Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-37599 | |
Entity Registrant Name | LivaNova PLC | |
Entity Incorporation, State or Country Code | X0 | |
Entity Tax Identification Number | 98-1268150 | |
Entity Address, Address Line One | 20 Eastbourne Terrace | |
Entity Address, City or Town | London | |
Entity Address, Country | GB | |
Entity Address, Postal Zip Code | W2 6LG | |
Country Region | 44 | |
City Area Code | 0 | |
Local Phone Number | 203 325-0660 | |
Title of 12(b) Security | Ordinary Shares - £1.00 par value per share | |
Trading Symbol | LIVN | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 53,225,496 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001639691 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 253,215 | $ 240,083 | $ 765,301 | $ 664,686 |
Cost of sales | 83,105 | 92,448 | 256,828 | 234,079 |
Gross profit | 170,110 | 147,635 | 508,473 | 430,607 |
Operating expenses: | ||||
Selling, general and administrative | 109,042 | 104,036 | 347,471 | 331,711 |
Research and development | 42,133 | 47,368 | 139,315 | 108,422 |
Other operating expenses | 1,067 | 3,739 | 43,103 | 12,611 |
Operating income (loss) from continuing operations | 17,868 | (7,508) | (21,416) | (22,137) |
Interest income | 178 | 47 | 293 | 482 |
Interest expense | (11,355) | (14,673) | (43,806) | (25,237) |
Loss on debt extinguishment | (60,238) | 0 | (60,238) | (1,407) |
Foreign exchange and other gains | 13,436 | 3,420 | 7,117 | 1,914 |
Loss from continuing operations before tax | (40,111) | (18,714) | (118,050) | (46,385) |
Income tax expense (benefit) | 2,098 | (3,990) | 9,094 | 17,581 |
Losses from equity method investments | (28) | (48) | (109) | (221) |
Net loss from continuing operations | (42,237) | (14,772) | (127,253) | (64,187) |
Net loss from discontinued operations, net of tax | 0 | 0 | 0 | (995) |
Net loss | $ (42,237) | $ (14,772) | $ (127,253) | $ (65,182) |
Basic loss per share: | ||||
Continuing operations (in dollars per share) | $ (0.82) | $ (0.30) | $ (2.56) | $ (1.32) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.02) |
Earnings per share (in dollars per share) | (0.82) | (0.30) | (2.56) | (1.34) |
Diluted loss per share: | ||||
Continuing operations (in dollars per share) | (0.82) | (0.30) | (2.56) | (1.32) |
Discontinued operations (in dollars per share) | 0 | 0 | 0 | (0.02) |
Earnings per share (in dollars per share) | $ (0.82) | $ (0.30) | $ (2.56) | $ (1.34) |
Shares used in computing basic (loss) income per share (in shares) | 51,582 | 48,652 | 49,748 | 48,582 |
Shares used in computing diluted (loss) income per share (in shares) | 51,582 | 48,652 | 49,748 | 48,582 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (42,237) | $ (14,772) | $ (127,253) | $ (65,182) |
Other comprehensive (loss) income: | ||||
Net change in unrealized (loss) gain on derivatives | (1,197) | 1,640 | (2,782) | 1,313 |
Tax effect | 287 | (393) | 668 | (314) |
Net of tax | (910) | 1,247 | (2,114) | 999 |
Foreign currency translation adjustment | (18,986) | 23,457 | (22,516) | 8,008 |
Total other comprehensive (loss) income | (19,896) | 24,704 | (24,630) | 9,007 |
Total comprehensive (loss) income | $ (62,133) | $ 9,932 | $ (151,883) | $ (56,175) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current Assets: | ||
Cash and cash equivalents | $ 181,846 | $ 252,832 |
Accounts receivable, net of allowance of $11,837 at September 30, 2021 and $10,310 at December 31, 2020 | 182,008 | 184,356 |
Inventories | 123,733 | 126,675 |
Prepaid and refundable taxes | 36,029 | 60,240 |
Assets held for sale | 0 | 70,539 |
Current derivative assets | 95,928 | 2,053 |
Prepaid expenses and other current assets | 26,811 | 22,739 |
Total Current Assets | 646,355 | 719,434 |
Property, plant and equipment, net | 152,728 | 163,805 |
Goodwill | 905,154 | 922,318 |
Intangible assets, net | 408,954 | 437,636 |
Operating lease assets | 46,215 | 50,525 |
Investments | 16,580 | 31,094 |
Deferred tax assets | 2,012 | 2,990 |
Long-term derivative assets | 0 | 72,302 |
Other assets | 25,411 | 11,247 |
Total Assets | 2,203,409 | 2,411,351 |
Current Liabilities: | ||
Current debt obligations | 227,773 | 13,343 |
Accounts payable | 60,248 | 73,668 |
Accrued liabilities and other | 97,504 | 88,036 |
Current derivative liabilities | 151,388 | 7,372 |
Current litigation provision liability | 33,526 | 28,612 |
Taxes payable | 20,514 | 16,463 |
Accrued employee compensation and related benefits | 67,512 | 51,879 |
Liabilities held for sale | 0 | 29,679 |
Total Current Liabilities | 658,465 | 309,052 |
Long-term debt obligations | 10,797 | 642,298 |
Contingent consideration | 104,080 | 89,850 |
Deferred tax liabilities | 8,312 | 8,915 |
Long-term operating lease liabilities | 38,688 | 42,221 |
Long-term employee compensation and related benefits | 18,173 | 20,628 |
Long-term derivative liabilities | 0 | 121,940 |
Other long-term liabilities | 52,396 | 57,618 |
Total Liabilities | 890,911 | 1,292,522 |
Commitments and contingencies (Note 8) | ||
Stockholders’ Equity: | ||
Ordinary Shares, £1.00 par value: unlimited shares authorized; 53,731,820 shares issued and 53,221,234 shares outstanding at September 30, 2021; 49,447,473 shares issued and 48,655,863 shares outstanding at December 31, 2020 | 82,254 | 76,300 |
Additional paid-in capital | 2,107,391 | 1,768,156 |
Accumulated other comprehensive income | 3,179 | 27,809 |
Accumulated deficit | (879,655) | (752,402) |
Treasury stock at cost, 510,586 ordinary shares at September 30, 2021; 791,610 ordinary shares at December 31, 2020 | (671) | (1,034) |
Total Stockholders’ Equity | 1,312,498 | 1,118,829 |
Total Liabilities and Stockholders’ Equity | $ 2,203,409 | $ 2,411,351 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands | Sep. 30, 2021USD ($)shares | Dec. 31, 2020USD ($)shares |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ | $ 11,837 | $ 10,310 |
Ordinary shares issued (in shares) | 53,731,820 | 49,447,473 |
Ordinary shares outstanding (in shares) | 53,221,234 | 48,655,863 |
Treasury stock (in shares) | 510,586 | 791,610 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating Activities: | ||
Net loss | $ (127,253) | $ (65,182) |
Non-cash items included in net loss: | ||
Loss on debt extinguishment | 60,238 | 1,407 |
Stock-based compensation | 30,574 | 26,845 |
Amortization | 20,005 | 29,346 |
Depreciation | 18,493 | 22,206 |
Remeasurement of contingent consideration to fair value | 17,755 | (31,176) |
Amortization of debt issuance costs | 13,087 | 5,468 |
Amortization of operating lease assets | 12,133 | 9,813 |
Remeasurement of Respicardia investment and loan | (4,642) | 0 |
Remeasurement of derivative instruments | (2,211) | (17,654) |
Deferred tax (benefit) expense | (342) | 41,133 |
Other | 1,944 | (999) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (7,851) | 65,401 |
Inventories | 4,656 | (12,141) |
Other current and non-current assets | 20,532 | (15,360) |
Accounts payable and accrued current and non-current liabilities | 2,999 | (50,741) |
Taxes payable | 4,996 | (615) |
Litigation provision liability | 3,951 | (124,158) |
Net cash provided by (used in) operating activities | 69,064 | (116,407) |
Investing Activities: | ||
Proceeds from sale of Heart Valves, net of cash disposed | 40,244 | 0 |
Proceeds from sale of Respicardia investment and loan | 23,057 | 0 |
Purchases of property, plant and equipment | (17,893) | (28,445) |
Purchase of investments | (3,520) | (3,175) |
Loans to investees | 0 | (2,250) |
Other | (1,353) | 533 |
Net cash provided by (used in) investing activities | 40,535 | (33,337) |
Financing Activities: | ||
Repayment of long-term debt obligations | (451,396) | (481,360) |
Proceeds from issuance of ordinary shares, net | 324,180 | 0 |
Payment of make-whole premium on long-term debt obligations | (35,594) | 0 |
Shares repurchased from employees for minimum tax withholding | (12,246) | (5,277) |
Payment of contingent consideration | (5,249) | (8,860) |
Proceeds from exercise of stock options | 2,405 | 219 |
Debt issuance costs | (1,875) | (20,412) |
Proceeds from share issuances under ESPP | 1,750 | 2,063 |
Proceeds from long-term debt obligations | 0 | 886,899 |
Proceeds from short term borrowings (maturities greater than 90 days) | 0 | 46,717 |
Repayments of short term borrowings (maturities greater than 90 days) | 0 | (44,838) |
Purchase of capped call | 0 | (43,096) |
Closing adjustment payment for sale of CRM business | 0 | (14,891) |
Other | (158) | (1,237) |
Net cash (used in) provided by financing activities | (178,183) | 315,927 |
Effect of exchange rate changes on cash and cash equivalents | (2,402) | 491 |
Net (decrease) increase in cash and cash equivalents | (70,986) | 166,674 |
Cash and cash equivalents at beginning of period | 252,832 | 61,137 |
Cash and cash equivalents at end of period | $ 181,846 | $ 227,811 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Financial Statements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Condensed Consolidated Financial Statements | Note 1. Unaudited Condensed Consolidated Financial Statements Basis of Presentation The accompanying condensed consolidated financial statements of LivaNova as of, and for the three and nine months ended September 30, 2021 and 2020, have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated balance sheet of LivaNova at December 31, 2020 has been derived from audited financial statements contained in our 2020 Form 10-K, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the operating results of LivaNova and its subsidiaries, for the three and nine months ended September 30, 2021, and are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto accompanying our 2020 Form 10-K. Developments Regarding COVID-19 Since early 2020, the COVID-19 pandemic (“COVID-19”) has caused and may continue to cause unpredictable demand for our products. Throughout the pandemic, healthcare customers have diverted medical resources and priorities towards the treatment of COVID-19, and public health bodies have delayed elective procedures, which has negatively impacted the usage of our products. Further, some people have avoided seeking treatment for non-COVID-19 procedures and hospitals and clinics have experienced staffing shortages, which has negatively impacted the demand for our products. While we have seen improvement during 2021, we continue to experience lingering COVID-19 related headwinds and are monitoring the potential for various strains of the virus to cause a resumption of high levels of infection and hospitalization, that in turn, may affect the demand for our products. Reclassifications We have reclassified certain prior period amounts on the condensed consolidated statements of income (loss), the condensed consolidated balance sheets and the condensed consolidated statements of cash flows for comparative purposes. These reclassifications did not have a material effect on our financial condition, results of operations or cash flows. The prior period reclassifications on the condensed consolidated statements of income (loss) are summarized and presented below (in thousands): • Product remediation has been reclassified to cost of sales • Merger and integration expenses have been reclassified to other operating expenses • Restructuring expenses have been reclassified to other operating expenses • Litigation provision, net has been reclassified to other operating expenses • Amortization of intangibles has been reclassified to cost of sales or selling, general and administrative based on the nature of the underlying intangible asset and • Loss on debt extinguishment has been reclassified from foreign exchange and other gains to loss on debt extinguishment. Three Months Ended September 30, Nine Months Ended September 30, As Previously Reported Reclassifications Current Presentation As Previously Reported Reclassifications Current Presentation Net sales $ 240,083 $ — $ 240,083 $ 664,686 $ — $ 664,686 Cost of sales 86,467 5,981 92,448 212,152 21,927 234,079 Product remediation 1,133 (1,133) — 6,868 (6,868) — Gross profit 152,483 (4,848) 147,635 445,666 (15,059) 430,607 Operating expenses: Selling, general and administrative 99,199 4,837 104,036 317,424 14,287 331,711 Research and development 47,368 — 47,368 108,422 — 108,422 Merger and integration expenses 1,094 (1,094) — 6,616 (6,616) — Restructuring expenses (349) 349 — 2,025 (2,025) — Amortization of intangibles 9,685 (9,685) — 29,346 (29,346) — Litigation provision, net 2,994 (2,994) — 3,970 (3,970) — Other operating expenses — 3,739 3,739 — 12,611 12,611 Operating loss from continuing operations (7,508) — (7,508) (22,137) — (22,137) Interest income 47 — 47 482 — 482 Interest expense (14,673) — (14,673) (25,237) — (25,237) Loss on debt extinguishment — — — — (1,407) (1,407) Foreign exchange and other gains 3,420 — 3,420 507 1,407 1,914 Loss from continuing operations before tax $ (18,714) $ — $ (18,714) $ (46,385) $ — $ (46,385) Significant Accounting Policies |
Divestiture of Heart Valve Busi
Divestiture of Heart Valve Business | 9 Months Ended |
Sep. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture of Heart Valve Business | Note 2. Divestiture of Heart Valve Business On December 2, 2020, LivaNova entered into a Share and Asset Purchase Agreement (“Purchase Agreement”) with Mitral Holdco S.à r.l. (the “Purchaser”), a company incorporated under the laws of Luxembourg and wholly owned and controlled by funds advised by Gyrus Capital S.A., a Swiss private equity firm. The Purchase Agreement provides for the divestiture of certain of LivaNova’s subsidiaries as well as certain other assets and liabilities relating to the Company’s Heart Valve business and site management operations conducted by the Company’s subsidiary LivaNova Site Management S.r.l. (“LSM”) at the Company’s Saluggia campus for €60.0 million (approximately $69.5 million as of September 30, 2021). On April 9, 2021, LivaNova and the Purchaser entered into an Amended and Restated Share and Asset Purchase Agreement (the “A&R Purchase Agreement”) which amends and restates the original Purchase Agreement to, among other things, defer the closing of the sale and purchase of LSM by up to two years and include or amend certain additional terms relating to such deferral, including certain amendments relating to the potential hazardous substances liabilities of LSM and the related expense reimbursement provisions. As a result of entering into the Purchase Agreement, during the fourth quarter of 2020 the Company concluded that the assets and liabilities of the Heart Valve business being sold met the criteria to be classified as held for sale. As a result, we recognized an impairment of $180.2 million during the fourth quarter of 2020 to record the Heart Valves disposal group at fair value less estimated cost to sell. The initial closing of the sale of the Heart Valve business occurred on June 1, 2021 and we received €34.8 million (approximately $42.5 million as of June 1, 2021), subject to customary trade working capital and net indebtedness adjustments, as set forth in the Purchase Agreement. An additional €2.5 million (approximately $2.9 million as of September 30, 2021) is payable to LivaNova during the fourth quarter of 2021 and €10.0 million (approximately $11.6 million as of September 30, 2021) is payable to LivaNova on December 30, 2022. During the three and nine months ended September 30, 2021, we recognized a (loss) gain from the sale of the Heart Valve business of $(0.1) million and $0.7 million, respectively, which is included within other operating expenses on the condensed consolidated statements of income (loss). |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 3. Restructuring We initiate restructuring plans to leverage economies of scale, streamline distribution and logistics, and strengthen operational and administrative effectiveness in order to reduce overall costs. During the fourth quarter of 2020, we initiated a reorganization plan (the “2020 Plan”) to reduce our cost structure. We incurred restructuring expenses of $5.3 million during the three months ended December 31, 2020 primarily associated with severance costs for 54 employees, and $0.1 million and $9.8 million during the three and nine months ended September 30, 2021, respectively, primarily associated with severance costs for 27 additional employees during the nine months ended September 30, 2021 under the 2020 Plan and lease abandonment costs. The following table provides a reconciliation of the beginning and ending balance of the accruals and other reserves recorded in connection with our restructuring plans included within accrued liabilities and other and other long-term liabilities on the condensed consolidated balance sheet (in thousands): Employee Severance and Other Termination Costs Other Total Balance at December 31, 2020 $ 5,749 $ 546 $ 6,295 Charges 7,800 1,981 9,781 Cash payments and other (10,452) (2,270) (12,722) Balance at September 30, 2021 $ 3,097 $ 257 $ 3,354 The following table presents restructuring expense by reportable segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cardiovascular $ 53 $ 9 $ 2,882 $ 1,265 Neuromodulation (28) 43 1,493 851 Other 63 (401) 5,406 (91) Total (1) $ 88 $ (349) $ 9,781 $ 2,025 (1) Restructuring expense is included within other operating expenses on the condensed consolidated statements of income (loss). |
Investments
Investments | 9 Months Ended |
Sep. 30, 2021 | |
Investments [Abstract] | |
Investments | Note 4. Investments Investments on the condensed consolidated balance sheets represent the carrying value of our investments in equity securities of non-consolidated affiliates without readily determinable fair values for which we do not exert significant influence over the investee. These equity investments are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. At September 30, 2021 and December 31, 2020, the carrying value of our investments was $16.6 million and $31.1 million, respectively. In April 2021, Zoll Medical Corporation acquired Respicardia Inc. As a result of the acquisition we received proceeds of $23.1 million for our investment and loan receivable with carrying values of $17.7 million and $0.8 million as of December 31, 2020, respectively. The Company recorded a gain of $4.6 million during the first quarter of 2021 to adjust the investment and loans receivable to fair value, which is included in foreign exchange and other gains on the condensed consolidated statements of income (loss) for the nine months ended September 30, 2021. During the second quarter of 2021 the Company received a cash dividend from its investment in MD Start II of $3.1 million, which is included in foreign exchange and other gains on the condensed consolidated statements of income (loss) for the nine months ended September 30, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers between Level 1, Level 2, or Level 3 during the nine months ended September 30, 2021 and 2020. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value as of September 30, 2021 Fair Value Measurements Using Inputs Considered as: Level 1 Level 2 Level 3 Assets: Derivative assets - designated as cash flow hedges (foreign currency exchange rate “FX”) $ 272 $ — $ 272 $ — Derivative assets - freestanding instruments (FX) 1,137 — 1,137 — Derivative assets - capped call derivatives 94,519 — — 94,519 Convertible notes receivable 2,764 — — 2,764 $ 98,692 $ — $ 1,409 $ 97,283 Liabilities: Derivative liabilities - designated as cash flow hedges (FX) $ 728 $ — $ 728 $ — Derivative liabilities - freestanding instruments (FX) 9 — 9 — Derivative liabilities - embedded exchange feature 150,651 — — 150,651 Contingent consideration arrangements 115,573 — — 115,573 $ 266,961 $ — $ 737 $ 266,224 Fair Value as of December 31, 2020 Fair Value Measurements Using Inputs Considered as: Level 1 Level 2 Level 3 Assets: Derivative assets - designated as cash flow hedges (FX) $ 2,893 $ — $ 2,893 $ — Derivative assets - freestanding instruments (FX) 55 — 55 — Derivative assets - capped call derivatives 72,302 — — 72,302 Convertible notes receivable 2,775 — — 2,775 $ 78,025 $ — $ 2,948 $ 75,077 Liabilities: Derivative liabilities - designated as cash flow hedges (FX) $ 14 $ — $ 14 $ — Derivative liabilities - freestanding instruments (interest rate swaps) 74 — 74 — Derivative liabilities - freestanding instruments (FX) 4,073 — 4,073 — Derivative liabilities - embedded exchange feature 121,756 — — 121,756 Derivative liabilities - other 4,290 — — 4,290 Contingent consideration arrangements 103,818 — — 103,818 $ 234,025 $ — $ 4,161 $ 229,864 The following table provides a reconciliation of the beginning and ending balances of our recurring fair value measurements, using significant unobservable inputs (Level 3) (in thousands): Capped Call Derivative Asset Convertible Notes Receivable Embedded Exchange Feature Derivative Liability Other Derivative Liabilities Contingent Consideration Liability Arrangements As of December 31, 2020 $ 72,302 $ 2,775 $ 121,756 $ 4,290 $ 103,818 Payments (1) — — — — (6,000) Changes in fair value 22,217 (11) 28,895 (4,290) 17,755 Total at September 30, 2021 94,519 2,764 150,651 — 115,573 Less current portion at September 30, 2021 94,519 2,495 150,651 — 11,493 Long-term portion at September 30, 2021 $ — $ 269 $ — $ — $ 104,080 (1) During the nine months ended September 30, 2021, we paid $6.0 million under the contingent consideration arrangement for the acquisition of Miami Instruments, LLC (“Miami Instruments”). Embedded Exchange Feature and Capped Call Derivatives In June 2020, the Company issued $287.5 million in cash exchangeable senior notes and entered into related capped call transactions. The cash exchangeable senior notes include an embedded exchange feature that is bifurcated from the cash exchangeable senior notes. Please refer to “Note 6. Financing Arrangements” for further details. The embedded exchange feature derivative is measured at fair value using a binomial lattice model and discounted cash flows that utilize observable and unobservable market data. The capped call derivative is measured at fair value using the Black-Scholes model utilizing observable and unobservable market data, including stock price, remaining contractual term, expected volatility, risk-free interest rate and expected dividend yield, as applicable. The embedded exchange feature and capped call derivatives are classified as Level 3 as the Company uses historical volatility and implied volatility from options traded to determine expected stock price volatility which is an unobservable input that is significant to the valuation. In general, an increase in our stock price or stock price volatility would increase the fair value of the embedded exchange feature and capped call derivatives which would result in an increase in expense. As time to the expiration of the derivatives decreases, the fair value of the derivatives would decrease. The future impact on net income depends on how significant inputs such as stock price, stock price volatility and time to the expiration of the derivatives change in relation to other inputs. Changes in the fair value of the embedded exchange feature derivative and capped call derivatives are recognized in foreign exchange and other gains in the condensed consolidated statements of income (loss). The stock price volatility as of September 30, 2021 was 32%. As of September 30, 2021, a 10% lower volatility, holding other inputs constant, would result in approximate fair value for the embedded exchange feature derivative of $133.3 million and a 10% higher volatility, holding other inputs constant, would result in approximate fair value of $170.2 million. As of September 30, 2021, a 10% lower volatility, holding other inputs constant would result in approximate fair value for the capped call derivatives of $101.3 million and a 10% higher volatility, holding other inputs constant, would result in approximate fair value of $86.8 million. Contingent Consideration Arrangements The following table provides the fair value of our Level 3 contingent consideration arrangements by acquisition (in thousands): September 30, 2021 December 31, 2020 ImThera Medical, Inc. (“ImThera”) $ 104,080 $ 89,436 CardiacAssist, Inc., doing business as TandemLife (“TandemLife”) 11,493 8,809 Miami Instruments — 5,573 $ 115,573 $ 103,818 The ImThera business combination involved contingent consideration arrangements composed of potential cash payments upon the achievement of a certain regulatory milestone and a sales-based earnout associated with sales of products. The sales-based earnout is valued using projected sales from our internal strategic plan. Both arrangements are Level 3 fair value measurements and include the following significant unobservable inputs as of September 30, 2021: ImThera Acquisition Valuation Technique Unobservable Input Inputs Regulatory milestone-based payment Discounted cash flow Discount rate 3.8% Probability of payment 85% Projected payment year 2024 Sales-based earnout Monte Carlo simulation Risk-adjusted discount rate 12.0% - 12.6% Credit risk discount rate 4.2% - 5.1% Revenue volatility 32.5% Probability of payment 85% Projected years of earnout 2025 - 2028 The TandemLife business combination involved a contingent consideration arrangement composed of potential cash payments upon the achievement of certain regulatory milestones. The arrangement is a Level 3 fair value measurement and includes the following significant unobservable inputs as of September 30, 2021: TandemLife Acquisition Valuation Technique Unobservable Input Inputs Regulatory milestone-based payment Discounted cash flow Discount rate 2.3% Probability of payment 90% Projected payment year 2022 |
Financing Arrangements
Financing Arrangements | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Financing Arrangements | Note 6. Financing Arrangements The outstanding principal amount of our long-term debt as of September 30, 2021 and December 31, 2020 was as follows (in thousands, except interest rates): September 30, 2021 December 31, 2020 Maturity Interest Rate 2020 Cash Exchangeable Senior Notes $ 221,704 $ 212,073 December 2025 3.00% Bank of America Merrill Lynch Banco Múltiplo S.A. 6,237 6,515 July 2023 4.32% Mediocredito Italiano 4,380 5,406 December 2023 0.50 % - 2.74% Bank of America, U.S. 1,510 2,019 January 2023 2.66% 2020 Senior Secured Term Loan — 424,002 Other 576 660 Total long-term facilities 234,407 650,675 Less current portion of long-term debt 223,610 8,377 Total long-term debt $ 10,797 $ 642,298 Revolving Credit The outstanding principal amount of our short-term unsecured revolving credit agreements and other agreements with various banks was $4.2 million and $5.0 million, at September 30, 2021 and December 31, 2020, respectively, with interest rates ranging from 3.06% to 7.30% and loan terms ranging from overnight to 364 days, as of September 30, 2021. On August 13, 2021, LivaNova PLC and its wholly-owned subsidiary, LivaNova USA, Inc. (the “Borrower”) entered into a First Lien Credit Agreement with the lenders and issuing banks party thereto and Goldman Sachs Bank USA, as First Lien Administrative Agent and First Lien Collateral Agent, relating to a $125 million senior secured multi-currency revolving credit facility to be made available to the Borrower (the “2021 Revolving Credit Facility”). The 2021 Revolving Credit Facility expires on August 13, 2026 and bears interest at a rate equal to, for U.S. dollar-denominated loans, an adjusted LIBOR (with LIBOR fallback language to address the announced future cessation of specified dollar LIBOR) with a floor of 0.00%, or a Base Rate, plus, in each case, a variable margin based on the Company’s senior secured net leverage ratio. Interest is paid monthly or quarterly, as selected by the Borrower, with any outstanding principal due at maturity. The First Lien Credit Agreement also contemplates the payment of commitment fees on the unused portion of the commitments, at a variable percentage based on the Company’s senior secured net leverage ratio. The 2021 Revolving Credit Facility is available for working capital and other general corporate purposes and, if drawn, can be repaid at any time without premium or penalty. The First Lien Credit Agreement contains customary representations, warranties and covenants, including the requirement to maintain a senior secured first lien net leverage ratio of less than 4.50 to 1.00 for as long as there are any revolving loans outstanding under the 2021 Revolving Credit Facility, as well as in order for the Company to borrow additional revolving loans. There were no outstanding borrowings under the 2021 Revolving Credit Facility as of September 30, 2021. On August 12, 2021, the Company terminated its previous $50.0 million revolving credit facility agreement with ACF FINCO I LP, which was undrawn, resulting in a loss on debt extinguishment of $1.6 million recognized during the three and nine months ended September 30, 2021 primarily associated with the write-off of unamortized debt issuance costs, and is included within loss on debt extinguishment on the condensed consolidated statements of income (loss) . 2020 Senior Secured Term Loan On August 12, 2021, the Company repaid in full and terminated its previously outstanding $450 million 2020 senior secured term loan, resulting in a loss on debt extinguishment of $58.6 million recognized during the three and nine months ended September 30, 2021, which is comprised of a $35.6 million make-whole premium and $23.0 million associated with the write-off of unamortized debt issuance costs, and is included within loss on debt extinguishment on the condensed consolidated statements of income (loss) . For additional information, please refer to “Note 9. Stockholders' Equity.” 2020 Cash Exchangeable Senior Notes On June 17, 2020, our wholly-owned subsidiary, LivaNova USA, Inc., issued $287.5 million aggregate principal amount of 3.00% cash exchangeable senior notes (the “Notes”) by private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The sale of the Notes resulted in approximately $278.0 million in net proceeds to the Company after deducting issuance costs. Interest is payable semiannually in arrears on June 15 and December 15 of each year. The effective interest rate of the Notes at September 30, 2021 was 9.95%. The Notes mature on December 15, 2025 unless earlier exchanged, repurchased, or redeemed. Debt discounts and issuance costs related to the Notes were approximately $82.0 million and included $75.0 million of discount attributable to the embedded exchange feature, discussed below, and $7.0 million of allocated issuance costs to the Notes related to legal, bank and accounting fees. Amortization of debt discount and issuance costs was $3.3 million and $9.6 million for the three and nine months ended September 30, 2021 and $3.0 million and $3.4 million for the three and nine months ended September 30, 2020, respectively, are included in interest expense on the condensed consolidated statements of income (loss). The unamortized discount related to the Notes as of September 30, 2021 was $65.8 million. Holders of the Notes are entitled to exchange the Notes at any time during specified periods, at their option. This includes the right to exchange the Notes during any calendar quarter, if the last reported sale price of LivaNova’s ordinary shares, with a nominal value of £1.00 per share, is greater than or equal to 130% of the exchange price, or $79.27 per share for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter. The exchange condition was satisfied on September 16, 2021, which allows the holders of the Notes to request to exchange the Notes through December 31, 2021. As a result, we have reclassified our obligations from the Notes and the associated embedded exchange feature derivative as a current liability on the condensed consolidated balance sheet as of September 30, 2021. However, as of the date of filing of this Form 10-Q, no holders have elected to exchange the Notes. The Notes are exchangeable solely into cash and are not exchangeable into ordinary shares of LivaNova or any other security under any circumstances. The initial exchange rate for the Notes is 16.3980 ordinary shares per $1,000 principal amount of Notes (equivalent to an initial exchange price of approximately $60.98 per share). The exchange rate is subject to adjustment in certain circumstances, as set forth in the indenture governing the Notes. The Company may redeem the Notes at its option, on or after June 20, 2023 and prior to the 51 st scheduled trading day immediately preceding the maturity date, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Additionally, the Company may redeem the Notes at its option, prior to their stated maturity, in whole but not in part, in connection with certain tax-related events. Embedded Exchange Feature The embedded exchange feature of the Notes requires bifurcation from the Notes and is accounted for as a derivative liability. The fair value of the Notes’ embedded exchange feature derivative at the time of issuance was $75.0 million and was recorded as debt discount on the Notes. This discount is amortized as interest expense using the effective interest method over the term of the Notes. The Notes’ embedded exchange feature derivative is carried on the condensed consolidated balance sheets at its estimated fair value and is adjusted at the end of each reporting period, with the unrealized gain or loss reflected within foreign exchange and other gains in the condensed consolidated statements of income (loss). The fair value of the embedded exchange feature derivative liability was $150.7 million as of September 30, 2021. Capped Call Transactions In connection with the pricing of the Notes, the Company entered into privately negotiated capped call transactions with certain of the initial purchasers of the Notes or their respective affiliates. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of LivaNova’s ordinary shares underlying the Notes and are expected generally to offset any cash payments the Company is required to make upon exchange of the Notes in excess of the principal amount thereof in the event that the market value per ordinary share, as measured under the capped call transactions, is greater than the strike price of the capped call transactions, with such offset being subject to an initial cap price of $100.00 per share. The capped call transactions expire on December 15, 2025 and must be settled in cash. If the capped call transactions are converted or redeemed early, settlement occurs at their termination value, which is equal to their fair value at the time of the redemption. The capped call transactions are carried on the condensed consolidated balance sheets as a derivative asset at their estimated fair value and are adjusted at the end of each reporting period, with unrealized gain or |
Derivatives and Risk Management
Derivatives and Risk Management | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Risk Management | Note 7. Derivatives and Risk Management Due to the global nature of our operations, we are exposed to foreign currency exchange rate fluctuations. We enter into FX derivative contracts to reduce the impact of foreign currency exchange rate fluctuations on earnings and cash flow. We are also exposed to equity price risk in connection with our Notes, including exchange and settlement provisions based on the price of our ordinary shares at exchange or maturity of the Notes. In addition, the capped call transactions associated with the Notes also include settlement provisions that are based on the price of our ordinary shares, subject to a capped price per share. We measure all outstanding derivatives each period end at fair value and report the fair value as either financial assets or liabilities on the condensed consolidated balance sheets. We do not enter into derivative contracts for speculative purposes. At inception of the contract, the derivative is designated as either a freestanding derivative or a hedge. Derivatives that are not designated as hedging instruments are referred to as freestanding derivatives with changes in fair value included in earnings. If the derivative qualifies for hedge accounting, changes in the fair value of the derivative will be recorded in accumulated other comprehensive income (“AOCI”) until the hedged item is recognized in earnings upon settlement/termination. FX derivative gains and losses in AOCI are reclassified to our condensed consolidated statements of income (loss) as shown in the tables below. We evaluate hedge effectiveness at inception. Cash flows from derivative contracts are reported as operating activities on our condensed consolidated statements of cash flows. Freestanding FX Derivative Contracts The gross notional amount of FX derivative contracts not designated as hedging instruments outstanding at September 30, 2021 and December 31, 2020 was $132.0 million and $352.6 million, respectively. These derivative contracts are designed to offset the FX effects in earnings of various intercompany loans and trade receivables. We recorded net gains (losses) for these freestanding derivatives of $2.4 million and $(11.7) million for the three months ended September 30, 2021 and 2020, respectively, and $8.4 million and $(4.8) million for the nine months ended September 30, 2021 and 2020, respectively. These gains (losses) are included in foreign exchange and other gains on our condensed consolidated statements of income (loss). Counterparty Credit Risk We are exposed to credit risk in the event of non-performance by the counterparties to our derivatives. The two counterparties to the capped call transactions are financial institutions. To limit our credit risk, we selected financial institutions with a minimum long-term investment grade credit rating. Our exposure to the credit risk of the counterparties is not secured by any collateral. If a counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings, with a claim equal to our exposure at that time under the capped call transactions with that counterparty. To manage credit risk with respect to our other derivatives, the Company selects and periodically reviews counterparties based on credit ratings, limits its exposure with respect to each counterparty, and monitors the market positions. However, if one or more of these counterparties were in a liability position to the Company and were unable to meet their obligations, any transactions with the counterparty could be subject to early termination, which could result in substantial losses for the Company. Cash Flow Hedges We utilize FX derivative contracts, designed as cash flow hedges, to hedge the variability of cash flows associated with our 12 months U.S. dollar forecasts of revenues and costs denominated in British Pound, Japanese Yen and the Euro. We transfer to earnings from AOCI the gain or loss realized on the FX derivative contracts at the time of invoicing. The gross notional amounts of open derivative contracts designated as cash flow hedges at September 30, 2021 and December 31, 2020 were as follows (in thousands): Description of Derivative Contract September 30, 2021 December 31, 2020 FX derivative contracts to be exchanged for British Pounds $ 5,380 $ 9,545 FX derivative contracts to be exchanged for Japanese Yen 6,946 18,637 FX derivative contracts to be exchanged for Euros 17,332 47,444 $ 29,658 $ 75,626 After-tax net gain associated with derivatives designated as cash flow hedges recorded in the ending balance of AOCI and the amount expected to be reclassified to earnings in the next 12 months are as follows (in thousands): Description of Derivative Contract After-Tax Net Gain in AOCI as of September 30, 2021 After-Tax Net Gain in AOCI as of Amount Expected to be Reclassified to Earnings in Next 12 Months FX derivative contracts $ 207 $ 207 Pre-tax gains (losses) for derivative contracts designated as cash flow hedges recognized in other comprehensive income (loss) (“OCI”) and the amount reclassified to earnings from AOCI were as follows (in thousands): Three Months Ended September 30, 2021 2020 Description of Derivative Contract Location in Earnings of Reclassified Gain or Loss Losses Recognized in OCI Gains Reclassified from AOCI to Earnings Gains Recognized in OCI (Losses) Gains Reclassified from AOCI to Earnings FX derivative contracts Foreign exchange and other gains $ (491) $ 133 $ 1,482 $ (692) FX derivative contracts SG&A — 573 — 534 $ (491) $ 706 $ 1,482 $ (158) Nine Months Ended September 30, 2021 2020 Description of Derivative Contract Location in Earnings of Reclassified Gain or Loss Losses Recognized in OCI (Losses) Gains Reclassified from AOCI to Earnings Gains Recognized in OCI (Losses) Gains Reclassified from AOCI to Earnings FX derivative contracts Foreign exchange and other gains $ (3,335) $ (2,669) $ 632 $ (777) FX derivative contracts SG&A — 2,116 — 209 Interest rate swap contracts Interest expense — — — (113) $ (3,335) $ (553) $ 632 $ (681) We offset fair value amounts associated with our derivative instruments on our condensed consolidated balance sheets that are executed with the same counterparty under master netting arrangements. Our netting arrangements include a right to set off or net together purchases and sales of similar products in the settlement process. The following tables present the fair value and the location of derivative contracts reported on the condensed consolidated balance sheets (in thousands): September 30, 2021 Asset Derivatives Liability Derivatives Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value (1) Balance Sheet Location Fair Value (1) FX derivative contracts Current derivative assets $ 272 Current derivative liabilities $ 728 Total derivatives designated as hedging instruments 272 728 Derivatives Not Designated as Hedging Instruments FX derivative contracts Current derivative assets 1,137 Current derivative liabilities 9 Capped call derivatives Current derivative assets 94,519 Embedded exchange feature Current derivative liabilities 150,651 Total derivatives not designated as hedging instruments 95,656 150,660 Total derivatives $ 95,928 $ 151,388 December 31, 2020 Asset Derivatives Liability Derivatives Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value (1) Balance Sheet Location Fair Value (1) FX derivative contracts Current derivative assets $ 1,998 Current derivative liabilities $ 14 FX derivative contracts Current derivative liabilities 895 Total derivatives designated as hedging instruments 2,893 14 Derivatives Not Designated as Hedging Instruments Interest rate swap contracts Current derivative liabilities 74 FX derivative contracts Current derivative assets 55 Current derivative liabilities 4,073 Capped call derivatives Long-term derivative assets 72,302 Embedded exchange feature Long-term derivative liability 121,756 Other derivatives Current derivative liabilities 4,106 Other derivatives Long-term derivative liability 184 Total derivatives not designated as hedging instruments 72,357 130,193 Total derivatives $ 75,250 $ 130,207 (1) For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 5. Fair Value Measurements.” |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies FDA Warning Letter On December 29, 2015, the FDA issued a Warning Letter alleging certain violations of FDA regulations applicable to medical device manufacturers at our Munich, Germany and Arvada, Colorado facilities. The FDA inspected the Munich facility from August 24, 2015 to August 27, 2015 and the Arvada facility from August 24, 2015 to September 1, 2015. On August 27, 2015, the FDA issued a Form 483 identifying two observed non-conformities with certain regulatory requirements at the Munich facility. We did not receive a Form 483 in connection with the FDA’s inspection of the Arvada facility. Following receipt of the Form 483, we provided written responses to the FDA describing corrective and preventive actions that were underway or to be taken to address the FDA’s observations at the Munich facility. The Warning Letter responded in part to our responses and identified other alleged violations related to the manufacture of our 3T Heater-Cooler device that were not previously included in the Form 483. The Warning Letter further stated that our 3T devices and other devices we manufactured at our Munich facility were subject to refusal of admission into the U.S. until resolution of the issues set forth by the FDA in the Warning Letter. The FDA had informed us that the import alert was limited to the 3T devices, but that the agency reserved the right to expand the scope of the import alert if future circumstances warranted such action. The Warning Letter did not request that existing users cease using the 3T device, and manufacturing and shipment of all of our products other than the 3T device were unaffected by the import limitation. To help clarify these issues for current customers, we issued an informational Customer Letter in January 2016 and that same month agreed with the FDA on a process for shipping 3T devices to existing U.S. users pursuant to a certificate of medical necessity program. Finally, the Warning Letter stated that premarket approval applications for Class III devices to which certain Quality System regulation deviations identified in the Warning Letter were reasonably related would not be approved until the violations had been corrected; however, this restriction applied only to the Munich and Arvada facilities, which do not manufacture or design devices subject to Class III premarket approval. On February 25, 2020, LivaNova received clearance for K191402, a 510(k) for the 3T devices that addressed issues contained in the 2015 Warning Letter along with design changes that further mitigate the potential risk of aerosolization. Concurrent with this clearance, (1) 3T devices manufactured in accordance with K191402 will not be subjected to the import alert and (2) LivaNova initiated a correction to distribute the updated Operating Instructions cleared under K191402. With this 510(k) clearance, all actions to remediate the FDA’s inspectional observations in the Warning Letter are complete, and at this time, LivaNova is awaiting the FDA’s close-out inspection. CDC and FDA Safety Communications and Company Field Safety Notice On October 13, 2016, the Center for Disease Control (the “CDC”) and the FDA separately released safety notifications regarding the 3T devices. The CDC’s Morbidity and Mortality Weekly Report (“MMWR”) and Health Advisory Notice (“HAN”) reported that tests conducted by the CDC and its affiliates indicate that there appears to be genetic similarity between both patient and 3T device strains of the non-tuberculous mycobacterium (“NTM”) bacteria M. chimaera isolated in hospitals in Iowa and Pennsylvania. Citing the geographic separation between the two hospitals referenced in the investigation, the report asserts that 3T devices manufactured prior to August 18, 2014 could have been contaminated during the manufacturing process. The CDC’s HAN and FDA’s Safety Communication, issued contemporaneously with the MMWR report, each assess certain risks associated with 3T devices and provide guidance for providers and patients. The CDC notification states that the decision to use the 3T device during a surgical operation is to be taken by the surgeon based on a risk approach and on patient need. Both the CDC’s and FDA’s communications confirm that 3T devices are critical medical devices and enable doctors to perform life-saving cardiac surgery procedures. Also on October 13, 2016, concurrent with the CDC’s HAN and FDA’s Safety Communication, we issued a Field Safety Notice Update for U.S. users of 3T devices to proactively and voluntarily contact facilities to aid in implementation of the CDC and FDA recommendations. In the fourth quarter of 2016, we initiated a program to provide existing 3T device users with a new loaner 3T device at no charge pending regulatory approval and implementation of additional risk mitigation strategies worldwide, including a vacuum canister and internal sealing upgrade program and a deep disinfection service. In April 2017, we obtained CE Mark in Europe for the design change of the 3T device, and in October 2018, the FDA concluded that we could commence the vacuum canister and internal sealing upgrade program in the U.S. On February 25, 2020, LivaNova received clearance for K191402, a 510(k) for the 3T devices that addressed issues contained in the 2015 Warning Letter along with design changes that further mitigate the potential risk of aerosolization. We are in the process of completing and closing out all recall activities with the FDA. While our vacuum canister and internal sealing upgrade program and deep cleaning service in the U.S. are substantially complete, these services will continue as a servicing option outside of the U.S. On December 31, 2016, we recognized a liability for our product remediation plan related to our 3T device. We concluded that it was probable that a liability had been incurred upon management’s approval of the plan and the commitments made by management to various regulatory authorities globally the fourth quarter of 2016, and furthermore, the cost associated with the plan was reasonably estimable. At September 30, 2021, the product remediation liability was $0.5 million. Saluggia Site Hazardous Substances LivaNova Site Management S.r.l. (“LSM”), formerly a subsidiary of Sorin, one of the companies that merged into LivaNova PLC in 2015, manages site services for the campus in Saluggia, Italy. In addition to a LivaNova manufacturing facility, the Saluggia campus is also the location of manufacturing facilities of third parties, a cafeteria for workers, and storage facilities for hazardous substances and equipment previously used in a nuclear research center, later turned nuclear medicine business, between the 1960s and the late 1990s. Pursuant to authorization from the Italian government, LSM has, and continues to, perform ordinary maintenance, secure the facilities, monitor air and water quality and file applicable reports with the competent environmental authorities. During 2020, LSM received correspondence from ISIN (a sub-body of the Italian Ministry of Economic Development) requesting that within five years, LSM demonstrate the financial capacity to meet its obligations under Italian law to clean and dismantle any contaminated buildings and equipment as well as to deliver hazardous substances to a national repository. This repository will be built by the Italian government at a location and time yet to be determined. ISIN subsequently published Technical Guide n. 30, which identifies the technical criteria, and general safety and protection requirements for the design, construction, operation and dismantling of temporary storage facilities for the hazardous substances. In January 2021, a list of 67 potential sites for the national repository was published. There is no legal obligation to begin any work or deliver the hazardous substances, as the performance of these obligations is contingent on the construction of the as-yet unbuilt national repository. As a result of the above correspondence and publication from ISIN and the publication of potential sites for the national repository, some of the substantial uncertainties regarding the obligation became more certain. In connection with developing the plan required by ISIN, we retained a third party specialist to assist in the estimation of the potential costs. Based on the aforementioned factors, the Company concluded its obligation to clean, dismantle, and deliver any hazardous substances to a national repository, was probable and reasonably estimable as of December 31, 2020. Accordingly, in the fourth quarter of 2020, we recognized a $42.2 million provision for this matter. The liability as of December 31, 2020 was $43.0 million which represented the low end of the estimated range of loss of $43.0 million to $55.0 million. At September 30, 2021 the liability was $40.2 million. The decrease in the liability from December 31, 2020 was primarily due to the effects of foreign currency changes during the nine months ended September 30, 2021. Litigation Product Liability The Company is currently involved in litigation involving our 3T device. The litigation includes federal multi-district litigation in the U.S. District Court for the Middle District of Pennsylvania, various U.S. state court cases and cases in jurisdictions outside the U.S. A class action, filed in February 2016 in the U.S. District Court for the Middle District of Pennsylvania, consisting of all Pennsylvania residents who underwent open heart surgery at WellSpan York Hospital and Penn State Milton S. Hershey Medical Center between 2011 and 2015 and who currently are asymptomatic for NTM infection, was dismissed on July 16, 2021. On March 29, 2019, we announced a settlement framework that provides for a comprehensive resolution of the personal injury cases pending in the multi-district litigation in U.S. federal court, the related class action in federal court, as well as certain cases in state courts across the United States. The agreement, which makes no admission of liability, is subject to certain conditions, including acceptance of the settlement by individual claimants and provides for a total payment of up to $225 million to resolve the claims covered by the settlement. Per the agreed-upon terms, the first payment of $135 million was paid into a qualified settlement fund in July 2019 and the second payment of $90 million was paid in January 2020. Cases covered by the settlement are being dismissed as amounts are disbursed to individual plaintiffs from the qualified settlement fund. Cases in state courts in the U.S. and in jurisdictions outside the U.S. continue to progress. As of November 2, 2021, including the cases encompassed in the settlement framework described above that have not yet been dismissed, we are aware of approximately 85 filed and unfiled claims worldwide, with the majority of the claims in various federal or state courts throughout the United States. This number includes 8 cases that have settled but have not yet been dismissed. The complaints generally seek damages and other relief based on theories of strict liability, negligence, breach of express and implied warranties, failure to warn, design and manufacturing defect, fraudulent and negligent misrepresentation or concealment, unjust enrichment, and violations of various state consumer protection statutes. In the second quarter of 2021, we recorded an additional liability of $29.4 million due to new information received about the nature of certain claims. At September 30, 2021, the provision for these matters was $40.2 million. While the amount accrued represents our best estimate for those filed and unfiled claims that are both probable and estimable, the actual liability for resolution of these matters may vary from our estimate. Changes in the carrying amount of the litigation provision liability are as follows (in thousands): Total litigation provision liability at December 31, 2020 $ 36,490 Payments (28,303) Adjustments (1) 32,254 FX and other (227) Total litigation provision liability at September 30, 2021 40,214 Less current portion of litigation provision liability at September 30, 2021 33,526 Long-term portion of litigation provision liability at September 30, 2021 (2) $ 6,688 (1) Adjustments to the litigation provision are included within other operating expenses on the condensed consolidated statements of income (loss) and were $(0.2) million and $32.3 million for the three and nine months ended September 30, 2021, respectively. (2) Included within other long-term liabilities on the condensed consolidated balance sheet. Environmental Liability Sorin was created as a result of a spin-off (the “Sorin spin-off”) from SNIA in January 2004, and in October 2015, Sorin was merged into LivaNova. SNIA subsequently became insolvent and the Italian Ministry of the Environment and the Protection of Land and Sea (the “Italian Ministry of the Environment”), sought compensation from SNIA in an aggregate amount of approximately $4 billion for remediation costs relating to the environmental damage at chemical sites previously operated by SNIA’s other subsidiaries. In September 2011 and July 2014, the Bankruptcy Court of Udine and the Bankruptcy Court of Milan held (in proceedings to which we were not parties) that the Italian Ministry of the Environment and other Italian government agencies (the “Public Administrations”) were not creditors of either SNIA or its subsidiaries in connection with their claims in the Italian insolvency proceedings. The Public Administrations appealed and in January 2016, the Court of Udine rejected the appeal. The Public Administrations appealed that decision to the Supreme Court. In addition, the Bankruptcy Court of Milan’s decision has been appealed. In January 2012, SNIA filed a civil action against Sorin in the Civil Court of Milan asserting joint liability of a parent and a spun-off company; the Public Administrations entered voluntarily into the proceeding, asking Sorin, as jointly liable with SNIA, to pay compensation for SNIA’s environmental damages. On April 1, 2016, the Court of Milan dismissed all legal actions of SNIA and of the Public Administrations further requiring the Public Administrations to pay Sorin approximately €292,000 (approximately $338,000 as of September 30, 2021) for legal fees. The Public Administrations appealed the 2016 Decision to the Court of Appeal of Milan. On March 5, 2019, the Court of Appeal issued a partial decision on the merits declaring Sorin/LivaNova jointly liable with SNIA for SNIA’s environmental liabilities in an amount up to the fair value of the net worth received by Sorin because of the Sorin spin-off, an estimated €572.1 million (approximately $662.8 million as of September 30, 2021). Next the Court will evaluate a report delivered by a panel of three experts assessing the environmental damages, including the costs of clean-up and compensatory damages, and review briefs from the parties. Thereafter, the Court will issue its ruling on the amount of damages attributable to LivaNova. We cannot predict the outcome of these proceedings with respect to damages, or the timing of any resolution by the Court, however we do not expect a final judgment earlier than December 2021. Separately, we have appealed the partial decision on liability to the Italian Supreme Court (Corte di Cassazione), although any final judgment on damages may not be stayed pending resolution by the Italian Supreme Court. In 2011, Caffaro, a SNIA subsidiary, sold its Brescia chemical business to Caffaro Brescia, a third party belonging to the Todisco group, and as part of the acquisition, Caffaro Brescia agreed to secure hydraulic barriers at the site and maintain existing environmental security measures. In September 2020, Caffaro Brescia declared it was withdrawing from its agreement to maintain the environmental measures. In January 2021, we (in addition to Caffaro Brescia, and other non-LivaNova entities) received an administrative order (“Order”) from the Italian Ministry of the Environment requiring us to ensure the maintenance of the environmental measures and to guarantee that such works remain fully operational, the annual management and maintenance for which is estimated at approximately €1 million per year. LivaNova’s receipt of the Order appears to be based on the aforementioned Court of Appeals decision regarding our alleged joint liability with SNIA for SNIA’s environmental liabilities. Our response, dated February 16, 2021, disputes the grounds upon which the Order is based. We also appealed the Order in the Administrative Court in Brescia. We have not recognized a liability in connection with these related matters because any potential loss is not currently probable or reasonably estimable. Patent Litigation On May 11, 2018, Neuro and Cardiac Technologies LLC (“NCT”), a non-practicing entity, filed a complaint in the United States District Court for the Southern District of Texas asserting that the VNS Therapy System, when used with the SenTiva Model 1000 generator, infringes the claims of U.S. Patent No. 7,076,307 owned by NCT. The complaint requests damages that include a royalty, costs, interest, and attorneys’ fees. On September 13, 2018, we petitioned the Patent Trial and Appeal Board of the U. S. Patent and Trademark Office (the “Patent Office”) for an inter partes review (“IPR”) of the validity of the ‘307 patent, and on May 18, 2020, the Patent Office issued a Final Written Decision determining that all challenged claims are unpatentable. NCT appealed the decision, and in September 2021, the Federal Circuit affirmed the Patent Office’s decision that all challenged claims are unpatentable. Following finality of the Federal Circuit decision, LivaNova will seek dismissal of the litigation. We have not recognized a liability in connection with this matter because any potential loss is not currently probable or reasonably estimable. Contract Litigation On November 25, 2019, LivaNova received notice of a lawsuit initiated by former members of Caisson Interventional, LLC (“Caisson”), a subsidiary of the Company acquired in 2017. The lawsuit, Todd J. Mortier, as Member Representative of the former Members of Caisson Interventional, LLC v. LivaNova USA, Inc., is currently pending in the United States District Court for the District of Minnesota. The complaint alleges (i) breach of contract, (ii) breach of the covenant of good faith and fair dealing and (iii) unjust enrichment in connection with the Company’s operation of Caisson’s Transcatheter Mitral Valve Replacement (“TMVR”) program and the Company’s November 20, 2019 announcement that it was ending the TMVR program at the end of 2019. The lawsuit seeks damages arising out of the 2017 acquisition agreement, including various regulatory milestone payments. We intend to vigorously defend this claim. The Company has not recognized a liability related to this matter because any potential loss is not currently probable or reasonably estimable. Other Matters Additionally, we are the subject of various pending or threatened legal actions and proceedings that arise in the ordinary course of our business. These matters are subject to many uncertainties and outcomes that are not predictable and that may not be known for extended periods of time. Since the outcome of these matters cannot be predicted with certainty, the costs associated with them could have a material adverse effect on our consolidated net income, financial position or liquidity. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Note 9. Stockholders' Equity On August 6, 2021, the Company closed an offering and issued 4,181,818 ordinary shares, par value £1.00 per share, at an offering price of $82.50 per share. Net proceeds from the offering were approximately $322.6 million, after deducting underwriting discounts, commissions and offering expenses. Proceeds from the offering were used to repay the Company’s $450 million 2020 senior secured term loan. The tables below present the condensed consolidated statements of stockholders’ equity as of and for the three and nine months ended September 30, 2021 and 2020 (in thousands): Ordinary Shares Ordinary Shares - Amount Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity June 30, 2021 49,523 $ 76,405 $ 1,779,113 $ (705) $ 23,075 $ (837,418) $ 1,040,470 Issuance of shares 4,182 5,808 316,798 — — — 322,606 Stock-based compensation plans 27 41 11,480 34 — — 11,555 Net loss — — — — — (42,237) (42,237) Other comprehensive loss — — — — (19,896) — (19,896) September 30, 2021 53,732 $ 82,254 $ 2,107,391 $ (671) $ 3,179 $ (879,655) $ 1,312,498 June 30, 2020 49,476 $ 76,338 $ 1,750,798 $ (1,057) $ (35,089) $ (457,804) $ 1,333,186 Stock-based compensation plans — — 7,670 4 — — 7,674 Cancellation of shares (73) — — — — — — Net loss — — — — — (14,772) (14,772) Other comprehensive income — — — — 24,704 — 24,704 September 30, 2020 49,403 $ 76,338 $ 1,758,468 $ (1,053) $ (10,385) $ (472,576) $ 1,350,792 Ordinary Shares Ordinary Shares - Amount Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity December 31, 2020 49,447 $ 76,300 $ 1,768,156 $ (1,034) $ 27,809 $ (752,402) $ 1,118,829 Issuance of shares 4,182 5,808 316,798 — — — 322,606 Stock-based compensation plans 103 146 22,437 363 — — 22,946 Net loss — — — — — (127,253) (127,253) Other comprehensive loss — — — — (24,630) — (24,630) September 30, 2021 53,732 $ 82,254 $ 2,107,391 $ (671) $ 3,179 $ (879,655) $ 1,312,498 December 31, 2019 49,411 $ 76,257 $ 1,734,870 $ (1,263) $ (19,392) $ (406,755) $ 1,383,717 Adoption of ASU No. 2016-13 — — — — — (639) (639) Stock-based compensation plans 65 81 23,598 210 — — 23,889 Cancellation of shares (73) — — — — — — Net loss — — — — — (65,182) (65,182) Other comprehensive income — — — — 9,007 — 9,007 September 30, 2020 49,403 $ 76,338 $ 1,758,468 $ (1,053) $ (10,385) $ (472,576) $ 1,350,792 The table below presents the change in each component of AOCI, net of tax, and the reclassifications out of AOCI into net income for the nine months ended September 30, 2021 and 2020 (in thousands): Change in Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustments Gain (Loss) (1) Total December 31, 2020 $ 2,319 $ 25,490 $ 27,809 Other comprehensive loss before reclassifications, before tax (3,335) (22,516) (25,851) Tax benefit 801 — 801 Other comprehensive loss before reclassifications, net of tax (2,534) (22,516) (25,050) Reclassification of loss from accumulated other comprehensive income, before tax 553 — 553 Reclassification of tax benefit (133) — (133) Reclassification of loss from accumulated other comprehensive income, after tax 420 — 420 Net current-period other comprehensive loss, net of tax (2,114) (22,516) (24,630) September 30, 2021 $ 205 $ 2,974 $ 3,179 December 31, 2019 $ 513 $ (19,905) $ (19,392) Other comprehensive income before reclassifications, before tax 632 8,008 8,640 Tax expense (152) — (152) Other comprehensive income before reclassifications, net of tax 480 8,008 8,488 Reclassification of loss from accumulated other comprehensive income (loss), before tax 681 — 681 Reclassification of tax benefit (162) — (162) Reclassification of loss from accumulated other comprehensive income (loss), after tax 519 — 519 Net current-period other comprehensive income, net of tax 999 8,008 9,007 September 30, 2020 $ 1,512 $ (11,897) $ (10,385) (1) Taxes are not provided for foreign currency translation adjustments as translation adjustments are related to earnings that are intended to be reinvested in the countries where earned. |
Stock-Based Incentive Plans
Stock-Based Incentive Plans | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Incentive Plans | Note 10. Stock-Based Incentive Plans Stock-based incentive plans compensation expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Service-based restricted stock units (“RSUs”) $ 4,757 $ 4,410 $ 14,804 $ 13,139 Service-based stock appreciation rights (“SARs”) 3,053 3,211 9,439 9,185 Market performance-based restricted stock units 925 814 2,586 2,745 Operating performance-based restricted stock units 2,072 (962) 2,578 882 Employee share purchase plan 315 337 1,167 894 Total stock-based compensation expense $ 11,122 $ 7,810 $ 30,574 $ 26,845 During the nine months ended September 30, 2021, we issued stock-based compensatory awards with terms approved by the Compensation Committee of our Board of Directors. The awards with service conditions generally vest ratably from two target based on the return on invested capital for fiscal year 2021. Compensation expense related to awards granted during 2021 for the three and nine months ended September 30, 2021 was $3.9 million and $7.3 million, respectively. Stock-based compensation agreements issued during the nine months ended September 30, 2021, representing potential shares and their weighted average grant date fair values by type follows (shares in thousands, fair value in dollars): Nine Months Ended September 30, 2021 Shares Weighted Average Grant Date Fair Value Service-based SARs 594,617 $ 29.22 Service-based RSUs 349,609 $ 73.94 Market performance-based RSUs 47,916 $ 114.74 Operating performance-based RSUs 76,040 $ 73.25 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes Our effective income tax rate from continuing operations for the three and nine months ended September 30, 2021 was (5.2)% and (7.7)%, respectively, compared with 21.3% and (37.9)%, respectively, for the for the three and nine months ended September 30, 2020. Our effective income tax rate fluctuates based on, among other factors, changes in pretax income in countries with varying statutory tax rates, valuation allowances, tax credits and incentives, and unrecognized tax benefits associated with uncertain tax positions. We continually assess the realizability of our worldwide deferred tax asset and valuation allowance positions, and when the need arises, we establish or release valuation allowances accordingly. Compared with the three months ended September 30, 2020, the change in the effective tax rate for the three months ended September 30, 2021 was primarily attributable to the discrete tax impact of the debt extinguishment as compared to a discrete tax benefit related to the settlement of tax litigation in Italy offset by a valuation allowance for certain jurisdictions outside of the U.S. during the three months ended September 30, 2020. Compared with the nine months ended September 30, 2020, the change in the effective tax rate for the nine months ended September 30, 2021 was primarily attributable to changes in valuation allowances, the discrete tax impact of the sale of the Heart Valve business and the debt extinguishment as compared to the $42.4 million realized discrete tax benefit related to the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) and the discrete tax benefit due related to the settlement of tax litigation in Italy offset by the establishment of a $74.5 million valuation allowance for the U.K. and other jurisdictions outside the U.S. during the nine months ended September 30, 2020. We operate in multiple jurisdictions throughout the world, and our tax returns are periodically audited or subjected to review by tax authorities. As a result, there is an uncertainty in income taxes recognized in our financial statements. Tax benefits totaling $3.2 million and $3.4 million were unrecognized as of September 30, 2021 and December 31, 2020, respectively. It is reasonably possible that, within the next twelve months, due to the settlement of uncertain tax positions with various tax authorities and the expiration of statutes of limitations, unrecognized tax benefits could decrease by up to approximately $1.5 million. European Union State Aid Challenge On April 2, 2019, the European Commission concluded that “when financing income from a foreign group company, channeled through an offshore subsidiary, derives from UK activities, the group finance exemption is not justified and constitutes State aid under EU rules.” Based upon our assessment of the technical arguments as to whether the UK group exemption is State aid, together with no material UK activities in our financing, no reserve relating to our tax position was recognized related to this matter. Furthermore, in December 2019, we amended our 2017 tax return filing to avail ourselves of different rules to determine UK taxation, which are not subject to the EU decision. We filed our 2018 tax return in a similar fashion. On October 1, 2021, we received a notification from Her Majesty’s Revenue and Customs (“HMRC”) stating that in agreement with our assessment, we are not a beneficiary of state aid as a result of our claim under Chapter 9 for the accounting periods 2015-2018, and accordingly, HMRC regards the issue as closed. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 12. Earnings Per Share The following table sets forth the basic and diluted weighted-average shares outstanding used in the computation of basic and diluted net income per share for the three and nine months ended September 30, 2021 and 2020 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Basic and diluted weighted average shares outstanding (1) 51,582 48,652 49,748 48,582 (1) Excluded from the computation of diluted earnings per share were stock options, SARs and restricted share units totaling 3.7 million and 4.1 million for the three months ended September 30, 2021 and 2020, respectively, and 4.0 million and 4.2 million for the nine months ended September 30, 2021 and 2020, respectively, because to include them would have been anti-dilutive under the treasury stock method. |
Geographic and Segment Informat
Geographic and Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Geographic and Segment Information | Note 13. Geographic and Segment Information We identify operating segments based on the way we manage, evaluate and internally report our business activities for purposes of allocating resources, developing and executing our strategy, and assessing performance. We have two reportable segments: Cardiovascular and Neuromodulation. The Cardiovascular segment generates its revenue from the development, production and sale of cardiopulmonary and advanced circulatory support products. Cardiopulmonary products include oxygenators, heart-lung machines, autotransfusion systems, perfusion tubing systems, cannulae and other related accessories. Advanced circulatory support products include temporary life support product kits that can include a combination of pumps, oxygenators, and cannulae. On June 1, 2021, the Company completed the initial closing of the sale of the Heart Valve business which was part of the Cardiovascular segment. Revenues and expenses of the Heart Valves business prior to the closing date are included in the Cardiovascular segment results. Our Neuromodulation segment generates its revenue from the design, development and marketing of neuromodulation therapy systems for the treatment of drug-resistant epilepsy, difficult-to-treat depression (“DTD”) and obstructive sleep apnea. Neuromodulation products include the VNS Therapy System, which consists of an implantable pulse generator, a lead that connects the generator to the vagus nerve, and other accessories. “Other” includes corporate shared service expenses for finance, legal, human resources, information technology and corporate business development. Net sales of our reportable segments include revenues from the sale of products that each reportable segment develops and manufactures or distributes. We define segment income as operating income before merger and integration, restructuring and amortization of intangibles. We operate under three geographic regions: U.S., Europe, and Rest of World. The table below presents net sales by operating segment and geographic region (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cardiopulmonary United States $ 40,143 $ 33,549 $ 113,290 $ 96,223 Europe 32,850 29,947 98,609 87,475 Rest of World 50,242 43,704 137,931 140,925 123,235 107,200 349,830 324,623 Heart Valves United States — 3,129 4,929 8,990 Europe — 7,945 14,407 22,822 Rest of World — 10,062 16,843 32,001 — 21,136 36,179 63,813 Advanced Circulatory Support United States 14,925 12,331 40,449 28,075 Europe 355 162 761 835 Rest of World 119 49 456 136 15,399 12,542 41,666 29,046 Cardiovascular United States 55,068 49,009 158,668 133,288 Europe 33,205 38,054 113,777 111,132 Rest of World 50,361 53,815 155,230 173,062 138,634 140,878 427,675 417,482 Neuromodulation United States 88,724 79,854 262,803 197,345 Europe 12,516 10,475 38,799 27,474 Rest of World 12,047 8,079 33,020 20,458 113,287 98,408 334,622 245,277 Other 1,294 797 3,004 1,927 Totals United States 143,792 128,863 421,471 330,633 Europe (1) 45,721 48,529 152,576 138,606 Rest of World 63,702 62,691 191,254 195,447 Total (2) $ 253,215 $ 240,083 $ 765,301 $ 664,686 (1) Europe sales include those countries in which we have a direct sales presence, whereas European countries in which we sell through distributors are included in Rest of World. (2) No single customer represented over 10% of our consolidated net sales. No country’s net sales exceeded 10% of our consolidated sales except for the U.S. The table below presents a reconciliation of segment income from continuing operations to consolidated loss from continuing operations before tax (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cardiovascular (1) $ 15,682 $ (7,311) $ (7,033) $ (8,037) Neuromodulation 36,155 21,154 108,278 82,294 Other (27,212) (10,921) (92,109) (58,407) Total reportable segment income from continuing operations 24,625 2,922 9,136 15,850 Other expenses (2) 6,757 10,430 30,552 37,987 Operating income (loss) from continuing operations 17,868 (7,508) (21,416) (22,137) Interest income 178 47 293 482 Interest expense (11,355) (14,673) (43,806) (25,237) Loss on debt extinguishment (60,238) — (60,238) (1,407) Foreign exchange and other gains 13,436 3,420 7,117 1,914 Loss from continuing operations before tax $ (40,111) $ (18,714) $ (118,050) $ (46,385) (1) Cardiovascular segment operating income (loss) includes provision for litigation involving our 3T device of $(0.2) million and $32.3 million for the three and nine months ended September 30, 2021, respectively, and $3.0 million and $4.0 million for the three and nine months ended September 30, 2020, respectively, which is included within other operating expenses on the condensed consolidated statements of income (loss). For additional information, please refer to “Note 8. Commitments and Contingencies.” (2) Other expenses consists of merger and integration expense, restructuring expense and amortization of intangible assets. Assets by segment are as follows (in thousands): September 30, 2021 December 31, 2020 Cardiovascular $ 1,232,299 $ 1,361,669 Neuromodulation 652,951 673,586 Other 318,159 376,096 Total assets $ 2,203,409 $ 2,411,351 Capital expenditures by segment are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cardiovascular $ 3,388 $ 7,040 $ 11,955 $ 17,777 Neuromodulation 45 1,210 136 7,285 Other 104 967 2,692 3,174 Total $ 3,537 $ 9,217 $ 14,783 $ 28,236 The changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2021 were as follows (in thousands): Cardiovascular Neuromodulation Total December 31, 2020 $ 523,564 $ 398,754 $ 922,318 Foreign currency adjustments (17,164) — (17,164) September 30, 2021 $ 506,400 $ 398,754 $ 905,154 Property, plant and equipment, net by geography are as follows (in thousands): September 30, 2021 December 31, 2020 United States $ 61,877 $ 64,553 Europe 85,460 93,821 Rest of World 5,391 5,431 Total $ 152,728 $ 163,805 |
Supplemental Financial Informat
Supplemental Financial Information | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Supplemental Financial Information | Note 14. Supplemental Financial Information Inventories consisted of the following (in thousands): September 30, 2021 December 31, 2020 Raw materials $ 41,524 $ 43,257 Work-in-process 11,559 8,055 Finished goods 70,650 75,363 $ 123,733 $ 126,675 As of September 30, 2021 and December 31, 2020, inventories include adjustments totaling $4.4 million and $6.6 million, respectively, to record balances at lower of cost or net realizable value. Accrued liabilities and other consisted of the following (in thousands): September 30, 2021 December 31, 2020 Legal and administrative costs $ 20,563 $ 15,820 Operating lease liabilities 11,581 11,276 Contingent consideration (1) 11,493 13,968 Contract liabilities 8,194 6,929 Amount payable to Gyrus Capital S.A. 6,625 — Research and development costs 5,505 4,257 Restructuring related liabilities (2) 3,317 6,258 Provisions for agents, returns and other 2,486 3,063 Other accrued expenses 27,740 26,465 $ 97,504 $ 88,036 (1) Refer to “Note 5. Fair Value Measurements” (2) Refer to “Note 3. Restructuring” As of September 30, 2021 and December 31, 2020, contract liabilities of $9.8 million and $8.6 million, respectively, are included within accrued liabilities and other long-term liabilities on the condensed consolidated balance sheets. The table below presents the items included within foreign exchange and other gains on the condensed consolidated statements of income (loss) (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Exchangeable Notes fair value adjustment (1) $ 23,489 $ 12,103 $ (28,895) $ 15,553 Capped call fair value adjustment (1) (9,741) (5,926) 22,217 (4,097) Investment revaluation (2) — — 4,642 — Other derivative liabilities fair value adjustment (1) 200 (1,350) 4,290 (1,350) Dividend income (2) 287 — 3,420 — Foreign exchange rate fluctuations (782) (1,608) 352 (4,369) Exchangeable Notes issuance costs — — — (2,478) Other (17) 201 1,091 (1,345) Foreign exchange and other gains $ 13,436 $ 3,420 $ 7,117 $ 1,914 (1) Refer to “Note 5. Fair Value Measurements” (2) Refer to “Note 4. Investments” |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | Note 15. New Accounting Pronouncements Adoption of New Accounting Pronouncements The following table provides a description of our adoption of new Accounting Standards Updates (“ASUs”) issued by the FASB and the impact of the adoption on our condensed financial statements: Issue Date & Standard Description Date of Adoption Effect on Financial Statements or Other Significant Matters August 2018 ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans This update adds and removes certain disclosure requirements related to defined benefit plans. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. December 2019 ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This update simplifies various aspects related to the accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and modifies existing guidance to improve consistent application of Topic 740. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. August 2020 ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity This update simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that are not required to be accounted for as derivative instruments. The update also improves the consistency of earnings per share calculations for convertible instruments. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Financial Statements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of LivaNova as of, and for the three and nine months ended September 30, 2021 and 2020, have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated balance sheet of LivaNova at December 31, 2020 has been derived from audited financial statements contained in our 2020 Form 10-K, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments considered necessary for a fair statement of the operating results of LivaNova and its subsidiaries, for the three and nine months ended September 30, 2021, and are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto accompanying our 2020 Form 10-K. |
Reclassifications | Reclassifications We have reclassified certain prior period amounts on the condensed consolidated statements of income (loss), the condensed consolidated balance sheets and the condensed consolidated statements of cash flows for comparative purposes. These reclassifications did not have a material effect on our financial condition, results of operations or cash flows. The prior period reclassifications on the condensed consolidated statements of income (loss) are summarized and presented below (in thousands): • Product remediation has been reclassified to cost of sales • Merger and integration expenses have been reclassified to other operating expenses • Restructuring expenses have been reclassified to other operating expenses • Litigation provision, net has been reclassified to other operating expenses • Amortization of intangibles has been reclassified to cost of sales or selling, general and administrative based on the nature of the underlying intangible asset and • Loss on debt extinguishment has been reclassified from foreign exchange and other gains to loss on debt extinguishment. Three Months Ended September 30, Nine Months Ended September 30, As Previously Reported Reclassifications Current Presentation As Previously Reported Reclassifications Current Presentation Net sales $ 240,083 $ — $ 240,083 $ 664,686 $ — $ 664,686 Cost of sales 86,467 5,981 92,448 212,152 21,927 234,079 Product remediation 1,133 (1,133) — 6,868 (6,868) — Gross profit 152,483 (4,848) 147,635 445,666 (15,059) 430,607 Operating expenses: Selling, general and administrative 99,199 4,837 104,036 317,424 14,287 331,711 Research and development 47,368 — 47,368 108,422 — 108,422 Merger and integration expenses 1,094 (1,094) — 6,616 (6,616) — Restructuring expenses (349) 349 — 2,025 (2,025) — Amortization of intangibles 9,685 (9,685) — 29,346 (29,346) — Litigation provision, net 2,994 (2,994) — 3,970 (3,970) — Other operating expenses — 3,739 3,739 — 12,611 12,611 Operating loss from continuing operations (7,508) — (7,508) (22,137) — (22,137) Interest income 47 — 47 482 — 482 Interest expense (14,673) — (14,673) (25,237) — (25,237) Loss on debt extinguishment — — — — (1,407) (1,407) Foreign exchange and other gains 3,420 — 3,420 507 1,407 1,914 Loss from continuing operations before tax $ (18,714) $ — $ (18,714) $ (46,385) $ — $ (46,385) |
Derivatives | If the derivative qualifies for hedge accounting, changes in the fair value of the derivative will be recorded in accumulated other comprehensive income (“AOCI”) until the hedged item is recognized in earnings upon settlement/termination. FX derivative gains and losses in AOCI are reclassified to our condensed consolidated statements of income (loss) as shown in the tables below. We evaluate hedge effectiveness at inception. Cash flows from derivative contracts are reported as operating activities on our condensed consolidated statements of cash flows. |
Adoption of New Accounting Pronouncements | Adoption of New Accounting Pronouncements The following table provides a description of our adoption of new Accounting Standards Updates (“ASUs”) issued by the FASB and the impact of the adoption on our condensed financial statements: Issue Date & Standard Description Date of Adoption Effect on Financial Statements or Other Significant Matters August 2018 ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans This update adds and removes certain disclosure requirements related to defined benefit plans. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. December 2019 ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This update simplifies various aspects related to the accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and modifies existing guidance to improve consistent application of Topic 740. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. August 2020 ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity This update simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that are not required to be accounted for as derivative instruments. The update also improves the consistency of earnings per share calculations for convertible instruments. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Financial Statements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Prior Period Reclassifications on the Condensed Consolidated Statements of Income (Loss) | The prior period reclassifications on the condensed consolidated statements of income (loss) are summarized and presented below (in thousands): • Product remediation has been reclassified to cost of sales • Merger and integration expenses have been reclassified to other operating expenses • Restructuring expenses have been reclassified to other operating expenses • Litigation provision, net has been reclassified to other operating expenses • Amortization of intangibles has been reclassified to cost of sales or selling, general and administrative based on the nature of the underlying intangible asset and • Loss on debt extinguishment has been reclassified from foreign exchange and other gains to loss on debt extinguishment. Three Months Ended September 30, Nine Months Ended September 30, As Previously Reported Reclassifications Current Presentation As Previously Reported Reclassifications Current Presentation Net sales $ 240,083 $ — $ 240,083 $ 664,686 $ — $ 664,686 Cost of sales 86,467 5,981 92,448 212,152 21,927 234,079 Product remediation 1,133 (1,133) — 6,868 (6,868) — Gross profit 152,483 (4,848) 147,635 445,666 (15,059) 430,607 Operating expenses: Selling, general and administrative 99,199 4,837 104,036 317,424 14,287 331,711 Research and development 47,368 — 47,368 108,422 — 108,422 Merger and integration expenses 1,094 (1,094) — 6,616 (6,616) — Restructuring expenses (349) 349 — 2,025 (2,025) — Amortization of intangibles 9,685 (9,685) — 29,346 (29,346) — Litigation provision, net 2,994 (2,994) — 3,970 (3,970) — Other operating expenses — 3,739 3,739 — 12,611 12,611 Operating loss from continuing operations (7,508) — (7,508) (22,137) — (22,137) Interest income 47 — 47 482 — 482 Interest expense (14,673) — (14,673) (25,237) — (25,237) Loss on debt extinguishment — — — — (1,407) (1,407) Foreign exchange and other gains 3,420 — 3,420 507 1,407 1,914 Loss from continuing operations before tax $ (18,714) $ — $ (18,714) $ (46,385) $ — $ (46,385) |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Related Costs | The following table provides a reconciliation of the beginning and ending balance of the accruals and other reserves recorded in connection with our restructuring plans included within accrued liabilities and other and other long-term liabilities on the condensed consolidated balance sheet (in thousands): Employee Severance and Other Termination Costs Other Total Balance at December 31, 2020 $ 5,749 $ 546 $ 6,295 Charges 7,800 1,981 9,781 Cash payments and other (10,452) (2,270) (12,722) Balance at September 30, 2021 $ 3,097 $ 257 $ 3,354 |
Schedule of Restructuring Expense by Reportable Segment | The following table presents restructuring expense by reportable segment (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cardiovascular $ 53 $ 9 $ 2,882 $ 1,265 Neuromodulation (28) 43 1,493 851 Other 63 (401) 5,406 (91) Total (1) $ 88 $ (349) $ 9,781 $ 2,025 (1) Restructuring expense is included within other operating expenses on the condensed consolidated statements of income (loss). |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements on a Recurring Basis | The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis (in thousands): Fair Value as of September 30, 2021 Fair Value Measurements Using Inputs Considered as: Level 1 Level 2 Level 3 Assets: Derivative assets - designated as cash flow hedges (foreign currency exchange rate “FX”) $ 272 $ — $ 272 $ — Derivative assets - freestanding instruments (FX) 1,137 — 1,137 — Derivative assets - capped call derivatives 94,519 — — 94,519 Convertible notes receivable 2,764 — — 2,764 $ 98,692 $ — $ 1,409 $ 97,283 Liabilities: Derivative liabilities - designated as cash flow hedges (FX) $ 728 $ — $ 728 $ — Derivative liabilities - freestanding instruments (FX) 9 — 9 — Derivative liabilities - embedded exchange feature 150,651 — — 150,651 Contingent consideration arrangements 115,573 — — 115,573 $ 266,961 $ — $ 737 $ 266,224 Fair Value as of December 31, 2020 Fair Value Measurements Using Inputs Considered as: Level 1 Level 2 Level 3 Assets: Derivative assets - designated as cash flow hedges (FX) $ 2,893 $ — $ 2,893 $ — Derivative assets - freestanding instruments (FX) 55 — 55 — Derivative assets - capped call derivatives 72,302 — — 72,302 Convertible notes receivable 2,775 — — 2,775 $ 78,025 $ — $ 2,948 $ 75,077 Liabilities: Derivative liabilities - designated as cash flow hedges (FX) $ 14 $ — $ 14 $ — Derivative liabilities - freestanding instruments (interest rate swaps) 74 — 74 — Derivative liabilities - freestanding instruments (FX) 4,073 — 4,073 — Derivative liabilities - embedded exchange feature 121,756 — — 121,756 Derivative liabilities - other 4,290 — — 4,290 Contingent consideration arrangements 103,818 — — 103,818 $ 234,025 $ — $ 4,161 $ 229,864 |
Reconciliation of Beginning and Ending Balances of Contingent Consideration | The following table provides a reconciliation of the beginning and ending balances of our recurring fair value measurements, using significant unobservable inputs (Level 3) (in thousands): Capped Call Derivative Asset Convertible Notes Receivable Embedded Exchange Feature Derivative Liability Other Derivative Liabilities Contingent Consideration Liability Arrangements As of December 31, 2020 $ 72,302 $ 2,775 $ 121,756 $ 4,290 $ 103,818 Payments (1) — — — — (6,000) Changes in fair value 22,217 (11) 28,895 (4,290) 17,755 Total at September 30, 2021 94,519 2,764 150,651 — 115,573 Less current portion at September 30, 2021 94,519 2,495 150,651 — 11,493 Long-term portion at September 30, 2021 $ — $ 269 $ — $ — $ 104,080 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration | The following table provides the fair value of our Level 3 contingent consideration arrangements by acquisition (in thousands): September 30, 2021 December 31, 2020 ImThera Medical, Inc. (“ImThera”) $ 104,080 $ 89,436 CardiacAssist, Inc., doing business as TandemLife (“TandemLife”) 11,493 8,809 Miami Instruments — 5,573 $ 115,573 $ 103,818 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | Both arrangements are Level 3 fair value measurements and include the following significant unobservable inputs as of September 30, 2021: ImThera Acquisition Valuation Technique Unobservable Input Inputs Regulatory milestone-based payment Discounted cash flow Discount rate 3.8% Probability of payment 85% Projected payment year 2024 Sales-based earnout Monte Carlo simulation Risk-adjusted discount rate 12.0% - 12.6% Credit risk discount rate 4.2% - 5.1% Revenue volatility 32.5% Probability of payment 85% Projected years of earnout 2025 - 2028 The TandemLife business combination involved a contingent consideration arrangement composed of potential cash payments upon the achievement of certain regulatory milestones. The arrangement is a Level 3 fair value measurement and includes the following significant unobservable inputs as of September 30, 2021: TandemLife Acquisition Valuation Technique Unobservable Input Inputs Regulatory milestone-based payment Discounted cash flow Discount rate 2.3% Probability of payment 90% Projected payment year 2022 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The outstanding principal amount of our long-term debt as of September 30, 2021 and December 31, 2020 was as follows (in thousands, except interest rates): September 30, 2021 December 31, 2020 Maturity Interest Rate 2020 Cash Exchangeable Senior Notes $ 221,704 $ 212,073 December 2025 3.00% Bank of America Merrill Lynch Banco Múltiplo S.A. 6,237 6,515 July 2023 4.32% Mediocredito Italiano 4,380 5,406 December 2023 0.50 % - 2.74% Bank of America, U.S. 1,510 2,019 January 2023 2.66% 2020 Senior Secured Term Loan — 424,002 Other 576 660 Total long-term facilities 234,407 650,675 Less current portion of long-term debt 223,610 8,377 Total long-term debt $ 10,797 $ 642,298 |
Derivatives and Risk Manageme_2
Derivatives and Risk Management (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Derivative Contracts Designated Cash Flow Hedges | The gross notional amounts of open derivative contracts designated as cash flow hedges at September 30, 2021 and December 31, 2020 were as follows (in thousands): Description of Derivative Contract September 30, 2021 December 31, 2020 FX derivative contracts to be exchanged for British Pounds $ 5,380 $ 9,545 FX derivative contracts to be exchanged for Japanese Yen 6,946 18,637 FX derivative contracts to be exchanged for Euros 17,332 47,444 $ 29,658 $ 75,626 |
Schedule of Cash Flow Hedges Included in AOCI | After-tax net gain associated with derivatives designated as cash flow hedges recorded in the ending balance of AOCI and the amount expected to be reclassified to earnings in the next 12 months are as follows (in thousands): Description of Derivative Contract After-Tax Net Gain in AOCI as of September 30, 2021 After-Tax Net Gain in AOCI as of Amount Expected to be Reclassified to Earnings in Next 12 Months FX derivative contracts $ 207 $ 207 Pre-tax gains (losses) for derivative contracts designated as cash flow hedges recognized in other comprehensive income (loss) (“OCI”) and the amount reclassified to earnings from AOCI were as follows (in thousands): Three Months Ended September 30, 2021 2020 Description of Derivative Contract Location in Earnings of Reclassified Gain or Loss Losses Recognized in OCI Gains Reclassified from AOCI to Earnings Gains Recognized in OCI (Losses) Gains Reclassified from AOCI to Earnings FX derivative contracts Foreign exchange and other gains $ (491) $ 133 $ 1,482 $ (692) FX derivative contracts SG&A — 573 — 534 $ (491) $ 706 $ 1,482 $ (158) Nine Months Ended September 30, 2021 2020 Description of Derivative Contract Location in Earnings of Reclassified Gain or Loss Losses Recognized in OCI (Losses) Gains Reclassified from AOCI to Earnings Gains Recognized in OCI (Losses) Gains Reclassified from AOCI to Earnings FX derivative contracts Foreign exchange and other gains $ (3,335) $ (2,669) $ 632 $ (777) FX derivative contracts SG&A — 2,116 — 209 Interest rate swap contracts Interest expense — — — (113) $ (3,335) $ (553) $ 632 $ (681) |
Schedule of Fair Value of Derivative Instruments in Statement of Financial Position | The following tables present the fair value and the location of derivative contracts reported on the condensed consolidated balance sheets (in thousands): September 30, 2021 Asset Derivatives Liability Derivatives Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value (1) Balance Sheet Location Fair Value (1) FX derivative contracts Current derivative assets $ 272 Current derivative liabilities $ 728 Total derivatives designated as hedging instruments 272 728 Derivatives Not Designated as Hedging Instruments FX derivative contracts Current derivative assets 1,137 Current derivative liabilities 9 Capped call derivatives Current derivative assets 94,519 Embedded exchange feature Current derivative liabilities 150,651 Total derivatives not designated as hedging instruments 95,656 150,660 Total derivatives $ 95,928 $ 151,388 December 31, 2020 Asset Derivatives Liability Derivatives Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value (1) Balance Sheet Location Fair Value (1) FX derivative contracts Current derivative assets $ 1,998 Current derivative liabilities $ 14 FX derivative contracts Current derivative liabilities 895 Total derivatives designated as hedging instruments 2,893 14 Derivatives Not Designated as Hedging Instruments Interest rate swap contracts Current derivative liabilities 74 FX derivative contracts Current derivative assets 55 Current derivative liabilities 4,073 Capped call derivatives Long-term derivative assets 72,302 Embedded exchange feature Long-term derivative liability 121,756 Other derivatives Current derivative liabilities 4,106 Other derivatives Long-term derivative liability 184 Total derivatives not designated as hedging instruments 72,357 130,193 Total derivatives $ 75,250 $ 130,207 (1) For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 5. Fair Value Measurements.” |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Litigation Provision Liabilities | Changes in the carrying amount of the litigation provision liability are as follows (in thousands): Total litigation provision liability at December 31, 2020 $ 36,490 Payments (28,303) Adjustments (1) 32,254 FX and other (227) Total litigation provision liability at September 30, 2021 40,214 Less current portion of litigation provision liability at September 30, 2021 33,526 Long-term portion of litigation provision liability at September 30, 2021 (2) $ 6,688 (1) Adjustments to the litigation provision are included within other operating expenses on the condensed consolidated statements of income (loss) and were $(0.2) million and $32.3 million for the three and nine months ended September 30, 2021, respectively. (2) Included within other long-term liabilities on the condensed consolidated balance sheet. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Stockholders Equity | The tables below present the condensed consolidated statements of stockholders’ equity as of and for the three and nine months ended September 30, 2021 and 2020 (in thousands): Ordinary Shares Ordinary Shares - Amount Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity June 30, 2021 49,523 $ 76,405 $ 1,779,113 $ (705) $ 23,075 $ (837,418) $ 1,040,470 Issuance of shares 4,182 5,808 316,798 — — — 322,606 Stock-based compensation plans 27 41 11,480 34 — — 11,555 Net loss — — — — — (42,237) (42,237) Other comprehensive loss — — — — (19,896) — (19,896) September 30, 2021 53,732 $ 82,254 $ 2,107,391 $ (671) $ 3,179 $ (879,655) $ 1,312,498 June 30, 2020 49,476 $ 76,338 $ 1,750,798 $ (1,057) $ (35,089) $ (457,804) $ 1,333,186 Stock-based compensation plans — — 7,670 4 — — 7,674 Cancellation of shares (73) — — — — — — Net loss — — — — — (14,772) (14,772) Other comprehensive income — — — — 24,704 — 24,704 September 30, 2020 49,403 $ 76,338 $ 1,758,468 $ (1,053) $ (10,385) $ (472,576) $ 1,350,792 Ordinary Shares Ordinary Shares - Amount Additional Paid-In Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders' Equity December 31, 2020 49,447 $ 76,300 $ 1,768,156 $ (1,034) $ 27,809 $ (752,402) $ 1,118,829 Issuance of shares 4,182 5,808 316,798 — — — 322,606 Stock-based compensation plans 103 146 22,437 363 — — 22,946 Net loss — — — — — (127,253) (127,253) Other comprehensive loss — — — — (24,630) — (24,630) September 30, 2021 53,732 $ 82,254 $ 2,107,391 $ (671) $ 3,179 $ (879,655) $ 1,312,498 December 31, 2019 49,411 $ 76,257 $ 1,734,870 $ (1,263) $ (19,392) $ (406,755) $ 1,383,717 Adoption of ASU No. 2016-13 — — — — — (639) (639) Stock-based compensation plans 65 81 23,598 210 — — 23,889 Cancellation of shares (73) — — — — — — Net loss — — — — — (65,182) (65,182) Other comprehensive income — — — — 9,007 — 9,007 September 30, 2020 49,403 $ 76,338 $ 1,758,468 $ (1,053) $ (10,385) $ (472,576) $ 1,350,792 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The table below presents the change in each component of AOCI, net of tax, and the reclassifications out of AOCI into net income for the nine months ended September 30, 2021 and 2020 (in thousands): Change in Unrealized Gain (Loss) on Derivatives Foreign Currency Translation Adjustments Gain (Loss) (1) Total December 31, 2020 $ 2,319 $ 25,490 $ 27,809 Other comprehensive loss before reclassifications, before tax (3,335) (22,516) (25,851) Tax benefit 801 — 801 Other comprehensive loss before reclassifications, net of tax (2,534) (22,516) (25,050) Reclassification of loss from accumulated other comprehensive income, before tax 553 — 553 Reclassification of tax benefit (133) — (133) Reclassification of loss from accumulated other comprehensive income, after tax 420 — 420 Net current-period other comprehensive loss, net of tax (2,114) (22,516) (24,630) September 30, 2021 $ 205 $ 2,974 $ 3,179 December 31, 2019 $ 513 $ (19,905) $ (19,392) Other comprehensive income before reclassifications, before tax 632 8,008 8,640 Tax expense (152) — (152) Other comprehensive income before reclassifications, net of tax 480 8,008 8,488 Reclassification of loss from accumulated other comprehensive income (loss), before tax 681 — 681 Reclassification of tax benefit (162) — (162) Reclassification of loss from accumulated other comprehensive income (loss), after tax 519 — 519 Net current-period other comprehensive income, net of tax 999 8,008 9,007 September 30, 2020 $ 1,512 $ (11,897) $ (10,385) (1) Taxes are not provided for foreign currency translation adjustments as translation adjustments are related to earnings that are intended to be reinvested in the countries where earned. |
Stock-Based Incentive Plans (Ta
Stock-Based Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation, Stock Options, Activity | Stock-based incentive plans compensation expense is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Service-based restricted stock units (“RSUs”) $ 4,757 $ 4,410 $ 14,804 $ 13,139 Service-based stock appreciation rights (“SARs”) 3,053 3,211 9,439 9,185 Market performance-based restricted stock units 925 814 2,586 2,745 Operating performance-based restricted stock units 2,072 (962) 2,578 882 Employee share purchase plan 315 337 1,167 894 Total stock-based compensation expense $ 11,122 $ 7,810 $ 30,574 $ 26,845 Stock-based compensation agreements issued during the nine months ended September 30, 2021, representing potential shares and their weighted average grant date fair values by type follows (shares in thousands, fair value in dollars): Nine Months Ended September 30, 2021 Shares Weighted Average Grant Date Fair Value Service-based SARs 594,617 $ 29.22 Service-based RSUs 349,609 $ 73.94 Market performance-based RSUs 47,916 $ 114.74 Operating performance-based RSUs 76,040 $ 73.25 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | The following table sets forth the basic and diluted weighted-average shares outstanding used in the computation of basic and diluted net income per share for the three and nine months ended September 30, 2021 and 2020 are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Basic and diluted weighted average shares outstanding (1) 51,582 48,652 49,748 48,582 (1) Excluded from the computation of diluted earnings per share were stock options, SARs and restricted share units totaling 3.7 million and 4.1 million for the three months ended September 30, 2021 and 2020, respectively, and 4.0 million and 4.2 million for the nine months ended September 30, 2021 and 2020, respectively, because to include them would have been anti-dilutive under the treasury stock method. |
Geographic and Segment Inform_2
Geographic and Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas | The table below presents net sales by operating segment and geographic region (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cardiopulmonary United States $ 40,143 $ 33,549 $ 113,290 $ 96,223 Europe 32,850 29,947 98,609 87,475 Rest of World 50,242 43,704 137,931 140,925 123,235 107,200 349,830 324,623 Heart Valves United States — 3,129 4,929 8,990 Europe — 7,945 14,407 22,822 Rest of World — 10,062 16,843 32,001 — 21,136 36,179 63,813 Advanced Circulatory Support United States 14,925 12,331 40,449 28,075 Europe 355 162 761 835 Rest of World 119 49 456 136 15,399 12,542 41,666 29,046 Cardiovascular United States 55,068 49,009 158,668 133,288 Europe 33,205 38,054 113,777 111,132 Rest of World 50,361 53,815 155,230 173,062 138,634 140,878 427,675 417,482 Neuromodulation United States 88,724 79,854 262,803 197,345 Europe 12,516 10,475 38,799 27,474 Rest of World 12,047 8,079 33,020 20,458 113,287 98,408 334,622 245,277 Other 1,294 797 3,004 1,927 Totals United States 143,792 128,863 421,471 330,633 Europe (1) 45,721 48,529 152,576 138,606 Rest of World 63,702 62,691 191,254 195,447 Total (2) $ 253,215 $ 240,083 $ 765,301 $ 664,686 (1) Europe sales include those countries in which we have a direct sales presence, whereas European countries in which we sell through distributors are included in Rest of World. (2) No single customer represented over 10% of our consolidated net sales. No country’s net sales exceeded 10% of our consolidated sales except for the U.S. |
Schedule of Segment Reporting Information, by Segment | The table below presents a reconciliation of segment income from continuing operations to consolidated loss from continuing operations before tax (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cardiovascular (1) $ 15,682 $ (7,311) $ (7,033) $ (8,037) Neuromodulation 36,155 21,154 108,278 82,294 Other (27,212) (10,921) (92,109) (58,407) Total reportable segment income from continuing operations 24,625 2,922 9,136 15,850 Other expenses (2) 6,757 10,430 30,552 37,987 Operating income (loss) from continuing operations 17,868 (7,508) (21,416) (22,137) Interest income 178 47 293 482 Interest expense (11,355) (14,673) (43,806) (25,237) Loss on debt extinguishment (60,238) — (60,238) (1,407) Foreign exchange and other gains 13,436 3,420 7,117 1,914 Loss from continuing operations before tax $ (40,111) $ (18,714) $ (118,050) $ (46,385) (1) Cardiovascular segment operating income (loss) includes provision for litigation involving our 3T device of $(0.2) million and $32.3 million for the three and nine months ended September 30, 2021, respectively, and $3.0 million and $4.0 million for the three and nine months ended September 30, 2020, respectively, which is included within other operating expenses on the condensed consolidated statements of income (loss). For additional information, please refer to “Note 8. Commitments and Contingencies.” (2) Other expenses consists of merger and integration expense, restructuring expense and amortization of intangible assets. Assets by segment are as follows (in thousands): September 30, 2021 December 31, 2020 Cardiovascular $ 1,232,299 $ 1,361,669 Neuromodulation 652,951 673,586 Other 318,159 376,096 Total assets $ 2,203,409 $ 2,411,351 Capital expenditures by segment are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Cardiovascular $ 3,388 $ 7,040 $ 11,955 $ 17,777 Neuromodulation 45 1,210 136 7,285 Other 104 967 2,692 3,174 Total $ 3,537 $ 9,217 $ 14,783 $ 28,236 |
Schedule of Goodwill | The changes in the carrying amount of goodwill by segment for the nine months ended September 30, 2021 were as follows (in thousands): Cardiovascular Neuromodulation Total December 31, 2020 $ 523,564 $ 398,754 $ 922,318 Foreign currency adjustments (17,164) — (17,164) September 30, 2021 $ 506,400 $ 398,754 $ 905,154 |
Long-lived Assets by Geographic Areas | Property, plant and equipment, net by geography are as follows (in thousands): September 30, 2021 December 31, 2020 United States $ 61,877 $ 64,553 Europe 85,460 93,821 Rest of World 5,391 5,431 Total $ 152,728 $ 163,805 |
Supplemental Financial Inform_2
Supplemental Financial Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventories | Inventories consisted of the following (in thousands): September 30, 2021 December 31, 2020 Raw materials $ 41,524 $ 43,257 Work-in-process 11,559 8,055 Finished goods 70,650 75,363 $ 123,733 $ 126,675 |
Accrued Liabilities | Accrued liabilities and other consisted of the following (in thousands): September 30, 2021 December 31, 2020 Legal and administrative costs $ 20,563 $ 15,820 Operating lease liabilities 11,581 11,276 Contingent consideration (1) 11,493 13,968 Contract liabilities 8,194 6,929 Amount payable to Gyrus Capital S.A. 6,625 — Research and development costs 5,505 4,257 Restructuring related liabilities (2) 3,317 6,258 Provisions for agents, returns and other 2,486 3,063 Other accrued expenses 27,740 26,465 $ 97,504 $ 88,036 (1) Refer to “Note 5. Fair Value Measurements” (2) Refer to “Note 3. Restructuring” |
Foreign Exchange and Other Gains (Losses) | The table below presents the items included within foreign exchange and other gains on the condensed consolidated statements of income (loss) (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Exchangeable Notes fair value adjustment (1) $ 23,489 $ 12,103 $ (28,895) $ 15,553 Capped call fair value adjustment (1) (9,741) (5,926) 22,217 (4,097) Investment revaluation (2) — — 4,642 — Other derivative liabilities fair value adjustment (1) 200 (1,350) 4,290 (1,350) Dividend income (2) 287 — 3,420 — Foreign exchange rate fluctuations (782) (1,608) 352 (4,369) Exchangeable Notes issuance costs — — — (2,478) Other (17) 201 1,091 (1,345) Foreign exchange and other gains $ 13,436 $ 3,420 $ 7,117 $ 1,914 (1) Refer to “Note 5. Fair Value Measurements” (2) Refer to “Note 4. Investments” |
New Accounting Pronouncements (
New Accounting Pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a description of our adoption of new Accounting Standards Updates (“ASUs”) issued by the FASB and the impact of the adoption on our condensed financial statements: Issue Date & Standard Description Date of Adoption Effect on Financial Statements or Other Significant Matters August 2018 ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans This update adds and removes certain disclosure requirements related to defined benefit plans. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. December 2019 ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes This update simplifies various aspects related to the accounting for income taxes. The standard removes certain exceptions to the general principles in Topic 740 and also clarifies and modifies existing guidance to improve consistent application of Topic 740. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. August 2020 ASU No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity This update simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that are not required to be accounted for as derivative instruments. The update also improves the consistency of earnings per share calculations for convertible instruments. January 1, 2021 There was no material impact to our consolidated financial statements as a result of adopting this ASU. |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Financial Statements - Prior Period Reclassifications on the Condensed Consolidated Statements of Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net sales | $ 253,215 | $ 240,083 | $ 765,301 | $ 664,686 |
Cost of sales | 83,105 | 92,448 | 256,828 | 234,079 |
Product remediation | 0 | 0 | ||
Gross profit | 170,110 | 147,635 | 508,473 | 430,607 |
Operating expenses: | ||||
Selling, general and administrative | 109,042 | 104,036 | 347,471 | 331,711 |
Research and development | 42,133 | 47,368 | 139,315 | 108,422 |
Merger and integration expenses | 0 | 0 | ||
Restructuring expenses | 88 | 0 | 9,781 | 0 |
Amortization of intangibles | 0 | 0 | ||
Litigation provision, net | 0 | 0 | ||
Other operating expenses | 1,067 | 3,739 | 43,103 | 12,611 |
Operating income (loss) from continuing operations | 17,868 | (7,508) | (21,416) | (22,137) |
Interest income | 178 | 47 | 293 | 482 |
Interest expense | (11,355) | (14,673) | (43,806) | (25,237) |
Loss on debt extinguishment | (60,238) | 0 | (60,238) | (1,407) |
Foreign exchange and other gains | 13,436 | 3,420 | 7,117 | 1,914 |
Loss from continuing operations before tax | $ (40,111) | (18,714) | $ (118,050) | (46,385) |
As Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net sales | 240,083 | 664,686 | ||
Cost of sales | 86,467 | 212,152 | ||
Product remediation | 1,133 | 6,868 | ||
Gross profit | 152,483 | 445,666 | ||
Operating expenses: | ||||
Selling, general and administrative | 99,199 | 317,424 | ||
Research and development | 47,368 | 108,422 | ||
Merger and integration expenses | 1,094 | 6,616 | ||
Restructuring expenses | (349) | 2,025 | ||
Amortization of intangibles | 9,685 | 29,346 | ||
Litigation provision, net | 2,994 | 3,970 | ||
Other operating expenses | 0 | 0 | ||
Operating income (loss) from continuing operations | (7,508) | (22,137) | ||
Interest income | 47 | 482 | ||
Interest expense | (14,673) | (25,237) | ||
Loss on debt extinguishment | 0 | 0 | ||
Foreign exchange and other gains | 3,420 | 507 | ||
Loss from continuing operations before tax | (18,714) | (46,385) | ||
Reclassifications | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net sales | 0 | 0 | ||
Cost of sales | 5,981 | 21,927 | ||
Product remediation | (1,133) | (6,868) | ||
Gross profit | (4,848) | (15,059) | ||
Operating expenses: | ||||
Selling, general and administrative | 4,837 | 14,287 | ||
Research and development | 0 | 0 | ||
Merger and integration expenses | (1,094) | (6,616) | ||
Restructuring expenses | 349 | (2,025) | ||
Amortization of intangibles | (9,685) | (29,346) | ||
Litigation provision, net | (2,994) | (3,970) | ||
Other operating expenses | 3,739 | 12,611 | ||
Operating income (loss) from continuing operations | 0 | 0 | ||
Interest income | 0 | 0 | ||
Interest expense | 0 | 0 | ||
Loss on debt extinguishment | 0 | (1,407) | ||
Foreign exchange and other gains | 0 | 1,407 | ||
Loss from continuing operations before tax | $ 0 | $ 0 |
Divestiture of Heart Valve Bu_2
Divestiture of Heart Valve Business - Narrative (Details) € in Millions, $ in Millions | Dec. 30, 2022EUR (€) | Sep. 30, 2021USD ($) | Jun. 01, 2021EUR (€) | Jun. 01, 2021USD ($) | Apr. 09, 2021 | Dec. 31, 2021EUR (€) | Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2021USD ($) | Dec. 02, 2020EUR (€) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Impairment of long-lived assets to be disposed of | $ 180.2 | |||||||||
Gain (loss) on sale | $ (0.1) | $ 0.7 | ||||||||
Services income | 1 | 1.3 | ||||||||
Heart Valves | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Consideration | $ 69.5 | $ 69.5 | $ 69.5 | € 60 | ||||||
Sale and purchase deferral period | 2 years | |||||||||
Proceeds from sales of business, affiliate and productive assets | € 34.8 | $ 42.5 | ||||||||
Heart Valves | Business Combination, Consideration, Tranche One | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sales of business, affiliate and productive assets | 2.9 | |||||||||
Heart Valves | Business Combination, Consideration, Tranche Two | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sales of business, affiliate and productive assets | $ 11.6 | |||||||||
Heart Valves | Forecast | Business Combination, Consideration, Tranche One | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sales of business, affiliate and productive assets | € | € 2.5 | |||||||||
Heart Valves | Forecast | Business Combination, Consideration, Tranche Two | ||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Proceeds from sales of business, affiliate and productive assets | € | € 10 |
Restructuring - Narrative (Deta
Restructuring - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($) | Dec. 31, 2020USD ($)employee | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)employee | Sep. 30, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 88 | $ 0 | $ 9,781 | $ 0 | |
Reorganization Plan 2020 | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges | $ 100 | $ 5,300 | $ 9,800 | ||
Restructuring and related cost, severance costs, number of employees | employee | 54 | 27 |
Restructuring - Reconciliation
Restructuring - Reconciliation of Beginning and Ending Balances (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Reserve [Roll Forward] | ||||
Charges | $ 88 | $ 0 | $ 9,781 | $ 0 |
Reorganization Plans | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | 6,295 | |||
Charges | 9,781 | |||
Cash payments and other | (12,722) | |||
Balance at end of period | 3,354 | 3,354 | ||
Reorganization Plans | Employee Severance and Other Termination Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | 5,749 | |||
Charges | 7,800 | |||
Cash payments and other | (10,452) | |||
Balance at end of period | 3,097 | 3,097 | ||
Reorganization Plans | Other | ||||
Restructuring Reserve [Roll Forward] | ||||
Balance at beginning of period | 546 | |||
Charges | 1,981 | |||
Cash payments and other | (2,270) | |||
Balance at end of period | $ 257 | $ 257 |
Restructuring - Restructuring E
Restructuring - Restructuring Expense by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Charges | $ 88 | $ 0 | $ 9,781 | $ 0 |
As Previously Reported | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | (349) | 2,025 | ||
Operating Segments | Cardiovascular | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | 53 | 2,882 | ||
Operating Segments | Cardiovascular | As Previously Reported | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | 9 | 1,265 | ||
Operating Segments | Neuromodulation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | (28) | 1,493 | ||
Operating Segments | Neuromodulation | As Previously Reported | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | 43 | 851 | ||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | $ 63 | $ 5,406 | ||
Other | As Previously Reported | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Charges | $ (401) | $ (91) |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity Securities, FV-NI and without Readily Determinable Fair Value | $ 16,600 | $ 16,600 | $ 31,100 | |||||
Proceeds from sale of Respicardia investment and loan | 23,057 | $ 0 | ||||||
Gain (loss) on investment | 0 | $ 0 | 4,642 | $ 0 | ||||
Zoll Medical Corporation | Cost Method Investee | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Proceeds from sale of Respicardia investment and loan | $ 23,100 | |||||||
Gain (loss) on investment | $ 4,600 | |||||||
Zoll Medical Corporation | Cost Method Investee | Prepaid Expenses and Other Current Assets | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Outstanding loans | $ 17,700 | $ 17,700 | $ 800 | |||||
MD Start II | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Dividends | $ 3,100 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Liabilities: | ||
Contingent consideration | $ 104,080 | $ 89,850 |
Capped call derivatives | ||
Assets: | ||
Derivative asset | 94,500 | |
Fair Value, Recurring | ||
Assets: | ||
Convertible notes receivable | 2,764 | 2,775 |
Total assets | 98,692 | 78,025 |
Liabilities: | ||
Contingent consideration | 115,573 | 103,818 |
Total Contingent Consideration | 266,961 | 234,025 |
Fair Value, Recurring | Embedded exchange feature | ||
Liabilities: | ||
Derivative liabilities | 150,651 | 121,756 |
Fair Value, Recurring | Other Contract | ||
Liabilities: | ||
Derivative liabilities | 4,290 | |
Fair Value, Recurring | Derivatives Designated as Hedging Instruments | Foreign Exchange Contract | ||
Assets: | ||
Derivative asset | 272 | 2,893 |
Liabilities: | ||
Derivative liabilities | 728 | 14 |
Fair Value, Recurring | Derivatives Not Designated as Hedging Instruments | Freestanding Instrument | ||
Assets: | ||
Derivative asset | 1,137 | 55 |
Liabilities: | ||
Derivative liabilities | 9 | 4,073 |
Fair Value, Recurring | Derivatives Not Designated as Hedging Instruments | Capped call derivatives | ||
Assets: | ||
Derivative asset | 94,519 | 72,302 |
Fair Value, Recurring | Derivatives Not Designated as Hedging Instruments | Interest rate swap contracts | ||
Liabilities: | ||
Derivative liabilities | 74 | |
Fair Value, Recurring | Level 1 | ||
Assets: | ||
Convertible notes receivable | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total Contingent Consideration | 0 | 0 |
Fair Value, Recurring | Level 1 | Embedded exchange feature | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Other Contract | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 1 | Derivatives Designated as Hedging Instruments | Foreign Exchange Contract | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Derivatives Not Designated as Hedging Instruments | Freestanding Instrument | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 1 | Derivatives Not Designated as Hedging Instruments | Capped call derivatives | ||
Assets: | ||
Derivative asset | 0 | 0 |
Fair Value, Recurring | Level 1 | Derivatives Not Designated as Hedging Instruments | Interest rate swap contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 2 | ||
Assets: | ||
Convertible notes receivable | 0 | 0 |
Total assets | 1,409 | 2,948 |
Liabilities: | ||
Contingent consideration | 0 | 0 |
Total Contingent Consideration | 737 | 4,161 |
Fair Value, Recurring | Level 2 | Embedded exchange feature | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 2 | Other Contract | ||
Liabilities: | ||
Derivative liabilities | 0 | |
Fair Value, Recurring | Level 2 | Derivatives Designated as Hedging Instruments | Foreign Exchange Contract | ||
Assets: | ||
Derivative asset | 272 | 2,893 |
Liabilities: | ||
Derivative liabilities | 728 | 14 |
Fair Value, Recurring | Level 2 | Derivatives Not Designated as Hedging Instruments | Freestanding Instrument | ||
Assets: | ||
Derivative asset | 1,137 | 55 |
Liabilities: | ||
Derivative liabilities | 9 | 4,073 |
Fair Value, Recurring | Level 2 | Derivatives Not Designated as Hedging Instruments | Capped call derivatives | ||
Assets: | ||
Derivative asset | 0 | 0 |
Fair Value, Recurring | Level 2 | Derivatives Not Designated as Hedging Instruments | Interest rate swap contracts | ||
Liabilities: | ||
Derivative liabilities | 74 | |
Fair Value, Recurring | Level 3 | ||
Assets: | ||
Convertible notes receivable | 2,764 | 2,775 |
Total assets | 97,283 | 75,077 |
Liabilities: | ||
Contingent consideration | 115,573 | 103,818 |
Total Contingent Consideration | 266,224 | 229,864 |
Fair Value, Recurring | Level 3 | Embedded exchange feature | ||
Liabilities: | ||
Derivative liabilities | 150,651 | 121,756 |
Fair Value, Recurring | Level 3 | Other Contract | ||
Liabilities: | ||
Derivative liabilities | 4,290 | |
Fair Value, Recurring | Level 3 | Derivatives Designated as Hedging Instruments | Foreign Exchange Contract | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | Derivatives Not Designated as Hedging Instruments | Freestanding Instrument | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Fair Value, Recurring | Level 3 | Derivatives Not Designated as Hedging Instruments | Capped call derivatives | ||
Assets: | ||
Derivative asset | $ 94,519 | 72,302 |
Fair Value, Recurring | Level 3 | Derivatives Not Designated as Hedging Instruments | Interest rate swap contracts | ||
Liabilities: | ||
Derivative liabilities | $ 0 |
Fair Value Measurements - Conti
Fair Value Measurements - Contingent Consideration Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Derivative Liabilities | ||||
Assets Measured on Recurring Basis | ||||
Changes in fair value | $ 200 | $ (1,350) | $ 4,290 | $ (1,350) |
Fair Value, Recurring | Level 3 | ||||
Liabilities Measured on Recurring Basis | ||||
Total at beginning period | 103,818 | |||
Total at period end | 115,573 | 115,573 | ||
Fair Value, Recurring | Level 3 | Embedded Exchange Feature Derivative Liability | ||||
Liabilities Measured on Recurring Basis | ||||
Total at beginning period | 121,756 | |||
Payments | 0 | |||
Changes in fair value | 28,895 | |||
Total at period end | 150,651 | 150,651 | ||
Less current portion at period end | 150,651 | 150,651 | ||
Long-term portion at period end | 0 | 0 | ||
Fair Value, Recurring | Level 3 | Other Derivative Liabilities | ||||
Liabilities Measured on Recurring Basis | ||||
Total at beginning period | 4,290 | |||
Payments | 0 | |||
Changes in fair value | (4,290) | |||
Total at period end | 0 | 0 | ||
Less current portion at period end | 0 | 0 | ||
Long-term portion at period end | 0 | 0 | ||
Fair Value, Recurring | Level 3 | Contingent Consideration Liability Arrangements | ||||
Liabilities Measured on Recurring Basis | ||||
Total at beginning period | 103,818 | |||
Payments | (6,000) | |||
Changes in fair value | 17,755 | |||
Total at period end | 115,573 | 115,573 | ||
Less current portion at period end | 11,493 | 11,493 | ||
Long-term portion at period end | 104,080 | 104,080 | ||
Fair Value, Recurring | Level 3 | Capped Call Derivative Asset | ||||
Assets Measured on Recurring Basis | ||||
As of beginning period | 72,302 | |||
Payments | 0 | |||
Changes in fair value | 22,217 | |||
Total at period end | 94,519 | 94,519 | ||
Less current portion at period end | 94,519 | 94,519 | ||
Long-term portion at period end | 0 | 0 | ||
Fair Value, Recurring | Level 3 | Convertible Notes Receivable | ||||
Assets Measured on Recurring Basis | ||||
As of beginning period | 2,775 | |||
Payments | 0 | |||
Changes in fair value | (11) | |||
Total at period end | 2,764 | 2,764 | ||
Less current portion at period end | 2,495 | 2,495 | ||
Long-term portion at period end | $ 269 | $ 269 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Sep. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 17, 2020USD ($) |
Embedded exchange feature | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
10 percent decrease in stock price volatility, fair value | $ 133,300,000 | ||
10 percent increase in stock price volatility, fair value | 170,200,000 | ||
Capped call derivatives | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
10 percent decrease in stock price volatility, fair value | 101,300,000 | ||
10 percent increase in stock price volatility, fair value | $ 86,800,000 | ||
Measurement Input, Stock Price Volatility | Embedded exchange feature | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.32 | ||
Measurement Input, Stock Price Volatility | Capped call derivatives | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 0.32 | ||
Senior Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, face amount | $ 287,500,000 | ||
2020 Cash Exchangeable Senior Notes | Senior Notes | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Debt instrument, face amount | $ 287,500,000 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Contingent Consideration by Acquisition (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | $ 104,080 | $ 89,850 |
Fair Value, Recurring | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | 115,573 | 103,818 |
Fair Value, Recurring | Level 3 | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | 115,573 | 103,818 |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | 115,573 | 103,818 |
ImThera Medical, Inc. (“ImThera”) | Fair Value, Recurring | Level 3 | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | 104,080 | 89,436 |
CardiacAssist, Inc., doing business as TandemLife (“TandemLife”) | Fair Value, Recurring | Level 3 | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | 11,493 | 8,809 |
Miami Instruments | Fair Value, Recurring | Level 3 | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Contingent consideration | $ 0 | $ 5,573 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Valuations (Details) - Level 3 | Sep. 30, 2021 |
ImThera Medical, Inc. (“ImThera”) | Discounted cash flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.038 |
ImThera Medical, Inc. (“ImThera”) | Discounted cash flow | Probability of payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.85 |
ImThera Medical, Inc. (“ImThera”) | Monte Carlo simulation | Probability of payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.85 |
ImThera Medical, Inc. (“ImThera”) | Monte Carlo simulation | Revenue volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.325 |
ImThera Medical, Inc. (“ImThera”) | Minimum | Monte Carlo simulation | Risk-adjusted discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.120 |
ImThera Medical, Inc. (“ImThera”) | Minimum | Monte Carlo simulation | Credit risk discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.042 |
ImThera Medical, Inc. (“ImThera”) | Maximum | Monte Carlo simulation | Risk-adjusted discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.126 |
ImThera Medical, Inc. (“ImThera”) | Maximum | Monte Carlo simulation | Credit risk discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.051 |
CardiacAssist, Inc., doing business as TandemLife (“TandemLife”) | Discounted cash flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.023 |
CardiacAssist, Inc., doing business as TandemLife (“TandemLife”) | Discounted cash flow | Probability of payment | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.90 |
Financing Arrangements - Schedu
Financing Arrangements - Schedule of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Jun. 17, 2020 |
Debt Instrument [Line Items] | |||
Total long-term facilities | $ 234,407 | $ 650,675 | |
Less current portion of long-term debt | 223,610 | 8,377 | |
Long-term debt obligations | $ 10,797 | 642,298 | |
Bank of America Merrill Lynch Banco Múltiplo S.A. | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 4.32% | ||
Mediocredito Italiano | Minimum | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 0.50% | ||
Mediocredito Italiano | Maximum | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 2.74% | ||
Bank of America, U.S. | |||
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 2.66% | ||
Secured Debt | |||
Debt Instrument [Line Items] | |||
Total long-term facilities | $ 0 | 424,002 | |
Senior Notes | |||
Debt Instrument [Line Items] | |||
Total long-term facilities | $ 221,704 | 212,073 | |
Interest rate, stated percentage | 3.00% | 3.00% | |
Loans Payable | Bank of America Merrill Lynch Banco Múltiplo S.A. | |||
Debt Instrument [Line Items] | |||
Total long-term facilities | $ 6,237 | 6,515 | |
Loans Payable | Mediocredito Italiano | |||
Debt Instrument [Line Items] | |||
Total long-term facilities | 4,380 | 5,406 | |
Loans Payable | Bank of America, U.S. | |||
Debt Instrument [Line Items] | |||
Total long-term facilities | 1,510 | 2,019 | |
Other | |||
Debt Instrument [Line Items] | |||
Total long-term facilities | $ 576 | $ 660 |
Financing Arrangements - Narrat
Financing Arrangements - Narrative (Details) | Aug. 12, 2021USD ($) | Jun. 17, 2020USD ($) | Sep. 30, 2021USD ($)claim$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)claim$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021£ / shares | Aug. 13, 2021USD ($) | Dec. 31, 2020USD ($) |
Debt Instrument [Line Items] | |||||||||
Loss on debt extinguishment | $ (60,238,000) | $ 0 | $ (60,238,000) | $ (1,407,000) | |||||
Premium payment | 35,594,000 | 0 | |||||||
Proceeds from long-term debt obligations | 0 | 886,899,000 | |||||||
Amortization of debt issuance costs | $ 13,087,000 | 5,468,000 | |||||||
Capped call derivatives | |||||||||
Debt Instrument [Line Items] | |||||||||
Derivative, cap price per share | $ / shares | $ 100 | $ 100 | |||||||
Derivative asset | $ 94,500,000 | $ 94,500,000 | |||||||
Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (percent) | 9.95% | 9.95% | |||||||
Debt instrument, face amount | $ 287,500,000 | ||||||||
Interest rate, stated percentage | 3.00% | 3.00% | 3.00% | ||||||
Proceeds from long-term debt obligations | $ 278,000,000 | ||||||||
Debt discounts and issuance costs | 82,000,000 | ||||||||
Unamortized discount | 75,000,000 | ||||||||
Debt issuance costs, net | $ 7,000,000 | ||||||||
Amortization of debt issuance costs | $ 3,300,000 | $ 3,000,000 | $ 9,600,000 | $ 3,400,000 | |||||
Unamortized discount (premium), net | $ 65,800,000 | $ 65,800,000 | |||||||
Redemption, threshold par value | £ / shares | £ 1 | ||||||||
Redemption price, percentage of exchange price | 130.00% | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 79.27 | $ 79.27 | |||||||
Redemption, threshold trading days | claim | 20 | 20 | |||||||
Redemption, threshold consecutive trading days | claim | 30 | 30 | |||||||
Option to exchange, price per share | $ / shares | $ 60.98 | $ 60.98 | |||||||
Redemption price, percentage | 100.00% | ||||||||
Fair value of embedded derivative liability | $ 150,700,000 | $ 150,700,000 | |||||||
Debt instrument, exchangeable, conversion ratio | 0.016398 | ||||||||
Secured Debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Loss on debt extinguishment | $ 58,600,000 | 58,600,000 | |||||||
Repayments of debt | $ 450,000,000 | ||||||||
Premium payment | 35,600,000 | ||||||||
Write off of unamortized debt issuance costs | 23,000,000 | ||||||||
Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Short-term debt | 4,200,000 | 4,200,000 | $ 5,000,000 | ||||||
Line of credit, maximum borrowing capacity | $ 125,000,000 | ||||||||
Termination of debt | $ 50,000,000 | ||||||||
Loss on debt extinguishment | $ 1,600,000 | $ 1,600,000 | |||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 0.00% | ||||||||
Revolving Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (percent) | 3.06% | 3.06% | |||||||
Revolving Credit Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (percent) | 7.30% | 7.30% | |||||||
Debt instrument, term | 364 days | ||||||||
Net leverage ratio | 4.50 |
Derivatives and Risk Manageme_3
Derivatives and Risk Management - Narrative (Details) - Foreign Exchange Contract - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Foreign exchange and other gains | |||||
Derivative [Line Items] | |||||
Gain (loss) on derivative | $ 2.4 | $ (11.7) | $ 8.4 | $ (4.8) | |
Derivatives Not Designated as Hedging Instruments | |||||
Derivative [Line Items] | |||||
Notional amount | $ 132 | $ 132 | $ 352.6 |
Derivatives and Risk Manageme_4
Derivatives and Risk Management - Derivative Notional Amounts (Details) - Derivatives Designated as Hedging Instruments - Cash Flow Hedging - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative [Line Items] | ||
Notional amount | $ 29,658 | $ 75,626 |
Foreign Exchange Contract | United Kingdom, Pounds | ||
Derivative [Line Items] | ||
Notional amount | 5,380 | 9,545 |
Foreign Exchange Contract | Japan, Yen | ||
Derivative [Line Items] | ||
Notional amount | 6,946 | 18,637 |
Foreign Exchange Contract | Euro Member Countries, Euro | ||
Derivative [Line Items] | ||
Notional amount | $ 17,332 | $ 47,444 |
Derivatives and Risk Manageme_5
Derivatives and Risk Management - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Cash Flow Hedging | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Losses Recognized in OCI | $ (491) | $ 1,482 | $ (3,335) | $ 632 |
(Losses) Gains Reclassified from AOCI to Earnings | 706 | (158) | (553) | (681) |
Cash Flow Hedging | Foreign Exchange Contract | Foreign exchange and other gains | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Losses Recognized in OCI | (491) | 1,482 | (3,335) | 632 |
(Losses) Gains Reclassified from AOCI to Earnings | 133 | (692) | (2,669) | (777) |
Cash Flow Hedging | Foreign Exchange Contract | SG&A | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Losses Recognized in OCI | 0 | 0 | 0 | 0 |
(Losses) Gains Reclassified from AOCI to Earnings | $ 573 | $ 534 | 2,116 | 209 |
Cash Flow Hedging | Interest Rate Swap Contracts | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Losses Recognized in OCI | 0 | 0 | ||
(Losses) Gains Reclassified from AOCI to Earnings | 0 | $ (113) | ||
Derivatives Designated as Hedging Instruments | Foreign Exchange Contract | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
After-Tax Net Loss in AOCI as of period end | 207 | |||
Amount Expected to be Reclassified to Earnings in Next 12 Months | $ 207 |
Derivatives and Risk Manageme_6
Derivatives and Risk Management - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | $ 95,928 | $ 75,250 |
Total liability derivatives | 151,388 | 130,207 |
Derivatives Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | 272 | 2,893 |
Total liability derivatives | 728 | 14 |
Derivatives Designated as Hedging Instruments | Current derivative assets | Foreign Exchange Contract | ||
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | 272 | 1,998 |
Derivatives Designated as Hedging Instruments | Current derivative liabilities | Foreign Exchange Contract | ||
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | 895 | |
Total liability derivatives | 728 | 14 |
Derivatives Not Designated as Hedging Instruments | ||
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | 95,656 | 72,357 |
Total liability derivatives | 150,660 | 130,193 |
Derivatives Not Designated as Hedging Instruments | Current derivative assets | Foreign Exchange Contract | ||
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | 1,137 | 55 |
Derivatives Not Designated as Hedging Instruments | Current derivative assets | Capped call derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | 94,519 | |
Derivatives Not Designated as Hedging Instruments | Current derivative liabilities | Foreign Exchange Contract | ||
Derivatives, Fair Value [Line Items] | ||
Total liability derivatives | 9 | 4,073 |
Derivatives Not Designated as Hedging Instruments | Current derivative liabilities | Embedded exchange feature | ||
Derivatives, Fair Value [Line Items] | ||
Total liability derivatives | $ 150,651 | |
Derivatives Not Designated as Hedging Instruments | Current derivative liabilities | Other derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Total liability derivatives | 4,106 | |
Derivatives Not Designated as Hedging Instruments | Current derivative liabilities | Interest rate swap contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total liability derivatives | 74 | |
Derivatives Not Designated as Hedging Instruments | Long-term derivative liability | Embedded exchange feature | ||
Derivatives, Fair Value [Line Items] | ||
Total liability derivatives | 121,756 | |
Derivatives Not Designated as Hedging Instruments | Long-term derivative liability | Other derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Total liability derivatives | 184 | |
Derivatives Not Designated as Hedging Instruments | Long-term derivative assets | Capped call derivatives | ||
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | $ 72,302 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) € in Thousands, $ in Thousands | Nov. 02, 2021claim | Mar. 29, 2019USD ($) | Apr. 01, 2016EUR (€) | Jan. 31, 2021EUR (€)repository_site | Jan. 31, 2020USD ($) | Jul. 31, 2019USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Mar. 05, 2019EUR (€) | Aug. 27, 2015non-conformity |
Other Commitments [Line Items] | ||||||||||||||
Product remediation liability, net | $ 500 | |||||||||||||
Litigation provision, net | $ 0 | $ 0 | ||||||||||||
Reimbursed legal fees | € 292 | 338 | ||||||||||||
Environmental maintenance | € | € 1,000 | |||||||||||||
Pending Litigation | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Estimate of possible loss | 662,800 | € 572,100 | ||||||||||||
Subsequent Event | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Pending claims, number | claim | 85 | |||||||||||||
Number of settled claims | claim | 8 | |||||||||||||
Saluggia, Italy | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Number of national repository sites | repository_site | 67 | |||||||||||||
Litigation provision, net | $ 42,200 | $ 43,000 | ||||||||||||
Estimated provision | 40,200 | |||||||||||||
Saluggia, Italy | Minimum | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Estimated provision | 43,000 | |||||||||||||
Saluggia, Italy | Maximum | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Estimated provision | 55,000 | |||||||||||||
FDA Warning Letter | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Number of observed non-conformities | non-conformity | 2 | |||||||||||||
Product Liability | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Litigation provision, net | $ 29,400 | |||||||||||||
Litigation settlement, amount awarded to other party | $ 225,000 | |||||||||||||
Litigation provision liability | $ 36,490 | 40,214 | $ 36,490 | |||||||||||
Product Liability | First Payment | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Payments for legal settlements | $ 135,000 | |||||||||||||
Product Liability | Second Payment | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Payments for legal settlements | $ 90,000 | |||||||||||||
SNIA | Pending Litigation | SNIA s.p.a | ||||||||||||||
Other Commitments [Line Items] | ||||||||||||||
Compensation sought | $ 4,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Product Liability (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Loss Contingency Accrual [Roll Forward] | |||||
Less current portion of litigation liability at period end | $ 33,526 | $ 33,526 | |||
Long-term portion of litigation provisions liability at period end | 6,688 | 6,688 | |||
Litigation provision, net | $ 0 | $ 0 | |||
Operating Segments | Cardiovascular | |||||
Loss Contingency Accrual [Roll Forward] | |||||
Litigation provision, net | (200) | $ (3,000) | (32,300) | $ (4,000) | |
Product Liability | |||||
Loss Contingency Accrual [Roll Forward] | |||||
Total litigation provision liability at beginning of period | 36,490 | ||||
Payments | (28,303) | ||||
Adjustments | 32,254 | ||||
FX and other | (227) | ||||
Total litigation provision liability at end of period | $ 40,214 | $ 40,214 | |||
Litigation provision, net | $ 29,400 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | Aug. 06, 2021USD ($)$ / sharesshares | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021£ / sharesshares | Dec. 31, 2020£ / sharesshares |
Equity [Abstract] | |||||
Proceeds from issuance of ordinary shares | $ 322,600 | $ 324,180 | $ 0 | ||
Class of Stock [Line Items] | |||||
Ordinary shares issued (in shares) | shares | 4,181,818 | 53,731,820 | 49,447,473 | ||
Ordinary shares, par value (in pounds per share) | (per share) | $ 1 | £ 1 | £ 1 | ||
Offering price (in dollars per share) | $ / shares | $ 82.50 | ||||
Proceeds from issuance of ordinary shares | $ 322,600 | 324,180 | 0 | ||
Repayments of debt | $ 451,396 | $ 481,360 | |||
Senior Loans | |||||
Class of Stock [Line Items] | |||||
Repayments of debt | $ 450,000 |
Stockholders' Equity - Statemen
Stockholders' Equity - Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 49,447,473 | ||||
Beginning balance | $ 1,040,470 | $ 1,333,186 | $ 1,383,717 | $ 1,118,829 | $ 1,383,717 |
Issuance of shares | 322,606 | 322,606 | |||
Stock-based compensation plans | 11,555 | 7,674 | 22,946 | 23,889 | |
Cancellation of shares | 0 | 0 | |||
Net income (loss) | (42,237) | (14,772) | (127,253) | (65,182) | |
Other comprehensive income | $ (19,896) | 24,704 | $ (24,630) | 9,007 | |
Ending balance (in shares) | 53,731,820 | 53,731,820 | |||
Ending balance | $ 1,312,498 | $ 1,350,792 | $ 1,312,498 | 1,350,792 | |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-13 [Member] | ||||
Cumulative Effect, Period of Adoption, Adjustment | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | $ (639) | $ (639) | |||
Ordinary Shares | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance (in shares) | 49,523,000 | 49,476,000 | 49,411,000 | 49,447,000 | 49,411,000 |
Beginning balance | $ 76,405 | $ 76,338 | $ 76,257 | $ 76,300 | $ 76,257 |
Issuance of shares (in shares) | 4,182,000 | 4,182,000 | |||
Issuance of shares | $ 5,808 | $ 5,808 | |||
Stock-based compensation plans (in shares) | 27,000 | 0 | 103,000 | 65,000 | |
Stock-based compensation plans | $ 41 | $ 0 | $ 146 | $ 81 | |
Cancellation of shares (in shares) | 73,000 | 73,000 | |||
Ending balance (in shares) | 53,732,000 | 49,403,000 | 53,732,000 | 49,403,000 | |
Ending balance | $ 82,254 | $ 76,338 | $ 82,254 | $ 76,338 | |
Additional Paid-In Capital | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | 1,779,113 | 1,750,798 | 1,734,870 | 1,768,156 | 1,734,870 |
Issuance of shares | 316,798 | 316,798 | |||
Stock-based compensation plans | 11,480 | 7,670 | 22,437 | 23,598 | |
Ending balance | 2,107,391 | 1,758,468 | 2,107,391 | 1,758,468 | |
Treasury Stock | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | (705) | (1,057) | (1,263) | (1,034) | (1,263) |
Stock-based compensation plans | 34 | 4 | 363 | 210 | |
Ending balance | (671) | (1,053) | (671) | (1,053) | |
Accumulated Other Comprehensive Income (Loss) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | 23,075 | (35,089) | (19,392) | 27,809 | (19,392) |
Other comprehensive income | (19,896) | 24,704 | (24,630) | 9,007 | |
Ending balance | 3,179 | (10,385) | 3,179 | (10,385) | |
Accumulated Deficit | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | (837,418) | (457,804) | (406,755) | (752,402) | (406,755) |
Net income (loss) | (14,772) | (65,182) | |||
Ending balance | $ (879,655) | $ (472,576) | $ (879,655) | (472,576) | |
Accumulated Deficit | Cumulative Effect, Period of Adoption, Adjustment | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Beginning balance | $ (639) | $ (639) |
Stockholders' Equity - Comprehe
Stockholders' Equity - Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | $ 1,040,470 | $ 1,333,186 | $ 1,118,829 | $ 1,383,717 |
Other comprehensive loss before reclassifications, before tax | (25,851) | 8,640 | ||
Tax benefit | 801 | (152) | ||
Other comprehensive loss before reclassifications, net of tax | (25,050) | 8,488 | ||
Reclassification from AOCI, Current Period, before Tax, Attributable to Parent | 553 | 681 | ||
Reclassification of tax benefit | (133) | (162) | ||
Reclassification of loss from accumulated other comprehensive income, after tax | 420 | 519 | ||
Total other comprehensive (loss) income | (19,896) | 24,704 | (24,630) | 9,007 |
Ending balance | 1,312,498 | 1,350,792 | 1,312,498 | 1,350,792 |
Total | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 23,075 | (35,089) | 27,809 | (19,392) |
Total other comprehensive (loss) income | (19,896) | 24,704 | (24,630) | 9,007 |
Ending balance | 3,179 | (10,385) | 3,179 | (10,385) |
Change in Unrealized Gain (Loss) on Derivatives | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 2,319 | 513 | ||
Other comprehensive loss before reclassifications, before tax | (3,335) | 632 | ||
Tax benefit | 801 | (152) | ||
Other comprehensive loss before reclassifications, net of tax | (2,534) | 480 | ||
Reclassification from AOCI, Current Period, before Tax, Attributable to Parent | 553 | 681 | ||
Reclassification of tax benefit | (133) | (162) | ||
Reclassification of loss from accumulated other comprehensive income, after tax | 420 | 519 | ||
Total other comprehensive (loss) income | (2,114) | 999 | ||
Ending balance | 205 | 1,512 | 205 | 1,512 |
Foreign Currency Translation Adjustments Gain (Loss) | ||||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||
Beginning balance | 25,490 | (19,905) | ||
Other comprehensive loss before reclassifications, before tax | (22,516) | 8,008 | ||
Tax benefit | 0 | 0 | ||
Other comprehensive loss before reclassifications, net of tax | (22,516) | 8,008 | ||
Reclassification from AOCI, Current Period, before Tax, Attributable to Parent | 0 | 0 | ||
Reclassification of tax benefit | 0 | 0 | ||
Reclassification of loss from accumulated other comprehensive income, after tax | 0 | 0 | ||
Total other comprehensive (loss) income | (22,516) | 8,008 | ||
Ending balance | $ 2,974 | $ (11,897) | $ 2,974 | $ (11,897) |
Stock-Based Incentive Plans - C
Stock-Based Incentive Plans - Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, compensation cost | $ 3,900 | $ 7,300 | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, vesting period | 2 years | |||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, vesting period | 4 years | |||
Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 11,122 | $ 7,810 | $ 30,574 | $ 26,845 |
Service-based restricted stock units (“RSUs”) | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 4,757 | 4,410 | 14,804 | 13,139 |
Service-based stock appreciation rights (“SARs”) | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 3,053 | 3,211 | $ 9,439 | 9,185 |
Market performance-based restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, vesting period | 3 years | |||
Market performance-based restricted stock units | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 925 | 814 | $ 2,586 | 2,745 |
Operating performance-based restricted stock units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement, vesting period | 3 years | |||
Operating performance-based restricted stock units | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 2,072 | (962) | $ 2,578 | 882 |
Employee share purchase plan | Continuing Operations | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 315 | $ 337 | $ 1,167 | $ 894 |
Stock-Based Incentive Plans - E
Stock-Based Incentive Plans - Executed Agreements (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Service-based restricted stock units (“RSUs”) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares (in shares) | shares | 594,617 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 29.22 |
Service-based stock appreciation rights (“SARs”) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares (in shares) | shares | 349,609 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 73.94 |
Market performance-based restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares (in shares) | shares | 47,916 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 114.74 |
Operating performance-based restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares (in shares) | shares | 76,040 |
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 73.25 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Effective tax rate (percent) | (5.20%) | 21.30% | (7.70%) | (37.90%) | |
Valuation allowance | $ 74.5 | $ 74.5 | |||
Tax benefit, CARES Act | 42.4 | ||||
Unrecognized tax benefits | 3.2 | 3.2 | $ 3.4 | ||
Unrecognized tax benefits, potential decrease amount | $ 1.5 | $ 1.5 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Basic weighted average shares outstanding (in shares) | 51,582 | 48,652 | 49,748 | 48,582 |
Diluted weighted average shares outstanding (in shares) | 51,582 | 48,652 | 49,748 | 48,582 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock Compensation Plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 3.7 | 4.1 | 4 | 4.2 |
Geographic and Segment Inform_3
Geographic and Segment Information - Segment Info (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021USD ($)geographic_region | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)geographic_regionsegment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Segment Reporting Information [Line Items] | |||||
Reportable segments | segment | 2 | ||||
Number of geographic regions in which entity operates | geographic_region | 3 | 3 | |||
Net sales | $ 253,215 | $ 240,083 | $ 765,301 | $ 664,686 | |
Amortization of intangibles | 0 | 0 | |||
Restructuring charges | 88 | 0 | 9,781 | 0 | |
Operating income (loss) from continuing operations | 17,868 | (7,508) | (21,416) | (22,137) | |
Interest income | 178 | 47 | 293 | 482 | |
Interest expense | (11,355) | (14,673) | (43,806) | (25,237) | |
Loss on debt extinguishment | (60,238) | 0 | (60,238) | (1,407) | |
Foreign exchange and other gains | 13,436 | 3,420 | 7,117 | 1,914 | |
Loss from continuing operations before tax | (40,111) | (18,714) | (118,050) | (46,385) | |
Litigation provision, net | 0 | 0 | |||
Assets | 2,203,409 | 2,203,409 | $ 2,411,351 | ||
Operating Segments | Cardiovascular | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 138,634 | 140,878 | 427,675 | 417,482 | |
Restructuring charges | 53 | 2,882 | |||
Litigation provision, net | (200) | (3,000) | (32,300) | (4,000) | |
Operating Segments | Neuromodulation | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 113,287 | 98,408 | 334,622 | 245,277 | |
Restructuring charges | (28) | 1,493 | |||
Other | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 1,294 | 797 | 3,004 | 1,927 | |
Restructuring charges | 63 | 5,406 | |||
Continuing Operations | |||||
Segment Reporting Information [Line Items] | |||||
Total reportable segment income from continuing operations | 24,625 | 2,922 | 9,136 | 15,850 | |
Other expenses | 6,757 | 10,430 | 30,552 | 37,987 | |
Operating income (loss) from continuing operations | 17,868 | (7,508) | (21,416) | (22,137) | |
Capital expenditures | 3,537 | 9,217 | 14,783 | 28,236 | |
Continuing Operations | Operating Segments | Cardiovascular | |||||
Segment Reporting Information [Line Items] | |||||
Total reportable segment income from continuing operations | 15,682 | (7,311) | (7,033) | (8,037) | |
Assets | 1,232,299 | 1,232,299 | 1,361,669 | ||
Capital expenditures | 3,388 | 7,040 | 11,955 | 17,777 | |
Continuing Operations | Operating Segments | Neuromodulation | |||||
Segment Reporting Information [Line Items] | |||||
Total reportable segment income from continuing operations | 36,155 | 21,154 | 108,278 | 82,294 | |
Assets | 652,951 | 652,951 | 673,586 | ||
Capital expenditures | 45 | 1,210 | 136 | 7,285 | |
Continuing Operations | Other | |||||
Segment Reporting Information [Line Items] | |||||
Total reportable segment income from continuing operations | (27,212) | (10,921) | (92,109) | (58,407) | |
Assets | 318,159 | 318,159 | $ 376,096 | ||
Capital expenditures | 104 | 967 | 2,692 | 3,174 | |
United States | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 143,792 | 128,863 | 421,471 | 330,633 | |
United States | Operating Segments | Cardiovascular | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 55,068 | 49,009 | 158,668 | 133,288 | |
United States | Operating Segments | Neuromodulation | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 88,724 | 79,854 | 262,803 | 197,345 | |
Europe | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 45,721 | 48,529 | 152,576 | 138,606 | |
Europe | Operating Segments | Cardiovascular | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 33,205 | 38,054 | 113,777 | 111,132 | |
Europe | Operating Segments | Neuromodulation | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 12,516 | 10,475 | 38,799 | 27,474 | |
Rest of World | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 63,702 | 62,691 | 191,254 | 195,447 | |
Rest of World | Operating Segments | Cardiovascular | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 50,361 | 53,815 | 155,230 | 173,062 | |
Rest of World | Operating Segments | Neuromodulation | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 12,047 | 8,079 | 33,020 | 20,458 | |
Cardiopulmonary | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 123,235 | 107,200 | 349,830 | 324,623 | |
Cardiopulmonary | United States | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 40,143 | 33,549 | 113,290 | 96,223 | |
Cardiopulmonary | Europe | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 32,850 | 29,947 | 98,609 | 87,475 | |
Cardiopulmonary | Rest of World | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 50,242 | 43,704 | 137,931 | 140,925 | |
Heart Valves | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 0 | 21,136 | 36,179 | 63,813 | |
Heart Valves | United States | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 0 | 3,129 | 4,929 | 8,990 | |
Heart Valves | Europe | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 0 | 7,945 | 14,407 | 22,822 | |
Heart Valves | Rest of World | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 0 | 10,062 | 16,843 | 32,001 | |
Advanced Circulatory Support | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 15,399 | 12,542 | 41,666 | 29,046 | |
Advanced Circulatory Support | United States | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 14,925 | 12,331 | 40,449 | 28,075 | |
Advanced Circulatory Support | Europe | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 355 | 162 | 761 | 835 | |
Advanced Circulatory Support | Rest of World | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 119 | $ 49 | $ 456 | $ 136 |
Geographic and Segment Inform_4
Geographic and Segment Information - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill | |
Goodwill, beginning | $ 922,318 |
Foreign currency adjustments | (17,164) |
Goodwill, ending | 905,154 |
Cardiovascular | |
Goodwill | |
Goodwill, beginning | 523,564 |
Foreign currency adjustments | (17,164) |
Goodwill, ending | 506,400 |
Neuromodulation | |
Goodwill | |
Goodwill, beginning | 398,754 |
Foreign currency adjustments | 0 |
Goodwill, ending | $ 398,754 |
Geographic and Segment Inform_5
Geographic and Segment Information - Geographic Areas (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 152,728 | $ 163,805 |
United States | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 61,877 | 64,553 |
Europe | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | 85,460 | 93,821 |
Rest of World | ||
Segment Reporting Information [Line Items] | ||
Property, plant and equipment, net | $ 5,391 | $ 5,431 |
Supplemental Financial Inform_3
Supplemental Financial Information - Summary of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 41,524 | $ 43,257 |
Work-in-process | 11,559 | 8,055 |
Finished goods | 70,650 | 75,363 |
Inventory, Net | 123,733 | 126,675 |
Provision for obsolescence | $ 4,400 | $ 6,600 |
Supplemental Financial Inform_4
Supplemental Financial Information - Summary of Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balance Sheet Related Disclosures [Abstract] | ||
Legal and administrative costs | $ 20,563 | $ 15,820 |
Operating lease liabilities | 11,581 | 11,276 |
Contingent consideration | 11,493 | 13,968 |
Contract liabilities | 8,194 | 6,929 |
Amount payable to Gyrus Capital S.A. | 6,625 | 0 |
Research and development costs | 5,505 | 4,257 |
Restructuring related liabilities | 3,317 | 6,258 |
Provisions for agents, returns and other | 2,486 | 3,063 |
Other accrued expenses | 27,740 | 26,465 |
Accrued liabilities | 97,504 | 88,036 |
Contract liability | $ 9,800 | $ 8,600 |
Supplemental Financial Inform_5
Supplemental Financial Information - Foreign Exchange (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Dividend income | $ 287 | $ 0 | $ 3,420 | $ 0 |
Foreign exchange rate fluctuations | (782) | (1,608) | 352 | (4,369) |
Investment revaluation | 0 | 0 | 4,642 | 0 |
Debt issuance costs | (1,875) | (20,412) | ||
Other | (17) | 201 | 1,091 | (1,345) |
Foreign exchange and other gains | 13,436 | 3,420 | 7,117 | 1,914 |
Other Derivative Liabilities | ||||
Debt Instrument [Line Items] | ||||
Changes in fair value | 200 | (1,350) | 4,290 | (1,350) |
Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Debt issuance costs | 0 | 0 | 0 | (2,478) |
Senior Notes | Embedded Exchange Feature Derivative Liability | ||||
Debt Instrument [Line Items] | ||||
Changes in fair value | 23,489 | 12,103 | (28,895) | 15,553 |
Capped call derivatives | Capped Call Derivative Asset | ||||
Debt Instrument [Line Items] | ||||
Changes in fair value | $ (9,741) | $ (5,926) | $ 22,217 | $ (4,097) |