Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Oct. 21, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CONMED CORP | |
Entity Central Index Key | 816,956 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 27,704,856 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Net sales | $ 169,184 | $ 174,961 | $ 528,151 | $ 545,052 |
Cost of sales | 75,638 | 78,547 | 248,825 | 245,028 |
Gross profit | 93,546 | 96,414 | 279,326 | 300,024 |
Selling and administrative expense | 72,056 | 87,055 | 220,423 | 243,653 |
Research and development expense | 6,652 | 6,910 | 20,695 | 20,674 |
Total operating expenses | 78,708 | 93,965 | 241,118 | 264,327 |
Income from operations | 14,838 | 2,449 | 38,208 | 35,697 |
Interest expense | 1,504 | 1,540 | 4,453 | 4,572 |
Income before income taxes | 13,334 | 909 | 33,755 | 31,125 |
Provision (benefit) for income taxes | 4,461 | (1,063) | 11,109 | 10,272 |
Net income | 8,873 | 1,972 | 22,646 | 20,853 |
Comprehensive income (loss) | $ 3,741 | $ (4,173) | $ 8,656 | $ 17,001 |
Per share data: | ||||
Basic (in dollars per share) | $ 0.32 | $ 0.07 | $ 0.82 | $ 0.76 |
Diluted (in dollars per share) | 0.32 | 0.07 | 0.81 | 0.75 |
Dividends per share of common stock (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.60 | $ 0.60 |
Weighted average common shares: | ||||
Basic (shares) | 27,701 | 27,454 | 27,636 | 27,354 |
Diluted (shares) | 27,898 | 27,688 | 27,853 | 27,777 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 65,326 | $ 66,332 |
Accounts receivable, net | 124,697 | 129,287 |
Inventories | 161,555 | 148,149 |
Deferred income taxes | 12,968 | 14,348 |
Prepaid expenses and other current assets | 19,148 | 23,034 |
Total current assets | 383,694 | 381,150 |
Property, plant and equipment, net | 130,717 | 133,429 |
Deferred income taxes | 1,134 | 1,398 |
Goodwill | 260,755 | 256,232 |
Other intangible assets, net | 308,059 | 316,440 |
Other assets | 9,688 | 9,545 |
Total assets | 1,094,047 | 1,098,194 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current portion of long-term debt | 1,285 | 1,234 |
Accounts payable | 31,588 | 23,752 |
Accrued compensation and benefits | 28,822 | 36,446 |
Income taxes payable | 2,157 | 2,668 |
Other current liabilities | 47,804 | 51,856 |
Total current liabilities | 111,656 | 115,956 |
Long-term debt | 260,545 | 240,201 |
Deferred income taxes | 115,398 | 112,223 |
Other long-term liabilities | 29,023 | 48,516 |
Total liabilities | $ 516,622 | $ 516,896 |
Commitments and contingencies | ||
Preferred stock, par value $.01 per share; authorized 500,000 shares; none outstanding | $ 0 | $ 0 |
Common stock, par value $.01 per share; 100,000,000 shares authorized; 31,299,194 shares issued in 2015 and 2014, respectively | 313 | 313 |
Paid-in capital | 319,710 | 319,752 |
Retained earnings | 412,196 | 406,145 |
Accumulated other comprehensive loss | (53,812) | (39,822) |
Less: 3,598,089 and 3,744,473 shares of common stock in treasury, at cost in 2015 and 2014, respectively | (100,982) | (105,090) |
Total shareholders' equity | 577,425 | 581,298 |
Total liabilities and shareholders' equity | $ 1,094,047 | $ 1,098,194 |
Consolidated Condensed Balance4
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,299,194 | 31,299,194 |
Treasury stock, shares | 3,598,089 | 3,744,473 |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net income | $ 22,646 | $ 20,853 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 13,919 | 14,702 |
Amortization | 18,389 | 19,318 |
Stock-based compensation | 5,561 | 7,691 |
Deferred income taxes | 4,159 | (1,121) |
Increase (decrease) in cash flows from changes in assets and liabilities, net of acquisitions: | ||
Accounts receivable | 310 | 13,699 |
Inventories | (25,129) | (30,023) |
Accounts payable | 7,992 | 1,812 |
Income taxes receivable (payable) | (152) | 891 |
Accrued compensation and benefits | (7,040) | (2,507) |
Other assets | 2,431 | 375 |
Other liabilities | (4,366) | (6,161) |
Total operating | 16,074 | 18,676 |
Net cash provided by operating activities | 38,720 | 39,529 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (11,478) | (12,250) |
Payments related to business acquisitions | (6,104) | (1,245) |
Net cash used in investing activities | (17,582) | (13,495) |
Cash flows from financing activities: | ||
Net proceeds from common stock issued under employee plans | 664 | 1,716 |
Repurchase of common stock | 0 | (16,862) |
Payments on mortgage notes | (605) | (558) |
Proceeds from senior credit agreement | 21,000 | 33,000 |
Payments related to distribution agreement | (16,667) | (16,667) |
Payments related to contingent consideration | (2,423) | 0 |
Payments related to debt issuance costs | (1,410) | 0 |
Dividends paid on common stock | (16,565) | (16,455) |
Other, net | 751 | 3,220 |
Net cash used in financing activities | (15,255) | (12,606) |
Effect of exchange rate changes on cash and cash equivalents | (6,889) | (3,257) |
Net increase (decrease) in cash and cash equivalents | (1,006) | 10,171 |
Cash and cash equivalents at beginning of period | 66,332 | 54,443 |
Cash and cash equivalents at end of period | 65,326 | 64,614 |
Non-cash financing activities: | ||
Dividends payable | $ 5,540 | $ 5,504 |
Operations
Operations | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations | Operations CONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery and gastroenterology. |
Interim Financial Information
Interim Financial Information | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim financial information | Interim Financial Information The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. Results for the period ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 . The consolidated condensed financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2014 included in our Annual Report on Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no impact on net earnings or shareholders' equity as previously reported. |
Comprehensive Income
Comprehensive Income | 9 Months Ended |
Sep. 30, 2015 | |
Comprehensive Income (Loss) [Abstract] | |
Comprehensive Income | Comprehensive Income Comprehensive income consists of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income $ 8,873 $ 1,972 $ 22,646 $ 20,853 Other comprehensive income (loss): Pension liability, net of income tax (income tax expense of $298 and $138 for the three months ended September 30, 2015 and 2014, respectively, and $896 and $454 for the nine months ended September 30, 2015 and 2014, respectively) 510 237 1,529 776 Cash flow hedging gain (loss), net of income tax (income tax expense (benefit) of ($212) and $2,090 for the three months ended September 30, 2015 and 2014, respectively, and ($560) and $2,205 for the nine months ended September 30, 2015 and 2014, respectively) (361 ) 3,566 (956 ) 3,763 Foreign currency translation adjustment (5,281 ) (9,948 ) (14,563 ) (8,391 ) Comprehensive income (loss) $ 3,741 $ (4,173 ) $ 8,656 $ 17,001 Accumulated other comprehensive loss consists of the following: Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2014 $ 3,276 $ (30,760 ) $ (12,338 ) $ (39,822 ) Other comprehensive income (loss) before reclassifications 3,666 — (14,563 ) (10,897 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a (7,330 ) 2,425 — (4,905 ) Income tax 2,708 (896 ) — 1,812 Net current-period other comprehensive income (loss) (956 ) 1,529 (14,563 ) (13,990 ) Balance, September 30, 2015 $ 2,320 $ (29,231 ) $ (26,901 ) $ (53,812 ) Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2013 $ (1,385 ) $ (18,918 ) $ 2,731 $ (17,572 ) Other comprehensive income (loss) before reclassifications 3,477 — (8,391 ) (4,914 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a 454 1,230 — 1,684 Income tax (168 ) (454 ) — (622 ) Net current-period other comprehensive income (loss) 3,763 776 (8,391 ) (3,852 ) Balance, September 30, 2014 $ 2,378 $ (18,142 ) $ (5,660 ) $ (21,424 ) (a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income (loss) components are included in sales or cost of sales and as a component of net periodic pension cost (income), respectively. The amounts recorded in the charts above are for the nine months ended September 30, 2015 and 2014 . For the three months ended September 30, 2015 , $2.3 million of the cash flow hedging gain and $0.8 million of the pension liability were reclassified from accumulated other comprehensive loss to the statement of income. For the three months ended September 30, 2014 , $0.1 million of the cash flow hedging gain and $0.4 million of the pension liability were reclassified from accumulated other comprehensive loss to the statement of income. Refer to Note 4 and Note 9, respectively, for further details. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We enter into derivative instruments for risk management purposes only. We operate internationally and, in the normal course of business, are exposed to fluctuations in interest rates, foreign exchange rates and commodity prices. These fluctuations can increase the costs of financing, investing and operating the business. We use forward contracts, a type of derivative instrument, to manage certain foreign currency exposures. By nature, all financial instruments involve market and credit risks. We enter into forward contracts with major investment grade financial institutions and have policies to monitor the credit risk of those counterparties. While there can be no assurance, we do not anticipate any material non-performance by any of these counterparties. Foreign Currency Forward Contracts. We hedge forecasted intercompany sales denominated in foreign currencies through the use of forward contracts. We account for these forward contracts as cash flow hedges. To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in current earnings but are included in accumulated other comprehensive loss. These changes in fair value will be recognized into earnings as a component of sales or cost of sales when the forecasted transaction occurs. The notional contract amounts for forward contracts outstanding at September 30, 2015 which have been accounted for as cash flow hedges totaled $98.1 million . Net realized gains (losses) recognized for forward contracts accounted for as cash flow hedges approximated $2.3 million and $0.1 million for the three months ended September 30, 2015 and 2014 , respectively, and $7.3 million and $(0.5) million for the nine months ended September 30, 2015 and 2014 , respectively. Net unrealized gains on forward contracts outstanding, which have been accounted for as cash flow hedges and which have been included in other comprehensive income totaled $2.3 million at September 30, 2015 . It is expected these unrealized gains will be recognized in the consolidated condensed statement of comprehensive income in 2015 and 2016. We also enter into forward contracts to exchange foreign currencies for United States dollars in order to hedge our currency transaction exposures on intercompany receivables denominated in foreign currencies. These forward contracts settle each month at month-end, at which time we enter into new forward contracts. We have not designated these forward contracts as hedges and have not applied hedge accounting to them. The notional contract amounts for forward contracts outstanding at September 30, 2015 which have not been designated as hedges totaled $27.7 million . Net realized gains recognized in connection with those forward contracts not accounted for as hedges approximated $0.9 million and $0.3 million for the three months ended September 30, 2015 and 2014 , respectively, offsetting losses on our intercompany receivables of $(0.8) million and $(0.5) million for the three months ended September 30, 2015 and 2014 , respectively. Net realized gains (losses) recognized in connection with those forward contracts not accounted for as hedges approximated $0.8 million and $(0.3) million for the nine months ended September 30, 2015 and 2014 , respectively, offsetting losses on our intercompany receivables of $(1.1) million and $(0.3) million for the nine months ended September 30, 2015 and 2014 , respectively. These gains and losses have been recorded in selling and administrative expense in the consolidated condensed statements of comprehensive income. We record these forward foreign exchange contracts at fair value; the following tables summarize the fair value for forward foreign exchange contracts outstanding at September 30, 2015 and December 31, 2014 : September 30, 2015 Asset Balance Sheet Location Fair Value Liabilities Balance Sheet Location Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 4,912 Prepaid expenses and other current assets $ (1,233 ) $ 3,679 Derivatives not designated as hedging instruments: Foreign exchange contracts Prepaid expenses and other current assets 5 Prepaid expenses and other current assets (46 ) (41 ) Total derivatives $ 4,917 $ (1,279 ) $ 3,638 December 31, 2014 Asset Balance Sheet Location Fair Value Liabilities Balance Sheet Location Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 6,167 Prepaid expenses and other current assets $ (971 ) $ 5,196 Derivatives not designated as hedging instruments: Foreign exchange contracts Prepaid expenses and other current assets 44 Prepaid expenses and other current assets (61 ) (17 ) Total derivatives $ 6,211 $ (1,032 ) $ 5,179 Our forward foreign exchange contracts are subject to a master netting agreement and qualify for netting in the consolidated balance sheets. Accordingly, at September 30, 2015 and December 31, 2014 , we have recorded the net fair value of $3.6 million and $5.2 million , respectively, in prepaid expenses and other current assets. Fair Value Disclosure. FASB guidance defines fair value and establishes a framework for measuring fair value and related disclosure requirements. This guidance applies when fair value measurements are required or permitted. The guidance indicates, among other things, that a fair value measurement assumes that the transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. Fair value is defined based upon an exit price model. Valuation Hierarchy. A valuation hierarchy was established for disclosure of the inputs to the valuations used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; inputs other than quoted prices that are observable for the asset or liability, including interest rates, yield curves and credit risks or inputs that are derived principally from, or corroborated by, observable market data through correlation. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. There have been no significant changes in the assumptions since the EndoDynamix, Inc. acquisition. Valuation Techniques. Assets and liabilities carried at fair value and measured on a recurring basis as of September 30, 2015 consist of forward foreign exchange contracts and contingent liabilities associated with the EndoDynamix, Inc. acquisition as further described in Note 7. The Company values its forward foreign exchange contracts using quoted prices for similar assets. The most significant assumption is quoted currency rates. The value of the forward foreign exchange contract assets and liabilities were determined within Level 2 of the valuation hierarchy and are listed in the table above. The EndoDynamix, Inc. acquisition involves the potential for the payment of future contingent consideration upon the achievement of certain product development milestones and revenue based payments as further described in Note 7. Contingent consideration is recorded at the estimated fair value of the contingent milestone and revenue based payments on the acquisition date. The fair value of the contingent consideration is remeasured at the estimated fair value at each reporting period with the change in fair value recognized as income or expense within selling and administrative expenses in the consolidated condensed statements of comprehensive income. We measure the initial liability and remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. The carrying amounts reported in our consolidated condensed balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximate fair value. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: September 30, December 31, Raw materials $ 46,893 $ 44,847 Work-in-process 16,089 13,876 Finished goods 98,573 89,426 Total $ 161,555 $ 148,149 |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share (“basic EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding resulting from employee stock options, restricted stock units, performance share units and stock appreciation rights during the period. The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014 . Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income $ 8,873 $ 1,972 $ 22,646 $ 20,853 Basic – weighted average shares outstanding 27,701 27,454 27,636 27,354 Effect of dilutive potential securities 197 234 217 423 Diluted – weighted average shares outstanding 27,898 27,688 27,853 27,777 Net income Basic (per share) $ 0.32 $ 0.07 $ 0.82 $ 0.76 Diluted (per share) 0.32 0.07 0.81 0.75 The shares used in the calculation of diluted EPS exclude options and SARs to purchase shares where the exercise price was greater than the average market price of common shares for the period and the effect of the inclusion would be antidilutive. Such shares were not material in the three and nine months ended September 30, 2015 and 2014 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets The changes in the net carrying amount of goodwill for the nine months ended September 30, 2015 are as follows: Balance as of December 31, 2014 $ 256,232 Goodwill resulting from business acquisitions 5,369 Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment (525 ) Foreign currency translation (321 ) Balance as of September 30, 2015 $ 260,755 Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. During the nine months ended September 30, 2015 , the Company entered into three acquisitions totaling a cash purchase price of $6.1 million . Goodwill resulting from business acquisitions in the nine months ended September 30, 2015 amounted to $5.4 million . The purchase price in a prior acquisition was allocated based on information available at the acquisition date. During the quarter ended March 31, 2015, we recorded a measurement period adjustment, which reduced goodwill by $0.5 million . The amount was not considered material and therefore prior periods have not been revised. Other intangible assets consist of the following: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer relationships $ 136,898 $ (63,260 ) $ 136,126 $ (59,707 ) Promotional, marketing and distribution rights 149,376 (22,500 ) 149,376 (18,000 ) Patents and other intangible assets 63,423 (42,422 ) 63,464 (41,363 ) Unamortized intangible assets : Trademarks and tradenames 86,544 — 86,544 — $ 436,241 $ (128,182 ) $ 435,510 $ (119,070 ) Customer relationships, trademarks and tradenames and patents and other intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses. Promotional, marketing and distribution rights represent intangible assets created under our Sports Medicine Joint Development and Distribution Agreement (the "JDDA") with Musculoskeletal Transplant Foundation (“MTF”). On January 3, 2012, the Company entered into the JDDA with MTF to obtain MTF's worldwide promotion rights with respect to allograft tissues within the field of sports medicine and related products. The initial consideration from the Company included a $63.0 million up-front payment for the rights and certain assets, with an additional $84.0 million contingently payable over a four year period depending on MTF meeting supply targets for tissue. On January 5, 2015 and January 3, 2014, we paid equal installments of $16.7 million and on January 3, 2013, we paid $34.0 million of the additional consideration. The remaining $16.7 million of the additional consideration is due in January 2016 and is accrued in other current liabilities as we believe it is probable MTF will meet the supply targets. On July 30, 2014, the Company purchased the stock of EndoDynamix, Inc., a developer of minimally invasive surgical instruments. The purchase price included $13.9 million in contingent consideration based upon certain milestones being achieved totaling $10.3 million and future royalties to be incurred of $3.6 million . Contingent consideration was valued using a discounted cash flow method. We paid $3.7 million of the milestone payment on October 17, 2014 and another $2.4 million payment on April 13, 2015. We expect the remaining milestones to be achieved, and royalty payments to be made, between 2016 and 2021. The remaining contingent consideration totaled $7.8 million as of September 30, 2015 and is included in other current and other long term liabilities. Amortization expense related to intangible assets which are subject to amortization totaled $3.1 million and $3.3 million in the three months ended September 30, 2015 and 2014 , respectively, and $9.5 million and $9.8 million in the nine months ended September 30, 2015 and 2014 , respectively, and is included as a reduction of revenue (for amortization related to our promotional, marketing and distribution rights) and in selling and administrative expense (for all other intangible assets) in the consolidated condensed statements of comprehensive income. The weighted average amortization period for intangible assets which are amortized is 27 years. Customer relationships are being amortized over a weighted average life of 34 years. Promotional, marketing and distribution rights are being amortized over a weighted average life of 25 years. Patents and other intangible assets are being amortized over a weighted average life of 14 years. Included in patents and other intangible assets at September 30, 2015 is an in-process research and development asset related to the EndoDynamix, Inc. acquisition that is not currently amortized. The estimated intangible asset amortization expense remaining for the year ending December 31, 2015 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total Remaining, 2015 $ 1,436 $ 1,500 $ 2,936 2016 6,877 6,000 12,877 2017 7,309 6,000 13,309 2018 7,279 6,000 13,279 2019 7,279 6,000 13,279 2020 7,186 6,000 13,186 |
Guarantees
Guarantees | 9 Months Ended |
Sep. 30, 2015 | |
Guarantees [Abstract] | |
Guarantees | Guarantees We provide warranties on certain of our products at the time of sale. The standard warranty period for our capital and reusable equipment is generally one year. Liability under service and warranty policies is based upon a review of historical warranty and service claim experience. Adjustments are made to accruals as claim data and historical experience warrant. Changes in the carrying amount of service and product warranties for the nine months ended September 30 , are as follows: 2015 2014 Balance as of January 1, $ 2,286 $ 2,422 Provision for warranties 2,850 2,622 Claims made (2,682 ) (2,703 ) Balance as of September 30, $ 2,454 $ 2,341 |
