven by a $5.1 million income tax benefit related to stock compensation and a $2.4 million income tax benefit related to the filing of amended federal and state returns for prior years. In 2021, the Company's higher effective tax rate was driven in part by an $8.5 million income tax expense for nondeductible goodwill related to the sale of the Extremity Orthopedics business, offset by a $3.1 million income tax benefit related to excess tax benefits from stock compensation. During 2023, the Company’s foreign operations generated a $0.7 million decrease in income tax expense when compared to the same period in 2022, because of geographic and business mix of taxable earnings and losses, among other factors. The 2023 foreign effective tax rate is 16.4%, compared to 15.9% in 2022. During 2022, the Company’s foreign operations generated a $0.4 million increase in income tax expense when compared to the same period in 2021, because of geographic and business mix of taxable earnings and losses, among other factors. The 2022 foreign effective tax rate is 15.9%, compared to 15.2% in 2021. The Company’s foreign tax rate is primarily based upon statutory rates. Changes to income tax laws and regulations, in any of the tax jurisdictions in which the Company operates, could impact the effective tax rate. Various governments, both U.S. and non-U.S., are increasingly focused on tax reform and revenue-raising legislation. On August 16, 2022, the Inflation Reduction Act of 2022 (the “Act”) was signed into law, for which the company did not experience a material impact on the company’s effective tax rate. Further, legislation in foreign jurisdictions may be enacted, in continued response to the base erosion and profit-sharing (BEPS) project begun by the Organization for Economic Cooperation and Development (OECD). The OECD released model rules related to a new 15% global minimum tax regime (“Pillar 2”). Several of the jurisdictions that we operate in have already adopted some form of the model rules, which could impact the amount of taxes that the Company pays after 2023. However, the rules are complex and provide for delays during the early transition years, if certain conditions are met. The Company will continue to analyze the law to determine potential impacts. At this time, the Company does not expect the Pillar 2 legislation to have a material impact on its consolidated financial statements. Such changes in U.S. and Non-U.S. jurisdictions could have an adverse effect on the Company’s effective tax rate. The provision for income taxes consisted of the following: Years Ended December 31, Dollars in thousands 2023 2022 2021 Current: Federal $ 10,973 $ 24,201 $ 31,938 State 2,851 3,835 11,377 Foreign 11,389 9,893 5,042 Total current $ 25,213 $ 37,929 $ 48,357 Deferred: Federal (19,060) (11,591) (12,830) State 93 (2,316) (3,688) Foreign 7,082 9,322 13,763 Total deferred $ (11,885) $ (4,585) $ (2,755) Provision for income taxes $ 13,328 $ 33,344 $ 45,602 The income tax effects of significant temporary differences that give rise to deferred tax assets and liabilities, shown before jurisdictional netting, are presented below: December 31, Dollars in thousands 2023 2022 Assets: Doubtful accounts $ 2,581 $ 2,261 Inventory related items 41,466 31,950 Tax credits 18,859 13,084 Accrued vacation 2,184 2,175 Accrued bonus 4,259 4,944 Stock compensation 9,117 10,175 Deferred revenue 1,849 2,130 Net operating loss carryforwards 28,799 30,707 Capitalization of research and development expenses 61,138 51,542 Unrealized foreign exchange gain 13,907 6,228 Charitable contributions carryforward 206 180 Leases and Other 55,271 55,228 Total deferred tax assets 239,636 210,604 Less valuation allowance (12,486) (9,651) Deferred tax assets after valuation allowance $ 227,150 $ 200,953 Liabilities: Intangible and fixed assets (168,229) (166,891) Unrealized foreign exchange loss (10,024) (12,991) Leases and Other (38,134) (38,415) Total deferred tax liabilities $ (216,387) $ (218,297) Total net deferred tax assets (liabilities) $ 10,763 $ (17,344) Prior period amounts were re-classed, as it relates to Leases and Other, between tax assets and liabilities within this table, to conform to the current period presentation. The 2017 U.S. Tax Cuts and Jobs Act contained a provision which requires, for tax purposes, the capitalization and amortization of research and development expenses; effective for years beginning after December 31, 2021. The Company’s deferred tax assets increased by $14.4 million and $20.3 million at December 31, 2023 and December 31, 2022 respectively within the table above, related to the 2017 Tax Act. At December 31, 2023, the Company had net operating loss carryforwards of $64.7 million for federal income tax purposes, $98.4 million for foreign income tax purposes and $19.2 million for state income tax purposes to offset future taxable income. For the federal net operating loss carryforwards, $55.8 million will expire through 2037; while $8.9 million have an indefinite carry forward period. For foreign net operating loss carryforwards, $81.0 million will expire through 2028, while the remaining $17.4 million have an indefinite carry forward period. The state net operating loss carryforwards expire through 2036. The valuation allowance relates to deferred tax assets for certain items that will be deductible for income tax purposes under very limited circumstances and for which the Company believes it will not satisfy the more likely than not threshold for realization of the associated tax benefit. In the event that the Company determines that it would be able to realize more or less than the recorded amount of net deferred tax assets, an adjustment to the deferred tax asset valuation allowance would be recorded in the period such a determination is made. The valuation allowance at December 31, 2023 increased by $2.8 million, as compared to 2022, primarily driven by a $3.3 million increase related to the new Swiss tax credit. The valuation allowance for 2022 had remained substantially unchanged, as compared to 2021. Balance at Beginning of Period Charged to Costs and Expenses Other Deductions Balance at End of Period Description Dollars in thousands Year ended December 31, 2023 Deferred tax assets valuation allowance 14,672 3,069 26 56 17,823 Year ended December 31, 2022 Deferred tax assets valuation allowance 15,258 (515) — (71) 14,672 Year ended December 31, 2021 Deferred tax assets valuation allowance 13,825 1,444 89 (100) 15,258 As of December 31, 2023, the Company has not provided deferred income taxes on unrepatriated earnings from foreign subsidiaries as they are deemed to be indefinitely reinvested unless there is a manner under which to remit the earnings with no material tax cost. Material taxes would primarily be attributable to foreign withholding taxes and local income taxes when such earnings are distributed. The Company will repatriate foreign earnings when there is no need for reinvestment overseas and no material tax cost to bring the earnings back to the United States. Reinvestment considerations would include future acquisitions, transactions, and capital expenditure plans. A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: Years Ended December 31, Dollars in thousands 2023 2022 2021 (In thousands) Balance, beginning of year $ 713 $ 676 $ 702 Gross increases: Current year tax positions — 37 — Prior years' tax positions 372 — — Lapse of statute (273) — — Other — — (26) Balance, end of year $ 812 $ 713 $ 676 Approximately $0.8 million of the balance at December 31, 2023 relates to uncertain tax positions that, if recognized, would affect the annual effective tax rate. The Company has no uncertain tax positions at December 31, 2023 related to tax positions for which it is reasonably possible that the amounts could be reduced during the twelve months following December 31, 2023. The Company recognizes interest and penalties relating to uncertain tax positions in income tax expense. The Company recognized a minimal expense for the years ended December 31, 2023, 2022 and 2021. The Company had minimal interest and penalties accrued for the years ended December 31, 2023 and 2022 and 2021. |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | NET INCOME PER SHARE Basic and diluted net income per share was as follows: Years Ended December 31, Dollars in thousands, except per share amounts 2023 2022 2021 Basic net income per share: Net income $ 67,741 $ 180,550 $ 169,075 Weighted average common shares outstanding 80,089 82,997 84,698 Basic net income per common share $ 0.85 $ 2.18 $ 2.00 Diluted net income per share: Net income $ 67,741 $ 180,550 $ 169,075 Weighted average common shares outstanding — Basic 80,089 82,997 84,698 Effect of dilutive securities: Stock options and restricted stock 248 519 787 Weighted average common shares for diluted earnings per share 80,337 83,516 85,485 Diluted net income per common share $ 0.84 $ 2.16 $ 1.98 |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Comprehensive income for the years ended December 31, 2023 and 2022: Dollars in thousands 2023 2022 2021 Net income $ 67,741 $ 180,550 $ 169,075 Foreign currency translation adjustment, net of tax (12,103) (17,807) (17,362) Change in unrealized loss/(gain) on derivatives, net of tax (6,658) 65,798 39,268 Pension liability adjustment, net of tax (6,610) 7,429 6,998 Comprehensive income, net 42,370 235,970 197,979 Changes in accumulated other comprehensive loss by component between December 31, 2023 and 2022 are presented in the table below, net of tax: Dollars in thousands Gains and Losses on Derivatives Defined Benefit Pension Items Foreign Currency Items Total Balance at December 31, 2022 $ 28,147 $ 9,322 $ (27,204) $ 10,265 Other comprehensive gain (loss) (16,991) (6,610) (5,901) (29,502) Less: Amounts reclassified from accumulated other comprehensive income, net (10,333) — 6,202 (4,131) Net current-period other comprehensive gain (loss) (6,658) (6,610) (12,103) (25,371) Balance at December 31, 2023 $ 21,489 $ 2,712 $ (39,307) $ (15,106) For the year ended December 31, 2023, the Company reclassified a loss of $24.2 million and a gain of $20.1 million from accumulated other comprehensive loss to other income, net and interest income, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES In consideration for certain technology, manufacturing, distribution, and selling rights and licenses granted to the Company, the Company has agreed to pay royalties on sales of certain products that it sells. The royalty payments that the Company made under these agreements were not significant for any of the periods presented. The Company is subject to various claims, lawsuits and proceedings in the ordinary course of the Company's business, including claims by current or former employees, distributors and competitors and with respect to its products and product liability claims, lawsuits and proceedings, some of which have been settled by the Company. In the opinion of management, such claims are either adequately covered by insurance or otherwise indemnified, or are not expected, individually or in the aggregate, to result in a material, adverse effect on the Company's financial condition. However, it is possible that the Company's results of operations, financial position and cash flows in a particular period could be materially affected by these contingencies. The Company accrues for loss contingencies when it is deemed probable that a loss has been incurred and that loss is estimable. The amounts accrued are based on the full amount of the estimated loss before considering insurance proceeds and do not include an estimate for legal fees expected to be incurred in connection with the loss contingency. The Company consistently accrues legal fees expected to be incurred in connection with loss contingencies as those fees are incurred by outside counsel as a period cost. On December 21, 2023, Fortis Advisors, LLC (representative of the securityholders of ACell, Inc.) filed for arbitration against Integra Life Sciences claiming breach of contract related to the earnout consideration from the 2021 acquisition of Acell. Refer to Note 4, Acquisitions and Divestitures, for additional information on the ACell Contingent Considerations. The Company believes that it has strong defenses to the allegations in the arbitration and intends to defend the matter vigorously. On September 12, 2023, a securities class action complaint, captioned Pembroke Pines Firefighters & Police Officers Pension Fund v. Integra LifeSciences Holdings Corporation , No. 23-cv-20321 (D.N.J.), was filed by a purported stockholder of the Company in the United States District Court for the District of New Jersey (the “Pembroke Litigation”) against the Company and certain of the Company’s current and former executive officers. The Pembroke Litigation, filed on behalf of a putative class of stockholders who purchased or acquired the Company’s common stock between March 11, 2019 and May 22, 2023, inclusive, alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, on the basis of purportedly materially false and misleading statements and omissions relating to certain quality systems issues identified by the U.S. Food and Drug Administration at the Company’s Boston, Massachusetts manufacturing facility, the Company’s efforts to remediate those issues, and the Company’s forecasts for certain products in its Tissue Technologies segment. The complaint seeks, among other things, compensatory damages, attorneys’ fees, expert fees, and other costs. The Company believes that it has strong defenses to the allegations in the Pembroke Litigation, as we intend to defend the matter vigorously. Contingent Consideration The Company determined the fair value of contingent consideration during the twelve-month period ended December 31, 2023 and 2022 to reflect the change in fair value during the period. A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the years ended December 31, 2023 and 2022 is as follows (in thousands): Contingent Consideration Liability Related to Acquisition of: Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates, Inc. (FN 4) Location in Financial Statements Balance as of January 1, 2023 $ 12,895 $ 230 $ 3,700 57,607 Change in fair value of contingent consideration liabilities 2,860 Research and development 2,327 (3,400) 11,093 Selling, general and administrative Balance as of December 31, 2023 15,755 2,557 300 68,700 Short-Term $ 7,778 $ — $ — $ 13,400 Accrued expenses and other current liabilities Long-Term 7,977 2,557 300 55,300 Other liabilities Total $ 15,755 $ 2,557 $ 300 $ 68,700 Contingent Consideration Liability Related to Acquisition of: Arkis Location in Financial Statements Derma Sciences ACell Inc. (FN 4) Surgical Innovations Associates, Inc. (FN 4) Location in Financial Statements Balance as of January 1, 2022 $ 15,099 $ 230 $ 21,800 $ — Additions — — — 57,607 Change in fair value of contingent consideration liabilities (2,204) Research and development — (18,100) Selling, general and administrative Balance as of December 31, 2022 $ 12,895 $ 230 $ 3,700 $ 57,607 Short-Term $ 2,845 $ — $ — $ — Long-Term 10,050 230 3,700 57,607 Accrued expenses and other current liabilities Total $ 12,895 $ 230 $ 3,700 $ 57,607 Other liabilities Arkis BioSciences Inc. As part of the acquisition of Arkis BioSciences Inc. ("Arkis"), the Company is required to pay the former shareholders of Arkis up to $25.5 million based on the timing of certain development milestones of $10.0 million and commercial sales milestones of $15.5 million, respectively. The Company used a probability weighted income approach to calculate the fair value of the contingent consideration that considered the possible outcomes of scenarios related to each specified milestone. The Company estimated the fair value of the contingent consideration to be $13.1 million at the acquisition date. Derma Sciences |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT AND GEOGRAPHIC INFORMATION | SEGMENT AND GEOGRAPHIC INFORMATION The Company internally manages two global reportable segments and reports the results of its businesses to its chief operating decision maker. The two reportable segments and their activities are described below. • The Codman Specialty Surgical segment includes (i) the Neurosurgery business, which sells a full line of products for neurosurgery and neuro critical care such as tissue ablation equipment, dural repair products, cerebral spinal fluid management devices, intracranial monitoring equipment, and cranial stabilization equipment and (ii) the Instruments business, which sells more than 40,000 instrument patterns and surgical and lighting products to hospitals, surgery centers, dental, podiatry, and veterinary offices. • The Tissue Technologies segment includes such offerings as skin and wound repair, plastics & surgical reconstruction products, bone grafts, and nerve and tendon repair products. The Corporate and other category includes (i) various executive, finance, human resource, information systems and legal functions, (ii) brand management, and (iii) share-based compensation costs. The operating results of the various reportable segments as presented are not comparable to one another because (i) certain operating segments are more dependent than others on corporate functions for unallocated general and administrative and/or operational manufacturing functions, and (ii) the Company does not allocate certain manufacturing costs and general and administrative costs to the operating segment results. Net sales and profit by reportable segment for the years ended December 31, 2023, 2022 and 2021 are as follows: Years Ended December 31, Dollars in thousands 2023 2022 2021 Segment Net Sales Codman Specialty Surgical $ 1,058,993 $ 1,019,564 $ 1,025,232 Tissue Technologies 482,580 538,102 517,216 Total revenues $ 1,541,573 $ 1,557,666 $ 1,542,448 Segment Profit Codman Specialty Surgical $ 450,530 $ 417,873 $ 439,471 Tissue Technologies 134,048 233,802 228,199 Segment profit 584,578 651,675 667,670 Amortization (12,376) (13,882) (16,914) Corporate and other (460,676) (398,873) (453,526) Operating income $ 111,526 $ 238,920 $ 197,230 The Company does not allocate any assets to the reportable segments. No asset information is reported to the chief operating decision maker and disclosed in the financial information for each segment. The Company attributes revenue to geographic areas based on the location of the customer. Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below: Dollars in thousands United States (1) Europe Asia Pacific Rest of the World Consolidated Total revenue, net: 2023 $ 1,100,730 $ 165,221 $ 193,096 $ 82,526 $ 1,541,573 2022 1,126,810 170,903 176,477 83,476 1,557,666 2021 1,089,526 191,327 182,034 79,561 1,542,448 Total long-lived assets: 2023 $ 481,508 $ 51,730 $ 19,842 $ 1,497 $ 554,577 2022 440,223 60,857 12,975 2,721 516,776 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis Of Presentation | BASIS OF PRESENTATION |
Principles Of Consolidation | PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation. See Note 4, Acquisitions and Divestitures , for details of new subsidiaries included in the consolidation. |
