INTEGRA LIFESCIENCES HOLDINGS CORP 10-Q

Item 1. Financial Statements INTEGRA LIFESCIENCES HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) (Dollars in thousands, except per share amounts) Three Months Ended March 31, 2024 2023 Total revenue, net $ 368,872 $ 380,846 Costs and expenses: Cost of goods sold 162,038 147,975 Research and development 26,965 26,724 Selling, general and administrative 165,798 166,657 Intangible asset amortization 10,107 3,108 Total costs and expenses 364,908 344,464 Operating income 3,964 36,382 Interest income 5,040 4,107 Interest expense ( 13,624 ) ( 12,100 ) Other (expense) income, net ( 610 ) 1,389 (Loss) income before income taxes ( 5,230 ) 29,778 (Benefit) provision for income taxes ( 1,949 ) 5,552 Net (loss) income $ ( 3,281 ) $ 24,226 Net (loss) income per share Basic $ ( 0.04 ) $ 0.30 Diluted $ ( 0.04 ) $ 0.29 Weighted average common shares outstanding (See Note 13): Basic 77,735 81,871 Diluted 77,735 82,323 Comprehensive income (See Note 14) 1,179 $ 21,028 The accompanying unaudited notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents INTEGRA LIFESCIENCES HOLDINGS CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Dollars in thousands, except per share amounts) March 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 591,906 $ 276,402 Short-term investments 71,194 32,694 Trade accounts receivable, net of allowances of $ 5,050 and $ 4,879 241,092 259,327 Inventories, net 403,422 389,608 Prepaid Expenses 72,667 67,362 Other Current Assets 35,369 32,643 Total current assets 1,415,650 1,058,036 Property, plant and equipment, net 345,356 340,199 Right of use asset - operating leases 151,834 156,184 Intangible assets, net 1,022,609 1,067,833 Goodwill 1,040,235 1,055,462 Deferred tax assets, net 34,175 46,080 Other assets 68,365 58,194 Total assets $ 4,078,224 $ 3,781,988 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Current portion of borrowings under senior credit facility $ 19,375 $ 14,531 Current portion of lease liability - operating leases 16,303 15,284 Accounts payable, trade 94,397 92,326 Contract liabilities 7,841 8,540 Accrued compensation 52,582 75,455 Accrued expenses and other current liabilities 111,896 100,844 Total current liabilities 302,394 306,980 Long-term borrowings under senior credit facility 1,171,036 825,563 Long-term borrowings under securitization facility 94,600 89,200 Long-term convertible securities 570,984 570,255 Lease liability - operating leases 170,082 166,849 Deferred tax liabilities 31,431 35,317 Other liabilities 139,745 199,940 Total liabilities 2,480,272 2,194,104 Stockholders’ equity: Preferred stock; no par value; 15,000 authorized shares; none outstanding — — Common stock; $ 0.01 par value; 240,000 authorized shares; 91,484 and 90,920 issued at March 31, 2024 and December 31, 2023, respectively 915 909 Additional paid-in capital 1,310,527 1,302,484 Treasury stock, at cost; 12,735 shares and 12,751 shares at March 31, 2024 and December 31, 2023, respectively ( 646,422 ) ( 647,262 ) Accumulated other comprehensive loss ( 10,646 ) ( 15,106 ) Retained earnings 943,578 946,859 Total stockholders’ equity 1,597,952 1,587,884 Total liabilities and stockholders’ equity $ 4,078,224 $ 3,781,988 The accompanying unaudited notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents INTEGRA LIFESCIENCES HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Dollars in thousands) Three Months Ended March 31, 2024 2023 OPERATING ACTIVITIES: Net (Loss) Income $ ( 3,281 ) $ 24,226 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 30,566 31,143 Non-cash impairment charges $ 7,064 — Deferred income tax provision (benefit) ( 2,856 ) 1,953 Share-based compensation 5,599 3,620 Amortization of debt issuance costs and expenses associated with debt refinancing 1,398 1,890 Non-cash lease expense 149 1,260 Loss (gain) on disposal of property and equipment 12 ( 23 ) Change in fair value of contingent consideration and others 456 4,699 Changes in assets and liabilities: Accounts receivable 16,827 10,041 Inventories ( 19,021 ) ( 25,423 ) Prepaid expenses and other current assets ( 2,676 ) ( 2,164 ) Other non-current assets 339 ( 6,009 ) Accounts payable, accrued expenses and other current liabilities ( 19,210 ) ( 4,984 ) Contract liabilities ( 1,498 ) 430 Other non-current liabilities 1,888 ( 14,503 ) Net cash provided by operating activities 15,756 26,156 INVESTING ACTIVITIES: Purchases of property and equipment ( 15,465 ) ( 13,704 ) Purchases of Investments ( 38,500 ) — Net cash used in investing activities ( 53,965 ) ( 13,704 ) FINANCING ACTIVITIES: Proceeds from borrowings of long-term indebtedness 370,500 10,200 Payments on debt ( 15,100 ) ( 12,400 ) Payment of debt issuance costs — ( 7,578 ) Purchases of treasury stock — ( 150,000 ) Proceeds from exercised stock options 6,398 2,326 Cash taxes paid in net equity settlement ( 3,122 ) ( 5,231 ) Net cash provided by (used in) financing activities 358,676 ( 162,683 ) Effect of exchange rate changes on cash and cash equivalents ( 4,963 ) 937 Net increase (decrease) in cash and cash equivalents 315,504 ( 149,294 ) Cash and cash equivalents at beginning of period 276,402 456,661 Cash and cash equivalents at end of period $ 591,906 $ 307,367 The accompanying unaudited notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents INTEGRA LIFESCIENCES HOLDINGS CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (UNAUDITED) (Dollars in thousands) Three Months Ended March 31, 2024 Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity Shares Amount Shares Amount Balance, January 1, 2024 90,920 $ 909 ( 12,751 ) $ ( 647,262 ) $ 1,302,484 $ ( 15,106 ) $ 946,859 $ 1,587,884 Net loss — — — — — — ( 3,281 ) ( 3,281 ) Other comprehensive income (loss), net of tax — — — — — 4,460 — 4,460 Issuance of common stock through employee stock purchase plan 23 — — — 965 — — 965 Issuance of common stock for vesting of share based awards, net of shares withheld for taxes 541 2 16 840 1,470 — — 2,312 Share-based compensation — 4 — — 5,608 — — 5,612 Accelerated shares repurchased — $ — — — — $ — — — Balance, March 31, 2024 91,484 $ 915 ( 12,735 ) $ ( 646,422 ) $ 1,310,527 $ ( 10,646 ) $ 943,578 $ 1,597,952 Three Months Ended March 31, 2023 Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity Shares Amount Shares Amount Balance, January 1, 2023 90,476 $ 905 ( 6,823 ) $ ( 362,862 ) $ 1,276,977 $ 10,265 $ 879,118 $ 1,804,403 Net income — — — — — — 24,226 24,226 Other comprehensive income (loss), net of tax — — — — — ( 3,198 ) — ( 3,198 ) Issuance of common stock through employee stock purchase plan 21 — — — 1,107 — — 1,107 Issuance of common stock for vesting of share based awards, net of shares withheld for taxes 316 1 16 846 ( 4,858 ) — — ( 4,011 ) Share-based compensation — 2 — — 3,609 — — 3,611 Accelerated shares repurchased — — ( 2,111 ) ( 119,662 ) ( 31,538 ) — — ( 151,200 ) Balance, March 31, 2023 90,813 $ 908 ( 8,918 ) $ ( 481,678 ) $ 1,245,297 $ 7,067 $ 903,344 $ 1,674,938 The accompanying unaudited notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION General The terms “we,” “our,” “us,” “Company” and “Integra” refer to Integra LifeSciences Holdings Corporation, a Delaware corporation, and its subsidiaries unless the context suggests otherwise. In the opinion of management, the March 31, 2024 unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair statement of the financial position, statement of changes in shareholders’ equity, results of operations and cash flows of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K. The December 31, 2023 consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. Operating results for the three-month period ended March 31, 2024 are not necessarily indicative of the results to be expected for the entire year. The preparation of consolidated financial statements is in conformity with 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 condensed 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. Recent Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , and, in January 2021, subsequently amended the initial guidance in : ASU 2021-01, Reference Rate Reform (Topic 848): Scope (collectively, “Topic 848”). Topic 848 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference London Inter-Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. In December 2022, the FASB issued ASU 2022-06 , Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 , which delayed the effective date from December 31, 2022 to December 31, 2024. The Alternative Reference Rates Committee, a group of private-market participants convened by the U.S. Federal Reserve Board and the New York Federal Reserve, has recommended the use of the Secured Overnight Financing Rate (“SOFR”) as a more robust reference rate alternative to LIBOR. On March 24, 2023, the Company entered into the seventh amendment and restatement (the “March 2023 Amendment”) of its Senior Credit Facility (the “Senior Credit Facility”) with a syndicate of lending banks with Bank of America, N.A., as Administrative Agent. In connection with the March 2023 Amendment, the Company replaced all LIBOR-based contracts with SOFR, which is calculated based on overnight transactions under repurchase agreements backed by Treasury securities. In addition, on April 17, 2023 the Company entered into an amendment (the “April 2023 Amendment”) of the Securitization Facility (as defined below) and amended the interest rate from LIBOR to SOFR indexed rate. (See Note 6, Debt ). In March 2023, the Company entered into a basis swap where the Company receives Term SOFR and pays LIBOR to convert the portfolio of interest rate swaps from LIBOR to SOFR. Integra has elected to adopt the optional expedient under Topic 848, which will allow the interest rate swap hedging relationship to continue, without de-designation, due to the change in the indexed rate from LIBOR to SOFR. 7 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 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 does not plan to early adopt and 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 and is currently evaluating this ASU to determine its impact on the Company’s disclosures. There are no other recently issued accounting pronouncements that are expected to have any significant effect on the Company’s financial position, results of operations or cash flows. 2. ACQUISITIONS AND DIVESTITURES Acquisition of Acclarent Inc. In December 2023, the Company entered into a definitive agreement to acquire Acclarent, Inc. (“Acclarent”) from Ethicon, Inc., a subsidiary of Johnson & Johnson, for $ 275.0 million in cash at closing, subject to customary purchase price adjustments, and an additional $ 5.0 million contingent upon the achievement of a regulatory milestone, which was achieved prior to closing. Acclarent is a developer and marketer of medical devices used in Ear, Nose, Throat (“ENT”) procedures. Acclarent’s results of operations will be reported in the Company’s Codman Specialty Surgical reportable segment from the date of acquisition. On April 1, 2024, the Company successfully completed the acquisition of 100 % of Acclarent for approximately $ 282.0 million in cash, subject to customary adjustments set forth in the purchase agreement related to working capital balances transferred to the Company. To facilitate the completion of the acquisition of Acclarent, the Company drew from the revolving portion of the Senior Credit Facility during the three months ended March 31, 2024. For further detail on the Company’s additional borrowings, see Note 6. Debt . 3. 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. 8 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) In 2023, due to the voluntary recall 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 of March 31, 2024, the Company has credited $ 16.7 million to customers and holds a remaining return reserve of $ 2.0 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 other current assets account in the consolidated balance sheets. 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 contract liability. The following table summarizes the changes in the contract asset and liability balances for the three months ended March 31, 2024: Dollars in thousands Total Contract Asset Contract asset, January 1, 2024 $ 9,233 Transferred to trade receivable from contract asset included in beginning of the year contract asset ( 9,233 ) Contract asset, net of transferred to trade receivables on contracts during the period 7,478 Contract asset, March 31, 2024 $ 7,478 Contract Liability Contract liability, January 1, 2024 $ 16,252 Recognition of revenue included in beginning of year contract liability ( 3,523 ) Contract liability, net of revenue recognized on contracts during the period 2,017 Foreign currency translation ( 63 ) Contract liability, March 31, 2024 $ 14,683 At March 31, 2024, the short-term portion of the contract liability of $ 7.8 million and the long-term portion of $ 6.9 million are included in current liabilities and other liabilities, respectively, in the consolidated balance sheets. As of March 31, 2024, the Company is expected to recognize revenue of approximately 53 % of unsatisfied (or partially unsatisfied) performance obligations as revenue within 12 months, with the remaining balance to be recognized 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. 9 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 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 the three months ended March 31, 2024 and 2023 (dollar amounts in thousands): Three Months Ended March 31, 2024 Three Months Ended March 31, 2023 Neurosurgery $ 202,268 $ 192,870 Instruments 54,166 55,266 Total Codman Specialty Surgical 256,434 248,136 Wound Reconstruction and Care 80,877 100,940 Private Label 31,561 31,770 Total Tissue Technologies 112,438 132,710 Total revenue $ 368,872 $ 380,846 See Note 15 , Segment and Geographical Information , for details of revenues based on the location of the customer. 4. INVENTORIES Inventories, net consisted of the following: Dollars in thousands March 31, 2024 December 31, 2023 Finished goods $ 192,287 $ 196,402 Work in process 83,334 74,035 Raw materials 127,801 119,171 Total inventories, net $ 403,422 $ 389,608 5. GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill Changes in the carrying amount of goodwill for the three-month period ended March 31, 2024 were as follows: Dollars in thousands Codman Specialty Surgical Tissue Technologies Total Goodwill at December 31, 2023 $ 666,937 $ 388,525 $ 1,055,462 Foreign currency translation ( 9,622 ) ( 5,605 ) ( 15,227 ) Goodwill at March 31, 2024 $ 657,315 $ 382,920 $ 1,040,235 The Company tests goodwill and intangible assets with indefinite lives for impairment annually in the third quarter in accordance with FASB ASC Topic 350, Intangibles—Goodwill and Other (“ASC 350”). Additionally, the Company may perform interim tests if an event occurs or circumstances change that could potentially reduce the fair value of a reporting unit or indefinite lived intangible asset below its carrying amount. The carrying value of each reporting unit is determined by assigning the assets and liabilities, including the existing goodwill and intangible assets, to those reporting units. The Company tests 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 this qualitative evaluation for some or all of its reporting units and perform a quantitative test. The quantitative test estimates the fair value of the reporting unit using a 10 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) discounted cash flow model, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty. Due to third-party audit findings and an update to the estimated timeframe to resume the commercial distribution of products manufactured in the Boston facility, the Company elected to perform a quantitative analysis of its Tissue Technologies reporting unit in the first quarter of 2024 in accordance with ASC 350. The quantitative test estimates the fair value of the reporting unit using a discounted cash flow model, which incorporates significant estimates and assumptions made by management with respect to future revenue and expense growth rates and discount rates which, by their nature, are characterized by uncertainty. An impairment loss is recognized when the reporting unit’s carrying amount exceeds its estimated fair value. The quantitative test utilized a terminal growth rate of 2 %, a discount rate of 15 %, and a range and application of the company guideline multiples. The Company determined, after performing the quantitative analysis, that the fair value of the Tissue Technologies reporting unit was not less than its carrying amount, with 20 % headroom. Other Intangible Assets The components of the Company’s identifiable intangible assets were as follows: March 31, 2024 Dollars in thousands Weighted Average Life Cost Accumulated Amortization Net Completed technology 18 years $ 1,209,921 $ ( 460,545 ) $ 749,376 Customer relationships 12 years $ 167,360 $ ( 134,587 ) $ 32,773 Trademarks/brand names 28 years $ 97,668 $ ( 39,330 ) $ 58,338 Codman tradename Indefinite $ 168,678 $ — $ 168,678 Supplier relationships 30 years $ 30,211 $ ( 18,393 ) $ 11,818 All other 11 years $ 6,052 $ ( 4,426 ) $ 1,626 $ 1,679,890 $ ( 657,281 ) $ 1,022,609 December 31, 2023 Dollars in thousands Weighted Average Life 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 tradename 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 Total amortization of intangible assets for the three months ended March 31, 2024 was $ 27.7 million. Of these amounts, $ 17.6 million was related to amortization of technology based intangibles and included in cost of goods sold. $ 7.1 million related to the impairment of a customer relationship intangible and the remainder were included in intangible amortization in the statement of operations. Total amortization of intangible assets for the three months ended March 31, 2023 was $ 20.6 million. Of these amounts, $ 17.5 million was related to amortization of technology based intangibles and included in cost of goods sold, with the remainder included in intangible amortization in the statement of operations. Based on quarter-end exchange rates, amortization expense (including amounts reported in cost of goods sold) is expected to be approximately $ 60.1 million for the remainder of 2024, $ 80.2 million in 2025, $ 80.0 million in 2026, $ 79.1 million in 2027, $ 78.7 million in 2028, $ 74.9 million in 2029 and $ 403.5 million thereafter. The Company periodically performs testing for impairment on certain long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. 11 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) Due to third-party audit findings and an update to the estimated timeframe to resume the commercial distribution of products manufactured in the Boston facility, the Company elected to perform impairment testing on certain definite-lived intangible assets including completed technology and customer relationships in accordance with FASB ASC Topic 360, Property, Plant and Equipment . For the three months ended March 31, 2024, the Company recorded an impairment charge related to the definite-lived intangible asset associated with the customer relationships of $ 7.1 million in intangible asset amortization in the consolidated statement of operations. With respect to the definite-lived intangible assets associated with the completed technology of SurgiMend® and PriMatrix®, the carrying values are $ 38.3 million and $ 27.7 million, respectively, as of March 31, 2024. We determined that the carrying amount of these definite-lived intangible assets were recoverable and, therefore, the intangible assets were not deemed to be impaired. 6. 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) was modified to 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 March 31, 2024, the Company was in compliance with all such covenants. The Company capitalized $ 7.6 million in 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 first quarter of 2023. At March 31, 2024 and December 31, 2023 there wa s $ 420.0 million and $ 70.0 million, respectively, ou tstanding under the revolving portion of the Senior Credit Facility. At March 31, 2024 and December 31, 2023, there was $ 775.0 million outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 6.8 % and 6.8 %, respectively. As of March 31, 2024 and December 31, 2023 there was $ 19.4 million and $ 14.5 million, respectively, of the term loan component of the Senior Credit Facility classified as current on the condensed consolidated balance sheet. 12 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) The fair value of outstanding borrowings of the Senior Credit Facility’s term loan component at March 31, 2024 was $ 765.5 million. This fair value was 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 i nputs that reflect unadjusted quoted prices for identical assets or liabilities. Letters of credit outstanding as of March 31, 2024 and December 31, 2023 to taled $ 1.7 million. There were no amounts drawn under the letters of credit outstanding as of March 31, 2024. Contractual repayments of the term loan component of the Senior Credit Facility are due as follows: As of March 31, 2024 Principal Repayment Dollars in thousands Remainder of 2024 $ 14,531 2025 33,906 2026 38,750 2027 53,281 Thereafter 634,532 $ 775,000 Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 39.3 million for the remainder of 2024, $ 50.8 million in 2025, $ 48.1 million in 2026, $ 45.0 million in 2027, and $ 10.0 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 are 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. In connection with this offering, the Company capitalized $ 13.2 million of financing fees. The 2025 Notes are senior, unsecured obligations of the Company, and are convertible into cash and shares of its common stock based on an 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 March 31, 2024, none of these conditions existed and the 2025 Notes are classified as long term obligations. On December 9, 2020, the Company entered into the First Supplemental Indenture to the original indenture dated as of February 4, 2020 (the “Indenture”) 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 (as defined in the indenture) for a conversion of the 2025 Notes, the Specified Dollar Amount (as defined in the indenture) 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 2025 Notes will have the right to require the Company to repurchase for cash all or a portion of their 2025 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 2025 Notes). The Company will also be required to increase the conversion rate for holders who convert their 2025 Notes in connection with certain fundamental changes occurring prior to the maturity date or following delivery by the Company of a notice of redemption. 13 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 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 March 31, 2024 , the carrying amount of the liability w as $ 575.0 million. The fair value of the 2025 Notes at March 31, 2024 was $ 549.7 million. Factors that the Company considered when estimating the fair value of the 2025 Notes included recent quoted market prices or dealer quotes. The 2025 Notes are valued based on Level 1 measurements in the fair value hierarchy. Securitization Facility In 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 March 31, 2024, the Company was in compliance with the covenants and none of the termination events had occurred. 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 December Amendment which will be amortized over 3 years, the length of the Securitization Agreement as amended by the December 2023 Amendment. Due to the increase in borrowing capacity, the remaining $ 0.1 million of unamortized costs from the previous agreement will also 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 Amendment and April 2023 Amendment did not increase the Company’s total indebtedness. At March 31, 2024 and December 31, 2023, the Company had $ 94.6 million and $ 89.2 million, respectively, of outstanding borrowings under its Securitization Facility at a weighted average interest rate of 6.5 % and 5.9 %, respectively. The fair value of the outstanding borrowing of the Securitization Facility at March 31, 2024 was $ 92.7 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 i nputs that reflect unadjusted quoted prices for identical assets or liabilities. 14 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 7. 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 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 March 31, 2024 and December 31, 2023 (dollar amounts in thousands): March 31, 2024 December 31, 2023 March 31, 2024 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 150,000 150,000 December 13, 2017 July 1, 2019 June 30, 2024 2.423 % 1,125 2,105 1-month Term SOFR Loan 200,000 200,000 December 13, 2017 January 1, 2018 December 31, 2024 2.313 % 4,341 4,978 1-month Term SOFR Loan 75,000 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.220 % 1,556 1,349 1-month Term SOFR Loan 75,000 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.199 % 1,548 1,312 1-month Term SOFR Loan 75,000 75,000 October 10, 2018 July 1, 2020 June 30, 2025 3.209 % 1,548 1,346 1-month Term SOFR Loan 100,000 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.885 % 4,512 3,015 1-month Term SOFR Loan 100,000 100,000 December 18, 2018 December 30, 2022 December 31, 2027 2.867 % 4,519 3,052 1-month Term SOFR Loan 575,000 575,000 December 15, 2020 July 31, 2025 December 31, 2027 1.415 % 29,267 22,965 1-month Term SOFR Loan 125,000 125,000 December 15, 2020 July 1, 2025 December 31, 2027 1.404 % 6,770 5,263 Basis Swap (1) — — March 31, 2023 March 24, 2023 December 31, 2027 N/A ( 2,127 ) 0 ( 1,829 ) $ 1,475,000 $ 1,475,000 $ 53,059 $ 43,556 (1) The notional of the basis swap amortizes to match the total notional of the interest rate swap portfolio over time 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 three months ended March 31, 2024 and 2023, the Company recorded a gain of $ 14.7 million and a loss of $ 10.5 million, respectively, in AOCI related to the change in fair value of the interest rate swaps. For the three months ended March 31, 2024 and 2023, the Company recorded gains of $ 5.2 million and $ 3.5 million, respectively, 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 March 31, 2024 within the next twelve months is $ 13.6 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. 15 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 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 anticipated 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 (“CHFs”) and receive interest in U.S. dollars. Upon the maturity of these contracts, the Company will pay the principal amount of the loans in CHFs and receive U.S. dollars from the counterparties. On September 22, 2023, the Company amended the Swiss franc 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 March 31, 2024 and December 31, 2023 (dollar amounts in thousands): March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Asset (Liability) Pay CHF December 21, 2020 December 22, 2025 3.00 % CHF 333,887 351,137 ( 9,902 ) ( 38,324 ) Receive U.S.$ 3.98 % $ 374,817 394,183 Pay CHF September 22, 2023 September 29, 2024 2.40 % CHF 28,500 28,500 ( 2,578 ) ( 2,348 ) Receive U.S.$ 6.27 % $ 31,457 31,457 Total $ ( 12,480 ) $ ( 40,672 ) 16 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 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 three months ended March 31, 2024 the Company recorded a gain of $ 30.1 million 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 three months ended March 31, 2023, the Company recorded a loss of $ 4.9 million 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 three months ended March 31, 2024, the Company recorded a gain of $ 29.5 million in AOCI related to change in fair value of the cross-currency swaps. For the three months ended March 31, 2023, the Company recorded a gain of $ 2.2 million in AOCI related to change in fair value of the cross-currency swaps. For the three months ended March 31, 2024, the Company recorded a gain of $ 1.3 million in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. For the three months ended March 31, 2023, the Company recorded a gain of $ 1.5 million 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 March 31, 2024 within the next twelve months is $ 1.9 million. As of March 31, 2024, 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. On October 1, 2018 May 24, 2022, and November 17, 2023, the Company entered into cross-currency swap agreements designated as net investment hedges to partially offset the effects of foreign currency on foreign subsidiaries. The Company held the following cross-currency rate swaps designated as net investment hedges as of March 31, 2024 and December 31, 2023, respectively (dollar amounts in thousands): March 31, 2024 December 31, 2023 March 31, 2024 December 31, 2023 Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value Asset (Liability) Pay EUR October 3, 2018 September 30, 2025 — % EUR 38,820 38,820 3,459 2,475 Receive U.S.$ 2.19 % $ 45,000 45,000 Pay CHF May 26, 2022 December 16, 2028 — % CHF 288,210 288,210 ( 29,614 ) ( 48,047 ) Receive U.S.$ 1.94 % $ 300,000 300,000 Pay CHF November 21, 2023 December 17, 2029 — % CHF 66,525 66,525 ( 736 ) ( 4,037 ) Receive U.S.$ 2.54 % $ 75,000 75,000 Total $ ( 26,891 ) $ ( 49,609 ) 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 three months ended March 31, 2024, the Company recorded a gain of $ 24.9 million in AOCI related to the change in fair value of the cross-currency swaps. For the three months ended March 31, 2023, the Company recorded a gain of $ 1.0 million in AOCI related to change in fair value of the cross-currency swaps. For the three months ended March 31, 2024, the Company recorded a gain of $ 2.2 million in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps. For the three months ended March 31, 2023, the Company recorded a gain of $ 2.1 million 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 March 31, 2024 within the next twelve months is $ 4.1 million. 17 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) On May 2, 2024, the Company entered into a cross-currency swap agreement with a notional amount of CHF 68.5 million, equivalent to $ 75.0 million, where the Company agreed with third-parties to sell Swiss francs in exchange for U.S. dollars at a specified rate at the maturity of the contract. The new cross-currency swap agreement was designated as a net investment hedge to partially offset the effects of foreign currency on foreign subsidiaries. Foreign Currency Forward Contracts 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 not included in accumulated comprehensive loss. These changes in fair value will be recognized into earnings as a component of cost of sales when the forecasted-transaction occurs. In the first quarter of 2024, the Company entered into foreign currency forwards to mitigate the exchange rate risk of Swiss franc denominated intercompany purchases. These contracts typically settle at various dates within twelve months of execution. As of March 31, 2024 the notional amount of foreign currency forward contracts was CHF 13.3 million. For the three months ended March 31, 2024 the Company recorded a loss of $ 0.6 million in AOCI related to the change in fair value of the foreign currency forward contracts and a loss of $ 0.1 million in cost of goods sold included in the consolidated statements of operations. 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. 18 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023: Fair Value as of Location on Balance Sheet (1) : March 31, 2024 December 31, 2023 Dollars in thousands Derivatives designated as hedges — Assets: Prepaid expenses and other current assets Cash Flow Hedges Interest rate swap (2) $ 14,188 $ 14,675 Cross-currency swap 680 537 Net Investment Hedges Cross-currency swap 4,084 2,938 Other assets Cash Flow Hedges Interest rate swap (2) 40,998 30,710 Cross-currency swap — — Net Investment Hedges Cross-currency swap 2,454 1,470 Total derivatives designated as hedges — Assets $ 62,404 $ 50,330 Derivatives designated as hedges — Liabilities: Accrued expenses and other current liabilities Cash Flow Hedges Interest rate swap (2) $ 540 $ 579 Cross-currency swap 2,578 4,813 Foreign currency forward contracts 629 — Net Investment Hedges Cross-currency swap — 2,903 Other liabilities Cash Flow Hedges Interest rate swap (2) 1,586 1,250 Cross-currency swap 10,582 36,396 Net Investment Hedges Cross-currency swap 33,427 51,114 Total derivatives designated as hedges — Liabilities $ 49,342 $ 97,055 (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 March 31, 2024 and December 31, 2023, the total notional amounts related to the Company’s interest rate swaps were $ 1.5 billion. 19 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) The following presents the effect of derivative instruments designated as cash flow hedges and net investment hedges on the accompanying condensed consolidated statement of operations during the three months ended March 31, 2024 and 2023: Dollars in thousands Balance in AOCI Beginning of Quarter Amount of Gain (Loss) Recognized in AOCI Amount of Gain (Loss) Reclassified from AOCI into Earnings Balance in AOCI End of Quarter Location in Statements of Operations Three Months Ended March 31, 2024 Cash Flow Hedges Interest rate swap $ 43,556 $ 14,723 $ 5,219 $ 53,060 Interest expense Cross-currency swap ( 15,763 ) 29,532 31,473 ( 17,704 ) Other income (expense), net Foreign currency forward contract — ( 629 ) ( 110 ) ( 519 ) Cost of sales Net Investment Hedges Cross-currency swap ( 45,498 ) 24,920 2,202 ( 22,780 ) Interest income $ ( 17,705 ) $ 68,546 $ 38,784 $ 12,057 Three Months Ended March 31, 2023 Cash Flow Hedges Interest rate swap $ 56,712 $ ( 10,534 ) $ 3,500 $ 42,678 Interest expense Cross-currency swap ( 20,271 ) 2,191 ( 3,504 ) ( 14,576 ) Other income (expense), net Foreign currency forward contract $ ( 69 ) $ ( 69 ) Net Investment Hedges Cross-currency swap ( 6,914 ) 950 2,096 ( 8,060 ) Interest income $ 29,527 $ ( 7,462 ) $ 2,092 $ 19,973 Derivative Instruments not Designated Hedges: During the second quarter of 2021, the Company entered into a foreign currency swap, with a notional amount of $ 7.3 million to mitigate the risk from fluctuations in foreign currency exchange rates associated with an intercompany loan denominated in Japanese yen. In a foreign currency swap transaction, the Company agrees with another party to exchange, at specified intervals, the difference between one currency and another currency at a fixed exchange rate, generally set at inception, calculated by reference to an agreed upon notional amount. The notional amount of each currency is exchanged at the inception and termination of the currency swap by each party. The Company subsequently paid down a portion of this swap, bringing the notional amount down to $ 5.5 million as of March 31, 2024. The fair value of the foreign currency swaps not designated as hedges was $ 1.5 million and $ 1.2 million as of March 31, 2024 and December 31, 2023, respectively. The following table summarizes the gains (losses) on derivative instruments not designated as hedges on the condensed consolidated statements of income, which was included in other income: Dollars in thousands Three Months Ended March 31, 2024 2023 Foreign currency swaps 273 55 Total $ 273 $ 55 8. STOCK-BASED COMPENSATION As of March 31, 2024, 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”). 20 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) Stock options issued under the 2003 Plan become exercisable over specified periods, generally within four years from the date of grant for officers and employees, within one year from date of grant for directors which generally expire eight years from the grant date for employees, and from six to ten years for directors and certain executive officers, except in certain instances that result in accelerated vesting due to death, disability, retirement age or change in-control provisions within their grant agreements. The Company values stock option grants using the binomial distribution model. Restricted stock issued under the 2003 Plan vests over specified periods, generally three years after the date of grant. The vesting of performance stock issued under the 2003 Plan is subject to service and performance conditions. Stock Options As of March 31, 2024, there were approximately $ 4.9 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 . There were 243,964 stock options granted during the three months ended March 31, 2024. For the three months ended March 31, 2024, the weighted average grant date fair value for stock options granted was $ 15.68 per option. Awards of Restricted Stock and Performance Stock Performance stock and restricted stock awards generally have requisite service periods of three years , except in certain instances that result in accelerated vesting due to death, disability, retirement age provision or change in-control provisions in their grant agreements. Performance stock units are subject to graded vesting conditions based on revenue goals of the Company. The Company expenses the fair value of restricted stock awards on a straight-line basis over the requisite service period. As of March 31, 2024, there was approximately $ 48.6 million of total unrecognized compensation costs related to these unvested awards. The Company expects to recognize these costs over a weighted-average period of approximately two years . The Company granted 532,379 restricted stock awards and 263,350 performance stock awards during the three months ended March 31, 2024. For the three months ended March 31, 2024, the weighted average grant date fair value for restricted stock awards and performance stock units granted was $ 36.46 and $ 36.22 per award, respectively. The Company also maintains an Employee Stock Purchase Plan (the “ESPP”), which provides eligible employees with the opportunity to acquire shares of common stock at periodic intervals by means of accumulated payroll deductions. The ESPP is a non-compensatory plan based on its terms. CEO Separation On February 27th, 2024, the Company announced that Mr. De Witte would retire from his position as President and Chief Executive Officer and director of the Company following the completion of a succession process and entered into a letter agreement with Mr. De Witte to modify his current employment agreement and put forth the form of a post-employment consulting agreement. The Company applied modification accounting to the outstanding equity-based awards granted to Mr. De Witte as of that date, which revalued and accelerated stock-based compensation associated with equity-based awards granted to him over his expected service period to the Company. Pursuant to this letter agreement, Mr. De Witte’s unvested equity-based awards will continue to vest during his continued service period to the Company and vested stock options were modified such that they will remain exercisable until the lesser of (a) the stated term of the stock options and (b) six months following his cessation of continued service to the Company. As a result of the modifications, the Company recorded incremental stock-based compensation expense of $ 0.2 million during the three months ended March 31, 2024. The Company will record a total of $ 1.9 million in accelerated stock-based compensation expenses for the twelve months ended 2024 that would not have been recognized if Mr. De Witte had not announced his retirement from Integra. 9. RETIREMENT PLANS The Company maintains defined benefit pension plans that cover certain employees in France, Japan, Germany and Switzerland. Net periodic benefit costs for the Company’s defined benefit pension plans for the three months ended March 31, 2024 were $ 0.4 million. The components of the net periodic benefit costs other than the service cost component of $ 0.8 million for the three months ended March 31, 2024 are included in other income, net in the consolidated statements of operations. Net periodic benefit costs for the Company’s defined benefit pension plans for the three months ended March 31, 2023 were $ 0.3 million. The components of the net periodic benefit costs other than the service cost component of $ 0.5 million for the three months ended March 31, 2023 are included in other income, net in the consolidated statements of operations. 21 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) The estimated fair values of plan assets were $ 40.4 million and $ 45.7 million as of March 31, 2024 and December 31, 2023, respectively. The net plan assets of the pension plans are invested in common trusts as of March 31, 2024 and December 31, 2023. Common trusts are classified as Level 2 in the fair value hierarchy. The fair value of common trusts is valued at the 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 an appropriate risk profile. 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 were $ 5.7 million and $ 6.1 million as of March 31, 2024 and December 31, 2023, respectively. Offsetting liabilities relating to the deferred compensation plan are included in other liabilities. 10. 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 March 31, 2024. 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 Right of Use (“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 three months ended March 31, 2024 and March 31, 2023 was $ 6.3 million and $ 6.0 million, respectively, which includes $ 0.3 million, in related party operating lease expense. Supplemental balance sheet information related to operating leases were as follows: Dollars in thousands, except lease term and discount rate March 31, 2024 December 31, 2023 ROU assets $ 151,834 $ 156,184 Current lease liabilities 16,303 15,284 Non-current lease liabilities 170,082 166,849 Total lease liabilities $ 186,385 $ 182,133 Weighted average remaining lease term (in years): Leased facilities 16.5 years 16.3 years Leased vehicles 2.1 years 1.9 years Weighted average discount rate: Leased facilities 5.7 % 5.9 % Leased vehicles 2.7 % 2.7 % 22 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) Supplemental cash flow information related to leases for the three months ended March 31, 2024 and 2023 were as follows: Dollars in thousands March 31, 2024 March 31, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 5,734 $ 4,319 ROU assets obtained in exchange for lease liabilities: Operating leases $ 746 $ 1,721 Future minimum lease payments under operating leases at March 31, 2024 were as follows: Dollars in thousands Related Parties Third Parties Total Remainder of 2024 $ 222 $ 17,884 $ 18,106 2025 296 22,859 23,155 2026 296 20,210 20,506 2027 296 18,892 19,188 2028 296 16,603 16,899 2029 246 15,771 16,017 Thereafter — 163,479 163,479 Total minimum lease payments $ 1,652 $ 275,698 $ 277,350 Less: Imputed interest 90,965 Total lease liabilities 186,385 Less: Current lease liabilities 16,303 Long-term lease liabilities 170,082 There were no future minimum lease payments under finance leases at March 31, 2024. 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. 11. TREASURY STOCK As of March 31, 2024 and December 31, 2023, there were 12.7 million and 12.8 million shares of treasury stock outstanding with a cost of $ 646.4 million and $ 647.3 million, at a weighted average cost per share of $ 50.76 and $ 50.76 , 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 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. 23 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 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 2023 ASR agreement was completed in the second quarter of 2023, where the Company received 0.6 million shares, 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 “Inflation Act”) was signed into law. The Inflation Act implements 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. 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, under which $ 75 million remained authorized at the time of its replacement . A s of March 31, 2024, $ 100 million remained authorized . The program authorized in July 2023 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. 12. INCOME TAXES The following table provides a summary of the Company’s effective tax rate: Three Months Ended March 31, 2024 2023 Reported tax rate 37.3 % 18.6 % The Company’s effective income tax rates for the three months ended March 31, 2024 and 2023 were 37.3 % and 18.6 %, respectively. For the three months ended March 31, 2024, the higher tax rate is attributable to a $ 1.5 million shortfall from stock based compensation, offset by a tax benefit for the intangible asset impairment, as compared to previous year. The Company does not have tax basis in the impaired intangible asset and has treated the tax impact as a discrete event in this quarter. 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 Act was signed into law. The Company did not experience a material impact on the Company’s effective tax rate under the Inflation Act. 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 the Company operates 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 for implementing the tax during the early transition years, if certain conditions are met. At this time, the Company is projecting an immaterial amount related to Pillar 2 tax liability for the 2024 year. Such changes in U.S. and Non-U.S. jurisdictions could have an adverse effect on the Company’s effective tax rate. 24 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 13. NET INCOME PER SHARE Basic and diluted net income per share was as follows: Three Months Ended March 31, Dollars in thousands, except per share amounts 2024 2023 Basic net (loss) income per share: Net (loss) income $ ( 3,281 ) $ 24,226 Weighted average common shares outstanding 77,735 81,871 Basic net (loss) income per common share $ ( 0.04 ) $ 0.30 Diluted net (loss) income per share: Net (loss) income $ ( 3,281 ) $ 24,226 Weighted average common shares outstanding — Basic 77,735 81,871 Effect of dilutive securities: Stock options and restricted stock — 452 Weighted average common shares for diluted earnings per share 77,735 82,323 Diluted net (loss) income per common share $ ( 0.04 ) $ 0.29 Basic earnings per share is computed by dividing net income by the weighted-average common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method. Dilutive potential common shares include employee equity share options, non-vested shares, and similar equity instruments granted by the Company. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive. Common stock of approximately 1.3 million and 0.3 million shares at March 31, 2024, and 2023, res pectively, were not included in the computation of diluted net (loss) income per share because their effect would have been anti-dilutive. 14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Comprehensive income for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, Dollars in thousands 2024 2023 Net (loss) income $ ( 3,281 ) $ 24,226 Foreign currency translation adjustment 730 3,192 Change in unrealized loss/(gain) on derivatives, net of tax 3,735 ( 6,493 ) Pension liability adjustment, net of tax ( 5 ) 103 Comprehensive income, net $ 1,179 $ 21,028 25 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) Changes in accumulated other comprehensive income by component between December 31, 2023 and March 31, 2024 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 January 1, 2024 $ 21,489 $ 2,712 $ ( 39,307 ) $ ( 15,106 ) Other comprehensive gain (loss) 34,939 ( 5 ) 2,425 37,359 Less: Amounts reclassified from accumulated other comprehensive income, net 31,204 — 1,695 32,899 Net current-period other comprehensive gain (loss) 3,735 ( 5 ) 730 4,460 Balance at March 31, 2024 $ 25,224 $ 2,707 $ ( 38,577 ) $ ( 10,646 ) For the three months ended March 31, 2024, the Company reclassified a gain of $ 27.2 million and $ 5.7 million from accumulated other comprehensive income to other income, net and interest income, respectively. 15. 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 each reportable segment for the three months ended March 31, 2024 and 2023 are as follows: Three Months Ended March 31, Dollars in thousands 2024 2023 Segment Net Sales Codman Specialty Surgical $ 256,434 $ 248,136 Tissue Technologies 112,438 132,710 Total revenues $ 368,872 $ 380,846 Segment Profit Codman Specialty Surgical $ 103,492 $ 110,933 Tissue Technologies 30,666 52,281 Segment profit 134,158 163,214 Amortization ( 10,107 ) ( 3,108 ) Corporate and other ( 120,087 ) ( 123,724 ) Operating income $ 3,964 $ 36,382 26 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) 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 revenues to geographic areas based on the location of the customer. Total revenue by major geographic area consisted of the following: Three Months Ended March 31, Dollars in thousands 2024 2023 United States $ 256,229 $ 271,002 Europe 41,596 41,064 Asia Pacific 49,545 50,473 Rest of World 21,502 18,307 Total Revenues $ 368,872 $ 380,846 16. 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. In the ordinary course of its business, the Company is involved in, from time to time, various legal actions, including any matters described below, involving product liability, employment, intellectual property and commercial disputes, shareholder related matters, environmental proceedings, tax disputes, and governmental proceedings and investigations, some of which have been settled by the Company. In the opinion of management, such matters 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 security holders of ACell, Inc. (“ACell”)) filed for arbitration against Integra Life Sciences claiming breach of contract related to the earnout consideration from the 2021 acquisition of ACell. Refer below 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, and intends to defend the matter vigorously. Contingent Consideration The Company determined the fair value of contingent consideration during the three month period ended March 31, 2024 and March 31, 2023 to reflect the change in estimate, additions, payments, transfers and the time value of money during the period. 27 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the three months ended March 31, 2024 and March 31, 2023 is as follows (in thousands): Three Months Ended March 31, 2024 Contingent Consideration Liability Related to Acquisition of: Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates (SIA), Inc. Location in Financial Statements Balance as of January 1, 2024 $ 15,755 $ 2,557 $ 300 68,700 Change in fair value of contingent consideration liabilities ( 83 ) Research and development 39 — 500 Selling, general and administrative Balance as of March 31, 2024 15,672 2,596 300 69,200 Short-Term $ 7,562 $ — $ — $ 29,300 Accrued expenses and other current liabilities Long-Term 8,110 2,596 300 39,900 Other liabilities Total 15,672 2,596 300 69,200 Three Months Ended March 31, 2023 Contingent Consideration Liability Related to Acquisition of: Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates (SIA), Inc. 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 3,299 Research and development — ( 2,200 ) 3,600 Selling, general and administrative Balance as of March 31, 2023 $ 16,194 $ 230 $ 1,500 $ 61,207 Short-Term $ 4,388 $ — $ — $ 12,500 Accrued expenses and other current liabilities Long-Term 11,806 230 1,500 48,707 Other liabilities Total 16,194 230 1,500 61,207 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, Inc. The Company assumed contingent consideration incurred by Derma Sciences, Inc. (“Derma Sciences”) related to its acquisitions of BioD, LLC and the intellectual property related to Medihoney® products. The Company accounted for the contingent liabilities by recording the fair value on the date of the acquisition based on a probability weighted income approach. The Company has already paid $ 33.3 million related to the aforementioned contingent liabilities. One contingent milestone remains which relates to net sales of Medihoney®™ products exceeding certain amounts defined in the agreement between the Company and Derma Sciences. The potential maximum undiscounted payment amounts to $ 3.0 million. 28 INTEGRA LIFESCIENCES HOLDINGS CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued) ACell, Inc. As part of the acquisition of ACell, the Company is required to make payments to the former shareholders of ACell up to $ 100 million in total for years 2022, 2023, and 2025 based on the achievement by the Company of certain revenue-based performance milestones. The 2022 and 2023 milestones were 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. The Company estimated the fair value of the contingent consideration to be $ 23.9 million at the acquisition date. Surgical Innovations Associates, Inc. As part of the acquisition of Surgical Innovations Associates, Inc. (“SIA”), the Company is required to pay to the former shareholders 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. The Company estimated the fair value of the contingent consideration for the revenue based milestone to be $ 32.6 million at the acquisition date and $ 25.0 million for the PMA approval milestone at the acquisition date. 29 Table of Contents