Pension Plan
Pension Plan | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension Plan | Pension Plan Net periodic pension (income) cost consists of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ 60 $ 68 $ 180 $ 203 Interest cost on projected benefit obligation 849 866 2,546 2,599 Expected return on plan assets (1,424 ) (1,496 ) (4,273 ) (4,489 ) Net amortization and deferral 808 410 2,425 1,230 Net periodic pension (income) cost $ 293 $ (152 ) $ 878 $ (457 ) We do not expect to make any pension contributions during 2015 . |
Restructuring and Other Expense
Restructuring and Other Expense | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring Expenses and Other Operating Expenses [Abstract] | |
Restructuring and Other Expense | Restructuring and Other Expense Restructuring and other expense consists of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restructuring costs included in cost of sales $ 1,316 $ 1,448 $ 5,179 $ 3,754 Restructuring costs $ 1,331 $ 687 $ 9,795 $ 1,855 Management restructuring costs — 11,022 — 11,022 Patent dispute and other matters — 334 — 3,677 Shareholder activism costs — 2,441 — 3,966 Restructuring and other expense included in selling and administrative expense $ 1,331 $ 14,484 $ 9,795 $ 20,520 During the nine months ended September 30, 2014 , we incurred $1.9 million in legal fees associated with a patent infringement claim, including $0.9 million in settlement costs during the first quarter of 2014. In addition, the nine months ended September 30, 2014 included $1.3 million in consulting fees and costs associated with a legal matter in which we prevailed at trial. Finally, the three and nine months ended September 30, 2014 , included $0.3 million and $0.4 million , respectively, in costs associated with a business acquisition. During the three and nine months ended September 30, 2014 , we incurred $2.4 million and $4.0 million , respectively, in professional fees related to shareholder activism. During 2015 and 2014 , we continued our operational restructuring plan. In 2015, we continued the consolidation of our Centennial, Colorado manufacturing operations into other existing CONMED manufacturing facilities. We expect our Centennial, Colorado consolidation to be completed over the next 3 months. During 2014, we completed the consolidation of our Finland operations into our Largo, Florida and Utica, New York manufacturing facilities and the consolidation of our Westborough, Massachusetts manufacturing operations into our Largo, Florida and Chihuahua, Mexico facilities. We incurred $1.3 million and $1.4 million in costs associated with the operational restructuring during the three months ended September 30, 2015 and 2014 , respectively, and $5.2 million and $3.8 million during the nine months ended September 30, 2015 and 2014 , respectively. These costs were charged to cost of sales and include severance and other charges associated with the consolidation of our Finland, Westborough, Massachusetts and Centennial, Colorado operations. During 2015 and 2014 , we restructured certain selling and administrative functions and incurred severance and other related costs in the amount of $1.3 million and $0.7 million for the three months ended September 30, 2015 and 2014 , respectively, and $9.8 million and $1.9 million for the nine months ended September 30, 2015 and 2014 , respectively. During the three and nine months ended September 30, 2014 , we incurred $11.0 million in costs associated with restructuring of executive management. These costs include severance payments, accelerated vesting of stock-based compensation awards, accrual of the present value of deferred compensation and other benefits to our then Chief Executive Officer as defined in his termination agreement; accelerated vesting of stock-based compensation awards to certain members of executive management and other benefits earned as further described in our Form 8-K filing on July 23, 2014. We have recorded an accrual in current and other long term liabilities of $5.2 million at September 30, 2015 mainly related to severance and lease impairment costs associated with the restructuring. Below is a rollforward of the accrual: Balance as of January 1, 2015 $ 8,254 Expenses incurred 4,449 Payments made (7,516 ) Balance at September 30, 2015 $ 5,187 |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We are accounting and reporting for our business as a single operating segment entity engaged in the development, manufacturing and sale on a global basis of surgical devices and related equipment. Our chief operating decision maker (the CEO) evaluates the various global product portfolios on a net sales basis and evaluates profitability, investment and cash flow metrics on a consolidated worldwide basis due to shared infrastructure and resources. Our product lines consist of orthopedic surgery, general surgery and surgical visualization. Orthopedic surgery consists of sports medicine instrumentation and small bone, large bone and specialty powered surgical instruments and service fees related to the promotion and marketing of sports medicine allograft tissue. General surgery consists of a complete line of endo-mechanical instrumentation for minimally invasive laparoscopic and gastrointestinal procedures, a line of cardiac monitoring products as well as electrosurgical generators and related instruments. Surgical visualization consists of imaging systems for use in minimally invasive orthopedic and general surgery procedures including 2DHD and 3DHD vision technologies. These product lines' net sales are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Orthopedic surgery $ 89,382 $ 92,750 $ 284,781 $ 301,059 General surgery 66,123 69,735 203,295 203,941 Surgical visualization 13,679 12,476 40,075 40,052 Consolidated net sales $ 169,184 $ 174,961 $ 528,151 $ 545,052 |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings From time to time, we are subject to claims alleging product liability, patent infringement or other claims incurred in the ordinary course of business. These may involve our United States or foreign operations, or sales by foreign distributors. Likewise, from time to time, the Company may receive an information request or subpoena from a government agency such as the Securities and Exchange Commission, Department of Justice, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Department of Labor, the Treasury Department or other federal and state agencies or foreign governments or government agencies. These information requests or subpoenas may or may not be routine inquiries, or may begin as routine inquiries and over time develop into enforcement actions of various types. The product liability claims are generally covered by various insurance policies, subject to certain deductible amounts, maximum policy limits and certain exclusions in the respective policies or as required as a matter of law. In some cases, we may be entitled to indemnification by third parties. We establish reserves sufficient to cover probable losses associated with any such pending claims. We do not expect that the resolution of any pending claims or investigations will have a material adverse effect on our financial condition, results of operations or cash flows. There can be no assurance, however, that future claims or investigations, or the costs associated with responding to such claims or investigations, especially claims and investigations not covered by insurance, will not have a material adverse effect on our financial condition, results of operations or cash flows. Manufacturers of medical products may face exposure to significant product liability claims. To date, we have not experienced any product liability claims that have been material to our financial statements or financial condition, but any such claims arising in the future could have a material adverse effect on our business or results of operations. We currently maintain commercial product liability insurance of $25 million per incident and $25 million in the aggregate annually, which we believe is adequate. This coverage is on a claims-made basis. There can be no assurance that claims will not exceed insurance coverage, that the carriers will be solvent or that such insurance will be available to us in the future at a reasonable cost. Our operations are subject, and in the past have been subject, to a number of environmental laws and regulations governing, among other things, air emissions; wastewater discharges; the use, handling and disposal of hazardous substances and wastes; soil and groundwater remediation and employee health and safety. In some jurisdictions, environmental requirements may be expected to become more stringent in the future. In the United States, certain environmental laws can impose liability for the entire cost of site restoration upon each of the parties that may have contributed to conditions at the site regardless of fault or the lawfulness of the party’s activities. While we do not believe that the present costs of environmental compliance and remediation are material, there can be no assurance that future compliance or remedial obligations would not have a material adverse effect on our financial condition, results of operations or cash flows. During the third quarter of 2013, the U.S. Food and Drug Administration ("FDA") inspected our Centennial, Colorado manufacturing facility and issued a Form 483 with observations on September 20, 2013. We subsequently submitted responses to the Observations and the FDA issued a Warning Letter on January 30, 2014 relating to the inspection and the responses to the Form 483 Observations. Accordingly, we undertook corrective actions. During the fourth quarter of 2014, the FDA again inspected our Centennial, Colorado manufacturing facility and, on November 18, 2014, issued a Form 483 with eight observations, three of which the FDA characterized as repeat observations. On December 10, 2014, we responded to the Form 483 Observations. We have received some additional questions from the FDA and have responded to these questions. The remediation costs to date have not been material, although there can be no assurance that a future inspection by the FDA will not result in an additional Form 483 or warning letter, or other regulatory actions, which may include consent decrees or fines that could be material. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers". This ASU is a comprehensive new revenue recognition model that requires a company to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. In July 2015, the FASB decided to delay the effective date of ASU 2014-09 by one year. This ASU is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted as of January 1, 2017. We plan to adopt this ASU on January 1, 2018. The new standard will become effective beginning with the first quarter of 2018 and can be adopted either retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. The Company is currently evaluating both the impact of adopting this new guidance on the consolidated financial statements and the method of adoption. In July 2015, the FASB issued ASU No. 2015-11, "Simplifying the Measurement of Inventory". An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. This ASU is effective for annual periods beginning after December 15, 2016. The Company does not believe this new guidance will have a material impact on the consolidated financial statements. In August 2015, the FASB issued ASU No. 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements". This ASU was issued to clarify the guidance included in ASU 2015-03 "Simplifying the Presentation of Debt Issuance Costs", which requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within Update 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 was issued to clarify that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company does not believe this new guidance will have a material impact on the consolidated financial statements. In September 2015, the FASB issued ASU No. 2015-16, "Simplifying the Accounting for Measurement-Period Adjustments". This ASU simplifies the accounting for changes in measurement period adjustments associated with a business combination. It requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. This ASU is effective for annual periods beginning after December 15, 2015. The Company does not believe this new guidance will have a material impact on the consolidated financial statements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes A provision for income taxes has been recorded at an effective tax rate of 32.9% for the nine months ended September 30, 2015 compared to the 33.0% effective tax rate recorded in the same period a year ago due to a write-off of deferred tax assets in the quarter ended March 31, 2014 as a result of New York State corporate tax legislation changes, offset by favorable results and taxing authority settlements in connection with the prior year tax return finalization process recorded in the quarter ended September 30, 2014. |
Amended and Restated Senior Cre
Amended and Restated Senior Credit Agreement | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Amended and Restated Senior Credit Agreement | Amended and Restated Senior Credit Agreement On April 28, 2015 we entered into an amended and restated $450.0 million senior credit agreement (the "amended and restated senior credit agreement"). The amended and restated senior credit agreement consists of a $450.0 million revolving credit facility expiring on April 28, 2020. The amended and restated senior credit agreement was used to repay borrowings outstanding on the revolving credit facility under the then existing senior credit agreement. Initial interest rates are at LIBOR plus 1.50% ( 1.69% at September 30, 2015 ) or an alternative base rate. For those borrowings where the Company elects to use the alternative base rate, the base rate will be the greater of the Prime Rate, the Federal Funds Rate in effect on such date plus 0.50% , or the one month Eurocurrency rate plus 1% , plus an additional margin of 0.50% . The agreement also contains customary covenants and restrictions, all of which the Company was in full compliance with as of September 30, 2015 . |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Comprehensive Income (Loss) [Abstract] | |
Schedule of Comprehensive Income | Comprehensive income consists of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income $ 8,873 $ 1,972 $ 22,646 $ 20,853 Other comprehensive income (loss): Pension liability, net of income tax (income tax expense of $298 and $138 for the three months ended September 30, 2015 and 2014, respectively, and $896 and $454 for the nine months ended September 30, 2015 and 2014, respectively) 510 237 1,529 776 Cash flow hedging gain (loss), net of income tax (income tax expense (benefit) of ($212) and $2,090 for the three months ended September 30, 2015 and 2014, respectively, and ($560) and $2,205 for the nine months ended September 30, 2015 and 2014, respectively) (361 ) 3,566 (956 ) 3,763 Foreign currency translation adjustment (5,281 ) (9,948 ) (14,563 ) (8,391 ) Comprehensive income (loss) $ 3,741 $ (4,173 ) $ 8,656 $ 17,001 |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consists of the following: Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2014 $ 3,276 $ (30,760 ) $ (12,338 ) $ (39,822 ) Other comprehensive income (loss) before reclassifications 3,666 — (14,563 ) (10,897 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a (7,330 ) 2,425 — (4,905 ) Income tax 2,708 (896 ) — 1,812 Net current-period other comprehensive income (loss) (956 ) 1,529 (14,563 ) (13,990 ) Balance, September 30, 2015 $ 2,320 $ (29,231 ) $ (26,901 ) $ (53,812 ) Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2013 $ (1,385 ) $ (18,918 ) $ 2,731 $ (17,572 ) Other comprehensive income (loss) before reclassifications 3,477 — (8,391 ) (4,914 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a 454 1,230 — 1,684 Income tax (168 ) (454 ) — (622 ) Net current-period other comprehensive income (loss) 3,763 776 (8,391 ) (3,852 ) Balance, September 30, 2014 $ 2,378 $ (18,142 ) $ (5,660 ) $ (21,424 ) (a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income (loss) components are included in sales or cost of sales and as a component of net periodic pension cost (income), respectively. The amounts recorded in the charts above are for the nine months ended September 30, 2015 and 2014 . For the three months ended September 30, 2015 , $2.3 million of the cash flow hedging gain and $0.8 million of the pension liability were reclassified from accumulated other comprehensive loss to the statement of income. For the three months ended September 30, 2014 , $0.1 million of the cash flow hedging gain and $0.4 million of the pension liability were reclassified from accumulated other comprehensive loss to the statement of income. Refer to Note 4 and Note 9, respectively, for further details. |
Fair Value of Financial Instr22
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Forward Foreign Exchange Contracts | We record these forward foreign exchange contracts at fair value; the following tables summarize the fair value for forward foreign exchange contracts outstanding at September 30, 2015 and December 31, 2014 : September 30, 2015 Asset Balance Sheet Location Fair Value Liabilities Balance Sheet Location Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 4,912 Prepaid expenses and other current assets $ (1,233 ) $ 3,679 Derivatives not designated as hedging instruments: Foreign exchange contracts Prepaid expenses and other current assets 5 Prepaid expenses and other current assets (46 ) (41 ) Total derivatives $ 4,917 $ (1,279 ) $ 3,638 December 31, 2014 Asset Balance Sheet Location Fair Value Liabilities Balance Sheet Location Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses and other current assets $ 6,167 Prepaid expenses and other current assets $ (971 ) $ 5,196 Derivatives not designated as hedging instruments: Foreign exchange contracts Prepaid expenses and other current assets 44 Prepaid expenses and other current assets (61 ) (17 ) Total derivatives $ 6,211 $ (1,032 ) $ 5,179 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consist of the following: September 30, December 31, Raw materials $ 46,893 $ 44,847 Work-in-process 16,089 13,876 Finished goods 98,573 89,426 Total $ 161,555 $ 148,149 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share for the three and nine months ended September 30, 2015 and 2014 . Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Net income $ 8,873 $ 1,972 $ 22,646 $ 20,853 Basic – weighted average shares outstanding 27,701 27,454 27,636 27,354 Effect of dilutive potential securities 197 234 217 423 Diluted – weighted average shares outstanding 27,898 27,688 27,853 27,777 Net income Basic (per share) $ 0.32 $ 0.07 $ 0.82 $ 0.76 Diluted (per share) 0.32 0.07 0.81 0.75 |
Goodwill and Other Intangible25
Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the net carrying amount of goodwill for the nine months ended September 30, 2015 are as follows: Balance as of December 31, 2014 $ 256,232 Goodwill resulting from business acquisitions 5,369 Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment (525 ) Foreign currency translation (321 ) Balance as of September 30, 2015 $ 260,755 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | Other intangible assets consist of the following: September 30, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer relationships $ 136,898 $ (63,260 ) $ 136,126 $ (59,707 ) Promotional, marketing and distribution rights 149,376 (22,500 ) 149,376 (18,000 ) Patents and other intangible assets 63,423 (42,422 ) 63,464 (41,363 ) Unamortized intangible assets : Trademarks and tradenames 86,544 — 86,544 — $ 436,241 $ (128,182 ) $ 435,510 $ (119,070 ) |
Schedule of Estimated Amortization Expense | The estimated intangible asset amortization expense remaining for the year ending December 31, 2015 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total Remaining, 2015 $ 1,436 $ 1,500 $ 2,936 2016 6,877 6,000 12,877 2017 7,309 6,000 13,309 2018 7,279 6,000 13,279 2019 7,279 6,000 13,279 2020 7,186 6,000 13,186 |
Guarantees (Tables)
Guarantees (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Guarantees [Abstract] | |
Changes in the carrying amount of service and product warranties | Changes in the carrying amount of service and product warranties for the nine months ended September 30 , are as follows: 2015 2014 Balance as of January 1, $ 2,286 $ 2,422 Provision for warranties 2,850 2,622 Claims made (2,682 ) (2,703 ) Balance as of September 30, $ 2,454 $ 2,341 |
Pension Plan (Tables)
Pension Plan (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of net benefit cost | Net periodic pension (income) cost consists of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Service cost $ 60 $ 68 $ 180 $ 203 Interest cost on projected benefit obligation 849 866 2,546 2,599 Expected return on plan assets (1,424 ) (1,496 ) (4,273 ) (4,489 ) Net amortization and deferral 808 410 2,425 1,230 Net periodic pension (income) cost $ 293 $ (152 ) $ 878 $ (457 ) |
Restructuring and Other Expen28
Restructuring and Other Expense (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Restructuring Expenses and Other Operating Expenses [Abstract] | |
Schedule of Restructuring Expense and Other Operating Expense | Restructuring and other expense consists of the following: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Restructuring costs included in cost of sales $ 1,316 $ 1,448 $ 5,179 $ 3,754 Restructuring costs $ 1,331 $ 687 $ 9,795 $ 1,855 Management restructuring costs — 11,022 — 11,022 Patent dispute and other matters — 334 — 3,677 Shareholder activism costs — 2,441 — 3,966 Restructuring and other expense included in selling and administrative expense $ 1,331 $ 14,484 $ 9,795 $ 20,520 |
Schedule of Restructuring Accrual | Below is a rollforward of the accrual: Balance as of January 1, 2015 $ 8,254 Expenses incurred 4,449 Payments made (7,516 ) Balance at September 30, 2015 $ 5,187 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Schedule of net sales information by product line | These product lines' net sales are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Orthopedic surgery $ 89,382 $ 92,750 $ 284,781 $ 301,059 General surgery 66,123 69,735 203,295 203,941 Surgical visualization 13,679 12,476 40,075 40,052 Consolidated net sales $ 169,184 $ 174,961 $ 528,151 $ 545,052 |
Comprehensive Income (Details)
Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Comprehensive Income (Loss) [Abstract] | ||||
Net income | $ 8,873 | $ 1,972 | $ 22,646 | $ 20,853 |
Pension liability, net of income tax | 510 | 237 | 1,529 | 776 |
Pension liability, tax | 298 | 138 | 896 | 454 |
Cash flow hedging gain (loss), net of income tax | (361) | 3,566 | (956) | 3,763 |
Cash flow hedging gain (loss), tax | (212) | 2,090 | (560) | 2,205 |
Foreign currency translation adjustment | (5,281) | (9,948) | (14,563) | (8,391) |
Comprehensive income (loss) | $ 3,741 | $ (4,173) | $ 8,656 | $ 17,001 |
Comprehensive Income (Accumulat
Comprehensive Income (Accumulated Other Comprehensive income (loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | |||||||
Accumulated other comprehensive income (loss) | $ (39,822) | ||||||
Income tax | $ (4,461) | $ 1,063 | (11,109) | $ (10,272) | |||
Accumulated other comprehensive income (loss) | (53,812) | (53,812) | |||||
Accumulated Other Comprehensive Income (Loss) [Member] | |||||||
Accumulated other comprehensive income (loss) [Roll Forward] | |||||||
Accumulated other comprehensive income (loss) | (39,822) | (17,572) | |||||
Other comprehensive income (loss) before reclassifications | (10,897) | (4,914) | |||||
Amounts reclassified from other accumulated comprehensive income (loss) before tax | [1] | (4,905) | 1,684 | ||||
Income tax | 1,812 | (622) | |||||
Net current-period other comprehensive income (loss) | (13,990) | (3,852) | |||||
Accumulated other comprehensive income (loss) | (53,812) | (21,424) | (53,812) | (21,424) | |||
Cash Flow Hedging Gain (Loss) [Member] | |||||||
Accumulated other comprehensive income (loss) [Roll Forward] | |||||||
Accumulated other comprehensive income (loss) | 3,276 | (1,385) | |||||
Other comprehensive income (loss) before reclassifications | 3,666 | 3,477 | |||||
Amounts reclassified from other accumulated comprehensive income (loss) before tax | 2,300 | 100 | (7,330) | [1] | 454 | [1] | |
Income tax | 2,708 | (168) | |||||
Net current-period other comprehensive income (loss) | (956) | 3,763 | |||||
Accumulated other comprehensive income (loss) | 2,320 | 2,378 | 2,320 | 2,378 | |||
Pension Liability [Member] | |||||||
Accumulated other comprehensive income (loss) [Roll Forward] | |||||||
Accumulated other comprehensive income (loss) | (30,760) | (18,918) | |||||
Other comprehensive income (loss) before reclassifications | 0 | 0 | |||||
Amounts reclassified from other accumulated comprehensive income (loss) before tax | 800 | 400 | 2,425 | [1] | 1,230 | [1] | |
Income tax | (896) | (454) | |||||
Net current-period other comprehensive income (loss) | 1,529 | 776 | |||||
Accumulated other comprehensive income (loss) | (29,231) | (18,142) | (29,231) | (18,142) | |||
Cumulative Translation Adjustment [Member] | |||||||
Accumulated other comprehensive income (loss) [Roll Forward] | |||||||
Accumulated other comprehensive income (loss) | (12,338) | 2,731 | |||||
Other comprehensive income (loss) before reclassifications | (14,563) | (8,391) | |||||
Amounts reclassified from other accumulated comprehensive income (loss) before tax | [1] | 0 | 0 | ||||
Income tax | 0 | 0 | |||||
Net current-period other comprehensive income (loss) | (14,563) | (8,391) | |||||
Accumulated other comprehensive income (loss) | $ (26,901) | $ (5,660) | $ (26,901) | $ (5,660) | |||
[1] | The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income (loss) components are included in sales or cost of sales and as a component of net periodic pension cost (income), respectively. The amounts recorded in the charts above are for the nine months ended September 30, 2015 and 2014. For the three months ended September 30, 2015, $2.3 million of the cash flow hedging gain and $0.8 million of the pension liability were reclassified from accumulated other comprehensive loss to the statement of income. For the three months ended September 30, 2014, $0.1 million of the cash flow hedging gain and $0.4 million of the pension liability were reclassified from accumulated other comprehensive loss to the statement of income. Refer to Note 4 and Note 9, respectively, for further details. |
Fair Value of Financial Instr32
Fair Value of Financial Instruments (Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Derivative [Line Items] | |||||
Gains (losses) on intercompany receivables | $ (800) | $ (500) | $ (1,100) | $ (300) | |
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 4,917 | 4,917 | $ 6,211 | ||
Fair value, liabilities | (1,279) | (1,279) | (1,032) | ||
Derivative Assets (Liabilities), at Fair Value, Net | 3,638 | 3,638 | 5,179 | ||
Foreign Currency Forward Contracts [Member] | |||||
Derivative [Line Items] | |||||
Forward contracts not designated as hedging instruments net realized gains (losses) | 900 | 300 | 800 | (300) | |
Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 4,912 | 4,912 | 6,167 | ||
Fair value, liabilities | (1,233) | (1,233) | (971) | ||
Derivative Assets (Liabilities), at Fair Value, Net | 3,679 | 3,679 | 5,196 | ||
Not Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of cash flow hedges | 27,700 | 27,700 | |||
Not Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | |||||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 5 | 5 | 44 | ||
Fair value, liabilities | (46) | (46) | (61) | ||
Derivative Assets (Liabilities), at Fair Value, Net | (41) | (41) | $ (17) | ||
Cash Flow Hedging [Member] | Foreign Currency Forward Contracts [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of cash flow hedges | 98,100 | 98,100 | |||
Cash flow hedges realized gains (losses) | 2,300 | $ 100 | 7,300 | $ (500) | |
Unrealized gains on cash flow hedges in accumulated other comprehensive income (loss) expected to be recognized in the next fiscal year | $ 2,300 | $ 2,300 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 46,893 | $ 44,847 |
Work-in-process | 16,089 | 13,876 |
Finished goods | 98,573 | 89,426 |
Total inventory | $ 161,555 | $ 148,149 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 8,873 | $ 1,972 | $ 22,646 | $ 20,853 |
Basic-weighted average shares outstanding | 27,701 | 27,454 | 27,636 | 27,354 |
Effect of dilutive potential securities | 197 | 234 | 217 | 423 |
Diluted- weighted average shares outstanding | 27,898 | 27,688 | 27,853 | 27,777 |
Basic (in dollars per share) | $ 0.32 | $ 0.07 | $ 0.82 | $ 0.76 |
Diluted (in dollars per share) | $ 0.32 | $ 0.07 | $ 0.81 | $ 0.75 |
Goodwill and Other Intangible35
Goodwill and Other Intangible Assets (Goodwill) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Payments to acquire businesses | $ 6,100 |
Goodwill [Roll Forward] | |
Beginning balance | 256,232 |
Goodwill resulting from business acquisitions | 5,369 |
Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment | (525) |
Foreign currency translation | (321) |
Ending balance | $ 260,755 |
Goodwill and Other Intangible36
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||
Intangible assets, Gross carrying amount | $ 436,241 | $ 435,510 |
Intangible assets, Accumulated amortization | (128,182) | (119,070) |
Future amortization expense [Abstract] | ||
Remaining, 2015 | 2,936 | |
2,016 | 12,877 | |
2,017 | 13,309 | |
2,018 | 13,279 | |
2,019 | 13,279 | |
2,020 | 13,186 | |
Expense [Member] | ||
Future amortization expense [Abstract] | ||
Remaining, 2015 | 1,436 | |
2,016 | 6,877 | |
2,017 | 7,309 | |
2,018 | 7,279 | |
2,019 | 7,279 | |
2,020 | 7,186 | |
Reduction of Revenue [Member] | ||
Future amortization expense [Abstract] | ||
Remaining, 2015 | 1,500 | |
2,016 | 6,000 | |
2,017 | 6,000 | |
2,018 | 6,000 | |
2,019 | 6,000 | |
2,020 | 6,000 | |
Trademarks and Tradenames [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||
Unamortized intangible assets, Gross carrying amount | 86,544 | 86,544 |
Customer Relationships [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||
Amortized intangible assets, Gross carrying amount | 136,898 | 136,126 |
Intangible assets, Accumulated amortization | (63,260) | (59,707) |
Promotional, Marketing and Distribution Rights [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||
Amortized intangible assets, Gross carrying amount | 149,376 | 149,376 |
Intangible assets, Accumulated amortization | (22,500) | (18,000) |
Patents and Other Intangible Assets [Member] | ||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||
Amortized intangible assets, Gross carrying amount | 63,423 | 63,464 |
Intangible assets, Accumulated amortization | $ (42,422) | $ (41,363) |
Goodwill and Other Intangible37
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Thousands | Apr. 13, 2015 | Jan. 05, 2015 | Oct. 17, 2014 | Jan. 03, 2014 | Jan. 03, 2013 | Jan. 03, 2012 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Jul. 30, 2014 |
Other Intangible Assets [Line Items] | |||||||||||
Up-front payment | $ 63,000 | ||||||||||
Additional contingent cash payment | $ 84,000 | ||||||||||
Contingent payment period (in years) | 4 years | ||||||||||
Payments for Contingent Consideration Related to Business Acquisition | $ 2,423 | $ 0 | |||||||||
Amortization expense | $ 3,100 | $ 3,300 | $ 9,500 | $ 9,800 | |||||||
Weighted average amortization period (in years) | 27 years | ||||||||||
Customer Relationships [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Weighted average amortization period (in years) | 34 years | ||||||||||
Promotional, Marketing and Distribution Rights [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Weighted average amortization period (in years) | 25 years | ||||||||||
Patents and Other Intangible Assets [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Weighted average amortization period (in years) | 14 years | ||||||||||
After One Year of Meeting Supply Target [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Conditional payment, amount paid | $ 34,000 | ||||||||||
After Two Year of Meeting Supply Target [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Conditional payment, amount paid | $ 16,700 | ||||||||||
After Year Three of Meeting Supply Target [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Conditional payment, amount paid | $ 16,700 | ||||||||||
After Year Four of Meeting Supply Target [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Additional contingent cash payment | $ 16,700 | ||||||||||
EndoDynamix, Inc. [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Contractual obligations for acquisitions of a business | $ 7,800 | $ 7,800 | $ 13,900 | ||||||||
EndoDynamix, Inc. [Member] | Milestone based payments | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Contractual obligations for acquisitions of a business | 10,300 | ||||||||||
Payments for Contingent Consideration Related to Business Acquisition | $ 2,400 | $ 3,700 | |||||||||
EndoDynamix, Inc. [Member] | Royalty Agreements [Member] | |||||||||||
Other Intangible Assets [Line Items] | |||||||||||
Contractual obligations for acquisitions of a business | $ 3,600 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Guarantees [Abstract] | ||
Standard warranty period (in years) | 1 year | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 2,286 | $ 2,422 |
Provision for warranties | 2,850 | 2,622 |
Claims made | (2,682) | (2,703) |
Ending balance | $ 2,454 | $ 2,341 |
Pension Plan (Details)
Pension Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Compensation and Retirement Disclosure [Abstract] | ||||
Service cost | $ 60 | $ 68 | $ 180 | $ 203 |
Interest cost on projected benefit obligation | 849 | 866 | 2,546 | 2,599 |
Expected return on plan assets | (1,424) | (1,496) | (4,273) | (4,489) |
Net amortization and deferral | 808 | 410 | 2,425 | 1,230 |
Net periodic pension (income) cost | $ 293 | $ (152) | $ 878 | $ (457) |
Restructuring and Other Expen40
Restructuring and Other Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Restructuring and Other Expense [Line Items] | |||||
Restructuring costs | $ 4,449 | ||||
Acquisition related costs | $ 300 | $ 400 | |||
Completion period (in months) | 3 months | ||||
Restructuring reserve | $ 5,187 | 5,187 | $ 8,254 | ||
Cost of Sales [Member] | Facility Consolidation Costs [Member] | |||||
Restructuring and Other Expense [Line Items] | |||||
Restructuring costs | 1,316 | 1,448 | 5,179 | 3,754 | |
Selling and Administrative Expenses [Member] | |||||
Restructuring and Other Expense [Line Items] | |||||
Restructuring and other expense included in selling and administrative expense | 1,331 | 14,484 | 9,795 | 20,520 | |
Legal fees | 1,300 | ||||
Selling and Administrative Expenses [Member] | Patent Dispute and Other Matters [Member] | |||||
Restructuring and Other Expense [Line Items] | |||||
Professional fees | 0 | 334 | 0 | 3,677 | |
Selling and Administrative Expenses [Member] | Shareholder Activism Costs [Member] | |||||
Restructuring and Other Expense [Line Items] | |||||
Professional fees | 0 | 2,441 | 0 | 3,966 | |
Selling and Administrative Expenses [Member] | Patent Infringement [Member] | |||||
Restructuring and Other Expense [Line Items] | |||||
Legal fees | 1,900 | ||||
Settlement costs | 900 | ||||
Selling and Administrative Expenses [Member] | Administrative Restructuring [Member] | |||||
Restructuring and Other Expense [Line Items] | |||||
Restructuring costs | 1,331 | 687 | 9,795 | 1,855 | |
Selling and Administrative Expenses [Member] | Executive Severance [Member] | |||||
Restructuring and Other Expense [Line Items] | |||||
Restructuring costs | $ 0 | $ 11,022 | $ 0 | $ 11,022 |
Restructuring and Other Expen41
Restructuring and Other Expense (Restructuring Accrual) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Restructuring accrual | |
Restructuring accrual, beginning balance | $ 8,254 |
Expenses incurred | 4,449 |
Payments made | (7,516) |
Restructuring accrual, ending balance | $ 5,187 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 169,184 | $ 174,961 | $ 528,151 | $ 545,052 |
Orthopedic Surgery [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 89,382 | 92,750 | 284,781 | 301,059 |
General Surgery [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 66,123 | 69,735 | 203,295 | 203,941 |
Surgical Visualization [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 13,679 | $ 12,476 | $ 40,075 | $ 40,052 |
Legal Proceedings (Details)
Legal Proceedings (Details) $ in Millions | Sep. 30, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Product liability insurance, amount per incident | $ 25 |
Product liability insurance, aggregate annual amount | $ 25 |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate (percentage) | 32.90% | 33.00% |
Amended and Restated Senior C45
Amended and Restated Senior Credit Agreement (Details) - Line of Credit [Member] - Amended and Restated Senior Credit Agreement [Member] - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2015 | Apr. 28, 2015 | |
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 450 | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Debt Instrument [Line Items] | ||
Variable rate (percentage) | 1.50% | |
Effective interest rate (percentage) | 1.69% | |
Federal Funds Rate [Member] | ||
Debt Instrument [Line Items] | ||
Variable rate (percentage) | 0.50% | |
Eurodollar [Member] | ||
Debt Instrument [Line Items] | ||
Variable rate (percentage) | 1.00% | |
Alternate Base Rate [Member] | ||
Debt Instrument [Line Items] | ||
Variable rate (percentage) | 0.50% |