Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 15, 2016 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 27,712,715 | ||
Entity Public Float | $ 1,613,906,000 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||
Cash and cash equivalents | $ 72,504 | $ 66,332 |
Accounts receivable, less allowance for doubtful accounts of $1,336 in 2015 and $1,239 in 2014 | 133,863 | 129,287 |
Inventories | 166,894 | 148,149 |
Income taxes receivable | 1,879 | 583 |
Deferred income taxes | 14,150 | 14,348 |
Assets held for sale | 3,095 | 0 |
Prepaid expenses and other current assets | 15,102 | 22,451 |
Total current assets | 407,487 | 381,150 |
Property, plant and equipment, net | 125,452 | 133,429 |
Deferred income taxes | 1,332 | 1,398 |
Goodwill | 260,651 | 256,232 |
Other intangible assets, net | 308,171 | 316,440 |
Other assets | 9,851 | 9,545 |
Total assets | 1,112,944 | 1,098,194 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current portion of long-term debt | 1,339 | 1,234 |
Accounts payable | 34,720 | 23,752 |
Accrued compensation and benefits | 31,823 | 36,446 |
Income taxes payable | 2,903 | 2,668 |
Other current liabilities | 48,933 | 51,856 |
Total current liabilities | 119,718 | 115,956 |
Long-term debt | 269,471 | 240,201 |
Deferred income taxes | 114,623 | 112,223 |
Other long-term liabilities | 24,059 | 48,516 |
Total liabilities | 527,871 | $ 516,896 |
Commitments and contingencies | ||
Preferred stock, par value $.01 per share; authorized 500,000 shares, none issued or outstanding | 0 | $ 0 |
Common stock, par value $.01 per share; 100,000,000 authorized; 31,299,194 issued in 2015 and 2014, respectively | 313 | 313 |
Paid-in capital | 324,915 | 319,752 |
Retained earnings | 414,506 | 406,145 |
Accumulated other comprehensive loss | (53,894) | (39,822) |
Less: Treasury stock, at cost; 3,590,409 and 3,744,473 shares in 2015 and 2014, respectively | (100,767) | (105,090) |
Total shareholders' equity | 585,073 | 581,298 |
Total liabilities and shareholders' equity | $ 1,112,944 | $ 1,098,194 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1,336 | $ 1,239 |
Preferred stock, par value (in dollars per per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (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 | 3,590,409 | 3,744,473 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Net sales | $ 719,168 | $ 740,055 | $ 762,704 |
Cost of sales | 337,466 | 335,998 | 350,287 |
Gross profit | 381,702 | 404,057 | 412,417 |
Selling and administrative expense | 303,091 | 323,492 | 330,078 |
Research and development expense | 27,436 | 27,779 | 25,831 |
Total operating expenses | 330,527 | 351,271 | 355,909 |
Income from operations | 51,175 | 52,786 | 56,508 |
Loss on early extinguishment of debt | 0 | 0 | 263 |
Interest expense | 6,031 | 6,111 | 5,613 |
Income before income taxes | 45,144 | 46,675 | 50,632 |
Provision for income taxes | 14,646 | 14,483 | 14,693 |
Net income | $ 30,498 | $ 32,192 | $ 35,939 |
Earnings per share: | |||
Basic (in dollars per share) | $ 1.10 | $ 1.17 | $ 1.30 |
Diluted (in dollars per share) | 1.09 | 1.16 | 1.28 |
Dividends per share of common stock (in dollars per share) | $ 0.80 | $ 0.80 | $ 0.65 |
Other comprehensive income (loss), before tax: | |||
Foreign currency translation adjustments | $ (16,775) | $ (15,069) | $ (1,193) |
Pension liability | 7,578 | (18,781) | 18,175 |
Cash flow hedging gain (loss) | (3,291) | 7,393 | (404) |
Other comprehensive income, before tax | 18,010 | 5,735 | 52,517 |
Provision (benefit) for income taxes related to items of other comprehensive income | 1,584 | (4,207) | 6,569 |
Comprehensive income | $ 16,426 | $ 9,942 | $ 45,948 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] |
Balance (shares) at Dec. 31, 2012 | 31,299 | |||||
Balance at Dec. 31, 2012 | $ 606,998 | $ 313 | $ 324,322 | $ 377,907 | $ (27,581) | $ (67,963) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under employee plans | 15,196 | (4,576) | 19,772 | |||
Repurchase of treasury stock | (50,556) | (50,556) | ||||
Tax benefit arising from common stock issued under employee plans | 1,097 | 1,097 | ||||
Stock-based compensation | 5,593 | 5,593 | ||||
Dividends on common stock | (17,957) | (17,957) | ||||
Comprehensive income (loss): | ||||||
Foreign currency translation adjustments | (1,193) | |||||
Pension liability (net of income tax expense/benefit) | 11,457 | |||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | (255) | |||||
Net income | 35,939 | 35,939 | ||||
Comprehensive income | 45,948 | |||||
Balance (shares) at Dec. 31, 2013 | 31,299 | |||||
Balance at Dec. 31, 2013 | 606,319 | $ 313 | 326,436 | 395,889 | (17,572) | (98,747) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under employee plans | (6,139) | (16,658) | 10,519 | |||
Repurchase of treasury stock | (16,862) | (16,862) | ||||
Tax benefit arising from common stock issued under employee plans | 644 | 644 | ||||
Stock-based compensation | 9,330 | 9,330 | ||||
Dividends on common stock | (21,936) | (21,936) | ||||
Comprehensive income (loss): | ||||||
Foreign currency translation adjustments | (15,069) | |||||
Pension liability (net of income tax expense/benefit) | (11,842) | |||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | 4,661 | |||||
Net income | 32,192 | 32,192 | ||||
Comprehensive income | 9,942 | |||||
Balance (shares) at Dec. 31, 2014 | 31,299 | |||||
Balance at Dec. 31, 2014 | 581,298 | $ 313 | 319,752 | 406,145 | (39,822) | (105,090) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under employee plans | (1,974) | (6,297) | 4,323 | |||
Tax benefit arising from common stock issued under employee plans | 3,961 | 3,961 | ||||
Stock-based compensation | 7,499 | 7,499 | ||||
Dividends on common stock | (22,137) | (22,137) | ||||
Comprehensive income (loss): | ||||||
Foreign currency translation adjustments | (16,775) | |||||
Pension liability (net of income tax expense/benefit) | 4,778 | |||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | (2,075) | |||||
Net income | 30,498 | 30,498 | ||||
Comprehensive income | 16,426 | |||||
Balance (shares) at Dec. 31, 2015 | 31,299 | |||||
Balance at Dec. 31, 2015 | $ 585,073 | $ 313 | $ 324,915 | $ 414,506 | $ (53,894) | $ (100,767) |
Consolidated Statements of Sha6
Consolidated Statements of Shareholder's Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |||
Pension liability, income tax expense (benefit) | $ 2,800 | $ (6,939) | $ 6,718 |
Cash flow hedging gain (loss), income tax expense (benefit) | $ (1,216) | $ 2,732 | $ (149) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 30,498 | $ 32,192 | $ 35,939 |
Adjustments to reconcile net income to net cash provided by operating acitivites: | |||
Depreciation | 18,704 | 19,792 | 18,653 |
Amortization | 25,175 | 25,942 | 29,214 |
Stock-based compensation | 7,499 | 9,330 | 5,593 |
Deferred income taxes | 2,251 | (284) | 7,218 |
Income tax benefit of stock option exercises | 3,961 | 644 | 1,097 |
Excess tax benefit from stock option exercises | (4,081) | (922) | (1,518) |
Loss on early extinguishment of debt | 0 | 0 | 263 |
Increase (decrease) in cash flows from changes in assets and liabilities, net of effects from acquisitions: | |||
Accounts receivable | (9,643) | 5,255 | (798) |
Inventories | (34,536) | (20,940) | (1,817) |
Accounts payable | 11,508 | (3,449) | 4,223 |
Income taxes | (1,357) | 5,291 | (1,098) |
Accrued compensation and benefits | (3,964) | 3,572 | (71) |
Other assets | 3,950 | (546) | (5,222) |
Other liabilities | (1,897) | (10,701) | (10,727) |
Total operating | 17,570 | 32,984 | 45,010 |
Net cash provided by operating activities | 48,068 | 65,176 | 80,949 |
Cash flows from investing activities: | |||
Payments related to business acquisitions and asset acquisitions, net of cash acquired | (9,353) | (5,265) | 0 |
Purchases of property, plant and equipment | (15,009) | (15,411) | (18,445) |
Net cash used in investing activities | (24,362) | (20,676) | (18,445) |
Cash flows from financing activities: | |||
Net proceeds from common stock issued under employee plans | 833 | 2,316 | 17,264 |
Repurchase of common stock | 0 | (16,862) | (50,556) |
Excess tax benefit from stock option exercises | 4,081 | 922 | 1,518 |
Proceeds of senior credit agreement | 30,680 | 27,000 | 55,000 |
Payments related to distribution agreement | (16,667) | (16,667) | (34,000) |
Payments on mortgage notes | (1,234) | (1,140) | (1,050) |
Payments on senior subordinated notes | 0 | 0 | (227) |
Payments related to contingent consideration | (3,876) | 0 | 0 |
Payments related to debt issuance costs | (1,485) | 0 | (1,725) |
Dividends paid on common stock | (22,105) | (21,959) | (16,696) |
Other, net | 0 | 0 | (824) |
Net cash provided by (used in) financing activities | (9,773) | (26,390) | (31,296) |
Effect of exchange rate changes on cash and cash equivalents | (7,761) | (6,221) | (485) |
Net increase (decrease) in cash and cash equivalents | 6,172 | 11,889 | 30,723 |
Cash and cash equivalents at beginning of year | 66,332 | 54,443 | 23,720 |
Cash and cash equivalents at end of year | 72,504 | 66,332 | 54,443 |
Non-cash investing and financing activities: | |||
Contractual obligations for acquisition of a business | 440 | 10,137 | 0 |
Dividends payable | 5,542 | 5,510 | 5,545 |
Cash paid during the year for: | |||
Interest | 5,434 | 5,532 | 5,143 |
Income taxes | $ 10,261 | $ 10,206 | $ 6,837 |
Operations and Significant Acco
Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Significant Accounting Policies | Operations and Significant Accounting Policies Organization and 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. Principles of consolidation The consolidated financial statements include the accounts of CONMED Corporation and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments which affect the reported amounts of assets, liabilities, related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, rebates and sales allowances, inventory allowances, purchased in-process research and development, pension benefits, goodwill and intangible assets, contingent consideration, contingencies and other accruals. We base our estimates on historical experience and on various other assumptions which are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effect of revisions is reflected in the consolidated financial statements in the period they are determined to be necessary. Cash and cash equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Inventories Inventories are valued at the lower of cost or market. Cost is determined on the FIFO (first-in, first-out) method of accounting. We write-off excess and obsolete inventory resulting from the inability to sell our products at prices in excess of current carrying costs. We make estimates regarding the future recoverability of the costs of our products and record a provision for excess and obsolete inventories based on historical experience and expected future trends. Property, plant and equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the following estimated useful lives: Building and improvements 12 to 40 years Leasehold improvements Shorter of life of asset or life of lease Machinery and equipment 2 to 15 years Goodwill and other intangible assets We have a history of growth through acquisitions. 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. Customer relationships, trademarks, tradenames, 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”). We have accumulated goodwill of $260.7 million and other intangible assets of $308.2 million as of December 31, 2015 . Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to at least annual impairment testing. It is our policy to perform our annual impairment testing in the fourth quarter. The identification and measurement of goodwill impairment involves the estimation of the fair value of our business. Estimates of fair value are based on the best information available as of the date of the assessment. During 2015 , we completed our goodwill impairment testing with data as of October 1, 2015. We performed a Step 1 impairment test in accordance with Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 350-20-35 utilizing the market capitalization approach to determine whether the fair value of a reporting unit is less than its carrying amount. Based upon our assessment, we believe the fair value continues to exceed carrying value. Intangible assets with a finite life are amortized over the estimated useful life of the asset and are evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of an intangible asset subject to amortization is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. An impairment loss is recognized by reducing the carrying amount of the intangible asset to its current fair value. Customer relationship assets arose principally as a result of the 1997 acquisition of Linvatec Corporation. These assets represent the acquisition date fair value of existing customer relationships based on the after-tax income expected to be derived during their estimated remaining useful life. The useful lives of these customer relationships were not, and are not, limited by contract or any economic, regulatory or other known factors. The estimated useful life of the Linvatec customer relationship assets was determined as of the date of acquisition as a result of a study of the observed pattern of historical revenue attrition during the 5 years immediately preceding the acquisition of Linvatec Corporation. This observed attrition pattern was then applied to the existing customer relationships to derive the future expected useful life of the customer relationships. This analysis indicated an annual attrition rate of 2.6% . Assuming an exponential attrition pattern, this equated to an average remaining useful life of approximately 38 years for the Linvatec customer relationship assets. Customer relationship intangible assets arising as a result of other business acquisitions are being amortized over a weighted average life of 18 years. The weighted average life for customer relationship assets in aggregate is 33 years. We evaluate the remaining useful life of our customer relationship intangible assets each reporting period in order to determine whether events and circumstances warrant a revision to the remaining period of amortization. In order to further evaluate the remaining useful life of our customer relationship intangible assets, we perform an analysis and assessment of actual customer attrition and activity as events and circumstances warrant. This assessment includes a comparison of customer activity since the acquisition date and review of customer attrition rates. In the event that our analysis of actual customer attrition rates indicates a level of attrition that is in excess of that which was originally contemplated, we would change the estimated useful life of the related customer relationship asset with the remaining carrying amount amortized prospectively over the revised remaining useful life. We test our customer relationship assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors specific to our customer relationship assets which might lead to an impairment charge include a significant increase in the annual customer attrition rate or otherwise significant loss of customers, significant decreases in sales or current-period operating or cash flow losses or a projection or forecast of losses. We do not believe that there have been events or changes in circumstances which would indicate the carrying amount of our customer relationship assets might not be recoverable. Trademarks and tradenames were recognized principally in connection with the 1997 acquisition of Linvatec Corporation. We continue to market products, release new product and product extensions and maintain and promote these trademarks and tradenames in the marketplace through legal registration and such methods as advertising, medical education and trade shows. It is our belief that these trademarks and tradenames will generate cash flow for an indefinite period of time. Therefore, our trademarks and tradenames intangible assets are not amortized. During 2015 , we completed our impairment testing of trademarks and tradenames with data as of October 1, 2015. We performed a Step 1 impairment test in accordance with ASC 350-30-35 utilizing the relief from royalty income approach to determine whether the fair value of the Linvatec trademark and tradenames are less than their carrying amounts. Fair value is determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates. Based upon our assessment, we believe the fair value continues to exceed carrying value. For all other indefinite lived intangible assets, we perform a qualitative impairment test in accordance with ASC 350-30-35. Based upon this assessment, we have determined that it is unlikely that our indefinite lived intangible assets are impaired. Other long-lived assets We review asset carrying amounts for impairment (consisting of intangible assets subject to amortization and property, plant and equipment) whenever events or circumstances indicate that such carrying amounts may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value to its current fair value. Translation of foreign currency financial statements Assets and liabilities of foreign subsidiaries have been translated into United States dollars at the applicable rates of exchange in effect at the end of the period reported. Revenues and expenses have been translated at the applicable weighted average rates of exchange in effect during the period reported. Translation adjustments are reflected in accumulated other comprehensive loss. Transaction gains and losses are included in net income. Foreign exchange and hedging activity We manage our foreign currency transaction risks through the use of forward contracts to hedge forecasted cash flows associated with foreign currency transaction exposures. 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 reclassified into earnings as a component of sales or cost of sales when the forecasted transaction occurs. 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. We record these forward contracts at fair value with resulting gains and losses included in selling and administrative expense in the consolidated statements of comprehensive income. Income taxes Deferred income tax assets and liabilities are based on the difference between the financial statement and tax basis of assets and liabilities and operating loss and tax credit carryforwards as measured by the enacted tax rates that are anticipated to be in effect in the respective jurisdictions when these differences reverse. The deferred income tax provision generally represents the net change in the assets and liabilities for deferred income taxes. A valuation allowance is established when it is necessary to reduce deferred income tax assets to amounts for which realization is likely. In assessing the need for a valuation allowance, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards. Valuation allowances related to deferred tax assets may be impacted by changes to tax laws, changes to statutory tax rates, reversal of temporary differences and ongoing and future taxable income levels. Deferred income taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are permanently reinvested. Such earnings may become taxable upon a repatriation of assets from a subsidiary or the sale or liquidation of a subsidiary. Deferred income taxes are provided when the Company no longer considers subsidiary earnings to be permanently invested, such as in situations where the Company’s subsidiaries plan to make future dividend distributions. Revenue recognition Revenue is recognized when title has been transferred to the customer which is at the time of shipment. The following policies apply to our major categories of revenue transactions: • Sales to customers are evidenced by firm purchase orders. Title and the risks and rewards of ownership are transferred to the customer when product is shipped under our stated shipping terms. Payment by the customer is due under fixed payment terms and collectability is reasonably assured. • We place certain of our capital equipment with customers on a loaned basis in return for commitments to purchase related single-use products over time periods generally ranging from one to three years. In these circumstances, no revenue is recognized upon capital equipment shipment as the equipment is loaned and subject to return if certain minimum single-use purchases are not met. Revenue is recognized upon the sale and shipment of the related single-use products. The cost of the equipment is amortized over its estimated useful life. • We recognize revenues related to the promotion and marketing of sports medicine allograft tissue in accordance with the contractual terms of our agreement with Musculoskeletal Transplant Foundation (“MTF”) on a net basis as our role is limited to that of an agent earning a commission or fee. MTF records revenue when the tissue is shipped to the customer. Our services are completed at this time and net revenues for the “Service Fee” for our promotional and marketing efforts are then recognized based on a percentage of the net amounts billed by MTF to its customers. The timing of revenue recognition is determined through review of the net billings made by MTF each month. Our net commission Service Fee is based on the contractual terms of our agreement and is currently 50% . This percentage can vary over the term of the agreement but is contractually determinable. Our Service Fee revenues are recorded net of amortization of the acquired assets, which are being expensed over the expected useful life of 25 years. • Product returns are only accepted at the discretion of the Company and in accordance with our “Returned Goods Policy”. Historically, the level of product returns has not been significant. We accrue for sales returns, rebates and allowances based upon an analysis of historical customer returns and credits, rebates, discounts and current market conditions. • Our terms of sale to customers generally do not include any obligations to perform future services. Limited warranties are provided for capital equipment sales and provisions for warranty are provided at the time of product sale based upon an analysis of historical data. • Amounts billed to customers related to shipping and handling have been included in net sales. Shipping and handling costs included in selling and administrative expense were $12.6 million , $13.6 million and $12.6 million for 2015 , 2014 and 2013 , respectively. • We sell to a diversified base of customers around the world and, therefore, believe there is no material concentration of credit risk. • We assess the risk of loss on accounts receivable and adjust the allowance for doubtful accounts based on this risk assessment. Historically, losses on accounts receivable have not been material. Management believes that the allowance for doubtful accounts of $1.3 million at December 31, 2015 is adequate to provide for probable losses resulting from accounts receivable. 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 at December 31, 2015 , 2014 and 2013 , respectively: 2015 2014 2013 Net income $ 30,498 $ 32,192 $ 35,939 Basic-weighted average shares outstanding 27,653 27,401 27,722 Effect of dilutive potential securities 205 368 392 Diluted-weighted average shares outstanding 27,858 27,769 28,114 Basic EPS $ 1.10 $ 1.17 $ 1.30 Diluted EPS $ 1.09 $ 1.16 $ 1.28 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 year and the effect of the inclusion would be anti-dilutive. Such shares aggregated approximately 0.5 million , 0.0 million and 0.0 million at December 31, 2015 , 2014 and 2013 , respectively. Stock-based compensation All share-based payments to employees, including grants of employee stock options, restricted stock units, performance share units and stock appreciation rights are recognized in the financial statements based at their fair values. Compensation expense is generally recognized using a straight-line method over the vesting period. Compensation expense for performance share units is recognized using the graded vesting method. We issue shares under our stock based compensation plans out of treasury stock whereby treasury stock is reduced by the weighted average cost of such treasury stock. To the extent there is a difference between the cost of the treasury stock and the exercise price of shares issued under stock based compensation plans, we record gains to paid in capital; losses are recorded to paid in capital to the extent any gain was previously recorded, otherwise the loss is recorded to retained earnings. 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 Loss Balance, December 31, 2014 $ 3,276 $ (30,760 ) $ (12,338 ) $ (39,822 ) Other comprehensive income (loss) before reclassifications, net of tax 4,482 2,739 (16,775 ) (9,554 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a (10,399 ) 3,233 — (7,166 ) Tax expense (benefit) 3,842 (1,194 ) — 2,648 Net current-period other comprehensive income (loss) (2,075 ) 4,778 (16,775 ) (14,072 ) Balance, December 31, 2015 $ 1,201 $ (25,982 ) $ (29,113 ) $ (53,894 ) Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Loss Balance, December 31, 2013 $ (1,385 ) $ (18,918 ) $ 2,731 $ (17,572 ) Other comprehensive income (loss) before reclassifications, net of tax 5,061 (10,551 ) (15,069 ) (20,559 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a (635 ) (2,048 ) — (2,683 ) Tax expense 235 757 — 992 Net current-period other comprehensive income (loss) 4,661 (11,842 ) (15,069 ) (22,250 ) Balance, December 31, 2014 $ 3,276 $ (30,760 ) $ (12,338 ) $ (39,822 ) Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Loss Balance, December 31, 2012 $ (1,130 ) $ (30,375 ) $ 3,924 $ (27,581 ) Other comprehensive income (loss) before reclassifications, net of tax (158 ) 8,618 (1,193 ) 7,267 Amounts reclassified from accumulated other comprehensive income (loss) before tax a (153 ) 4,502 — 4,349 Tax expense (benefit) 56 (1,663 ) — (1,607 ) Net current-period other comprehensive income (loss) (255 ) 11,457 (1,193 ) 10,009 Balance, December 31, 2013 $ (1,385 ) $ (18,918 ) $ 2,731 $ (17,572 ) (a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 13 and Note 9, respectively, for further details. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at December 31: 2015 2014 Raw materials $ 47,681 $ 44,847 Work in process 13,922 13,876 Finished goods 105,291 89,426 $ 166,894 $ 148,149 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following at December 31: 2015 2014 Land $ 4,027 $ 4,243 Building and improvements 90,272 96,953 Machinery and equipment 193,630 191,306 Construction in progress 5,281 5,140 293,210 297,642 Less: Accumulated depreciation (167,758 ) (164,213 ) $ 125,452 $ 133,429 We lease various manufacturing facilities, office facilities and equipment under operating leases. Leasehold improvements related to these facilities are included in building and improvements above. Rental expense on these operating leases was approximately $5,464 , $5,897 and $6,713 for the years ended December 31, 2015 , 2014 and 2013 , respectively. The aggregate future minimum lease commitments for operating leases at December 31, 2015 are as follows: 2016 $ 5,344 2017 4,769 2018 4,567 2019 4,302 2020 1,424 Thereafter 3,264 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 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 years ended December 31, are as follows: 2015 2014 Balance as of January 1, $ 256,232 $ 248,428 Goodwill resulting from business acquisitions 5,369 7,773 Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment (525 ) — Foreign currency translation (425 ) 31 Balance as of December 31, $ 260,651 $ 256,232 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 2015 , the Company entered into three acquisitions totaling a cash purchase price of $6.1 million . Goodwill resulting from business acquisitions in 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. Total accumulated impairment losses aggregated $106,991 at December 31, 2015 and 2014, respectively . Other intangible assets consist of the following: December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer relationships $ 136,871 $ (64,423 ) $ 136,126 $ (59,707 ) Promotional, marketing & distribution rights 149,376 (24,000 ) 149,376 (18,000 ) Patents and other intangible assets 66,688 (42,885 ) 63,464 (41,363 ) Unamortized intangible assets : Trademarks and tradenames 86,544 — 86,544 — $ 439,479 $ (131,308 ) $ 435,510 $ (119,070 ) Customer relationships, trademarks and tradenames, 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 6, 2016, 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 $16.7 million related to the remaining contingent obligation as of December 31, 2015 is accrued in other current liabilities. 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, another $2.4 million payment on April 13, 2015 and a third payment of $1.5 million on November 4, 2015. We expect the remaining milestones to be achieved, and royalty payments to be made, between 2016 and 2021. The remaining contingent consideration totaled $6.3 million as of December 31, 2015 and is included in other current and other long term liabilities. Amortization expense related to intangible assets which are subject to amortization totaled $12.6 million , $13.0 million and $13.7 million for the years ending December 31, 2015, 2014 and 2013 , 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 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 33 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 12 years. Included in patents and other intangible assets at December 31, 2015 is an in-process research and development asset related to the EndoDynamix, Inc. acquisition that is not currently amortized. The estimated amortization expense related to intangible assets at December 31, 2015 for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total 2016 6,882 6,000 $ 12,882 2017 7,578 6,000 $ 13,578 2018 7,525 6,000 $ 13,525 2019 7,525 6,000 $ 13,525 2020 6,906 6,000 $ 12,906 |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long Term Debt Long-term debt consists of the following at December 31: 2015 2014 Revolving line of credit $ 265,609 $ 235,000 Mortgage notes 5,201 6,435 Total long-term debt 270,810 241,435 Less: Current portion 1,339 1,234 $ 269,471 $ 240,201 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. There were $265.6 million in borrowings outstanding on the revolving credit facility as of December 31, 2015 . Our available borrowings on the revolving credit facility at December 31, 2015 were $179.3 million with approximately $5.1 million of outstanding letters of credit. Interest rates on the amended and restated senior credit agreement are at LIBOR plus 1.50% ( 1.93% at December 31, 2015 ) or an alternative base rate. For those borrowings where we elect 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 1.00% , plus an additional margin of 0.50% . The amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The amended and restated senior credit agreement contains covenants and restrictions which, among other things, require the maintenance of certain financial ratios (the most restrictive of which is the senior leverage ratio) and restrict dividend payments and the incurrence of certain indebtedness and other activities, including acquisitions and dispositions. We were in full compliance with these covenants and restrictions as of December 31, 2015 . We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales. On January 17, 2013, we had entered into an amended and restated credit agreement. In connection with the refinancing, we recorded a $0.3 million loss on the early extinguishment of debt related to the write-off of unamortized deferred financing costs under the then existing senior credit agreement. As further described in Note 15, on January 4, 2016, we entered into a fifth amended and restated senior credit agreement (the “fifth amended and restated senior credit agreement”) consisting of: (a) a $175.0 million term loan facility and (b) a $525.0 million revolving credit facility both expiring on January 4, 2021. The term loan is payable in quarterly installments increasing over the term of the facility. We have a mortgage note outstanding in connection with the Largo, Florida property and facilities bearing interest at 8.25% per annum with semiannual payments of principal and interest through June 2019. The principal balance outstanding on the mortgage note aggregated $5.2 million at December 31, 2015 . The mortgage note is collateralized by the Largo, Florida property and facilities. The scheduled maturities of long-term debt outstanding at December 31, 2015 are as follows: 2016 $ 1,339 2017 1,452 2018 1,574 2019 836 2020 265,609 Thereafter — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes for the years ended December 31, 2015 , 2014 and 2013 consists of the following: 2015 2014 2013 Current tax expense (benefit): Federal $ 4,208 $ 2,256 $ (2,274 ) State 1,238 516 502 Foreign 6,949 11,995 9,247 12,395 14,767 7,475 Deferred income tax expense (benefit) 2,251 (284 ) 7,218 Provision for income taxes $ 14,646 $ 14,483 $ 14,693 A reconciliation between income taxes computed at the statutory federal rate and the provision for income taxes for the years ended December 31, 2015 , 2014 and 2013 follows: 2015 2014 2013 Tax provision at statutory rate based on income before income taxes 35.0 % 35.0 % 35.0 % State income taxes, net of federal tax benefit 3.2 1.7 1.8 Impact of repatriation of foreign earnings 2.5 — — New York State corporate tax reform — 5.5 — Stock-based compensation — (0.2 ) (0.5 ) Foreign income taxes (3.6 ) (4.8 ) (3.1 ) Federal research credit (2.0 ) (2.1 ) (2.8 ) Settlement of taxing authority examinations (0.6 ) (3.7 ) (2.0 ) European permanent deduction (2.1 ) (3.8 ) (2.4 ) Non deductible/non-taxable items 1.8 1.8 2.9 Other, net (1.8 ) 1.6 0.1 32.4 % 31.0 % 29.0 % The tax effects of the significant temporary differences which comprise the deferred income tax assets and liabilities at December 31, 2015 and 2014 are as follows: 2015 2014 Assets: Inventory $ 3,938 $ 4,476 Net operating losses 6,421 10,207 Capitalized research and development 5,733 1,850 Deferred compensation 2,557 3,507 Accounts receivable 2,938 2,604 Compensation and benefits 7,365 6,003 Accrued pension 3,944 6,186 Research and development credit 7,094 6,198 Other 3,245 1,564 Foreign tax credit — 2,283 Less: valuation allowances (124 ) (293 ) 43,111 44,585 Liabilities: Goodwill and intangible assets 122,623 120,012 Depreciation 11,999 14,041 State taxes 7,427 6,737 Contingent interest 203 272 142,252 141,062 Net liability $ (99,141 ) $ (96,477 ) Income before income taxes consists of the following U.S. and foreign income: 2015 2014 2013 U.S. income $ 18,119 $ 12,374 $ 20,106 Foreign income 27,025 34,301 30,526 Total income $ 45,144 $ 46,675 $ 50,632 As of December 31, 2015 , the amount of federal net operating loss carryforward was $18.0 million and begins to expire in 2026. As of December 31, 2015 , the amount of federal research credit carryforward available was $7.1 million . These credits begin to expire in 2027. In New York State, corporate tax reform enacted in March 2014 changed the tax rate of a manufacturing company such as our Company to essentially 0% . Previously recorded New York State net deferred tax assets of $2.3 million , including $3.3 million of future tax benefits associated with state tax credits, have been written off as a non-cash charge to income tax expense. During the fourth quarter of 2015, the Company repatriated $9.3 million of 2015 foreign earnings and recorded a tax charge of $1.1 million . The repatriated earnings represented a portion of the current year earnings of certain foreign subsidiaries and affiliates and thus were not previously permanently reinvested. There has been no change in our longer term international plans as our intent to indefinitely reinvest foreign earnings accumulated through the year ended December 31, 2014 has not changed. U.S. income and foreign withholding taxes have not been recognized on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries that are essentially permanent in duration. The amount of such temporary differences totaled $95.1 million as of December 31, 2015 . It is not practicable given the complexities of the hypothetical foreign tax credit calculation to determine the tax liability on this temporary difference. The Company is subject to taxation in the United States and various states and foreign jurisdictions. Taxing authority examinations can involve complex issues and may require an extended period of time to resolve. Our Federal income tax returns have been examined by the Internal Revenue Service (“IRS”) for calendar years ending through 2013. We recognize tax liabilities in accordance with the provisions for accounting for uncertainty in income taxes. Such guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The following table summarizes the activity related to our unrecognized tax benefits for the years ending December 31,: 2015 2014 2013 Balance as of January 1, $ 581 $ 1,689 $ 1,587 Increases for positions taken in prior periods 100 45 70 Increases for positions taken in current periods — — 1,132 Decreases in unrecorded tax positions related to settlement with the taxing authorities — (1,073 ) (1,010 ) Decreases in unrecorded tax positions related to lapse of statute of limitations (65 ) (80 ) (90 ) Balance as of December 31, $ 616 $ 581 $ 1,689 If the total unrecognized tax benefits of $0.6 million at December 31, 2015 were recognized, it would reduce our annual effective tax rate. The amount of interest accrued in 2015 related to these unrecognized tax benefits was not material and is included in the provision for income taxes in the consolidated statements of comprehensive income. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity On February 29, 2012, the Board of Directors adopted a cash dividend policy and declared an initial quarterly dividend of $0.15 per share. On October 28, 2013, the Board of Directors increased the quarterly dividend to $0.20 per share. The fourth quarter dividend for 2015 was paid on January 5, 2016 to shareholders of record as of December 15, 2015. The total dividend payable at December 31, 2015 was $5.5 million and is included in other current liabilities in the consolidated balance sheet. Our shareholders have authorized 500,000 shares of preferred stock, par value $.01 per share, which may be issued in one or more series by the Board of Directors without further action by the shareholders. As of December 31, 2015 and 2014 , no preferred stock had been issued. Our Board of Directors has authorized a $200.0 million share repurchase program. Through December 31, 2015 , we have repurchased a total of 6.1 million shares of common stock aggregating $162.6 million under this authorization and have $37.4 million remaining available for share repurchases. The repurchase program calls for shares to be purchased in the open market or in private transactions from time to time. We may suspend or discontinue the share repurchase program at any time. During 2015 , we did not repurchase any shares. During 2014 , we repurchased 0.4 million shares for an aggregate cost of $16.9 million . During 2013 , we repurchased 1.6 million shares for an aggregate cost of $50.6 million . We have reserved 8.8 million shares of common stock for issuance to employees and directors under three shareholder approved share-based compensation plans (the "Plans") of which approximately 2.1 million shares remain available for grant at December 31, 2015 . The exercise price on all outstanding stock appreciation rights (“SARs”) is equal to the quoted fair market value of the stock at the date of grant. Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are valued at the market value of the underlying stock on the date of grant. SARs, RSUs and PSUs are non-transferable other than on death and generally become exercisable over a five year period from date of grant. SARs expire ten years from date of grant. SARs are only settled in shares of the Company’s stock. The issuance of shares pursuant to the exercise of stock options and SARs and vesting of RSUs and PSUs are from the Company’s treasury stock. Total pre-tax stock-based compensation expense recognized in the consolidated statements of comprehensive income was $7.5 million , $9.3 million and $5.6 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. These amounts are included in selling and administrative expenses, and in 2015 and 2014, $1.0 million and $3.9 million , respectively, of the total relates to acceleration of awards associated with the Company's restructuring as further described in Note 11. Tax related benefits of $2.7 million , $3.4 million and $2.1 million were also recognized for the years ended December 31, 2015 , 2014 and 2013 , respectively. Cash received from the exercise of stock options was $0.2 million , $1.8 million and $16.7 million for the years ended December 31, 2015 , 2014 and 2013 , respectively, and is reflected in cash flows from financing activities in the consolidated statements of cash flows. The Company uses the Black-Scholes option pricing model to estimate the fair value of options and SARs at the date of grant. Use of a valuation model requires management to make certain assumptions with respect to select model inputs. Expected volatilities are based upon historical volatility of the Company’s stock over a period equal to the expected life of each option and SAR grant. The risk free interest rate is based on the option and SAR grant date for a traded U.S. Treasury bond with a maturity date closest to the expected life. The expected annual dividend yield is based on the Company's anticipated cash dividend payouts. The expected life represents the period of time that the options and SARs are expected to be outstanding based on a study of historical data of option holder exercise and termination behavior. The following table illustrates the assumptions used in estimating fair value in the years ended December 31, 2015 , 2014 and 2013 . 2015 2014 2013 Grant date fair value of SARs $ 11.37 $ 13.40 $ 9.77 Expected stock price volatility 25.96 % 34.85 % 35.88 % Risk-free interest rate 1.49 % 1.53 % 1.04 % Expected annual dividend yield 1.55 % 1.80 % 1.79 % Expected life of options & SARs (years) 5.7 6.4 6.3 The following table illustrates the stock option and SAR activity for the year ended December 31, 2015 . Number of Shares (in 000’s) Weighted- Average Exercise Price Outstanding at December 31, 2014 453 $ 28.85 Granted 609 $ 51.48 Forfeited (19 ) $ 48.32 Exercised (123 ) $ 29.01 Outstanding at December 31, 2015 920 $ 43.47 Exercisable at December 31, 2015 219 $ 26.00 SARs expected to vest 701 $ 48.92 The weighted average remaining contractual term for SARs outstanding and exercisable at December 31, 2015 was 7.9 years and 4.8 years, respectively. The aggregate intrinsic value of SARs outstanding and exercisable at December 31, 2015 was $5.0 million and $4.0 million , respectively. The aggregate intrinsic value of stock options and SARs exercised during the years ended December 31, 2015 , 2014 and 2013 was $2.8 million , $10.7 million and $4.7 million , respectively. The following table illustrates the RSU and PSU activity for the year ended December 31, 2015 . Number of Shares (in 000’s) Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2014 322 $ 33.14 Granted 226 $ 45.75 Vested (138 ) $ 32.04 Forfeited (57 ) $ 35.63 Outstanding at December 31, 2015 353 $ 41.23 The weighted average fair value of awards of RSUs and PSUs granted in the years ended December 31, 2015 , 2014 and 2013 was $45.75 , $43.21 and $33.02 , respectively. The total fair value of shares vested was $6.0 million , $11.6 million and $7.1 million for the years ended December 31, 2015 , 2014 and 2013 , respectively. As of December 31, 2015 , there was $17.4 million of total unrecognized compensation cost related to nonvested SARs, RSUs and PSUs granted under the Plans which is expected to be recognized over a weighted average period of 3.3 years. We offer to our employees a shareholder-approved Employee Stock Purchase Plan (the “Employee Plan”), under which we have reserved 1.0 million shares of common stock for issuance to our employees. The Employee Plan provides employees with the opportunity to invest from 1% to 10% of their annual salary to purchase shares of CONMED common stock at a purchase price equal to 95% of the fair market value of the common stock on the exercise date. During 2015 , we issued approximately 13,000 shares of common stock under the Employee Plan. No stock-based compensation expense has been recognized in the accompanying consolidated financial statements as a result of common stock issuances under the Employee Plan. |
Business Segments and Geographi
Business Segments and Geographic Areas | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Business Segments and Geographic Areas | Business Segments and Geographic Areas 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: 2015 2014 2013 Orthopedic surgery $ 388,948 $ 402,750 $ 410,171 General surgery 274,190 279,356 286,747 Surgical visualization 56,030 57,949 65,786 Consolidated net sales $ 719,168 $ 740,055 $ 762,704 Net sales information for geographic areas consists of the following: 2015 2014 2013 United States $ 361,452 $ 360,960 $ 375,473 Canada 57,629 63,686 73,457 United Kingdom 26,703 30,496 28,471 Japan 37,809 37,230 36,705 Australia 33,810 38,711 38,752 All other countries 201,765 208,972 209,846 Total $ 719,168 $ 740,055 $ 762,704 Sales are attributed to countries based on the location of the customer. There were no significant investments in long-lived assets located outside the United States at December 31, 2015 and 2014 . No single customer represented over 10% of our consolidated net sales for the years ended December 31, 2015 , 2014 and 2013 . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor an employee savings plan (“401(k) plan”) covering substantially all of our United States based employees. We also sponsor a defined benefit pension plan (the “pension plan”) that was frozen in 2009. It covered substantially all our United States based employees at the time it was frozen. Total employer contributions to the 401(k) plan were $7.6 million , $6.9 million and $7.3 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. We use a December 31, measurement date for our pension plan. Gains and losses are amortized on a straight-line basis over the average remaining service period of active participants. The following table provides a reconciliation of the projected benefit obligation, plan assets and funded status of the pension plan at December 31: 2015 2014 Accumulated Benefit Obligation $ 78,437 $ 91,107 Change in benefit obligation Projected benefit obligation at beginning of year $ 91,107 $ 75,946 Service cost 240 271 Interest cost 3,394 3,465 Actuarial (gain) loss (11,806 ) 16,546 Benefits paid (1,620 ) (1,414 ) Settlement (2,878 ) (3,707 ) Projected benefit obligation at end of year $ 78,437 $ 91,107 Change in plan assets Fair value of plan assets at beginning of year $ 73,431 $ 76,442 Actual gain on plan assets (1,765 ) 2,110 Benefits paid (1,620 ) (1,414 ) Settlement (2,878 ) (3,707 ) Fair value of plan assets at end of year $ 67,168 $ 73,431 Funded status $ (11,269 ) $ (17,676 ) Amounts recognized in the consolidated balance sheets consist of the following at December 31,: 2015 2014 Other long-term liabilities $ (11,269 ) $ (17,676 ) Accumulated other comprehensive loss (41,205 ) (48,782 ) The following actuarial assumptions were used to determine our accumulated and projected benefit obligations as of December 31,: 2015 2014 Discount rate 4.54 % 3.81 % Expected return on plan assets 8.00 % 8.00 % Accumulated other comprehensive loss for the years ended December 31, 2015 and 2014 consists of net actuarial losses of $41,205 and $48,782 , respectively, not yet recognized in net periodic pension cost (before income taxes). Other changes in plan assets and benefit obligations recognized in other comprehensive income in 2015 are as follows: Current year actuarial gain $ 4,344 Amortization of actuarial loss 3,233 Total recognized in other comprehensive loss $ 7,577 The estimated portion of net actuarial loss in accumulated other comprehensive loss that is expected to be recognized as a component of net periodic pension cost in 2016 is $2.8 million . Net periodic pension cost for the years ended December 31, consists of the following: 2015 2014 2013 Service cost $ 240 $ 271 $ 253 Interest cost on projected benefit obligation 3,394 3,465 3,315 Expected return on plan assets (5,697 ) (2,297 ) (5,491 ) Amortization of loss 3,233 (2,048 ) 3,059 Settlement expense — — 1,443 Net periodic pension (income) cost $ 1,170 $ (609 ) $ 2,579 The following actuarial assumptions were used to determine our net periodic pension benefit cost for the years ended December 31,: 2015 2014 2013 Discount rate 3.81 % 4.75 % 3.90 % Expected return on plan assets 8.00 % 8.00 % 8.00 % In 2016, we are changing the method we use to estimate the interest cost component of net periodic pension cost. Historically, we estimated the interest cost component using a single weighted-average discount rate derived from the yield curve used to measure the benefit obligation at the beginning of the period. We have elected to use a full yield curve approach in the estimation of this component of benefit cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation that correlate to the relevant projected cash flows ("spot rate approach"). This change provides a more precise measurement of interest cost. This change does not affect the measurement of our total benefit obligation as the change in interest cost is completely offset by the actuarial (gain) loss reported. We have accounted for this change as a change in estimate and, accordingly, will account for it prospectively in 2016. In determining the expected return on pension plan assets, we consider the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, we consult with financial and investment management professionals in developing appropriate targeted rates of return. Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements. The allocation of pension plan assets by category is as follows at December 31,: Percentage of Pension Plan Assets Target Allocation 2015 2014 2016 Equity securities 86 % 84 % 75 % Debt securities 14 16 25 Total 100 % 100 % 100 % As of December 31, 2015 , the Plan held 27,562 shares of our common stock, which had a fair value of $1.2 million . We believe that our long-term asset allocation on average will approximate the targeted allocation. We regularly review our actual asset allocation and periodically rebalance the pension plan’s investments to our targeted allocation when deemed appropriate. The following table sets forth the fair value of pension plan assets as of December 31: 2015 2014 Common Stock $ 34,466 $ 35,337 Money Market Fund 1,302 3,320 Mutual Funds 23,576 26,671 Fixed Income Securities 7,824 8,103 Total Assets at Fair Value $ 67,168 $ 73,431 FASB guidance defines fair value and establishes a framework for measuring fair value and related disclosure requirements. 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. Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2015 and 2014 : Common Stock: Common stock is valued at the closing price reported on the common stock’s respective stock exchange and is classified within level 1 of the valuation hierarchy. Money Market Fund: These investments are public investment vehicles valued using $1 for the Net Asset Value (NAV). The money market fund is classified within level 2 of the valuation hierarchy. Mutual Funds: These investments are public investment vehicles valued using the NAV provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The NAV is a quoted price in an active market and is classified within level 1 of the valuation hierarchy. Fixed Income Securities: Valued at the closing price reported on the active market on which the individual securities are traded and are classified within level 1 of the valuation hierarchy. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the pension plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table sets forth by level, within the fair value hierarchy, the pension plan's assets at fair value as of December 31, 2015 and December 31, 2014 : December 31, 2015 Level 1 Level 2 Total Common Stock $ 34,466 $ — $ 34,466 Money Market Fund — 1,302 1,302 Mutual Funds 23,576 — 23,576 Fixed Income Securities 7,824 — 7,824 $ 65,866 $ 1,302 $ 67,168 December 31, 2014 Level 1 Level 2 Total Common Stock $ 35,337 $ — $ 35,337 Money Market Fund — 3,320 3,320 Mutual Funds 26,671 — 26,671 Fixed Income Securities 8,103 — 8,103 $ 70,111 $ 3,320 $ 73,431 We do not expect to make any contributions to our pension plan for 2016 . The following table summarizes the benefits expected to be paid by our pension plan in each of the next five years and in aggregate for the following five years. The expected benefit payments are estimated based on the same assumptions used to measure the Company’s projected benefit obligation at December 31, 2015 and reflect the impact of expected future employee service. 2016 $4,164 2017 4,210 2018 4,304 2019 4,741 2020 4,982 2021-2025 24,828 |
Legal Matters and Contingencies
Legal Matters and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies | Legal Matters and Contingencies 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 responded to these questions on April 25, 2015. The remediation costs to date have not been material, although there can be no assurance that responding to the Form 483 observations or 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. |
Restructuring and Other Expense