Use Of Estimates | USE OF ESTIMATES The preparation of consolidated financial statements is in conformity with generally accepted accounting principles in the United States ("GAAP") which requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities, and the reported amounts of revenues and expenses. Significant estimates affecting amounts reported or disclosed in the consolidated financial statements include allowances for doubtful accounts receivable and sales returns and allowances, net realizable value of inventories, valuation of intangible assets including amortization periods for acquired intangible assets, discount rates and estimated projected cash flows used to value and test impairments of long-lived assets and goodwill, estimates of projected cash flows and depreciation and amortization periods for long-lived assets, computation of taxes, valuation allowances recorded against deferred tax assets, the valuation of stock-based compensation, valuation of derivative instruments, valuation of contingent liabilities, the fair value of debt instruments and loss contingencies. These estimates are based on historical experience and |
Cash And Cash Equivalents | CASH AND CASH EQUIVALENTS The Company considers all short-term, highly liquid investments purchased with original maturities of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. |
Short Term Investments | SHORT TERM INVESTMENTS Short-term investments are securities with original maturities greater than 90 days that are available for use in our operations in the next twelve months. The short-term investments, primarily consisting of time deposits, are recorded at cost, which approximates fair value, which is estimated based on the net asset value of these investments. Interest and dividends are recorded in income when earned. |
Trade Accounts Receivable And Allowances For Doubtful Accounts Receivable | TRADE ACCOUNTS RECEIVABLE AND ALLOWANCES FOR DOUBTFUL ACCOUNTS RECEIVABLE Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company grants credit to customers in the normal course of business, but generally does not require collateral or any other security to support its receivables. The Company evaluates the collectability of accounts receivable based on a combination of factors. The Company recognizes a provision for doubtful accounts that reflects the Company’s estimate of expected credit losses for trade accounts receivable. In circumstances where a specific customer is unable to meet its financial obligations to the Company, a provision to the allowances for doubtful accounts is recorded against amounts due to reduce the net recognized receivable to the amount that is reasonably expected to be collected. For all other customers, the Company evaluates measurement of all expected credit losses for trade receivables held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The Company's exposure to credit losses may increase if its customers are adversely affected by changes in healthcare laws, coverage, and reimbursement, economic pressures or uncertainty associated with local or global economic recessions. |
Inventories | INVENTORIES Inventories, consisting of purchased materials, direct labor and manufacturing overhead, are stated at the lower of cost, the value determined by the first-in, first-out method, or net realizable value. Inventories consisted of the following: December 31, Dollars in thousands 2023 2022 Finished goods 196,402 $ 172,088 Work in process 74,035 70,598 Raw materials 119,171 81,897 Total inventories, net $ 389,608 $ 324,583 At each balance sheet date, the Company evaluates inventories for excess quantities, obsolescence or shelf life expiration. This evaluation includes analysis of historical sales levels by product, projections of future demand, the risk of technological or competitive obsolescence for products, general market conditions, a review of the shelf life expiration dates for products, as well as the feasibility of reworking or using excess or obsolete products or components in the production or assembly of other products that are not obsolete or for which there are not excess quantities in inventory. To the extent that management determines there are excess or obsolete inventory or quantities with a shelf life that is too near its expiration for the Company to reasonably expect that it can sell those products prior to their expiration, the Company adjusts the carrying value to estimated net realizable value. |
Property, Plant And Equipment | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment charges. The Company provides for depreciation using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the lesser of the lease term or the useful life. The cost of major additions and improvements is capitalized, while maintenance and repair costs that do not improve or extend the lives of the respective assets are charged to operations as incurred. The cost of computer software developed or obtained for internal use is accounted for in accordance with the Accounting Standards Codification 350-40, Internal-Use Software. |
Capitalized Interest | CAPITALIZED INTEREST |
Acquisitions | ACQUISITIONS Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The Company accounts for the acquisition of a business in accordance with ASC 805, Business Combinations ("ASC Topic 805"). Amounts paid to acquire a business are allocated to the assets acquired and liabilities assumed based on their fair values at the date of acquisition. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. Transaction costs and costs to restructure the acquired company are expensed as incurred. Contingent consideration is recorded at fair value as measured on the date of acquisition. The value recorded is based on estimates of future financial projections under various potential scenarios using either a Monte Carlo simulation or the probability-weighted income approach derived from revenue estimates and probability assessment with respect to the likelihood of achieving contingent obligations. Contingent payments related to acquisitions consist of development, regulatory, and commercial milestone payments, in addition to sales-based payments, and are valued using discounted cash flow techniques. Each quarter until such contingent amounts are earned, the fair value of the liability is remeasured at each reporting period and adjusted as a component of operating expenses based on changes to the underlying assumptions. The change in the fair value of sales-based payments is based upon future revenue estimates and increases or decreases as revenue estimates or expectation of timing of payment charges. The estimates used to determine the fair value of the contingent consideration liability are subject to significant judgment and actual results are likely to differ from the amounts originally recorded. The Company determi nes the fair value of acquired intangible assets based on detailed valuations that use certain information and assumptions provided by management. The Company allocates any excess purchase price over the fair value of the net tangible and intangible assets acquired to goodwill. Determining the fair value of these intangible assets acquired as part of a business combination requires the Company to make significant estimates. These estimates include the amount and timing of projected future cash flows, the discount rate used to discount those cash flows to present value, the assessment of the asset’s life cycle, and the consideration of legal, technical, regulatory, economic, and competitive risks. The fair value assigned to other intangible assets is determined by estimating the future cash flows of each project or technology and discounting the net cash flows back to their present values. The discount rate used is determined at the time of measurement in accordance with accepted valuation methodologies. Acquired IPR&D is recognized at fair value and initially characterized as an indefinite-lived intangible asset, irrespective of whether the acquired IPR&D has an alternative future use. The Company uses the income approach to determine the fair value of developed technology and IPR&D acquired in a business combination. This approach determines fair value by estimating the after-tax cash flows attributable to the respective asset over its useful life and then discounting these after-tax cash flows back to a present value. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each product including net revenues, cost of sales, R&D costs, selling and marketing costs, the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, and competitive trends impacting the asset and each cash flow stream. The Company also uses the income approach, as described above, to determine the estimated fair value of certain other identifiable intangible assets including customer relationships, trade names and business licenses. Customer relationships represent established relationships with customers, which provide a ready channel for the sale of additional products and services. Trade names represent acquired company and product names. IPR&D acquired in a business combination is capitalized as an indefinite-lived intangible asset. Development costs incurred after the acquisition are expensed as incurred. Upon receipt of regulatory approval, the indefinite-lived intangible asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis or accelerated basis, as appropriate, over its estimated useful life. If the research and development project is subsequently abandoned, the indefinite-lived intangible asset is charged to expense. IPR&D acquired outside of a business combination is expensed immediately. Due to the uncertainty associated with research and development projects, there is risk that actual results will differ materially from the original cash flow projections and that the research and development project will result in a successful commercial product. The risks associated with achieving commercialization include, but are not limited to, delay or failure to obtain regulatory approvals to conduct clinical trials, delay or failure to obtain required market clearances, delays or issues with patent issuance, or validity and litigation. |
Goodwill And Other Intangible Assets | GOODWILL AND OTHER INTANGIBLE ASSETS The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization but is reviewed for impairment at the reporting unit level annually, or more frequently if impairment indicators arise. The Company's assessment of the recoverability of goodwill is based upon a comparison of the carrying value of goodwill with its estimated fair value. The Company reviews goodwill for impairment in the third quarter every year in accordance with ASC Topic 350, Intangibles - Goodwill and Other ("ASC Topic 350") and whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. Refer to Note 7, Goodwill and Other Intangibles for more information. The Company has two reportable segments with three underlying reporting units. Refer to Note 16, Segment and Geographic Information for more information on reportable segments. Other intangible assets include patents, trademarks, purchased technology, and supplier and customer relationships. Identifiable intangible assets are initially recorded at fair market value at the time of acquisition generally using an income or cost approach. The Company capitalizes costs incurred to renew or extend the term of recognized intangible assets and amortizes those costs over their expected useful lives. The Company tests intangible assets with indefinite lives for impairment annually in the third quarter in accordance with ASC Topic 350. Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of an indefinite lived intangible asset below its carrying amount. The Company tests for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation is an assessment of factors, including specific operating results as well as industry, market and general economic conditions, to determine whether it is more likely than not that the fair values of the intangible asset is less than its carrying amount. The Company may elect to bypass this qualitative evaluation and perform a quantitative test. Product rights and other definite-lived intangible assets are tested periodically for impairment in accordance with ASC Topic 360 when events or changes in circumstances indicate that an asset's carrying value may not be recoverable. The impairment testing involves comparing the carrying amount of the asset or asset group to the forecasted undiscounted future cash flows. In the event the carrying value of the asset exceeds the undiscounted future cash flows, the carrying value is considered not recoverable and impairment exists. An impairment loss is measured as the excess of the asset's carrying value over its fair value, calculated using discounted future cash flows. The computed impairment loss is recognized in the period that the impairment occurs. |
Long-Lived Assets | LONG-LIVED ASSETS |
Integra Foundation | INTEGRA FOUNDATION |
Derivatives | DERIVATIVES The Company develops, manufactures, and sells medical devices globally and its earnings and cash flows are exposed to market risk from changes in interest rates and currency exchange rates. The Company addresses these risks through a risk management program that includes the use of derivative financial instruments and operates the program pursuant to documented corporate risk management policies. All derivative financial instruments are recognized in the financial statements at fair value in accordance with the authoritative guidance. Under the guidance, for those instruments that are designated and qualify as hedging instruments, the hedging instrument must be designated as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation, based on the exposure being hedged. 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, further, on the type of hedging relationship. The Company's derivative instruments do not subject its earnings or cash flows to material risk, and gains and losses on these derivatives generally offset losses and gains on the item being hedged. The Company has not entered into derivative transactions for speculative purposes. From time to time, the Company may enter into derivatives that are not designated as hedging instruments in order to protect itself from currency volatility due to intercompany balances. All derivative instruments are recognized at the fair values as either assets or liabilities on the balance sheet. The Company determines the fair value of its derivative instruments using the framework prescribed by the authoritative guidance, by considering the estimated amount the Company would receive to sell or transfer these instruments at the reporting date and by taking into account expected forward interest rates, currency exchange rates, the creditworthiness of the counterparty for assets, and its creditworthiness for liabilities. In certain instances, the Company utilizes a discounted cash flow model to measure fair value. Generally, the Company uses inputs that include quoted prices for similar assets or liabilities in active markets, other observable inputs for the asset or liability and inputs derived principally from, or corroborated by, observable market data by correlation or other means. The Company has classified all of its derivative assets and liabilities within Level 2 of the fair value hierarchy because observable inputs are available for substantially the full term of its derivative instruments. The Company classifies derivatives designated as hedges in the same category as the item being hedged for cash flow presentation purposes. |
Foreign Currency | FOREIGN CURRENCY |
Income Taxes | INCOME TAXES Income taxes are accounted for by using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided when it is more likely than not that some portion or all of the deferred tax assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period when the change is enacted. The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not to be sustained upon examination based on the technical merits of the position. Reserves are established for positions that don't meet this recognition threshold. The reserve is measured as the largest amount of benefit determined on a cumulative probability basis that the Company believes is more likely than not to be realized upon ultimate settlement of the position. These reserves are classified as long-term liabilities in the consolidated balance sheets of the Company, unless the reserves are expected to be paid in cash during the next twelve months, in which case they are classified as current liabilities. The Company also records interest and penalties accrued in relation to uncertain tax benefits as a component of income tax expense. While the Company believes it has identified all reasonable exposures and the reserve it has established is appropriate under the circumstances, it is possible that additional exposures exist and that exposures may be settled at amounts different than the amounts reserved. It is also possible that changes in facts and circumstances could cause the Company to either materially increase or reduce the carrying amount of its tax reserve. |
Revenue Recognition | REVENUE RECOGNITION Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Total revenue, net, includes product sales, product royalties and other revenues, such as fees received from services. For products shipped with FOB shipping point terms, the control of the product passes to the customer at the time of shipment. For shipments in which the control of the product is transferred when the customer receives the product, the Company recognizes revenue upon receipt by the customer. Certain products that the Company produces for private label customers have no alternative use and the Company has a right of payment for performance to date. Revenues from those products are recognized over the period that the Company manufactures these products, which is typically one month to three months. The Company uses the input method to measure the manufacturing activities completed to date, which depicts the progress of the Company's performance obligation of transferring control of goods being manufactured for private label customers. A portion of the Company's product revenue is generated from consigned inventory maintained at hospitals and distributors, and also from inventory physically held by field sales representatives. For these types of products sales, the Company retains control until the product has been used or implanted, at which time revenue is recognized. Revenues from sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. For product sales, invoices are generally issued upon the transfer of control (or upon the completion of the manufacturing in the case of the private label transactions recognized over time) and are typically payable 30 days after the invoice date. The Company performs a review of each specific customer's creditworthiness and ability to pay prior to acceptance as a customer. Further, the Company performs periodic reviews of its customers' creditworthiness prospectively. Refer to Note 3, Revenue From Contracts With Customers for more information. The Company also maintains a provision for estimated returns and allowances in the same period that the related revenue is recorded. This reserve is based upon an analysis of actual credit memos issued for pricing issues or returned goods over an extended period, as well as assumptions about outstanding accounts receivable and judgment in interpreting the data. Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Performance Obligations The Company's performance obligations consist mainly of transferring control of goods and services identified in the contracts, purchase orders, or invoices. The Company has no significant multi-element contracts with customers. Significant Estimates Usage-based royalties and licenses are estimated based on the provisions of contracts with customers and recognized in the same period that the royalty-based products are sold by the Company's strategic partners. The Company estimates and recognizes royalty revenue based upon communication with licensees, historical information, and expected sales trends. Differences between actual reported licensee sales and those that were estimated are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant. The Company estimates returns, price concessions, and discount allowances using the expected value method based on historical trends and other known factors. Rebate allowances are estimated using the most likely method based on each customer contract. The Company's return policy, as set forth in its product catalogs and sales invoices, requires review and authorization in advance prior to the return of product. Upon the authorization, a credit will be issued for the goods returned within a set amount of days from the shipment, which is generally 90 days. Due to the voluntary recall in 2023 of all products manufactured at the Boston facility, including Primatrix®, Surgimend®, Revize™, and TissueMend™, the Boston recall, the Company recorded a total of $18.7 million provision for product returns, as a reduction of net revenue, and has credited $9.9 million to customers during the year ended December 31, 2023. As of December 31, 2023, the return reserve was $8.8 million. The Company disregards the effects of a financing component if the Company expects, at contract inception, that the period between the transfer and customer payment for the goods or services will be one year or less. The Company has no significant revenues recognized on payments expected to be received more than one year after the transfer of control of products or services to customers. Contract Asset and Liability Revenues recognized from the Company's private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the prepaid expenses and other current assets account in the consolidated balance sheet. Upon invoicing to the customer, the balance is recorded in trade receivable, net in the consolidated balance sheet. Other operating revenues may include fees received under service agreements. Non-refundable fees received under multiple-period service agreements are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in the future periods is recognized as a contract liability. Shipping and Handling Fees |
