What changed in this filing

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Item 1. Financial Statements

2024-11-04 compared with 2024-07-29 · 235 added, 184 removed, 858 unchanged (33% of the section changed)

4 unchanged sentences

(Dollars in thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

6 unchanged sentences

Total costs and expenses 388,984 355,828 1,175,097 1,069,055

Operating income ( 3,029 ) 12,504 935 48,886

Operating (loss) income ( 8,150 ) 26,593 ( 7,216 ) 75,479

Interest income 5,049 4,607 15,147 12,653

Interest expense ( 19,373 ) ( 13,062 ) ( 51,648 ) ( 37,626 )

Other (expense) income, net 1,437 ( 155 ) 827 1,234

Other income, net 2,112 471 2,939 1,705

(Loss) income before income taxes ( 20,362 ) 18,609 ( 40,778 ) 52,211

13 unchanged sentences

(Dollars in thousands, except per share amounts)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets:

18 unchanged sentences

Current portion of lease liability - operating leases 15,039 15,284

Convertible securities 572,442 —

Accounts payable, trade 77,666 92,326

18 unchanged sentences

240,000 authorized shares;

91,591 and 90,920 issued at June 30, 2024 and December 31, 2023, respectively

91,588 and 90,920 issued at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 1,316,854 1,302,484

Treasury stock, at cost;

14,008 shares and 12,751 shares at June 30, 2024 and December 31, 2023, respectively

14,454 shares and 12,751 shares at September 30, 2024 and December 31, 2023, respectively

( 691,810 ) ( 647,262 )

7 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

OPERATING ACTIVITIES:

3 unchanged sentences

Non-cash impairment charges 12,173 —

Deferred income tax provision (benefit) ( 4,700 ) 1,726

Deferred income tax (benefit) provision ( 13,743 ) 2,963

Share-based compensation 17,225 14,350

15 unchanged sentences

Cash (paid) for business acquisitions, net of cash acquired ( 281,994 ) —

Purchases of Investments ( 48,997 ) —

Purchases of short term investments ( 48,997 ) —

Proceeds from maturities of short term investments 19,250 —

Net proceeds from swaps designated as net investment hedges — 5,381

Net cash used in investing activities ( 386,559 ) ( 36,949 )

16 unchanged sentences

(Dollars in thousands)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity

4 unchanged sentences

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

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 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

Net income — — — — — — ( 12,402 ) ( 12,402 )

Net loss — — — — — — ( 12,402 ) ( 12,402 )

Other comprehensive loss, net of tax — — — — — ( 8,080 ) — ( 8,080 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes 107 1 — 20 ( 101 ) — — ( 80 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 107 1 — 20 ( 101 ) — — ( 80 )

Share-based compensation — — — — 7,305 — — 7,305

1 unchanged sentence

Balance, June 30, 2024 91,591 $ 916 ( 14,008 ) $ ( 680,753 ) $ 1,301,582 $ ( 18,726 ) $ 931,176 $ 1,534,195

Six Months Ended June 30, 2023

Net loss — — — — — — ( 10,695 ) ( 10,695 )

Other comprehensive income, net of tax — — — — — ( 6,128 ) — ( 6,128 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures ( 3 ) — — 10 ( 181 ) — — ( 171 )

Share-based compensation — — — — 4,386 — — 4,386

Accelerated shares repurchased — — ( 446 ) ( 11,067 ) 11,067 — — —

Balance, September 30, 2024 91,588 $ 916 ( 14,454 ) $ ( 691,810 ) $ 1,316,854 $ ( 24,854 ) $ 920,481 $ 1,521,587

Nine Months Ended September 30, 2023

Common Stock Treasury Stock Additional Paid-In Capital Accumulated Other Comprehensive Loss Retained Earnings Total Equity

5 unchanged sentences

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 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 316 1 16 846 ( 4,858 ) — — ( 4,011 )

Share-based compensation — 2 — — 3,609 — — 3,611

4 unchanged sentences

Other comprehensive income (loss), net of tax — — — — — ( 2,237 ) — ( 2,237 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes 68 1 — 21 985 — — 1,007

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 68 1 — 21 985 — — 1,007

Share-based compensation — — — — 5,268 — — 5,268

2 unchanged sentences

90,881 909 ( 9,527 ) ( 513,782 ) 1,283,675 4,830 907,528 1,683,160

Net income — — — — — — 19,497 19,497

Other comprehensive income, net of tax — — — — — ( 3,085 ) — ( 3,085 )

Issuance of common stock for vesting of share based awards, net of shares withheld for taxes and forfeitures 54 — — 17 424 — — 441

Share-based compensation — — — — 5,457 — — 5,457

Accelerated shares repurchased — — ( 2,296 ) ( 99,012 ) ( 27,237 ) — — ( 126,249 )

Balance, September 30, 2023

90,935 909 ( 11,823 ) ( 612,777 ) 1,262,319 1,745 927,025 1,579,221

The accompanying unaudited notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

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 June 30, 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.

In the opinion of management, the September 30, 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.

1 unchanged sentence

The consolidated balance sheet as of December 31, 2023 was derived from audited financial statements, but does not include all disclosures required by GAAP.

Operating results for the three and six-month period ended June 30, 2024 are not necessarily indicative of the results to be expected for the entire year.

Operating results for the three and nine-month period ended September 30, 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.

16 unchanged sentences

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 a SOFR-indexed rate.

In March 2023, the Company entered into a basis swap contract by which the Company receives Term SOFR and pays LIBOR to convert its portfolio of interest rate swaps from LIBOR to SOFR.

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 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.

15 unchanged sentences

Cash and cash equivalents

The Company had cash and cash equivalents, primarily consisting of cash on-hand as well as time deposits with original maturities of three months or less and money market funds which are highly liquid and readily convertible to cash, totaling approximately $ 215.2 million and $ 276.4 million at June 30, 2024 and December 31, 2023 respectively.

Time deposits with original maturities of three months or less and money market funds are valued based on Level 1 measurements in the fair value hierarchy established within FASB Topic 820, Fair Value Measurement (“ASC 820”).

1 unchanged sentence

Short-term investments

The Company had short term investments, primarily consisting of time deposits with original maturities between three months and one year, which are valued based on Level 1 measurements in the fair value hierarchy, totaling approximately $ 81.7 million at June 30, 2024 compared to $ 32.7 million at December 31, 2023.