Restructuring and Other Expense | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring Expenses and Other Operating Expenses [Abstract] | |
Restructuring and Other Expense | Restructuring and Other Expense Restructuring and other expense for the year ended December 31, consists of the following: 2015 2014 2013 Facility consolidation costs $ 8,016 $ 5,612 $ 6,489 Termination of a product offering — — $ 2,137 Restructuring costs included in cost of sales $ 8,016 $ 5,612 $ 8,626 Restructuring costs $ 13,655 $ 3,354 $ 8,750 Business and asset acquisition costs 2,543 722 — Management restructuring costs — 12,546 — Shareholder activism costs — 3,966 — Patent dispute and other matters — 3,374 3,206 Pension settlement expense — — 1,443 Restructuring and other expense included in selling and administrative expense $ 16,198 $ 23,962 $ 13,399 During 2015 , we incurred $2.5 million in acquisition related costs associated with the January 4, 2016 acquisition of SurgiQuest, Inc. as further described in Note 15 and other acquisitions during 2015. During 2014 , we incurred $0.7 million in costs associated with the EndoDynamix, Inc. acquisition as further described in Note 4. During 2014 , we incurred $4.0 million in professional fees related to shareholder activism. During 2014 and 2013, we incurred $3.4 million and $3.2 million , respectively in legal and settlement costs. Legal costs for a patent infringement claim that we settled totaled $1.9 million and $3.2 million in 2014 and 2013, respectively. The 2014 patent infringement claim costs included $0.9 million in settlement costs during the first quarter of 2014. The remaining $1.5 million in 2014 legal costs were associated with a legal matter in which we prevailed at trial and consulting fees. During 2013, we had a higher level of lump sum withdrawals from pension plan participants. This resulted in an acceleration of the recognition of a portion of our projected benefit obligation and we therefore recorded a pension settlement expense of $1.4 million . During 2015 , 2014 and 2013 , we continued our operational restructuring plan. In 2015, we completed the consolidation of our Centennial, Colorado manufacturing operations into other existing CONMED manufacturing facilities. 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 $8.0 million , $5.6 million and $6.5 million in costs associated with the operational restructuring during the years ending December 31, 2015 , 2014 and 2013 , 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. In conjunction with the consolidation of our Centennial, Colorado manufacturing operations, the facility is currently held for sale and classified as a current asset in the Consolidated Balance Sheet. The net book value of this facility at December 31, 2015 was $3.1 million . As part of our ongoing restructuring, the Company discontinued a patient monitoring product offering and incurred $2.1 million in costs which were charged to cost of sales during 2013 . During 2015 , 2014 and 2013 , we restructured certain selling and administrative functions and incurred $13.7 million , $3.4 million and $8.8 million , respectively, in related costs consisting principally of severance charges and, for the 2013 year, also included the write-off of certain patents. During 2014 , we incurred $12.5 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, consulting fees 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 $7.2 million at December 31, 2015 mainly related to severance costs associated with restructuring. Below is a rollforward of the costs incurred and cash expenditures associated with these activities during 2015, 2014 and 2013 : Balance as of January 1, 2013 $ 4,123 Expenses incurred 17,376 Payments made (18,371 ) Balance as of December 31, 2013 3,128 Expenses incurred 21,512 Payments made (16,386 ) Balance as of December 31, 2014 8,254 Expenses incurred 21,671 Payments made (22,750 ) Balance, December 31, 2015 $ 7,175 A significant portion of this accrual will be paid out in 2016. |
Guarantees
Guarantees | 12 Months Ended |
Dec. 31, 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 year ended December 31, are as follows: 2015 2014 2013 Balance as of January 1, $ 2,286 $ 2,422 $ 3,636 Provision for warranties 3,836 3,492 3,061 Claims made (3,613 ) (3,628 ) (4,275 ) Balance as of December 31, $ 2,509 $ 2,286 $ 2,422 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement 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 December 31, 2015 which have been accounted for as cash flow hedges totaled $105.5 million . Net realized gains recognized for forward contracts accounted for as cash flow hedges approximated $10.4 million , $0.6 million and $0.2 million for the years ended December 31, 2015, 2014 and 2013 , 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 $1.2 million at December 31, 2015 . It is expected these unrealized gains will be recognized in the consolidated statement of comprehensive income in 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 December 31, 2015 which have not been designated as hedges totaled $22.3 million . Net realized gains (losses) recognized in connection with those forward contracts not accounted for as hedges approximated $0.4 million , -$0.2 million and -$0.3 million for the years ended December 31, 2015, 2014 and 2013 , respectively, offsetting losses on our intercompany receivables of -$0.8 million , -$0.5 million and -$0.8 million for the years ended December 31, 2015, 2014 and 2013 , respectively. These gains and losses have been recorded in selling and administrative expense in the consolidated 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 December 31, 2015 and 2014 : December 31, 2015 Asset Fair Liabilities Fair Net Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses & other current assets $ 2,931 Prepaid expenses & other current assets $ (1,026 ) $ 1,905 Derivatives not designated as hedging instruments: Foreign exchange contracts Prepaid expenses & other current assets 4 Prepaid expenses & other current assets (38 ) (34 ) Total derivatives $ 2,935 $ (1,064 ) $ 1,871 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 & other current assets $ 6,167 Prepaid expenses & other current assets $ (971 ) $ 5,196 Derivatives not designated as hedging instruments: Foreign exchange contracts Prepaid expenses & other current assets 44 Prepaid expenses & 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 December 31, 2015 and December 31, 2014 we have recorded the net fair value of $1.9 million and $5.2 million , respectively, in prepaids 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 acquisition. Valuation Techniques. Assets and liabilities carried at fair value and measured on a recurring basis as of December 31, 2015 consist of forward foreign exchange contracts and contingent liabilities associated with a business acquisition as further described in Note 4. 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 valued using Level 2 inputs 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 4. 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 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. There have been no significant changes in the assumptions since the acquisition. The carrying amounts reported in our balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximate fair value. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 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 April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs. This ASU requires an entity to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability consistent with debt discounts. In August 2015, the FASB also issued ASU No. 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements" to clarify the guidance in ASU 2015-03 as it 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. These ASUs are 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 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 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. In November 2015, the FASB issued ASU No. 2015-17 "Income Taxes (ASC 740): Balance Sheet Classification of Deferred Taxes". This ASU requires all deferred income tax assets and liabilities be presented as non-current in classified balance sheets. This can be applied prospectively or retrospectively and must disclose the reason for the change in accounting principle, the application applied and if applied retrospectively, include quantitative information about the effects of the change on prior periods. This standard is effective for annual and interim periods beginning after December 15, 2016. The Company does not believe this new guidance will have a material impact on the consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent Events On January 4, 2016, we completed the acquisition of SurgiQuest, Inc. ("SurgiQuest") for $265 million in cash, subject to customary purchase price adjustments related to the amount of SurgiQuest's cash, debt, working capital and transaction expenses. SurgiQuest develops, manufactures, and markets the AirSeal ® System, the first integrated access management technology for use in laparoscopic and robotic procedures. This proprietary and differentiated access system is complementary to our current advanced surgical offering. The acquisition was funded through a combination of cash on hand and long-term borrowings as further described below. In 2015, we incurred pre-tax transaction costs of $1.7 million related to the SurgiQuest acquisition which are recorded in selling and administrative expense. We are currently working through the purchase price allocation process. On January 4, 2016, we entered into a fifth amended and restated senior credit agreement (the “fifth amended and restated senior credit agreement”) consisting of: (a) a $175.0 million term loan facility and (b) a $525.0 million revolving credit facility both expiring on January 4, 2021. The term loan is payable in quarterly installments increasing over the term of the facility. Proceeds from the term loan facility and borrowings under the revolving credit facility were used to repay the then existing senior credit agreement and to finance the acquisition of SurgiQuest, Inc. Initial interest rates are at LIBOR plus a base rate or a Eurocurrency rate plus an applicable margin. Initially, the applicable margin for base rate loans is 1.00% and for Eurocurrency rate loans is 2.00% . |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Selected quarterly financial data for 2015 and 2014 are as follows: Three Months Ended March June September December 2015 Net sales $ 177,940 $ 181,027 $ 169,184 $ 191,017 Gross profit 92,282 93,498 93,546 102,376 Net income 6,312 7,461 8,873 7,852 EPS: Basic $ .23 $ .27 $ .32 $ .28 Diluted .23 .27 .32 .28 Three Months Ended March June September December 2014 Net sales $ 181,941 $ 188,150 $ 174,961 $ 195,003 Gross profit 102,582 101,028 96,414 104,033 Net income 8,626 10,255 1,972 11,339 EPS: Basic $ .32 $ .38 $ .07 $ .41 Diluted .31 .37 .07 .41 Items Included In Selected Quarterly Financial Data: 2015 First Quarter During the first quarter of 2015 , we incurred $2.3 million in costs associated with the consolidation of our Centennial, Colorado manufacturing operations into other existing CONMED manufacturing facilities. These costs were charged to cost of sales and include severance and other charges associated with the consolidation – see Note 11. During the first quarter of 2015 , we recorded a charge of $6.2 million to selling and administrative expense related to the restructuring of certain selling and administrative functions which includes severance costs and other related costs - see Note 11. Second Quarter During the second quarter of 2015 , we incurred $1.5 million in costs associated with the consolidation of our Centennial, Colorado manufacturing operations into other existing CONMED manufacturing facilities. These costs were charged to cost of sales and include severance and other charges associated with the consolidation – see Note 11. During the second quarter of 2015 , we recorded a charge of $2.2 million to selling and administrative expense related to the restructuring of certain selling and administrative functions which includes severance costs and other related costs - see Note 11. Third Quarter During the third quarter of 2015 , we incurred $1.3 million in costs associated with the consolidation of our Centennial, Colorado manufacturing operations into other existing CONMED manufacturing facilities. These costs were charged to cost of sales and include severance and other charges associated with the consolidation – see Note 11. During the third quarter of 2015 , we recorded a charge of $1.1 million to selling and administrative expense related to the restructuring of certain selling and administrative functions which includes severance costs and other related costs - see Note 11. Fourth Quarter During the fourth quarter of 2015 , we incurred $2.8 million in costs associated with the consolidation of our Centennial, Colorado manufacturing operations into other existing CONMED manufacturing facilities. These costs were charged to cost of sales – see Note 11. During the fourth quarter of 2015 , we recorded a charge of $4.3 million to selling and administrative expense related to the restructuring of certain selling and administrative functions which includes severance costs and other related costs - see Note 11. During the fourth quarter of 2015 , we recorded a charge of $2.1 million to selling and administrative expense associated with the purchase of SurgiQuest, Inc and other acquisitions. - see Note 11 and Note 15. 2014 First Quarter During the first quarter of 2014 , we incurred $0.9 million in costs associated with the moving of additional product lines to our manufacturing facility in Chihuahua, Mexico; consolidation of our Finland operations into our Largo, Florida and Utica, New York manufacturing facilities; consolidation of our Westborough, Massachusetts operations into our Largo, Florida and Chihuahua, Mexico manufacturing facilities and the consolidation of our Centennial, Colorado manufacturing operations into other existing CONMED manufacturing facilities. These costs were charged to cost of sales – see Note 11. During the first quarter of 2014 , we recorded a charge of $0.7 million to selling and administrative expense related to the restructuring of certain administrative functions - see Note 11. During the first quarter of 2014 , we recorded a charge of $1.9 million to selling and administrative expense related to legal fees associated with a patent infringement claim, including $0.9 million in settlement costs - see Note 11. During the first quarter of 2014 , we recorded a charge of $0.6 million in selling and administrative expense for professional fees associated with shareholder activism - see Note 11. In New York State, corporate tax reform enacted in March 2014 changed the tax rate of a manufacturing company such as CONMED to essentially 0% . Previously recorded New York State net deferred tax assets of $2.3 million have been written off as a non-cash charge to income tax expense - see Note 6. Second Quarter During the second quarter of 2014 , we incurred $1.4 million in costs associated with the moving of additional product lines to our manufacturing facility in Chihuahua, Mexico and the consolidation of our Centennial, Colorado manufacturing operations into our other existing CONMED manufacturing facilities. These costs were charged to cost of sales – see Note 11. During the second quarter of 2014 , we recorded a charge of $0.5 million to selling and administrative expense related to consolidating certain administrative functions - see Note 11. During the second quarter of 2014 , we recorded a charge of $1.4 million to selling and administrative expense related to a legal matter in which we prevailed at trial and consulting fees - see Note 11. During the second quarter of 2014 , we recorded a charge of $0.9 million to selling and administrative expense related to professional fees associated with shareholder activism - see Note 11. Third Quarter During the third quarter of 2014 , we incurred $1.4 million in costs associated with the moving of additional product lines to our manufacturing facility in Chihuahua, Mexico and the consolidation of our Centennial, Colorado manufacturing operations into our other existing CONMED manufacturing facilities. These costs were charged to cost of sales – see Note 11. During the third quarter of 2014 , we recorded a charge of $0.6 million to selling and administrative expense related to consolidating certain administrative functions - see Note 11. During the third quarter of 2014 , we recorded a charge of $2.4 million to selling and administrative expense related to professional fees associated with shareholder activism - see Note 11. During the third quarter of 2014 , we recorded a charge of $11.0 million to selling and administrative expense related to 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 - see Note 11. During the third quarter of 2014 , we recorded a charge of $0.3 million to selling and administrative expense associated with the purchase of EndoDynamix, Inc. - see Note 11. Fourth Quarter During the fourth quarter of 2014 , we incurred $1.9 million in costs associated with the moving of additional product lines to our manufacturing facility in Chihuahua, Mexico and the consolidation of our Centennial, Colorado manufacturing operations into our other existing CONMED manufacturing facilities. These costs were charged to cost of sales – see Note 11. During the fourth quarter of 2014 , we recorded a charge of $1.5 million to selling and administrative expense related to consolidating certain administrative functions - see Note 11. During the fourth quarter of 2014 , we recorded a charge of $1.5 million to selling and administrative expense related to costs associated with restructuring of executive management. These costs include accelerated vesting of stock-based compensation awards to certain members of executive management, consulting fees and other benefits earned - see Note 11. During the fourth quarter of 2014 , we recorded a charge of $0.3 million to selling and administrative expense associated with the purchase of EndoDynamix, Inc. - See Note 11. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II—Valuation and Qualifying Accounts (In thousands) Additions Balance at Beginning of Period Charged to Costs and Expenses Balance at End of Period Description Deductions 2015 Allowance for bad debts $ 1,239 $ 493 $ (396 ) $ 1,336 Sales returns and allowance 3,081 521 (185 ) 3,417 Deferred tax asset valuation allowance 293 — (169 ) 124 2014 Allowance for bad debts $ 1,384 $ 517 $ (662 ) $ 1,239 Sales returns and allowance 3,098 252 (269 ) 3,081 Deferred tax asset valuation allowance — 293 — 293 2013 Allowance for bad debts $ 1,203 $ 421 $ (240 ) $ 1,384 Sales returns and allowance 3,609 398 (909 ) 3,098 Deferred tax asset valuation allowance — — — — |