Research And Development | RESEARCH AND DEVELOPMENT |
Employee Termination Benefits | EMPLOYEE TERMINATION BENEFITS The Company does not have a written severance plan, but has a history of providing benefits for employees in the case of involuntary termination. In situations outside the US, there are minimum statutory termination benefits requirements by country that must be paid to the affected employees. The Company records employee severance costs associated with these restructuring activities in accordance with the authoritative guidance for non-retirement post-employment benefits. Charges associated with these activities are recorded when the payment of benefits is probable and can be reasonably estimated. In situations where the Company pays out termination benefits in excess of statutory minimum amounts based on management's discretion, the Company records these termination costs once communication is made to the affected employees. |
Stock-Based Compensation | STOCK-BASED COMPENSATION |
Pension Benefits | PENSION BENEFITS The Company maintains defined benefit pension plans that cover certain employees in France, Japan, Germany and Switzerland. Various factors are considered in determining the pension liability, including the number of employees expected to be paid their salary levels and years of service, the expected return on plan assets, the discount rate used to determine the benefit obligations, the timing of benefit payments and other actuarial assumptions. Retirement benefit plan assumptions are reassessed on an annual basis or more frequently if changes in circumstances indicate a re-evaluation of assumptions are required. The key benefit plan assumptions are the discount rate and expected rate of return on plan assets. The discount rate is based on average rates on bonds that matched the expected cash outflows of the benefit plans. The expected rate of return is based on historical and expected returns on the various categories of plan assets. The Company uses the corridor approach in measuring the amount of net periodic benefit pension cost to recognize each period. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and actuarial assumptions. Those unrecognized gains and losses are amortized when the net gains and losses exceed 10% of the greater of the market-related value of plan assets or the projected benefit obligation at the beginning of the year. The amount in excess of the corridor is amortized over the average remaining service period to retirement date of active plan participants. Deferred Compensation Plan The Company maintains a deferred compensation plan in which certain employees of the Company may defer the payment and taxation of up to 75% of their base salary and up to 100% of bonus amounts and other eligible cash compensation. |
Concentration Of Credit Risk | CONCENTRATION OF CREDIT RISK Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash and cash equivalents, which are held at major financial institutions, investment-grade marketable debt securities and trade receivables. |
Recent Accounting Pronouncements | RECENT ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company does not plan to early adopt, but is currently evaluating this ASU to determine its impact on the Company's disclosures. |
Revenue Recognition and Shipping and Handling Fees | REVENUE RECOGNITION Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Total revenue, net, includes product sales, product royalties and other revenues, such as fees received from services. For products shipped with FOB shipping point terms, the control of the product passes to the customer at the time of shipment. For shipments in which the control of the product is transferred when the customer receives the product, the Company recognizes revenue upon receipt by the customer. Certain products that the Company produces for private label customers have no alternative use and the Company has a right of payment for performance to date. Revenues from those products are recognized over the period that the Company manufactures these products, which is typically one month to three months. The Company uses the input method to measure the manufacturing activities completed to date, which depicts the progress of the Company's performance obligation of transferring control of goods being manufactured for private label customers. A portion of the Company's product revenue is generated from consigned inventory maintained at hospitals and distributors, and also from inventory physically held by field sales representatives. For these types of products sales, the Company retains control until the product has been used or implanted, at which time revenue is recognized. Revenues from sale of products and services are evidenced by either a contract with the customer or a valid purchase order and an invoice which includes all relevant terms of sale. For product sales, invoices are generally issued upon the transfer of control (or upon the completion of the manufacturing in the case of the private label transactions recognized over time) and are typically payable 30 days after the invoice date. The Company performs a review of each specific customer's creditworthiness and ability to pay prior to acceptance as a customer. Further, the Company performs periodic reviews of its customers' creditworthiness prospectively. Refer to Note 3, Revenue From Contracts With Customers for more information. The Company also maintains a provision for estimated returns and allowances in the same period that the related revenue is recorded. This reserve is based upon an analysis of actual credit memos issued for pricing issues or returned goods over an extended period, as well as assumptions about outstanding accounts receivable and judgment in interpreting the data. Revenue is recognized upon the transfer of control of promised products or services to the customers in an amount that reflects the consideration the Company expects to receive in exchange for those products and services. Performance Obligations The Company's performance obligations consist mainly of transferring control of goods and services identified in the contracts, purchase orders, or invoices. The Company has no significant multi-element contracts with customers. Significant Estimates Usage-based royalties and licenses are estimated based on the provisions of contracts with customers and recognized in the same period that the royalty-based products are sold by the Company's strategic partners. The Company estimates and recognizes royalty revenue based upon communication with licensees, historical information, and expected sales trends. Differences between actual reported licensee sales and those that were estimated are adjusted in the period in which they become known, which is typically the following quarter. Historically, such adjustments have not been significant. The Company estimates returns, price concessions, and discount allowances using the expected value method based on historical trends and other known factors. Rebate allowances are estimated using the most likely method based on each customer contract. The Company's return policy, as set forth in its product catalogs and sales invoices, requires review and authorization in advance prior to the return of product. Upon the authorization, a credit will be issued for the goods returned within a set amount of days from the shipment, which is generally 90 days. Due to the voluntary recall in 2023 of all products manufactured at the Boston facility, including Primatrix®, Surgimend®, Revize™, and TissueMend™, the Boston recall, the Company recorded a total of $18.7 million provision for product returns, as a reduction of net revenue, and has credited $9.9 million to customers during the year ended December 31, 2023. As of December 31, 2023, the return reserve was $8.8 million. The Company disregards the effects of a financing component if the Company expects, at contract inception, that the period between the transfer and customer payment for the goods or services will be one year or less. The Company has no significant revenues recognized on payments expected to be received more than one year after the transfer of control of products or services to customers. Contract Asset and Liability Revenues recognized from the Company's private label business that are not invoiced to the customers as a result of recognizing revenue over time are recorded as a contract asset included in the prepaid expenses and other current assets account in the consolidated balance sheet. Upon invoicing to the customer, the balance is recorded in trade receivable, net in the consolidated balance sheet. Other operating revenues may include fees received under service agreements. Non-refundable fees received under multiple-period service agreements are recognized as revenue as the Company satisfies the performance obligations to the other party. A portion of the transaction price allocated to the performance obligations to be satisfied in the future periods is recognized as a contract liability. Shipping and Handling Fees |
Product Warranties | Product Warranties Certain of the Company's medical devices, including monitoring systems and neurosurgical systems, are designed to operate over long periods of time. These products are sold with warranties which may extend for up to two years from the date of purchase. The warranties are not considered a separate performance obligation. The Company estimates its product warranties using the expected value method based on historical trends and other known factors. The Company includes them in accrued expenses and other current liabilities in the consolidated balance sheet. |
Taxes Collected from Customers | Taxes Collected from Customers |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Accounts Receivable, Allowance for Credit Loss | The below table shows the roll forward of the allowance for doubtful accounts for the years ended December 31, 2023, 2022 and 2021: Balance at Beginning of Period Charged to Costs and Expenses Other Deductions Balance at End of Period Dollars in thousands Year Ended: December 31, 2023 $ 4,304 2,963 — (2,388) $ 4,879 December 31, 2022 $ 4,735 238 — (669) $ 4,304 December 31, 2021 $ 6,439 (1,059) 341 (986) $ 4,735 (1) Deductions primarily relates to allowance for doubtful accounts written off during the year, net of recoveries and other adjustments. |
Schedule of Inventories | Inventories consisted of the following: December 31, Dollars in thousands 2023 2022 Finished goods 196,402 $ 172,088 Work in process 74,035 70,598 Raw materials 119,171 81,897 Total inventories, net $ 389,608 $ 324,583 |
Schedule of Property, Plant and Equipment Balances and Corresponding Lives | Property, plant and equipment balances and corresponding lives were as follows: December 31, Dollars in thousands 2023 2022 Useful Lives Land $ 978 $ 966 Buildings and building improvements 14,859 14,710 5-40 years Leasehold improvements 171,062 163,342 1-20 years Machinery and production equipment 198,127 182,730 3-20 years Demonstration equipment 3,896 3,792 4-5 years Information systems and hardware 160,899 151,330 1-7 years Furniture, fixtures, and office equipment 20,549 20,286 1-15 years Construction-in-progress 137,276 103,875 Total 707,646 641,031 Less: Accumulated depreciation (367,447) (329,729) Property, plant and equipment, net $ 340,199 $ 311,302 |
Restructuring and Related Costs | The following table summarizes the restructuring related accrual balances included within accrued expenses and other current liabilities in the consolidated balance sheet for the year ended December 31, 2023 and 2022. Years Ended December 31, (Dollars in thousands) 2023 2022 Balance, beginning of the year $ 5,107 $ 10,226 Charges: Cost of Goods Sold — 1,494 Research and development — 72 Selling, general and administrative 1,048 5,582 Payments and other adjustments (4,042) (12,267) Balance, end of the year $ 2,113 $ 5,107 |
REVENUES FROM CONTRACTS WITH _2
REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Changes in Contract Assets and Contract Liabilities | The following table summarized the changes in the contract asset and liability balances for the year ended December 31, 2023: Dollars in thousands Total Contract Asset Contract asset, January 1, 2023 $ 10,122 Transferred to trade receivable from contract asset included in beginning of the year contract asset (7,743) Written off from beginning of the year contract asset due to Boston recall (2,379) Contract asset, net of transferred to trade receivables on contracts during the period 9,233 Contract asset, December 31, 2023 $ 9,233 Contract Liability Contract liability, January 1, 2023 $ 16,127 Recognition of revenue included in beginning of year contract liability (6,834) Contract liability, net of revenue recognized on contracts during the period 6,951 Foreign currency translation 8 Contract liability, December 31, 2023 $ 16,252 |
Schedule of Disaggregation of Revenue | The following table presents revenues disaggregated by the major sources of revenues for years-ended December 31, 2023, 2022 and 2021 (dollar amounts in thousands): Year Ended December 31, 2023 Year Ended December 31, 2022 Year Ended December 31, 2021 Neurosurgery $ 818,101 $ 794,017 $ 802,959 Instruments 240,892 225,547 222,273 Total Codman Specialty Surgical 1,058,993 1,019,564 1,025,232 Wound Reconstruction and Care (1)(2) 373,986 406,689 392,463 Private Label 108,594 131,413 124,753 Total Tissue Technologies 482,580 538,102 517,216 Total revenue $ 1,541,573 $ 1,557,666 $ 1,542,448 (1) See Note 4. Acquisitions and Divestitures, for details around the ACell and SIA acquisitions. (2) On August 31, 2022, the Company completed the sale of its non-core traditional wound care ("TWC") business. See Note 4, Acquisitions and Divestitures |
ACQUISITIONS AND DIVESTITURES (
ACQUISITIONS AND DIVESTITURES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Dollars in thousands Final Valuation Weighted Average Life Current assets: Cash $ 4,438 Trade accounts receivable, net 1,551 Inventories, net 2,900 Prepaid expenses and other current assets 1,654 Total current assets $ 10,543 Intangible assets 75,000 14 years Goodwill 41,380 Total assets acquired $ 126,923 Current liabilities: Accounts payable and accrued expenses $ 2,044 Total current liabilities $ 2,044 Deferred Tax Liability 11,325 Contingent consideration 57,607 Total liabilities assumed 70,976 Net assets acquired $ 55,947 The following table summarizes the final fair values of the assets acquired and liabilities assumed at the acquisition date: Dollars in thousands Final Valuation Weighted Average Life Current assets: Cash $ 2,726 Trade accounts receivable, net 16,469 Inventories, net 18,299 Prepaid expenses and other current assets 1,498 Total current assets $ 38,992 Property, plant and equipment, net 13,769 Intangible assets 245,000 13-14 years Goodwill 94,147 Right of use asset - operating leases 9,259 Deferred tax assets 7,465 Other assets 148 Total assets acquired $ 408,780 Current liabilities: Accounts payable $ 718 Accrued expenses 5,966 Current portion of lease liability - operating leases 1,673 Total current liabilities $ 8,357 Other long-term liability 276 Lease liability - operating leases 7,585 Deferred tax liability 61,724 Contingent consideration 23,900 Total liabilities assumed 101,842 Net assets acquired $ 306,938 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Maximum Leverage Ratios | The Company’s maximum consolidated total leverage ratio in the financial covenants (as defined in the Senior Credit Facility) is the following: Fiscal Quarter Ending Maximum Consolidated Total Leverage Ratio March 31, 2023 through December 31, 2024 4.50 to 1.00 March 31, 2025 through June 30, 2026 4.25 to 1.00 September 30, 2026 and the last day of each fiscal quarter thereafter 4.00 to 1.00 |
