Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Jul. 30, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CONMED CORP | |
Entity Central Index Key | 816,956 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 28,110,755 |
Consolidated Condensed Statemen
Consolidated Condensed Statements of Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net sales | $ 212,820 | $ 197,154 | $ 414,884 | $ 383,720 |
Cost of sales | 96,549 | 92,502 | 189,056 | 179,183 |
Gross profit | 116,271 | 104,652 | 225,828 | 204,537 |
Selling and administrative expense | 89,604 | 83,828 | 174,172 | 178,589 |
Research and development expense | 9,985 | 8,041 | 17,696 | 15,659 |
Operating expenses | 99,589 | 91,869 | 191,868 | 194,248 |
Income from operations | 16,682 | 12,783 | 33,960 | 10,289 |
Interest expense | 5,091 | 4,398 | 9,909 | 8,518 |
Income before income taxes | 11,591 | 8,385 | 24,051 | 1,771 |
Provision for income taxes | 2,872 | 2,246 | 4,675 | 177 |
Net income | 8,719 | 6,139 | 19,376 | 1,594 |
Comprehensive income | $ 7,307 | $ 10,144 | $ 20,709 | $ 9,220 |
Per share data: | ||||
Basic (in dollars per share) | $ 0.31 | $ 0.22 | $ 0.69 | $ 0.06 |
Diluted (in dollars per share) | 0.30 | 0.22 | 0.67 | 0.06 |
Dividends per share of common stock (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.40 | $ 0.40 |
Weighted average common shares: | ||||
Basic (shares) | 28,075 | 27,891 | 28,059 | 27,894 |
Diluted (shares) | 28,846 | 28,139 | 28,739 | 28,086 |
Consolidated Condensed Balance
Consolidated Condensed Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 23,401 | $ 32,622 |
Accounts receivable, net | 161,687 | 167,037 |
Inventories | 143,405 | 141,436 |
Prepaid expenses and other current assets | 18,907 | 15,688 |
Total current assets | 347,400 | 356,783 |
Property, plant and equipment, net | 114,964 | 116,229 |
Goodwill | 401,104 | 401,954 |
Other intangible assets, net | 429,896 | 414,940 |
Other assets | 70,368 | 68,055 |
Total assets | 1,363,732 | 1,357,961 |
Current liabilities: | ||
Current portion of long-term debt | 16,951 | 14,699 |
Accounts payable | 52,116 | 42,044 |
Accrued compensation and benefits | 31,665 | 34,258 |
Other current liabilities | 75,935 | 59,002 |
Total current liabilities | 176,667 | 150,003 |
Long-term debt | 432,236 | 471,744 |
Deferred income taxes | 80,090 | 77,668 |
Other long-term liabilities | 26,547 | 27,114 |
Total liabilities | 715,540 | 726,529 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Preferred stock, par value $.01 per share; authorized 500,000 shares; none outstanding | 0 | 0 |
Common stock, par value $.01 per share; 100,000,000 shares authorized; 31,299,194 shares issued in 2018 and 2017, respectively | 313 | 313 |
Paid-in capital | 336,560 | 333,795 |
Retained earnings | 448,675 | 440,085 |
Accumulated other comprehensive loss | (47,745) | (49,078) |
Less: 3,192,917 and 3,338,015 shares of common stock in treasury, at cost in 2018 and 2017, respectively | (89,611) | (93,683) |
Total shareholders’ equity | 648,192 | 631,432 |
Total liabilities and shareholders’ equity | $ 1,363,732 | $ 1,357,961 |
Consolidated Condensed Balance4
Consolidated Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 31,299,194 | 31,299,194 |
Treasury stock, shares (in shares) | 3,192,917 | 3,338,015 |
Consolidated Condensed Stateme5
Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 19,376 | $ 1,594 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation | 9,006 | 9,758 |
Amortization | 21,492 | 18,442 |
Stock-based compensation | 4,953 | 4,221 |
Deferred income taxes | 118 | (4,275) |
Increase in cash flows from changes in assets and liabilities: | ||
Accounts receivable | 3,506 | 6,298 |
Inventories | (3,014) | 572 |
Accounts payable | 9,981 | 4,393 |
Accrued compensation and benefits | (2,371) | (7,233) |
Other assets | (16,306) | (15,005) |
Other liabilities | (1,094) | 12,561 |
Total operating | 26,271 | 29,732 |
Net cash provided by operating activities | 45,647 | 31,326 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (7,291) | (5,525) |
Payments to Acquire Businesses Net of Cash Acquired and Asset Acquisitions | 0 | (1,765) |
Net cash used in investing activities | (7,291) | (7,290) |
Cash flows from financing activities: | ||
Payments on term loan | (6,563) | (4,375) |
Payments on revolving line of credit | (87,000) | (68,000) |
Proceeds from revolving line of credit | 57,000 | 71,000 |
Dividends paid on common stock | (11,198) | (11,138) |
Other, net | 684 | (1,218) |
Net cash used in financing activities | (47,077) | (13,731) |
Effect of exchange rate changes on cash and cash equivalents | (500) | 2,408 |
Net increase (decrease) in cash and cash equivalents | (9,221) | 12,713 |
Cash and cash equivalents at beginning of period | 32,622 | 27,428 |
Cash and cash equivalents at end of period | 23,401 | 40,141 |
Non-cash investing and financing activities: | ||
Contractual obligations from asset acquisition | 25,849 | 0 |
Dividends payable | $ 5,620 | $ 5,584 |
Operations
Operations | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations | Operations CONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery, thoracic surgery and gastroenterology. |
Interim Financial Information
Interim Financial Information | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Interim financial information | Interim Financial Information The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for annual financial statements. The information herein reflects all normal recurring material adjustments, which are, in the opinion of management, necessary for the fair statements of the results for the periods presented. The consolidated condensed financial statements herein consist of all wholly-owned domestic and foreign subsidiaries with all significant intercompany transactions eliminated. Results for the period ended June 30, 2018 are not necessarily indicative of the results that may be expected for the year ending December 31, 2018 . The consolidated condensed financial statements and notes thereto should be read in conjunction with the consolidated financial statements and notes for the year ended December 31, 2017 included in our Annual Report on Form 10-K. |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer | Revenues The Company adopted Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, which is codified in Accounting Standards Codification ("ASC") 606, effective January 1, 2018. ASC 606 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. The Company has applied the modified retrospective approach to adoption whereby the standard is applied only to the current period. Adoption of ASC 606 did not have a material impact on our consolidated condensed financial statements. Certain costs previously included in selling and administrative expense and principally related to administrative fees paid to group purchasing organizations are required to be recorded as a reduction of revenue under the new standard. These costs amounted to $2.0 million and $2.1 million during the three months ended June 30, 2018 and 2017 , respectively, and $3.9 million and $3.8 million during the six months ended June 30, 2018 and 2017 , respectively. These costs are included as a reduction in net sales in the three and six months ended June 30, 2018 and as selling and administrative expense in the three and six months ended June 30, 2017 , respectively. There is no impact on net income or earnings per share as a result of this change. The Company recognizes revenue when we have satisfied a performance obligation by transferring a promised good or service (that is an asset) to a customer. An asset is transferred when the customer obtains control of that asset. The following policies apply to our major categories of revenue transactions: • Revenue is recognized when product is shipped and the customer obtains control of the product. 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 which is generally five 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 $6.6 million and $6.4 million for the six months ended June 30, 2018 and 2017 , 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 $2.3 million at June 30, 2018 is adequate to provide for probable losses resulting from accounts receivable. 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. We sell extended warranties to customers that are typically for a period of one to three years. The related revenue is recorded as a contract liability and recognized over the life of the contract on a straight-line basis, which is reflective of our obligation to stand ready to provide repair services. The Company previously expensed as incurred commissions paid for the sale of extended warranty contracts to customers. Under the new guidance, the Company capitalizes these contract acquisition costs and realizes the expense in line with the related extended warranty contract revenue recognition. Upon adoption of the new standard, we recorded a cumulative adjustment of $0.4 million net of income taxes to beginning shareholders’ equity in order to capitalize costs incurred to obtain contracts with customers. The following tables present revenue disaggregated by primary geographic market where the products are sold, by product line and timing of revenue recognition: Three Months Ended Three Months Ended June 30, 2018 June 30, 2017 Orthopedic Surgery General Surgery Total Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 41,057 $ 68,599 $ 109,656 $ 40,886 $ 59,124 $ 100,010 Americas (excluding the United States) 16,586 8,348 24,934 14,491 8,137 22,628 Europe, Middle East & Africa 29,443 13,944 43,387 27,500 12,839 40,339 Asia Pacific 23,045 11,798 34,843 22,684 11,493 34,177 Total sales from contracts with customers $ 110,131 $ 102,689 $ 212,820 $ 105,561 $ 91,593 $ 197,154 Timing of Revenue Recognition Goods transferred at a point in time $ 108,041 $ 102,323 $ 210,364 $ 103,528 $ 91,422 $ 194,950 Services transferred over time 2,090 366 2,456 2,033 171 2,204 Total sales from contracts with customers $ 110,131 $ 102,689 $ 212,820 $ 105,561 $ 91,593 $ 197,154 Six Months Ended Six Months Ended June 30, 2018 June 30, 2017 Orthopedic Surgery General Surgery Total Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 84,209 $ 131,698 $ 215,907 $ 83,276 $ 116,161 $ 199,437 Americas (excluding the United States) 33,357 16,027 49,384 28,109 14,958 43,067 Europe, Middle East & Africa 57,745 26,928 84,673 54,151 24,628 78,779 Asia Pacific 43,683 21,237 64,920 43,814 18,623 62,437 Total sales from contracts with customers $ 218,994 $ 195,890 $ 414,884 $ 209,350 $ 174,370 $ 383,720 Timing of Revenue Recognition Goods transferred at a point in time $ 214,706 $ 195,204 $ 409,910 $ 205,332 $ 174,083 $ 379,415 Services transferred over time 4,288 686 4,974 4,018 287 4,305 Total sales from contracts with customers $ 218,994 $ 195,890 $ 414,884 $ 209,350 $ 174,370 $ 383,720 Contract liability balances related to the sale of extended warranties to customers are as follows: June 30, 2018 December 31, 2017 Contract liability $ 10,094 $ 7,786 Revenue recognized during six months ended June 30, 2018 and June 30, 2017 from amounts included in contract liabilities at the beginning of the period were $3.7 million and $3.0 million , respectively. There were no material contract assets as of June 30, 2018 and December 31, 2017 . |
Comprehensive Income
Comprehensive Income | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Comprehensive Income | Comprehensive Income Comprehensive income consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income $ 8,719 $ 6,139 $ 19,376 $ 1,594 Other comprehensive income (loss): Pension liability, net of income tax (income tax expense of $162 and $293 for the three months ended June 30, 2018 and 2017, respectively, and $325 and $586 for the six months ended June 30, 2018 and 2017, respectively) 510 501 1,019 1,001 Cash flow hedging gain (loss) net of income tax (income tax expense (benefit) of $1,219 and ($1,026) for the three months ended June 30, 2018 and 2017, respectively, and $1,724 and ($1,522) for the six months ended June 30, 2018 and 2017, respectively) 3,827 (1,751 ) 5,413 (2,598 ) Foreign currency translation adjustment (5,749 ) 5,255 (5,099 ) 9,223 Comprehensive income $ 7,307 $ 10,144 $ 20,709 $ 9,220 Accumulated other comprehensive loss consists of the following: Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2017 $ (3,530 ) $ (25,813 ) $ (19,735 ) $ (49,078 ) Other comprehensive income (loss) before reclassifications, net of tax 4,165 — (5,099 ) (934 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a 1,645 1,344 — 2,989 Income tax (397 ) (325 ) — (722 ) Net current-period other comprehensive income 5,413 1,019 (5,099 ) 1,333 Balance, June 30, 2018 $ 1,883 $ (24,794 ) $ (24,834 ) $ (47,745 ) Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2016 $ 1,546 $ (26,458 ) $ (33,614 ) $ (58,526 ) Other comprehensive income (loss) before reclassifications, net of tax (2,247 ) — 9,223 6,976 Amounts reclassified from accumulated other comprehensive income (loss) before tax a (556 ) 1,587 — 1,031 Income tax 205 (586 ) — (381 ) Net current-period other comprehensive income (2,598 ) 1,001 9,223 7,626 Balance, June 30, 2017 $ (1,052 ) $ (25,457 ) $ (24,391 ) $ (50,900 ) (a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income (loss) components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 5 and Note 10, respectively, for further details. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We enter into derivative instruments for risk management purposes only. We operate internationally and in the normal course of business are exposed to fluctuations in interest rates, foreign exchange rates and commodity prices. These fluctuations can increase the costs of financing, investing and operating the business. We use forward contracts, a type of derivative instrument, to manage certain foreign currency exposures. By nature, all financial instruments involve market and credit risks. We enter into forward contracts with major investment grade financial institutions and have policies to monitor the credit risk of those counterparties. While there can be no assurance, we do not anticipate any material non-performance by any of these counterparties. Foreign Currency Forward Contracts. We hedge forecasted intercompany sales denominated in foreign currencies through the use of forward contracts. We account for these forward contracts as cash flow hedges. To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in current earnings but are included in accumulated other comprehensive loss. These changes in fair value will be recognized into earnings as a component of sales or cost of sales when the forecasted transaction occurs. The notional contract amounts for forward contracts outstanding at June 30, 2018 which have been accounted for as cash flow hedges totaled $136.9 million . Net realized gains (losses) recognized for forward contracts accounted for as cash flow hedges approximated $(0.4) million and $0.2 million for the three months ended June 30, 2018 and 2017 , respectively, and $(1.6) million and $0.6 million for the six months ended June 30, 2018 and 2017 , respectively. At June 30, 2018 , $0.5 million of net unrealized gains on forward contracts accounted for as cash flow hedges, and included in accumulated other comprehensive loss, are expected to be recognized in earnings in the next twelve months. We also enter into forward contracts to exchange foreign currencies for United States dollars in order to hedge our currency transaction exposures. These forward contracts settle each month at month-end, at which time we enter into new forward contracts. We have not designated these forward contracts as hedges and have not applied hedge accounting to them. The notional contract amounts for forward contracts outstanding at June 30, 2018 which have not been designated as hedges totaled $34.3 million . Net realized gains (losses) recognized in connection with those forward contracts not accounted for as hedges approximated $0.4 million and $(0.4) million for the three months ended June 30, 2018 and 2017 , respectively, offsetting gains (losses) on our intercompany receivables of $(0.6) million and $0.3 million for the three months ended June 30, 2018 and 2017 , respectively. Net realized gains (losses) approximated $0.3 million and $(0.6) million for the six months ended June 30, 2018 and 2017 , respectively, offsetting gains (losses) on our intercompany receivables of $(0.7) million and $0.3 million for the six months ended June 30, 2018 and 2017 , respectively. These gains and losses have been recorded in selling and administrative expense in the consolidated condensed statements of comprehensive income. We record these forward foreign exchange contracts at fair value. The following tables summarize the fair value for forward foreign exchange contracts outstanding at June 30, 2018 and December 31, 2017 : June 30, 2018 Asset Fair Value Liabilities Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts $ 3,025 $ (1,487 ) $ 1,538 Derivatives not designated as hedging instruments: Foreign exchange contracts 14 (120 ) (106 ) Total derivatives $ 3,039 $ (1,607 ) $ 1,432 December 31, 2017 Asset Fair Value Liabilities Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts $ 346 $ (5,945 ) $ (5,599 ) Derivatives not designated as hedging instruments: Foreign exchange contracts 4 (78 ) (74 ) Total derivatives $ 350 $ (6,023 ) $ (5,673 ) Our forward foreign exchange contracts are subject to a master netting agreement and qualify for netting in the consolidated condensed balance sheets. Accordingly, at June 30, 2018 and December 31, 2017 , we have recorded the net fair value of $1.4 million in prepaid expenses and other current assets and non-current other assets and $5.7 million in other current liabilities, respectively. 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. Valuation Techniques. Assets and liabilities carried at fair value and measured on a recurring basis as of June 30, 2018 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. The carrying amounts reported in our consolidated condensed balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximate fair value. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following: June 30, December 31, Raw materials $ 41,538 $ 41,844 Work-in-process 16,134 14,666 Finished goods 85,733 84,926 Total $ 143,405 $ 141,436 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Basic earnings per share (“basic EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding resulting from employee stock options, restricted stock units, performance share units and stock appreciation rights ("SARs") during the period. The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2018 and 2017 : Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income $ 8,719 $ 6,139 $ 19,376 $ 1,594 Basic – weighted average shares outstanding 28,075 27,891 28,059 27,894 Effect of dilutive potential securities 771 248 680 192 Diluted – weighted average shares outstanding 28,846 28,139 28,739 28,086 Net income (per share) Basic $ 0.31 $ 0.22 $ 0.69 $ 0.06 Diluted 0.30 0.22 0.67 0.06 The shares used in the calculation of diluted EPS exclude options and SARs to purchase shares where the exercise price was greater than the average market price of common shares for the period and the effect of the inclusion would be anti-dilutive. Such shares aggregated approximately 0.8 million and 0.5 million for the three and six months ended June 30, 2018 , respectively, and approximately 1.4 million and 2.0 million for the three and six months ended June 30, 2017 . |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
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 six months ended June 30, 2018 are as follows: Balance as of December 31, 2017 $ 401,954 Foreign currency translation (850 ) Balance as of June 30, 2018 $ 401,104 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. Other intangible assets consist of the following: June 30, 2018 December 31, 2017 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer and distributor relationships 29 $ 214,616 $ (91,634 ) $ 214,685 $ (86,137 ) Promotional, marketing and distribution rights 25 149,376 (39,000 ) 149,376 (36,000 ) Patents and other intangible assets 14 70,031 (43,177 ) 69,668 (42,127 ) Developed technology 16 88,132 (4,992 ) 62,283 (3,352 ) Unamortized intangible assets: Trademarks and tradenames 86,544 — 86,544 — 24 $ 608,699 $ (178,803 ) $ 582,556 $ (167,616 ) Customer and distributor relationships, trademarks and tradenames, developed technology and patents and other intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses. Promotional, marketing and distribution rights represent intangible assets created under our Sports Medicine Joint Development and Distribution Agreement (the "JDDA") with Musculoskeletal Transplant Foundation (“MTF”). Amortization expense related to intangible assets which are subject to amortization totaled $5.7 million and $5.2 million in the three months ended June 30, 2018 and 2017 , respectively, and $11.2 million and $10.3 million in the six months ended June 30, 2018 and 2017 , respectively, and is included as a reduction of revenue (for amortization related to our promotional, marketing and distribution rights) and in selling and administrative expense (for all other intangible assets) in the consolidated condensed statements of comprehensive income. Included in developed technology is $25.8 million of earn-out consideration that is considered probable as of June 30, 2018 associated with a prior asset acquisition. This is recorded in other current liabilities at June 30, 2018 . This acquired developed technology has a weighted average useful life of 14 years. Included in patents and other intangible assets at June 30, 2018 and December 31, 2017 is an in-process research and development asset that is not currently amortized. The estimated intangible asset amortization expense remaining for the year ending December 31, 2018 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total Remaining, 2018 $ 8,946 $ 3,000 $ 11,946 2019 18,550 6,000 24,550 2020 18,567 6,000 24,567 2021 17,614 6,000 23,614 2022 16,139 6,000 22,139 2023 15,504 6,000 21,504 |
Guarantees
Guarantees | 6 Months Ended |
Jun. 30, 2018 | |
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 typically vary from one to three years. 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 standard warranties for the six months ended June 30 , are as follows: 2018 2017 Balance as of January 1, $ 1,750 $ 1,954 Provision for warranties 678 442 Claims made (611 ) (521 ) Balance as of June 30, $ 1,817 $ 1,875 Costs associated with extended warranty repairs are recorded as incurred and amounted to $2.4 million and $2.2 million for the six months ended June 30, 2018 and 2017 , respectively. |
Pension Plan
Pension Plan | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Pension Plan | Pension Plan Net periodic pension cost consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Service cost $ 169 $ 151 $ 338 $ 302 Interest cost on projected benefit obligation 701 693 1,403 1,387 Expected return on plan assets (1,354 ) (1,325 ) (2,709 ) (2,650 ) Net amortization and deferral 672 794 1,344 1,587 Net periodic pension cost $ 188 $ 313 $ 376 $ 626 We do not expect to make any pension contributions during 2018 . |
Acquisition, Restructuring and
Acquisition, Restructuring and Other Expense | 6 Months Ended |
Jun. 30, 2018 | |
Acquisition, Restructuring and Other Expense [Abstract] | |
Acquisition, Restructuring and Other Expense | Acquisition, Restructuring and Other Expense Acquisition, restructuring and other expense consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Restructuring costs included in cost of sales $ — $ 303 $ — $ 1,472 Restructuring costs $ — $ 26 $ — $ 1,348 Business acquisition costs — 405 — 892 Legal matters — 2,465 — 16,714 Acquisition, restructuring and other expense included in selling and administrative expense $ — $ 2,896 $ — $ 18,954 During the three and six months ended June 30, 2018 , we did not have any costs related to restructuring, acquisitions or legal matters. During the three and six months ended June 30, 2017 , we incurred $0.3 million and $1.5 million , respectively, in costs associated with operational restructuring. These costs were charged to cost of sales and included severance, inventory and other charges. During the six months ended June 30, 2017 , we restructured certain selling and administrative functions and incurred $1.3 million in costs consisting principally of severance charges. During the three and six months ended June 30, 2017 , we incurred $0.4 million and $0.9 million , respectively, in costs associated with the January 4, 2016 acquisition of SurgiQuest, Inc. The costs were associated with expensing of unvested options acquired and integration related costs. During the six months ended June 30, 2017 , we incurred $12.2 million in costs associated with the SurgiQuest, Inc. vs. Lexion Medical litigation verdict whereby SurgiQuest was found liable for $2.2 million in compensatory damages with an additional $10.0 million in punitive damages as further described in Note 13. These costs remain accrued in other current liabilities at June 30, 2018 and were subsequently paid on July 10, 2018. In addition, during the three and six months ended June 30, 2017 , we incurred $2.5 million and $4.5 million , respectively, in costs associated with this litigation and other legal matters. |
Business Segments
Business Segments | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Business Segments | Business Segments We are accounting and reporting for our business as a single operating segment entity engaged in the development, manufacturing and sale on a global basis of surgical devices and related equipment. Our chief operating decision maker (the 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 and general surgery. Orthopedic surgery consists of sports medicine instrumentation and small bone, large bone and specialty powered surgical instruments as well as imaging systems for use in minimally invasive surgery procedures including 2DHD and 3DHD vision technologies 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. These product lines' net sales are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Orthopedic surgery $ 110,131 $ 105,561 $ 218,994 $ 209,350 General surgery 102,689 91,593 195,890 174,370 Consolidated net sales $ 212,820 $ 197,154 $ 414,884 $ 383,720 |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings | Legal Proceedings From time to time, we are subject to claims alleging product liability, patent infringement or other claims incurred in the ordinary course of business. These may involve our United States or foreign operations, or sales by foreign distributors. Likewise, from time to time, the Company may receive an information request or subpoena from a government agency such as the Securities and Exchange Commission, Department of Justice, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Department of Labor, the Treasury Department or other federal and state agencies or foreign governments or government agencies. These information requests or subpoenas may or may not be routine inquiries, or may begin as routine inquiries and over time develop into enforcement actions of various types. 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 with 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 based on their affiliation 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. While CONMED has not experienced any material enforcement action to date, there can be no assurance that the Company will not be subject to a material enforcement action in the future, or that the Company will not incur costs including, in the form of fees for lawyers and other consultants, that are material to the Company’s results of operations in the course of responding to a future inquiry or investigation. 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, results of operations or cash flows. 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. In April 2017, the previously disclosed lawsuit involving false advertising claim by Lexion Medical ("Lexion") against SurgiQuest arising prior to the acquisition of SurgiQuest by CONMED went to trial in federal court in the District of Delaware. The claims arose under the Lanham Act, as well as Delaware state laws. Lexion sought damages of $22.0 million for alleged lost profits and $18.7 million for costs related to alleged “corrective advertising,” as well as damages claimed for disgorgement of SurgiQuest’s alleged profits and attorneys' fees. On January 4, 2016, SurgiQuest became a subsidiary of CONMED, and we assumed the costs and liabilities related to the Lexion lawsuit subject to the terms of the merger agreement. On April 11, 2017, a jury returned a verdict finding SurgiQuest liable for $2.2 million in compensatory damages with an additional $10.0 million in punitive damages. These costs were recorded in selling and administrative expense during the six months ended June 30, 2017 and remain accrued in other current liabilities at June 30, 2018 . The District Court entered judgment on April 13, 2017. CONMED and Lexion each filed post-verdict motions. Lexion sought an equitable award for disgorgement of SurgiQuest’s alleged profits, for so-called corrective advertising and for attorney’s fees. CONMED sought to vacate the award of punitive damages. By memorandum decision dated May 16, 2018, the District Court denied both Lexion’s and SurgiQuest’s post-verdict motions. The period within which either Lexion or SurgiQuest was able to pursue an appeal expired in June without either party seeking to appeal the judgment. CONMED paid the judgment, together with post-judgment interest, in a total amount of $12.3 million on July 10, 2018. In 2014, the Company acquired EndoDynamix, Inc. The agreement 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 seller's view as to 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 agreement. On February 22, 2017, the representative of the former shareholders of EndoDynamix filed a complaint in Delaware Chancery Court claiming breach of contract with respect to the duty to commercialize the product and seeking the contingent payments on an accelerated basis. We believe that there was a substantive contractual basis to support the Company's decision to redesign the product, such that there was no legitimate basis for seeking the acceleration of the contingent payments. We expect to defend the claims asserted by the sellers of EndoDynamix in the Delaware Court, although there can be no assurance that we will prevail in the litigation. |
New Accounting Pronouncements
New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Standards In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, along with amendments issued in 2015 and 2016, which is codified in Accounting Standards Codification ("ASC") 606. 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. We adopted this new guidance as of January 1, 2018, applying the modified retrospective method, and it did not have a material impact on our consolidated financial statements as further described in Note 3. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this ASU require that a statement of cash flows explain the change during the period in total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted this new guidance effective January 1, 2018 and it did not have a material impact on the consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Compensation Retirement Benefits (ASC 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires companies to record the service component of net periodic pension cost in the same income statement line as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost would be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented. The Company adopted this new guidance effective January 1, 2018 and it did not have a material impact on the consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Based Compensation (ASC 718) - Scope of Modification Accounting. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The Company adopted this new guidance effective January 1, 2018 and it did not have a material impact on the consolidated financial statements. Recently Issued Accounting Standards, Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This 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. ASU 2016-02 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 the adoption of ASU 2016-02. In January 2017, the FASB issued ASU No. 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. This new guidance is effective for periods beginning after December 15, 2019, however early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU makes more financial and non-financial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220). This ASU provides entities with the option to eliminate the stranded tax effects associated with the change in tax rates under the 2017 Tax Cuts and Jobs Act through a reclassification of the stranded tax effects from accumulated other comprehensive income (“AOCI”) to retained earnings. This guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes On December 22, 2017 the 2017 Tax Cuts and Jobs Act (“Tax Reform”) was enacted. At December 31, 2017 , the Company recorded estimated provisional amounts for the deemed repatriation toll charge implemented by the Tax Reform, related to foreign tax credits, deferred tax revaluation amounts and deferred tax liabilities on unremitted foreign earnings. Staff Accounting Bulletin No. (SAB) 118 provides an extended measurement period to finalize the effects of Tax Reform for the period of enactment. Tax expense for the three and six months ended June 30, 2018 includes no changes from these initial assessments. FASB Staff Q&A, Topic 740, No. 5, Accounting for Global Intangible Low-Taxed Income, (GILTI) allows for an election to account for GILTI under the deferred method which requires recognizing deferred taxes for basis differences which will impact the GILTI inclusion upon reversal or as a period cost. The Company is still evaluating this election and will complete its accounting for Tax Reform, including this election, within the measurement period prescribed by SAB 118. Income tax expense has been recorded at an effective tax rate of 24.8% and 26.8% for the three months ended June 30, 2018 and 2017 , respectively, and at an effective tax rate of 19.4% and 10.0% for the six months ended June 30, 2018 and 2017 , respectively. The lower effective rate for the three months ended June 30, 2018 , as compared to the same period in the prior year, was primarily the result of the lower federal statutory tax rate of 21% enacted with Tax Reform which was offset by other provisions of Tax Reform including global intangible low-taxed income (“GILTI”) as well as income earned in foreign jurisdictions with effective tax rates in excess of the federal statutory rate. The higher effective rate for the six months ended June 30, 2018 , as compared to the same period in the prior year, was primarily due to stock option income tax benefits which reduced the effective tax rate by 3.0% during the six months ended June 30, 2018 as compared to a reduction of 12.7% during the six months ended June 30, 2017 . In addition, the lower federal statutory tax rate of 21% enacted with Tax Reform was offset by other provisions of Tax Reform including global intangible low-taxed income (“GILTI”) as well as income earned in foreign jurisdictions with effective tax rates in excess of the federal statutory rate. |
Revenues (Policies)
Revenues (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition, Policy | The Company recognizes revenue when we have satisfied a performance obligation by transferring a promised good or service (that is an asset) to a customer. An asset is transferred when the customer obtains control of that asset. The following policies apply to our major categories of revenue transactions: • Revenue is recognized when product is shipped and the customer obtains control of the product. 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 which is generally five 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 $6.6 million and $6.4 million for the six months ended June 30, 2018 and 2017 , 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 $2.3 million at June 30, 2018 is adequate to provide for probable losses resulting from accounts receivable. 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. We sell extended warranties to customers that are typically for a period of one to three years. The related revenue is recorded as a contract liability and recognized over the life of the contract on a straight-line basis, which is reflective of our obligation to stand ready to provide repair services. |
New Accounting Pronouncements (
New Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements Recently Adopted Accounting Standards In May 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, along with amendments issued in 2015 and 2016, which is codified in Accounting Standards Codification ("ASC") 606. 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. We adopted this new guidance as of January 1, 2018, applying the modified retrospective method, and it did not have a material impact on our consolidated financial statements as further described in Note 3. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The amendments in this ASU require that a statement of cash flows explain the change during the period in total cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The Company adopted this new guidance effective January 1, 2018 and it did not have a material impact on the consolidated financial statements. In March 2017, the FASB issued ASU No. 2017-07, Compensation Retirement Benefits (ASC 715) - Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. This ASU requires companies to record the service component of net periodic pension cost in the same income statement line as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net periodic pension cost would be presented in the income statement separately from the service cost component and outside the subtotal of income from operations, if one is presented. The Company adopted this new guidance effective January 1, 2018 and it did not have a material impact on the consolidated financial statements. In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Based Compensation (ASC 718) - Scope of Modification Accounting. This ASU does not change the accounting for modifications but clarifies that modification accounting guidance should be applied if there is a change to the value, vesting conditions, or award classification and would not be required if the changes are considered non-substantive. The Company adopted this new guidance effective January 1, 2018 and it did not have a material impact on the consolidated financial statements. Recently Issued Accounting Standards, Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). This 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. ASU 2016-02 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 the adoption of ASU 2016-02. In January 2017, the FASB issued ASU No. 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. This new guidance is effective for periods beginning after December 15, 2019, however early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This ASU makes more financial and non-financial hedging strategies eligible for hedge accounting. It also amends the presentation and disclosure requirements and changes how companies assess effectiveness. It is intended to more closely align hedge accounting with companies’ risk management strategies, simplify the application of hedge accounting, and increase transparency as to the scope and results of hedging programs. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220). This ASU provides entities with the option to eliminate the stranded tax effects associated with the change in tax rates under the 2017 Tax Cuts and Jobs Act through a reclassification of the stranded tax effects from accumulated other comprehensive income (“AOCI”) to retained earnings. This guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In June 2018, the FASB issued ASU 2018-07 Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. This ASU is intended to simplify aspects of share-based compensation issued to non-employees by making the guidance consistent with accounting for employee share-based compensation. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted. The Company is currently in the process of evaluating the impact of this guidance on our consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following tables present revenue disaggregated by primary geographic market where the products are sold, by product line and timing of revenue recognition: Three Months Ended Three Months Ended June 30, 2018 June 30, 2017 Orthopedic Surgery General Surgery Total Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 41,057 $ 68,599 $ 109,656 $ 40,886 $ 59,124 $ 100,010 Americas (excluding the United States) 16,586 8,348 24,934 14,491 8,137 22,628 Europe, Middle East & Africa 29,443 13,944 43,387 27,500 12,839 40,339 Asia Pacific 23,045 11,798 34,843 22,684 11,493 34,177 Total sales from contracts with customers $ 110,131 $ 102,689 $ 212,820 $ 105,561 $ 91,593 $ 197,154 Timing of Revenue Recognition Goods transferred at a point in time $ 108,041 $ 102,323 $ 210,364 $ 103,528 $ 91,422 $ 194,950 Services transferred over time 2,090 366 2,456 2,033 171 2,204 Total sales from contracts with customers $ 110,131 $ 102,689 $ 212,820 $ 105,561 $ 91,593 $ 197,154 Six Months Ended Six Months Ended June 30, 2018 June 30, 2017 Orthopedic Surgery General Surgery Total Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 84,209 $ 131,698 $ 215,907 $ 83,276 $ 116,161 $ 199,437 Americas (excluding the United States) 33,357 16,027 49,384 28,109 14,958 43,067 Europe, Middle East & Africa 57,745 26,928 84,673 54,151 24,628 78,779 Asia Pacific 43,683 21,237 64,920 43,814 18,623 62,437 Total sales from contracts with customers $ 218,994 $ 195,890 $ 414,884 $ 209,350 $ 174,370 $ 383,720 Timing of Revenue Recognition Goods transferred at a point in time $ 214,706 $ 195,204 $ 409,910 $ 205,332 $ 174,083 $ 379,415 Services transferred over time 4,288 686 4,974 4,018 287 4,305 Total sales from contracts with customers $ 218,994 $ 195,890 $ 414,884 $ 209,350 $ 174,370 $ 383,720 |
Contract with Customer, Asset and Liability | Contract liability balances related to the sale of extended warranties to customers are as follows: June 30, 2018 December 31, 2017 Contract liability $ 10,094 $ 7,786 |
Comprehensive Income (Tables)
Comprehensive Income (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Schedule of Comprehensive Income | Comprehensive income consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income $ 8,719 $ 6,139 $ 19,376 $ 1,594 Other comprehensive income (loss): Pension liability, net of income tax (income tax expense of $162 and $293 for the three months ended June 30, 2018 and 2017, respectively, and $325 and $586 for the six months ended June 30, 2018 and 2017, respectively) 510 501 1,019 1,001 Cash flow hedging gain (loss) net of income tax (income tax expense (benefit) of $1,219 and ($1,026) for the three months ended June 30, 2018 and 2017, respectively, and $1,724 and ($1,522) for the six months ended June 30, 2018 and 2017, respectively) 3,827 (1,751 ) 5,413 (2,598 ) Foreign currency translation adjustment (5,749 ) 5,255 (5,099 ) 9,223 Comprehensive income $ 7,307 $ 10,144 $ 20,709 $ 9,220 |
Schedule of Accumulated Other Comprehensive Loss | Accumulated other comprehensive loss consists of the following: Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2017 $ (3,530 ) $ (25,813 ) $ (19,735 ) $ (49,078 ) Other comprehensive income (loss) before reclassifications, net of tax 4,165 — (5,099 ) (934 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax a 1,645 1,344 — 2,989 Income tax (397 ) (325 ) — (722 ) Net current-period other comprehensive income 5,413 1,019 (5,099 ) 1,333 Balance, June 30, 2018 $ 1,883 $ (24,794 ) $ (24,834 ) $ (47,745 ) Cash Flow Hedging Gain (Loss) Pension Liability Cumulative Translation Adjustments Accumulated Other Comprehensive Income (Loss) Balance, December 31, 2016 $ 1,546 $ (26,458 ) $ (33,614 ) $ (58,526 ) Other comprehensive income (loss) before reclassifications, net of tax (2,247 ) — 9,223 6,976 Amounts reclassified from accumulated other comprehensive income (loss) before tax a (556 ) 1,587 — 1,031 Income tax 205 (586 ) — (381 ) Net current-period other comprehensive income (2,598 ) 1,001 9,223 7,626 Balance, June 30, 2017 $ (1,052 ) $ (25,457 ) $ (24,391 ) $ (50,900 ) (a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income (loss) components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 5 and Note 10, respectively, for further details. |
Fair Value of Financial Instr25
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value for Forward Foreign Exchange Contracts | The following tables summarize the fair value for forward foreign exchange contracts outstanding at June 30, 2018 and December 31, 2017 : June 30, 2018 Asset Fair Value Liabilities Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts $ 3,025 $ (1,487 ) $ 1,538 Derivatives not designated as hedging instruments: Foreign exchange contracts 14 (120 ) (106 ) Total derivatives $ 3,039 $ (1,607 ) $ 1,432 December 31, 2017 Asset Fair Value Liabilities Fair Value Net Fair Value Derivatives designated as hedged instruments: Foreign exchange contracts $ 346 $ (5,945 ) $ (5,599 ) Derivatives not designated as hedging instruments: Foreign exchange contracts 4 (78 ) (74 ) Total derivatives $ 350 $ (6,023 ) $ (5,673 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consist of the following: June 30, December 31, Raw materials $ 41,538 $ 41,844 Work-in-process 16,134 14,666 Finished goods 85,733 84,926 Total $ 143,405 $ 141,436 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of calculation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2018 and 2017 : Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Net income $ 8,719 $ 6,139 $ 19,376 $ 1,594 Basic – weighted average shares outstanding 28,075 27,891 28,059 27,894 Effect of dilutive potential securities 771 248 680 192 Diluted – weighted average shares outstanding 28,846 28,139 28,739 28,086 Net income (per share) Basic $ 0.31 $ 0.22 $ 0.69 $ 0.06 Diluted 0.30 0.22 0.67 0.06 |
Goodwill and Other Intangible28
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the net carrying amount of goodwill for the six months ended June 30, 2018 are as follows: Balance as of December 31, 2017 $ 401,954 Foreign currency translation (850 ) Balance as of June 30, 2018 $ 401,104 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | Other intangible assets consist of the following: June 30, 2018 December 31, 2017 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Amortized intangible assets: Customer and distributor relationships 29 $ 214,616 $ (91,634 ) $ 214,685 $ (86,137 ) Promotional, marketing and distribution rights 25 149,376 (39,000 ) 149,376 (36,000 ) Patents and other intangible assets 14 70,031 (43,177 ) 69,668 (42,127 ) Developed technology 16 88,132 (4,992 ) 62,283 (3,352 ) Unamortized intangible assets: Trademarks and tradenames 86,544 — 86,544 — 24 $ 608,699 $ (178,803 ) $ 582,556 $ (167,616 ) |
Schedule of Estimated Amortization Expense | The estimated intangible asset amortization expense remaining for the year ending December 31, 2018 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total Remaining, 2018 $ 8,946 $ 3,000 $ 11,946 2019 18,550 6,000 24,550 2020 18,567 6,000 24,567 2021 17,614 6,000 23,614 2022 16,139 6,000 22,139 2023 15,504 6,000 21,504 |
Guarantees (Tables)
Guarantees (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Guarantees [Abstract] | |
Changes in the carrying amount of service and product warranties | Changes in the carrying amount of service and product standard warranties for the six months ended June 30 , are as follows: 2018 2017 Balance as of January 1, $ 1,750 $ 1,954 Provision for warranties 678 442 Claims made (611 ) (521 ) Balance as of June 30, $ 1,817 $ 1,875 |
Pension Plan (Tables)
Pension Plan (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of net benefit cost | Net periodic pension cost consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Service cost $ 169 $ 151 $ 338 $ 302 Interest cost on projected benefit obligation 701 693 1,403 1,387 Expected return on plan assets (1,354 ) (1,325 ) (2,709 ) (2,650 ) Net amortization and deferral 672 794 1,344 1,587 Net periodic pension cost $ 188 $ 313 $ 376 $ 626 |
Acquisition, Restructuring an31
Acquisition, Restructuring and Other Expense (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Acquisition, Restructuring and Other Expense [Abstract] | |
Schedule of Acquisition, Restructuring and Other Expense | Acquisition, restructuring and other expense consists of the following: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Restructuring costs included in cost of sales $ — $ 303 $ — $ 1,472 Restructuring costs $ — $ 26 $ — $ 1,348 Business acquisition costs — 405 — 892 Legal matters — 2,465 — 16,714 Acquisition, restructuring and other expense included in selling and administrative expense $ — $ 2,896 $ — $ 18,954 |
Business Segments (Tables)
Business Segments (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of net sales information by product line | These product lines' net sales are as follows: Three Months Ended June 30, Six Months Ended June 30, 2018 2017 2018 2017 Orthopedic surgery $ 110,131 $ 105,561 $ 218,994 $ 209,350 General surgery 102,689 91,593 195,890 174,370 Consolidated net sales $ 212,820 $ 197,154 $ 414,884 $ 383,720 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Jan. 01, 2018 | |
Revenue from Contract with Customer [Abstract] | |||||
Shipping, Handling and Transportation Costs | $ 6.6 | $ 6.4 | |||
Allowance for Doubtful Accounts Receivable, Current | $ 2.3 | $ 2.3 | |||
Net Commission Service Fee Revenue | 50.00% | ||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | $ 0.4 | ||||
Promotional, Marketing and Distribution Rights [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Weighted average amortization period (in years) | 25 years | ||||
Sales Revenue, Net [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales Commissions and Fees | $ 2 | $ 3.9 | |||
Selling and Administrative Expenses [Member] | |||||
Disaggregation of Revenue [Line Items] | |||||
Sales Commissions and Fees | $ 2.1 | $ 3.8 |
Revenues (Disaggregated Revenue
Revenues (Disaggregated Revenues) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 212,820 | $ 197,154 | $ 414,884 | $ 383,720 |
Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 210,364 | 194,950 | 409,910 | 379,415 |
Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 2,456 | 2,204 | 4,974 | 4,305 |
Orthopedic Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 110,131 | 105,561 | 218,994 | 209,350 |
Orthopedic Surgery | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 108,041 | 103,528 | 214,706 | 205,332 |
Orthopedic Surgery | Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 2,090 | 2,033 | 4,288 | 4,018 |
General Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 102,689 | 91,593 | 195,890 | 174,370 |
General Surgery | Transferred at Point in Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 102,323 | 91,422 | 195,204 | 174,083 |
General Surgery | Transferred over Time [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 366 | 171 | 686 | 287 |
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 109,656 | 100,010 | 215,907 | 199,437 |
UNITED STATES | Orthopedic Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 41,057 | 40,886 | 84,209 | 83,276 |
UNITED STATES | General Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 68,599 | 59,124 | 131,698 | 116,161 |
Americas (excluding the United States) [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 24,934 | 22,628 | 49,384 | 43,067 |
Americas (excluding the United States) [Member] | Orthopedic Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 16,586 | 14,491 | 33,357 | 28,109 |
Americas (excluding the United States) [Member] | General Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 8,348 | 8,137 | 16,027 | 14,958 |
EMEA [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 43,387 | 40,339 | 84,673 | 78,779 |
EMEA [Member] | Orthopedic Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 29,443 | 27,500 | 57,745 | 54,151 |
EMEA [Member] | General Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 13,944 | 12,839 | 26,928 | 24,628 |
Asia Pacific [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 34,843 | 34,177 | 64,920 | 62,437 |
Asia Pacific [Member] | Orthopedic Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | 23,045 | 22,684 | 43,683 | 43,814 |
Asia Pacific [Member] | General Surgery | ||||
Disaggregation of Revenue [Line Items] | ||||
Net Sales | $ 11,798 | $ 11,493 | $ 21,237 | $ 18,623 |
Revenues (Customer Liability) (
Revenues (Customer Liability) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | |||
Contract liability | $ 10,094 | $ 7,786 | |
Contract with Customer, Liability, Revenue Recognized | $ 3,700 | $ 3,000 |
Comprehensive Income (Details)
Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Equity [Abstract] | ||||
Net income | $ 8,719 | $ 6,139 | $ 19,376 | $ 1,594 |
Pension liability, net of income tax | 510 | 501 | 1,019 | 1,001 |
Cash flow hedging gain (loss), net of income tax | 3,827 | (1,751) | 5,413 | (2,598) |
Foreign currency translation adjustment | (5,749) | 5,255 | (5,099) | 9,223 |
Comprehensive income | 7,307 | 10,144 | 20,709 | 9,220 |
Pension liability, tax | 162 | 293 | 325 | 586 |
Cash flow hedging gain (loss), tax | $ 1,219 | $ (1,026) | $ 1,724 | $ (1,522) |
Comprehensive Income (Accumulat
Comprehensive Income (Accumulated Other Comprehensive income (loss)) (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | ||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss) | $ (49,078) | ||
Accumulated other comprehensive income (loss) | (47,745) | ||
Accumulated Other Comprehensive Income (Loss) [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss) | (49,078) | $ (58,526) | |
Other comprehensive income (loss) before reclassifications | (934) | 6,976 | |
Amounts reclassified from other accumulated comprehensive income (loss) before tax | [1] | 2,989 | 1,031 |
Reclassification from AOCI, Current Period, Tax | (722) | (381) | |
Net current-period other comprehensive income (loss) | 1,333 | 7,626 | |
Accumulated other comprehensive income (loss) | (47,745) | (50,900) | |
Cash Flow Hedging Gain (Loss) [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss) | (3,530) | 1,546 | |
Other comprehensive income (loss) before reclassifications | 4,165 | (2,247) | |
Amounts reclassified from other accumulated comprehensive income (loss) before tax | [1] | 1,645 | (556) |
Reclassification from AOCI, Current Period, Tax | (397) | 205 | |
Net current-period other comprehensive income (loss) | 5,413 | (2,598) | |
Accumulated other comprehensive income (loss) | 1,883 | (1,052) | |
Pension Liability [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss) | (25,813) | (26,458) | |
Other comprehensive income (loss) before reclassifications | 0 | 0 | |
Amounts reclassified from other accumulated comprehensive income (loss) before tax | [1] | 1,344 | 1,587 |
Reclassification from AOCI, Current Period, Tax | (325) | (586) | |
Net current-period other comprehensive income (loss) | 1,019 | 1,001 | |
Accumulated other comprehensive income (loss) | (24,794) | (25,457) | |
Cumulative Translation Adjustment [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss) | (19,735) | (33,614) | |
Other comprehensive income (loss) before reclassifications | (5,099) | 9,223 | |
Amounts reclassified from other accumulated comprehensive income (loss) before tax | [1] | 0 | 0 |
Reclassification from AOCI, Current Period, Tax | 0 | 0 | |
Net current-period other comprehensive income (loss) | (5,099) | 9,223 | |
Accumulated other comprehensive income (loss) | $ (24,834) | $ (24,391) | |
[1] | The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income (loss) components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 5 and Note 10, respectively, for further details. |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Derivative [Line Items] | |||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ 500 | $ 500 | |||
Foreign Currency Transaction Gain (Loss), before Tax | (600) | $ 300 | (700) | $ 300 | |
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Derivative Assets (Liabilities), at Fair Value, Net | 1,400 | 1,400 | $ (5,700) | ||
Prepaid Expenses And Other Current Assets and Non-current Other Assets [Domain] | |||||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 3,039 | 3,039 | |||
Derivative Liability, Fair Value, Gross Liability | (1,607) | (1,607) | |||
Derivative Assets (Liabilities), at Fair Value, Net | 1,432 | 1,432 | |||
Other Current Liabilities [Member] | |||||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 350 | ||||
Derivative Liability, Fair Value, Gross Liability | (6,023) | ||||
Derivative Assets (Liabilities), at Fair Value, Net | (5,673) | ||||
Foreign Currency Forward Contracts [Member] | |||||
Derivative [Line Items] | |||||
Gain (Loss) on Foreign Currency Derivative Instruments Not Designated as Hedging Instruments | 400 | (400) | 300 | (600) | |
Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | Prepaid Expenses And Other Current Assets and Non-current Other Assets [Domain] | |||||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 3,025 | 3,025 | |||
Derivative Liability, Fair Value, Gross Liability | (1,487) | (1,487) | |||
Derivative Assets (Liabilities), at Fair Value, Net | 1,538 | 1,538 | |||
Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | Other Current Liabilities [Member] | |||||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 346 | ||||
Derivative Liability, Fair Value, Gross Liability | (5,945) | ||||
Derivative Assets (Liabilities), at Fair Value, Net | (5,599) | ||||
Not Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of cash flow hedges | 34,300 | 34,300 | |||
Not Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | Prepaid Expenses And Other Current Assets and Non-current Other Assets [Domain] | |||||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 14 | 14 | |||
Derivative Liability, Fair Value, Gross Liability | (120) | (120) | |||
Derivative Assets (Liabilities), at Fair Value, Net | (106) | (106) | |||
Not Designated as Hedging Instrument [Member] | Foreign Currency Forward Contracts [Member] | Other Current Liabilities [Member] | |||||
Derivative Assets and Liabilities at Fair Value [Abstract] | |||||
Fair value, assets | 4 | ||||
Derivative Liability, Fair Value, Gross Liability | (78) | ||||
Derivative Assets (Liabilities), at Fair Value, Net | $ (74) | ||||
Cash Flow Hedging [Member] | Foreign Currency Forward Contracts [Member] | |||||
Derivative [Line Items] | |||||
Notional amount of cash flow hedges | 136,900 | 136,900 | |||
Cash flow hedges realized gains (losses) | $ (400) | $ 200 | $ (1,600) | $ 600 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 41,538 | $ 41,844 |
Work-in-process | 16,134 | 14,666 |
Finished goods | 85,733 | 84,926 |
Total inventory | $ 143,405 | $ 141,436 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 8,719 | $ 6,139 | $ 19,376 | $ 1,594 |
Basic-weighted average shares outstanding (in shares) | 28,075 | 27,891 | 28,059 | 27,894 |
Effect of dilutive potential securities (in shares) | 771 | 248 | 680 | 192 |
Diluted- weighted average shares outstanding (in shares) | 28,846 | 28,139 | 28,739 | 28,086 |
Basic (in dollars per share) | $ 0.31 | $ 0.22 | $ 0.69 | $ 0.06 |
Diluted (in dollars per share) | $ 0.30 | $ 0.22 | $ 0.67 | $ 0.06 |
Antidilutive securities excluded from computation of earnings per share (in shares) | 800 | 1,400 | 500 | 2,000 |
Goodwill and Other Intangible41
Goodwill and Other Intangible Assets (Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 401,954 |
Foreign currency translation | (850) |
Ending balance | $ 401,104 |
Goodwill and Other Intangible42
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Intangible assets, Accumulated amortization | $ (178,803) | $ (178,803) | $ (167,616) | ||
Intangible assets, Gross carrying amount | 608,699 | 608,699 | 582,556 | ||
Amortization expense | 5,700 | $ 5,200 | 11,200 | $ 10,300 | |
Future amortization expense [Abstract] | |||||
Remaining, 2018 | 11,946 | 11,946 | |||
2,019 | 24,550 | 24,550 | |||
2,020 | 24,567 | 24,567 | |||
2,021 | 23,614 | 23,614 | |||
2,022 | 22,139 | 22,139 | |||
2,023 | 21,504 | 21,504 | |||
Expense | |||||
Future amortization expense [Abstract] | |||||
Remaining, 2018 | 8,946 | 8,946 | |||
2,019 | 18,550 | 18,550 | |||
2,020 | 18,567 | 18,567 | |||
2,021 | 17,614 | 17,614 | |||
2,022 | 16,139 | 16,139 | |||
2,023 | 15,504 | 15,504 | |||
Reduction of Revenue | |||||
Future amortization expense [Abstract] | |||||
Remaining, 2018 | 3,000 | 3,000 | |||
2,019 | 6,000 | 6,000 | |||
2,020 | 6,000 | 6,000 | |||
2,021 | 6,000 | 6,000 | |||
2,022 | 6,000 | 6,000 | |||
2,023 | 6,000 | 6,000 | |||
Trademarks and Tradenames | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Unamortized intangible assets, Gross carrying amount | 86,544 | 86,544 | 86,544 | ||
Customer and Distributor Relationships [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Amortized intangible assets, Gross carrying amount | 214,616 | 214,616 | 214,685 | ||
Intangible assets, Accumulated amortization | (91,634) | (91,634) | (86,137) | ||
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 | 149,376 | ||
Intangible assets, Accumulated amortization | (39,000) | $ (39,000) | (36,000) | ||
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 | 70,031 | $ 70,031 | 69,668 | ||
Intangible assets, Accumulated amortization | (43,177) | (43,177) | (42,127) | ||
Technology-Based Intangible Assets [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Amortized intangible assets, Gross carrying amount | 88,132 | 88,132 | 62,283 | ||
Intangible assets, Accumulated amortization | $ (4,992) | (4,992) | $ (3,352) | ||
Finite-lived intangible assets acquired | $ 25,800 | ||||
Weighted average amortization period (in years) | 14 years | ||||
Weighted Average | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Finite-lived intangible asset useful life (in years) | 24 years | ||||
Weighted Average | Customer and Distributor Relationships [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Finite-lived intangible asset useful life (in years) | 29 years | ||||
Weighted Average | Promotional, Marketing and Distribution Rights [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Finite-lived intangible asset useful life (in years) | 25 years | ||||
Weighted Average | Patents and Other Intangible Assets [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Finite-lived intangible asset useful life (in years) | 14 years | ||||
Weighted Average | Technology-Based Intangible Assets [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Finite-lived intangible asset useful life (in years) | 16 years |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Guarantor Obligations [Line Items] | ||
Standard warranty period (in years) | 1 year | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Balance as of January 1, | $ 1,750 | $ 1,954 |
Provision for warranties | 678 | 442 |
Claims made | (611) | (521) |
Balance as of June 30, | 1,817 | 1,875 |
Extended Product Warranty Disclosure [Abstract] | ||
Product Extended Warranty Expense | $ 2,400 | $ 2,200 |
Pension Plan (Details)
Pension Plan (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Retirement Benefits [Abstract] | ||||
Service cost | $ 169 | $ 151 | $ 338 | $ 302 |
Interest cost on projected benefit obligation | 701 | 693 | 1,403 | 1,387 |
Expected return on plan assets | (1,354) | (1,325) | (2,709) | (2,650) |
Net amortization and deferral | 672 | 794 | 1,344 | 1,587 |
Net periodic pension cost | $ 188 | $ 313 | $ 376 | $ 626 |
Acquisition, Restructuring an45
Acquisition, Restructuring and Other Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Acquisition, Restructuring and Other Expense [Line Items] | ||||
Legal Matters | $ 2,500 | $ 4,500 | ||
Cost of Sales [Member] | ||||
Acquisition, Restructuring and Other Expense [Line Items] | ||||
Restructuring costs | $ 0 | 303 | $ 0 | 1,472 |
Selling and Administrative Expenses [Member] | ||||
Acquisition, Restructuring and Other Expense [Line Items] | ||||
Business acquisition costs | 0 | 405 | 0 | 892 |
Legal Matters | 0 | 2,465 | 0 | 16,714 |
Acquisition, restructuring and other expense included in selling and administrative expense | 0 | 2,896 | 0 | 18,954 |
Selling and Administrative Expenses [Member] | Administrative Restructuring [Member] | ||||
Acquisition, Restructuring and Other Expense [Line Items] | ||||
Restructuring costs | 0 | $ 26 | 0 | 1,348 |
SurgiQuestInc | ||||
Acquisition, Restructuring and Other Expense [Line Items] | ||||
Loss Contingency, Accrual, Current | $ 12,200 | $ 12,200 | ||
SurgiQuestInc | Selling and Administrative Expenses [Member] | ||||
Acquisition, Restructuring and Other Expense [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | 12,200 | |||
Compensatory damages [Member] | SurgiQuestInc | Selling and Administrative Expenses [Member] | ||||
Acquisition, Restructuring and Other Expense [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | 2,200 | |||
Punitive damages [Member] | SurgiQuestInc | Selling and Administrative Expenses [Member] | ||||
Acquisition, Restructuring and Other Expense [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | $ 10,000 |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 212,820 | $ 197,154 | $ 414,884 | $ 383,720 |
Orthopedic Surgery | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 110,131 | 105,561 | 218,994 | 209,350 |
General Surgery | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 102,689 | $ 91,593 | $ 195,890 | $ 174,370 |
Legal Proceedings (Details)
Legal Proceedings (Details) - USD ($) $ in Millions | Jul. 10, 2018 | Jan. 18, 2017 | Jun. 30, 2017 | Jun. 30, 2018 |
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] | ||||
Damages sought | $ 22 | |||
Lexion Costs Related to Alleged Corrective Advertising [Member] | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | 18.7 | |||
Pending Litigation [Member] | EndoDynamix, Inc. [Member] | ||||
Loss Contingencies [Line Items] | ||||
Damages sought | $ 12.7 | |||
SurgiQuestInc | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Accrual, Current | $ 12.2 | |||
SurgiQuestInc | Selling and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | 12.2 | |||
Compensatory damages [Member] | SurgiQuestInc | Selling and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | 2.2 | |||
Punitive damages [Member] | SurgiQuestInc | Selling and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | $ 10 | |||
Subsequent Event [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Paid, Value | $ 12.3 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent | 24.80% | 26.80% | 19.40% | 10.00% |
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Share-based Compensation Cost, Percent | (3.00%) | (12.70%) | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |