Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 21, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 27,836,532 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,327,544,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 27,428 | $ 72,504 |
Accounts receivable, less allowance for doubtful accounts of $2,031 in 2016 and $1,336 in 2015 | 148,244 | 133,863 |
Inventories | 135,869 | 133,361 |
Prepaid expenses and other current assets | 18,971 | 20,076 |
Total current assets | 330,512 | 359,804 |
Property, plant and equipment, net | 122,029 | 125,452 |
Deferred Tax Assets, Net, Noncurrent | 3,712 | 4,238 |
Goodwill | 397,664 | 260,651 |
Other intangible assets, net | 419,549 | 308,171 |
Other assets | 55,517 | 43,384 |
Total assets | 1,328,983 | 1,101,700 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current portion of long-term debt | 10,202 | 1,339 |
Accounts payable | 41,647 | 34,720 |
Accrued compensation and benefits | 32,036 | 31,823 |
Other current liabilities | 30,067 | 51,836 |
Total current liabilities | 113,952 | 119,718 |
Long-term debt | 488,288 | 269,471 |
Deferred income taxes | 119,143 | 103,379 |
Other long-term liabilities | 27,024 | 24,059 |
Total liabilities | 748,407 | 516,627 |
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 2016 and 2015, respectively | 313 | 313 |
Paid-in capital | 329,276 | 324,915 |
Retained earnings | 406,932 | 414,506 |
Accumulated other comprehensive loss | (58,526) | (53,894) |
Less: Treasury stock, at cost; 3,471,121 and 3,590,409 shares in 2016 and 2015, respectively | (97,419) | (100,767) |
Total shareholders' equity | 580,576 | 585,073 |
Total liabilities and shareholders' equity | $ 1,328,983 | $ 1,101,700 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,031 | $ 1,336 |
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 (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,299,194 | 31,299,194 |
Treasury stock, shares | 3,471,121 | 3,590,409 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Net sales | $ 763,520 | $ 719,168 | $ 740,055 |
Cost of sales | 355,190 | 337,466 | 335,998 |
Gross profit | 408,330 | 381,702 | 404,057 |
Selling and administrative expense | 338,400 | 303,091 | 323,492 |
Research and development expense | 32,254 | 27,436 | 27,779 |
Total operating expenses | 370,654 | 330,527 | 351,271 |
Income from operations | 37,676 | 51,175 | 52,786 |
Other expense | 2,942 | 0 | 0 |
Interest expense | 15,359 | 6,031 | 6,111 |
Income before income taxes | 19,375 | 45,144 | 46,675 |
Provision for income taxes | 4,711 | 14,646 | 14,483 |
Net income | $ 14,664 | $ 30,498 | $ 32,192 |
Earnings per share: | |||
Basic (in dollars per share) | $ 0.53 | $ 1.10 | $ 1.17 |
Diluted (in dollars per share) | 0.52 | 1.09 | 1.16 |
Dividends per share of common stock (in dollars per share) | $ 0.80 | $ 0.80 | $ 0.80 |
Other comprehensive income (loss), before tax: | |||
Foreign currency translation adjustments | $ (4,501) | $ (16,775) | $ (15,069) |
Pension liability | (755) | 7,578 | (18,781) |
Cash flow hedging gain (loss) | 547 | (3,291) | 7,393 |
Other comprehensive income, before tax | 9,955 | 18,010 | 5,735 |
Provision (benefit) for income taxes related to items of other comprehensive income | (77) | 1,584 | (4,207) |
Comprehensive income | $ 10,032 | $ 16,426 | $ 9,942 |
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 at period start (shares) at Dec. 31, 2013 | 31,299 | |||||
Balance at period start 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 at period end (shares) at Dec. 31, 2014 | 31,299 | |||||
Balance at period end 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 at period end (shares) at Dec. 31, 2015 | 31,299 | |||||
Balance at period end at Dec. 31, 2015 | 585,073 | $ 313 | 324,915 | 414,506 | (53,894) | (100,767) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued under employee plans | (869) | (4,217) | 3,348 | |||
Tax benefit arising from common stock issued under employee plans | 203 | 203 | ||||
Stock-based compensation | 8,375 | 8,375 | ||||
Dividends on common stock | (22,238) | (22,238) | ||||
Comprehensive income (loss): | ||||||
Foreign currency translation adjustments | (4,501) | |||||
Pension liability (net of income tax expense/benefit) | (476) | |||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | 345 | |||||
Net income | 14,664 | 14,664 | ||||
Comprehensive income | 10,032 | |||||
Balance at period end (shares) at Dec. 31, 2016 | 31,299 | |||||
Balance at period end at Dec. 31, 2016 | $ 580,576 | $ 313 | $ 329,276 | $ 406,932 | $ (58,526) | $ (97,419) |
Consolidated Statements of Sha6
Consolidated Statements of Shareholder's Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Stockholders' Equity [Abstract] | |||
Pension liability, income tax expense (benefit) | $ (279) | $ 2,800 | $ (6,939) |
Cash flow hedging gain (loss), income tax expense (benefit) | $ 202 | $ (1,216) | $ 2,732 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 14,664 | $ 30,498 | $ 32,192 |
Adjustments to reconcile net income to net cash provided by operating acitivites: | |||
Depreciation | 20,479 | 18,704 | 19,792 |
Amortization | 34,830 | 25,175 | 25,942 |
Stock-based compensation | 8,375 | 7,499 | 9,330 |
Deferred income taxes | (2,871) | 2,251 | (284) |
Gain on sale of facility | (1,890) | 0 | 0 |
Income tax benefit of stock option exercises | 203 | 3,961 | 644 |
Excess tax benefit from stock option exercises | (483) | (4,081) | (922) |
Loss on early extinguishment of debt | 254 | 0 | 0 |
Increase (decrease) in cash flows from changes in assets and liabilities, net of acquired assets | |||
Accounts receivable | (6,380) | (9,643) | 5,255 |
Inventories | 3,103 | (18,581) | (10,449) |
Accounts payable | 2,094 | 11,508 | (3,449) |
Income taxes | (200) | (1,357) | 5,291 |
Accrued compensation and benefits | (2,598) | (3,964) | 3,572 |
Other assets | (23,234) | (12,005) | (11,037) |
Other liabilities | (8,124) | (1,897) | (10,701) |
Total operating | 23,558 | 17,570 | 32,984 |
Net cash provided by operating activities | 38,222 | 48,068 | 65,176 |
Cash flows from investing activities: | |||
Payments related to business acquisitions and asset acquisitions, net of cash acquired | (256,450) | (9,353) | (5,265) |
Proceeds from sale of a facility | 5,178 | 0 | 0 |
Purchases of property, plant and equipment | (14,753) | (15,009) | (15,411) |
Net cash used in investing activities | (266,025) | (24,362) | (20,676) |
Cash flows from financing activities: | |||
Repurchase of common stock | 0 | 0 | (16,862) |
Excess tax benefit from stock option exercises | 483 | 4,081 | 922 |
Payments on term loan | (8,750) | 0 | 0 |
Proceeds from term loan | 175,000 | 0 | 0 |
Payments on revolving line of credit | (162,347) | (112,000) | (86,000) |
Proceeds from revolving line of credit | 225,000 | 142,680 | 113,000 |
Payments related to distribution agreement | (16,667) | (16,667) | (16,667) |
Payments on mortgage notes | (1,339) | (1,234) | (1,140) |
Payments related to debt issuance costs | (5,556) | (1,485) | 0 |
Dividends paid on common stock | (22,213) | (22,105) | (21,959) |
Other, net | 591 | (3,043) | 2,316 |
Net cash provided by (used in) financing activities | 184,202 | (9,773) | (26,390) |
Effect of exchange rate changes on cash and cash equivalents | (1,475) | (7,761) | (6,221) |
Net increase (decrease) in cash and cash equivalents | (45,076) | 6,172 | 11,889 |
Cash and cash equivalents at beginning of year | 72,504 | 66,332 | 54,443 |
Cash and cash equivalents at end of year | 27,428 | 72,504 | 66,332 |
Non-cash investing and financing activities: | |||
Contractual obligations for acquisition of a business | 0 | 440 | 10,137 |
Dividends payable | 5,566 | 5,542 | 5,510 |
Cash paid during the year for: | |||
Interest | 13,758 | 5,434 | 5,532 |
Income taxes | $ 9,588 | $ 10,261 | $ 10,206 |
Operations and Significant Acco
Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 and distributor relationships, trademarks, tradenames, developed technology, 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 goodwill of $397.7 million and other intangible assets of $419.5 million as of December 31, 2016 . 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 2016 , we completed our goodwill impairment testing with data as of October 1, 2016. We performed a Step 1 impairment test 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 as a result of the 1997 acquisition of Linvatec Corporation. The acquisition date valuation 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. During 2016, we acquired SurgiQuest, Inc. and recorded customer and distributor relationships with an average useful life of 22 years. Customer and distributor relationship intangible assets arising as a result of business acquisitions other than Linvatec are being amortized over a weighted average life of 21 years. The weighted average life for customer and distributor relationship assets in aggregate is 29 years. We evaluate the remaining useful life of our customer and distributor 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 and distributor relationship intangible assets, we perform an analysis and assessment of actual customer attrition and activity as events and circumstances warrant. We test our customer and distributor relationship assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors specific to our customer and distributor 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. Our developed technology asset arose as a result of the SurgiQuest, Inc. acquisition. This asset is amortized over a weighted average useful life of 17 years. We test for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Trademarks and tradenames intangible assets are not amortized. The Company assesses the impairment of indefinite-lived intangibles annually as of October 1, 2016 and whenever an event or circumstances change that would indicate that the carrying amount may be impaired. We performed a qualitative assessment, and 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. 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 other long-lived assets consisting of intangible assets subject to amortization, property, plant and equipment and field inventory for impairment 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. The Company maintains field inventory consisting of capital equipment for customer demonstration and evaluation purposes. Field inventory is generally not sold to customers but rather continues to be used over its useful life for demonstration, evaluation and loaner purposes. An annual wear and tear provision has been recorded on field inventory. In the fourth quarter of 2016 and as a result of the SurgiQuest acquisition, the Company determined it needed to expand its field inventory and reevaluated its prior accounting classification as inventory. As a result, the equipment is classified as a long term asset and amortized over its useful life. The net book value of such equipment at December 31, 2016 and 2015 is $44.8 million and $33.5 million , respectively; the prior year balance is presented in other long term assets. 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 amortized 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 $13.4 million , $12.6 million and $13.6 million for 2016 , 2015 and 2014 , 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 $2.0 million at December 31, 2016 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, 2016 , 2015 and 2014 , respectively: 2016 2015 2014 Net income $ 14,664 $ 30,498 $ 32,192 Basic-weighted average shares outstanding 27,804 27,653 27,401 Effect of dilutive potential securities 160 205 368 Diluted-weighted average shares outstanding 27,964 27,858 27,769 Net income (per share) Basic $ 0.53 $ 1.10 $ 1.17 Diluted 0.52 1.09 1.16 The shares used in the calculation of diluted EPS exclude options and stock appreciation rights ("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 1.4 million , 0.5 million and 0.0 million at December 31, 2016 , 2015 and 2014 , 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, 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 ) Income tax provision (benefit) 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 ) 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 ) Income tax provision (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 ) Other comprehensive income (loss) before reclassifications, net of tax 1,088 (2,229 ) (4,501 ) (5,642 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a (1,179 ) 2,780 — 1,601 Income tax provision (benefit) 436 (1,027 ) — (591 ) Net current-period other comprehensive income (loss) 345 (476 ) (4,501 ) (4,632 ) Balance, December 31, 2016 $ 1,546 $ (26,458 ) $ (33,614 ) $ (58,526 ) (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 14 and Note 10, respectively, for further details. |
Business Acqusition
Business Acqusition | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Business Acquisition | Business Acquisition On January 4, 2016, we acquired all of the stock of SurgiQuest, Inc. ("SurgiQuest") for $257.7 million in cash (based on an aggregate purchase price of $265 million as adjusted pursuant to the merger agreement governing the acquisition). SurgiQuest developed, manufactured and marketed 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 general surgery offering. The acquisition was funded through a combination of cash on hand and long-term borrowings. The following table summarizes the fair values of the assets acquired and liabilities assumed as a result of the SurgiQuest acquisition. Cash $ 1,305 Accounts receivable 10,032 Inventory 4,267 Other current assets 728 Current assets acquired 16,332 Property, plant & equipment 3,332 Goodwill 136,687 Customer and distributor relationships 76,420 Developed technology 49,600 Trademarks and tradenames 4,780 Other non-current assets 1,553 Total assets acquired $ 288,704 Accounts payable $ 5,012 Other current liabilities 6,004 Current liabilities assumed 11,016 Deferred income taxes 19,505 Other long-term liabilities 454 Total liabilities assumed 30,975 Net assets acquired $ 257,729 The goodwill recorded as part of the acquisition primarily represents revenue synergies, as well as operating efficiencies and cost savings. Goodwill deductible for tax purposes is $11.5 million . The weighted amortization period for intangibles acquired is 20 years. Customer and distributor relationships, developed technology and trademarks and tradenames are being amortized over a weighted average life of 22 , 17 and 23 years, respectively. The unaudited pro forma information for the years ended December 31, 2016 and 2015 , assuming SurgiQuest occurred as of January 1, 2015 are presented below. This information has been prepared for comparative purposes only and does not purport to be indicative of the results of operations which actually would have resulted had the SurgiQuest acquisition occurred on the dates indicated, or which may result in the future. December 31, 2016 2015 Net sales $ 763,520 $ 768,726 Net income 29,153 (9,673 ) These pro forma results include certain adjustments, primarily due to increases in amortization expense due to fair value adjustments of intangible assets, increases in interest expense due to additional borrowings incurred to finance the acquisition, and acquisition related costs including transaction costs such as legal, accounting, valuation and other professional services as well as integration costs such as severance and retention. Acquisition related costs included in the determination of pro forma net income for the year ended December 31, 2015 totaled $20.6 million . Such amounts are excluded from the determination of pro forma net income for the year ended December 31, 2016 . Net sales associated with SurgiQuest of $68.4 million have been recorded in the consolidated statement of comprehensive income for the year ended December 31, 2016 . It is impracticable to determine the earnings recorded in the consolidated statement of comprehensive income associated with the SurgiQuest acquisition for the year ended December 31, 2016 as these amounts are not separately measured. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at December 31: 2016 2015 Raw materials $ 42,821 $ 47,681 Work in process 13,315 13,922 Finished goods 79,733 71,758 $ 135,869 $ 133,361 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following at December 31: 2016 2015 Land $ 4,027 $ 4,027 Building and improvements 90,780 90,272 Machinery and equipment 205,674 193,630 Construction in progress 7,229 5,281 307,710 293,210 Less: Accumulated depreciation (185,681 ) (167,758 ) $ 122,029 $ 125,452 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 $6,043 , $5,464 and $5,897 for the years ended December 31, 2016 , 2015 and 2014 , respectively. The aggregate future minimum lease commitments for operating leases at December 31, 2016 are as follows: 2017 $ 6,170 2018 5,862 2019 5,717 2020 2,348 2021 1,182 Thereafter 2,505 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
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: 2016 2015 Balance as of January 1, $ 260,651 $ 256,232 Goodwill resulting from business acquisitions 136,687 5,369 Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment — (525 ) Foreign currency translation 326 (425 ) Balance as of December 31, $ 397,664 $ 260,651 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 2016 , the Company acquired SurgiQuest, Inc. (SurgiQuest) as further described in Note 2. Goodwill resulting from the acquisition amounted to $136.7 million and acquired amortizing intangible assets including customer and distributor relationships, developed technology and trademarks and tradenames amounted to $130.8 million . During 2015, the Company entered into three acquisitions totaling a cash purchase price of $6.1 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, 2016 and 2015, respectively . Other intangible assets consist of the following: December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer and distributor relationships $ 213,259 $ (75,164 ) $ 136,871 $ (64,423 ) Promotional, marketing and distribution rights 149,376 (30,000 ) 149,376 (24,000 ) Patents and other intangible assets 67,509 (40,335 ) 66,688 (42,885 ) Developed technology 49,600 (1,240 ) — — Unamortized intangible assets : Trademarks and tradenames 86,544 — 86,544 — $ 566,288 $ (146,739 ) $ 439,479 $ (131,308 ) 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. Amortization expense related to intangible assets which are subject to amortization totaled $20.0 million , $12.6 million and $13.0 million for the years ending December 31, 2016, 2015 and 2014 , respectively, and is included as a reduction of revenue (for amortization related to our promotional, marketing and distribution rights) and in selling and administrative expense (for all other intangible assets) in the consolidated statements of comprehensive income. The weighted average amortization period for intangible assets which are amortized is 25 years. Customer and distributor relationships are being amortized over a weighted average life of 29 years. Developed technology is being amortized over a weighted average life of 17 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 13 years. Included in patents and other intangible assets at December 31, 2016 is an in-process research and development asset that is not currently amortized. The estimated amortization expense related to intangible assets at December 31, 2016 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total 2017 15,539 6,000 $ 21,539 2018 15,857 6,000 $ 21,857 2019 15,711 6,000 $ 21,711 2020 15,732 6,000 $ 21,732 2021 14,356 6,000 $ 20,356 |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long Term Debt Long-term debt consists of the following at December 31: 2016 2015 Revolving line of credit $ 329,000 $ 265,609 Term loan, net of deferred debt issuance costs of $622 and $0 in 2016 and 2015, respectively 165,628 — Mortgage notes 3,862 5,201 Total debt 498,490 270,810 Less: Current portion 10,202 1,339 Total long-term debt $ 488,288 $ 269,471 On January 4, 2016, we entered into a 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. Initially, the interest rates were at LIBOR plus a base rate or a Eurocurrency rate plus an applicable margin. The applicable margin for base rate loans is 1.00% and for Eurocurrency rate loans is 2.00% ( 2.77% at December 31, 2016). In conjunction with this agreement, we incurred charges included in other expense in the statements of comprehensive income related to commitment fees paid to certain of our lenders, which provided a financing commitment for the SurgiQuest acquisition totaling $2.7 million and recorded a loss on the early extinguishment of debt of $0.3 million . There were $166.3 million in borrowings outstanding on the term loan as of December 31, 2016 . There were $329.0 million in borrowings outstanding under the revolving credit facility as of December 31, 2016 . Our available borrowings on the revolving credit facility at December 31, 2016 were $191.2 million with approximately $4.8 million of the facility set aside for outstanding letters of credit. The fifth amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The fifth amended and restated senior credit agreement contains covenants and restrictions which, among other things, require the maintenance of certain financial ratios 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, 2016 . We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales. 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 $3.9 million at December 31, 2016 . The mortgage note is collateralized by the Largo, Florida property and facilities. The scheduled maturities of long-term debt outstanding at December 31, 2016 are as follows: 2017 $ 10,202 2018 14,699 2019 18,336 2020 17,500 2021 438,375 Thereafter — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 consists of the following: 2016 2015 2014 Current tax expense: Federal $ 312 $ 4,208 $ 2,256 State 159 1,238 516 Foreign 7,111 6,949 11,995 7,582 12,395 14,767 Deferred income tax expense (benefit) (2,871 ) 2,251 (284 ) Provision for income taxes $ 4,711 $ 14,646 $ 14,483 A reconciliation between income taxes computed at the statutory federal rate and the provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 follows: 2016 2015 2014 Tax provision at statutory rate based on income before income taxes 35.0 % 35.0 % 35.0 % Foreign income taxes (6.8 ) (3.6 ) (4.8 ) Federal research credit (5.6 ) (2.0 ) (2.1 ) Settlement of taxing authority examinations (3.5 ) (0.6 ) (3.7 ) European permanent deduction (3.4 ) (2.1 ) (3.8 ) Non deductible/non-taxable items 7.2 1.8 1.8 State income taxes, net of federal tax benefit 1.7 3.2 1.7 Impact of repatriation of foreign earnings — 2.5 — New York State corporate tax reform — — 5.5 Stock-based compensation — — (0.2 ) Other, net (0.3 ) (1.8 ) 1.6 24.3 % 32.4 % 31.0 % The tax effects of the significant temporary differences which comprise the deferred income tax assets and liabilities at December 31, 2016 and 2015 are as follows: 2016 2015 Assets: Inventory $ 3,769 $ 3,938 Net operating losses 34,669 6,421 Capitalized research and development 6,257 5,733 Deferred compensation 2,544 2,557 Accounts receivable 3,186 2,938 Compensation and benefits 6,645 7,365 Accrued pension 4,530 3,944 Research and development credit 8,164 7,094 Other 2,001 3,245 Foreign tax credit 1,112 — Less: valuation allowances (441 ) (124 ) 72,436 43,111 Liabilities: Goodwill and intangible assets 168,509 122,623 Depreciation 9,099 11,999 State taxes 10,123 7,427 Contingent interest 136 203 187,867 142,252 Net liability $ (115,431 ) $ (99,141 ) Income before income taxes consists of the following U.S. and foreign income: 2016 2015 2014 U.S. income $ (6,128 ) $ 18,119 $ 12,374 Foreign income 25,503 27,025 34,301 Total income $ 19,375 $ 45,144 $ 46,675 As of December 31, 2016 , the amount of federal net operating loss carryforward was $99.3 million and begins to expire in 2026. As of December 31, 2016 , the amount of federal research credit carryforward available was $8.1 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 2015 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 the remaining foreign earnings accumulated through the year ended December 31, 2016 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 $108.8 million as of December 31, 2016 . 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,: 2016 2015 2014 Balance as of January 1, $ 616 $ 581 $ 1,689 Increases for positions taken in prior periods — 100 45 Increases for positions taken in current periods 1,584 — — Decreases in unrecorded tax positions related to settlement with the taxing authorities (361 ) — (1,073 ) Decreases in unrecorded tax positions related to lapse of statute of limitations — (65 ) (80 ) Balance as of December 31, $ 1,839 $ 616 $ 581 If the total unrecognized tax benefits of $1.8 million at December 31, 2016 were recognized, it would reduce our annual effective tax rate. The amount of interest accrued in 2016 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, 2016 | |
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 2016 was paid on January 5, 2017 to shareholders of record as of December 15, 2016 . The total dividend payable was $5.6 million and $5.5 million at December 31, 2016 and 2015, respectively , 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, 2016 and 2015 , no preferred stock had been issued. Our Board of Directors has authorized a $200.0 million share repurchase program. Through December 31, 2016 , 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 2016 and 2015 we did not repurchase any shares. During 2014 , we repurchased 0.4 million shares for an aggregate cost of $16.9 million . We have reserved 8.9 million shares of common stock for issuance to employees and directors under three shareholder approved share-based compensation plans (the "Plans") of which approximately 1.5 million shares remain available for grant at December 31, 2016 . The exercise price on all outstanding stock options and 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. Stock options, SARs, RSUs and PSUs are non-transferable other than on death and generally become exercisable over a five year period from date of grant. Stock options and 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 $8.4 million , $7.5 million and $9.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. These amounts are included in selling and administrative expenses, and in 2016, 2015 and 2014, $0.7 million , $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 12. Tax related benefits of $3.1 million , $2.7 million and $3.4 million were also recognized for the years ended December 31, 2016 , 2015 and 2014 , respectively. Cash received from the exercise of stock options was $0.0 million , $0.2 million and $1.8 million for the years ended December 31, 2016 , 2015 and 2014 , 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 stock 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 stock option and SAR grant. The risk free interest rate is based on the stock 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 stock 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, 2016 , 2015 and 2014 : 2016 2015 2014 Grant date fair value of stock options and SARs $ 8.61 $ 11.37 $ 13.40 Expected stock price volatility 26.88 % 25.96 % 34.85 % Risk-free interest rate 1.45 % 1.49 % 1.53 % Expected annual dividend yield 2.10 % 1.55 % 1.80 % Expected life of options & SARs (years) 6.0 5.7 6.4 The following table illustrates the stock option and SAR activity for the year ended December 31, 2016 : Number of Shares (in 000’s) Weighted- Average Exercise Price Outstanding at December 31, 2015 920 $ 43.47 Granted 1,001 $ 39.99 Forfeited (93 ) $ 46.78 Exercised (75 ) $ 23.55 Outstanding at December 31, 2016 1,753 $ 42.16 Exercisable at December 31, 2016 340 $ 37.96 Stock options & SARs expected to vest 1,414 $ 43.17 The weighted average remaining contractual term for SARs and stock options outstanding and exercisable at December 31, 2016 was 8.0 years and 4.8 years, respectively. The aggregate intrinsic value of SARs and stock options outstanding and exercisable at December 31, 2016 was $7.5 million and $3.2 million , respectively. The aggregate intrinsic value of stock options and SARs exercised during the years ended December 31, 2016 , 2015 and 2014 was $1.4 million , $2.8 million and $10.7 million , respectively. The following table illustrates the RSU and PSU activity for the year ended December 31, 2016 : Number of Shares (in 000’s) Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2015 353 $ 41.23 Granted 83 $ 40.27 Vested (110 ) $ 43.16 Forfeited (29 ) $ 39.62 Outstanding at December 31, 2016 297 $ 41.01 The weighted average fair value of awards of RSUs and PSUs granted in the years ended December 31, 2016 , 2015 and 2014 was $40.27 , $45.75 and $43.21 , respectively. The total fair value of shares vested was $4.7 million , $6.0 million and $11.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. As of December 31, 2016 , there was $18.8 million of total unrecognized compensation cost related to nonvested stock options, SARs, RSUs and PSUs granted under the Plans which is expected to be recognized over a weighted average period of 3.2 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 2016 , we issued approximately 19,300 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, 2016 | |
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 executive management team) 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: 2016 2015 2014 Orthopedic surgery $ 370,472 $ 388,948 $ 402,750 General surgery 341,417 274,190 279,356 Surgical visualization 51,631 56,030 57,949 Consolidated net sales $ 763,520 $ 719,168 $ 740,055 Net sales information for geographic areas consists of the following: 2016 2015 2014 United States $ 399,107 $ 361,452 $ 360,960 Americas (excluding the United States) 87,532 86,867 94,770 Europe, Middle East & Africa 147,985 145,565 158,040 Asia Pacific 128,896 125,284 126,285 Total $ 763,520 $ 719,168 $ 740,055 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, 2016 and 2015 . No single customer represented over 10% of our consolidated net sales for the years ended December 31, 2016 , 2015 and 2014 . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
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 $7.1 million , $7.6 million and $6.9 million during the years ended December 31, 2016 , 2015 and 2014 , 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: 2016 2015 Accumulated Benefit Obligation $ 82,005 $ 78,437 Change in benefit obligation Projected benefit obligation at beginning of year $ 78,437 $ 91,107 Service cost 452 240 Interest cost 2,878 3,394 Actuarial (gain) loss 4,844 (11,806 ) Benefits paid (1,814 ) (1,620 ) Settlement (2,792 ) (2,878 ) Projected benefit obligation at end of year $ 82,005 $ 78,437 Change in plan assets Fair value of plan assets at beginning of year $ 67,168 $ 73,431 Actual gain (loss) on plan assets 6,499 (1,765 ) Benefits paid (1,814 ) (1,620 ) Settlement (2,792 ) (2,878 ) Fair value of plan assets at end of year $ 69,061 $ 67,168 Funded status $ (12,944 ) $ (11,269 ) Amounts recognized in the consolidated balance sheets consist of the following at December 31,: 2016 2015 Other long-term liabilities $ (12,944 ) $ (11,269 ) Accumulated other comprehensive loss (41,960 ) (41,205 ) The following actuarial assumptions were used to determine our accumulated and projected benefit obligations as of December 31,: 2016 2015 Discount rate 4.28 % 4.54 % Accumulated other comprehensive loss for the years ended December 31, 2016 and 2015 consists of net actuarial losses of $41,960 and $41,205 , 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 2016 are as follows: Current year actuarial loss $ (3,535 ) Amortization of actuarial loss 2,780 Total recognized in other comprehensive loss $ (755 ) 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 2017 is $2.8 million . Net periodic pension cost for the years ended December 31, consists of the following: 2016 2015 2014 Service cost $ 452 $ 240 $ 271 Interest cost on projected benefit obligation 2,878 3,394 3,465 Expected return on plan assets (5,189 ) (5,697 ) (2,297 ) Amortization of loss 2,780 3,233 (2,048 ) Net periodic pension (income) cost $ 921 $ 1,170 $ (609 ) The following actuarial assumptions were used to determine our net periodic pension benefit cost for the years ended December 31,: 2016 2015 2014 Discount rate on benefit obligation 4.54 % 3.81 % 4.75 % Effective rate for interest on benefit obligation 3.77 % 3.81 % 4.75 % Expected return on plan assets 8.00 % 8.00 % 8.00 % In 2016, we changed the method we used 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 did not affect the measurement of our total benefit obligation. We have accounted for this change as a change in estimate and therefore accounted 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 2016 2015 2017 Equity securities 86 % 86 % 75 % Debt securities 14 14 25 Total 100 % 100 % 100 % As of December 31, 2016 , 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. 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, 2016 and 2015 : 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, 2016 and December 31, 2015 : December 31, 2016 Level 1 Level 2 Total Common Stock $ 34,856 $ — $ 34,856 Money Market Fund — 1,710 1,710 Mutual Funds 24,626 — 24,626 Fixed Income Securities 7,869 — 7,869 $ 67,351 $ 1,710 $ 69,061 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 We do not expect to make any contributions to our pension plan for 2017 . The following table summarizes the benefits and settlements 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 payments are estimated based on the same assumptions used to measure the Company’s projected benefit obligation at December 31, 2016 and reflect the impact of expected future employee service. 2017 $5,033 2018 5,368 2019 5,465 2020 5,696 2021 5,545 2022-2026 25,194 |
Legal Matters and Contingencies
Legal Matters and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
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 international operations, or sales by foreign distributors. Likewise, from time to time, the Company may receive an informal 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 informal or routine inquiries and over time develop into enforcement actions of various types. Likewise, we receive reports of alleged misconduct from employees and third parties, which we investigate as appropriate. Manufacturers of medical devices have been the subject of various enforcement actions relating to interactions with health care providers domestically or internationally whereby Companies are claimed to have provided health care providers inappropriate incentives to purchase their products. Similarly, the Foreign Corrupt Practices Act (“FCPA”) imposes obligations on manufacturers with respect to interactions with health care providers who may be considered government officials if they are affiliated with public hospitals. The FCPA also requires publicly listed manufacturers to maintain accurate books and records, and maintain internal accounting controls sufficient to provide assurance that transactions are accurately recorded, lawful and in accordance with management’s authorization. The FCPA poses unique challenges both because manufacturers operate in foreign cultures in which conduct illegal under the FCPA may not be illegal in local jurisdictions, and because, in some cases, a United States manufacturer may face risks under the FCPA based on the conduct of third parties over whom the manufacturer may not have complete control. 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. 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, investigations or reports of alleged misconduct 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, investigations or reports of misconduct, 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. 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. The FDA inspected our Centennial, Colorado facility in 2013 and 2014 and ultimately issued a Warning Letter on January 30, 2014. Accordingly, we took corrective action and, on August 1, 2016, we received notification from the FDA that the Warning Letter was closed. The costs of remediation relating to the January 30, 2014 warning letter were not material to our consolidated results of operations. We may have future inspections at other sites and there can be no assurance that the costs of responding to such inspections will not be material. In September 2013, Lexion Medical ("Lexion") filed suit against SurgiQuest in federal court in the District of Minnesota alleging false advertising under the Lanham Act, as well as various state law claims, including common law trade libel and unfair competition. In March 2014, SurgiQuest’s motion to dismiss for lack of personal jurisdiction was granted and that same day, SurgiQuest filed suit against Lexion in federal court in the District of Delaware seeking, among other claims, a declaratory judgment that SurgiQuest’s actions did not violate the Lanham Act. Lexion filed an answer generally denying SurgiQuest’s claims, and asserted counterclaims that were substantially similar to the claims Lexion brought in the Minnesota action. On January 4, 2016, SurgiQuest became a subsidiary of CONMED as further described in Note 2, and we assumed the costs and liabilities related to the Lexion lawsuit subject to the terms of the merger agreement referenced in Note 2. Discovery is now largely complete, and the case is currently scheduled to go to trial on April 3, 2017. Based on its expert's reports, Lexion is seeking damages of $14.8 million for alleged lost profits and $18.7 million for costs related to alleged “corrective advertising” as well as an unspecified sum for disgorgement of SurgiQuest’s alleged profit. We believe that there is no factual and/or legal merit to Lexion’s claims against SurgiQuest, and intend to vigorously defend the claims asserted by Lexion. In 2014, the Company acquired EndoDynamix, Inc. The agreements governing the terms of the acquisition provide that, if various conditions are met, certain contingent payments relating to the first commercial sale of the products (the milestone payment), as well as royalties based on sales (the revenue based payments), are due to the seller. We have notified the seller that there is a need to redesign the product, and that as a consequence, the first commercial sale has been delayed. Consequently, the payment of contingent milestone and revenue-based payments have been delayed. On January 18, 2017, the seller provided notice ("the Notice") seeking $12.7 million , which essentially represents the sum of the projected contingent milestone and revenue-based payments on an accelerated basis. CONMED responded to the Notice denying that there was any basis for acceleration of the payments due under the acquisition agreements. On February 22, 2017, the representative of the former shareholders of EndoDynamix filed a complaint in Delaware Chancery Court claiming breach of contract and seeking the contingent payments on an accelerated basis. We do not believe that there is a legitimate basis for seeking the acceleration of the contingent payments, and expect to defend the claims asserted by the sellers of EndoDynamix in the Delaware Court. |
Acquisition, Restructuring and
Acquisition, Restructuring and Other Expense | 12 Months Ended |
Dec. 31, 2016 | |
Acquisition, Restructuring Expenses and Other Operating Expenses [Abstract] | |
Acquisition, Restructuring and Other Expense | Acquisition, Restructuring and Other Expense Acquisition, restructuring and other expense for the year ended December 31, consists of the following: 2016 2015 2014 Consolidation costs $ 3,066 $ 8,016 $ 5,612 Termination of a product offering 4,546 — — Restructuring costs included in cost of sales $ 7,612 $ 8,016 $ 5,612 Restructuring costs $ 6,873 $ 13,655 $ 3,354 Business and asset acquisition costs 20,599 2,543 722 Gain on sale of facility (1,890 ) — — Management restructuring costs — — 12,546 Shareholder activism costs — — 3,966 Patent dispute and other matters — — 3,374 Acquisition, restructuring and other expense included in selling and administrative expense $ 25,582 $ 16,198 $ 23,962 Debt refinancing costs included in other expense $ 2,942 $ — $ — During 2016 , we incurred $20.6 million in costs associated with the January 4, 2016 acquisition of SurgiQuest, Inc. as further described in Note 2. These costs include investment banking fees, consulting fees, legal fees associated with the acquisition as well as the Lexion case as further described in Note 11, costs associated with expensing of unvested options acquired and integration related costs. During 2015, we incurred $2.5 million in costs associated with the acquisition of SurgiQuest and other acquisitions during the year. During 2014 , we incurred $0.7 million in costs associated with the purchase of a business. During 2014, we incurred $4.0 million in professional fees related to shareholder activism. During 2014, we incurred $3.4 million , in legal and settlement costs. The 2014 patent infringement claim costs totaled $1.9 million , including $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 2016 , we incurred a $2.7 million charge related to commitment fees paid to certain of our lenders, which provided a financing commitment for the SurgiQuest acquisition and recorded a loss on the early extinguishment of debt of $0.3 million in conjunction with the fifth amended and restated senior credit agreement as further described in Note 6. During 2016 , 2015 and 2014 , we continued our operational restructuring plan. The consolidation of our Centennial, Colorado manufacturing operations into other existing CONMED manufacturing facilities is complete. 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 $3.1 million , $8.0 million and $5.6 million in costs associated with the operational restructuring during the years ending December 31, 2016 , 2015 and 2014 , respectively. These costs were charged to cost of sales and include severance and other charges associated with the consolidation of operations. During 2016, the Company discontinued our Altrus product offering as part of our ongoing restructuring and incurred $4.5 million in non-cash charges primarily related to inventory and fixed assets which were included in cost of sales during 2016 . During 2016, we sold our Centennial, Colorado facility. We received net cash proceeds of $5.2 million and recorded a gain of $1.9 million on the sale. During 2016 , 2015 and 2014 , we restructured certain selling and administrative functions and incurred $6.9 million , $13.7 million and $3.4 million , respectively, in related costs consisting principally of severance charges. 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 $2.6 million at December 31, 2016 mainly related to severance costs associated with restructuring. Below is a rollforward of the costs incurred and cash expenditures associated with these activities during 2016, 2015 and 2014 : Balance as of January 1, 2014 $ 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 as of December 31, 2015 7,175 Expenses incurred 9,939 Payments made (14,471 ) Balance as of December 31, 2016 $ 2,643 A significant portion of this accrual will be paid out in 2017. |
Guarantees
Guarantees | 12 Months Ended |
Dec. 31, 2016 | |
Guarantees [Abstract] | |
Guarantees | Guarantees We provide warranties on certain of our products at the time of sale and sell extended warranties. The standard warranty period for our capital and reusable equipment is generally one year and our extended warranties can vary in length. 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: 2016 2015 2014 Balance as of January 1, $ 2,509 $ 2,286 $ 2,422 Provision for warranties 2,967 3,836 3,492 Claims made (3,522 ) (3,613 ) (3,628 ) Balance as of December 31, $ 1,954 $ 2,509 $ 2,286 |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2016 | |
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. The notional contract amounts for forward contracts outstanding at December 31, 2016 which have been accounted for as cash flow hedges totaled $108.1 million . Net realized gains recognized for forward contracts accounted for as cash flow hedges approximated $1.2 million , $10.4 million and $0.6 million for the years ended December 31, 2016, 2015 and 2014 , respectively. Net unrealized gains on forward contracts outstanding which have been accounted for as cash flow hedges and which have been included in other comprehensive income totaled $1.5 million at December 31, 2016 . It is expected these unrealized gains will be recognized in the consolidated statement of comprehensive income in 2017 and 2018. 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. The notional contract amounts for forward contracts outstanding at December 31, 2016 which have not been designated as hedges totaled $18.4 million . Net realized gains (losses) recognized in connection with those forward contracts not accounted for as hedges approximated $0.0 million , $0.4 million and -$0.2 million for the years ended December 31, 2016, 2015 and 2014 , respectively, offsetting losses on our intercompany receivables of -$0.1 million , -$0.8 million and -$0.5 million for the years ended December 31, 2016, 2015 and 2014 , 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, 2016 and 2015 : December 31, 2016 Asset Fair Liabilities Fair Net Derivatives designated as hedged instruments: Foreign exchange contracts $ 3,962 $ (1,510 ) $ 2,452 Derivatives not designated as hedging instruments: Foreign exchange contracts 48 (54 ) (6 ) Total derivatives $ 4,010 $ (1,564 ) $ 2,446 December 31, 2015 Asset Fair Value Liabilities Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts $ 2,931 $ (1,026 ) $ 1,905 Derivatives not designated as hedging instruments: Foreign exchange contracts 4 (38 ) (34 ) Total derivatives $ 2,935 $ (1,064 ) $ 1,871 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, 2016 and December 31, 2015 we have recorded the net fair value of $2.4 million and $1.9 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, 2016 consist of forward foreign exchange contracts and contingent liabilities associated with a business acquisition. 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. Certain acquisitions involve the potential for the payment of future contingent consideration upon the achievement of certain product development milestones and revenue based payments. 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 remeasure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. The carrying amounts reported in our 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, 2016 | |
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 March, April and May 2016, the FASB issued ASU 2016-08 related to principal versus agent considerations; ASU 2016-10 related to identifying performance obligations and licensing; and ASU 2016-12 clarifying the guidance on assessing collectability, presenting sales taxes, measuring noncash consideration, and certain transition matters, respectively. These additional ASUs provide supplemental adoption guidance and clarification to ASU 2014-09. The guidance in these ASUs is effective for annual reporting periods beginning after December 15, 2017 and early adoption is permitted as of January 1, 2017. The standard allows the option of either a full retrospective adoption, meaning the standard is applied to all periods presented, or a modified retrospective adoption, meaning the standard is applied only to the most current period. The Company will adopt the new standard on January 1, 2018. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements, however we currently anticipate applying the modified retrospective approach. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This ASU establishes specific guidance to an organization's management on their responsibility to evaluate whether there is substantial doubt about the organization's ability to continue as a going concern. The provisions of this ASU are effective for annual periods ending after December 15, 2016, and interim periods thereafter. We implemented this guidance in 2016 and it did not impact our financial statements or disclosures. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. An entity should measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. This ASU is effective for annual periods beginning after December 15, 2016. The Company does not believe this new guidance will have a material impact on the consolidated financial statements. In August 2015, the FASB issued ASU No. 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements. This ASU was issued to clarify the guidance included in ASU 2015-03 "Simplifying the Presentation of Debt Issuance Costs", which requires entities to present debt issuance costs related to a recognized debt liability as a direct deduction from the carrying amount of that debt liability. ASU 2015-03 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within Update 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 was issued to clarify that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. This ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted this guidance as of January 1, 2016, continuing to account for debt issuance costs related to the line-of-credit arrangement as an asset, and it did not have a material impact on our 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 adopted this guidance as of January 1, 2016 and it did not have a material impact on our 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 we 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 retrospectively implemented this new guidance in the first quarter of 2016. The table below summarizes the adjustments made to conform prior period classification with the new guidance: December 31, 2015 As Previously Filed Reclass As Adjusted Current deferred income tax assets $ 14,150 $ (14,150 ) $ — Long-term deferred income tax assets 1,332 2,906 4,238 Long-term deferred income tax liabilities (114,623 ) 11,244 (103,379 ) $ (99,141 ) $ — $ (99,141 ) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). This ASU requires lessees to put most leases on their balance sheets but recognize the expenses on their income statements in a manner similar to current practice. It states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard is effective for interim and annual periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently evaluating the impact of of adopting this new guidance on the consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting. This ASU requires all tax effects to run through the statement of operations, where historically tax benefits in excess of compensation cost ran through equity. It also allows employers to withhold the maximum amount of individual tax withholdings without resulting in liability accounting. Finally, the ASU allows companies to make an accounting policy election regarding the impact of forfeitures on expense related to share based awards. This new guidance is effective for periods beginning after December 15, 2016, however early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (A Consensus of the FASB Emerging Issues Task Force). This ASU provides amendments to specific statement of cash flows classification issues. This new guidance is effective for periods beginning after December 15, 2017, however early adoption is permitted. The Company does not believe this new guidance will have a material impact on the consolidated financial statements. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this Update require that a statement a of cash flows explain the change during the period in the total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The ASU is effective for periods beginning after December 15, 2017, however early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Clarifying the Definition of a Business. This ASU states w hen substantially all of the fair value of gross assets acquired is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. In addition, this guidance states in order to be a business, an input and a substantive process must significantly contribute to the ability to produce outputs. This new guidance is effective for periods beginning after December 15, 2017, however early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. This ASU removes Step 2 of the goodwill impairment test, which requires hypothetical purchase price allocation. A goodwill impairment will now be the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company is currently assessing the impact of this guidance on our consolidated financial statements. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Selected quarterly financial data for 2016 and 2015 are as follows: Three Months Ended March June September December 2016 Net sales $ 181,201 $ 193,433 $ 184,792 $ 204,094 Gross profit 97,740 102,422 101,209 106,959 Net income (loss) (2,265 ) 2,884 7,337 6,708 EPS: Basic $ (.08 ) $ .10 $ .26 $ .24 Diluted (.08 ) .10 .26 .24 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 Items Included In Selected Quarterly Financial Data: 2016 First Quarter During the first quarter of 2016 , we incurred $0.9 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 12. During the first quarter of 2016 , we incurred $9.0 million in costs associated with the January 4, 2016 acquisition of SurgiQuest, Inc. These costs include investment banking fees, consulting fees, legal fees associated with the acquisition as well as the Lexion case as further described in Note 11, costs associated with expensing of unvested options acquired and integration related costs and were charged to selling and administrative expense - see Note 2 and 12. During the first quarter of 2016 , we incurred a $2.7 million charge related to commitment fees paid to certain of our lenders, which provided a financing commitment for the SurgiQuest acquisition and recorded a loss on the early extinguishment of debt of $0.3 million in conjunction with the fifth amended and restated senior credit agreement. These costs were charged to other expense - see Note 6 and 12. During the first quarter of 2016 , we recorded a charge of $2.8 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 12. Second Quarter During the second quarter of 2016 , we incurred $0.1 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 12. During the second quarter of 2016 , the Company discontinued our Altrus product offering as part of our ongoing restructuring and incurred $4.5 million in non-cash charges which were included in cost of sales - see Note 12. During the second quarter of 2016 , we incurred $5.0 million in costs associated with the acquisition of SurgiQuest, Inc. which include consulting fees, legal fees associated with the acquisition as well as the Lexion case as further described in Note 11, costs associated with expensing of unvested options acquired and integration related costs and were charged to selling and administrative expense - see Note 2 and 12. During the second quarter of 2016 , we recorded a charge of $1.0 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 12. Third Quarter During the third quarter of 2016, we incurred $3.3 million in costs associated with the acquisition of SurgiQuest, Inc. which include consulting fees, legal fees associated with the Lexion case as further described in Note 11, costs associated with expensing of unvested options acquired and integration related costs and were charged to selling and administrative expense - see Note 2 and 12. During the third quarter of 2016 , we sold our Centennial, Colorado facility. We received net cash proceeds of $5.2 million and recorded a gain of $1.9 million on the sale of our facility in selling and administrative expense - see Note 12. During the third quarter of 2016 , we recorded a charge of $0.4 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 12. Fourth Quarter During the fourth quarter of 2016 , we incurred $2.1 million in severance and other related costs associated with restructuring. These costs were charged to cost of sales - see Note 12. During the fourth quarter of 2016 , we incurred $3.2 million in costs associated with the acquisition of SurgiQuest, Inc. which include consulting fees, legal fees associated with the Lexion case as further described in Note 11, costs associated with expensing of unvested options acquired and integration related costs and were charged to selling and administrative expense - see Note 2 and Note 12. During the fourth quarter of 2016 , we recorded a charge of $2.8 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 12. 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 12. 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 12. 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 12. 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 12. 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 our 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 12. 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 12. 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 our 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 12. 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 12. 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 2 and Note 12. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
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 2016 Allowance for bad debts $ 1,336 $ 983 $ (288 ) $ 2,031 Sales returns and allowance 3,417 254 (315 ) 3,356 Deferred tax asset valuation allowance 124 317 — 441 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 |
Operations and Significant Ac25
Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 and distributor relationships, trademarks, tradenames, developed technology, 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 goodwill of $397.7 million and other intangible assets of $419.5 million as of December 31, 2016 . 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 2016 , we completed our goodwill impairment testing with data as of October 1, 2016. We performed a Step 1 impairment test 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 as a result of the 1997 acquisition of Linvatec Corporation. The acquisition date valuation 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. During 2016, we acquired SurgiQuest, Inc. and recorded customer and distributor relationships with an average useful life of 22 years. Customer and distributor relationship intangible assets arising as a result of business acquisitions other than Linvatec are being amortized over a weighted average life of 21 years. The weighted average life for customer and distributor relationship assets in aggregate is 29 years. We evaluate the remaining useful life of our customer and distributor 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 and distributor relationship intangible assets, we perform an analysis and assessment of actual customer attrition and activity as events and circumstances warrant. We test our customer and distributor relationship assets for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Factors specific to our customer and distributor 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. Our developed technology asset arose as a result of the SurgiQuest, Inc. acquisition. This asset is amortized over a weighted average useful life of 17 years. We test for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. Trademarks and tradenames intangible assets are not amortized. The Company assesses the impairment of indefinite-lived intangibles annually as of October 1, 2016 and whenever an event or circumstances change that would indicate that the carrying amount may be impaired. We performed a qualitative assessment, and 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. 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 other long-lived assets consisting of intangible assets subject to amortization, property, plant and equipment and field inventory for impairment 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 amortized 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 $13.4 million , $12.6 million and $13.6 million for 2016 , 2015 and 2014 , 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 $2.0 million at December 31, 2016 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. |
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, 2016 | |
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, 2016 , 2015 and 2014 , respectively: 2016 2015 2014 Net income $ 14,664 $ 30,498 $ 32,192 Basic-weighted average shares outstanding 27,804 27,653 27,401 Effect of dilutive potential securities 160 205 368 Diluted-weighted average shares outstanding 27,964 27,858 27,769 Net income (per share) Basic $ 0.53 $ 1.10 $ 1.17 Diluted 0.52 1.09 1.16 |
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, 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 ) Income tax provision (benefit) 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 ) 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 ) Income tax provision (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 ) Other comprehensive income (loss) before reclassifications, net of tax 1,088 (2,229 ) (4,501 ) (5,642 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a (1,179 ) 2,780 — 1,601 Income tax provision (benefit) 436 (1,027 ) — (591 ) Net current-period other comprehensive income (loss) 345 (476 ) (4,501 ) (4,632 ) Balance, December 31, 2016 $ 1,546 $ (26,458 ) $ (33,614 ) $ (58,526 ) (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 14 and Note 10, respectively, for further details. |
Business Acqusition Business Ac
Business Acqusition Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as a result of the SurgiQuest acquisition. Cash $ 1,305 Accounts receivable 10,032 Inventory 4,267 Other current assets 728 Current assets acquired 16,332 Property, plant & equipment 3,332 Goodwill 136,687 Customer and distributor relationships 76,420 Developed technology 49,600 Trademarks and tradenames 4,780 Other non-current assets 1,553 Total assets acquired $ 288,704 Accounts payable $ 5,012 Other current liabilities 6,004 Current liabilities assumed 11,016 Deferred income taxes 19,505 Other long-term liabilities 454 Total liabilities assumed 30,975 Net assets acquired $ 257,729 |
Business Acquisition, Pro Forma Information | The unaudited pro forma information for the years ended December 31, 2016 and 2015 , assuming SurgiQuest occurred as of January 1, 2015 are presented below. This information has been prepared for comparative purposes only and does not purport to be indicative of the results of operations which actually would have resulted had the SurgiQuest acquisition occurred on the dates indicated, or which may result in the future. December 31, 2016 2015 Net sales $ 763,520 $ 768,726 Net income 29,153 (9,673 ) |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consist of the following at December 31: 2016 2015 Raw materials $ 42,821 $ 47,681 Work in process 13,315 13,922 Finished goods 79,733 71,758 $ 135,869 $ 133,361 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment consist of the following at December 31: 2016 2015 Land $ 4,027 $ 4,027 Building and improvements 90,780 90,272 Machinery and equipment 205,674 193,630 Construction in progress 7,229 5,281 307,710 293,210 Less: Accumulated depreciation (185,681 ) (167,758 ) $ 122,029 $ 125,452 |
Schedule of aggregate future minimum lease commitments for operating leases | The aggregate future minimum lease commitments for operating leases at December 31, 2016 are as follows: 2017 $ 6,170 2018 5,862 2019 5,717 2020 2,348 2021 1,182 Thereafter 2,505 |
Goodwill and Other Intangible30
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: 2016 2015 Balance as of January 1, $ 260,651 $ 256,232 Goodwill resulting from business acquisitions 136,687 5,369 Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment — (525 ) Foreign currency translation 326 (425 ) Balance as of December 31, $ 397,664 $ 260,651 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | Other intangible assets consist of the following: December 31, 2016 December 31, 2015 Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer and distributor relationships $ 213,259 $ (75,164 ) $ 136,871 $ (64,423 ) Promotional, marketing and distribution rights 149,376 (30,000 ) 149,376 (24,000 ) Patents and other intangible assets 67,509 (40,335 ) 66,688 (42,885 ) Developed technology 49,600 (1,240 ) — — Unamortized intangible assets : Trademarks and tradenames 86,544 — 86,544 — $ 566,288 $ (146,739 ) $ 439,479 $ (131,308 ) |
Schedule of Estimated Amortization Expense | The estimated amortization expense related to intangible assets at December 31, 2016 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total 2017 15,539 6,000 $ 21,539 2018 15,857 6,000 $ 21,857 2019 15,711 6,000 $ 21,711 2020 15,732 6,000 $ 21,732 2021 14,356 6,000 $ 20,356 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following at December 31: 2016 2015 Revolving line of credit $ 329,000 $ 265,609 Term loan, net of deferred debt issuance costs of $622 and $0 in 2016 and 2015, respectively 165,628 — Mortgage notes 3,862 5,201 Total debt 498,490 270,810 Less: Current portion 10,202 1,339 Total long-term debt $ 488,288 $ 269,471 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of long-term debt outstanding at December 31, 2016 are as follows: 2017 $ 10,202 2018 14,699 2019 18,336 2020 17,500 2021 438,375 Thereafter — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 consists of the following: 2016 2015 2014 Current tax expense: Federal $ 312 $ 4,208 $ 2,256 State 159 1,238 516 Foreign 7,111 6,949 11,995 7,582 12,395 14,767 Deferred income tax expense (benefit) (2,871 ) 2,251 (284 ) Provision for income taxes $ 4,711 $ 14,646 $ 14,483 |
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, 2016 , 2015 and 2014 follows: 2016 2015 2014 Tax provision at statutory rate based on income before income taxes 35.0 % 35.0 % 35.0 % Foreign income taxes (6.8 ) (3.6 ) (4.8 ) Federal research credit (5.6 ) (2.0 ) (2.1 ) Settlement of taxing authority examinations (3.5 ) (0.6 ) (3.7 ) European permanent deduction (3.4 ) (2.1 ) (3.8 ) Non deductible/non-taxable items 7.2 1.8 1.8 State income taxes, net of federal tax benefit 1.7 3.2 1.7 Impact of repatriation of foreign earnings — 2.5 — New York State corporate tax reform — — 5.5 Stock-based compensation — — (0.2 ) Other, net (0.3 ) (1.8 ) 1.6 24.3 % 32.4 % 31.0 % |
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, 2016 and 2015 are as follows: 2016 2015 Assets: Inventory $ 3,769 $ 3,938 Net operating losses 34,669 6,421 Capitalized research and development 6,257 5,733 Deferred compensation 2,544 2,557 Accounts receivable 3,186 2,938 Compensation and benefits 6,645 7,365 Accrued pension 4,530 3,944 Research and development credit 8,164 7,094 Other 2,001 3,245 Foreign tax credit 1,112 — Less: valuation allowances (441 ) (124 ) 72,436 43,111 Liabilities: Goodwill and intangible assets 168,509 122,623 Depreciation 9,099 11,999 State taxes 10,123 7,427 Contingent interest 136 203 187,867 142,252 Net liability $ (115,431 ) $ (99,141 ) |
Schedule of Income before Income Tax | Income before income taxes consists of the following U.S. and foreign income: 2016 2015 2014 U.S. income $ (6,128 ) $ 18,119 $ 12,374 Foreign income 25,503 27,025 34,301 Total income $ 19,375 $ 45,144 $ 46,675 |
Schedule of Unrecognized Tax Benefits Rollforward | The following table summarizes the activity related to our unrecognized tax benefits for the years ending December 31,: 2016 2015 2014 Balance as of January 1, $ 616 $ 581 $ 1,689 Increases for positions taken in prior periods — 100 45 Increases for positions taken in current periods 1,584 — — Decreases in unrecorded tax positions related to settlement with the taxing authorities (361 ) — (1,073 ) Decreases in unrecorded tax positions related to lapse of statute of limitations — (65 ) (80 ) Balance as of December 31, $ 1,839 $ 616 $ 581 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 : Number of Shares (in 000’s) Weighted- Average Exercise Price Outstanding at December 31, 2015 920 $ 43.47 Granted 1,001 $ 39.99 Forfeited (93 ) $ 46.78 Exercised (75 ) $ 23.55 Outstanding at December 31, 2016 1,753 $ 42.16 Exercisable at December 31, 2016 340 $ 37.96 Stock options & SARs expected to vest 1,414 $ 43.17 |
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, 2016 , 2015 and 2014 : 2016 2015 2014 Grant date fair value of stock options and SARs $ 8.61 $ 11.37 $ 13.40 Expected stock price volatility 26.88 % 25.96 % 34.85 % Risk-free interest rate 1.45 % 1.49 % 1.53 % Expected annual dividend yield 2.10 % 1.55 % 1.80 % Expected life of options & SARs (years) 6.0 5.7 6.4 |
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, 2016 : Number of Shares (in 000’s) Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2015 353 $ 41.23 Granted 83 $ 40.27 Vested (110 ) $ 43.16 Forfeited (29 ) $ 39.62 Outstanding at December 31, 2016 297 $ 41.01 |
Business Segments and Geograp34
Business Segments and Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of net sales information by product line and reportable segment | These product lines' net sales are as follows: 2016 2015 2014 Orthopedic surgery $ 370,472 $ 388,948 $ 402,750 General surgery 341,417 274,190 279,356 Surgical visualization 51,631 56,030 57,949 Consolidated net sales $ 763,520 $ 719,168 $ 740,055 |
Schedule of net sales information for geographic areas | Net sales information for geographic areas consists of the following: 2016 2015 2014 United States $ 399,107 $ 361,452 $ 360,960 Americas (excluding the United States) 87,532 86,867 94,770 Europe, Middle East & Africa 147,985 145,565 158,040 Asia Pacific 128,896 125,284 126,285 Total $ 763,520 $ 719,168 $ 740,055 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: 2016 2015 Accumulated Benefit Obligation $ 82,005 $ 78,437 Change in benefit obligation Projected benefit obligation at beginning of year $ 78,437 $ 91,107 Service cost 452 240 Interest cost 2,878 3,394 Actuarial (gain) loss 4,844 (11,806 ) Benefits paid (1,814 ) (1,620 ) Settlement (2,792 ) (2,878 ) Projected benefit obligation at end of year $ 82,005 $ 78,437 Change in plan assets Fair value of plan assets at beginning of year $ 67,168 $ 73,431 Actual gain (loss) on plan assets 6,499 (1,765 ) Benefits paid (1,814 ) (1,620 ) Settlement (2,792 ) (2,878 ) Fair value of plan assets at end of year $ 69,061 $ 67,168 Funded status $ (12,944 ) $ (11,269 ) |
Schedule of amounts recognized in the consolidated balance sheets | Amounts recognized in the consolidated balance sheets consist of the following at December 31,: 2016 2015 Other long-term liabilities $ (12,944 ) $ (11,269 ) Accumulated other comprehensive loss (41,960 ) (41,205 ) |
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,: 2016 2015 2014 Discount rate on benefit obligation 4.54 % 3.81 % 4.75 % Effective rate for interest on benefit obligation 3.77 % 3.81 % 4.75 % 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,: 2016 2015 Discount rate 4.28 % 4.54 % |
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 2016 are as follows: Current year actuarial loss $ (3,535 ) Amortization of actuarial loss 2,780 Total recognized in other comprehensive loss $ (755 ) |
Schedule of net benefit cost | Net periodic pension cost for the years ended December 31, consists of the following: 2016 2015 2014 Service cost $ 452 $ 240 $ 271 Interest cost on projected benefit obligation 2,878 3,394 3,465 Expected return on plan assets (5,189 ) (5,697 ) (2,297 ) Amortization of loss 2,780 3,233 (2,048 ) Net periodic pension (income) cost $ 921 $ 1,170 $ (609 ) |
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, 2016 and December 31, 2015 : December 31, 2016 Level 1 Level 2 Total Common Stock $ 34,856 $ — $ 34,856 Money Market Fund — 1,710 1,710 Mutual Funds 24,626 — 24,626 Fixed Income Securities 7,869 — 7,869 $ 67,351 $ 1,710 $ 69,061 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 The allocation of pension plan assets by category is as follows at December 31,: Percentage of Pension Plan Assets Target Allocation 2016 2015 2017 Equity securities 86 % 86 % 75 % Debt securities 14 14 25 Total 100 % 100 % 100 % |
Schedule of expected benefit payments | The following table summarizes the benefits and settlements 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 payments are estimated based on the same assumptions used to measure the Company’s projected benefit obligation at December 31, 2016 and reflect the impact of expected future employee service. 2017 $5,033 2018 5,368 2019 5,465 2020 5,696 2021 5,545 2022-2026 25,194 |
Acquisition, Restructuring an36
Acquisition, Restructuring and Other Expense (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Acquisition, Restructuring Expenses and Other Operating Expenses [Abstract] | |
Schedule of Restructuring Expense and Other Operating Expense | Acquisition, restructuring and other expense for the year ended December 31, consists of the following: 2016 2015 2014 Consolidation costs $ 3,066 $ 8,016 $ 5,612 Termination of a product offering 4,546 — — Restructuring costs included in cost of sales $ 7,612 $ 8,016 $ 5,612 Restructuring costs $ 6,873 $ 13,655 $ 3,354 Business and asset acquisition costs 20,599 2,543 722 Gain on sale of facility (1,890 ) — — Management restructuring costs — — 12,546 Shareholder activism costs — — 3,966 Patent dispute and other matters — — 3,374 Acquisition, restructuring and other expense included in selling and administrative expense $ 25,582 $ 16,198 $ 23,962 Debt refinancing costs included in other expense $ 2,942 $ — $ — |
Schedule of Restructuring Accrual | Below is a rollforward of the costs incurred and cash expenditures associated with these activities during 2016, 2015 and 2014 : Balance as of January 1, 2014 $ 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 as of December 31, 2015 7,175 Expenses incurred 9,939 Payments made (14,471 ) Balance as of December 31, 2016 $ 2,643 |
Guarantees (Tables)
Guarantees (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: 2016 2015 2014 Balance as of January 1, $ 2,509 $ 2,286 $ 2,422 Provision for warranties 2,967 3,836 3,492 Claims made (3,522 ) (3,613 ) (3,628 ) Balance as of December 31, $ 1,954 $ 2,509 $ 2,286 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 : December 31, 2016 Asset Fair Liabilities Fair Net Derivatives designated as hedged instruments: Foreign exchange contracts $ 3,962 $ (1,510 ) $ 2,452 Derivatives not designated as hedging instruments: Foreign exchange contracts 48 (54 ) (6 ) Total derivatives $ 4,010 $ (1,564 ) $ 2,446 December 31, 2015 Asset Fair Value Liabilities Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts $ 2,931 $ (1,026 ) $ 1,905 Derivatives not designated as hedging instruments: Foreign exchange contracts 4 (38 ) (34 ) Total derivatives $ 2,935 $ (1,064 ) $ 1,871 |
New Accounting Pronouncements N
New Accounting Pronouncements New Accounting Pronouncements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | The table below summarizes the adjustments made to conform prior period classification with the new guidance: December 31, 2015 As Previously Filed Reclass As Adjusted Current deferred income tax assets $ 14,150 $ (14,150 ) $ — Long-term deferred income tax assets 1,332 2,906 4,238 Long-term deferred income tax liabilities (114,623 ) 11,244 (103,379 ) $ (99,141 ) $ — $ (99,141 ) |
Selected Quarterly Financial 40
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data | Selected quarterly financial data for 2016 and 2015 are as follows: Three Months Ended March June September December 2016 Net sales $ 181,201 $ 193,433 $ 184,792 $ 204,094 Gross profit 97,740 102,422 101,209 106,959 Net income (loss) (2,265 ) 2,884 7,337 6,708 EPS: Basic $ (.08 ) $ .10 $ .26 $ .24 Diluted (.08 ) .10 .26 .24 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 |
Operations and Significant Ac41
Operations and Significant Accounting Policies (Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2016 | |
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 Ac42
Operations and Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jan. 04, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Asset Impairment [Abstract] | ||||
Goodwill | $ 397,664 | $ 260,651 | $ 256,232 | |
Other intangible assets, net | $ 419,549 | 308,171 | ||
Acquired Intangible Assets [Abstract] | ||||
Weighted average amortization period (in years) | 25 years | |||
Revenue Recognition [Abstract] | ||||
Net Commission Service Fee Revenue | 50.00% | |||
Shipping and handling costs | $ 13,400 | 12,600 | $ 13,600 | |
Allowance for doubtful accounts | 2,031 | 1,336 | ||
Other Noncurrent Assets [Member] | ||||
Other Assets, Noncurrent [Abstract] | ||||
Field inventory | $ 44,800 | $ 33,500 | ||
Linvatec Corporation [Member] | ||||
Acquired Intangible Assets [Abstract] | ||||
Annual attrition rate used to evaluate acquired finite-lived intangible assets useful life | 2.60% | |||
SurgiQuestInc [Member] | ||||
Goodwill and Intangible Asset Impairment [Abstract] | ||||
Goodwill | $ 136,687 | |||
Acquired Intangible Assets [Abstract] | ||||
Weighted average amortization period (in years) | 20 years | |||
Customer Relationships [Member] | ||||
Acquired Intangible Assets [Abstract] | ||||
Weighted average amortization period (in years) | 29 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) | 21 years | |||
Technology-Based Intangible Assets [Member] | ||||
Acquired Intangible Assets [Abstract] | ||||
Weighted average amortization period (in years) | 17 years | |||
Technology-Based Intangible Assets [Member] | SurgiQuestInc [Member] | ||||
Acquired Intangible Assets [Abstract] | ||||
Weighted average amortization period (in years) | 17 years | |||
Customer and Distributor Relationships [Member] | SurgiQuestInc [Member] | ||||
Acquired Intangible Assets [Abstract] | ||||
Weighted average amortization period (in years) | 22 years | |||
Promotional, Marketing and Distribution Rights [Member] | ||||
Acquired Intangible Assets [Abstract] | ||||
Weighted average amortization period (in years) | 25 years |
Operations and Significant Ac43
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, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 6,708 | $ 7,337 | $ 2,884 | $ (2,265) | $ 7,852 | $ 8,873 | $ 7,461 | $ 6,312 | $ 14,664 | $ 30,498 | $ 32,192 |
Basic-weighted average shares outstanding | 27,804 | 27,653 | 27,401 | ||||||||
Effect of dilutive potential securities | 160 | 205 | 368 | ||||||||
Diluted-weighted average shares outstanding | 27,964 | 27,858 | 27,769 | ||||||||
Basic EPS (in dollars per share) | $ 0.24 | $ 0.26 | $ 0.10 | $ (0.08) | $ 0.28 | $ 0.32 | $ 0.27 | $ 0.23 | $ 0.53 | $ 1.10 | $ 1.17 |
Diluted EPS (in dollars per share) | $ 0.24 | $ 0.26 | $ 0.10 | $ (0.08) | $ 0.28 | $ 0.32 | $ 0.27 | $ 0.23 | $ 0.52 | $ 1.09 | $ 1.16 |
Shares excluded from computation of earnings per share | 1,400 | 500 | 0 |
Operations and Significant Ac44
Operations and Significant Accounting Policies (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | ||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | $ (53,894) | |||
Income tax provision (benefit) | (4,711) | $ (14,646) | $ (14,483) | |
Accumulated other comprehensive income (loss), end of the period | (58,526) | (53,894) | ||
Accumulated Other Comprehensive Loss [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | (53,894) | (39,822) | (17,572) | |
Other comprehensive income (loss) before reclassifications, net of tax | (5,642) | (9,554) | (20,559) | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | 1,601 | (7,166) | (2,683) |
Income tax provision (benefit) | (591) | 2,648 | 992 | |
Net current-period other comprehensive income (loss) | (4,632) | (14,072) | (22,250) | |
Accumulated other comprehensive income (loss), end of the period | (58,526) | (53,894) | (39,822) | |
Cash Flow Hedging Gain (Loss) [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | 1,201 | 3,276 | (1,385) | |
Other comprehensive income (loss) before reclassifications, net of tax | 1,088 | 4,482 | 5,061 | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | (1,179) | (10,399) | (635) |
Income tax provision (benefit) | 436 | 3,842 | 235 | |
Net current-period other comprehensive income (loss) | 345 | (2,075) | 4,661 | |
Accumulated other comprehensive income (loss), end of the period | 1,546 | 1,201 | 3,276 | |
Pension Liability [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | (25,982) | (30,760) | (18,918) | |
Other comprehensive income (loss) before reclassifications, net of tax | (2,229) | 2,739 | (10,551) | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | 2,780 | 3,233 | (2,048) |
Income tax provision (benefit) | (1,027) | (1,194) | 757 | |
Net current-period other comprehensive income (loss) | (476) | 4,778 | (11,842) | |
Accumulated other comprehensive income (loss), end of the period | (26,458) | (25,982) | (30,760) | |
Cumulative Translation Adjustment [Member] | ||||
Accumulated other comprehensive income (loss) [Roll Forward] | ||||
Accumulated other comprehensive income (loss), beginning of the period | (29,113) | (12,338) | 2,731 | |
Other comprehensive income (loss) before reclassifications, net of tax | (4,501) | (16,775) | (15,069) | |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | [1] | 0 | 0 | 0 |
Income tax provision (benefit) | 0 | 0 | 0 | |
Net current-period other comprehensive income (loss) | (4,501) | (16,775) | (15,069) | |
Accumulated other comprehensive income (loss), end of the period | $ (33,614) | $ (29,113) | $ (12,338) | |
[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 14 and Note 10, respectively, for further details. |
Business Acqusition Business 45
Business Acqusition Business Acquisition (Details) - USD ($) $ in Thousands | Jan. 04, 2016 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||||||
Payments to acquire business | $ 6,100 | |||||||||||
Weighted average amortization period (in years) | 25 years | |||||||||||
Net sales | $ 204,094 | $ 184,792 | $ 193,433 | $ 181,201 | $ 191,017 | $ 169,184 | $ 181,027 | $ 177,940 | $ 763,520 | 719,168 | $ 740,055 | |
Assets Acquired [Abstract] | ||||||||||||
Goodwill | $ 397,664 | $ 260,651 | $ 397,664 | 260,651 | $ 256,232 | |||||||
Technology-Based Intangible Assets [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted average amortization period (in years) | 17 years | |||||||||||
SurgiQuestInc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business combination, consideration transferred | $ 257,700 | |||||||||||
Payments to acquire business | 265,000 | |||||||||||
Tax deductible goodwill | $ 11,500 | |||||||||||
Weighted average amortization period (in years) | 20 years | |||||||||||
Net sales | $ 68,400 | |||||||||||
Assets Acquired [Abstract] | ||||||||||||
Cash | $ 1,305 | |||||||||||
Account receivable | 10,032 | |||||||||||
Inventory | 4,267 | |||||||||||
Other current assets | 728 | |||||||||||
Current assets | 16,332 | |||||||||||
Property, plant & equipment | 3,332 | |||||||||||
Goodwill | 136,687 | |||||||||||
Other non-current assets | 1,553 | |||||||||||
Total assets acquired | 288,704 | |||||||||||
Liabilities Assumed [Abstract] | ||||||||||||
Accounts Payable | 5,012 | |||||||||||
Other current liabilities | 6,004 | |||||||||||
Current liabilities assumed | 11,016 | |||||||||||
Deferred income taxes | 19,505 | |||||||||||
Other long-term liabilities | 454 | |||||||||||
Total liabilities assumed | 30,975 | |||||||||||
Net assets acquired | $ 257,729 | |||||||||||
Pro Forma Information [Abstract] | ||||||||||||
Business Acquisition, Pro Forma Revenue | 763,520 | 768,726 | ||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 29,153 | $ (9,673) | ||||||||||
SurgiQuestInc [Member] | Customer and Distributor Relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted average amortization period (in years) | 22 years | |||||||||||
Assets Acquired [Abstract] | ||||||||||||
Finite-lived intangible assets | $ 76,420 | |||||||||||
SurgiQuestInc [Member] | Technology-Based Intangible Assets [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted average amortization period (in years) | 17 years | |||||||||||
Assets Acquired [Abstract] | ||||||||||||
Finite-lived intangible assets | $ 49,600 | |||||||||||
SurgiQuestInc [Member] | Trademarks and Tradenames [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Weighted average amortization period (in years) | 23 years | |||||||||||
Assets Acquired [Abstract] | ||||||||||||
Finite-lived intangible assets | $ 4,780 | |||||||||||
Pro Forma [Member] | SurgiQuestInc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business and asset acquisition costs | $ 20,600 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 42,821 | $ 47,681 |
Work in process | 13,315 | 13,922 |
Finished goods | 79,733 | 71,758 |
Total inventory | $ 135,869 | $ 133,361 |
Property, Plant and Equipment47
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Rental expense | $ 6,043 | $ 5,464 | $ 5,897 |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 307,710 | 293,210 | |
Less: Accumulated depreciation | (185,681) | (167,758) | |
Total property, plant and equipment | 122,029 | 125,452 | |
Future minimum lease commitments for operating leases | |||
2,017 | 6,170 | ||
2,018 | 5,862 | ||
2,019 | 5,717 | ||
2,020 | 2,348 | ||
2,021 | 1,182 | ||
Thereafter | 2,505 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,027 | 4,027 | |
Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 90,780 | 90,272 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 205,674 | 193,630 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 7,229 | $ 5,281 |
Goodwill and Other Intangible48
Goodwill and Other Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Payments to acquire business | $ 6,100 | |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | $ 260,651 | 256,232 |
Goodwill resulting from business acquisitions | 136,687 | 5,369 |
Reduction in goodwill resulting from a business acquisition purchase price allocation adjustment | 0 | (525) |
Foreign currency translation | 326 | (425) |
Goodwill ending balance | 397,664 | 260,651 |
Accumulated goodwill impairment loss | $ 106,991 | $ 106,991 |
Goodwill and Other Intangible49
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | Jan. 04, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||||
Intangible assets, gross carrying amount | $ 566,288 | $ 439,479 | ||
Intangible assets, accumulated amortization | (146,739) | (131,308) | ||
Amortization of Intangible Assets | $ 20,000 | 12,600 | $ 13,000 | |
Weighted average amortization period (in years) | 25 years | |||
Future amortization expense [Abstract] | ||||
2,017 | $ 21,539 | |||
2,018 | 21,857 | |||
2,019 | 21,711 | |||
2,020 | 21,732 | |||
2,021 | 20,356 | |||
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 | 213,259 | 136,871 | ||
Intangible assets, accumulated amortization | $ (75,164) | (64,423) | ||
Weighted average amortization period (in years) | 29 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 | $ (30,000) | (24,000) | ||
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 | $ 67,509 | 66,688 | ||
Intangible assets, accumulated amortization | $ (40,335) | (42,885) | ||
Weighted average amortization period (in years) | 13 years | |||
Technology-Based Intangible Assets [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||||
Amortized intangible assets, gross carrying amount | $ 49,600 | 0 | ||
Intangible assets, accumulated amortization | $ (1,240) | $ 0 | ||
Weighted average amortization period (in years) | 17 years | |||
Expense [Member] | ||||
Future amortization expense [Abstract] | ||||
2,017 | $ 15,539 | |||
2,018 | 15,857 | |||
2,019 | 15,711 | |||
2,020 | 15,732 | |||
2,021 | 14,356 | |||
Reduction of Revenue [Member] | ||||
Future amortization expense [Abstract] | ||||
2,017 | 6,000 | |||
2,018 | 6,000 | |||
2,019 | 6,000 | |||
2,020 | 6,000 | |||
2,021 | 6,000 | |||
SurgiQuestInc [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||||
Finite-lived Intangible Assets Acquired | $ 130,800 | |||
Weighted average amortization period (in years) | 20 years | |||
SurgiQuestInc [Member] | Technology-Based Intangible Assets [Member] | ||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | ||||
Weighted average amortization period (in years) | 17 years |
Goodwill and Other Intangible50
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Thousands | Jan. 06, 2016 | Jan. 05, 2015 | Jan. 03, 2014 | Jan. 03, 2013 | Jan. 03, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Other Intangible Assets [Line Items] | ||||||||
Up-front payment | $ 63,000 | |||||||
Contingent payment period | 4 years | |||||||
Additional contingent cash payment | $ 84,000 | |||||||
Contractual obligations for acquisition of a business | $ 0 | $ 440 | $ 10,137 | |||||
After One Year of Meeting Supply Target [Member] | ||||||||
Other Intangible Assets [Line Items] | ||||||||
Conditional payment, amount paid | $ 34,000 | |||||||
After Two Year of Meeting Supply Target [Member] | ||||||||
Other Intangible Assets [Line Items] | ||||||||
Conditional payment, amount paid | $ 16,700 | |||||||
After Year Three of Meeting Supply Target [Member] | ||||||||
Other Intangible Assets [Line Items] | ||||||||
Conditional payment, amount paid | $ 16,700 | |||||||
After Year Four of Meeting Supply Target [Member] | ||||||||
Other Intangible Assets [Line Items] | ||||||||
Conditional payment, amount paid | $ 16,700 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Expense | $ 662 | $ 0 |
Total long-term debt | 498,490 | 270,810 |
Current portion of long-term debt | 10,202 | 1,339 |
Long-term debt | 488,288 | 269,471 |
Revolving Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 329,000 | 265,609 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 165,628 | 0 |
Mortgages Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 3,862 | $ 5,201 |
Long Term Debt (Narrative) (Det
Long Term Debt (Narrative) (Details) - USD ($) | Jan. 04, 2016 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||
Loss on early extinguishment of debt | $ 300,000 | $ 254,000 | $ 0 | $ 0 | |
Long-term debt outstanding | $ 498,490,000 | 270,810,000 | |||
Interest rate at period end (percent) | 2.77% | ||||
Debt Instrument, Financing Costs Expensed | $ 2,700,000 | $ 2,700,000 | |||
Amended and Restated Senior Credit Agreement [Member] | Eurodollar [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 2.00% | ||||
Amended and Restated Senior Credit Agreement [Member] | Base Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 1.00% | ||||
Revolving Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt outstanding | 329,000,000 | 265,609,000 | |||
Line of credit facility, available borrowing capacity | 191,200,000 | ||||
Revolving Line of Credit [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 | 4,800,000 | ||||
Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | 166,300,000 | ||||
Long-term debt outstanding | 165,628,000 | 0 | |||
Term Loan Facility [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 | $ 3,862,000 | $ 5,201,000 | |||
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, 2016USD ($) |
Scheduled maturities of long-term debt outstanding [Abstract] | |
2,017 | $ 10,202 |
2,018 | 14,699 |
2,019 | 18,336 |
2,020 | 17,500 |
2,021 | 438,375 |
Thereafter | $ 0 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current tax expense: | |||
Federal | $ 312 | $ 4,208 | $ 2,256 |
State | 159 | 1,238 | 516 |
Foreign | 7,111 | 6,949 | 11,995 |
Current income tax expense (benefit) | 7,582 | 12,395 | 14,767 |
Deferred income tax expense (benefit) | (2,871) | 2,251 | (284) |
Provision for income taxes | $ 4,711 | $ 14,646 | $ 14,483 |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
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) | 1.70% | 3.20% | 1.70% |
Impact of repatriation of foreign earnings (percent) | 0.00% | 2.50% | 0.00% |
New York State corporate tax reform (percent) | 0.00% | 0.00% | 5.50% |
Stock-based compensation (percent) | (0.00%) | (0.00%) | (0.20%) |
Foreign income taxes (percent) | (6.80%) | (3.60%) | (4.80%) |
Federal research credit (percent) | (5.60%) | (2.00%) | (2.10%) |
Settlement of taxing authority examinations (percent) | (3.50%) | (0.60%) | (3.70%) |
European permanent deduction (percent) | (3.40%) | (2.10%) | (3.80%) |
Non deductible/non-taxable items (percent) | 7.20% | 1.80% | 1.80% |
Other, net (percent) | (0.30%) | (1.80%) | 1.60% |
Effective income tax rate, continuing operations (percent) | 24.30% | 32.40% | 31.00% |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Components of Deferred Tax Assets [Abstract] | ||
Inventory | $ 3,769 | $ 3,938 |
Net operating losses | 34,669 | 6,421 |
Capitalized research and development | 6,257 | 5,733 |
Deferred compensation | 2,544 | 2,557 |
Accounts receivable | 3,186 | 2,938 |
Compensation and benefits | 6,645 | 7,365 |
Accrued pension | 4,530 | 3,944 |
Research and development credit | 8,164 | 7,094 |
Other | 2,001 | 3,245 |
Foreign tax credit | 1,112 | 0 |
Less: valuation allowances | (441) | (124) |
Deferred Tax Assets, Net of Valuation Allowance | 72,436 | 43,111 |
Components of Deferred Tax Liabilities [Abstract] | ||
Goodwill and intangible assets | 168,509 | 122,623 |
Depreciation | 9,099 | 11,999 |
State taxes | 10,123 | 7,427 |
Contingent interest | 136 | 203 |
Deferred tax liabilities | 187,867 | 142,252 |
Net liability | (115,431) | $ (99,141) |
Cumulative amount of temporary difference | $ 108,800 |
Income Taxes (Income Before Inc
Income Taxes (Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
U.S. income | $ (6,128) | $ 18,119 | $ 12,374 |
Foreign income | 25,503 | 27,025 | 34,301 |
Income before income taxes | $ 19,375 | $ 45,144 | $ 46,675 |
Income Taxes (Tax Credit Carryf
Income Taxes (Tax Credit Carryforwards) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward [Line Items] | ||||
State income taxes, net of federal tax benefit (percent) | 1.70% | 3.20% | 1.70% | |
Deferred income taxes | $ (2,871) | $ 2,251 | $ (284) | |
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% | |||
Deferred income taxes | $ 2,300 | |||
Federal [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Operating loss carryforwards | 99,300 | |||
Federal [Member] | Research and Development Credit [Member] | ||||
Tax Credit Carryforward [Line Items] | ||||
Tax credit carryforward | $ 8,100 | |||
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Unrecognized Tax Benefits [Roll Forward] | |||
Balance as of January 1 | $ 616 | $ 581 | $ 1,689 |
Increases for positions taken in prior periods | 0 | 100 | 45 |
Increases for positions taken in current periods | 1,584 | 0 | 0 |
Decreases in unrecorded tax positions related to settlement with the taxing authorities | (361) | 0 | (1,073) |
Decreases in unrecorded tax positions related to lapse of statute of limitations | 0 | (65) | (80) |
Balance as of December 31 | $ 1,839 | $ 616 | $ 581 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Oct. 28, 2013$ / shares | Feb. 29, 2012$ / shares | Dec. 31, 2016USD ($)plans$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($)$ / 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 | $ 0.80 |
Dividends payable | $ 5,566,000 | $ 5,542,000 | $ 5,510,000 | ||
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 | $ 200,000,000 | ||||
Total stock repurchased under plan, shares | shares | 6,100,000 | ||||
Total stock repurchased under plan, value | $ 162,600,000 | ||||
Remaining authorized repurchase amount | $ 37,400,000 | ||||
Number of share repurchased | shares | 400,000 | ||||
Repurchase of treasury stock | $ 16,862,000 | ||||
Number of shares reserved for share-based compensation plans | shares | 8,900,000 | ||||
Number of share-based compensation plans | plans | 3 | ||||
Number of shares available for grant | shares | 1,500,000 | ||||
Vesting term (in years) | 5 years | ||||
Stock-based compensation | $ 8,375,000 | $ 7,499,000 | 9,330,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | 700,000 | 1,000,000 | 3,900,000 | ||
Tax benefit from stock-based compensation | 3,100,000 | 2,700,000 | 3,400,000 | ||
Proceeds from stock options exercised | $ 0 | $ 200,000 | $ 1,800,000 | ||
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 |
Shareholders' Equity (Stock Opt
Shareholders' Equity (Stock Options) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unrecognized compensation cost | $ 18.8 | ||
Weighted average period costs expected to be recognized (in years) | 3 years 2 months 13 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 Stock options & SARs (in dollars per share) | $ 8.61 | $ 11.37 | $ 13.40 |
Expected stock price volatility (percent) | 26.88% | 25.96% | 34.85% |
Risk-free interest rate (percent) | 1.45% | 1.49% | 1.53% |
Expected annual dividend yield (percent) | 2.10% | 1.55% | 1.80% |
Expected term of option & SARs (in years) | 5 years 11 months 26 days | 5 years 8 months 12 days | 6 years 4 months 24 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of shares, Outstanding at December 31, 2015 | 920 | ||
Number of shares, Granted | 1,001 | ||
Number of shares, Forfeited | (93) | ||
Number of shares, Exercised | (75) | ||
Number of shares, Outstanding at December 31, 2016 | 1,753 | 920 | |
Number of shares, Exercisable | 340 | ||
Number of shares, Stock options & SARs expected to vest | 1,414 | ||
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, 2015 (in dollars per share) | $ 43.47 | ||
Weighted average exercise price, Granted (in dollars per share) | 39.99 | ||
Weighted average exercise price, Forfeited (in dollars per share) | 46.78 | ||
Weighted average exercise price, Exercised (in dollars per share) | 23.55 | ||
Weighted average exercise price, Outstanding at December 31, 2016 (in dollars per share) | 42.16 | $ 43.47 | |
Exercisable, Weighted Average Exercise Price (in dollars per share) | 37.96 | ||
Stock options & SARs expected to vest, Weighted Average Exercise Price (in dollars per share) | $ 43.17 | ||
Weighted average remaining contractual term, options outstanding (in years) | 8 years 12 days | ||
Weighted average remaining contractual term, options exercisable (in years) | 4 years 9 months 7 days | ||
Aggregate intrinsic value, options outstanding | $ 7.5 | ||
Aggregate intrinsic value, options exercisable | 3.2 | ||
Aggregate intrinsic value | $ 1.4 | $ 2.8 | $ 10.7 |
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, 2015 | 353 | ||
Number of shares, Granted | 83 | ||
Number of shares, Vested | (110) | ||
Number of shares, Forfeited | (29) | ||
Number of shares, Outstanding at December 31, 2016 | 297 | 353 | |
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, 2015 (in dollars per share) | $ 41.23 | ||
Weighted average grant date fair value, Granted (in dollars per share) | 40.27 | $ 45.75 | $ 43.21 |
Weighted average grant date fair value, Vested (in dollars per share) | 43.16 | ||
Weighted average grant date fair value, Forfeited (in dollars per share) | 39.62 | ||
Weighted average grant date fair value, Outstanding at December 31, 2016 (in dollars per share) | $ 41.01 | $ 41.23 | |
Total fair value of shares vested | $ 4.7 | $ 6 | $ 11.6 |
Shareholders' Equity (Employee
Shareholders' Equity (Employee Plan) (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2016USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for share-based compensation plans | 8,900,000 |
Unrecognized compensation cost | $ | $ 18.8 |
Employee Plan [Member] | 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 | 19,300 |
Business Segments and Geograp63
Business Segments and Geographic Areas (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2016USD ($)Customers | Dec. 31, 2015USD ($)Customers | Dec. 31, 2014USD ($)Customers | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 204,094 | $ 184,792 | $ 193,433 | $ 181,201 | $ 191,017 | $ 169,184 | $ 181,027 | $ 177,940 | $ 763,520 | $ 719,168 | $ 740,055 |
Number of customer representing over 10% of consolidated net sales | Customers | 0 | 0 | 0 | ||||||||
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 399,107 | $ 361,452 | $ 360,960 | ||||||||
Americas (excluding the United States) [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 87,532 | 86,867 | 94,770 | ||||||||
EMEA [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 147,985 | 145,565 | 158,040 | ||||||||
Asia Pacific [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 128,896 | 125,284 | 126,285 | ||||||||
Orthopedic Surgery [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 370,472 | 388,948 | 402,750 | ||||||||
General Surgery [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 341,417 | 274,190 | 279,356 | ||||||||
Surgical Visualization [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 51,631 | $ 56,030 | $ 57,949 |
Employee Benefit Plans (Defined
Employee Benefit Plans (Defined Contribution Plan) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 7.1 | $ 7.6 | $ 6.9 |
Employee Benefit Plans (Employe
Employee Benefit Plans (Employee Benefit Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | $ 452 | $ 240 | $ 271 |
Interest cost | 2,878 | 3,394 | 3,465 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 67,168 | ||
Fair value of plan assets at end of year | 69,061 | 67,168 | |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated Benefit Obligation | 82,005 | 78,437 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of year | 78,437 | 91,107 | |
Service cost | 452 | 240 | |
Interest cost | 2,878 | 3,394 | |
Actuarial (gain) loss | 4,844 | (11,806) | |
Benefits paid | (1,814) | (1,620) | |
Settlement | (2,792) | (2,878) | |
Projected benefit obligation at end of year | 82,005 | 78,437 | 91,107 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 67,168 | 73,431 | |
Actual gain on plan assets | 6,499 | (1,765) | |
Benefits paid | (1,814) | (1,620) | |
Settlement | (2,792) | (2,878) | |
Fair value of plan assets at end of year | 69,061 | 67,168 | $ 73,431 |
Funded status | $ (12,944) | $ (11,269) |
Employee Benefit Plans (Amounts
Employee Benefit Plans (Amounts Recognized in Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Compensation and Retirement Disclosure [Abstract] | ||
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent | $ (12,944) | $ (11,269) |
Accumulated other comprehensive loss | $ (41,960) | $ (41,205) |
Employee Benefit Plans (Actuari
Employee Benefit Plans (Actuarial Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 4.28% | 4.54% | |
Discount rate (percent) | 4.54% | 3.81% | 4.75% |
Effective rate for interest on benefit obligation (percent) | 3.77% | 3.81% | 4.75% |
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, 2016USD ($) | |
Compensation and Retirement Disclosure [Abstract] | |
Current year actuarial loss | $ (3,535) |
Amortization of actuarial loss | 2,780 |
Total recognized in other comprehensive loss | (755) |
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, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |||
Service cost | $ 452 | $ 240 | $ 271 |
Interest cost on projected benefit obligation | 2,878 | 3,394 | 3,465 |
Expected return on plan assets | (5,189) | (5,697) | (2,297) |
Amortization of loss | 2,780 | 3,233 | (2,048) |
Net periodic pension (income) cost | $ 921 | $ 1,170 | $ (609) |
Employee Benefit Plans (Allocat
Employee Benefit Plans (Allocation of Pension Plan Assets) (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
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% | 86.00% |
Target allocation (percent) | 75.00% | |
Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 14.00% | 14.00% |
Target allocation (percent) | 25.00% |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Plan Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 69,061 | $ 67,168 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 67,351 | 65,866 |
Fair Value, Inputs, Level 2 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,710 | 1,302 |
Common Stock [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 34,856 | 34,466 |
Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 34,856 | 34,466 |
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 | 1,710 | 1,302 |
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 | 1,710 | 1,302 |
Mututal Funds [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 24,626 | 23,576 |
Mututal Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 24,626 | 23,576 |
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 | 7,869 | 7,824 |
Fixed Income Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 7,869 | 7,824 |
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, 2016USD ($) |
Compensation and Retirement Disclosure [Abstract] | |
2,017 | $ 5,033 |
2,018 | 5,368 |
2,019 | 5,465 |
2,020 | 5,696 |
2,021 | 5,545 |
2022-2026 | $ 25,194 |
Legal Matters and Contingenci73
Legal Matters and Contingencies (Details) - USD ($) $ in Millions | Jan. 18, 2017 | Dec. 31, 2016 |
Loss Contingencies [Line Items] | ||
Product liability insurance, amount per incident | $ 25 | |
Product liability insurance, aggregate annual amount | 25 | |
Lexion Alleged Lost Profits [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | 14.8 | |
Lexion Costs Related to Alleged Corrective Advertising [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 18.7 | |
Scenario, Forecast [Member] | Pending Litigation [Member] | EndoDynamix, Inc. [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 12.7 |
Acquisition, Restructuring an74
Acquisition, Restructuring and Other Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | $ 9,939 | $ 21,671 | $ 21,512 | ||||||||
Proceeds from Sale of Buildings | $ 5,200 | 5,200 | |||||||||
Debt Instrument, Financing Costs Expensed | $ 2,700 | 2,700 | |||||||||
Gain on sale of facility | (1,890) | 0 | 0 | ||||||||
Loss on early extinguishment of debt | 300 | 254 | 0 | 0 | |||||||
Other expense | 2,942 | 0 | 0 | ||||||||
Legal Fees [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Legal Fees | 1,500 | ||||||||||
Patent Dispute and Other Matters [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Settlement cost | 900 | ||||||||||
Patent Infringement [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Legal Fees | 1,900 | ||||||||||
Cost of Sales [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | 7,612 | 8,016 | 5,612 | ||||||||
Cost of Sales [Member] | Facility Consolidation Costs [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | $ 2,100 | $ 100 | 900 | $ 2,800 | $ 1,300 | $ 1,500 | $ 2,300 | 3,066 | 8,016 | 5,612 | |
Cost of Sales [Member] | Termination of Product Offering [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | 4,500 | 4,546 | 0 | 0 | |||||||
Selling and Administrative Expenses [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Business and asset acquisition costs | 2,100 | 20,599 | 2,543 | 722 | |||||||
Gain on sale of facility | 1,900 | (1,890) | 0 | 0 | |||||||
Restructuring and other expense | 25,582 | 16,198 | 23,962 | ||||||||
Selling and Administrative Expenses [Member] | Shareholder Activism Costs [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Professional fees | 0 | 0 | 3,966 | ||||||||
Selling and Administrative Expenses [Member] | Patent Dispute and Other Matters [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Legal Fees | 0 | 0 | 3,374 | ||||||||
Selling and Administrative Expenses [Member] | Administrative Restructuring [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | $ 2,800 | $ 400 | $ 1,000 | $ 2,800 | $ 4,300 | $ 1,100 | $ 2,200 | $ 6,200 | 6,873 | 13,655 | 3,354 |
Selling and Administrative Expenses [Member] | Executive Restructuring [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Restructuring charges | 0 | 0 | 12,546 | ||||||||
Other Expense [Member] | |||||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||||
Other expense | $ 2,942 | $ 0 | $ 0 |
Acquisition, Restructuring an75
Acquisition, Restructuring and Other Expense (Restructuring Accrual) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring accrual | |||
Restructuring accrual, beginning balance | $ 7,175 | $ 8,254 | $ 3,128 |
Expenses incurred | 9,939 | 21,671 | 21,512 |
Payments made | (14,471) | (22,750) | (16,386) |
Restructuring accrual, ending balance | $ 2,643 | $ 7,175 | $ 8,254 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Guarantees [Abstract] | |||
Standard warranty period (in years) | 1 year | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 2,509 | $ 2,286 | $ 2,422 |
Provision for warranties | 2,967 | 3,836 | 3,492 |
Claims made | (3,522) | (3,613) | (3,628) |
Ending balance | $ 1,954 | $ 2,509 | $ 2,286 |
Fair Value Measurement (Foreign
Fair Value Measurement (Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Derivative [Line Items] | |||
Gains (losses) on intercompany receivables | $ (100) | $ (800) | $ (500) |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 4,010 | 2,935 | |
Derivative Liability, Fair Value, Gross Liability | (1,564) | (1,064) | |
Fair value, assets (liabilities), net | 2,446 | 1,871 | |
Foreign Exchange Contracts [Member] | |||
Derivative [Line Items] | |||
Forward contracts not designated as hedging instruments net realized gains (losses) | 0 | 400 | (200) |
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 | 3,962 | 2,931 | |
Derivative Liability, Fair Value, Gross Liability | (1,510) | (1,026) | |
Fair value, assets (liabilities), net | 2,452 | 1,905 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contracts [Member] | |||
Derivative [Line Items] | |||
Notional amount of cash flow hedges | 18,400 | ||
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 | 48 | 4 | |
Derivative Liability, Fair Value, Gross Liability | (54) | (38) | |
Fair value, assets (liabilities), net | (6) | (34) | |
Cash Flow Hedging [Member] | Foreign Exchange Contracts [Member] | |||
Derivative [Line Items] | |||
Notional amount of cash flow hedges | 108,100 | ||
Cash flow hedges realized gains (losses) | 1,200 | $ 10,400 | $ 600 |
Unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss) expected to be recognized in next fiscal year | $ 1,500 |
New Accounting Pronouncements78
New Accounting Pronouncements New Accounting Pronouncements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Current deferred income tax assets | $ 0 | |
Deferred Tax Assets, Net, Noncurrent | $ 3,712 | 4,238 |
Deferred Tax Liabilities, Net, Noncurrent | (119,143) | (103,379) |
Net liability | $ (115,431) | (99,141) |
Adjustments for New Accounting Pronouncement [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Current deferred income tax assets | (14,150) | |
Deferred Tax Assets, Net, Noncurrent | 2,906 | |
Deferred Tax Liabilities, Net, Noncurrent | 11,244 | |
Net liability | 0 | |
Previous Accounting Guidance [Member] | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Current deferred income tax assets | 14,150 | |
Deferred Tax Assets, Net, Noncurrent | 1,332 | |
Deferred Tax Liabilities, Net, Noncurrent | (114,623) | |
Net liability | $ (99,141) |
Selected Quarterly Financial 79
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 204,094 | $ 184,792 | $ 193,433 | $ 181,201 | $ 191,017 | $ 169,184 | $ 181,027 | $ 177,940 | $ 763,520 | $ 719,168 | $ 740,055 |
Gross profit | 106,959 | 101,209 | 102,422 | 97,740 | 102,376 | 93,546 | 93,498 | 92,282 | 408,330 | 381,702 | 404,057 |
Net income | $ 6,708 | $ 7,337 | $ 2,884 | $ (2,265) | $ 7,852 | $ 8,873 | $ 7,461 | $ 6,312 | $ 14,664 | $ 30,498 | $ 32,192 |
EPS: | |||||||||||
Basic (in dollars per share) | $ 0.24 | $ 0.26 | $ 0.10 | $ (0.08) | $ 0.28 | $ 0.32 | $ 0.27 | $ 0.23 | $ 0.53 | $ 1.10 | $ 1.17 |
Diluted (in dollars per share) | $ 0.24 | $ 0.26 | $ 0.10 | $ (0.08) | $ 0.28 | $ 0.32 | $ 0.27 | $ 0.23 | $ 0.52 | $ 1.09 | $ 1.16 |
Selected Quarterly Financial 80
Selected Quarterly Financial Data (Unaudited) (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | $ 9,939 | $ 21,671 | $ 21,512 | ||||||||
Debt Instrument, Financing Costs Expensed | $ 2,700 | 2,700 | |||||||||
Loss on early extinguishment of debt | 300 | 254 | 0 | 0 | |||||||
Proceeds from Sale of Buildings | $ 5,200 | 5,200 | |||||||||
Gain on sale of facility | 1,890 | 0 | 0 | ||||||||
Cost of Sales [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | 7,612 | 8,016 | 5,612 | ||||||||
Cost of Sales [Member] | Facility Consolidation Costs [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | $ 2,100 | $ 100 | 900 | $ 2,800 | $ 1,300 | $ 1,500 | $ 2,300 | 3,066 | 8,016 | 5,612 | |
Cost of Sales [Member] | Termination of Product Offering [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | 4,500 | 4,546 | 0 | 0 | |||||||
Selling and Administrative Expenses [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Business and asset acquisition costs | 2,100 | 20,599 | 2,543 | 722 | |||||||
Gain on sale of facility | (1,900) | 1,890 | 0 | 0 | |||||||
Selling and Administrative Expenses [Member] | Administrative Restructuring [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | 2,800 | 400 | 1,000 | 2,800 | $ 4,300 | $ 1,100 | $ 2,200 | $ 6,200 | 6,873 | 13,655 | 3,354 |
Selling and Administrative Expenses [Member] | Executive Restructuring [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | $ 0 | $ 0 | $ 12,546 | ||||||||
SurgiQuestInc [Member] | Selling and Administrative Expenses [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Business and asset acquisition costs | $ 3,200 | $ 3,300 | $ 5,000 | $ 9,000 |
Schedule II - Valuation and Q81
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Bad Debts [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 1,336 | $ 1,239 | $ 1,384 |
Charged to costs and expenses | 983 | 493 | 517 |
Deductions | (288) | (396) | (662) |
Balance at end of period | 2,031 | 1,336 | 1,239 |
Sales Returns and Allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 3,417 | 3,081 | 3,098 |
Charged to costs and expenses | 254 | 521 | 252 |
Deductions | (315) | (185) | (269) |
Balance at end of period | 3,356 | 3,417 | 3,081 |
Deferred Tax Asset Valuation Allowance [Member] | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 124 | 293 | 0 |
Charged to costs and expenses | 317 | 0 | 293 |
Deductions | 0 | (169) | 0 |
Balance at end of period | $ 441 | $ 124 | $ 293 |