Schedule of Contractual Repayments of Debt | Contractual repayments of the Term Loan component of the Senior Credit Facility are due as follows: Year Ended December 31, 2023 Principal Repayment Dollars in thousands 2024 $ 14,531 2025 $ 33,906 2026 $ 38,750 Thereafter $ 687,813 $ 775,000 |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The Company held the following interest rate swaps as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2023 Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value Asset (Liability) 1-month Term SOFR Loan 150,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 2,105 1-month Term SOFR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 4,978 1-month Term SOFR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 1,349 1-month Term SOFR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.199 % 1,312 1-month Term SOFR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.209 % 1,346 1-month Term SOFR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.885 % 3,015 1-month Term SOFR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.867 % 3,052 1-month Term SOFR Loan 575,000 December 15, 2020 July 31, 2025 December 31, 2027 1.415 % 22,965 1-month Term SOFR Loan 125,000 December 15, 2020 July 1, 2025 December 31, 2027 1.404 % 5,263 Basis Swap (1) — March 31, 2023 March 24, 2023 December 31, 2027 N/A (1,829) $ 1,475,000 $ 43,556 (1) The notional of the basis swap amortizes to match the total notional of the interest rate swap portfolio over time December 31, 2022 December 31, 2022 Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value Asset (Liability) 1-month USD LIBOR Loan 150,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 5,012 1-month USD LIBOR Loan 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 8,380 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 1,831 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.199 % 1,905 1-month USD LIBOR Loan 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.209 % 1,970 1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.885 % 4,252 1-month USD LIBOR Loan 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.867 % 4,153 1-month USD LIBOR Loan 575,000 December 15, 2020 July 31, 2025 December 31, 2027 1.415 % 23,742 1-month USD LIBOR Loan 125,000 December 15, 2020 July 1, 2025 December 31, 2027 1.404 % 5,467 $ 1,475,000 $ 56,712 The Company held the following cross-currency rate swaps as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Pay CHF December 21, 2020 December 22, 2025 3.00% CHF 351,137 374,137 (38,324) (4,241) Receive U.S.$ 3.98% $ 394,183 420,001 Pay CHF September 28, 2022 September 29, 2023 1.95% CHF — 48,532 — (3,528) Receive U.S.$ 5.32% $ — 49,142 Pay CHF September 22, 2023 September 29, 2024 2.40% CHF 28,500 — (2,348) — Receive U.S.$ 6.27% $ 31,457 — Total $ (40,672) $ (7,769) The Company held the following cross-currency rate swaps designated as net investment hedges as of December 31, 2023 and 2022 (dollar amounts in thousands): December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Pay EUR October 3, 2018 September 30, 2023 —% EUR — 51,760 — 4,713 Receive U.S.$ 2.57% $ — 60,000 Pay EUR October 3, 2018 September 30, 2025 —% EUR 38,820 38,820 2,475 4,307 Receive U.S.$ 2.19% $ 45,000 45,000 Pay CHF May 26, 2022 December 16, 2028 —% CHF 288,210 288,210 (48,047) (14,663) Receive U.S.$ 1.94% $ 300,000 300,000 Pay CHF November 21, 2023 December 17, 2029 —% CHF 66,525 — (4,037) — Receive U.S.$ 2.54% $ 75,000 — Total $ (49,609) $ (5,643) |
Summary of Fair Value in Balance Sheet for Derivatives Designated as Hedging Instruments | The following table summarizes the fair value for derivatives designated as hedging instruments in the consolidated balance sheets as of December 31, 2023 and 2022: Fair Value as of December 31, Dollars in thousands 2023 2022 Location on Balance Sheet (1) : Derivatives designated as hedges — Assets: Prepaid expenses and other current assets Cash Flow Hedges Interest rate swap (2) 14,675 16,682 Cross-currency swap 537 4,497 Net Investment Hedges Cross-currency swap 2,938 11,653 Other assets Cash Flow Hedges Interest rate swap (2) 30,710 40,030 Net Investment Hedges Cross-currency swap 1,470 3,311 Total derivatives designated as hedges — Assets $ 50,330 $ 76,173 Derivatives designated as hedges — Liabilities Accrued expenses and other current liabilities Cash Flow Hedges Interest rate swap (2) $ 579 $ — Cross-currency swap 4,813 3,528 Net Investment Hedges Cross-currency swap 2,903 — Other liabilities Cash Flow Hedges Interest rate swap (2) 1,250 — Cross-currency swap 36,396 8,738 Net Investment Hedges Cross-currency swap 51,114 20,608 Total derivatives designated as hedges — Liabilities 97,055 32,874 + (1) The Company classifies derivative assets and liabilities as current based on the cash flows expected to be incurred within the following 12 months. (2) At December 31, 2023 and 2022, the total notional amounts related to the Company’s interest rate swaps were $1.5 billion. |
Effect of Derivative Instruments Designated as Cash Flow Hedges and Net Investment Hedges on Statements of Operations | The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying consolidated statement of operations during the years ended December 31, 2023 and 2022: Dollars in thousands Balance in AOCI Amount of Amount of Gain (Loss) Balance in AOCI Location in Year Ended December 31, 2023 Cash Flow Hedges Interest rate swap $ 56,712 $ 4,899 $ 18,055 $ 43,556 Interest expense Cross-currency swap (20,271) (27,406) (31,914) (15,763) Other income, net Forward Currency Forward Contracts — 436 436 — Cost of sales Net Investment Hedges Cross-currency swap (6,914) (30,738) 7,846 (45,498) Interest income $ 29,527 $ (52,809) $ (5,577) $ (17,705) Year Ended December 31, 2022 Cash Flow Hedges Interest rate swap $ (43,956) $ 93,308 $ (7,360) $ 56,712 Interest expense Cross-currency swap (9,688) 8,847 19,430 (20,271) Other income, net Net Investment Hedges — Cross-currency swap (2,321) 2,196 6,789 (6,914) Interest income $ (55,965) $ 104,351 $ 18,859 $ 29,527 |
Derivatives Not Designated as Hedging Instruments | The following table summarizes the gains (losses) of derivative instruments not designated as hedges on the consolidated statements of income, which was included in other income: Dollars in thousands December 31, 2023 2022 Foreign currency swaps 566 1,258 Total $ 566 $ 1,258 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Carrying Amount of Goodwill | Changes in the carrying amount of goodwill in 2023 and 2022 were as follows: Dollars in thousands Codman Specialty Surgical Tissue Technologies Total Goodwill at January 1, 2022 $ 663,428 $ 350,030 $ 1,013,458 Sale of non-core traditional wound care business — (5,019) (5,019) SIA Acquisition — 41,855 41,855 Foreign currency translation (7,209) (4,204) (11,413) Balance at December 31, 2022 $ 656,219 $ 382,662 $ 1,038,881 Sale of non-core traditional wound care business — — — SIA Acquisition — (382) (382) Foreign currency translation 10,718 6,245 16,963 Balance at December 31, 2023 $ 666,937 $ 388,525 $ 1,055,462 |
Schedule of Components of Indefinite-Lived Intangible Assets | The components of the Company's identifiable intangible assets were as follows: December 31, 2023 Dollars in thousands Weighted Cost Accumulated Amortization Net Completed technology 18 years $ 1,226,128 $ (448,519) $ 777,609 Customer relationships 12 years 193,895 (152,160) 41,735 Trademarks/brand names 28 years 98,892 (38,754) 60,138 Codman trade name Indefinite 174,531 — 174,531 Supplier relationships 30 years 30,211 (18,148) 12,063 All other 11 years 6,180 (4,423) 1,757 $ 1,729,837 $ (662,004) $ 1,067,833 December 31, 2022 Dollars in thousands Weighted Cost Accumulated Amortization Net Completed technology 18 years $ 1,204,325 $ (370,968) $ 833,357 Customer relationships 12 years 193,081 (144,040) 49,041 Trademarks/brand names 28 years 97,265 (34,674) 62,591 Codman trade name Indefinite 166,693 — 166,693 Supplier relationships 30 years 30,211 (17,170) 13,041 All other 11 years 5,957 (4,071) 1,886 $ 1,697,532 $ (570,923) $ 1,126,609 |
Schedule of Components of Finite-Lived Intangible Assets | The components of the Company's identifiable intangible assets were as follows: December 31, 2023 Dollars in thousands Weighted Cost Accumulated Amortization Net Completed technology 18 years $ 1,226,128 $ (448,519) $ 777,609 Customer relationships 12 years 193,895 (152,160) 41,735 Trademarks/brand names 28 years 98,892 (38,754) 60,138 Codman trade name Indefinite 174,531 — 174,531 Supplier relationships 30 years 30,211 (18,148) 12,063 All other 11 years 6,180 (4,423) 1,757 $ 1,729,837 $ (662,004) $ 1,067,833 December 31, 2022 Dollars in thousands Weighted Cost Accumulated Amortization Net Completed technology 18 years $ 1,204,325 $ (370,968) $ 833,357 Customer relationships 12 years 193,081 (144,040) 49,041 Trademarks/brand names 28 years 97,265 (34,674) 62,591 Codman trade name Indefinite 166,693 — 166,693 Supplier relationships 30 years 30,211 (17,170) 13,041 All other 11 years 5,957 (4,071) 1,886 $ 1,697,532 $ (570,923) $ 1,126,609 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary Of Employee Stock-Based Compensation Expense | Stock-based compensation expense - all related to employees and members of the Board of Directors - recognized under the authoritative guidance was as follows: Years Ended December 31, Dollars in thousands 2023 2022 2021 Cost of goods sold 588 549 470 Research and development 2,071 1,739 1,644 Selling, general and administrative $ 17,483 $ 25,437 $ 34,096 Total stock-based compensation expense 20,142 27,725 36,210 Total estimated tax benefit related to stock-based compensation expense 5,223 10,574 13,804 Net effect on net income $ 14,919 $ 17,151 $ 22,406 |
Summary Of Weighted-Average Assumptions | The following weighted-average assumptions were used in the calculation of fair value: Years Ended December 31, 2023 2022 2021 Dividend yield 0% 0% 0% Expected volatility 30% 30% 29% Risk free interest rate 3.86% 2.01% 1.30% Expected life of option from grant date 7 years 7 years 7 years Weighted average grant date fair value of options granted $21.58 $23.15 $22.59 |
Summary Of Stock Option Activity | The following table summarizes the Company’s stock option activity. Shares Weighted Average Exercise Price Weighted Average Contractual Term in Years Aggregate Intrinsic Value Stock Options (In thousands) (In thousands) Outstanding at January 1, 2023 1,202 $ 49.63 4.14 $10,772 Granted 151 52.87 — — Exercised (93) 34.59 — — Forfeited or Expired (82) 58.02 — — Outstanding at December 31, 2023 1,178 $ 50.64 3.65 $ 1,766 Exercisable at December 31, 2023 888 $ 48.43 2.75 $ 1,762 |
Summary Of Restricted Stock, Performance Stock, and Contract Stock Activity | The following table summarizes the Company’s awards of restricted stock, performance stock and contract stock for the year ended December 31, 2023. Restricted Stock Awards Performance Stock and Contract Stock Awards Shares Weighted Average Grant Date Fair Value Per Share Shares Weighted Average Grant Date Fair Value Per Share (In thousands) (In thousands) Unvested, January 1, 2023 483 $ 61.63 407 62.88 Granted 411 51.01 229 52.29 Adjustments for performance achievement related to award target — — (78) 62.26 Cancellations (99) 60.17 (77) 63.74 Released (211) 58.85 (146) 60.14 Unvested, December 31, 2023 584 $ 55.37 335 57.53 |
RETIREMENT BENEFIT PLANS (Table
RETIREMENT BENEFIT PLANS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Net Periodic Benefit Costs | Net periodic benefit costs for the Company’s defined benefit pension plans for the years ended December 31, 2023 and 2022 included the following (amounts in thousands): Year ended December 31, 2023 2022 Service cost $ 2,226 $ 2,419 Interest cost 1,157 194 Expected return on plan assets (1,450) (1,381) Amortization of prior service cost (credit) (389) (326) Recognized actuarial losses (391) 9 Settlements — — Net period benefit cost $ 1,153 $ 915 |
Schedule of Weighted Average Assumptions Used | The following weighted average assumptions were used to develop net periodic pension benefit costs and the actuarial present values of projected pension benefit obligations for the years ended December 31, 2023 and 2022, respectively: As of December 31, 2023 2022 Discount rate 1.51 % 2.44 % Expected return on plan assets 3.67 % 3.61 % Rate of compensation increase 2.00 % 1.97 % Interest crediting rate for cash balance plans 1.00 % 1.00 % |
Schedule of Benefit Obligations and Plan Assets | The following sets forth the change in projected benefit obligations and the change in plan assets for the years ended December 31, 2023 and 2022 and a reconciliation of the funded status at December 31, 2023 and 2022, respectively (amounts in thousands): Year Ended December 31, 2023 2022 Change In Projected Benefit Obligations Projected benefit obligations, beginning of year $ 50,364 $ 65,184 Interest cost 1,157 194 Service cost 2,226 2,419 Actuarial (gain) loss 8,229 (14,822) Plan amendments (1,772) (390) Plan settlements (25) (20) Employee contribution 1,182 999 Premiums paid (406) (391) Benefit payment (812) (999) Effect of foreign currency exchange rates 4,958 (1,810) Projected benefit obligations, end of year $ 65,101 $ 50,364 Year Ended December 31, 2023 2022 Change In Plan Assets Plan assets at fair value, beginning of year $ 38,053 $ 39,914 Actual return on plan assets 1,350 (2,863) Employer contributions 2,700 2,356 Employee contributions 1,182 999 Plan settlements — — Benefits paid (812) (998) Premiums paid (406) (391) Effect of foreign currency exchange rates 3,657 (964) Plan assets at fair value, end of year $ 45,724 $ 38,053 |
Schedule of Funded Status | Year Ended December 31, 2023 2022 Reconciliation Of Funded Status Fair value of plan assets $ 45,724 $ 38,053 Benefit obligations 65,101 50,364 Unfunded benefit obligations $ 19,377 $ 12,311 |
Schedule of Expected Benefit Payments | The following table is the summary of expected future benefit payments (in thousands): 2024 $ 2,457 2025 $ 2,618 2026 $ 2,251 2027 $ 2,193 2028 $ 2,388 Next five years $ 12,953 |
LEASES AND RELATED PARTY LEAS_2
LEASES AND RELATED PARTY LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases at December 31, 2023 were as follows: December 31, 2023 December 31, 2022 (In thousands, except lease term and discount rate) ROU assets $ 156,184 $ 148,284 Current lease liabilities 15,284 14,624 Non-current lease liabilities 166,849 157,420 Total lease liabilities $ 182,133 $ 172,044 Weighted average remaining lease term (in years): Leased facilities 16.3 years 16.9 years Leased vehicles 1.9 years 2.0 years Weighted average discount rate: Leased facilities 5.9 % 5.4 % Leased vehicles 2.7 % 2.7 % |
Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows: December 31, 2023 December 31, 2022 (In thousands) Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 20,655 $ 17,442 ROU assets obtained in exchange for lease liabilities: Operating leases 9,843 72,169 |
Schedule of Operating Lease Maturities | Future minimum lease payments under operating leases at December 31, 2023 were as follows: Related Parties Third Parties Total (In thousands) 2024 296 22,625 22,921 2025 296 21,843 22,139 2026 296 19,166 19,462 2027 296 18,013 18,309 2028 296 15,769 16,065 Thereafter 246 173,562 173,808 Total minimum lease payments $ 1,726 $ 270,978 $ 272,704 Less: Imputed interest $ 90,571 Total lease liabilities 182,133 Less: Current lease liabilities 15,284 Long-term lease liabilities 166,849 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) Before Income Taxes | Income before income taxes consisted of the following: Years Ended December 31, Dollars in thousands 2023 2022 2021 United States operations $ (31,649) $ 92,642 $ 91,150 Foreign operations 112,718 121,252 123,527 Total $ 81,069 $ 213,894 $ 214,677 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the U.S. Federal statutory rate to the Company’s effective tax rate is as follows: Years Ended December 31, 2023 2022 2021 Federal statutory rate 21.0 % 21.0 % 21.0 % Increase (decrease) in income taxes resulting from: State income taxes, net of federal tax benefit 2.9 % 0.1 % 1.9 % Benefit derived from foreign operations (17.2) % (1.6) % (3.3) % Nondeductible meals and entertainment 1.1 % 0.1 % 0.1 % Intercompany profit in inventory 3.3 % 0.3 % (0.2) % Research and development credit (5.7) % (1.4) % (1.2) % Nondeductible executive compensation & stock compensation shortfall 2.3 % (0.6) % (0.3) % Transaction and deal related costs 3.3 % (1.8) % 0.1 % Gain from sale of business - book to tax differences — % — % 3.9 % Changes in valuation allowances 4.9 % — % 0.1 % Other 0.5 % (0.5) % (0.9) % Effective tax rate 16.4 % 15.6 % 21.2 % |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following: Years Ended December 31, Dollars in thousands 2023 2022 2021 Current: Federal $ 10,973 $ 24,201 $ 31,938 State 2,851 3,835 11,377 Foreign 11,389 9,893 5,042 Total current $ 25,213 $ 37,929 $ 48,357 Deferred: Federal (19,060) (11,591) (12,830) State 93 (2,316) (3,688) Foreign 7,082 9,322 13,763 Total deferred $ (11,885) $ (4,585) $ (2,755) Provision for income taxes $ 13,328 $ 33,344 $ 45,602 |
Schedule of Deferred Tax Assets and Liabilities | The income tax effects of significant temporary differences that give rise to deferred tax assets and liabilities, shown before jurisdictional netting, are presented below: December 31, Dollars in thousands 2023 2022 Assets: Doubtful accounts $ 2,581 $ 2,261 Inventory related items 41,466 31,950 Tax credits 18,859 13,084 Accrued vacation 2,184 2,175 Accrued bonus 4,259 4,944 Stock compensation 9,117 10,175 Deferred revenue 1,849 2,130 Net operating loss carryforwards 28,799 30,707 Capitalization of research and development expenses 61,138 51,542 Unrealized foreign exchange gain 13,907 6,228 Charitable contributions carryforward 206 180 Leases and Other 55,271 55,228 Total deferred tax assets 239,636 210,604 Less valuation allowance (12,486) (9,651) Deferred tax assets after valuation allowance $ 227,150 $ 200,953 Liabilities: Intangible and fixed assets (168,229) (166,891) Unrealized foreign exchange loss (10,024) (12,991) Leases and Other (38,134) (38,415) Total deferred tax liabilities $ (216,387) $ (218,297) Total net deferred tax assets (liabilities) $ 10,763 $ (17,344) |
Schedule of Uncertain Tax Benefits Reconciliation | A reconciliation of the beginning and ending amount of uncertain tax benefits is as follows: Years Ended December 31, Dollars in thousands 2023 2022 2021 (In thousands) Balance, beginning of year $ 713 $ 676 $ 702 Gross increases: Current year tax positions — 37 — Prior years' tax positions 372 — — Lapse of statute (273) — — Other — — (26) Balance, end of year $ 812 $ 713 $ 676 |
Summary of Valuation Allowance | The valuation allowance at December 31, 2023 increased by $2.8 million, as compared to 2022, primarily driven by a $3.3 million increase related to the new Swiss tax credit. The valuation allowance for 2022 had remained substantially unchanged, as compared to 2021. Balance at Beginning of Period Charged to Costs and Expenses Other Deductions Balance at End of Period Description Dollars in thousands Year ended December 31, 2023 Deferred tax assets valuation allowance 14,672 3,069 26 56 17,823 Year ended December 31, 2022 Deferred tax assets valuation allowance 15,258 (515) — (71) 14,672 Year ended December 31, 2021 Deferred tax assets valuation allowance 13,825 1,444 89 (100) 15,258 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Basic And Diluted Net Income Per Share | Basic and diluted net income per share was as follows: Years Ended December 31, Dollars in thousands, except per share amounts 2023 2022 2021 Basic net income per share: Net income $ 67,741 $ 180,550 $ 169,075 Weighted average common shares outstanding 80,089 82,997 84,698 Basic net income per common share $ 0.85 $ 2.18 $ 2.00 Diluted net income per share: Net income $ 67,741 $ 180,550 $ 169,075 Weighted average common shares outstanding — Basic 80,089 82,997 84,698 Effect of dilutive securities: Stock options and restricted stock 248 519 787 Weighted average common shares for diluted earnings per share 80,337 83,516 85,485 Diluted net income per common share $ 0.84 $ 2.16 $ 1.98 |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Comprehensive Income (Loss) | Comprehensive income for the years ended December 31, 2023 and 2022: Dollars in thousands 2023 2022 2021 Net income $ 67,741 $ 180,550 $ 169,075 Foreign currency translation adjustment, net of tax (12,103) (17,807) (17,362) Change in unrealized loss/(gain) on derivatives, net of tax (6,658) 65,798 39,268 Pension liability adjustment, net of tax (6,610) 7,429 6,998 Comprehensive income, net 42,370 235,970 197,979 |
Schedule of Changes in Accumulated Other Comprehensive Loss by Component | Changes in accumulated other comprehensive loss by component between December 31, 2023 and 2022 are presented in the table below, net of tax: Dollars in thousands Gains and Losses on Derivatives Defined Benefit Pension Items Foreign Currency Items Total Balance at December 31, 2022 $ 28,147 $ 9,322 $ (27,204) $ 10,265 Other comprehensive gain (loss) (16,991) (6,610) (5,901) (29,502) Less: Amounts reclassified from accumulated other comprehensive income, net (10,333) — 6,202 (4,131) Net current-period other comprehensive gain (loss) (6,658) (6,610) (12,103) (25,371) Balance at December 31, 2023 $ 21,489 $ 2,712 $ (39,307) $ (15,106) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Contingent Consideration | A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the years ended December 31, 2023 and 2022 is as follows (in thousands): Contingent Consideration Liability Related to Acquisition of: Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates, Inc. (FN 4) Location in Financial Statements Balance as of January 1, 2023 $ 12,895 $ 230 $ 3,700 57,607 Change in fair value of contingent consideration liabilities 2,860 Research and development 2,327 (3,400) 11,093 Selling, general and administrative Balance as of December 31, 2023 15,755 2,557 300 68,700 Short-Term $ 7,778 $ — $ — $ 13,400 Accrued expenses and other current liabilities Long-Term 7,977 2,557 300 55,300 Other liabilities Total $ 15,755 $ 2,557 $ 300 $ 68,700 Contingent Consideration Liability Related to Acquisition of: Arkis Location in Financial Statements Derma Sciences ACell Inc. (FN 4) Surgical Innovations Associates, Inc. (FN 4) Location in Financial Statements Balance as of January 1, 2022 $ 15,099 $ 230 $ 21,800 $ — Additions — — — 57,607 Change in fair value of contingent consideration liabilities (2,204) Research and development — (18,100) Selling, general and administrative Balance as of December 31, 2022 $ 12,895 $ 230 $ 3,700 $ 57,607 Short-Term $ 2,845 $ — $ — $ — Long-Term 10,050 230 3,700 57,607 Accrued expenses and other current liabilities Total $ 12,895 $ 230 $ 3,700 $ 57,607 Other liabilities |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Profit, by Segment | Net sales and profit by reportable segment for the years ended December 31, 2023, 2022 and 2021 are as follows: Years Ended December 31, Dollars in thousands 2023 2022 2021 Segment Net Sales Codman Specialty Surgical $ 1,058,993 $ 1,019,564 $ 1,025,232 Tissue Technologies 482,580 538,102 517,216 Total revenues $ 1,541,573 $ 1,557,666 $ 1,542,448 Segment Profit Codman Specialty Surgical $ 450,530 $ 417,873 $ 439,471 Tissue Technologies 134,048 233,802 228,199 Segment profit 584,578 651,675 667,670 Amortization (12,376) (13,882) (16,914) Corporate and other (460,676) (398,873) (453,526) Operating income $ 111,526 $ 238,920 $ 197,230 |
Schedule of Geographic Revenue, by Area | Total revenue, net and long-lived assets (tangible) by major geographic area are summarized below: Dollars in thousands United States (1) Europe Asia Pacific Rest of the World Consolidated Total revenue, net: 2023 $ 1,100,730 $ 165,221 $ 193,096 $ 82,526 $ 1,541,573 2022 1,126,810 170,903 176,477 83,476 1,557,666 2021 1,089,526 191,327 182,034 79,561 1,542,448 Total long-lived assets: 2023 $ 481,508 $ 51,730 $ 19,842 $ 1,497 $ 554,577 2022 440,223 60,857 12,975 2,721 516,776 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 12 Months Ended | ||
Dec. 31, 2023 USD ($) Segment reporting_unit customer | Dec. 31, 2022 USD ($) customer | Dec. 31, 2021 USD ($) customer | |
Summary Of Significant Accounting Policies [Line Items] | |||
Provision (recoveries) for doubtful accounts | $ 3,000,000 | $ 200,000 | $ (1,100,000) |
Inventory, capitalized expenses | 0 | 0 | |
Depreciation expense | 40,900,000 | 40,100,000 | 39,400,000 |
Interest expense capitalized into property, plant, and equipment | $ 2,400,000 | ||
Number of reportable segments | Segment | 2 | ||
Number of reporting units | reporting_unit | 3 | ||
Contributions to Integra Foundation | $ 0 | 0 | 1,200,000 |
Foreign currency transaction gain (loss) | (4,400,000) | (3,300,000) | 100,000 |
Restructuring costs | $ 2,113,000 | 5,107,000 | 10,226,000 |
Defer payment and taxation, base salary, percentage (up to) | 75% | ||
Defer payment and taxation, bonus and other eligible cash compensation, percentage (up to) | 100% | ||
Interest paid | $ 44,300,000 | 42,200,000 | 43,200,000 |
Interest paid, capitalized into construction in progress | 2,400,000 | 1,400,000 | 1,200,000 |
Income taxes paid | 23,600,000 | 35,900,000 | 49,500,000 |
Property and equipment purchases included in liabilities | 10,000,000 | $ 10,500,000 | 4,700,000 |
Boston Recall | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Write off of inventory | $ 24,600,000 | ||
Rebound | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Development milestone payment to be paid | $ 5,000,000 | ||
Sales Revenue, Net | Customer Concentration Risk | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration risk, threshold percentage | 10% | 10% | 10% |
Concentration risk, number of customers over benchmark | customer | 0 | 0 | 0 |
Minimum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Manufacturing period for products shipped with no alternative use and right of payment for performance | 1 month | ||
Maximum | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Manufacturing period for products shipped with no alternative use and right of payment for performance | 3 months |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Roll forward of Valuation for Doubtful Accounts (Details) - SEC Schedule, 12-09, Allowance, Credit Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Period | $ 4,304 | $ 4,735 | $ 6,439 |
Charged to Costs and Expenses | 2,963 | 238 | (1,059) |
Other | 0 | 0 | 341 |
Deductions | (2,388) | (669) | (986) |
Balance at End of Period | $ 4,879 | $ 4,304 | $ 4,735 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Inventories, Net) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Finished goods | $ 196,402 | $ 172,088 |
Work in process | 74,035 | 70,598 |
Raw materials | 119,171 | 81,897 |
Total inventories, net | $ 389,608 | $ 324,583 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Property, Plant and Equipment Balances and Corresponding Lives) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Total | $ 707,646 | $ 641,031 |
Less: Accumulated depreciation | (367,447) | (329,729) |
Property, plant and equipment, net | 340,199 | 311,302 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total | 978 | 966 |
Buildings and building improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 14,859 | 14,710 |
Buildings and building improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Buildings and building improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 40 years | |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 171,062 | 163,342 |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 1 year | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 20 years | |
Machinery and production equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 198,127 | 182,730 |
Machinery and production equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 3 years | |
Machinery and production equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 20 years | |
Demonstration equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 3,896 | 3,792 |
Demonstration equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 4 years | |
Demonstration equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 5 years | |
Information systems and hardware | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 160,899 | 151,330 |
Information systems and hardware | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 1 year | |
Information systems and hardware | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 7 years | |
Furniture, fixtures, and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 20,549 | 20,286 |
Furniture, fixtures, and office equipment | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 1 year | |
Furniture, fixtures, and office equipment | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Useful Lives | 15 years | |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total | $ 137,276 | $ 103,875 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Balance, beginning of the year | $ 5,107 | $ 10,226 |
Payments and other adjustments | (4,042) | (12,267) |
Balance, end of the year | 2,113 | 5,107 |
Cost of goods sold | ||
Restructuring Reserve [Roll Forward] | ||
Charges: | 0 | 1,494 |
Research and development | ||
Restructuring Reserve [Roll Forward] | ||
Charges: | 0 | 72 |
Selling, general and administrative | ||
Restructuring Reserve [Roll Forward] | ||
Charges: | $ 1,048 | $ 5,582 |
REVENUES FROM CONTRACTS WITH _3
REVENUES FROM CONTRACTS WITH CUSTOMERS (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Number of days from shipment to issue a credit on returned goods | 90 days | |
Product returns, provision | $ 18,700 | |
Product returns, payments | 9,900 | |
Product returns, reserve | 8,800 | |
Short-term portion of contract liability | 8,540 | $ 7,253 |
Long-term portion of contract liability | $ 7,700 | |
Product warranty period (up to) | 2 years |
REVENUES FROM CONTRACTS WITH _4
REVENUES FROM CONTRACTS WITH CUSTOMERS (Narrative, Revenue Remaining Performance Obligation) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Contract liabilities | $ 8,540 | $ 7,253 |
Long-term portion of contract liability | 7,700 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Performance obligations expected to be satisfied | $ 8,500 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied, expected timing | 1 year | |
Performance obligations expected to be satisfied | $ 8,500 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Performance obligations expected to be satisfied | $ 4,200 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied, expected timing | 1 year | |
Performance obligations expected to be satisfied | $ 4,200 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Performance obligations expected to be satisfied | $ 2,100 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied, expected timing | 1 year | |
Performance obligations expected to be satisfied | $ 2,100 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Performance obligations expected to be satisfied | $ 1,100 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied, expected timing | 1 year | |
Performance obligations expected to be satisfied | $ 1,100 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2028-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Performance obligations expected to be satisfied | $ 200 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied, expected timing | 1 year | |
Performance obligations expected to be satisfied | $ 200 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2029-01-01 | ||
Revenue from Contract with Customer [Abstract] | ||
Performance obligations expected to be satisfied | $ 100 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied, expected timing | 1 year | |
Performance obligations expected to be satisfied | $ 100 |
REVENUES FROM CONTRACTS WITH _5
REVENUES FROM CONTRACTS WITH CUSTOMERS (Schedule of Changes in Contract Assets and Liabilities) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Contract Asset | |
Contract asset, Beginning of period | $ 10,122 |
Transferred to trade receivable from contract asset included in beginning of the year contract asset | (7,743) |
Written off from beginning of the year contract asset due to Boston recall | (2,379) |
Contract asset, net of transferred to trade receivables on contracts during the period | 9,233 |
Contract asset, End of Period | 9,233 |
Contract Liability | |
Contract liability, Beginning of Period | 16,127 |
Recognition of revenue included in beginning of year contract liability | (6,834) |
Contract liability, net of revenue recognized on contracts during the period | 6,951 |
Foreign currency translation | 8 |
Contract liability, End of Period | $ 16,252 |
REVENUES FROM CONTRACTS WITH _6
REVENUES FROM CONTRACTS WITH CUSTOMERS (Schedule of Revenues Disaggregated by Major Source) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 1,541,573 | $ 1,557,666 | $ 1,542,448 |
Codman Specialty Surgical | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 1,058,993 | 1,019,564 | 1,025,232 |
Codman Specialty Surgical | Neurosurgery | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 818,101 | 794,017 | 802,959 |
Codman Specialty Surgical | Instruments | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 240,892 | 225,547 | 222,273 |
Tissue Technologies | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 482,580 | 538,102 | 517,216 |
Tissue Technologies | Wound Reconstruction and Care | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 373,986 | 406,689 | 392,463 |
Tissue Technologies | Private Label | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 108,594 | $ 131,413 | $ 124,753 |
ACQUISITIONS AND DIVESTITURES -
ACQUISITIONS AND DIVESTITURES - Business Acquisitions, Narrative (Details) | 1 Months Ended | ||||||
Dec. 06, 2022 USD ($) | Dec. 06, 2022 USD ($) payment | Dec. 06, 2022 USD ($) contingentLiability | Jan. 20, 2021 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | |
Surgical Innovation Association Inc | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 51,500,000 | ||||||
Contingent consideration, cash payments due upon achievement of certain revenue-based performance milestones (up to) | $ 90,000,000 | $ 90,000,000 | $ 90,000,000 | ||||
Business Acquisition, number of payments | 2 | 2 | |||||
Discount rate | 18% | 18% | 18% | ||||
Contingent consideration | $ 57,607,000 | $ 57,607,000 | $ 57,607,000 | ||||
Surgical Innovation Association Inc | Revenue Based Performance Milestones | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration, cash payments due upon achievement of certain revenue-based performance milestones (up to) | 50,000,000 | 50,000,000 | 50,000,000 | ||||
Contingent consideration, cash payments due upon achievement of certain milestones | 32,600,000 | 32,600,000 | 32,600,000 | $ 41,800,000 | |||
Surgical Innovation Association Inc | FDA Approval Of Premarket Approval | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration, cash payments due upon achievement of certain revenue-based performance milestones (up to) | 40,000,000 | 40,000,000 | 40,000,000 | ||||
Contingent consideration, cash payments due upon achievement of certain milestones | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | 26,900,000 | |||
Acclarent, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration, cash payments due upon achievement of certain milestones | 5,000,000 | ||||||
Purchase price of business acquisition | 275,000,000 | ||||||
ACell, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire business | $ 306,900,000 | ||||||
Contingent consideration, cash payments due upon achievement of certain revenue-based performance milestones (up to) | $ 100,000,000 | ||||||
Discount rate | 8.50% | ||||||
Working capital adjustment | $ 1,300,000 | ||||||
Contingent consideration | $ 23,900,000 | $ 300,000 | $ 3,700,000 | ||||
ACell, Inc. | Revenue-Based Performance Milestones In 2023 | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration, cash payments due upon achievement of certain revenue-based performance milestones (up to) | 50,000,000 | ||||||
ACell, Inc. | Revenue Based Performance Milestones In 2025 | |||||||
Business Acquisition [Line Items] | |||||||
Contingent consideration, cash payments due upon achievement of certain revenue-based performance milestones (up to) | $ 50,000,000 |
ACQUISITIONS AND DIVESTITURES_2
ACQUISITIONS AND DIVESTITURES - Fair Value Acquisition SIA (Details) - USD ($) $ in Thousands | Dec. 06, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,055,462 | $ 1,038,881 | $ 1,013,458 | |
Surgical Innovation Association Inc | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 4,438 | |||
Trade accounts receivable, net | 1,551 | |||
Inventories, net | 2,900 | |||
Prepaid expenses and other current assets | 1,654 | |||
Total current assets | 10,543 | |||
Intangible assets | 75,000 | |||
Goodwill | 41,380 | |||
Total assets acquired | 126,923 | |||
Accounts payable | 2,044 | |||
Total current liabilities | 2,044 | |||
Deferred tax liability | 11,325 | |||
Contingent consideration | 57,607 | |||
Total liabilities assumed | 70,976 | |||
Net assets acquired | $ 55,947 | |||
Weighted Average Life | 14 years |
ACQUISITIONS AND DIVESTITURES_3
ACQUISITIONS AND DIVESTITURES - Divestitures, Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Aug. 31, 2022 | Jan. 04, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Proceeds from sale of business | $ 0 | $ 23,960 | $ 190,468 | ||
Gain from sale of businesses | 0 | 644 | 41,798 | ||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Traditional Wound Care | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale of business, disposition price | $ 28,800 | ||||
Proceeds from sale of business | 27,800 | ||||
Sale of business, contingent consideration | $ 1,000 | ||||
Period for revenue based performance milestone | 2 years | ||||
Cash divested from deconsolidation | $ 3,500 | ||||
Gain from sale of businesses | $ 600 | ||||
Discontinued operation, continuing involvement, prepaid asset | $ 11,100 | ||||
Inventory purchase, prepaid expenses and other current assets | $ 400 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extremity Orthopedics | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale of business, disposition price | $ 240,000 | ||||
Gain from sale of businesses | $ 41,800 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Extremity Orthopedics | Consortium of Focused Orthopedists, LLC | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Sale of extremity orthopedics business, payment for terminating license agreement | $ 41,500 |
ACQUISITIONS AND DIVESTITURES_4
ACQUISITIONS AND DIVESTITURES - Fair Value Acquisition ACell (Details) - USD ($) $ in Thousands | Jan. 20, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,055,462 | $ 1,038,881 | $ 1,013,458 | |
ACell, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash | $ 2,726 | |||
Trade accounts receivable, net | 16,469 | |||
Inventories, net | 18,299 | |||
Prepaid expenses and other current assets | 1,498 | |||
Total current assets | 38,992 | |||
Property, plant and equipment, net | 13,769 | |||
Intangible assets | 245,000 | |||
Goodwill | 94,147 | |||
Right of use asset - operating leases | 9,259 | |||
Deferred tax assets | 7,465 | |||
Other assets | 148 | |||
Total assets acquired | 408,780 | |||
Accounts payable | 718 | |||
Accrued expenses | 5,966 | |||
Current portion of lease liability - operating leases | 1,673 | |||
Total current liabilities | 8,357 | |||
Other long-term liability | 276 | |||
Lease liability - operating leases | 7,585 | |||
Deferred tax liability | 61,724 | |||
Contingent consideration | 23,900 | $ 300 | $ 3,700 | |
Total liabilities assumed | 101,842 | |||
Net assets acquired | $ 306,938 | |||
ACell, Inc. | Minimum | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Life | 13 years | |||
ACell, Inc. | Maximum | ||||
Business Acquisition [Line Items] | ||||
Weighted Average Life | 14 years |
DEBT (Narrative) (Details)
DEBT (Narrative) (Details) | 12 Months Ended | |||||
Feb. 04, 2020 USD ($) $ / shares | Dec. 31, 2023 USD ($) | Dec. 15, 2023 USD ($) | Mar. 24, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 09, 2020 USD ($) | |
Debt Instrument [Line Items] | ||||||
Term loan component of senior credit facility, classified as current | $ 14,531,000 | $ 38,125,000 | ||||
Interest payments, year one | 52,400,000 | |||||
Interest payments, year two | 50,500,000 | |||||
Interest payments, year three | 47,900,000 | |||||
Interest payments, after year three | 54,700,000 | |||||
Long-term convertible securities | 570,255,000 | 567,341,000 | ||||
Issuance costs associated with amendment | $ 300,000 | |||||
Securitization facility, agreement term (in years) | 3 years | |||||
Remaining unamortized issuance costs | $ 100,000 | |||||
Securitization facility, outstanding borrowings, maximum limit | 150,000,000 | |||||
Secured long-term debt, securitization program | $ 89,200,000 | $ 104,700,000 | ||||
Security facility, weighted average interest rate | 5.90% | 5% | ||||
Level 2 | ||||||
Debt Instrument [Line Items] | ||||||
Securitization facility, fair value of amount outstanding | $ 87,100,000 | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 1,300,000,000 | |||||
Debt issuance costs, net | 7,600,000 | |||||
Previously capitalized financing costs, written-off | 200,000 | |||||
Line of credit facility outstanding | $ 70,000,000 | $ 0 | ||||
Weighted average interest rate on debt | 6.80% | |||||
Standby Letters of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 60,000,000 | |||||
Swingline Loan | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 60,000,000 | |||||
Senior Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | 2,100,000,000 | |||||
Senior Credit Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, commitment fee percentage | 0.15% | |||||
Senior Credit Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit, commitment fee percentage | 0.30% | |||||
Senior Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, basis spread adjustment on variable rate | 0.10% | |||||
Interest rates available to the company at its option | 1% | |||||
Senior Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rates available to the company at its option | 1% | |||||
Senior Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rates available to the company at its option | 1.75% | |||||
Senior Credit Facility | Overnight Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Interest rates available to the company at its option | 0.50% | |||||
Senior Credit Facility | Standby Letters of Credit | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility outstanding | $ 0 | |||||
Letters of credit outstanding | 1,700,000 | 1,600,000 | ||||
Term Loan Facility | Secured Debt | ||||||
Debt Instrument [Line Items] | ||||||
Maximum borrowing capacity | $ 775,000,000 | |||||
Line of credit facility outstanding | $ 775,000,000 | $ 775,000,000 | ||||
Weighted average interest rate on debt | 6.80% | 5.60% | ||||
Term loan component of senior credit facility, classified as current | $ 14,500,000 | $ 38,100,000 | ||||
Term Loan Facility | Secured Debt | Level 2 | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, fair value of amount outstanding | 762,900,000 | |||||
2025 Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes, aggregate principal amount | $ 575,000,000 | |||||
Convertible notes, interest rate | 0.50% | |||||
Initial conversion rate | 0.0135739 | |||||
Initial conversion price (in dollars per share) | $ / shares | $ 73.67 | |||||
Maximum selling price of the company's common stock of the conversion price | 130% | |||||
Maximum average conversion value of notes | 98% | |||||
Combination settlement for debt conversion, minimum settled in cash per principal amount | $ 1,000 | |||||
Redemption price, percentage | 100% | |||||
Warrant strike price (in dollars per share) | $ / shares | $ 113.34 | |||||
Long-term convertible securities | 575,000,000 | |||||
Fair value | $ 541,200,000 | |||||
2025 Notes | Convertible Debt | Call Option | ||||||
Debt Instrument [Line Items] | ||||||
Cost of call transactions | $ 104,200,000 | |||||
Proceeds from warrant transactions | $ 44,500,000 | |||||
Initial strike price (in dollars per share) | $ / shares | $ 73.67 |
DEBT (Maximum Total Leverage Ra
DEBT (Maximum Total Leverage Ratio Table) (Details) - Senior Credit Facility | Mar. 24, 2023 | Feb. 03, 2020 |
March 31, 2023 through December 31, 2024 | ||
Debt Instrument [Line Items] | ||
Debt instrument, covenant, maximum leverage ratio | 4.50 | |
March 31, 2025 through June 30, 2026 | ||
Debt Instrument [Line Items] | ||
Debt instrument, covenant, maximum leverage ratio | 4.25 | |
September 30, 2026 and the last day of each fiscal quarter thereafter | ||
Debt Instrument [Line Items] | ||
Debt instrument, covenant, maximum leverage ratio | 4 |
DEBT (Schedule of Debt Maturity
DEBT (Schedule of Debt Maturity) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 14,531 |
2025 | 33,906 |
2026 | 38,750 |
Thereafter | 687,813 |
Principal Repayment | $ 775,000 |
DERIVATIVE INSTRUMENTS (Schedul
DERIVATIVE INSTRUMENTS (Schedule of Interest Rate Swap Derivatives) (Details) - Cash Flow Hedging - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Derivative [Line Items] | ||
Estimated Fair Value | $ 43,556 | $ 56,712 |
Interest Rate Swap Designated March 31, 2023 | ||
Derivative [Line Items] | ||
Notional Amount | 0 | |
Estimated Fair Value | (1,829) | |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Derivative [Line Items] | ||
Notional Amount | 1,475,000 | 1,475,000 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated December 13, 2017 Tranche 2 | ||
Derivative [Line Items] | ||
Notional Amount | $ 150,000 | $ 150,000 |
Fixed Interest Rate | 2.423% | 2.423% |
Estimated Fair Value | $ 2,105 | $ 5,012 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated December 13, 2017 Tranche 3 | ||
Derivative [Line Items] | ||
Notional Amount | $ 200,000 | $ 200,000 |
Fixed Interest Rate | 2.313% | 2.313% |
Estimated Fair Value | $ 4,978 | $ 8,380 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated October 10, 2018 Tranche 1 | ||
Derivative [Line Items] | ||
Notional Amount | $ 75,000 | $ 75,000 |
Fixed Interest Rate | 3.22% | 3.22% |
Estimated Fair Value | $ 1,349 | $ 1,831 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated October 10, 2018 Tranche 2 | ||
Derivative [Line Items] | ||
Notional Amount | $ 75,000 | $ 75,000 |
Fixed Interest Rate | 3.199% | 3.199% |
Estimated Fair Value | $ 1,312 | $ 1,905 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated October 10, 2018 Tranche 3 | ||
Derivative [Line Items] | ||
Notional Amount | $ 75,000 | $ 75,000 |
Fixed Interest Rate | 3.209% | 3.209% |
Estimated Fair Value | $ 1,346 | $ 1,970 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated December 18, 2018 Tranche 1 | ||
Derivative [Line Items] | ||
Notional Amount | $ 100,000 | $ 100,000 |
Fixed Interest Rate | 2.885% | 2.885% |
Estimated Fair Value | $ 3,015 | $ 4,252 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated December 18, 2018 Tranche 2 | ||
Derivative [Line Items] | ||
Notional Amount | $ 100,000 | $ 100,000 |
Fixed Interest Rate | 2.867% | 2.867% |
Estimated Fair Value | $ 3,052 | $ 4,153 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated December 15, 2020 Tranche 1 | ||
Derivative [Line Items] | ||
Notional Amount | $ 575,000 | $ 575,000 |
Fixed Interest Rate | 1.415% | 1.415% |
Estimated Fair Value | $ 22,965 | $ 23,742 |
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Interest Rate Swap Designated December 15, 2020 Tranche 2 | ||
Derivative [Line Items] | ||
Notional Amount | $ 125,000 | $ 125,000 |
Fixed Interest Rate | 1.404% | 1.404% |
Estimated Fair Value | $ 5,263 | $ 5,467 |
DERIVATIVE INSTRUMENTS (Narrati
DERIVATIVE INSTRUMENTS (Narrative) (Details) SFr in Millions | 12 Months Ended | ||||||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CHF (SFr) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 22, 2023 USD ($) | Sep. 22, 2023 CHF (SFr) | Jun. 30, 2021 USD ($) | Dec. 21, 2020 USD ($) | Dec. 21, 2020 CHF (SFr) | |
Derivative [Line Items] | |||||||||
Gain (loss) estimated to be reclassified to earnings during next twelve months | $ 0 | ||||||||
Gain (loss) recorded in AOCL, change in fair value | (22,071,000) | $ 104,351,000 | $ 68,192,000 | ||||||
Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) recorded in AOCL, change in fair value | (52,809,000) | 104,351,000 | |||||||
Amount of gain (loss) reclassified from AOCI into earnings | (5,577,000) | 18,859,000 | |||||||
Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) estimated to be reclassified to earnings during next twelve months | 14,100,000 | ||||||||
Interest Rate Swap | Cash Flow Hedging | Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) recognized in accumulated other comprehensive income | 4,900,000 | 93,300,000 | |||||||
Gain (loss) recognized in other income | 18,100,000 | (7,400,000) | |||||||
Notional amount | 1,500,000,000 | 1,500,000,000 | |||||||
Forward Currency Forward Contracts | Cash Flow Hedging | Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | 0 | ||||||||
Forward Currency Forward Contracts | Cash Flow Hedging | Designated as Hedging Instrument | Cost of goods sold | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) recorded in AOCL, change in fair value | 436,000 | ||||||||
Amount of gain (loss) reclassified from AOCI into earnings | 436,000 | ||||||||
Cross-Currency Interest Rate Swap | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) recognized in other income | 5,500,000 | 8,400,000 | |||||||
Gain (loss) estimated to be reclassified to earnings during next twelve months | (4,300,000) | ||||||||
Notional amount | $ 471,600,000 | SFr 420.1 | |||||||
Intercompany loan, quarterly payment | SFr | SFr 5.8 | ||||||||
Gain (loss) recorded in AOCL, change in fair value | (27,400,000) | 8,800,000 | |||||||
Cross-Currency Interest Rate Swap | Codman | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount settled | SFr | SFr 20 | ||||||||
Cross-Currency Interest Rate Swap | Cash Flow Hedging | Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) recognized in other income | (37,400,000) | 11,100,000 | |||||||
Cross-Currency Interest Rate Swap | Net Investment Hedging | Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Gain (loss) recognized in other income | 7,800,000 | 6,800,000 | |||||||
Gain (loss) recorded, net investment hedge, change in fair value | $ (30,700,000) | $ 2,200,000 | |||||||
Cross-Currency Interest Rate Swap | Short | Codman | |||||||||
Derivative [Line Items] | |||||||||
Derivative, notional amount, terminated | $ 48,500,000 | ||||||||
Notional amount | $ 31,500,000 | SFr 28.5 | |||||||
Currency Swap | Not Designated as Hedging Instrument | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 5,500,000 | $ 7,300,000 |
DERIVATIVE INSTRUMENTS (Sched_2
DERIVATIVE INSTRUMENTS (Schedule of Cross-Currency Swap Derivatives) (Details) € in Thousands, SFr in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CHF (SFr) | Dec. 31, 2023 EUR (€) | Sep. 22, 2023 USD ($) | Sep. 22, 2023 CHF (SFr) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2022 EUR (€) | Dec. 21, 2020 USD ($) | Dec. 21, 2020 CHF (SFr) |
Cross-Currency Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Aggregate Notional Amount | $ 471,600,000 | SFr 420,100 | ||||||||
Cross-Currency Interest Rate Swap | Short | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Aggregate Notional Amount | $ 31,500,000 | SFr 28,500 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ 43,556,000 | $ 56,712,000 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ (38,324,000) | (4,241,000) | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | Long | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 3% | 3% | 3% | |||||||
Aggregate Notional Amount | SFr | SFr 351,137 | SFr 374,137 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | Short | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 3.98% | 3.98% | 3.98% | |||||||
Aggregate Notional Amount | $ 394,183,000 | 420,001,000 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ 0 | (3,528,000) | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | Long | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 1.95% | 1.95% | 1.95% | |||||||
Aggregate Notional Amount | SFr | SFr 0 | 48,532 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | Short | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 5.32% | 5.32% | 5.32% | |||||||
Aggregate Notional Amount | $ 0 | 49,142,000 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ (2,348,000) | 0 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | Long | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 2.40% | 2.40% | 2.40% | |||||||
Aggregate Notional Amount | SFr | SFr 28,500 | 0 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | Short | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 6.27% | 6.27% | 6.27% | |||||||
Aggregate Notional Amount | $ 31,457,000 | 0 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap | Codman | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | (40,672,000) | (7,769,000) | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ 0 | 4,713,000 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | Long | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 0% | 0% | 0% | |||||||
Aggregate Notional Amount | € | € 0 | € 51,760 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | Short | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 2.57% | 2.57% | 2.57% | |||||||
Aggregate Notional Amount | $ 0 | 60,000,000 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ 2,475,000 | 4,307,000 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | Long | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 0% | 0% | 0% | |||||||
Aggregate Notional Amount | € | € 38,820 | € 38,820 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | Short | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 2.19% | 2.19% | 2.19% | |||||||
Aggregate Notional Amount | $ 45,000,000 | 45,000,000 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ (48,047,000) | (14,663,000) | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | Long | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 0% | 0% | 0% | |||||||
Aggregate Notional Amount | SFr | SFr 288,210 | 288,210 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | Short | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 1.94% | 1.94% | 1.94% | |||||||
Aggregate Notional Amount | $ 300,000,000 | 300,000,000 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Four | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ (4,037,000) | 0 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Four | Long | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 0% | 0% | 0% | |||||||
Aggregate Notional Amount | SFr | SFr 66,525 | SFr 0 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Four | Short | ||||||||||
Derivative [Line Items] | ||||||||||
Fixed Rate | 2.54% | 2.54% | 2.54% | |||||||
Aggregate Notional Amount | $ 75,000,000 | 0 | ||||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap | ||||||||||
Derivative [Line Items] | ||||||||||
Fair Value Asset (Liability) | $ (49,609,000) | $ (5,643,000) |
DERIVATIVE INSTRUMENTS (Sched_3
DERIVATIVE INSTRUMENTS (Schedule of Net Investment Hedges Derivatives) (Details) € in Thousands, SFr in Thousands | Dec. 31, 2023 USD ($) | Dec. 31, 2023 CHF (SFr) | Dec. 31, 2023 EUR (€) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 CHF (SFr) | Dec. 31, 2022 EUR (€) | Dec. 21, 2020 USD ($) | Dec. 21, 2020 CHF (SFr) |
Cross-Currency Interest Rate Swap | ||||||||
Derivative [Line Items] | ||||||||
Aggregate Notional Amount | $ 471,600,000 | SFr 420,100 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | ||||||||
Derivative [Line Items] | ||||||||
Fair Value Asset (Liability) | $ 0 | $ 4,713,000 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | Long | ||||||||
Derivative [Line Items] | ||||||||
Fixed Interest Rate | 0% | 0% | 0% | |||||
Aggregate Notional Amount | € | € 0 | € 51,760 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap One | Short | ||||||||
Derivative [Line Items] | ||||||||
Fixed Interest Rate | 2.57% | 2.57% | 2.57% | |||||
Aggregate Notional Amount | $ 0 | 60,000,000 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | ||||||||
Derivative [Line Items] | ||||||||
Fair Value Asset (Liability) | $ 2,475,000 | 4,307,000 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | Long | ||||||||
Derivative [Line Items] | ||||||||
Fixed Interest Rate | 0% | 0% | 0% | |||||
Aggregate Notional Amount | € | € 38,820 | € 38,820 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Two | Short | ||||||||
Derivative [Line Items] | ||||||||
Fixed Interest Rate | 2.19% | 2.19% | 2.19% | |||||
Aggregate Notional Amount | $ 45,000,000 | 45,000,000 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | ||||||||
Derivative [Line Items] | ||||||||
Fair Value Asset (Liability) | $ (48,047,000) | (14,663,000) | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | Long | ||||||||
Derivative [Line Items] | ||||||||
Fixed Interest Rate | 0% | 0% | 0% | |||||
Aggregate Notional Amount | SFr | SFr 288,210 | SFr 288,210 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Three | Short | ||||||||
Derivative [Line Items] | ||||||||
Fixed Interest Rate | 1.94% | 1.94% | 1.94% | |||||
Aggregate Notional Amount | $ 300,000,000 | 300,000,000 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Four | ||||||||
Derivative [Line Items] | ||||||||
Fair Value Asset (Liability) | $ (4,037,000) | 0 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Four | Long | ||||||||
Derivative [Line Items] | ||||||||
Fixed Interest Rate | 0% | 0% | 0% | |||||
Aggregate Notional Amount | SFr | SFr 66,525 | SFr 0 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap Four | Short | ||||||||
Derivative [Line Items] | ||||||||
Fixed Interest Rate | 2.54% | 2.54% | 2.54% | |||||
Aggregate Notional Amount | $ 75,000,000 | 0 | ||||||
Net Investment Hedging | Designated as Hedging Instrument | Cross-Currency Interest Rate Swap | ||||||||
Derivative [Line Items] | ||||||||
Fair Value Asset (Liability) | $ (49,609,000) | $ (5,643,000) |
DERIVATIVE INSTRUMENTS (Fair Va
DERIVATIVE INSTRUMENTS (Fair Value of Derivative Instruments By Balance Sheet Location) (Details) SFr in Millions | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 21, 2020 USD ($) | Dec. 21, 2020 CHF (SFr) |
Cross-currency swap | ||||
Derivatives, Fair Value [Line Items] | ||||
Aggregate Notional Amount | $ 471,600,000 | SFr 420.1 | ||
Designated as Hedging Instrument | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Assets | $ 50,330,000 | $ 76,173,000 | ||
Total derivatives designated as hedges — Liabilities | 97,055,000 | 32,874,000 | ||
Designated as Hedging Instrument | Interest rate swap | Cash Flow Hedging | ||||
Derivatives, Fair Value [Line Items] | ||||
Aggregate Notional Amount | 1,500,000,000 | 1,500,000,000 | ||
Designated as Hedging Instrument | Interest rate swap | Cash Flow Hedging | Prepaid expenses and other current assets | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Assets | 14,675,000 | 16,682,000 | ||
Designated as Hedging Instrument | Interest rate swap | Cash Flow Hedging | Other assets | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Assets | 30,710,000 | 40,030,000 | ||
Designated as Hedging Instrument | Interest rate swap | Cash Flow Hedging | Accrued expenses and other current liabilities | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Liabilities | 579,000 | 0 | ||
Designated as Hedging Instrument | Interest rate swap | Cash Flow Hedging | Other liabilities | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Liabilities | 1,250,000 | 0 | ||
Designated as Hedging Instrument | Cross-currency swap | Cash Flow Hedging | Prepaid expenses and other current assets | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Assets | 537,000 | 4,497,000 | ||
Designated as Hedging Instrument | Cross-currency swap | Cash Flow Hedging | Accrued expenses and other current liabilities | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Liabilities | 4,813,000 | 3,528,000 | ||
Designated as Hedging Instrument | Cross-currency swap | Cash Flow Hedging | Other liabilities | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Liabilities | 36,396,000 | 8,738,000 | ||
Designated as Hedging Instrument | Cross-currency swap | Net Investment Hedging | Prepaid expenses and other current assets | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Assets | 2,938,000 | 11,653,000 | ||
Designated as Hedging Instrument | Cross-currency swap | Net Investment Hedging | Other assets | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Assets | 1,470,000 | 3,311,000 | ||
Designated as Hedging Instrument | Cross-currency swap | Net Investment Hedging | Accrued expenses and other current liabilities | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Liabilities | 2,903,000 | 0 | ||
Designated as Hedging Instrument | Cross-currency swap | Net Investment Hedging | Other liabilities | ||||
Derivatives, Fair Value [Line Items] | ||||
Total derivatives designated as hedges — Liabilities | $ 51,114,000 | $ 20,608,000 |
DERIVATIVE INSTRUMENTS (Effect
DERIVATIVE INSTRUMENTS (Effect of Derivative Instruments Designated Cash Flow Hedges on Statements of Operations) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance, beginning of period | $ 1,804,403 | $ 1,684,804 | $ 1,514,867 |
Amount of Gain (Loss) Recognized in AOCI | (22,071) | 104,351 | 68,192 |
Balance, end of period | 1,587,884 | 1,804,403 | 1,684,804 |
Accumulated Other Comprehensive Income | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance, beginning of period | 10,265 | (45,155) | (74,059) |
Balance, end of period | (15,106) | 10,265 | (45,155) |
Cross-currency swap | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Amount of Gain (Loss) Recognized in AOCI | (27,400) | 8,800 | |
Designated as Hedging Instrument | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Amount of Gain (Loss) Recognized in AOCI | (52,809) | 104,351 | |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | (5,577) | 18,859 | |
Designated as Hedging Instrument | Accumulated Other Comprehensive Income | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance, beginning of period | 29,527 | (55,965) | |
Balance, end of period | (17,705) | 29,527 | (55,965) |
Designated as Hedging Instrument | Interest rate swap | Interest expense | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance, beginning of period | 56,712 | (43,956) | |
Amount of Gain (Loss) Recognized in AOCI | 4,899 | 93,308 | |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 18,055 | (7,360) | |
Balance, end of period | 43,556 | 56,712 | (43,956) |
Designated as Hedging Instrument | Cross-currency swap | Other income, net | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance, beginning of period | (20,271) | (9,688) | |
Amount of Gain (Loss) Recognized in AOCI | (27,406) | 8,847 | |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | (31,914) | 19,430 | |
Balance, end of period | (15,763) | (20,271) | (9,688) |
Designated as Hedging Instrument | Cross-currency swap | Interest income | Net Investment Hedging | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance, beginning of period | (6,914) | (2,321) | |
Amount of Gain (Loss) Recognized in AOCI | (30,738) | 2,196 | |
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 7,846 | 6,789 | |
Balance, end of period | (45,498) | (6,914) | $ (2,321) |
Designated as Hedging Instrument | Forward Currency Forward Contracts | Cost of goods sold | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Roll Forward] | |||
Balance, beginning of period | 0 | ||
Amount of Gain (Loss) Recognized in AOCI | 436 | ||
Amount of Gain (Loss) Reclassified from AOCI into Earnings | 436 | ||
Balance, end of period | $ 0 | $ 0 |
DERIVATIVE INSTRUMENTS- (Schedu
DERIVATIVE INSTRUMENTS- (Schedule of Gains and (Loss) of Derivative Instruments) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative instruments not designated as hedging instruments, gain (loss), net | $ 566 | $ 1,258 |
Currency Swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative instruments not designated as hedging instruments, gain (loss), net | $ 566 | $ 1,258 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS (Narrative) (Details) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2023 USD ($) reporting_unit | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Goodwill [Line Items] | ||||
Number of reporting units | reporting_unit | 3 | |||
Percentage of fair value in excess of carrying amount | 20% | |||
Intangible assets, net | $ 1,067,833,000 | $ 1,126,609,000 | ||
Impairment | 0 | |||
Amortization expense | 82,800,000 | 78,300,000 | $ 83,300,000 | |
Expected annual amortization expense, 2024 | 82,700,000 | |||
Expected annual amortization expense, 2025 | 82,700,000 | |||
Expected annual amortization expense, 2026 | 82,500,000 | |||
Expected annual amortization expense, 2027 | 80,600,000 | |||
Expected annual amortization expense, 2028 | 79,000,000 | |||
Expected annual amortization expense, thereafter | 481,200,000 | |||
Amortization of product technology | 70,400,000 | $ 64,400,000 | $ 66,500,000 | |
Measurement Input, Long-Term Revenue Growth Rate | Valuation Technique, Discounted Cash Flow | ||||
Goodwill [Line Items] | ||||
Measurement input | 0.02 | |||
Measurement Input, Discount Rate | Valuation Technique, Discounted Cash Flow | ||||
Goodwill [Line Items] | ||||
Measurement input | 0.10 | |||
Customer Relationships | Boston Recall | ||||
Goodwill [Line Items] | ||||
Intangible assets, net | 7,600,000 | |||
Completed technology | Boston Recall | ||||
Goodwill [Line Items] | ||||
Intangible assets, net | $ 28,800,000 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS (Schedule of Changes in Carrying Amount of Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Beginning of period | $ 1,038,881 | $ 1,013,458 |
Sale of non-core traditional wound care business | 0 | (5,019) |
Foreign currency translation | 16,963 | (11,413) |
End of period | 1,055,462 | 1,038,881 |
Surgical Innovation Association Inc | ||
Goodwill [Roll Forward] | ||
SIA Acquisition | 41,855 | |
SIA Acquisition | (382) | |
Codman Specialty Surgical | ||
Goodwill [Roll Forward] | ||
Beginning of period | 656,219 | 663,428 |
Sale of non-core traditional wound care business | 0 | 0 |
Foreign currency translation | 10,718 | (7,209) |
End of period | 666,937 | 656,219 |
Codman Specialty Surgical | Surgical Innovation Association Inc | ||
Goodwill [Roll Forward] | ||
SIA Acquisition | 0 | |
SIA Acquisition | 0 | |
Tissue Technologies | ||
Goodwill [Roll Forward] | ||
Beginning of period | 382,662 | 350,030 |
Sale of non-core traditional wound care business | 0 | (5,019) |
Foreign currency translation | 6,245 | (4,204) |
End of period | 388,525 | 382,662 |
Tissue Technologies | Surgical Innovation Association Inc | ||
Goodwill [Roll Forward] | ||
SIA Acquisition | $ 41,855 | |
SIA Acquisition | $ (382) |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS (Components of Company's Identifiable Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,729,837 | $ 1,697,532 |
Accumulated Amortization | (662,004) | (570,923) |
Net | 1,067,833 | 1,126,609 |
Codman trade name | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Cost | 174,531 | 166,693 |
Net | $ 174,531 | $ 166,693 |
Completed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 18 years | 18 years |
Cost | $ 1,226,128 | $ 1,204,325 |
Accumulated Amortization | (448,519) | (370,968) |
Net | $ 777,609 | $ 833,357 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 12 years | 12 years |
Cost | $ 193,895 | $ 193,081 |
Accumulated Amortization | (152,160) | (144,040) |
Net | $ 41,735 | $ 49,041 |
Trademarks/brand names | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 28 years | 28 years |
Cost | $ 98,892 | $ 97,265 |
Accumulated Amortization | (38,754) | (34,674) |
Net | $ 60,138 | $ 62,591 |
Supplier relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 30 years | 30 years |
Cost | $ 30,211 | $ 30,211 |
Accumulated Amortization | (18,148) | (17,170) |
Net | $ 12,063 | $ 13,041 |
All other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Life | 11 years | 11 years |
Cost | $ 6,180 | $ 5,957 |
Accumulated Amortization | (4,423) | (4,071) |
Net | $ 1,757 | $ 1,886 |
TREASURY STOCK - Narrative (Det
TREASURY STOCK - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||||||||||
Aug. 15, 2023 | Jan. 26, 2023 | Jan. 12, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 18, 2023 | Jul. 18, 2023 | May 04, 2023 | Apr. 26, 2023 | Apr. 26, 2022 | Mar. 24, 2022 | |
Class of Stock [Line Items] | |||||||||||
Treasury stock outstanding (in shares) | 12,751 | 6,823 | |||||||||
Treasury stock | $ 647,262 | $ 362,862 | |||||||||
Treasury stock, average cost per share (in dollars per share) | $ 50.76 | $ 53.18 | |||||||||
Accelerated share repurchase program, receipt (payment) | $ 125,000 | $ 150,000 | $ 125,000 | ||||||||
Accelerated share repurchases, shares received at inception | 2,300 | 2,100 | 1,480 | ||||||||
Accelerated share repurchases, percentage of expected total repurchased | 80% | 80% | 80% | ||||||||
Accelerated share repurchases, additional shares received | 900 | 310 | 300 | 460 | |||||||
Excise Tax Payable On Share Repurchases | $ 2,500 | ||||||||||
Stock repurchase program, authorized amount (up to) | $ 225,000 | ||||||||||
Accelerated share repurchases, percentage of expected total repurchased | 10,000,000,000% | ||||||||||
2022 Share Repurchase Program | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock repurchase program, authorized amount (up to) | $ 225,000 |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of Employee Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 20,142 | $ 27,725 | $ 36,210 |
Total estimated tax benefit related to stock-based compensation expense | 5,223 | 10,574 | 13,804 |
Net effect on net income | 14,919 | 17,151 | 22,406 |
Cost of goods sold | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 588 | 549 | 470 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 2,071 | 1,739 | 1,644 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 17,483 | $ 25,437 | $ 34,096 |
STOCK-BASED COMPENSATION (Narra
STOCK-BASED COMPENSATION (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2017 | May 31, 2010 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividend yield | 0% | 0% | 0% | ||
Share-based compensation expense recognized | $ 20,142 | $ 27,725 | $ 36,210 | ||
Intrinsic value, options exercised | 1,800 | 4,000 | 11,100 | ||
Cash received from option exercises and employee stock purchase plan | 4,300 | 5,500 | 6,800 | ||
Tax benefit realized from stock options exercised | $ 100 | 600 | 2,200 | ||
Shares available for purchase (in shares) | 2,700,000 | ||||
Capitalized share-based compensation cost | $ 600 | 600 | 500 | ||
2003 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Increase in authorized shares (in shares) | 1,700,000 | 3,500,000 | |||
Common stock reserved for issuance (in shares) | 14,700,000 | ||||
2000 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance (in shares) | 4,000,000 | ||||
2001 Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance (in shares) | 4,000,000 | ||||
Employee Stock Option | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Share-based compensation expense recognized | $ 1,400 | 3,500 | 5,000 | ||
Total unrecognized compensation costs related to unvested awards | $ 3,800 | ||||
Weighted-average period for cost recognition, in years | 3 years | ||||
Employee Stock Option | Director | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 1 year | ||||
Employee Stock Option | Employee | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period, in years | 8 years | ||||
Employee Stock Option | Directors and Certain Executive Officers | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period, in years | 6 years | ||||
Employee Stock Option | Directors and Certain Executive Officers | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period, in years | 10 years | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 3 years | ||||
Restricted Stock, Performance Stock and Contract Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense recognized | $ 18,700 | 24,300 | 31,200 | ||
Total unrecognized compensation costs related to unvested awards | $ 30,500 | ||||
Weighted-average period for cost recognition, in years | 2 years | ||||
Fair value of shares vested | $ 18,200 | $ 65,000 | $ 15,700 | ||
Requisite service periods of performance stock, restricted stock and contract stock awards, in years | 3 years | ||||
Performance Shares Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vested or expected to vest at end of year (in shares) | 51,241 | ||||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock reserved for issuance (in shares) | 3,000,000 | ||||
Shares available for purchase (in shares) | 1,900,000 | ||||
Shares issued (in shares) | 23,337 | 20,780 | 16,948 | ||
ESPP proceeds received | $ 1,000 | $ 1,100 | $ 1,100 |
STOCK-BASED COMPENSATION (Sum_2
STOCK-BASED COMPENSATION (Summary of Weighted-Average Assumptions) (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Dividend yield | 0% | 0% | 0% |
Expected volatility | 30% | 30% | 29% |
Risk free interest rate | 3.86% | 2.01% | 1.30% |
Expected life of option from grant date | 7 years | 7 years | 7 years |
Weighted average grant date fair value of options granted (in dollars per share) | $ 21.58 | $ 23.15 | $ 22.59 |
STOCK-BASED COMPENSATION (Sum_3
STOCK-BASED COMPENSATION (Summary of Stock Option Activity) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Outstanding at beginning of year (in shares) | 1,202 | |
Granted (in shares) | 151 | |
Exercised (in shares) | (93) | |
Forfeited or Expired (in shares) | (82) | |
Outstanding at end of year (in shares) | 1,178 | 1,202 |
Exercisable at end of year (in shares) | 888 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | ||
Weighted Average Exercise Price, Outstanding at beginning of year (in dollars per share) | $ 49.63 | |
Weighted Average Exercise Price, Granted (in dollars per share) | 52.87 | |
Weighted Average Exercise Price, Exercised (in dollars per share) | 34.59 | |
Weighted Average Exercise Price, Forfeited or Expired (in dollars per share) | 58.02 | |
Weighted Average Exercise Price, Outstanding at end of year (in dollars per share) | 50.64 | $ 49.63 |
Weighted Average Exercise Price, Exercisable at end of year (in dollars per share) | $ 48.43 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures | ||
Weighted Average Contractual Term in Years, Outstanding at end of year | 3 years 7 months 24 days | 4 years 1 month 20 days |
Weighted Average Contractual Term in Years, Exercisable at end of year | 2 years 9 months | |
Aggregate Intrinsic Value, Outstanding | $ 1,766 | $ 10,772 |
Aggregate Intrinsic Value, Exercisable at end of year | $ 1,762 |
STOCK-BASED COMPENSATION (Sum_4
STOCK-BASED COMPENSATION (Summary of Vested and Unvested Restricted Stock, Performance Stock, and Contract Stock) (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Restricted Stock Awards | |
Shares | |
Unvested at beginning of year (in shares) | shares | 483 |
Granted (in shares) | shares | 411 |
Adjustments for performance achievement related to award target (in shares) | shares | 0 |
Cancellations (in shares) | shares | (99) |
Released (in shares) | shares | (211) |
Unvested at end of year (in shares) | shares | 584 |
Weighted Average Grant Date Fair Value Per Share | |
Unvested at beginning of year (in dollars per share) | $ / shares | $ 61.63 |
Granted (in dollars per share) | $ / shares | 51.01 |
Adjustments for performance achievement related to award target (in dollars per share) | $ / shares | 0 |
Cancellations (in dollars per share) | $ / shares | 60.17 |
Released (in dollars per share) | $ / shares | 58.85 |
Unvested at end of year (in dollars per share) | $ / shares | $ 55.37 |
Performance Stock and Contract Stock Awards | |
Shares | |
Unvested at beginning of year (in shares) | shares | 407 |
Granted (in shares) | shares | 229 |
Adjustments for performance achievement related to award target (in shares) | shares | (78) |
Cancellations (in shares) | shares | (77) |
Released (in shares) | shares | (146) |
Unvested at end of year (in shares) | shares | 335 |
Weighted Average Grant Date Fair Value Per Share | |
Unvested at beginning of year (in dollars per share) | $ / shares | $ 62.88 |
Granted (in dollars per share) | $ / shares | 52.29 |
Adjustments for performance achievement related to award target (in dollars per share) | $ / shares | 62.26 |
Cancellations (in dollars per share) | $ / shares | 63.74 |
Released (in dollars per share) | $ / shares | 60.14 |
Unvested at end of year (in dollars per share) | $ / shares | $ 57.53 |
RETIREMENT BENEFIT PLANS (Sched
RETIREMENT BENEFIT PLANS (Schedule of Net Periodic Benefit Costs) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Service cost | $ 2,226 | $ 2,419 |
Interest cost | 1,157 | 194 |
Expected return on plan assets | (1,450) | (1,381) |
Amortization of prior service cost (credit) | (389) | (326) |
Recognized actuarial losses | (391) | 9 |
Settlements | 0 | 0 |
Net period benefit cost | $ 1,153 | $ 915 |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Amortization of Gain (Loss), Statement of Income or Comprehensive Income, Not Disclosed Flag | Net periodic benefit costs | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income, Not Disclosed Flag | Net periodic benefit costs | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) Expected Return (Loss) Statement Of Income Or Comprehensive Income Extensible List, Not Disclosed Flag | Net periodic benefit costs | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income, Not Disclosed Flag | Net periodic benefit costs | |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Settlement Gain (Loss), Statement of Income or Comprehensive Income, Not Disclosed Flag | Net periodic benefit costs |
RETIREMENT BENEFIT PLANS (Sch_2
RETIREMENT BENEFIT PLANS (Schedule of Assumptions Used Periodic Benefit Cost and Actuarial Present Value) (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Discount rate | 1.51% | 2.44% |
Expected return on plan assets | 3.67% | 3.61% |
Rate of compensation increase | 2% | 1.97% |
Interest crediting rate for cash balance plans | 1% | 1% |
RETIREMENT BENEFIT PLANS (Sch_3
RETIREMENT BENEFIT PLANS (Schedule of Change in Benefit Obligations and Plan Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change In Projected Benefit Obligations | ||
Projected benefit obligations, beginning of year | $ 50,364 | $ 65,184 |
Interest cost | 1,157 | 194 |
Service cost | 2,226 | 2,419 |
Actuarial (gain) loss | 8,229 | (14,822) |
Plan amendments | (1,772) | (390) |
Plan settlements | (25) | (20) |
Employee contribution | 1,182 | 999 |
Premiums paid | (406) | (391) |
Benefit payment | (812) | (999) |
Effect of foreign currency exchange rates | 4,958 | (1,810) |
Projected benefit obligations, end of year | 65,101 | 50,364 |
Change In Plan Assets | ||
Plan assets at fair value, beginning of year | 38,053 | 39,914 |
Actual return on plan assets | 1,350 | (2,863) |
Employer contributions | 2,700 | 2,356 |
Employee contributions | 1,182 | 999 |
Plan settlements | 0 | 0 |
Benefits paid | (812) | (998) |
Premiums paid | (406) | (391) |
Effect of foreign currency exchange rates | 3,657 | (964) |
Plan assets at fair value, end of year | $ 45,724 | $ 38,053 |
RETIREMENT BENEFIT PLANS (Sch_4
RETIREMENT BENEFIT PLANS (Scheduled of Funded Status) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Reconciliation Of Funded Status | |||
Fair value of plan assets | $ 45,724 | $ 38,053 | $ 39,914 |
Benefit obligations | 65,101 | 50,364 | $ 65,184 |
Unfunded benefit obligations | $ 19,377 | $ 12,311 |
RETIREMENT BENEFIT PLANS (Narra
RETIREMENT BENEFIT PLANS (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Gain (loss) recognized within accumulated other comprehensive loss | $ (6,600,000) | $ 7,400,000 | |
Accumulated benefit obligation | 62,800,000 | 46,400,000 | |
Benefit plans, assets | 45,724,000 | 38,053,000 | $ 39,914,000 |
Contributions expected to be paid to plan | 3,000,000 | ||
Total contributions made | $ 10,400,000 | 9,800,000 | $ 8,800,000 |
Defer payment and taxation, base salary, percentage (up to) | 75% | ||
Defer payment and taxation, bonus and other eligible cash compensation, percentage (up to) | 100% | ||
Deferred compensation plan, fair value of assets | $ 6,100,000 | $ 4,700,000 | |
FRANCE | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit plans, assets | 0 | ||
GERMANY | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Benefit plans, assets | $ 0 |
RETIREMENT BENEFIT PLANS (Sch_5
RETIREMENT BENEFIT PLANS (Schedule of Expected Benefit Payments and Minimum Contribution on Unfunded Plans) (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 2,457 |
2025 | 2,618 |
2026 | 2,251 |
2027 | 2,193 |
2028 | 2,388 |
Next five years | $ 12,953 |
LEASES AND RELATED PARTY LEAS_3
LEASES AND RELATED PARTY LEASES - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) renewalOption | Dec. 31, 2022 USD ($) | |
Operating Leased Assets [Line Items] | ||
Number of renewal options (or more) | renewalOption | 1 | |
Operating lease expense | $ 24,000,000 | $ 22,600,000 |
Future minimum lease payments, finance leases | 0 | |
Related Party | ||
Operating Leased Assets [Line Items] | ||
Operating lease expense | $ 300,000 | $ 300,000 |
Percent of manufacturing facility owned by corporation whose shareholders are trusts whose beneficiaries include family members of company's former director | 50% | |
Annual rate of lease agreement | $ 300,000 | |
Related Party | Five Year Option Lease From November 1, 2029 Through October 31, 2034 | ||
Operating Leased Assets [Line Items] | ||
Period for extended lease | November 1, 2029 through October 31, 2034 | |
Related Party | Five Year Option Lease From November 1, 2034 Through October 31, 2039 | ||
Operating Leased Assets [Line Items] | ||
Option to extend lease, years | 5 years | |
Period for extended lease | November 1, 2034 through October 31, 2039 | |
Affiliated Entity | Five Year Option Lease From November 1, 2029 Through October 31, 2034 | ||
Operating Leased Assets [Line Items] | ||
Option to extend lease, years | 5 years |
LEASES AND RELATED PARTY LEAS_4
LEASES AND RELATED PARTY LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Lessee, Lease, Description [Line Items] | ||
ROU assets | $ 156,184 | $ 148,284 |
Current lease liabilities | 15,284 | 14,624 |
Non-current lease liabilities | 166,849 | 157,420 |
Total lease liabilities | $ 182,133 | $ 172,044 |
Leased facilities | ||
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease term (in years) | 16 years 3 months 18 days | 16 years 10 months 24 days |
Weighted average discount rate | 5.90% | 5.40% |
Leased vehicles | ||
Lessee, Lease, Description [Line Items] | ||
Weighted average remaining lease term (in years) | 1 year 10 months 24 days | 2 years |
Weighted average discount rate | 2.70% | 2.70% |
LEASES AND RELATED PARTY LEAS_5
LEASES AND RELATED PARTY LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 20,655 | $ 17,442 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | $ 9,843 | $ 72,169 |
LEASES AND RELATED PARTY LEAS_6
LEASES AND RELATED PARTY LEASES - Future Minimum Lease Payment Under Operating Leases Current Period (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Operating Leased Assets [Line Items] | ||
2024 | $ 22,921 | |
2025 | 22,139 | |
2026 | 19,462 | |
2027 | 18,309 | |
2028 | 16,065 | |
Thereafter | 173,808 | |
Total minimum lease payments | 272,704 | |
Less: Imputed interest | 90,571 | |
Total lease liabilities | 182,133 | $ 172,044 |
Less: Current lease liabilities | 15,284 | 14,624 |
Long-term lease liabilities | 166,849 | $ 157,420 |
Related Parties | ||
Operating Leased Assets [Line Items] | ||
2024 | 296 | |
2025 | 296 | |
2026 | 296 | |
2027 | 296 | |
2028 | 296 | |
Thereafter | 246 | |
Total minimum lease payments | 1,726 | |
Third Parties | ||
Operating Leased Assets [Line Items] | ||
2024 | 22,625 | |
2025 | 21,843 | |
2026 | 19,166 | |
2027 | 18,013 | |
2028 | 15,769 | |
Thereafter | 173,562 | |
Total minimum lease payments | $ 270,978 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
United States operations | $ (31,649) | $ 92,642 | $ 91,150 |
Foreign operations | 112,718 | 121,252 | 123,527 |
Income before income taxes | $ 81,069 | $ 213,894 | $ 214,677 |
INCOME TAXES (Schedule of Effec
INCOME TAXES (Schedule of Effective Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory rate | 21% | 21% | 21% |
Increase (decrease) in income taxes resulting from: | |||
State income taxes, net of federal tax benefit | 2.90% | 0.10% | 1.90% |
Benefit derived from foreign operations | (17.20%) | (1.60%) | (3.30%) |
Nondeductible meals and entertainment | 1.10% | 0.10% | 0.10% |
Intercompany profit in inventory | 3.30% | 0.30% | (0.20%) |
Research and development credit | (5.70%) | (1.40%) | (1.20%) |
Nondeductible executive compensation & stock compensation shortfall | 2.30% | (0.60%) | (0.30%) |
Transaction and deal related costs | 0.033 | (0.018) | 0.001 |
Gain from sale of business - book to tax differences | 0% | 0% | 3.90% |
Changes in valuation allowances | 4.90% | 0% | 0.10% |
Other | 0.50% | (0.50%) | (0.90%) |
Effective tax rate | 16.40% | 15.60% | 21.20% |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||
Effective tax rate | 16.40% | 15.60% | 21.20% |
Effective income tax reconciliation, tax benefit, excess stock-based compensation deductions | $ 5,800 | $ 5,100 | |
Effective income tax rate reconciliation, prior year income taxes benefit, amount | 2,400 | ||
Excess tax benefits from stock compensation | $ 3,100 | ||
Effective income tax rate reconciliation, foreign income tax rate differential, increase (decrease), amount | $ (700) | $ 400 | |
Effective foreign income tax rate | 16.40% | 15.90% | 15.20% |
Deferred tax asset, increase | $ 14,400 | $ 20,300 | |
Unrecognized tax benefits that would impact effective tax rate | 800 | ||
Extremity Orthopedics | |||
Income Tax [Line Items] | |||
Tax expense related to sale of business | $ 8,500 | ||
Foreign Tax Authority | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 98,400 | ||
Operating loss carryforwards, subject to expiration | 81,000 | ||
Operating loss carryforwards, not subject to expiration | 17,400 | ||
Federal | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | 64,700 | ||
Operating loss carryforwards, subject to expiration | 55,800 | ||
Operating loss carryforwards, not subject to expiration | 8,900 | ||
State and Local Jurisdiction | |||
Income Tax [Line Items] | |||
Operating loss carryforwards | $ 19,200 |
INCOME TAXES (Schedule of Provi
INCOME TAXES (Schedule of Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | |||
Federal | $ 10,973 | $ 24,201 | $ 31,938 |
State | 2,851 | 3,835 | 11,377 |
Foreign | 11,389 | 9,893 | 5,042 |
Total current | 25,213 | 37,929 | 48,357 |
Deferred: | |||
Federal | (19,060) | (11,591) | (12,830) |
State | 93 | (2,316) | (3,688) |
Foreign | 7,082 | 9,322 | 13,763 |
Total deferred | (11,885) | (4,585) | (2,755) |
Provision for income taxes | $ 13,328 | $ 33,344 | $ 45,602 |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets: | ||
Doubtful accounts | $ 2,581 | $ 2,261 |
Inventory related items | 41,466 | 31,950 |
Tax credits | 18,859 | 13,084 |
Accrued vacation | 2,184 | 2,175 |
Accrued bonus | 4,259 | 4,944 |
Stock compensation | 9,117 | 10,175 |
Deferred revenue | 1,849 | 2,130 |
Net operating loss carryforwards | 28,799 | 30,707 |
Capitalization of research and development expenses | 61,138 | 51,542 |
Unrealized foreign exchange gain | 13,907 | 6,228 |
Charitable contributions carryforward | 206 | 180 |
Leases and Other | 55,271 | 55,228 |
Total deferred tax assets | 239,636 | 210,604 |
Less valuation allowance | (12,486) | (9,651) |
Deferred tax assets after valuation allowance | 227,150 | 200,953 |
Liabilities: | ||
Intangible and fixed assets | (168,229) | (166,891) |
Unrealized foreign exchange loss | (10,024) | (12,991) |
Leases and Other | (38,134) | (38,415) |
Total deferred tax liabilities | (216,387) | (218,297) |
Total net deferred tax assets (liabilities) | $ 10,763 | |
Total net deferred tax assets (liabilities) | $ (17,344) |
INCOME TAXES (Tax Valuation All
INCOME TAXES (Tax Valuation Allowance) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Line Items] | |||
Valuation allowance, period increase (decrease) | $ 2,800 | ||
SEC Schedule, 12-09, Valuation Allowance, Deferred Tax Asset | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Period | 14,672 | $ 15,258 | $ 13,825 |
Charged to Costs and Expenses | 3,069 | (515) | 1,444 |
Other | 26 | 0 | 89 |
Deductions | 56 | (71) | (100) |
Balance at End of Period | 17,823 | $ 14,672 | $ 15,258 |
Swiss Tax Credit | |||
Valuation Allowance [Line Items] | |||
Valuation allowance, period increase (decrease) | $ 3,300 |
INCOME TAXES (Schedule of Uncer
INCOME TAXES (Schedule of Uncertain Tax Benefits Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Uncertain Tax Benefits [Roll Forward] | |||
Balance, beginning of year | $ 713 | $ 676 | $ 702 |
Gross increases: | |||
Current year tax positions | 0 | 37 | 0 |
Prior years' tax positions | 372 | 0 | 0 |
Lapse of statute | (273) | 0 | 0 |
Other | 0 | 0 | (26) |
Balance, end of year | $ 812 | $ 713 | $ 676 |
NET INCOME PER SHARE (Basic and
NET INCOME PER SHARE (Basic and Diluted Net Income Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Basic net income per share: | |||
Net income | $ 67,741 | $ 180,550 | $ 169,075 |
Weighted average common shares outstanding - Basic (in shares) | 80,089 | 82,997 | 84,698 |
Basic net income per common share (in dollars per share) | $ 0.85 | $ 2.18 | $ 2 |
Diluted net income per share: | |||
Net income | $ 67,741 | $ 180,550 | $ 169,075 |
Weighted average common shares outstanding - Basic (in shares) | 80,089 | 82,997 | 84,698 |
Effect of dilutive securities: | |||
Stock options and restricted stock (in shares) | 248 | 519 | 787 |
Weighted average common shares for diluted earnings per share (in shares) | 80,337 | 83,516 | 85,485 |
Diluted net income per common share (in dollars per share) | $ 0.84 | $ 2.16 | $ 1.98 |
NET INCOME PER SHARE (Narrative
NET INCOME PER SHARE (Narrative) (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Shares excluded from computation as their effect would be antidilutive (in shares) | 0.6 | 0.3 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity [Abstract] | |||
Net income | $ 67,741 | $ 180,550 | $ 169,075 |
Foreign currency translation adjustment, net of tax | (12,103) | (17,807) | (17,362) |
Change in unrealized loss/(gain) on derivatives, net of tax | (6,658) | 65,798 | 39,268 |
Pension liability adjustment, net of tax | (6,610) | 7,429 | 6,998 |
Comprehensive income, net | $ 42,370 | $ 235,970 | $ 197,979 |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Schedule of Changes in Accumulated Other Comprehensive Income (Loss) by Component) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance, beginning of period | $ 1,804,403 | $ 1,684,804 | $ 1,514,867 |
Other comprehensive gain (loss) | (29,502) | ||
Less: Amounts reclassified from accumulated other comprehensive income, net | (4,131) | ||
Total other comprehensive gain (loss), net of tax | (25,371) | 55,420 | 28,904 |
Balance, end of period | 1,587,884 | 1,804,403 | 1,684,804 |
Total | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance, beginning of period | 10,265 | (45,155) | (74,059) |
Total other comprehensive gain (loss), net of tax | (25,371) | 55,420 | 28,904 |
Balance, end of period | (15,106) | 10,265 | $ (45,155) |
Gains and Losses on Derivatives | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance, beginning of period | 28,147 | ||
Other comprehensive gain (loss) | (16,991) | ||
Less: Amounts reclassified from accumulated other comprehensive income, net | (10,333) | ||
Total other comprehensive gain (loss), net of tax | (6,658) | ||
Balance, end of period | 21,489 | 28,147 | |
Defined Benefit Pension Items | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance, beginning of period | 9,322 | ||
Other comprehensive gain (loss) | (6,610) | ||
Less: Amounts reclassified from accumulated other comprehensive income, net | 0 | ||
Total other comprehensive gain (loss), net of tax | (6,610) | ||
Balance, end of period | 2,712 | 9,322 | |
Foreign Currency Items | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Balance, beginning of period | (27,204) | ||
Other comprehensive gain (loss) | (5,901) | ||
Less: Amounts reclassified from accumulated other comprehensive income, net | 6,202 | ||
Total other comprehensive gain (loss), net of tax | (12,103) | ||
Balance, end of period | $ (39,307) | $ (27,204) |
ACCUMULATED OTHER COMPREHENSI_5
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other income (expense) | $ 3,718 | $ 12,007 | $ 19,307 |
Interest income | 17,202 | $ 11,917 | $ 6,737 |
Gains and Losses on Derivatives | Reclassification out of Accumulated Other Comprehensive Income | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Other income (expense) | (24,200) | ||
Interest income | $ 20,100 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Fair Value Contingent Consideration) (Details) - Level 3 - Contingent Consideration Liability - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Arkis BioSciences, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | $ 12,895 | $ 15,099 |
Additions | 0 | |
Change in fair value of contingent consideration liabilities | (2,860) | 2,204 |
Balance, end of period | 15,755 | 12,895 |
Arkis BioSciences, Inc. | Accrued expenses and other current liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 2,845 | |
Balance, end of period | 7,778 | 2,845 |
Arkis BioSciences, Inc. | Other liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 10,050 | |
Balance, end of period | 7,977 | 10,050 |
Derma Sciences | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 230 | 230 |
Additions | 0 | |
Change in fair value of contingent consideration liabilities | (2,327) | 0 |
Balance, end of period | 2,557 | 230 |
Derma Sciences | Accrued expenses and other current liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 0 | |
Balance, end of period | 0 | 0 |
Derma Sciences | Other liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 230 | |
Balance, end of period | 2,557 | 230 |
ACell | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 3,700 | 21,800 |
Additions | 0 | |
Change in fair value of contingent consideration liabilities | 3,400 | 18,100 |
Balance, end of period | 300 | 3,700 |
ACell | Accrued expenses and other current liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 0 | |
Balance, end of period | 0 | 0 |
ACell | Other liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 3,700 | |
Balance, end of period | 300 | 3,700 |
Surgical Innovation Association Inc | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 57,607 | 0 |
Additions | 57,607 | |
Change in fair value of contingent consideration liabilities | (11,093) | |
Balance, end of period | 68,700 | 57,607 |
Surgical Innovation Association Inc | Accrued expenses and other current liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 0 | |
Balance, end of period | 13,400 | 0 |
Surgical Innovation Association Inc | Other liabilities | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance, beginning of period | 57,607 | |
Balance, end of period | $ 55,300 | $ 57,607 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) liability | Jul. 29, 2019 USD ($) | |
Arkis BioSciences, Inc. | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, liability | $ 25,500,000 | |
Contingent consideration | 13,100,000 | |
Arkis BioSciences, Inc. | Milestone Payment One | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, liability | 10,000,000 | |
Arkis BioSciences, Inc. | Milestone Payment Two | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration, liability | $ 15,500,000 | |
Derma Sciences | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Number of liabilities | liability | 1 | |
Contingent consideration, cash payments due upon achievement of certain revenue-based performance milestones (up to) | $ 3,000,000 | |
Derma Sciences | BioD Earnout Payments and Medihoney Earnout Payments | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Payment for contingent consideration | $ 33,300,000 |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2023 Segment product | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 2 |
Codman Specialty Surgical | |
Segment Reporting Information [Line Items] | |
Number of products offered (more than) | product | 40,000 |
SEGMENT AND GEOGRAPHIC INFORM_4
SEGMENT AND GEOGRAPHIC INFORMATION (Net Sales and Profit by Reportable Segment) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Net Sales | |||
Total revenues | $ 1,541,573 | $ 1,557,666 | $ 1,542,448 |
Segment Profit | |||
Amortization | (12,376) | (13,882) | (16,914) |
Operating income | 111,526 | 238,920 | 197,230 |
Codman Specialty Surgical | |||
Segment Net Sales | |||
Total revenues | 1,058,993 | 1,019,564 | 1,025,232 |
Tissue Technologies | |||
Segment Net Sales | |||
Total revenues | 482,580 | 538,102 | 517,216 |
Operating Segments | |||
Segment Profit | |||
Operating income | 584,578 | 651,675 | 667,670 |
Operating Segments | Codman Specialty Surgical | |||
Segment Profit | |||
Operating income | 450,530 | 417,873 | 439,471 |
Operating Segments | Tissue Technologies | |||
Segment Profit | |||
Operating income | 134,048 | 233,802 | 228,199 |
Corporate and other | |||
Segment Profit | |||
Operating income | $ (460,676) | $ (398,873) | $ (453,526) |
SEGMENT AND GEOGRAPHIC INFORM_5
SEGMENT AND GEOGRAPHIC INFORMATION (Total Revenue by Major Geographic Area) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total revenue, net | $ 1,541,573 | $ 1,557,666 | $ 1,542,448 |
Total long-lived assets | 554,577 | 516,776 | |
United States (Includes long-lived assets in Puerto Rico) | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 1,100,730 | 1,126,810 | 1,089,526 |
Total long-lived assets | 481,508 | 440,223 | |
Europe | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 165,221 | 170,903 | 191,327 |
Total long-lived assets | 51,730 | 60,857 | |
Asia Pacific | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 193,096 | 176,477 | 182,034 |
Total long-lived assets | 19,842 | 12,975 | |
Rest of the World | |||
Segment Reporting Information [Line Items] | |||
Total revenue, net | 82,526 | 83,476 | $ 79,561 |
Total long-lived assets | $ 1,497 | $ 2,721 |
Uncategorized Items - iart-2023
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standard Update 2020-06 [Member] |