Operations and Significant Ac25
Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of CONMED Corporation and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments which affect the reported amounts of assets, liabilities, related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, rebates and sales allowances, inventory allowances, purchased in-process research and development, pension benefits, goodwill and intangible assets, contingent consideration, contingencies and other accruals. We base our estimates on historical experience and on various other assumptions which are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. Estimates and assumptions are reviewed periodically, and the effect of revisions is reflected in the consolidated financial statements in the period they are determined to be necessary. |
Cash and cash equivalents | Cash and cash equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Inventories | Inventories Inventories are valued at the lower of cost or market. Cost is determined on the FIFO (first-in, first-out) method of accounting. We write-off excess and obsolete inventory resulting from the inability to sell our products at prices in excess of current carrying costs. We make estimates regarding the future recoverability of the costs of our products and record a provision for excess and obsolete inventories based on historical experience and expected future trends. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the following estimated useful lives: Building and improvements 12 to 40 years Leasehold improvements Shorter of life of asset or life of lease Machinery and equipment 2 to 15 years |
Goodwill and other intangible assets | Goodwill and other intangible assets We have a history of growth through acquisitions. 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. Customer relationships, trademarks, tradenames, 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”). We have accumulated goodwill of $260.7 million and other intangible assets of $308.2 million as of December 31, 2015 . Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to at least annual impairment testing. It is our policy to perform our annual impairment testing in the fourth quarter. The identification and measurement of goodwill impairment involves the estimation of the fair value of our business. Estimates of fair value are based on the best information available as of the date of the assessment. During 2015 , we completed our goodwill impairment testing with data as of October 1, 2015. We performed a Step 1 impairment test in accordance with Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 350-20-35 utilizing the market capitalization approach to determine whether the fair value of a reporting unit is less than its carrying amount. Based upon our assessment, we believe the fair value continues to exceed carrying value. Intangible assets with a finite life are amortized over the estimated useful life of the asset and are evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of an intangible asset subject to amortization is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. An impairment loss is recognized by reducing the carrying amount of the intangible asset to its current fair value. Customer relationship assets arose principally as a result of the 1997 acquisition of Linvatec Corporation. These assets represent the acquisition date fair value of existing customer relationships based on the after-tax income expected to be derived during their estimated remaining useful life. The useful lives of these customer relationships were not, and are not, limited by contract or any economic, regulatory or other known factors. The estimated useful life of the Linvatec customer relationship assets was determined as of the date of acquisition as a result of a study of the observed pattern of historical revenue attrition during the 5 years immediately preceding the acquisition of Linvatec Corporation. This observed attrition pattern was then applied to the existing customer relationships to derive the future expected useful life of the customer relationships. This analysis indicated an annual attrition rate of 2.6% . Assuming an exponential attrition pattern, this equated to an average remaining useful life of approximately 38 years for the Linvatec customer relationship assets. Customer relationship intangible assets arising as a result of other business acquisitions are being amortized over a weighted average life of 18 years. The weighted average life for customer relationship assets in aggregate is 33 years. We evaluate the remaining useful life of our customer relationship intangible assets each reporting period in order to determine whether events and circumstances warrant a revision to the remaining period of amortization. In order to further evaluate the remaining useful life of our customer relationship intangible assets, we perform an analysis and assessment of actual customer attrition and activity as events and circumstances warrant. This assessment includes a comparison of customer activity since the acquisition date and review of customer attrition rates. In the event that our analysis of actual customer attrition rates indicates a level of attrition that is in excess of that which was originally contemplated, we would change the estimated useful life of the related customer relationship asset with the remaining carrying amount amortized prospectively over the revised remaining useful life. We test our customer relationship assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors specific to our customer relationship assets which might lead to an impairment charge include a significant increase in the annual customer attrition rate or otherwise significant loss of customers, significant decreases in sales or current-period operating or cash flow losses or a projection or forecast of losses. We do not believe that there have been events or changes in circumstances which would indicate the carrying amount of our customer relationship assets might not be recoverable. Trademarks and tradenames were recognized principally in connection with the 1997 acquisition of Linvatec Corporation. We continue to market products, release new product and product extensions and maintain and promote these trademarks and tradenames in the marketplace through legal registration and such methods as advertising, medical education and trade shows. It is our belief that these trademarks and tradenames will generate cash flow for an indefinite period of time. Therefore, our trademarks and tradenames intangible assets are not amortized. During 2015 , we completed our impairment testing of trademarks and tradenames with data as of October 1, 2015. We performed a Step 1 impairment test in accordance with ASC 350-30-35 utilizing the relief from royalty income approach to determine whether the fair value of the Linvatec trademark and tradenames are less than their carrying amounts. Fair value is determined based on discounted cash flow analyses that include significant management assumptions such as revenue growth rates, weighted average cost of capital, and assumed royalty rates. Based upon our assessment, we believe the fair value continues to exceed carrying value. For all other indefinite lived intangible assets, we perform a qualitative impairment test in accordance with ASC 350-30-35. Based upon this assessment, we have determined that it is unlikely that our indefinite lived intangible assets are impaired. |
Other long-lived assets | Other long-lived assets We review asset carrying amounts for impairment (consisting of intangible assets subject to amortization and property, plant and equipment) whenever events or circumstances indicate that such carrying amounts may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value to its current fair value. |
Translation of foreign currency financial statements | Translation of foreign currency financial statements Assets and liabilities of foreign subsidiaries have been translated into United States dollars at the applicable rates of exchange in effect at the end of the period reported. Revenues and expenses have been translated at the applicable weighted average rates of exchange in effect during the period reported. Translation adjustments are reflected in accumulated other comprehensive loss. Transaction gains and losses are included in net income. |
Foreign exchange and hedging activity | Foreign exchange and hedging activity We manage our foreign currency transaction risks through the use of forward contracts to hedge forecasted cash flows associated with foreign currency transaction exposures. 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 reclassified into earnings as a component of sales or cost of sales when the forecasted transaction occurs. 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. We record these forward contracts at fair value with resulting gains and losses included in selling and administrative expense in the consolidated statements of comprehensive income. |
Income taxes | Income taxes Deferred income tax assets and liabilities are based on the difference between the financial statement and tax basis of assets and liabilities and operating loss and tax credit carryforwards as measured by the enacted tax rates that are anticipated to be in effect in the respective jurisdictions when these differences reverse. The deferred income tax provision generally represents the net change in the assets and liabilities for deferred income taxes. A valuation allowance is established when it is necessary to reduce deferred income tax assets to amounts for which realization is likely. In assessing the need for a valuation allowance, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards. Valuation allowances related to deferred tax assets may be impacted by changes to tax laws, changes to statutory tax rates, reversal of temporary differences and ongoing and future taxable income levels. Deferred income taxes are not provided on the unremitted earnings of subsidiaries outside of the United States when it is expected that these earnings are permanently reinvested. Such earnings may become taxable upon a repatriation of assets from a subsidiary or the sale or liquidation of a subsidiary. Deferred income taxes are provided when the Company no longer considers subsidiary earnings to be permanently invested, such as in situations where the Company’s subsidiaries plan to make future dividend distributions. |
Revenue recognition | Revenue recognition Revenue is recognized when title has been transferred to the customer which is at the time of shipment. The following policies apply to our major categories of revenue transactions: • Sales to customers are evidenced by firm purchase orders. Title and the risks and rewards of ownership are transferred to the customer when product is shipped under our stated shipping terms. Payment by the customer is due under fixed payment terms and collectability is reasonably assured. • We place certain of our capital equipment with customers on a loaned basis in return for commitments to purchase related single-use products over time periods generally ranging from one to three years. In these circumstances, no revenue is recognized upon capital equipment shipment as the equipment is loaned and subject to return if certain minimum single-use purchases are not met. Revenue is recognized upon the sale and shipment of the related single-use products. The cost of the equipment is amortized over its estimated useful life. • We recognize revenues related to the promotion and marketing of sports medicine allograft tissue in accordance with the contractual terms of our agreement with Musculoskeletal Transplant Foundation (“MTF”) on a net basis as our role is limited to that of an agent earning a commission or fee. MTF records revenue when the tissue is shipped to the customer. Our services are completed at this time and net revenues for the “Service Fee” for our promotional and marketing efforts are then recognized based on a percentage of the net amounts billed by MTF to its customers. The timing of revenue recognition is determined through review of the net billings made by MTF each month. Our net commission Service Fee is based on the contractual terms of our agreement and is currently 50% . This percentage can vary over the term of the agreement but is contractually determinable. Our Service Fee revenues are recorded net of amortization of the acquired assets, which are being expensed over the expected useful life of 25 years. • Product returns are only accepted at the discretion of the Company and in accordance with our “Returned Goods Policy”. Historically, the level of product returns has not been significant. We accrue for sales returns, rebates and allowances based upon an analysis of historical customer returns and credits, rebates, discounts and current market conditions. • Our terms of sale to customers generally do not include any obligations to perform future services. Limited warranties are provided for capital equipment sales and provisions for warranty are provided at the time of product sale based upon an analysis of historical data. • Amounts billed to customers related to shipping and handling have been included in net sales. Shipping and handling costs included in selling and administrative expense were $12.6 million , $13.6 million and $12.6 million for 2015 , 2014 and 2013 , respectively. • We sell to a diversified base of customers around the world and, therefore, believe there is no material concentration of credit risk. • We assess the risk of loss on accounts receivable and adjust the allowance for doubtful accounts based on this risk assessment. Historically, losses on accounts receivable have not been material. Management believes that the allowance for doubtful accounts of $1.3 million at December 31, 2015 is adequate to provide for probable losses resulting from accounts receivable. |
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 at December 31, 2015 , 2014 and 2013 , respectively: 2015 2014 2013 Net income $ 30,498 $ 32,192 $ 35,939 Basic-weighted average shares outstanding 27,653 27,401 27,722 Effect of dilutive potential securities 205 368 392 Diluted-weighted average shares outstanding 27,858 27,769 28,114 Basic EPS $ 1.10 $ 1.17 $ 1.30 Diluted EPS $ 1.09 $ 1.16 $ 1.28 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 year and the effect of the inclusion would be anti-dilutive. Such shares aggregated approximately 0.5 million , 0.0 million and 0.0 million at December 31, 2015 , 2014 and 2013 , respectively. |
Stock-based compensation | Stock-based compensation All share-based payments to employees, including grants of employee stock options, restricted stock units, performance share units and stock appreciation rights are recognized in the financial statements based at their fair values. Compensation expense is generally recognized using a straight-line method over the vesting period. Compensation expense for performance share units is recognized using the graded vesting method. We issue shares under our stock based compensation plans out of treasury stock whereby treasury stock is reduced by the weighted average cost of such treasury stock. To the extent there is a difference between the cost of the treasury stock and the exercise price of shares issued under stock based compensation plans, we record gains to paid in capital; losses are recorded to paid in capital to the extent any gain was previously recorded, otherwise the loss is recorded to retained earnings. |
Operations and Significant Ac26
Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of property plant and equipment useful life | Property, plant and equipment are stated at cost and depreciated using the straight-line method over the following estimated useful lives: Building and improvements 12 to 40 years Leasehold improvements Shorter of life of asset or life of lease Machinery and equipment 2 to 15 years |
Schedule of calculation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share at December 31, 2015 , 2014 and 2013 , respectively: 2015 2014 2013 Net income $ 30,498 $ 32,192 $ 35,939 Basic-weighted average shares outstanding 27,653 27,401 27,722 Effect of dilutive potential securities 205 368 392 Diluted-weighted average shares outstanding 27,858 27,769 28,114 Basic EPS $ 1.10 $ 1.17 $ 1.30 Diluted EPS $ 1.09 $ 1.16 $ 1.28 |