The Company had short term investments, primarily consisting of time deposits with original maturities between three months and one year, which are valued based on Level 1 measurements in the fair value hierarchy, totaling approximately $ 62.4 million at September 30, 2024 compared to $ 32.7 million at December 31, 2023.

ACQUISITIONS AND DIVESTITURES

2 unchanged sentences

(“Acclarent”), a developer and marketer of medical devices used in ear, nose, throat (“ENT”) procedures, from Ethicon, Inc., a subsidiary of Johnson & Johnson, 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.

In September 2024, the Company finalized the working capital adjustment in the amount of $ 4.2 million, which resulted in a reduction to goodwill.

This adjustment will be settled during the three months ending December 31 , 2024.

The addition of Acclarent’s ENT product portfolio, including sinus balloon dilation, eustachian tube balloon dilation, and surgical navigation systems technologies, and dedicated salesforce will enhance the Company’s position in the ENT specialty device market.

Acclarent’s results of operations have been reported in the Company’s Codman Specialty Surgical reportable segment from the date of acquisition.

The Company recorded revenue from Acclarent of approximately $ 31.3 million, in the consolidated statements of operations and comprehensive income for the three months ended June 30, 2024.

The Company recorded revenue from Acclarent of approximately $ 62.3 million, in the consolidated statements of operations and comprehensive income for the nine months ended September 30, 2024.

The net income or loss attributable to this acquisition cannot be identified on a stand-alone basis because it is in the process of being integrated into the Company’s operations.

57 unchanged sentences

These adjustments create excess book basis over tax basis which is tax-effected by the statutory tax rates of applicable jurisdictions.

Acquisition of Durepair®

On October 2, 2024, the Company completed the acquisition of the product rights for Durepair ® Regeneration Matrix (“Durepair”), a non-synthetic dura substitute for repair of the dura mater during neurosurgical procedures, from Medtronic plc for total consideration of $ 45.0 million.

The Company made a cash payment of $ 10.0 million upon the closing of the acquisition and will make additional cash payments of $ 15.0 million upon the first anniversary of the acquisition and $ 20.0 million upon the second anniversary of the acquisition.

The Company will account for the acquisition of the product rights for Durepair, which consist of certain patents and trademarks, regulatory approvals, and other records, as an asset acquisition in accordance with ASC 805 because the acquisition does not include an assembled workforce and substantially all of the fair value of the assets acquired is concentrated in a single identifiable asset and, thus, the assets are not considered a business.

REVENUES FROM CONTRACTS WITH CUSTOMERS

17 unchanged sentences

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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Other operating revenues may include fees received under service agreements.

1 unchanged sentence

A portion of the transaction price allocated to the performance obligations to be satisfied in the future periods is recognized as contract liability.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

The following table summarizes the changes in the contract asset and liability balances for the six months ended June 30, 2024:

The following table summarizes the changes in the contract asset and liability balances for the nine months ended September 30, 2024:

Dollars in thousands Total

3 unchanged sentences

Contract asset, net of transferred to trade receivables on contracts during the period $ 7,828

Contract asset, June 30, 2024

Contract asset, September 30, 2024

Contract Liability

1 unchanged sentence

Recognition of revenue included in beginning of year contract liability $ ( 6,616 )

Contract liability, acquired with Acclarent $ 3,984

Contract liability, net of revenue recognized on contracts during the period $ 4,447

Foreign currency translation $ 21

Contract liability, June 30, 2024

At June 30, 2024, the short-term portion of the contract liability of $ 9.9 million and the long-term portion of $ 8.4 million are included in current liabilities and other liabilities, respectively, in the consolidated balance sheets.

As of June 30, 2024, the Company is expected to recognize revenue of approximately 54 % of unsatisfied (or partially unsatisfied) performance obligations as revenue within 12 months, with the remaining balance to be recognized thereafter.

Contract liability, September 30, 2024

At September 30, 2024, the short-term portion of the contract liability of $ 10.0 million and the long-term portion of $ 8.1 million are included in current liabilities and other liabilities, respectively, in the consolidated balance sheets.

As of September 30, 2024, the Company is expected to recognize revenue of approximately 55 % of unsatisfied (or partially unsatisfied) performance obligations as revenue within 12 months, with the remaining balance to be recognized thereafter.

Shipping and Handling Fees

13 unchanged sentences

Disaggregated Revenue

The following table presents revenues disaggregated by the major sources of revenues for the three and six months ended June 30, 2024 and 2023 (dollar amounts in thousands):

Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Six Months Ended June 30, 2024 Six Months Ended June 30, 2023

The following table presents revenues disaggregated by the major sources of revenues for the three and nine months ended September 30, 2024 and 2023 (dollar amounts in thousands):

Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023

Neurosurgery $ 175,956 $ 209,229 $ 583,726 $ 607,902

7 unchanged sentences

(1) Prior period revenues included within our instruments business have been reclassified under the ENT business.

See Note 15 , Segment and Geographical Information , for details of revenues based on the location of the customer.

Segment and Geographic Information , for details of revenues based on the location of the customer.

Inventories, net consisted of the following:

Dollars in thousands June 30, 2024 December 31, 2023

Dollars in thousands September 30, 2024 December 31, 2023

Finished goods $ 219,347 $ 196,402

3 unchanged sentences

GOODWILL AND OTHER INTANGIBLE ASSETS

Changes in the carrying amount of goodwill for the six-month period ended June 30, 2024 were as follows:

Changes in the carrying amount of goodwill for the nine-month period ended September 30, 2024 were as follows:

Dollars in thousands Codman Specialty

3 unchanged sentences

Foreign currency translation ( 210 ) ( 113 ) ( 323 )

Goodwill at June 30, 2024

Goodwill at September 30, 2024

$ 728,123 $ 388,412 $ 1,116,535

5 unchanged sentences

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 discounted cash flow model, which incorporates significant estimates and assumptions made by management which, by their nature, are characterized by uncertainty.

The quantitative test uses a combination of both an income approach and a market approach to determine the fair value of the reporting unit.

The income approach utilizes the estimated discounted cash flows for the reporting unit, while the market approach utilizes comparable publicly-traded companies’ revenue and EBITDA

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 Company’s manufacturing facility located in Boston, Massachusetts (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.

Estimates and assumptions used in the income approach to calculate projected future discounted cash flows included revenue growth rates, operating margins, and a discount rate for each reporting unit.

Discount rates are determined using a weighted average cost of capital for risk factors specific to each reporting unit and other market and industry data.

The assumptions used are inherently subject to uncertainty and slight changes in these assumptions could have a significant impact on the concluded value.

