Integer Holdings Corporation Reports Third Quarter 2025 Results

By Integer Holdings Corporation | October 23, 2025, 8:00 AM

~ Continued strong sales and profit growth in 3Q25 ~
~ Updating 2025 sales and profit outlook; providing preliminary outlooks for 2026 and 2027 ~

PLANO, Texas, Oct. 23, 2025 (GLOBE NEWSWIRE) -- Integer Holdings Corporation (NYSE:ITGR) today announced results for the three months ended September 26, 2025.

Third Quarter 2025 Highlights (compared to Third Quarter 2024, except as noted)

  • Sales increased 8% to $468 million, with organic growth of 7%.
  • GAAP operating income decreased $2 million to $56 million, a decrease of 3%. Non-GAAP adjusted operating income increased $10 million to $86 million, an increase of 14%.
  • GAAP income from continuing operations increased $3 million to $40 million, an increase of 9%. Non-GAAP adjusted net income increased $13 million to $63 million, an increase of 27%.
  • GAAP diluted EPS from continuing operations increased $0.10 to $1.11, an increase of 10%. Non-GAAP adjusted EPS increased $0.36 to $1.79, an increase of 25%.
  • Adjusted EBITDA increased $10 million to $106 million, an increase of 11%.
  • From the end of 2024, total debt increased $204 million to $1.194 billion and Non-GAAP net total debt increased $204 million to $1.158 billion, primarily to finance acquisitions and costs associated with the 2030 convertible note offering, resulting in a leverage ratio of 3.0 times adjusted EBITDA as of September 26, 2025.

“Integer delivered another strong quarter of growth with sales up 8%, adjusted operating income up 14%, and adjusted EPS growth of 25%,” said Joseph Dziedzic, Integer’s president and CEO. “While select headwinds are expected to impact our 2026 sales, we believe our strategy and strong product development pipeline will lead to a return to 200 basis points above-market organic growth in 2027.”

Discussion of Product Line Third Quarter 2025 Sales

  • Cardio & Vascular sales increased 15% in the third quarter 2025 compared to the third quarter 2024, driven by new product ramps in electrophysiology, Precision Coating and VSi Parylene acquisitions, and strong customer demand in neurovascular.
  • Cardiac Rhythm Management & Neuromodulation sales increased 2% in the third quarter 2025 compared to the third quarter 2024, driven by strong growth in emerging neuromodulation customers with PMA (pre-market approval) products, normalized cardiac rhythm management growth, and the final quarters of the planned decline of an early spinal cord stimulation neuromodulation finished implantable pulse generator (non-emerging) customer, announced in 2020.
  • Other Markets sales decreased 16% in the third quarter 2025 compared to the third quarter 2024, primarily driven by the planned multi-year portable medical exit announced in 2022.

2025 Outlook(a)

(dollars in millions, except per share amounts) GAAP Non-GAAP(b)
  As Reported Change from Prior Year Adjusted Change from Prior Year
Sales $1,840 to $1,854 7% to 8% N/A N/A
Operating income $220 to $226 6% to 9% $319 to $325 12% to 14%
EBITDA N/A N/A $398 to $404 10% to 12%
Income from continuing operations $96 to $101 (20)% to (16)% $222 to $227 21% to 24%
Diluted earnings per share $2.70 to $2.84 (23)% to (19)% $6.29 to $6.43 19% to 21%
Cash flow from operating activities(c) $230 to $240 12% to 17% N/A N/A


(a)Except as described below, further reconciliations by line item to the closest corresponding GAAP financial measure for adjusted operating income, adjusted EBITDA, adjusted net income and adjusted earnings per share (“EPS”), included in our “2025 Outlook” above, and adjusted total interest expense, adjusted effective tax rate and leverage ratio in “Supplemental Financial Information” below, are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and visibility of the charges excluded from these non-GAAP financial measures.
  
(b)Adjusted operating income for 2025 consists of GAAP operating income, excluding items such as amortization of intangible assets, restructuring and restructuring-related charges, and acquisition and integration costs, totaling approximately $99 million, pre-tax.
  
 Adjusted net income for 2025 consists of GAAP income from continuing operations, excluding items such as amortization of intangible assets, restructuring and restructuring-related charges, acquisition and integration costs, debt conversion inducement expense, and gain or loss on equity investments totaling approximately $146 million, pre-tax. The after-tax impact of these items is estimated to be approximately $126 million, or approximately $3.53 per diluted share.
  
 Adjusted EPS for 2025 consists of GAAP diluted EPS from continuing operations, excluding the after-tax impact of the Adjusted net income items noted above and the estimated dilution resulting from the potential conversion of our 2028 Convertible Notes expected to be offset by capped call option contracts, which is approximately $0.07 per diluted share.
  
 Adjusted EBITDA is expected to consist of adjusted net income, excluding items such as depreciation, interest, stock-based compensation and taxes totaling approximately $176 million to $177 million.
  
(c)Prior year cash flow from operating activities included an immaterial amount related to discontinued operations.


Supplemental Financial Information

(dollars in millions)2025
Outlook
 2024
Actual
Depreciation and amortization of intangible assets$122 to $126 $107
Adjusted total interest expense(a)$41 to $42 $56
Stock-based compensation$21 to $23 $24
Restructuring, acquisition and other charges(b)$33 to $37 $22
Adjusted effective tax rate(c)17.0% to 18.0% 18.3%
Leverage ratio(d)2.7x to 2.8x 2.6x
Capital expenditures(e)$95 to $105 $105
Cash income tax payments$28 to $32 $36


(a)Adjusted total interest expense refers to our expected full-year GAAP interest expense, expected to range from $42 million to $43 million for 2025, adjusted to remove the full-year impact of charges associated with the accelerated write-off of debt discounts and deferred issuance costs (loss on extinguishment of debt) included in GAAP interest expense, if any. There were no adjustments to GAAP interest expense for 2024.
  
(b)Restructuring, acquisition and other charges consists of restructuring and restructuring-related charges, acquisition and integration costs, other general expenses and incremental costs of complying with the new European Union medical device regulations.
  
(c)Adjusted effective tax rate refers to our full-year GAAP effective tax rate, expected to range from 21.0% to 22.0% for 2025, adjusted to reflect the full-year impact of the items that are excluded in providing adjusted net income and certain other identified items. Adjusted effective tax rate of 18.3% for 2024 consists of GAAP effective tax rate of 18.0% adjusted to reflect the impact on the income tax provision related to Non-GAAP adjustments.
  
(d)Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding leverage ratio.
  
(e)Capital expenditures is calculated as cash used to acquire property, plant, and equipment (“PP&E”) less cash proceeds from the sale of PP&E.


Preliminary
2026 and 2027 Outlooks(a)

 2026
Outlook
 2027
Outlook
Reported salesdown 2% to up 2%  
Organic salesflat to up 4% growth 200 basis points above market
Adjusted operating incomedown 5% to up 4%  
Adjusted EPSdown 6% to up 5%  


(a)The 2026 Outlook and 2027 Outlook changes are relative to 2025 and 2026, respectively. Reconciliations by line item to the closest corresponding GAAP financial measure for organic sales, adjusted operating income, and adjusted EPS in our “Preliminary 2026 and 2027 Outlooks” above are not available without unreasonable efforts on a forward-looking basis due to the high variability, complexity and visibility of the charges excluded from these non-GAAP financial measures.


Summary Financial Results

(dollars in thousands, except per share data)

 Three Months Ended Nine Months Ended
 September 26,
2025
 September 27,
2024
 QTD Change September 26,
2025
 September 27,
2024
 YTD Change
Operating income$56,439 $58,011 (2.7)% $165,329 $151,206 9.3%
Income from continuing operations$39,678 $36,282 9.4% $54,222 $88,080 (38.4)%
Diluted EPS from continuing operations$1.11 $1.01 9.9% $1.52 $2.49 (39.0)%
            
EBITDA(a)$88,399 $86,346 2.4% $207,673 $232,225 (10.6)%
Adjusted EBITDA(a)$105,898 $95,526 10.9% $296,358 $265,597 11.6%
Adjusted operating income(a)$85,896 $75,647 13.5% $238,085 $208,667 14.1%
Adjusted net income(a)$63,126 $49,832 26.7% $163,882 $133,183 23.1%
Adjusted EPS(a)$1.79 $1.43 25.2% $4.64 $3.87 19.9%


(a)EBITDA, adjusted EBITDA, Adjusted operating income, Adjusted net income, and Adjusted EPS are non-GAAP financial measures. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures. Refer to Tables A, B and C at the end of this release for reconciliations of adjusted amounts to the closest corresponding GAAP financial measures.


Summary Product Line Results

(dollars in thousands)

 Three Months Ended
 September 26,
2025
 September 27,
2024
 QTD Change Organic Change(a)
Product Line Sales       
Cardio & Vascular$277,149 $241,009 15.0% 8.5%
Cardiac Rhythm Management & Neuromodulation 169,156  165,094 2.5% 2.5%
Other Markets 21,386  25,314 (15.5)% 27.5%
Total Sales$467,691 $431,417 8.4% 6.6%
        
 Nine Months Ended
 September 26,
2025
 September 27,
2024
 YTD Change Organic Change(a)
Product Line Sales       
Cardio & Vascular$822,875 $694,278 18.5% 12.3%
Cardiac Rhythm Management & Neuromodulation 501,499  490,086 2.3% 2.3%
Other Markets 57,203  82,735 (30.9)% (0.7)%
Total Sales$1,381,577 $1,267,099 9.0% 7.9%


(a)Organic sales change is a non-GAAP financial measure. Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures and refer to Table D at the end of this release for a reconciliation of these amounts to the closest corresponding GAAP financial measures.


Conference Call Information

The Company will host a conference call on Thursday, October 23, 2025, at 8 a.m. CT / 9 a.m. ET to discuss these results. The scheduled conference call will be webcast live and is accessible through our website at investor.integer.net or by dialing (800) 715-9871 (U.S.) or (646) 307-1963 (outside U.S.) and the conference ID is 3120125. The call will be archived on the Company’s website. An earnings call slide presentation containing supplemental information about the Company’s results will be posted to our website at investor.integer.net prior to the conference call and will be referenced during the conference call.

From time to time, the Company posts information that may be of interest to investors on its website. To automatically receive Integer financial news by email, please visit investor.integer.net and subscribe to email alerts.

About Integer®

Integer Holdings Corporation (NYSE: ITGR) is one of the largest medical device contract development and manufacturing organizations (CDMO) in the world, serving the cardiac rhythm management, neuromodulation, and cardio and vascular markets. As a strategic partner of choice to medical device companies and OEMs, Integer is committed to enhancing the lives of patients worldwide by providing innovative, high-quality products and solutions. The company's brands include Greatbatch Medical® and Lake Region Medical®. Additional information is available at www.integer.net.

Investor Relations:

Kristen Stewart
551.337.3973
[email protected]

Notes Regarding Non-GAAP Financial Information

In addition to our results reported in accordance with generally accepted accounting principles in the United States of America (“GAAP”), we provide adjusted net income, adjusted EPS, earnings before interest, taxes, depreciation and amortization (“EBITDA”), adjusted EBITDA, adjusted operating income, and organic sales change. Unless otherwise indicated, all financial metrics presented reflect continuing operations only.

Adjusted net income and adjusted EPS consist of GAAP income (loss) from continuing operations and diluted EPS from continuing operations, respectively, adjusted for the following to the extent occurring during the period: (i) amortization of intangible assets, (ii) certain legal expenses; (iii) restructuring and restructuring-related charges; (iv) acquisition and integration costs; (v) other general expenses; (vi) (gain) loss on equity investments; (vii) extinguishment of debt charges, (viii) debt conversion inducement expense; (ix) European Union medical device regulation incremental charges; (x) inventory step-up amortization; (xi) unusual, or infrequently occurring items; (xii) the income tax provision (benefit) related to these adjustments and (xiii) certain tax items that are outside the normal tax provision for the period. Adjusted EPS is calculated by dividing adjusted net income by adjusted weighted average shares.

The weighted average shares used to calculate diluted EPS in accordance with GAAP includes dilution, when applicable, resulting from the potential conversion of our 2028 Convertible Notes and 2030 Convertible Notes (collectively, the “Convertible Notes”). In connection with the issuance of the Convertible Notes, we entered into capped call contracts which are expected to reduce the potential dilution on our common stock in connection with any conversion of the Convertible Notes, subject to a cap. Adjusted weighted average shares consists of GAAP weighted average shares used to calculate diluted EPS, including, when applicable, dilutive common stock equivalents that were excluded from weighted average shares used to calculate diluted EPS as their inclusion would be anti-dilutive and excluding, when applicable, dilution resulting from the potential conversion of our Convertible Notes expected to be offset by the capped call contracts.

EBITDA is calculated by adding back interest expense, provision for income taxes, depreciation expense, and amortization expense from intangible assets and financing leases, to income (loss) from continuing operations, which is the most directly comparable GAAP financial measure. Adjusted EBITDA consists of EBITDA plus adding back stock-based compensation and the same adjustments as listed above except for items (i), (vii), (xii) and (xiii). Adjusted operating income consists of operating income adjusted for the same items listed above except for items (vi), (vii), (viii), (xii) and (xiii).

Organic sales change is reported sales growth adjusted to remove the impact of foreign currency, the contribution of acquisitions and the strategic exit of the Portable Medical market. To calculate the impact of foreign currency on sales growth rates, we convert any sale made in a foreign currency by converting current period sales into prior period sales using the exchange rate in effect at that time and then compare the two, negating any effect foreign currency had on our transactional revenue. For contribution of acquisitions, we exclude the impact on the growth rate attributable to the contribution of acquisitions in all periods where there were no comparable sales. For the strategic exit of the Portable Medical market, we exclude the impact on the growth rate attributable to Portable Medical sales for all periods presented.

We believe that the presentation of adjusted net income, adjusted EPS, EBITDA, adjusted EBITDA, adjusted operating income, and organic sales change, provides important supplemental information to management and investors seeking to understand the financial and business trends relating to our financial condition and results of operations. In addition to the performance measures identified above, we believe that net total debt and leverage ratio provide meaningful measures of liquidity and a useful basis for assessing our ability to fund our activities, including the financing of acquisitions and debt repayments. Net total debt is calculated as total principal amount of debt outstanding less cash and cash equivalents. We calculate leverage ratio as net total debt divided by adjusted EBITDA for the trailing 4 quarters.

Forward-Looking Statements

Some of the statements contained in this press release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements relating to: our 2025 outlook, including with respect to future sales, cash flows from operating activities, expenses, and profitability; 2025 outlook for depreciation and amortization, interest expense, stock based compensation, restructuring, acquisition and other charges, tax rate, leverage ratio, capital expenditures and cash tax payments; preliminary 2026 and 2027 outlooks; and other events, conditions or developments that will or may occur in the future. You can identify forward-looking statements by terminology such as “outlook,” “projected,” “may,” “will,” “should,” “could,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “project,” or “continue” or variations or the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially from those stated or implied by these forward-looking statements. In evaluating these statements and our prospects, you should carefully consider the factors set forth below.

Although it is not possible to create a comprehensive list of all factors that may cause actual results to differ from the results expressed or implied by our forward-looking statements or that may affect our future results, some of these factors and other risks and uncertainties that arise from time to time are described in Item 1A, “Risk Factors” of our Annual Report on Form 10-K and in our other periodic filings with the SEC and include the following:

  • operational risks, such as our dependence upon a limited number of customers; pricing pressures and contractual pricing restraints we face from customers; our reliance on third-party suppliers for raw materials, key products and subcomponents; interruptions in our manufacturing operations; uncertainty surrounding macroeconomic and geopolitical factors in the U.S. and globally; our ability to attract, train and retain a sufficient number of qualified associates to maintain and grow our business; the potential for harm to our reputation and competitive advantage caused by quality problems related to our products; our dependence upon our information technology systems and our ability to prevent cyber-attacks and other failures; global climate change and the emphasis on Environmental, Social and Governance matters by various stakeholders; our dependence upon our senior management team and key technical personnel; and consolidation in the healthcare industry resulting in greater competition;
  • strategic risks, such as the intense competition we face and our ability to successfully market our products; our ability to respond to changes in technology; our ability to develop new products and expand into new geographic and product markets; and our ability to successfully identify, make and integrate acquisitions to expand and develop our business in accordance with expectations;
  • financial and indebtedness risks, such as our ability to accurately forecast future performance based on operating results that often fluctuate; our significant amount of outstanding indebtedness and our ability to remain in compliance with financial and other covenants under the credit agreement governing our Senior Secured Credit Facilities; economic and credit market uncertainties that could interrupt our access to capital markets, borrowings or financial transactions; the conditional conversion features of our Convertible Notes adversely impacting our liquidity; the conversion of our Convertible Notes diluting ownership interests of existing holders of our common stock; the counterparty risk associated with our capped call transactions; the financial and market risks related to our international sales and operations; our complex international tax profile; and our ability to realize the full value of our intangible assets;
  • legal and compliance risks, such as regulatory issues resulting from product complaints, recalls or regulatory audits; the potential of becoming subject to product liability or intellectual property claims; our ability to protect our intellectual property and proprietary rights; our ability to comply with customer-driven policies and third-party standards or certification requirements; our ability to obtain and/or retain necessary licenses from third parties for new technologies; our ability and the cost to comply with environmental regulations; legal and regulatory risks from our international operations; the fact that the healthcare industry is highly regulated and subject to various regulatory changes; and our business being indirectly subject to healthcare industry cost containment measures that could result in reduced sales of our products; and
  • other risks and uncertainties that arise from time to time.

Unless otherwise noted, the forward-looking information in this press release is representative as of today only. Except as may be required by law, we assume no obligation to update forward-looking statements in this press release whether to reflect changed assumptions, the occurrence of unanticipated events or changes in future operating results, financial conditions or prospects, or otherwise.

Condensed Consolidated Balance Sheets - Unaudited
(in thousands)
 September 26,
2025
 December 31,
2024
ASSETS   
Current assets:   
Cash and cash equivalents$58,944  $46,543 
Accounts receivable, net 310,165   245,269 
Inventories 263,538   247,126 
Contract assets 107,106   103,772 
Prepaid expenses and other current assets 38,369   28,409 
Total current assets 778,122   671,119 
Property, plant and equipment, net 517,003   465,798 
Goodwill 1,098,818   1,017,729 
Other intangible assets, net 837,698   778,286 
Deferred income taxes 8,545   8,309 
Operating lease assets 99,514   86,082 
Financing lease assets 32,151   27,689 
Other long-term assets 25,459   22,959 
Total assets$3,397,310  $3,077,971 
LIABILITIES AND STOCKHOLDERS’ EQUITY   
Current liabilities:   
Current portion of long-term debt$  $10,000 
Accounts payable 110,744   101,498 
Operating lease liabilities 9,125   7,352 
Accrued expenses and other current liabilities 89,952   108,323 
Total current liabilities 209,821   227,173 
Long-term debt 1,193,826   980,153 
Deferred income taxes 114,696   124,608 
Operating lease liabilities 82,693   77,702 
Financing lease liabilities 25,510   23,760 
Other long-term liabilities 24,927   25,360 
Total liabilities 1,651,473   1,458,756 
Stockholders’ equity:   
Common stock 35   34 
Additional paid-in capital 765,566   741,977 
Treasury stock (26,858)   
Retained earnings 945,447   891,247 
Accumulated other comprehensive income (loss) 61,647   (14,043)
Total stockholders’ equity 1,745,837   1,619,215 
Total liabilities and stockholders’ equity$3,397,310  $3,077,971 


Condensed Consolidated Statements of Operations - Unaudited    
(in thousands, except per share data)    
 Three Months Ended Nine Months Ended
 September 26,
2025
 September 27,
2024
 September 26,
2025
 September 27,
2024
Sales$467,691  $431,417  $1,381,577  $1,267,099 
Cost of sales 341,531   314,849   1,005,947   924,881 
Gross profit 126,160   116,568   375,630   342,218 
Operating expenses:       
Selling, general and administrative 50,451   44,820   154,534   137,734 
Research, development and engineering 10,949   11,923   39,390   42,811 
Restructuring and other charges 8,321   1,814   16,377   10,467 
Total operating expenses 69,721   58,557   210,301   191,012 
Operating income 56,439   58,011   165,329   151,206 
Interest expense 9,367   14,577   33,926   43,140 
Gain on equity investments (50)  (906)  (223)  (2,035)
Other loss, net 1,130   916   53,037   1,796 
Income from continuing operations before taxes 45,992   43,424   78,589   108,305 
Provision for income taxes 6,314   7,142   24,367   20,225 
Income from continuing operations 39,678   36,282   54,222   88,080 
Loss from discontinued operations, net of tax    (843)  (22)  (887)
Net income$39,678  $35,439  $54,200  $87,193 
        
Basic earnings per share:       
Income from continuing operations$1.13  $1.08  $1.56  $2.62 
Loss from discontinued operations$  $(0.03) $  $(0.03)
Basic earnings per share$1.13  $1.05  $1.56  $2.60 
        
Diluted earnings per share:       
Income from continuing operations$1.11  $1.01  $1.52  $2.49 
Loss from discontinued operations$  $(0.02) $  $(0.03)
Diluted earnings per share$1.11  $0.99  $1.52  $2.46 
        
Weighted average shares outstanding:       
Basic 35,081   33,656   34,689   33,579 
Diluted 35,608   35,791   35,755   35,441 


Condensed Consolidated Statements of Cash Flows - Unaudited(a)
(in thousands)
 Nine Months Ended
 September 26,
2025
 September 27,
2024
Cash flows from operating activities:   
Net income$54,200  $87,193 
Adjustments to reconcile net income to net cash provided by operating activities:   
Depreciation and amortization 95,158   82,104 
Debt related charges included in interest expense 5,239   2,962 
Debt conversion inducement expense 46,681    
Inventory step-up amortization    1,056 
Stock-based compensation 17,467   18,729 
Non-cash lease expense 7,583   6,928 
Non-cash gains on equity investments (223)  (2,035)
Contingent consideration fair value adjustment (660)   
Other non-cash losses 804   4,433 
Deferred income taxes 4,082    
Gain on sale of discontinued operations (46)   
Changes in operating assets and liabilities, net of acquisitions:   
Accounts receivable (46,793)  (4,888)
Inventories (12,241)  (31,515)
Prepaid expenses and other assets 117   (495)
Contract assets (2,106)  (13,159)
Accounts payable 3,187   4,295 
Accrued expenses and other liabilities (22,359)  (5,355)
Income taxes payable (9,357)  (8,279)
Net cash provided by operating activities 140,733   141,974 
Cash flows from investing activities:   
Acquisition of property, plant and equipment (63,555)  (86,267)
Acquisitions, net (170,872)  (138,544)
Settlement of working capital from sale of discontinued operations (950)   
Other investing activities 115   (220)
Net cash used in investing activities (235,262)  (225,031)
Cash flows from financing activities:   
Principal payments of long-term debt (657,697)  (2)
Proceeds from issuance of convertible notes, net of discount 977,500    
Proceeds from revolving credit facility 301,000   234,500 
Payments of revolving credit facility (427,000)  (117,500)
Purchase of capped calls (71,000)   
Payment of debt issuance costs (1,386)  (2,071)
Proceeds from the exercise of stock options 3,644   742 
Tax withholdings related to net share settlements of restricted stock unit awards (16,812)  (10,773)
Principal payments on finance leases (4,165)  (9,772)
Other financing activities 1,194   501 
Net cash provided by financing activities 105,278   95,625 
Effect of foreign currency exchange rates on cash and cash equivalents 1,652   (668)
Net increase in cash and cash equivalents 12,401   11,900 
Cash and cash equivalents, beginning of period 46,543   23,674 
Cash and cash equivalents, end of period$58,944  $35,574 


(a)The Condensed Consolidated Statements of Cash Flows - Unaudited includes cash flows related to discontinued operations.


Table A: Adjusted Net Income and Diluted EPS from Continuing Operations Reconciliations

(in thousands, except per share amounts)

 Three Months Ended
 September 26, 2025 September 27, 2024
 Pre-Tax Net of Tax Per
Diluted
Share(a)
 Pre-Tax Net of Tax Per
Diluted
Share(a)
Income from continuing operations (GAAP)$45,992  $39,678  $1.11 $43,424  $36,282  $1.01 
Adjustments(b):           
Amortization of intangible assets 16,249   13,088   0.37  13,626   10,972   0.32 
Certain legal expenses (SG&A)(c) 181   144     481   381   0.01 
Restructuring and restructuring-related charges(d) 2,749   2,196   0.06  1,916   1,467   0.04 
Acquisition and integration costs(e) 1,372   1,087   0.03  1,017   800   0.02 
Other general expenses(f) 6,247   4,764   0.13  83   76    
Gain on equity investments(g) (50)  (39)    (906)  (716)  (0.02)
Loss on extinguishment of debt(h)                
Medical device regulations(i) 183   145     209   165    
Other adjustments(j) 2,476   1,956   0.06  304   240   0.01 
Tax adjustments(k)    107        165    
Impact of capped call option contracts(l)       0.01        0.03 
Adjusted net income (non-GAAP)$75,399  $63,126  $1.79 $60,154  $49,832  $1.43 
            
Weighted average shares for diluted EPS (GAAP)   35,608       35,791   
Less: Convertible Notes capped call options impact   (261)      (1,003)  
Adjusted weighted average shares (non-GAAP)   35,347       34,788   
            
 Nine Months Ended
 September 26, 2025 September 27, 2024
 Pre-Tax Net of Tax Per
Diluted
Share(a)
 Pre-Tax Net of Tax Per
Diluted
Share(a)
Income from continuing operations (GAAP)$78,589  $54,222  $1.52 $108,305  $88,080  $2.49 
Adjustments(b):           
Amortization of intangible assets 47,220   38,015   1.08  40,586   32,668   0.95 
Certain legal expenses (SG&A)(c) 292   231   0.01  835   660   0.02 
Restructuring and restructuring-related charges(d) 6,426   5,134   0.15  5,738   4,569   0.13 
Acquisition and integration costs(e) 8,121   6,434   0.18  8,408   6,658   0.19 
Other general expenses(f) 6,253   4,770   0.14  (972)  (653)  (0.02)
Gain on equity investments(g) (223)  (176)    (2,035)  (1,608)  (0.05)
Loss on extinguishment of debt(h) 867   685   0.02         
Debt conversion inducement expense(m) 46,681   46,681   1.32         
Medical device regulations(i) 695   549   0.02  762   602   0.02 
Other adjustments(j) 3,749   2,962   0.08  1,048   828   0.02 
Inventory step-up amortization (COS)(n)         1,056   834   0.02 
Tax adjustments(k)    4,375   0.12     545   0.02 
Impact of capped call option contracts(l)       0.01        0.07 
Adjusted net income (Non-GAAP)$198,670  $163,882  $4.64 $163,731  $133,183  $3.87 
            
Weighted average shares for diluted EPS (GAAP)   35,755       35,441   
Less: Convertible Notes capped call options impact   (430)      (1,027)  
Adjusted weighted average shares (non-GAAP)   35,325       34,414   


(a)Income from continuing operations (GAAP) per diluted share amounts are calculated in accordance with GAAP using weighted average shares for diluted EPS. The per share amounts for the adjustments in the table above and adjusted net income are calculated using adjusted weighted average shares.
  
(b)The difference between pre-tax and net of tax amounts is the estimated tax impact related to the respective adjustment. Net of tax amounts are computed using a 21% U.S. tax rate, and the statutory tax rates applicable in foreign tax jurisdictions, as adjusted for the existence of net operating losses (“NOLs”). Expenses that are not deductible for tax purposes (i.e. permanent tax differences) are added back at 100%.
  
(c)Certain legal expenses associated with non-ordinary course legal matters.
  
(d)We initiate discrete restructuring programs primarily to realign resources to better serve our customers and markets, improve operational efficiency and capabilities, and lower operating costs or improve profitability. Depending on the program, restructuring charges may include termination benefits, contract termination, facility closure and other exit and disposal costs. Restructuring-related expenses are directly related to the program and may include retention bonuses, accelerated depreciation, consulting expense and costs to transfer manufacturing operations among our facilities.
  
(e)Acquisition and integration costs are incremental costs that are directly related to a business or asset acquisition. These costs may include, among other things, professional, consulting and other fees, system integration costs, and fair value adjustments relating to contingent consideration.
  
(f)Other general expenses are discrete transactions occurring sporadically and affect period-over-period comparisons. Amounts for 2025 include $6.2 million primarily related to termination benefits from actions to align labor with manufacturing volumes. Amount for the first nine months of 2024 includes loss recoveries of $1.2 million recorded during the second quarter of 2024 relating to property damage which occurred in the fourth quarter of 2023 at one of our manufacturing facilities. Amounts for both years also include gains and losses in connection with the disposal of property, plant and equipment.
  
(g)Amounts reflect our share of equity method investee (gains) losses including unrealized appreciation/depreciation of the underlying interests of the investee.
  
(h)Loss on extinguishment of debt consists of accelerated write-offs of unamortized deferred debt issuance costs and discounts, which are included in interest expense.
  
(i)The charges represent incremental costs of complying with the new European Union medical device regulations for previously registered products and primarily include charges for contractors supporting the project and other direct third-party expenses.
  
(j)Other adjustments include costs which impact period-to-period comparability and do not represent the underlying ongoing results of our business. Amounts for the 2025 and 2024 periods primarily relate to costs associated with leadership transitions and certain formal strategic projects. Leadership transition costs primarily include severance costs associated with the departure of executives and incremental costs associated with the related leadership transitions. Strategic projects primarily involve system reconfiguration to support our manufacturing excellence operational strategic imperative and investments in certain technology and platform development to align our capabilities to meet customer needs.
  
(k)Tax adjustments predominately relate to changes to uncertain tax benefits and associated interest. During the first quarter of 2025 we wrote off a deferred tax asset of $4.1 million related to a portion of the unamortized original issue discount due to the partial exchange of the 2028 Convertible Notes.
  
(l)Represents the per share amount attributable to the reduction in dilution upon assumed exercise of the capped call option contracts.
  
(m)Debt conversion inducement expense relates to the partial exchange of the 2028 Convertible Notes and is recorded within Other loss, net in the Condensed Consolidated Statements of Operations.
  
(n)The accounting associated with our acquisitions requires us to record inventory at its fair value, which is sometimes greater than the previous book value of inventory. The increase in inventory value is amortized to cost of sales over the period that the related inventory is sold. We exclude inventory step-up amortization from our non-GAAP financial measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results.

Please see “Notes Regarding Non-GAAP Financial Information” for additional information regarding our use of non-GAAP financial measures.

Table B: Adjusted Operating Income Reconciliations
(in thousands)

 Three Months Ended Nine Months Ended
 September 26,
2025
 September 27,
2024
 September 26,
2025
 September 27,
2024
Operating income (GAAP)$56,439 $58,011 $165,329 $151,206 
Adjustments:       
Amortization of intangible assets 16,249  13,626  47,220  40,586 
Certain legal expenses 181  481  292  835 
Restructuring and restructuring-related charges 2,749  1,916  6,426  5,738 
Acquisition and integration costs 1,372  1,017  8,121  8,408 
Other general expenses 6,247  83  6,253  (972)
Medical device regulations 183  209  695  762 
Other adjustments 2,476  304  3,749  1,048 
Inventory step-up amortization       1,056 
Adjusted operating income (non-GAAP)$85,896 $75,647 $238,085 $208,667 


Table C: EBITDA Reconciliations

(in thousands)

 Three Months Ended Nine Months Ended
 September 26,
2025
 September 27,
2024
 September 26,
2025
 September 27,
2024
Income from continuing operations (GAAP)$39,678  $36,282  $54,222  $88,080 
        
Interest expense 9,367   14,577   33,926   43,140 
Provision for income taxes 6,314   7,142   24,367   20,225 
Depreciation(a) 15,562   14,025   44,588   38,424 
Amortization of intangible assets and financing leases 17,478   14,320   50,570   42,356 
EBITDA (non-GAAP) 88,399   86,346   207,673   232,225 
Stock-based compensation(b) 4,341   6,076   16,691   18,532 
Certain legal expenses 181   481   292   835 
Restructuring and restructuring-related charges 2,749   1,916   6,426   5,738 
Acquisition and integration costs 1,372   1,017   8,121   8,408 
Other general expenses 6,247   83   6,253   (972)
Gain on equity investments (50)  (906)  (223)  (2,035)
Debt conversion inducement expense       46,681    
Medical device regulations 183   209   695   762 
Other adjustments 2,476   304   3,749   1,048 
Inventory step-up amortization          1,056 
Adjusted EBITDA (non-GAAP)$105,898  $95,526  $296,358  $265,597 


(a)Excludes amounts included in Restructuring and restructuring-related charges.
  
(b)Excludes amounts included in Restructuring and restructuring-related charges and Other adjustments.


Table D: Organic Sales Change Reconciliation (% Change)

 GAAP Reported Growth Impact of Foreign Currency(a) Impact of Strategic
Exits and Acquisitions(a)
 Non-GAAP Organic Change
QTD Change (3Q 2025vs.3Q 2024)       
Product Line       
Cardio & Vascular15.0% 0.3% 6.2% 8.5%
Cardiac Rhythm Management & Neuromodulation2.5% —% —% 2.5%
Other Markets(15.5)% 0.1% (43.1)% 27.5%
Total Sales8.4% 0.2% 1.6% 6.6%
        
YTD Change (9M 2025vs.9M 2024)       
Product Line       
Cardio & Vascular18.5% 0.2% 6.0% 12.3%
Cardiac Rhythm Management & Neuromodulation2.3% —% —% 2.3%
Other Markets(30.9)% —% (30.2)% (0.7)%
Total Sales9.0% 0.1% 1.0% 7.9%


(a)Sales growth has been adjusted to exclude the impact of foreign currency exchange rate fluctuations, when applicable, and strategic exits and acquisitions.


Table E: Net Total Debt Reconciliation

(in thousands)

 September 26,
2025
 December 31,
2024
Total debt$1,193,826 $990,153
Add: Debt discounts and deferred issuance costs included in Total debt 23,471  10,841
Total principal amount of debt outstanding 1,217,297  1,000,994
Less: Cash and cash equivalents 58,944  46,543
Net Total Debt (Non-GAAP)$1,158,353 $954,451



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