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 Loss Balance, December 31, 2014 $ 3,276 $ (30,760 ) $ (12,338 ) $ (39,822 ) Other comprehensive income (loss) before reclassifications, net of tax 4,482 2,739 (16,775 ) (9,554 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a (10,399 ) 3,233 — (7,166 ) Tax expense (benefit) 3,842 (1,194 ) — 2,648 Net current-period other comprehensive income (loss) (2,075 ) 4,778 (16,775 ) (14,072 ) Balance, December 31, 2015 $ 1,201 $ (25,982 ) $ (29,113 ) $ (53,894 ) Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Loss Balance, December 31, 2013 $ (1,385 ) $ (18,918 ) $ 2,731 $ (17,572 ) Other comprehensive income (loss) before reclassifications, net of tax 5,061 (10,551 ) (15,069 ) (20,559 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a (635 ) (2,048 ) — (2,683 ) Tax expense 235 757 — 992 Net current-period other comprehensive income (loss) 4,661 (11,842 ) (15,069 ) (22,250 ) Balance, December 31, 2014 $ 3,276 $ (30,760 ) $ (12,338 ) $ (39,822 ) Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Loss Balance, December 31, 2012 $ (1,130 ) $ (30,375 ) $ 3,924 $ (27,581 ) Other comprehensive income (loss) before reclassifications, net of tax (158 ) 8,618 (1,193 ) 7,267 Amounts reclassified from accumulated other comprehensive income (loss) before tax a (153 ) 4,502 — 4,349 Tax expense (benefit) 56 (1,663 ) — (1,607 ) Net current-period other comprehensive income (loss) (255 ) 11,457 (1,193 ) 10,009 Balance, December 31, 2013 $ (1,385 ) $ (18,918 ) $ 2,731 $ (17,572 ) (a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 13 and Note 9, respectively, for further details. |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consist of the following at December 31: 2015 2014 Raw materials $ 47,681 $ 44,847 Work in process 13,922 13,876 Finished goods 105,291 89,426 $ 166,894 $ 148,149 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment consist of the following at December 31: 2015 2014 Land $ 4,027 $ 4,243 Building and improvements 90,272 96,953 Machinery and equipment 193,630 191,306 Construction in progress 5,281 5,140 293,210 297,642 Less: Accumulated depreciation (167,758 ) (164,213 ) $ 125,452 $ 133,429 |
Schedule of aggregate future minimum lease commitments for operating leases | The aggregate future minimum lease commitments for operating leases at December 31, 2015 are as follows: 2016 $ 5,344 2017 4,769 2018 4,567 2019 4,302 2020 1,424 Thereafter 3,264 |
Goodwill and Other Intangible29
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the net carrying amount of goodwill for the years ended December 31, are as follows: 2015 2014 Balance as of January 1, $ 256,232 $ 248,428 Goodwill resulting from business acquisitions 5,369 7,773 Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment (525 ) — Foreign currency translation (425 ) 31 Balance as of December 31, $ 260,651 $ 256,232 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | Other intangible assets consist of the following: December 31, 2015 December 31, 2014 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer relationships $ 136,871 $ (64,423 ) $ 136,126 $ (59,707 ) Promotional, marketing & distribution rights 149,376 (24,000 ) 149,376 (18,000 ) Patents and other intangible assets 66,688 (42,885 ) 63,464 (41,363 ) Unamortized intangible assets : Trademarks and tradenames 86,544 — 86,544 — $ 439,479 $ (131,308 ) $ 435,510 $ (119,070 ) |
Schedule of Estimated Amortization Expense | The estimated amortization expense related to intangible assets at December 31, 2015 for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total 2016 6,882 6,000 $ 12,882 2017 7,578 6,000 $ 13,578 2018 7,525 6,000 $ 13,525 2019 7,525 6,000 $ 13,525 2020 6,906 6,000 $ 12,906 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following at December 31: 2015 2014 Revolving line of credit $ 265,609 $ 235,000 Mortgage notes 5,201 6,435 Total long-term debt 270,810 241,435 Less: Current portion 1,339 1,234 $ 269,471 $ 240,201 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of long-term debt outstanding at December 31, 2015 are as follows: 2016 $ 1,339 2017 1,452 2018 1,574 2019 836 2020 265,609 Thereafter — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2015 , 2014 and 2013 consists of the following: 2015 2014 2013 Current tax expense (benefit): Federal $ 4,208 $ 2,256 $ (2,274 ) State 1,238 516 502 Foreign 6,949 11,995 9,247 12,395 14,767 7,475 Deferred income tax expense (benefit) 2,251 (284 ) 7,218 Provision for income taxes $ 14,646 $ 14,483 $ 14,693 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between income taxes computed at the statutory federal rate and the provision for income taxes for the years ended December 31, 2015 , 2014 and 2013 follows: 2015 2014 2013 Tax provision at statutory rate based on income before income taxes 35.0 % 35.0 % 35.0 % State income taxes, net of federal tax benefit 3.2 1.7 1.8 Impact of repatriation of foreign earnings 2.5 — — New York State corporate tax reform — 5.5 — Stock-based compensation — (0.2 ) (0.5 ) Foreign income taxes (3.6 ) (4.8 ) (3.1 ) Federal research credit (2.0 ) (2.1 ) (2.8 ) Settlement of taxing authority examinations (0.6 ) (3.7 ) (2.0 ) European permanent deduction (2.1 ) (3.8 ) (2.4 ) Non deductible/non-taxable items 1.8 1.8 2.9 Other, net (1.8 ) 1.6 0.1 32.4 % 31.0 % 29.0 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of the significant temporary differences which comprise the deferred income tax assets and liabilities at December 31, 2015 and 2014 are as follows: 2015 2014 Assets: Inventory $ 3,938 $ 4,476 Net operating losses 6,421 10,207 Capitalized research and development 5,733 1,850 Deferred compensation 2,557 3,507 Accounts receivable 2,938 2,604 Compensation and benefits 7,365 6,003 Accrued pension 3,944 6,186 Research and development credit 7,094 6,198 Other 3,245 1,564 Foreign tax credit — 2,283 Less: valuation allowances (124 ) (293 ) 43,111 44,585 Liabilities: Goodwill and intangible assets 122,623 120,012 Depreciation 11,999 14,041 State taxes 7,427 6,737 Contingent interest 203 272 142,252 141,062 Net liability $ (99,141 ) $ (96,477 ) |
Schedule of Income before Income Tax | Income before income taxes consists of the following U.S. and foreign income: 2015 2014 2013 U.S. income $ 18,119 $ 12,374 $ 20,106 Foreign income 27,025 34,301 30,526 Total income $ 45,144 $ 46,675 $ 50,632 |
Schedule of Unrecognized Tax Benefits Rollforward | The following table summarizes the activity related to our unrecognized tax benefits for the years ending December 31,: 2015 2014 2013 Balance as of January 1, $ 581 $ 1,689 $ 1,587 Increases for positions taken in prior periods 100 45 70 Increases for positions taken in current periods — — 1,132 Decreases in unrecorded tax positions related to settlement with the taxing authorities — (1,073 ) (1,010 ) Decreases in unrecorded tax positions related to lapse of statute of limitations (65 ) (80 ) (90 ) Balance as of December 31, $ 616 $ 581 $ 1,689 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of stock option and SAR activity | The following table illustrates the stock option and SAR activity for the year ended December 31, 2015 . Number of Shares (in 000’s) Weighted- Average Exercise Price Outstanding at December 31, 2014 453 $ 28.85 Granted 609 $ 51.48 Forfeited (19 ) $ 48.32 Exercised (123 ) $ 29.01 Outstanding at December 31, 2015 920 $ 43.47 Exercisable at December 31, 2015 219 $ 26.00 SARs expected to vest 701 $ 48.92 |
Stock Options and Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Valuation Assumptions | The following table illustrates the assumptions used in estimating fair value in the years ended December 31, 2015 , 2014 and 2013 . 2015 2014 2013 Grant date fair value of SARs $ 11.37 $ 13.40 $ 9.77 Expected stock price volatility 25.96 % 34.85 % 35.88 % Risk-free interest rate 1.49 % 1.53 % 1.04 % Expected annual dividend yield 1.55 % 1.80 % 1.79 % Expected life of options & SARs (years) 5.7 6.4 6.3 |
Restricted Stock Units (RSUs) and Performance Share Units (PSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of RSU and PSU activity | The following table illustrates the RSU and PSU activity for the year ended December 31, 2015 . Number of Shares (in 000’s) Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2014 322 $ 33.14 Granted 226 $ 45.75 Vested (138 ) $ 32.04 Forfeited (57 ) $ 35.63 Outstanding at December 31, 2015 353 $ 41.23 |
Business Segments and Geograp33
Business Segments and Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of net sales information by product line and reportable segment | These product lines' net sales are as follows: 2015 2014 2013 Orthopedic surgery $ 388,948 $ 402,750 $ 410,171 General surgery 274,190 279,356 286,747 Surgical visualization 56,030 57,949 65,786 Consolidated net sales $ 719,168 $ 740,055 $ 762,704 |
Schedule of net sales information for geographic areas | Net sales information for geographic areas consists of the following: 2015 2014 2013 United States $ 361,452 $ 360,960 $ 375,473 Canada 57,629 63,686 73,457 United Kingdom 26,703 30,496 28,471 Japan 37,809 37,230 36,705 Australia 33,810 38,711 38,752 All other countries 201,765 208,972 209,846 Total $ 719,168 $ 740,055 $ 762,704 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Schedule of reconciliation of the projected benefit obligation, plan assets and funded status of the pension plan | The following table provides a reconciliation of the projected benefit obligation, plan assets and funded status of the pension plan at December 31: 2015 2014 Accumulated Benefit Obligation $ 78,437 $ 91,107 Change in benefit obligation Projected benefit obligation at beginning of year $ 91,107 $ 75,946 Service cost 240 271 Interest cost 3,394 3,465 Actuarial (gain) loss (11,806 ) 16,546 Benefits paid (1,620 ) (1,414 ) Settlement (2,878 ) (3,707 ) Projected benefit obligation at end of year $ 78,437 $ 91,107 Change in plan assets Fair value of plan assets at beginning of year $ 73,431 $ 76,442 Actual gain on plan assets (1,765 ) 2,110 Benefits paid (1,620 ) (1,414 ) Settlement (2,878 ) (3,707 ) Fair value of plan assets at end of year $ 67,168 $ 73,431 Funded status $ (11,269 ) $ (17,676 ) |
Schedule of amounts recognized in the consolidated balance sheets | Amounts recognized in the consolidated balance sheets consist of the following at December 31,: 2015 2014 Other long-term liabilities $ (11,269 ) $ (17,676 ) Accumulated other comprehensive loss (41,205 ) (48,782 ) |
Schedule of actuarial assumptions used | The following actuarial assumptions were used to determine our net periodic pension benefit cost for the years ended December 31,: 2015 2014 2013 Discount rate 3.81 % 4.75 % 3.90 % Expected return on plan assets 8.00 % 8.00 % 8.00 % The following actuarial assumptions were used to determine our accumulated and projected benefit obligations as of December 31,: 2015 2014 Discount rate 4.54 % 3.81 % Expected return on plan assets 8.00 % 8.00 % |
Schedule of plan assets and benefit obligations recognized in other comprehensive income | Other changes in plan assets and benefit obligations recognized in other comprehensive income in 2015 are as follows: Current year actuarial gain $ 4,344 Amortization of actuarial loss 3,233 Total recognized in other comprehensive loss $ 7,577 |
Schedule of net benefit cost | Net periodic pension cost for the years ended December 31, consists of the following: 2015 2014 2013 Service cost $ 240 $ 271 $ 253 Interest cost on projected benefit obligation 3,394 3,465 3,315 Expected return on plan assets (5,697 ) (2,297 ) (5,491 ) Amortization of loss 3,233 (2,048 ) 3,059 Settlement expense — — 1,443 Net periodic pension (income) cost $ 1,170 $ (609 ) $ 2,579 |
Schedule of allocation of plan assets | The following table sets forth by level, within the fair value hierarchy, the pension plan's assets at fair value as of December 31, 2015 and December 31, 2014 : December 31, 2015 Level 1 Level 2 Total Common Stock $ 34,466 $ — $ 34,466 Money Market Fund — 1,302 1,302 Mutual Funds 23,576 — 23,576 Fixed Income Securities 7,824 — 7,824 $ 65,866 $ 1,302 $ 67,168 December 31, 2014 Level 1 Level 2 Total Common Stock $ 35,337 $ — $ 35,337 Money Market Fund — 3,320 3,320 Mutual Funds 26,671 — 26,671 Fixed Income Securities 8,103 — 8,103 $ 70,111 $ 3,320 $ 73,431 The following table sets forth the fair value of pension plan assets as of December 31: 2015 2014 Common Stock $ 34,466 $ 35,337 Money Market Fund 1,302 3,320 Mutual Funds 23,576 26,671 Fixed Income Securities 7,824 8,103 Total Assets at Fair Value $ 67,168 $ 73,431 The allocation of pension plan assets by category is as follows at December 31,: Percentage of Pension Plan Assets Target Allocation 2015 2014 2016 Equity securities 86 % 84 % 75 % Debt securities 14 16 25 Total 100 % 100 % 100 % |
Schedule of expected benefit payments | The following table summarizes the benefits expected to be paid by our pension plan in each of the next five years and in aggregate for the following five years. The expected benefit payments are estimated based on the same assumptions used to measure the Company’s projected benefit obligation at December 31, 2015 and reflect the impact of expected future employee service. 2016 $4,164 2017 4,210 2018 4,304 2019 4,741 2020 4,982 2021-2025 24,828 |
Restructuring and Other Expen35
Restructuring and Other Expense (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring Expenses and Other Operating Expenses [Abstract] | |
Schedule of Restructuring Expense and Other Operating Expense | Restructuring and other expense for the year ended December 31, consists of the following: 2015 2014 2013 Facility consolidation costs $ 8,016 $ 5,612 $ 6,489 Termination of a product offering — — $ 2,137 Restructuring costs included in cost of sales $ 8,016 $ 5,612 $ 8,626 Restructuring costs $ 13,655 $ 3,354 $ 8,750 Business and asset acquisition costs 2,543 722 — Management restructuring costs — 12,546 — Shareholder activism costs — 3,966 — Patent dispute and other matters — 3,374 3,206 Pension settlement expense — — 1,443 Restructuring and other expense included in selling and administrative expense $ 16,198 $ 23,962 $ 13,399 |
Schedule of Restructuring Accrual | Below is a rollforward of the costs incurred and cash expenditures associated with these activities during 2015, 2014 and 2013 : Balance as of January 1, 2013 $ 4,123 Expenses incurred 17,376 Payments made (18,371 ) Balance as of December 31, 2013 3,128 Expenses incurred 21,512 Payments made (16,386 ) Balance as of December 31, 2014 8,254 Expenses incurred 21,671 Payments made (22,750 ) Balance, December 31, 2015 $ 7,175 |
Guarantees (Tables)
Guarantees (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, are as follows: 2015 2014 2013 Balance as of January 1, $ 2,286 $ 2,422 $ 3,636 Provision for warranties 3,836 3,492 3,061 Claims made (3,613 ) (3,628 ) (4,275 ) Balance as of December 31, $ 2,509 $ 2,286 $ 2,422 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014 : December 31, 2015 Asset Fair Liabilities Fair Net Derivatives designated as hedged instruments: Foreign exchange contracts Prepaid expenses & other current assets $ 2,931 Prepaid expenses & other current assets $ (1,026 ) $ 1,905 Derivatives not designated as hedging instruments: Foreign exchange contracts Prepaid expenses & other current assets 4 Prepaid expenses & other current assets (38 ) (34 ) Total derivatives $ 2,935 $ (1,064 ) $ 1,871 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 & other current assets $ 6,167 Prepaid expenses & other current assets $ (971 ) $ 5,196 Derivatives not designated as hedging instruments: Foreign exchange contracts Prepaid expenses & other current assets 44 Prepaid expenses & other current assets (61 ) (17 ) Total derivatives $ 6,211 $ (1,032 ) $ 5,179 |
Selected Quarterly Financial 38
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data | Selected quarterly financial data for 2015 and 2014 are as follows: Three Months Ended March June September December 2015 Net sales $ 177,940 $ 181,027 $ 169,184 $ 191,017 Gross profit 92,282 93,498 93,546 102,376 Net income 6,312 7,461 8,873 7,852 EPS: Basic $ .23 $ .27 $ .32 $ .28 Diluted .23 .27 .32 .28 Three Months Ended March June September December 2014 Net sales $ 181,941 $ 188,150 $ 174,961 $ 195,003 Gross profit 102,582 101,028 96,414 104,033 Net income 8,626 10,255 1,972 11,339 EPS: Basic $ .32 $ .38 $ .07 $ .41 Diluted .31 .37 .07 .41 |
Operations and Significant Ac39
Operations and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Asset Impairment [Abstract] | |||
Goodwill | $ 260,651 | $ 256,232 | $ 248,428 |
Other intangible assets, net | $ 308,171 | 316,440 | |
Acquired Intangible Assets [Abstract] | |||
Weighted average amortization period (in years) | 27 years | ||
Revenue Recognition [Abstract] | |||
Net Commission Service Fee Revenue | 50.00% | ||
Shipping and handling costs | $ 12,600 | 13,600 | $ 12,600 |
Allowance for doubtful accounts | $ 1,336 | $ 1,239 | |
Linvatec Corporation [Member] | |||
Acquired Intangible Assets [Abstract] | |||
Number of years of historical revenue attrition used to evaluate acquired finite-lived intangible assets useful life | 5 years | ||
Annual attrition rate used to evaluate acquired finite-lived intangible assets useful life | 2.60% | ||
Customer Relationships [Member] | |||
Acquired Intangible Assets [Abstract] | |||
Weighted average amortization period (in years) | 33 years | ||
Customer Relationships [Member] | Linvatec Corporation [Member] | |||
Acquired Intangible Assets [Abstract] | |||
Weighted average amortization period (in years) | 38 years | ||
Customer Relationships [Member] | Other Acquisitions Excluding Linvatec Corporation[Member] | |||
Acquired Intangible Assets [Abstract] | |||
Weighted average amortization period (in years) | 18 years | ||
Promotional, Marketing and Distribution Rights [Member] | |||
Acquired Intangible Assets [Abstract] | |||
Weighted average amortization period (in years) | 25 years |
Operations and Significant Ac40
Operations and Significant Accounting Policies (Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Building and improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, average (in years) | 12 years |
Building and improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, average (in years) | 40 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, average (in years) | 2 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, average (in years) | 15 years |
Operations and Significant Ac41
Operations and Significant Accounting Policies (Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 7,852 | $ 8,873 | $ 7,461 | $ 6,312 | $ 11,339 | $ 1,972 | $ 10,255 | $ 8,626 | $ 30,498 | $ 32,192 | $ 35,939 |
Basic-weighted average shares outstanding | 27,653 | 27,401 | 27,722 | ||||||||
Effect of dilutive potential securities | 205 | 368 | 392 | ||||||||
Diluted-weighted average shares outstanding | 27,858 | 27,769 | 28,114 | ||||||||
Basic EPS (in dollars per share) | $ 0.28 | $ 0.32 | $ 0.27 | $ 0.23 | $ 0.41 | $ 0.07 | $ 0.38 | $ 0.32 | $ 1.10 | $ 1.17 | $ 1.30 |
Diluted EPS (in dollars per share) | $ 0.28 | $ 0.32 | $ 0.27 | $ 0.23 | $ 0.41 | $ 0.07 | $ 0.37 | $ 0.31 | $ 1.09 | $ 1.16 | $ 1.28 |
Shares excluded from computation of earnings per share | 500 | 0 | 0 |
Operations and Significant Ac42
Operations and Significant Accounting Policies (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | $ (39,822) | |||
Tax expense (benefit) | (14,646) | $ (14,483) | $ (14,693) | |
Accumulated other comprehensive income (loss), end of the period | (53,894) | (39,822) | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | (39,822) | (17,572) | (27,581) | |
Other comprehensive income (loss) before reclassifications | (9,554) | (20,559) | 7,267 | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | (7,166) | (2,683) | 4,349 |
Tax expense (benefit) | 2,648 | 992 | (1,607) | |
Net current-period other comprehensive income (loss) | (14,072) | (22,250) | 10,009 | |
Accumulated other comprehensive income (loss), end of the period | (53,894) | (39,822) | (17,572) | |
Cash Flow Hedging Gain (Loss) [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | 3,276 | (1,385) | (1,130) | |
Other comprehensive income (loss) before reclassifications | 4,482 | 5,061 | (158) | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | (10,399) | (635) | (153) |
Tax expense (benefit) | 3,842 | 235 | 56 | |
Net current-period other comprehensive income (loss) | (2,075) | 4,661 | (255) | |
Accumulated other comprehensive income (loss), end of the period | 1,201 | 3,276 | (1,385) | |
Pension Liability [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | (30,760) | (18,918) | (30,375) | |
Other comprehensive income (loss) before reclassifications | 2,739 | (10,551) | 8,618 | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | 3,233 | (2,048) | 4,502 |
Tax expense (benefit) | (1,194) | 757 | (1,663) | |
Net current-period other comprehensive income (loss) | 4,778 | (11,842) | 11,457 | |
Accumulated other comprehensive income (loss), end of the period | (25,982) | (30,760) | (18,918) | |
Cumulative Translation Adjustment [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | (12,338) | 2,731 | 3,924 | |
Other comprehensive income (loss) before reclassifications | (16,775) | (15,069) | (1,193) | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | 0 | 0 | 0 |
Tax expense (benefit) | 0 | 0 | 0 | |
Net current-period other comprehensive income (loss) | (16,775) | (15,069) | (1,193) | |
Accumulated other comprehensive income (loss), end of the period | $ (29,113) | $ (12,338) | $ 2,731 | |
[1] | The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 13 and Note 9, respectively, for further details. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 47,681 | $ 44,847 |
Work in process | 13,922 | 13,876 |
Finished goods | 105,291 | 89,426 |
Total inventory | $ 166,894 | $ 148,149 |
Property, Plant and Equipment44
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Rental expense | $ 5,464 | $ 5,897 | $ 6,713 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 293,210 | 297,642 | |
Less: Accumulated depreciation | (167,758) | (164,213) | |
Total property, plant and equipment | 125,452 | 133,429 | |
Future minimum lease commitments for operating leases | |||
2,016 | 5,344 | ||
2,017 | 4,769 | ||
2,018 | 4,567 | ||
2,019 | 4,302 | ||
2,020 | 1,424 | ||
Thereafter | 3,264 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,027 | 4,243 | |
Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 90,272 | 96,953 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 193,630 | 191,306 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 5,281 | $ 5,140 |
Goodwill and Other Intangible45
Goodwill and Other Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Cash paid for acquisition | $ 6,100 | |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | 256,232 | $ 248,428 |
Goodwill resulting from business acquisitions | 5,369 | 7,773 |
Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment | (525) | 0 |
Foreign currency translation | (425) | 31 |
Goodwill ending balance | 260,651 | 256,232 |
Accumulated goodwill impairment loss | $ 106,991 | $ 106,991 |
Goodwill and Other Intangible46
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Intangible assets, gross carrying amount | $ 439,479 | $ 435,510 | |
Intangible assets, accumulated amortization | (131,308) | (119,070) | |
Amortization of Intangible Assets | $ 12,600 | 13,000 | $ 13,700 |
Weighted average amortization period (in years) | 27 years | ||
Future amortization expense [Abstract] | |||
2,016 | $ 12,882 | ||
2,017 | 13,578 | ||
2,018 | 13,525 | ||
2,019 | 13,525 | ||
2,020 | 12,906 | ||
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 | 136,871 | 136,126 | |
Intangible assets, accumulated amortization | $ (64,423) | (59,707) | |
Weighted average amortization period (in years) | 33 years | ||
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 | $ (24,000) | (18,000) | |
Weighted average amortization period (in years) | 25 years | ||
Patents and Other Intangible Assets [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Amortized intangible assets, gross carrying amount | $ 66,688 | 63,464 | |
Intangible assets, accumulated amortization | $ (42,885) | $ (41,363) | |
Weighted average amortization period (in years) | 12 years | ||
Expense [Member] | |||
Future amortization expense [Abstract] | |||
2,016 | $ 6,882 | ||
2,017 | 7,578 | ||
2,018 | 7,525 | ||
2,019 | 7,525 | ||
2,020 | 6,906 | ||
Reduction of Revenue [Member] | |||
Future amortization expense [Abstract] | |||
2,016 | 6,000 | ||
2,017 | 6,000 | ||
2,018 | 6,000 | ||
2,019 | 6,000 | ||
2,020 | $ 6,000 |
Goodwill and Other Intangible47
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Thousands | Jan. 06, 2016 | Nov. 04, 2015 | Apr. 13, 2015 | Jan. 05, 2015 | Oct. 17, 2014 | Jan. 03, 2014 | Jan. 03, 2013 | Jan. 03, 2012 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 30, 2014 |
Other Intangible Assets [Line Items] | ||||||||||||
Up-front payment | $ 63,000 | |||||||||||
Contingent payment period | 4 years | |||||||||||
Additional contingent cash payment | $ 84,000 | |||||||||||
Conditional payment amount accrued | $ 16,700 | |||||||||||
Contractual obligations for acquisition of a business | 440 | $ 10,137 | $ 0 | |||||||||
Payments related to contingent consideration | 3,876 | $ 0 | $ 0 | |||||||||
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 | |||||||||||
Subsequent Event [Member] | After Year Four of Meeting Supply Target [Member] | ||||||||||||
Other Intangible Assets [Line Items] | ||||||||||||
Conditional payment, amount paid | $ 16,700 | |||||||||||
EndoDynamix, Inc. [Member] | ||||||||||||
Other Intangible Assets [Line Items] | ||||||||||||
Contractual obligations for acquisition of a business | $ 6,300 | $ 13,900 | ||||||||||
Milestone Based Payment Obligation [Member] | EndoDynamix, Inc. [Member] | ||||||||||||
Other Intangible Assets [Line Items] | ||||||||||||
Contractual obligations for acquisition of a business | 10,300 | |||||||||||
Payments related to contingent consideration | $ 1,500 | $ 2,400 | $ 3,700 | |||||||||
Royalty Agreements [Member] | EndoDynamix, Inc. [Member] | ||||||||||||
Other Intangible Assets [Line Items] | ||||||||||||
Contractual obligations for acquisition of a business | $ 3,600 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Total long-term debt | $ 270,810 | $ 241,435 |
Current portion of long-term debt | 1,339 | 1,234 |
Long-term debt | 269,471 | 240,201 |
Revolving Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 265,609 | 235,000 |
Mortgages Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 5,201 | $ 6,435 |
Long Term Debt (Narrative) (Det
Long Term Debt (Narrative) (Details) - USD ($) | Jan. 04, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Apr. 28, 2015 |
Debt Instrument [Line Items] | |||||
Loss on early extinguishment of debt | $ 0 | $ 0 | $ 263,000 | ||
Long-term debt outstanding | 270,810,000 | 241,435,000 | |||
Subsequent Event [Member] | Amended and Restated Senior Credit Agreement [Member] | Eurodollar [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 2.00% | ||||
Revolving Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt outstanding | 265,609,000 | 235,000,000 | |||
Line of credit facility, available borrowing capacity | $ 179,300,000 | ||||
Revolving Line of Credit [Member] | Amended and Restated Senior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 450,000,000 | ||||
Revolving Line of Credit [Member] | Amended and Restated Senior Credit Agreement [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 1.50% | ||||
Interest rate at period end (percent) | 1.93% | ||||
Revolving Line of Credit [Member] | Amended and Restated Senior Credit Agreement [Member] | Federal Funds Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 0.50% | ||||
Revolving Line of Credit [Member] | Amended and Restated Senior Credit Agreement [Member] | Eurodollar [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 1.00% | ||||
Revolving Line of Credit [Member] | Amended and Restated Senior Credit Agreement [Member] | Alternate Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 0.50% | ||||
Revolving Line of Credit [Member] | Subsequent Event [Member] | Amended and Restated Senior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Maximum borrowing capacity | $ 525,000,000 | ||||
Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | $ 5,100,000 | ||||
Term Loan Facility [Member] | Subsequent Event [Member] | Amended and Restated Senior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 175,000,000 | ||||
Mortgages Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt outstanding | $ 5,201,000 | $ 6,435,000 | |||
Debt interest rate (percent) | 8.25% |
Long Term Debt (Maturities of L
Long Term Debt (Maturities of Long-term Debt) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Scheduled maturities of long-term debt outstanding [Abstract] | |
2,016 | $ 1,339 |
2,017 | 1,452 |
2,018 | 1,574 |
2,019 | 836 |
2,020 | 265,609 |
Thereafter | $ 0 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current tax expense (benefit): | |||
Federal | $ 4,208 | $ 2,256 | $ (2,274) |
State | 1,238 | 516 | 502 |
Foreign | 6,949 | 11,995 | 9,247 |
Current income tax expense (benefit) | 12,395 | 14,767 | 7,475 |
Deferred income tax expense (benefit) | 2,251 | (284) | 7,218 |
Provision for income taxes | $ 14,646 | $ 14,483 | $ 14,693 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Tax provision at statutory rate based on income before income taxes (percent) | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal tax benefit (percent) | 3.20% | 1.70% | 1.80% |
Impact of repatriation of foreign earnings (percent) | 2.50% | 0.00% | 0.00% |
New York State corporate tax reform (percent) | 0.00% | 5.50% | 0.00% |
Stock-based compensation (percent) | (0.00%) | (0.20%) | (0.50%) |
Foreign income taxes (percent) | (3.60%) | (4.80%) | (3.10%) |
Federal research credit (percent) | (2.00%) | (2.10%) | (2.80%) |
Settlement of taxing authority examinations (percent) | (0.60%) | (3.70%) | (2.00%) |
European permanent deduction (percent) | (2.10%) | (3.80%) | (2.40%) |
Non deductible/non-taxable items (percent) | 1.80% | 1.80% | 2.90% |
Other, net (percent) | (1.80%) | 1.60% | 0.10% |
Effective income tax rate, continuing operations (percent) | 32.40% | 31.00% | 29.00% |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Components of Deferred Tax Assets [Abstract] | ||
Inventory | $ 3,938 | $ 4,476 |
Net operating losses | 6,421 | 10,207 |
Capitalized research and development | 5,733 | 1,850 |
Deferred compensation | 2,557 | 3,507 |
Accounts receivable | 2,938 | 2,604 |
Compensation and benefits | 7,365 | 6,003 |
Accrued pension | 3,944 | 6,186 |
Research and development credit | 7,094 | 6,198 |
Other | 3,245 | 1,564 |
Foreign tax credit | 0 | 2,283 |
Less: valuation allowances | (124) | (293) |
Deferred Tax Assets, Net of Valuation Allowance | 43,111 | 44,585 |
Components of Deferred Tax Liabilities [Abstract] | ||
Goodwill and intangible assets | 122,623 | 120,012 |
Depreciation | 11,999 | 14,041 |
State taxes | 7,427 | 6,737 |
Contingent interest | 203 | 272 |
Deferred tax liabilities | 142,252 | 141,062 |
Net liabilitiy | (99,141) | $ (96,477) |
Cumulative amount of temporary difference | $ 95,100 |
Income Taxes (Income Before Inc
Income Taxes (Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
U.S. income | $ 18,119 | $ 12,374 | $ 20,106 |
Foreign income | 27,025 | 34,301 | 30,526 |
Income before income taxes | $ 45,144 | $ 46,675 | $ 50,632 |
Income Taxes (Tax Credit Carryf
Income Taxes (Tax Credit Carryforwards) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Tax Credit Carryforward [Line Items] | |||||
State income taxes, net of federal tax benefit (percent) | 3.20% | 1.70% | 1.80% | ||
Deferred income taxes | $ 2,251 | $ (284) | $ 7,218 | ||
Foreign earnings repatriated | $ 9,300 | ||||
Tax impact of repatriated foreign earnings | 1,100 | ||||
New York [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
State income taxes, net of federal tax benefit (percent) | 0.00% | 0.00% | |||
Deferred income taxes | $ 2,300 | $ 2,300 | |||
Federal [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Operating loss carryforwards | 18,000 | 18,000 | |||
Federal [Member] | Research and Development Credit [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward | $ 7,100 | $ 7,100 | |||
State and Local Jurisdiction [Member] | |||||
Tax Credit Carryforward [Line Items] | |||||
Tax credit carryforward | $ 3,300 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Unrecognized Tax Benefits [Roll Forward] | |||
Balance as of January 1 | $ 581 | $ 1,689 | $ 1,587 |
Increases for positions taken in prior periods | 100 | 45 | 70 |
Increases for positions taken in current periods | 0 | 0 | 1,132 |
Decreases in unrecorded tax positions related to settlement with the taxing authorities | 0 | (1,073) | (1,010) |
Decreases in unrecorded tax positions related to lapse of statute of limitations | (65) | (80) | (90) |
Balance as of December 31 | $ 616 | $ 581 | $ 1,689 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Thousands | Oct. 28, 2013$ / shares | Feb. 29, 2012$ / shares | Dec. 31, 2015USD ($)plans$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Dec. 31, 2013USD ($)$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividends per share of common stock (in dollars per share) | $ / shares | $ 0.20 | $ 0.15 | $ 0.80 | $ 0.80 | $ 0.65 |
Dividends payable | $ 5,542 | $ 5,510 | $ 5,545 | ||
Preferred stock, shares authorized | shares | 500,000 | 500,000 | |||
Preferred stock, par value (in dollars per per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Shares authorized under repurchase program | $ 200,000 | ||||
Total stock repurchased under plan, shares | shares | 6,100,000 | ||||
Total stock repurchased under plan, value | $ 162,600 | ||||
Remaining authorized repurchase amount | $ 37,400 | ||||
Number of share repurchased | shares | 400,000 | 1,600,000 | |||
Repurchase of treasury stock | $ 16,862 | $ 50,556 | |||
Number of shares reserved for share-based compensation plans | shares | 8,800,000 | ||||
Number of share-based compensation plans | plans | 3 | ||||
Number of shares available for grant | shares | 2,100,000 | ||||
Vesting term (in years) | 5 years | ||||
Stock-based compensation | $ 7,499 | 9,330 | 5,593 | ||
Tax benefit from stock-based compensation | 2,700 | 3,400 | 2,100 | ||
Proceeds from stock options exercised | $ 200 | 1,800 | $ 16,700 | ||
Stock Options and Stock Appreciation Rights (SARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period from date of grant (in years) | 10 years | ||||
Selling and Administrative Expenses [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation | $ 1,000 | $ 3,900 |
Shareholders' Equity (Stock Opt
Shareholders' Equity (Stock Options) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unrecognized compensation cost | $ 17.4 | ||
Weighted average period costs expected to be recognized (in years) | 3 years 4 months 6 days | ||
Stock Options and Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value of SARs (in dollars per share) | $ 11.37 | $ 13.40 | $ 9.77 |
Expected stock price volatility (percent) | 25.96% | 34.85% | 35.88% |
Risk-free interest rate (percent) | 1.49% | 1.53% | 1.04% |
Expected annual dividend yield (percent) | 1.55% | 1.80% | 1.79% |
Expected term of option & SARs (in years) | 5 years 8 months 12 days | 6 years 4 months 24 days | 6 years 3 months 18 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of shares, Outstanding at December 31, 2014 | 453 | ||
Number of shares, Granted | 609 | ||
Number of shares, Forfeited | (19) | ||
Number of shares, Exercised | (123) | ||
Number of shares, Outstanding at December 31, 2015 | 920 | 453 | |
Number of shares, Exercisable | 219 | ||
Number of shares, SARs expected to vest | 701 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Weighted average exercise price, Outstanding at December 31, 2014 (in dollars per share) | $ 28.85 | ||
Weighted average exercise price, Granted (in dollars per share) | 51.48 | ||
Weighted average exercise price, Forfeited (in dollars per share) | 48.32 | ||
Weighted average exercise price, Exercised (in dollars per share) | 29.01 | ||
Weighted average exercise price, Outstanding at December 31, 2015 (in dollars per share) | 43.47 | $ 28.85 | |
Exercisable, Weighted Average Exercise Price (in dollars per share) | 26 | ||
SARs expected to vest, Weighted Average Exercise Price (in dollars per share) | $ 48.92 | ||
Weighted average remaining contractual term, options outstanding (in years) | 7 years 11 months 1 day | ||
Weighted average remaining contractual term, options exercisable (in years) | 4 years 9 months 27 days | ||
Aggregate intrinsic value, options outstanding | $ 5 | ||
Aggregate intrinsic value, options exercisable | 4 | ||
Aggregate intrinsic value | $ 2.8 | $ 10.7 | $ 4.7 |
Restricted Stock Units (RSUs) and Performance Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares, Outstanding at December 31, 2014 | 322 | ||
Number of shares, Granted | 226 | ||
Number of shares, Vested | (138) | ||
Number of shares, Forfeited | (57) | ||
Number of shares, Outstanding at December 31, 2015 | 353 | 322 | |
Share-based Compensation Arrangement by Share-based Payment Award, Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, Outstanding at December 31, 2014 (in dollars per share) | $ 33.14 | ||
Weighted average grant date fair value, Granted (in dollars per share) | 45.75 | $ 43.21 | $ 33.02 |
Weighted average grant date fair value, Vested (in dollars per share) | 32.04 | ||
Weighted average grant date fair value, Forfeited (in dollars per share) | 35.63 | ||
Weighted average grant date fair value, Outstanding at December 31, 2015 (in dollars per share) | $ 41.23 | $ 33.14 | |
Total fair value of shares vested | $ 6 | $ 11.6 | $ 7.1 |
Shareholders' Equity (Employee
Shareholders' Equity (Employee Plan) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for share-based compensation plans | 8,800,000 |
Unrecognized compensation cost | $ | $ 17.4 |
Employee Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for share-based compensation plans | 1,000,000 |
Minimum percent of salary employees can invest | 1.00% |
Maximum percent of salary employees can invest | 10.00% |
Purchase prices percent of fair market value | 95.00% |
Number of shares issued under Plan | 13,000 |
Business Segments and Geograp60
Business Segments and Geographic Areas (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2014USD ($) | Jun. 30, 2014USD ($) | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)Customers | Dec. 31, 2014USD ($)Customers | Dec. 31, 2013USD ($)Customers | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 191,017 | $ 169,184 | $ 181,027 | $ 177,940 | $ 195,003 | $ 174,961 | $ 188,150 | $ 181,941 | $ 719,168 | $ 740,055 | $ 762,704 |
Number of customer representing over 10% of consolidated net sales | Customers | 0 | 0 | 0 | ||||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 361,452 | $ 360,960 | $ 375,473 | ||||||||
Canada [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 57,629 | 63,686 | 73,457 | ||||||||
United Kingdom [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 26,703 | 30,496 | 28,471 | ||||||||
Japan [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 37,809 | 37,230 | 36,705 | ||||||||
Australia [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 33,810 | 38,711 | 38,752 | ||||||||
All other countires [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 201,765 | 208,972 | 209,846 | ||||||||
Orthopedic Surgery [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 388,948 | 402,750 | 410,171 | ||||||||
General Surgery [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 274,190 | 279,356 | 286,747 | ||||||||
Surgical Visualization [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 56,030 | $ 57,949 | $ 65,786 |
Employee Benefit Plans (Defined
Employee Benefit Plans (Defined Contribution Plan) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 7.6 | $ 6.9 | $ 7.3 |
Employee Benefit Plans (Employe
Employee Benefit Plans (Employee Benefit Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | $ 240 | $ 271 | $ 253 |
Interest cost | 3,394 | 3,465 | 3,315 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 73,431 | ||
Fair value of plan assets at end of year | 67,168 | 73,431 | |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated Benefit Obligation | 78,437 | 91,107 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of year | 91,107 | 75,946 | |
Service cost | 240 | 271 | |
Interest cost | 3,394 | 3,465 | |
Actuarial (gain) loss | (11,806) | 16,546 | |
Benefits paid | (1,620) | (1,414) | |
Settlement | (2,878) | (3,707) | |
Projected benefit obligation at end of year | 78,437 | 91,107 | 75,946 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 73,431 | 76,442 | |
Actual gain on plan assets | (1,765) | 2,110 | |
Benefits paid | (1,620) | (1,414) | |
Settlement | (2,878) | (3,707) | |
Fair value of plan assets at end of year | 67,168 | 73,431 | $ 76,442 |
Funded status | $ (11,269) | $ (17,676) |
Employee Benefit Plans (Amounts
Employee Benefit Plans (Amounts Recognized in Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Compensation and Retirement Disclosure [Abstract] | ||
Other long-term liabilities | $ (11,269) | $ (17,676) |
Accumulated other comprehensive loss | $ (41,205) | $ (48,782) |
Employee Benefit Plans (Actuari
Employee Benefit Plans (Actuarial Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Discount rate (percent) | 4.54% | 3.81% | |
Discount rate (percent) | 3.81% | 4.75% | 3.90% |
Expected return on plan assets (percent) | 8.00% | 8.00% | 8.00% |
Employee Benefit Plans (Other C
Employee Benefit Plans (Other Changes in Plan Assets and Benefit Obligations) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Current year actuarial loss | $ 4,344 |
Amortization of actuarial loss | 3,233 |
Total recognized in other comprehensive loss | 7,577 |
Estimated portion of net actuarial loss in accumulated other comprehensive loss | $ 2,800 |
Employee Benefit Plans (Net Per
Employee Benefit Plans (Net Periodic Pension Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Service cost | $ 240 | $ 271 | $ 253 |
Interest cost on projected benefit obligation | 3,394 | 3,465 | 3,315 |
Expected return on plan assets | (5,697) | (2,297) | (5,491) |
Amortization of loss | 3,233 | (2,048) | 3,059 |
Settlement expense | 0 | 0 | 1,443 |
Net periodic pension (income) cost | $ 1,170 | $ (609) | $ 2,579 |
Employee Benefit Plans (Allocat
Employee Benefit Plans (Allocation of Pension Plan Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 100.00% | 100.00% |
Target allocation (percent) | 100.00% | |
Number of CONMED shares in Plan | 27,562 | |
Fair value of CONMED shares in Plan | $ 1.2 | |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 86.00% | 84.00% |
Target allocation (percent) | 75.00% | |
Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 14.00% | 16.00% |
Target allocation (percent) | 25.00% |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Plan Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 67,168 | $ 73,431 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 65,866 | 70,111 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,302 | 3,320 |
Common Stock [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 34,466 | 35,337 |
Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 34,466 | 35,337 |
Common Stock [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Money Market Funds [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,302 | 3,320 |
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Money Market Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,302 | 3,320 |
Mututal Funds [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 23,576 | 26,671 |
Mututal Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 23,576 | 26,671 |
Mututal Funds [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 0 |
Fixed Income Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 7,824 | 8,103 |
Fixed Income Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 7,824 | 8,103 |
Fixed Income Securities [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 0 | $ 0 |
Employee Benefit Plans (Expecte
Employee Benefit Plans (Expected Future Employee Service) (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,016 | $ 4,164 |
2,017 | 4,210 |
2,018 | 4,304 |
2,019 | 4,741 |
2,020 | 4,982 |
2021-2025 | $ 24,828 |
Legal Matters and Contingenci70
Legal Matters and Contingencies (Details) $ in Millions | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Product liability insurance, amount per incident | $ 25 |
Product liability insurance, aggregate annual amount | $ 25 |
Restructuring and Other Expen71
Restructuring and Other Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | $ 21,671 | $ 21,512 | $ 17,376 | ||||||||
Assets held for sale | $ 3,095 | $ 0 | 3,095 | 0 | |||||||
Pension settlement expense | 0 | 0 | 1,443 | ||||||||
Legal Fees [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Legal Fees | 1,500 | ||||||||||
Patent Dispute and Other Matters [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Legal Fees | $ 1,400 | $ 1,900 | 1,900 | ||||||||
Settlement cost | 900 | 900 | |||||||||
Cost of Sales [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | 8,016 | 5,612 | 8,626 | ||||||||
Cost of Sales [Member] | Facility Consolidation Costs [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | 2,800 | $ 1,300 | $ 1,500 | $ 2,300 | 1,900 | $ 1,400 | 1,400 | 900 | 8,016 | 5,612 | 6,489 |
Cost of Sales [Member] | Termination of Product Offering [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | 0 | 0 | 2,137 | ||||||||
Selling and Administrative Expenses [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Business and asset acquisition costs | 2,100 | ||||||||||
Pension settlement expense | 0 | 0 | 1,443 | ||||||||
Restructuring and other expense | 16,198 | 23,962 | 13,399 | ||||||||
Selling and Administrative Expenses [Member] | Business [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Business and asset acquisition costs | 2,543 | 722 | 0 | ||||||||
Selling and Administrative Expenses [Member] | Shareholder Activism Costs [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Professional fees | 2,400 | 900 | 600 | 0 | 3,966 | 0 | |||||
Selling and Administrative Expenses [Member] | Patent Dispute and Other Matters [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Legal Fees | 0 | 3,374 | 3,206 | ||||||||
Selling and Administrative Expenses [Member] | Administrative Restructuring [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | $ 4,300 | $ 1,100 | $ 2,200 | $ 6,200 | 1,500 | 600 | $ 500 | $ 700 | 13,655 | 3,354 | 8,750 |
Selling and Administrative Expenses [Member] | Executive Restructuring [Member] | |||||||||||
Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | $ 1,500 | $ 11,000 | $ 0 | $ 12,546 | $ 0 |
Restructuring and Other Expen72
Restructuring and Other Expense (Restructuring Accrual) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring accrual | |||
Restructuring accrual, beginning balance | $ 8,254 | $ 3,128 | $ 4,123 |
Expenses incurred | 21,671 | 21,512 | 17,376 |
Payments made | (22,750) | (16,386) | (18,371) |
Restructuring accrual, ending balance | $ 7,175 | $ 8,254 | $ 3,128 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Guarantees [Abstract] | |||
Standard warranty period (in years) | 1 year | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 2,286 | $ 2,422 | $ 3,636 |
Provision for warranties | 3,836 | 3,492 | 3,061 |
Claims made | (3,613) | (3,628) | (4,275) |
Ending balance | $ 2,509 | $ 2,286 | $ 2,422 |
Fair Value Measurement (Foreign
Fair Value Measurement (Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative [Line Items] | |||
Gains (losses) on intercompany receivables | $ (800) | $ (500) | $ (800) |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 2,935 | 6,211 | |
Derivative Liability, Fair Value, Gross Liability | (1,064) | (1,032) | |
Fair value, assets (liabilities), net | 1,871 | 5,179 | |
Foreign Exchange Contracts [Member] | |||
Derivative [Line Items] | |||
Forward contracts not designated as hedging instruments net realized gains (losses) | 400 | (200) | (300) |
Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 2,931 | 6,167 | |
Derivative Liability, Fair Value, Gross Liability | (1,026) | (971) | |
Fair value, assets (liabilities), net | 1,905 | 5,196 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member] | |||
Derivative [Line Items] | |||
Notional amount of cash flow hedges | 22,300 | ||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 4 | 44 | |
Derivative Liability, Fair Value, Gross Liability | (38) | (61) | |
Fair value, assets (liabilities), net | (34) | (17) | |
Cash Flow Hedging [Member] | Foreign Exchange Contracts [Member] | |||
Derivative [Line Items] | |||
Notional amount of cash flow hedges | 105,500 | ||
Cash flow hedges realized gains (losses) | 10,400 | $ 600 | $ 200 |
Unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss) expected to be recognized in next fiscal year | $ 1,200 |
Subsequent Events - Business Ac
Subsequent Events - Business Acquisition (Details) - USD ($) $ in Millions | Jan. 04, 2016 | Dec. 31, 2015 | Dec. 31, 2015 |
Subsequent Event [Line Items] | |||
Cash paid for acquisition | $ 6.1 | ||
Selling and Administrative Expenses [Member] | |||
Subsequent Event [Line Items] | |||
Business and asset acquisition costs | $ 2.1 | ||
SurgiQuest, Inc. [Member] | Selling and Administrative Expenses [Member] | |||
Subsequent Event [Line Items] | |||
Business and asset acquisition costs | $ 1.7 | ||
Subsequent Event [Member] | SurgiQuest, Inc. [Member] | |||
Subsequent Event [Line Items] | |||
Cash paid for acquisition | $ 265 |
Subsequent Events - Debt Disclo
Subsequent Events - Debt Disclosure (Details) - Amended and Restated Senior Credit Agreement [Member] - USD ($) | Jan. 04, 2016 | Dec. 31, 2015 | Apr. 28, 2015 |
Revolving Line of Credit [Member] | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 450,000,000 | ||
Revolving Line of Credit [Member] | Eurodollar [Member] | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate (percent) | 1.00% | ||
Subsequent Event [Member] | Base Rate [Member] | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate (percent) | 1.00% | ||
Subsequent Event [Member] | Eurodollar [Member] | |||
Subsequent Event [Line Items] | |||
Basis spread on variable rate (percent) | 2.00% | ||
Subsequent Event [Member] | Term Loan Facility [Member] | |||
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 175,000,000 | ||
Subsequent Event [Member] | Revolving Line of Credit [Member] | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 525,000,000 |
Selected Quarterly Financial 77
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 191,017 | $ 169,184 | $ 181,027 | $ 177,940 | $ 195,003 | $ 174,961 | $ 188,150 | $ 181,941 | $ 719,168 | $ 740,055 | $ 762,704 |
Gross profit | 102,376 | 93,546 | 93,498 | 92,282 | 104,033 | 96,414 | 101,028 | 102,582 | 381,702 | 404,057 | 412,417 |
Net income | $ 7,852 | $ 8,873 | $ 7,461 | $ 6,312 | $ 11,339 | $ 1,972 | $ 10,255 | $ 8,626 | $ 30,498 | $ 32,192 | $ 35,939 |
EPS: | |||||||||||
Basic (in dollars per share) | $ 0.28 | $ 0.32 | $ 0.27 | $ 0.23 | $ 0.41 | $ 0.07 | $ 0.38 | $ 0.32 | $ 1.10 | $ 1.17 | $ 1.30 |
Diluted (in dollars per share) | $ 0.28 | $ 0.32 | $ 0.27 | $ 0.23 | $ 0.41 | $ 0.07 | $ 0.37 | $ 0.31 | $ 1.09 | $ 1.16 | $ 1.28 |
Selected Quarterly Financial 78
Selected Quarterly Financial Data (Unaudited) (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | $ 21,671 | $ 21,512 | $ 17,376 | ||||||||
State income taxes, net of federal tax benefit (percent) | 3.20% | 1.70% | 1.80% | ||||||||
Deferred income taxes | $ 2,251 | $ (284) | $ 7,218 | ||||||||
Cost of Sales [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | 8,016 | 5,612 | 8,626 | ||||||||
Cost of Sales [Member] | Facility Consolidation Costs [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | $ 2,800 | $ 1,300 | $ 1,500 | $ 2,300 | $ 1,900 | $ 1,400 | $ 1,400 | $ 900 | 8,016 | 5,612 | 6,489 |
Selling and Administrative Expenses [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Business and asset acquisition costs | 2,100 | ||||||||||
Selling and Administrative Expenses [Member] | Administrative Restructuring [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | $ 4,300 | $ 1,100 | $ 2,200 | $ 6,200 | 1,500 | 600 | 500 | 700 | 13,655 | 3,354 | 8,750 |
Selling and Administrative Expenses [Member] | Executive Restructuring [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | 1,500 | 11,000 | 0 | 12,546 | 0 | ||||||
Patent Dispute and Other Matters [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Legal Fees | 1,400 | 1,900 | 1,900 | ||||||||
Settlement cost | 900 | 900 | |||||||||
Patent Dispute and Other Matters [Member] | Selling and Administrative Expenses [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Legal Fees | 0 | 3,374 | 3,206 | ||||||||
Shareholder Activism Costs [Member] | Selling and Administrative Expenses [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Shareholder activism costs | 2,400 | $ 900 | $ 600 | $ 0 | 3,966 | $ 0 | |||||
Legal Fees [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Legal Fees | $ 1,500 | ||||||||||
New York [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
State income taxes, net of federal tax benefit (percent) | 0.00% | 0.00% | |||||||||
Deferred income taxes | $ 2,300 | $ 2,300 | |||||||||
EndoDynamix, Inc. [Member] | Selling and Administrative Expenses [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Business and asset acquisition costs | $ 300 | $ 300 |
Schedule II - Valuation and Q79
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for Bad Debts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 1,239 | $ 1,384 | $ 1,203 |
Charged to costs and expenses | 493 | 517 | 421 |
Deductions | (396) | (662) | (240) |
Balance at end of period | 1,336 | 1,239 | 1,384 |
Sales Returns and Allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 3,081 | 3,098 | 3,609 |
Charged to costs and expenses | 521 | 252 | 398 |
Deductions | (185) | (269) | (909) |
Balance at end of period | 3,417 | 3,081 | 3,098 |
Deferred Tax Asset Valuation Allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 293 | 0 | 0 |
Charged to costs and expenses | 0 | 293 | 0 |
Deductions | (169) | 0 | 0 |
Balance at end of period | $ 124 | $ 293 | $ 0 |