The estimates and assumptions applied represent a Level 3 measurement in the fair value hierarchy.

Level 3 inputs are supported by limited or no market activity and reflect the Company’s assumptions in measuring fair value.

For goodwill, during the third quarter of 2024, the Company elected to bypass the qualitative evaluations of its Tissue Technologies, Neurosurgery, and Instruments and ENT reporting units and perform quantitative tests.

The quantitative test for the Tissue Technologies reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 12.5 % in the income approach.

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 21.2 % headroom.

The quantitative test for the Neurosurgery reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 12.0 % in the income approach.

The Company determined, after performing the quantitative analysis, that the fair value of the Neurosurgery reporting unit was not less than its carrying amount, with 11.7 % headroom.

The quantitative test for the Instruments and ENT reporting unit utilized a terminal growth rate of 2.5 % and a discount rate of 11.5 % in the income approach.

The Company determined, after performing the quantitative analysis, that the fair value of the Instruments and ENT reporting unit was not less than its carrying amount, with 22.1 % headroom.

Based on the results of these quantitative tests, the Company recorded no impairment of goodwill for Tissue Technologies, Neurosurgery, or Instruments and ENT reporting units.

The Company performed a hypothetical sensitivity analysis of the fair value for each reporting unit by increasing the discount rate by 50 basis points, decreasing the terminal growth rate by 50 basis points, and holding all other assumptions constant, which resulted in a decrease to the estimated fair value of the Tissue Technology reporting unit by 4.5 %, a decrease to the estimated fair value of the Neurosurgery reporting unit by 3.8 %, and a decrease to the estimated fair value of the Instruments and ENT reporting unit by 3.5 %.

Based on the results of the hypothetical sensitivity analyses, the Company would still not have recorded an impairment of goodwill for Tissue Technologies, Neurosurgery, or Instruments and ENT reporting units.

For intangible assets with indefinite lives, the Company elected to bypass the qualitative evaluation for its Codman tradename intangible asset and perform a quantitative test during the third quarter 2024.

In performing this test, the Company utilized a discount rate of 13.0 %.

The assumptions used in evaluating the Codman tradename for impairment are subject to change and are tracked against historical results by management.

Based on the results of the quantitative test, the Company recorded no impairment to the Codman tradename intangible asset.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Other Intangible Assets

The components of the Company’s identifiable intangible assets were as follows:

June 30, 2024

September 30, 2024

Dollars in thousands Weighted

19 unchanged sentences

$ 1,729,837 $ ( 662,004 ) $ 1,067,833

Total amortization of intangible assets for the three and six months ended June 30, 2024 was $ 25.4 million and $ 53.1 million, respectively.

Total amortization of intangible assets for the three and nine months ended September 30, 2024 was $ 25.6 million and $ 78.7 million, respectively.

Of these amounts, $ 21.8 million and $ 61.1 million, respectively, 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 and six months ended June 30, 2023 was $ 20.6 million and $ 41.3 million, respectively.

Total amortization of intangible assets for the three and nine months ended September 30, 2023 was $ 20.9 million and $ 62.1 million, respectively.

Of these amounts, $ 17.7 million and $ 52.8 million, respectively, 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.

1 unchanged sentence

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.

In the first quarter of 2024, 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 quantitative 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 .

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 Company determined that the carrying amount of these definite-lived intangible assets were recoverable and, therefore, the intangible assets were not deemed to be impaired.

In the second quarter of 2024, the Company approved a plan to transition the commercial distribution of SurgiMend® and PriMatrix® from the Boston facility to the Company’s manufacturing facility in Braintree, Massachusetts (the “Braintree facility”).

The Company considered the impact to the update to the estimated timeframe to resume the commercial distribution of products manufactured in the Boston facility on the assumptions used in the quantitative assessment of the definite-lived intangible assets completed in the first quarter of 2024, which did not require further evaluation for impairment.

The carrying values of SurgiMend® and PriMatrix® are $ 34.6 million and $ 25.5 million, respectively, as of September 30, 2024.

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 .

In the first quarter of 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.

The carrying values of SurgiMend® and PriMatrix® are $ 36.5 million and $ 26.6 million, respectively, as of June 30, 2024.

Amendment to the Seventh Amended and Restated Senior Credit Agreement

4 unchanged sentences

The terms of the Senior Credit Facility limit the amount of dividends we may pay.

The Company’s maximum Consolidated Total Leverage Ratio (as defined in the March 2023 Amendment) in the financial covenants was modified to the following:

The Company’s maximum Consolidated Total Leverage Ratio (as defined in the March 2023 Amendment) in the financial covenants is outlined below.

Concurrent with the Durepair acquisition (see Note 2.

Acquisitions and Divestitures), in accordance with the terms of the March 2023 Amendment, the Company elected to increase the maximum Consolidated Total Leverage Ratio to 5.00 from the fiscal quarter ending December 31, 2024 through the fiscal quarter ending September 30, 2025.

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

March 31, 2023 through September 30, 2024 4.50 to 1.00

December 31, 2024 through September 30, 2025 5.00 to 1.00

December 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

9 unchanged sentences

subsidiaries, excluding intangible assets.

The Senior Credit Facility is subject to various financial and negative covenants and, at June 30, 2024, the Company was in compliance with all such covenants.

The Senior Credit Facility is subject to various financial and negative covenants and, at September 30, 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 September 30, 2024 and December 31, 2023 there wa s $ 400.0 million and $ 70.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility.

At September 30, 2024 and December 31, 2023, there was $ 765.3 million and $ 775.0 million outstanding under the term loan component of the Senior Credit Facility at a weighted average interest rate of 6.4 % and 6.8 %, respectively.

As of September 30, 2024 and December 31, 2023 there was $ 29.1 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.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

At June 30, 2024 and December 31, 2023 there wa s $ 410.0 million and $ 70.0 million, respectively, ou tstanding under the revolving credit facility component of the Senior Credit Facility.

At June 30, 2024 and December 31, 2023, there was $ 770.2 million and $ 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 June 30, 2024 and December 31, 2023 there was $ 24.2 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.

The fair value of the term loan and revolving portion of the Senior Credit Facility at June 30, 2024 was $ 759.8 million, and $ 404.2 million, respectively.

The fair value of the term loan and revolving portion of the Senior Credit Facility at September 30, 2024 was $ 756.3 million, and $ 395.3 million, respectively.

The fair value was determined by using a discounted cash flow model based on current market interest rates available to the Company.

1 unchanged sentence

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 June 30, 2024 and December 31, 2023 to taled $ 1.7 million.

There were no amounts drawn under the letters of credit outstanding as of June 30, 2024.

Letters of credit outstanding as of September 30, 2024 and December 31, 2023 to taled $ 1.7 million.

There were no amounts drawn under the letters of credit outstanding as of September 30, 2024.

Contractual repayments of the term loan component of the Senior Credit Facility are due as follows:

As of June 30, 2024

As of September 30, 2024

Principal Repayment

1 unchanged sentence

Remainder of 2024

Thereafter 634,531

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 26.2 million for the remainder of 2024, $ 50.9 million in 2025, $ 48.2 million in 2026, $ 45.1 million in 2027, and $ 10.0 million thereafter.

Future interest payments on the term loan component of the Senior Credit Facility based on current interest rates are expected to approximate $ 12.3 million for the remainder of 2024, $ 48.1 million in 2025, $ 45.6 million in 2026, $ 42.6 million in 2027, and $ 9.4 million in 2028.

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.

11 unchanged sentences

or (4) if specified corporate transactions occur.

As of June 30, 2024, none of these conditions existed and the 2025 Notes are classified as long term obligations.

As of September 30, 2024, none of these conditions existed and the 2025 Notes are classified as current convertible securities on the consolidated balance sheet, as they are due within one year.

On December 9, 2020, the Company entered into the first supplemental indenture to the Original Indenture (the “First Supplemental Indenture” and, together with Original Indenture, the “Indenture”), pursuant to which 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 First Supplemental Indenture) for a conversion of the 2025 Notes, the Specified Dollar Amount (as defined in the First Supplemental 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).

The Company will also be required to increase the conversion rate for holders who convert their 2025 Notes in connection with certain Fundamental Changes (as defined in the Original Indenture) occurring prior to the maturity date or following delivery by the Company of a notice of redemption.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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.

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”).

4 unchanged sentences

The initial strike price of the warrant transactions was $ 113.34 for the 2025 Notes, subject to customary anti-dilution adjustments.

At June 30, 2024 , the carrying amount of the liability of the 2025 Notes w as $ 575.0 million.

The fair value of the 2025 Notes at June 30, 2024 was $ 539.6 million.

At September 30, 2024 , the carrying amount of the liability of the 2025 Notes w as $ 575.0 million .

The fair value of the 2025 Notes at September 30, 2024 was $ 547.7 million .

Factors that the Company considered when estimating the fair value of the 2025 Notes included recent quoted market prices or dealer quotes.

8 unchanged sentences

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 June 30, 2024, the Company was in compliance with the covenants and none of the termination events had occurred.

As of September 30, 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 2023 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.

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, three 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 June 30, 2024 and December 31, 2023, the Company had $ 77.7 million and $ 89.2 million, respectively, of outstanding borrowings under its Securitization Facility at a weighted average interest rate of 6.8 % and 5.9 %, respectively.

The fair value of the outstanding borrowing of the Securitization Facility at June 30, 2024 was $ 76.1 million.

At September 30, 2024 and December 31, 2023, the Company had $ 72.8 million and $ 89.2 million, respectively, of outstanding borrowings under its Securitization Facility at an interest rate of 5.9 % and 6.4 %, respectively.

The fair value of the outstanding borrowing of the Securitization Facility at September 30, 2024 was $ 71.2 million.

These fair values were determined by using a discounted cash flow model based on current market interest rates available to the Company.

10 unchanged sentences

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 June 30, 2024 and December 31, 2023 (dollar amounts in thousands):

June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023

The Company held the following interest rate swaps as of September 30, 2024 and December 31, 2023 (dollar amounts in thousands):

September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

Hedged Item Notional Amount Designation Date Effective Date Termination Date Fixed Interest Rate Estimated Fair Value

14 unchanged sentences

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 and six months ended June 30, 2024, the Company recorded a gain of $ 5.1 million and $ 19.8 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three and six months ended June 30, 2023 the Company recorded a gain of $ 18.7 million and $ 8.2 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three and six months ended June 30, 2024, the Company recorded gains of $ 5.0 million and $ 10.3 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.

For the three and six months ended June 30, 2023 the Company recorded gains of $ 4.5 million and $ 8.0 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 June 30, 2024 within the next twelve months is $ 11.0 million.

For the three and nine months ended September 30, 2024, the Company recorded a loss of $ 17.1 million and a gain of $ 2.7 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three and nine months ended September 30, 2023 the Company recorded a gain of $ 15.3 million and $ 23.5 million, respectively, in AOCI related to the change in fair value of the interest rate swaps.

For the three and nine months ended September 30, 2024, the Company recorded gains of $ 4.1 million and $ 14.4 million, respectively, in the consolidated statements of operations related to the interest rate differential of the interest rate swaps.

For the three and nine months ended September 30, 2023 the Company recorded gains of $ 5.0 million and $ 12.9 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 September 30, 2024 within the next twelve months is $ 7.1 million.

The Company has designated these derivative instruments as cash flow hedges.

18 unchanged sentences

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.

On September 22, 2023, the Company amended the CHF denominated intercompany loan to partially settle CHF 20.0 million and extend the termination date to September 2024 and as a result, the Company terminated the cross-currency swap designated as cash flow hedge of an intercompany loan with aggregate notional amount of $ 48.5 million.

Simultaneously, the Company entered into a cross-currency swap agreement to hedge a notional amount of CHF 28.5 million equivalent to $ 31.5 million of this amended intercompany loan into U.S.

The loss recorded by the Company upon the settlement of the swap was not material for the period.

On September 23, 2024, the Company settled this cross-currency swap designated as a cash flow hedge of an intercompany loan.

Based on the closing exchange rates, the loss upon settlement was approximately $ 2.3 million which was offset by the gain on the settlement of the intercompany loan.

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.

2 unchanged sentences

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 June 30, 2024 and December 31, 2023 (dollar amounts in thousands):

June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023

The Company held the following cross-currency rate swaps as of September 30, 2024 and December 31, 2023 (dollar amounts in thousands):

September 30, 2024 December 31, 2023 September 30, 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 CHF 339,637 351,137 ( 12,894 ) ( 38,324 )

Pay CHF December 21, 2020 December 22, 2025 3.00 % CHF 333,887 351,137 ( 30,892 ) ( 38,324 )

Receive U.S.$ 3.98 % $ 374,817 394,183

Pay CHF September 22, 2023 September 29, 2024 2.40 % CHF CHF 28,500 28,500 ( 283 ) ( 2,348 )

Pay CHF September 22, 2023 September 23, 2024 2.40 % CHF — 28,500 — ( 2,348 )

Receive U.S.$ 6.27 % $ — 31,457

2 unchanged sentences

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 and six months ended June 30, 2024, the Company recorded a gain of $ 0.6 million and $ 30.1 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and six months ended June 30, 2023, the Company recorded a loss of $ 12.9 million and $ 10.7 million in AOCI related to change in fair value of the cross-currency swaps.

For the three and six months ended June 30, 2024 the Company recorded a loss of $ 1.5 million and a gain of $ 28.6 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the losses recognized on the intercompany loans.

For the three and six months ended June 30, 2023, the Company recorded a loss of $ 10.0 million and $ 14.9 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the losses recognized on the intercompany loans.

For the three and six months ended June 30, 2024, the Company recorded a gain of $ 1.3 million and $ 2.6 million, respectively, 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 and six months ended June 30, 2023, the Company recorded a gain of $ 1.4 million and $ 2.9 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

The estimated loss that is expected to be reclassified to other income (expense), net from AOCI as of June 30, 2024 within the next twelve months is $ 2.7 million.

As of June 30, 2024, the Company does not expect any gains or losses will be reclassified into earnings because the original forecasted transactions will not occur.

The cross-currency swaps designated as cash flow hedges 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 and nine months ended September 30, 2024, the Company recorded a loss of $ 16.6 million and a gain of $ 13.5 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and nine months ended September 30, 2023, the Company recorded gains of $ 13.8 million and $ 3.1 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and nine months ended September 30, 2024 the Company recorded a loss of $ 23.2 million and a gain of $ 5.4 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the gains and losses, respectively, recognized on the intercompany loans.

For the three and nine months ended September 30, 2023, the Company recorded a gain of $ 15.3 million and $ 3.3 million, respectively, in other income, net related to change in fair value related to the foreign currency rate translation to offset the losses recognized on the intercompany loans.

For the three and nine months ended September 30, 2024, the Company recorded a gain of $ 1.1 million and $ 3.7 million, respectively, 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 and nine months ended September 30, 2023, the Company recorded a gain of $ 1.5 million and $ 4.4 million, respectively, in other income, net included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

The estimated gain that is expected to be reclassified to other income (expense), net from AOCI as of September 30, 2024 within the next twelve months is $ 0.7 million.

As of September 30, 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

1 unchanged sentence

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 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.

1 unchanged sentence

On October 1, 2018, May 24, 2022, and November 21, 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 June 30, 2024 and December 31, 2023, respectively (dollar amounts in thousands):

June 30, 2024 December 31, 2023 June 30, 2024 December 31, 2023

The Company held the following cross-currency rate swaps designated as net investment hedges as of September 30, 2024 and December 31, 2023, respectively (dollar amounts in thousands):

September 30, 2024 December 31, 2023 September 30, 2024 December 31, 2023

Effective Date Termination Date Fixed Rate Aggregate Notional Amount Fair Value

4 unchanged sentences

Receive U.S.$ 1.94 % $ 300,000 300,000

Pay CHF November 21, 2023 December 17, 2029 — % CHF CHF 66,525 66,525 ( 1,960 ) ( 4,037 )

Pay CHF November 17, 2023 December 17, 2029 — % CHF 66,525 66,525 ( 5,248 ) ( 4,037 )

Receive U.S.$ 2.54 % $ 75,000 75,000

Pay CHF May 6, 2024 December 18, 2030 — % CHF CHF 68,483 — ( 3,078 ) —

Pay CHF May 6, 2024 December 18, 2030 — % CHF 68,483 — ( 6,071 ) —

Receive U.S.$ 2.74 % $ 75,000 —

3 unchanged sentences

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 and six months ended June 30, 2024, the Company recorded a loss of $ 4.2 million and a gain of $ 20.7 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the three and six months ended June 30, 2023, the Company recorded a loss of $ 11.1 million and $ 10.1 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and six months ended June 30, 2024, the Company recorded a gain of $ 2.5 million and $ 4.7 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

For the three and six months ended June 30, 2023, the Company recorded a gain of $ 2.1 million and $ 4.2 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 June 30, 2024 within the next twelve months is $ 9.7 million.

For the three and nine months ended September 30, 2024, the Company recorded a loss of $ 21.1 million and $ 0.4 million, respectively, in AOCI related to the change in fair value of the cross-currency swaps.

For the three and nine months ended September 30, 2023, the Company recorded a gain of $ 6.1 million and a loss of $ 4.1 million, respectively, in AOCI related to change in fair value of the cross-currency swaps.

For the three and nine months ended September 30, 2024, the Company recorded a gain of $ 2.7 million and $ 7.4 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

For the three and nine months ended September 30, 2023, the Company recorded gains of $ 1.8 million and $ 6.0 million, respectively, in interest income included in the consolidated statements of operations related to the interest rate differential of the cross-currency swaps.

The estimated gain that is expected to be reclassified to interest income from AOCI as of September 30, 2024 within the next twelve months is $ 9.6 million.

Foreign Currency Forward Contracts

2 unchanged sentences

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.

In the first and third quarter of 2024, the Company entered into foreign currency forwards to mitigate the exchange rate risk of CHF denominated intercompany purchases.

These contracts typically settle at various dates within twelve months of execution.

As of June 30, 2024 the notional amount of foreign currency forward contracts was 6.5 million CHF.

For the three and six months ended June 30, 2024 the Company recorded an immaterial loss and a loss of $ 0.6 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts and a loss of $ 0.1 million and $ 0.2 million, respectively in cost of goods sold included in the consolidated statements of operations.

For the three and six months ended June 30, 2023 the Company recorded a gain of $ 0.3 million and $ 0.2 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts and a gain of $ 0.4 million and $ 0.4 million, respectively, in cost of goods sold included in the consolidated statements of operations.

On July 3, 2024, the Company entered into forward currency forwards with a notional amount of 5.2 million CHF to mitigate the exchange rate risk of Swiss franc denominated intercompany purchases.

As of September 30, 2024 the notional amount of foreign currency forward contracts was 10.4 million CHF.

For the three and nine months ended September 30, 2024 the Company recorded a gain of $ 0.5 million and a loss of $ 0.2 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts and a loss of $ 0.1 million and $ 0.3 million, respectively, in cost of goods sold included in the consolidated statements of operations.

For the three and nine months ended September 30, 2023 the Company recorded a gain of $ 0.1 million and $ 0.3 million, respectively, in AOCI related to the change in fair value of the foreign currency forward contracts and a gain of $ 0.1 million and $ 0.4 million, respectively, in cost of goods sold included in the consolidated statements of operations.

On October 16, 2024, the Company entered into forward currency forwards with a notional amount of 5.2 million CHF to mitigate the exchange rate risk of Swiss franc denominated intercompany purchases.

These contracts settle at various dates within twelve months of execution.

9 unchanged sentences

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 June 30, 2024 and December 31, 2023:

The following table summarizes the fair value for derivatives designated as hedging instruments in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023:

Fair Value as of

Location on Balance Sheet (1) :

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Dollars in thousands

5 unchanged sentences

Cross-currency swap 708 537

Foreign currency forward contracts 292 —

Net Investment Hedges

2 unchanged sentences

Interest rate swap 26,461 30,710

43,448 30,710

Net Investment Hedges

17 unchanged sentences

(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 June 30, 2024 and December 31, 2023, the total notional amounts related to the Company’s interest rate swaps were $ 1.3 billion, and $ 1.5 billion , respectively.

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 and six months ended June 30, 2024 and 2023:

Dollars in thousands Balance in AOCI

6 unchanged sentences

Statements of

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Cash Flow Hedges

5 unchanged sentences

$ 6,353 $ ( 54,335 ) $ ( 15,334 ) $ ( 32,648 )

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Cash Flow Hedges

13 unchanged sentences

Statements of

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Cash Flow Hedges

5 unchanged sentences

$ ( 17,705 ) $ 15,660 $ 30,603 $ ( 32,648 )

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Cash Flow Hedges

11 unchanged sentences

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 $ 4.6 million as of June 30, 2024.

The fair value of the foreign currency swaps not designated as hedges was $ 1.5 million and $ 1.2 million as of June 30, 2024 and December 31, 2023, respectively.

The Company subsequently paid down a portion of this swap, bringing the notional amount down to $ 4.6 million as of September 30, 2024.

The fair value of the foreign currency swaps not designated as hedges was $ 1.1 million and $ 1.2 million as of September 30, 2024 and December 31, 2023, respectively.

The following table summarizes the gains 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 June 30, Six Months Ended June 30,

Dollars in thousands Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

STOCK-BASED COMPENSATION

As of June 30, 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”).

As of September 30, 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, as amended (the “2003 Plan”).

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.

3 unchanged sentences

Stock Options

As of June 30, 2024, there were approximately $ 4.1 million of total unrecognized compensation costs related to unvested stock options.

As of September 30, 2024, there were approximately $ 3.5 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 six months ended June 30, 2024.

For the six months ended June 30, 2024, the weighted average grant date fair value for stock options granted was $ 15.68 per option.

There were 243,964 stock options granted during the nine months ended September 30, 2024.

For the nine months ended September 30, 2024, the weighted average grant date fair value for stock options granted was $ 15.68 per option.

Awards of Restricted Stock and Performance Stock

2 unchanged sentences

The Company expenses the fair value of restricted stock awards on a straight-line basis over the requisite service period.

As of June 30, 2024, there was approximately $ 43.5 million of total unrecognized compensation costs related to these unvested awards.

As of September 30, 2024, there was approximately $ 35.4 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 702,687 restricted stock awards and 308,467 performance stock awards during the six months ended June 30, 2024.

For the six months ended June 30, 2024, the weighted average grant date fair value for restricted stock awards and performance stock units granted was $ 34.90 and $ 36.22 per award, respectively.

The Company granted 737,623 restricted stock awards and 263,350 performance stock awards during the nine months ended September 30, 2024.

For the nine months ended September 30, 2024, the weighted average grant date fair value for restricted stock awards and performance stock units granted was $ 34.45 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.

10 unchanged sentences

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 $ 0.8 million during the six months ended June 30, 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.

As a result of the modifications, the Company recorded incremental stock-based compensation expense of $ 1.4 million during the nine months ended September 30, 2024.

The Company will record a total of $ 1.9 million in accelerated stock-based compensation expenses for the twelve months ended December 31, 2024 that would not have been recognized if Mr.

De Witte had not announced his retirement from Integra.

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 and six months ended June 30, 2024 were $ 0.4 million and $ 0.9 million.

The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 1.6 million for the three and six months ended June 30, 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 and six months June 30, 2023 were $ 0.3 million and $ 0.6 million.

The components of the net periodic benefit costs other than the service cost component of $ 0.5 million and $ 1.1 million for the three and six months ended June 30, 2023 are included in other income, net in the consolidated statements of operations.

The estimated fair values of plan assets were $ 41.7 million and $ 45.7 million as of June 30, 2024 and December 31, 2023, respectively.

The net plan assets of the pension plans are invested in common trusts as of June 30, 2024 and December 31, 2023.

The Company maintains defined benefit pension plans that cover certain employees in France, Japan, Germany, India and Switzerland.

Net periodic benefit costs for the Company’s defined benefit pension plans for the three and nine months ended September 30, 2024 were $ 0.4 million and $ 1.3 million, respectively.

The components of the net periodic benefit costs other than the service cost component of $ 0.8 million and $ 2.4 million for the three and nine months ended September 30, 2024, respectively, 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 and nine months ended September 30, 2023 were $ 0.3 million and $ 0.9 million, respectively.

The components of the net periodic benefit costs other than the service cost component of $ 0.5 million and $ 1.6 million for the three and nine months ended September 30, 2023, respectively, are included in other income, net in the consolidated statements of operations.

The estimated fair values of plan assets were $ 43.4 million and $ 45.7 million as of September 30, 2024 and December 31, 2023, respectively.

The net plan assets of the pension plans are invested in common trusts as of September 30, 2024 and December 31, 2023.

Common trusts are classified as Level 2 in the fair value hierarchy.

5 unchanged sentences

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 $ 6.0 million and $ 6.1 million as of June 30, 2024 and December 31, 2023, respectively.

The fair value of these assets were $ 6.5 million and $ 6.1 million as of September 30, 2024 and December 31, 2023, respectively.

Offsetting liabilities relating to the deferred compensation plan are included in other liabilities.

1 unchanged sentence

The Company leases administrative, manufacturing, research and distribution facilities, and vehicles through operating lease agreements.

The Company has no finance leases as of June 30, 2024.

The Company has no finance leases as of September 30, 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).

6 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Total operating lease expense for the six months ended June 30, 2024 and June 30, 2023 was $ 12.8 million and $ 11.8 million, respectively, which includes $ 0.1 million, in related party operating lease expense.

Total operating lease expense for the nine months ended September 30, 2024 and September 30, 2023 was $ 18.8 million and $ 17.9 million, respectively, which includes $ 0.2 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 June 30, 2024 December 31, 2023

Dollars in thousands, except lease term and discount rate September 30, 2024 December 31, 2023

ROU assets $ 146,342 $ 156,184

8 unchanged sentences

Leased vehicles 2.6 % 2.7 %

Supplemental cash flow information related to leases for the six months ended June 30, 2024 and 2023 were as follows:

Dollars in thousands June 30, 2024 June 30, 2023

Supplemental cash flow information related to leases for the nine months ended September 30, 2024 and 2023 were as follows:

Dollars in thousands September 30, 2024 September 30, 2023

Cash paid for amounts included in the measurement of lease liabilities:

2 unchanged sentences

Operating leases $ 1,575 $ 19,540

Future minimum lease payments under operating leases at June 30, 2024 were as follows:

Future minimum lease payments under operating leases at September 30, 2024 were as follows:

Dollars in thousands Related Parties Third Parties Total

14 unchanged sentences

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

There were no future minimum lease payments under finance leases at June 30, 2024.

There were no future minimum lease payments under finance leases at September 30, 2024.

Related Party Leases

3 unchanged sentences

Lease Impairment Charge

During the three months ended June 30, 2024, the Company approved a plan to transition the commercial distribution of PriMatrix® and SurgiMend® from the Boston facility to the Company’s manufacturing facility in Braintree, Massachusetts and permanently cease use of the Boston facility.

As a result, the Company recorded a $ 4.6 million impairment charge for the three months ended June 30, 2024 as the carrying amounts of the operating lease right-of-use asset and fixed assets related to the Boston facility exceeded their fair values based on the Company’s estimates of future discounted cash flows through the end of the lease term and the end of their remaining useful lives, respectively.

The Company approved a plan to transition the commercial distribution of PriMatrix® and SurgiMend® from the Boston facility to the Company’s manufacturing facility in Braintree, Massachusetts and permanently cease use of the Boston facility.

As a result, in the second quarter of 2024, the Company recorded a $ 4.6 million impairment charge, as the carrying amounts of the operating lease right-of-use asset and fixed assets related to the Boston facility exceeded their fair values based on the Company’s estimates of future discounted cash flows through the end of the lease term and the end of their remaining useful lives, respectively.

The $ 4.6 million impairment charge was comprised of a $ 1.7 million impairment of an operating lease right-of-use asset and a $ 2.9 million write-off of fixed assets, which was recorded as a component of cost of goods sold in the condensed consolidated statements of operations.

TREASURY STOCK

As of June 30, 2024 and December 31, 2023, there were 14.0 million and 12.8 million shares of treasury stock outstanding with a cost of $ 680.8 million and $ 647.3 million, at a weighted average cost per share of $ 48.60 and $ 50.76 , respectively.

As of September 30, 2024 and December 31, 2023, there were 14.5 million and 12.8 million shares of treasury stock outstanding with a cost of $ 691.8 million and $ 647.3 million, at a weighted average cost per share of $ 47.86 and $ 50.76 , respectively.

On May 16, 2024, the Company entered into a $ 50 million accelerated share repurchase (“May 2024 ASR”) and received 1.3 million shares of common stock at inception of the May 2024 ASR, which represented approximately 70 % of the expected total shares under the May 2024 ASR.

The remaining repurchase transactions are expected to be completed in the third quarter of 2024.

On July 31, 2024, the early exercise provision was exercised by the May 2024 ASR counterparty.

The Company received an additional 0.4 million shares determined using the volume-weighted average price of the Company’s common stock during the term of the May 2024 ASR.

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.

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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 June 30, 2024, $ 50 million remained authorized .

The program authorized in July 2023 allows the Company to repurchase its shares opportunistically from time to time.

In October 2024, the Company made an excise tax payment of $ 2.5 million related to the January 2023 ASR and the August 2023 ASR.

On July 18, 2023, the Board of Directors authorized a new $ 225 million share repurchase program.

A s of September 30, 2024, $ 50 million remained authorized .

The program, which was authorized in July 2023 and expires on December 31, 2025, allows the Company to repurchase its shares opportunistically from time to time.

The Company may utilize various methods to effect any repurchases, including open market transactions, privately negotiated transactions, transactions structured through investment banking institutions, including accelerated share repurchases, or a combination of the foregoing, some of which may be effected through Rule 10b5-1 plans.

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The following table provides a summary of the Company’s effective tax rate:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

Reported tax rate 47.5 % ( 4.8 ) % 35.3 % 8.2 %

The Company’s effective income tax rates for the three months ended June 30, 2024 and 2023 were 18.3 % and ( 9.4 )%, respectively.

For the three months ended June 30, 2024, the higher tax rate is primarily driven by lower three month book income as compared to the previous year.

For the three months ended June 30, 2023, the lower rate was partially driven by a $ 1.1 million benefit associated with the Federal R&D credit.

The Company’s effective income tax rates for the six months ended June 30, 2024 and 2023 were 23.2 % and 15.5 %, respectively.

For the six months ended June 30, 2024, the higher tax rate is primarily driven by lower book income and a $ 1.7 million shortfall from stock-based compensation, as compared to the prior year.

For the six months ended June 30, 2023, the lower tax rate was primarily due to a $ 1.1 million benefit associated with the Federal R&D credit, offset by $ 0.3 million shortfall from stock-based compensation.

The Company’s effective income tax rates for the three months ended September 30, 2024 and 2023 were 47.5 % and ( 4.8 )%, respectively.

For the three months ended September 30, 2024, the higher tax rate is primarily due to the limitation of foreign tax credits in the U.S.

and the limitation of federal tax credits in Switzerland, caused by lower book income realized during the third quarter.

For the three months ended September 30, 2023,the primary drivers of the lower tax rate relate to a reduction to book income in higher-taxed jurisdictions and a $ 3.3 million benefit related to the filing of prior year tax returns.

The Company’s effective income tax rates for the nine months ended September 30, 2024 and 2023 were 35.3 % and 8.2 %, respectively.

For the nine months ended September 30, 2024, the higher tax rate is primarily due to the limitation of foreign tax credits in the U.S.

and the limitation of federal tax credits in Switzerland, caused by lower book income and a $ 1.9 million shortfall from stock-based compensation, as compared to the prior year.

For the nine months ended September 30, 2023, the primary drivers of the lower tax rate relate to a reduction to book income in higher-taxed jurisdictions and a $ 3.8 million benefit related to the filing of prior year tax returns.

Changes to income tax laws and regulations, in any of the tax jurisdictions in which the Company operates, could impact the effective tax rate.

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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.

At this time, the Company is projecting an immaterial amount related to Pillar 2 tax liability for the year ending December 31, 2024.

Related changes in U.S.

jurisdictions could have an adverse effect on the Company’s effective tax rate.

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Basic and diluted net income per share was as follows:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Dollars in thousands, except per share amounts 2024 2023 2024 2023

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Potential common share equivalents have been excluded where their inclusion would be anti-dilutive.

Common stock of approximately 1.3 million and 0.6 million shares at June 30, 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.

For periods in which the Company generated a net loss, the Company does not include the potential impact of dilutive securities in diluted net loss per share, as the impact of these items is anti-dilutive.

Common stock of approximately 1.3 million and 0.6 million shares at September 30, 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.

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

Comprehensive (loss) income for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

Comprehensive (loss) income for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

Dollars in thousands 2024 2023 2024 2023

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NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Changes in accumulated other comprehensive (loss) income by component between December 31, 2023 and June 30, 2024 are presented in the table below, net of tax:

Changes in accumulated other comprehensive (loss) income by component between December 31, 2023 and September 30, 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

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Net current-period other comprehensive gain (loss) ( 6,714 ) ( 475 ) ( 2,559 ) ( 9,748 )

Balance at June 30, 2024

Balance at September 30, 2024

$ 14,775 $ 2,237 $ ( 41,866 ) $ ( 24,854 )

For the six months ended June 30, 2024, the Company reclassified a gain of $ 26.9 million and $ 11.5 million from accumulated other comprehensive income to other income, net and interest income, respectively.

For the nine months ended September 30, 2024, the Company reclassified a gain of $ 7.3 million and $ 16.8 million from accumulated other comprehensive income to other income, net and interest income, respectively.

SEGMENT AND GEOGRAPHIC INFORMATION

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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 and six months ended June 30, 2024 and 2023 are as follows:

Three Months Ended June 30, Six Months Ended June 30,

Net sales and profit by each reportable segment for the three and nine months ended September 30, 2024 and 2023 are as follows:

Three Months Ended September 30, Nine Months Ended September 30,

Dollars in thousands 2024 2023 2024 2023

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Total revenue by major geographic area consisted of the following:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

Dollars in thousands 2024 2023 2024 2023

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(“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.

Refer to the contingent consideration section of this footnote 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.

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The Company believes that it has strong defenses to the allegations in the Pembroke Litigation, and intends to defend the matter vigorously.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

On March 17, 2021, a complaint was filed against the Company in the Court of Common Pleas of Philadelphia County in Pennsylvania asserting product liability claims relating to a surgical procedure in which the Company’s CUSA® Clarity allegedly was used.

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The plaintiff also asserts separate claims against the surgeon and the hospital.

The outcome of this legal action is not within the Company’s control and may not be known for a prolonged period of time.

The Company believes it has meritorious defenses and the plaintiff’s claims are adequately covered by insurance.

Consequently, this matter is not expected to result in a material, adverse effect on the Company’s financial condition, results of operations and cash flows.

Notwithstanding the foregoing, in the event damages exceed the aggregate coverage limits of the Company’s insurance policies, or if the Company’s insurance carriers disclaim coverage, it is possible that costs associated with these claims could have a material impact on the consolidated financial condition, results of operations and cash flows of the Company.

In the third quarter of 2024, a settlement was reached, which has since been paid by the Company’s insurance carriers.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Contingent Consideration

The Company determined the fair value of contingent consideration during the six month period ended June 30, 2024 and June 30, 2023 to reflect the change in estimate, additions, payments, transfers and the time value of money during the period.

A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the six months ended June 30, 2024 and June 30, 2023 is as follows (in thousands):

Six Months Ended June 30, 2024 Contingent Consideration Liability Related to Acquisition of:

The Company determined the fair value of contingent consideration during the nine month period ended September 30, 2024 and September 30, 2023 to reflect the change in estimate, additions, payments, transfers and the time value of money during each period.

A reconciliation of the opening balances to the closing balances of these Level 3 measurements for the nine months ended September 30, 2024 and September 30, 2023 is as follows (in thousands):

Nine Months Ended September 30, 2024 Contingent Consideration Liability Related to Acquisition of:

Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates (SIA), Inc.

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Change in fair value of contingent consideration liabilities ( 3,019 ) Research and development 137 — 3,100 Selling, general and administrative

Balance as of June 30, 2024 14,821 2,632 300 59,500

Balance as of September 30, 2024 12,736 2,694 300 59,400

Short-Term $ 8,320 $ — $ — $ 19,600 Accrued expenses and other current liabilities

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Total 12,736 2,694 300 59,400

Six Months Ended June 30, 2023 Contingent Consideration Liability Related to Acquisition of:

Nine Months Ended September 30, 2023 Contingent Consideration Liability Related to Acquisition of:

Arkis Location in Financial Statements Derma Sciences ACell Surgical Innovations Associates (SIA), Inc.

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Change in fair value of contingent consideration liabilities 1,991 Research and development 1,887 ( 2,200 ) 6,600 Selling, general and administrative

Balance as of June 30, 2023

Balance as of September 30, 2023

$ 14,886 $ 2,117 $ 1,500 $ 64,200

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Total 14,886 2,117 1,500 64,200

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

Arkis BioSciences Inc.

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The potential maximum undiscounted payment amounts to $ 3.0 million.

INTEGRA LIFESCIENCES HOLDINGS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (continued)

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.

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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).

(“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 pre-market approval ("PMA") application for DuraSorb for certain uses by certain timing targets (up to $ 40.0 million in additional payments).

In the second quarter of 2024, the Company paid out $ 12.4 million related to the 2023 performance year.

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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.

Other Commitments

In October 2024, the Company entered into a definitive agreement to acquire a manufacturing facility in Plainsboro, New Jersey for $ 10 million in cash at closing.

The manufacturing facility is currently leased by the Company.

The transaction is expected to close in the first quarter of 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements