Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 20, 2019 | Jun. 29, 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 | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 28,150,428 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 2,057,379,476 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 17,511 | $ 32,622 |
Accounts receivable, less allowance for doubtful accounts of $2,660 in 2018 and $2,137 in 2017 | 181,550 | 167,037 |
Inventories | 154,599 | 141,436 |
Prepaid expenses and other current assets | 20,691 | 15,688 |
Total current assets | 374,351 | 356,783 |
Property, plant and equipment, net | 113,245 | 116,229 |
Deferred income taxes | 5,162 | 4,721 |
Goodwill | 400,440 | 401,954 |
Other intangible assets, net | 413,193 | 414,940 |
Other assets | 62,747 | 63,334 |
Total assets | 1,369,138 | 1,357,961 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current portion of long-term debt | 18,336 | 14,699 |
Accounts payable | 53,498 | 42,044 |
Accrued compensation and benefits | 42,924 | 34,258 |
Other current liabilities | 46,186 | 59,002 |
Total current liabilities | 160,944 | 150,003 |
Long-term debt | 438,564 | 471,744 |
Deferred income taxes | 81,061 | 77,668 |
Other long-term liabilities | 26,299 | 27,114 |
Total liabilities | 706,868 | 726,529 |
Commitments and contingencies | ||
Preferred stock, par value $.01 per share; authorized 500,000 shares, none issued or outstanding | 0 | 0 |
Common stock, par value $.01 per share; 100,000,000 authorized; 31,299,194 issued in 2018 and 2017, respectively | 313 | 313 |
Paid-in capital | 341,738 | 333,795 |
Retained earnings | 464,851 | 440,085 |
Accumulated other comprehensive loss | (55,737) | (49,078) |
Less: Treasury stock, at cost; 3,167,422 and 3,338,015 shares in 2018 and 2017, respectively | (88,895) | (93,683) |
Total shareholders' equity | 662,270 | 631,432 |
Total liabilities and shareholders' equity | $ 1,369,138 | $ 1,357,961 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,660 | $ 2,137 |
Preferred stock, par value (in dollars per per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 31,299,194 | 31,299,194 |
Treasury stock, shares | 3,167,422 | 3,338,015 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenues | $ 859,634 | $ 796,392 | $ 763,520 |
Cost of sales | 390,524 | 365,351 | 355,190 |
Gross profit | 469,110 | 431,041 | 408,330 |
Selling and administrative expense | 355,617 | 351,799 | 338,400 |
Research and development expense | 42,188 | 32,307 | 32,254 |
Total operating expenses | 397,805 | 384,106 | 370,654 |
Income from operations | 71,305 | 46,935 | 37,676 |
Other expense | 0 | 0 | 2,942 |
Interest expense | 20,652 | 18,203 | 15,359 |
Income before income taxes | 50,653 | 28,732 | 19,375 |
Provision (benefit) for income taxes | 9,799 | (26,755) | 4,711 |
Net income | $ 40,854 | $ 55,487 | $ 14,664 |
Earnings per share: | |||
Basic (in dollars per share) | $ 1.45 | $ 1.99 | $ 0.53 |
Diluted (in dollars per share) | $ 1.41 | $ 1.97 | $ 0.52 |
Other comprehensive income (loss), before tax: | |||
Foreign currency translation adjustments | $ (8,369) | $ 13,879 | $ (4,501) |
Pension liability | (885) | 1,023 | (755) |
Cash flow hedging gain (loss) | 10,985 | (8,051) | 547 |
Other comprehensive income, before tax | 42,585 | 62,338 | 9,955 |
Provision (benefit) for income taxes related to items of other comprehensive income | 2,441 | (2,597) | (77) |
Comprehensive income | $ 40,144 | $ 64,935 | $ 10,032 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock [Member] | Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Loss [Member] | Treasury Stock [Member] | |
Balance at period start (shares) at Dec. 31, 2015 | 31,299 | ||||||
Balance at period start at Dec. 31, 2015 | $ 585,073 | $ 313 | $ 324,915 | $ 414,506 | $ (53,894) | $ (100,767) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued under employee plans | (869) | (4,217) | 3,348 | ||||
Tax benefit arising from common stock issued under employee plans | 203 | 203 | |||||
Stock-based compensation | 8,375 | 8,375 | |||||
Dividends on common stock | (22,238) | (22,238) | |||||
Comprehensive income (loss): | |||||||
Foreign currency translation adjustments | (4,501) | ||||||
Pension liability (net of income tax expense/benefit) | (476) | ||||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | 345 | ||||||
Net income | 14,664 | 14,664 | |||||
Comprehensive income | 10,032 | ||||||
Balance at period end (shares) at Dec. 31, 2016 | 31,299 | ||||||
Balance at period end at Dec. 31, 2016 | 580,576 | $ 313 | 329,276 | 406,932 | (58,526) | (97,419) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued under employee plans | (217) | (3,953) | 3,736 | ||||
Stock-based compensation | 8,472 | 8,472 | |||||
Dividends on common stock | (22,334) | (22,334) | |||||
Comprehensive income (loss): | |||||||
Foreign currency translation adjustments | 13,879 | ||||||
Pension liability (net of income tax expense/benefit) | 645 | ||||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | (5,076) | ||||||
Net income | 55,487 | 55,487 | |||||
Comprehensive income | 64,935 | ||||||
Balance at period end (shares) at Dec. 31, 2017 | 31,299 | ||||||
Balance at period end at Dec. 31, 2017 | 631,432 | $ 313 | 333,795 | 440,085 | (49,078) | (93,683) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Common stock issued under employee plans | 2,694 | (2,094) | 4,788 | ||||
Stock-based compensation | 10,037 | 10,037 | |||||
Dividends on common stock | (22,477) | (22,477) | |||||
Comprehensive income (loss): | |||||||
Foreign currency translation adjustments | (8,369) | ||||||
Pension liability (net of income tax expense/benefit) | (672) | ||||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | 8,331 | ||||||
Net income | 40,854 | 40,854 | |||||
Comprehensive income | 40,144 | ||||||
Balance at period end (shares) at Dec. 31, 2018 | 31,299 | ||||||
Balance at period end at Dec. 31, 2018 | 662,270 | $ 313 | $ 341,738 | 464,851 | (55,737) | $ (88,895) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | Accounting Standards Update 2014-09 and 2018-02 [Member] | [1] | $ 440 | $ 6,389 | $ (5,949) | |||
[1] | We recorded the cumulative impact of adopting ASU 2014-09, Revenue from Contracts with Customers, (and its amendments) and ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) in 2018. See Note 16 to the consolidated financial statements for further discussion regarding the adoption of accounting standards during 2018. |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholder's Equity (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Stockholders' Equity [Abstract] | |||
Pension liability, income tax expense (benefit) | $ (213) | $ 378 | $ (279) |
Cash flow hedging gain (loss), income tax expense (benefit) | $ 2,654 | $ (2,975) | $ 202 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 40,854 | $ 55,487 | $ 14,664 |
Adjustments to reconcile net income to net cash provided by operating acitivites: | |||
Depreciation | 18,530 | 20,079 | 20,479 |
Amortization | 43,273 | 38,469 | 34,830 |
Stock-based compensation | 10,037 | 8,472 | 8,375 |
Impairment charges | 4,212 | 0 | 0 |
Deferred income taxes | 2,063 | (40,021) | (2,871) |
Gain on sale of facility | 0 | 0 | (1,890) |
Increase (decrease) in cash flows from changes in assets and liabilities, net of acquired assets | |||
Accounts receivable | (17,460) | (13,631) | (6,380) |
Inventories | (15,037) | (3,926) | 3,103 |
Accounts payable | 12,109 | (286) | 2,094 |
Income taxes | (2,193) | 4,288 | (200) |
Accrued compensation and benefits | 9,044 | 336 | (2,598) |
Other assets | (24,216) | (22,401) | (23,234) |
Other liabilities | (6,515) | 18,700 | (6,491) |
Total operating | 33,847 | 10,079 | 25,217 |
Net cash provided by operating activities | 74,701 | 65,566 | 39,881 |
Cash flows from investing activities: | |||
Payments related to business acquisitions and asset acquisitions, net of cash acquired | 0 | (16,212) | (256,450) |
Proceeds from sale of a facility | 0 | 0 | 5,178 |
Purchases of property, plant and equipment | (16,507) | (12,842) | (14,753) |
Net cash used in investing activities | (16,507) | (29,054) | (266,025) |
Cash flows from financing activities: | |||
Payments on term loan | (13,125) | (8,750) | (8,750) |
Proceeds from term loan | 0 | 0 | 175,000 |
Payments on revolving line of credit | (168,000) | (157,000) | (162,347) |
Proceeds from revolving line of credit | 153,000 | 155,000 | 225,000 |
Payments related to distribution agreement | 0 | 0 | (16,667) |
Payments on mortgage notes | (1,574) | (1,452) | (1,339) |
Payments for Contingent Consideration Related to Asset Acquisition | (21,323) | 0 | 0 |
Payments related to debt issuance costs | (913) | 0 | (5,556) |
Dividends paid on common stock | (22,443) | (22,307) | (22,213) |
Other, net | 2,113 | (372) | (585) |
Net cash provided by (used in) financing activities | (72,265) | (34,881) | 182,543 |
Effect of exchange rate changes on cash and cash equivalents | (1,040) | 3,563 | (1,475) |
Net increase (decrease) in cash and cash equivalents | (15,111) | 5,194 | (45,076) |
Cash and cash equivalents at beginning of year | 32,622 | 27,428 | 72,504 |
Cash and cash equivalents at end of year | 17,511 | 32,622 | 27,428 |
Non-cash investing and financing activities: | |||
Noncash or Part Noncash Acquisition, Intangible Assets Acquired | 8,360 | 0 | 0 |
Dividends payable | 5,626 | 5,592 | 5,566 |
Cash paid during the year for: | |||
Interest | 19,660 | 16,157 | 13,758 |
Income taxes | $ 11,048 | $ 8,869 | $ 9,588 |
Operations and Significant Acco
Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Operations and Significant Accounting Policies | Operations and Significant Accounting Policies Organization and operations CONMED Corporation (“CONMED”, the “Company”, “we” or “us”) is a medical technology company that provides surgical devices and equipment for minimally invasive procedures. The Company’s products are used by surgeons and physicians in a variety of specialties including orthopedics, general surgery, gynecology, neurosurgery, thoracic surgery and gastroenterology. Principles of consolidation The consolidated financial statements include the accounts of CONMED Corporation and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments which affect the reported amounts of assets, liabilities, related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. Cash and cash equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. Inventories Inventories are valued at the lower of cost and net realizable value determined on the FIFO (first-in, first-out) cost method. We write-off excess and obsolete inventory resulting from the inability to sell our products at prices in excess of current carrying costs. We make estimates regarding the future recoverability of the costs of our products and record a provision for excess and obsolete inventories based on historical experience and expected future trends. Property, plant and equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the following estimated useful lives: Building and improvements 12 to 40 years Leasehold improvements Shorter of life of asset or life of lease Machinery and equipment 2 to 15 years Goodwill and other intangible assets We have a history of growth through acquisitions. Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Factors that contribute to the recognition of goodwill include synergies that are specific to our business and are expected to increase net sales and profits; acquisition of a talented workforce; cost savings opportunities; the strategic benefit of expanding our presence in core and adjacent markets; and diversifying our product portfolio. Customer and distributor relationships, trademarks, tradenames, developed technology, patents and other intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses. Sales representation, marketing and promotional rights represent intangible assets created under our agreement with Musculoskeletal Transplant Foundation (“MTF”). Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to at least annual impairment testing. It is our policy to perform our annual impairment testing in the fourth quarter. The identification and measurement of goodwill impairment involves the estimation of the fair value of our business. Estimates of fair value are based on the best information available as of the date of the assessment. We completed our goodwill impairment testing during the fourth quarter of 2018 . We performed our impairment test utilizing the market capitalization approach to determine whether the fair value of a reporting unit is less than its carrying amount. Based upon our assessment, the fair value continues to exceed carrying value. Intangible assets with a finite life are amortized over the estimated useful life of the asset and are evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of an intangible asset subject to amortization is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. An impairment loss is recognized by reducing the carrying amount of the intangible asset to its current fair value. For all other indefinite-lived intangible assets, we perform a qualitative impairment test. Based upon this assessment, we have determined that our indefinite-lived intangible assets are not impaired. Other long-lived assets We review other long-lived assets consisting of property, plant and equipment and field inventory for impairment whenever events or circumstances indicate that such carrying amounts may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value to its current fair value. The Company maintains field inventory consisting of capital equipment for customer demonstration and evaluation purposes. Field inventory is generally not sold to customers but rather continues to be used over its useful life for demonstration, evaluation and loaner purposes. An annual wear and tear provision has been recorded on field inventory. The net book value of such equipment at December 31, 2018 and 2017 is $50.4 million and $52.4 million , respectively. Translation of foreign currency financial statements Assets and liabilities of foreign subsidiaries have been translated into United States dollars at the applicable rates of exchange in effect at the end of the period reported. Revenues and expenses have been translated at the applicable weighted average rates of exchange in effect during the period reported. Translation adjustments are reflected in accumulated other comprehensive loss. Transaction gains and losses are included in net income. Foreign exchange and hedging activity We manage our foreign currency transaction risks through the use of forward contracts to hedge forecasted cash flows associated with foreign currency transaction exposures. We account for these forward contracts as cash flow hedges. To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in current earnings but are included in accumulated other comprehensive loss. These changes in fair value will be reclassified into earnings as a component of sales or cost of sales when the forecasted transaction occurs. We also enter into forward contracts to exchange foreign currencies for United States dollars in order to hedge our currency transaction exposures on intercompany receivables denominated in foreign currencies. These forward contracts settle each month at month-end, at which time we enter into new forward contracts. We have not designated these forward contracts as hedges and have not applied hedge accounting to them. We record these forward contracts at fair value with resulting gains and losses included in selling and administrative expense in the consolidated statements of comprehensive income. Income taxes Deferred income tax assets and liabilities are based on the difference between the financial statement and tax basis of assets and liabilities and operating loss and tax credit carryforwards as measured by the enacted tax rates that are anticipated to be in effect in the respective jurisdictions when these differences reverse. The deferred income tax provision generally represents the net change in the assets and liabilities for deferred income taxes. A valuation allowance is established when it is necessary to reduce deferred income tax assets to amounts for which realization is likely. In assessing the need for a valuation allowance, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards following tax law ordering rules. Valuation allowances related to deferred tax assets may be impacted by changes to tax laws, changes to statutory tax rates, reversal of temporary differences and ongoing and future taxable income levels. Deferred income taxes are not provided on the unremitted earnings of subsidiaries outside of the United States earned after December 31, 2017 as it is expected that these earnings are permanently reinvested. Such earnings may become taxable upon a repatriation of assets from a subsidiary or the sale or liquidation of a subsidiary. Deferred income taxes are provided when the Company no longer considers subsidiary earnings to be permanently invested, such as in situations where the Company’s subsidiaries plan to make future dividend distributions. Revenue recognition 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 at which point the performance obligation is satisfied and the customer obtains control of the product. • We place certain of our capital equipment with customers on a loaned basis and at no charge in exchange 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. • We recognize revenues in accordance with the terms of our agreement with MTF on a net basis as our role is that of an agent earning a commission or fee. MTF is responsible for the sourcing, processing and distribution of allograft tissue for sports medicine procedures while the Company represents, markets and promotes MTF’s sports medicine allograft tissues to customers. The Company is paid a Fee by MTF which is calculated as a percentage of the net amounts invoiced by MTF to customers for sports medicine allograft tissues. The Company accounts for the services provided to MTF as a series of distinct performance obligations and each service is recognized over time as MTF simultaneously receives and consumes the benefit. • 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 $14.0 million , $13.1 million and $13.4 million for 2018 , 2017 and 2016 , 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 is adequate to provide for probable losses resulting from accounts receivable. • 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. Please refer to Note 9 and Note 16 for further detail on revenue and the impact of adopting Accounting Standards Update ("ASU") No. 2014-09, Revenue from Contracts with Customers, during 2018 . Earnings per share Basic earnings per share (“basic EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding resulting from employee stock options, restricted stock units, performance share units and stock appreciation rights during the period. The following table sets forth the computation of basic and diluted earnings per share at December 31, 2018 , 2017 and 2016 , respectively: 2018 2017 2016 Net income $ 40,854 $ 55,487 $ 14,664 Basic-weighted average shares outstanding 28,118 27,939 27,804 Effect of dilutive potential securities 772 232 160 Diluted-weighted average shares outstanding 28,890 28,171 27,964 Net income (per share) Basic $ 1.45 $ 1.99 $ 0.53 Diluted 1.41 1.97 0.52 The shares used in the calculation of diluted EPS exclude options and stock appreciation rights ("SARs") to purchase shares where the exercise price was greater than the average market price of common shares for the year and the effect of the inclusion would be anti-dilutive. Such shares aggregated approximately 0.7 million , 1.2 million and 1.4 million at December 31, 2018 , 2017 and 2016 , respectively. Stock-based compensation All share-based payments to employees, including grants of employee stock options, restricted stock units, performance share units and stock appreciation rights are recognized in the financial statements based at their fair values. Compensation expense is generally recognized using a straight-line method over the vesting period. Compensation expense for performance share units is recognized using the graded vesting method. We issue shares under our stock based compensation plans out of treasury stock whereby treasury stock is reduced by the weighted average cost of such treasury stock. To the extent there is a difference between the cost of the treasury stock and the exercise price of shares issued under stock based compensation plans, we record gains to paid in capital; losses are recorded to paid in capital to the extent any gain was previously recorded, otherwise the loss is recorded to retained earnings. Accumulated other comprehensive loss Accumulated other comprehensive loss consists of the following: Cash Flow Hedging Gain (Loss) Pension Liability Foreign Currency Translation Adjustments Accumulated Other Comprehensive Loss Balance, December 31, 2015 $ 1,201 $ (25,982 ) $ (29,113 ) $ (53,894 ) Other comprehensive income (loss) before reclassifications, net of tax 1,088 (2,229 ) (4,501 ) (5,642 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) (1,179 ) 2,780 — 1,601 Income tax 436 (1,027 ) — (591 ) Net current-period other comprehensive income (loss) 345 (476 ) (4,501 ) (4,632 ) Balance, December 31, 2016 $ 1,546 $ (26,458 ) $ (33,614 ) $ (58,526 ) Other comprehensive income (loss) before reclassifications, net of tax (5,529 ) (1,142 ) 13,879 7,208 Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) 718 2,835 — 3,553 Income tax (265 ) (1,048 ) — (1,313 ) Net current-period other comprehensive income (loss) (5,076 ) 645 13,879 9,448 Balance, December 31, 2017 $ (3,530 ) $ (25,813 ) $ (19,735 ) $ (49,078 ) Other comprehensive income (loss) before reclassifications, net of tax 7,197 (2,711 ) (8,369 ) (3,883 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) 913 2,689 — 3,602 Income tax 221 (650 ) — (429 ) Net current-period other comprehensive income (loss) 8,331 (672 ) (8,369 ) (710 ) Cumulative effect of change in accounting principle (b) (716 ) (5,233 ) — (5,949 ) Balance, December 31, 2018 $ 4,085 $ (31,718 ) $ (28,104 ) $ (55,737 ) (a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 15 and Note 11, respectively, for further details. (b) We recorded the cumulative impact of adopting ASU 2018-02 in 2018, which allows for the elimination of the stranded tax effects of Tax Reform through a reclassification between accumulated other comprehensive income (loss) and retained earnings. See Note 16 to the consolidated financial statements for further discussion regarding the adoption of this accounting standard. |
Business Acqusition
Business Acqusition | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Acquisition | Business Acquisition On January 4, 2016, we acquired all of the stock of SurgiQuest, Inc. ("SurgiQuest") for $257.7 million in cash (based on an aggregate purchase price of $265 million as adjusted pursuant to the merger agreement governing the acquisition). SurgiQuest developed, manufactured and marketed the AirSeal ® System, the first integrated access management technology for use in laparoscopic and robotic procedures. This proprietary and differentiated access system is complementary to our current general surgery offering. The acquisition was funded through a combination of cash on hand and long-term borrowings. The unaudited pro forma information for the year ended December 31, 2016, assuming SurgiQuest occurred as of January 1, 2015 are presented below. This information has been prepared for comparative purposes only and does not purport to be indicative of the results of operations which actually would have resulted had the SurgiQuest acquisition occurred on the dates indicated, or which may result in the future. December 31, 2016 Net sales $ 763,520 Net income 29,153 These pro forma results include certain adjustments, primarily due to increases in amortization expense due to fair value adjustments of intangible assets, increases in interest expense due to additional borrowings incurred to finance the acquisition, and acquisition related costs including transaction costs such as legal, accounting, valuation and other professional services as well as integration costs such as severance and retention. Net sales associated with SurgiQuest of $68.4 million have been recorded in the consolidated statement of comprehensive income for the year ended December 31, 2016. It is impracticable to determine the earnings recorded in the consolidated statement of comprehensive income associated with the SurgiQuest acquisition for the year ended December 31, 2016 as these amounts are not separately measured. On February 11, 2019 , we acquired Buffalo Filter and all of the issued and outstanding common stock of Palmerton Holdings, Inc. from Filtration Group FGC LLC (the “Buffalo Filter Acquisition”) for approximately $365 million , in cash, subject to customary adjustments for working capital, cash held by Buffalo Filter at closing, indebtedness of Buffalo Filter, expenses related to the transaction and other related fees and expenses. Refer to Note 17 for further details. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at December 31: 2018 2017 Raw materials $ 45,898 $ 41,844 Work in process 15,000 14,666 Finished goods 93,701 84,926 $ 154,599 $ 141,436 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following at December 31: 2018 2017 Land $ 4,027 $ 4,027 Building and improvements 92,470 91,766 Machinery and equipment 227,795 219,675 Construction in progress 8,043 7,837 332,335 323,305 Less: Accumulated depreciation (219,090 ) (207,076 ) $ 113,245 $ 116,229 Internal-use software, included in gross machinery and equipment at December 31, 2018 and 2017 was $47.8 million and $45.3 million , respectively, with related accumulated depreciation of $34.5 million and $30.4 million , respectively. Internal use software depreciation expense was $4.7 million , $4.5 million and $4.0 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. We lease various manufacturing facilities, office facilities and equipment under operating and capital leases. Leasehold improvements related to these facilities are included in building and improvements above. Rental expense on operating leases was approximately $8.7 million , $6.5 million and $6.0 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. During 2018 and 2017 , we entered into capital lease obligations of $0.2 million and $0.8 million in connection with the purchase of equipment. The aggregate future minimum lease commitments for leases at December 31, 2018 are as follows: Operating Leases Capital Leases 2019 $ 8,759 $ 347 2020 5,520 217 2021 2,929 21 2022 2,406 75 2023 1,563 — Thereafter 1,497 — |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 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 years ended December 31, are as follows: 2018 2017 Balance as of January 1, $ 401,954 $ 397,664 Goodwill resulting from business combinations — 2,209 Foreign currency translation (1,514 ) 2,081 Balance as of December 31, $ 400,440 $ 401,954 During 2017, we entered into a business combination for which we recorded $2.2 million to goodwill. Total accumulated goodwill impairment losses aggregated $107.0 million at December 31, 2018 and 2017, respectively . Other intangible assets consist of the following: December 31, 2018 December 31, 2017 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible assets with definite lives: Customer and distributor relationships 29 $ 214,577 $ (97,131 ) $ 214,685 $ (86,137 ) Sales representation, marketing and promotional rights 25 149,376 (42,000 ) 149,376 (36,000 ) Patents and other intangible assets 14 61,473 (44,242 ) 69,668 (42,127 ) Developed technology 16 91,965 (7,369 ) 62,283 (3,352 ) Intangible assets with indefinite lives : Trademarks and tradenames 86,544 — 86,544 — 24 $ 603,935 $ (190,742 ) $ 582,556 $ (167,616 ) On January 3, 2012, the Company entered into an agreement with MTF to obtain the right to represent, market, and promote MTF's allograft tissues within the field of sports medicine. The initial consideration from the Company included a $63.0 million up-front payment for the rights and certain assets, with an additional $84.0 million contingently payable over a four year period depending on MTF meeting supply targets for tissue. On January 6, 2016, we paid the final $16.7 million additional consideration installment. Amortization expense related to intangible assets which are subject to amortization totaled $23.2 million , $21.3 million and $20.0 million for the years ending December 31, 2018, 2017 and 2016 , respectively, and is included as a reduction of revenue (for amortization related to our sales representation, marketing and promotional rights) and in selling and administrative expense (for all other intangible assets) in the consolidated statements of comprehensive income. Included in developed technology is $21.3 million of earn-out consideration that was paid during 2018 and an additional accrual of $8.4 million that is considered probable as of December 31, 2018 associated with a prior asset acquisition. The accrual is recorded in other current liabilities at December 31, 2018 . This developed technology has a weighted average useful life of 15 years. During the year ended December 31, 2018 , the Company wrote off $9.5 million related to an in-process research and development asset and recorded the net charge to research and development expense. Refer to Notes 12 and 13 for further details. The estimated amortization expense related to intangible assets at 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 2019 17,978 6,000 $ 23,978 2020 17,995 6,000 $ 23,995 2021 17,042 6,000 $ 23,042 2022 15,583 6,000 $ 21,583 2023 14,879 6,000 $ 20,879 |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long Term Debt Long-term debt consists of the following at December 31: 2018 2017 Revolving line of credit $ 312,000 $ 327,000 Term loan, net of deferred debt issuance costs of $311 and $467 in 2018 and 2017, respectively 144,064 157,033 Mortgage notes 836 2,410 Total debt 456,900 486,443 Less: Current portion 18,336 14,699 Total long-term debt $ 438,564 $ 471,744 On January 4, 2016, we entered into a fifth amended and restated senior credit agreement consisting of: (a) a $175.0 million term loan facility and (b) a $525.0 million revolving credit facility both expiring on January 4, 2021. The term loan is payable in quarterly installments increasing over the term of the facility. Proceeds from the term loan facility and borrowings under the revolving credit facility were used to repay the then existing senior credit agreement and to finance the acquisition of SurgiQuest. Interest rates are at LIBOR plus an interest rate margin (the total of which is equal to 4.405% at December 31, 2018 ). For those borrowings where we elect to use the alternate base rate, the base rate is the greatest of (i) the Prime Rate, (ii) the Federal Funds Rate plus 0.50% or (iii) the one-month Eurocurrency Rate plus 1.00% , plus, in each case, an interest rate margin. In conjunction with this agreement, we incurred charges included in other expense in the 2016 statement of comprehensive income related to commitment fees paid to certain of our lenders, which provided a financing commitment for the SurgiQuest acquisition totaling $2.7 million and recorded a loss on the early extinguishment of debt of $0.3 million . There were $144.4 million in borrowings outstanding on the term loan as of December 31, 2018 . There were $312.0 million in borrowings outstanding under the revolving credit facility as of December 31, 2018 . Our available borrowings on the revolving credit facility at December 31, 2018 were $210.0 million with approximately $3.0 million of the facility set aside for outstanding letters of credit. The fifth amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The fifth amended and restated senior credit agreement contains covenants and restrictions which, among other things, require the maintenance of certain financial ratios and restrict dividend payments and the incurrence of certain indebtedness and other activities, including acquisitions and dispositions. We were in full compliance with these covenants and restrictions as of December 31, 2018 . We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales. As described in Note 17, on February 7, 2019 we entered into a sixth amended and restated senior credit agreement consisting of: (a) a $265.0 million term loan facility and (b) a $585.0 million revolving credit facility. The revolving credit facility will terminate and the loans outstanding under the term loan facility will expire on the earlier of (i) February 7, 2024 or (ii) 91 days prior to the earliest scheduled maturity date of the $345.0 million in 2.625% convertible notes due in 2024 described below, (if, as of such date, more than $150.0 million in aggregate principal amount of such convertible notes (or any refinancing thereof) remains outstanding). The term loan is payable in quarterly installments increasing over the term of the facility and borrowing . As further described in Note 17, on January 29, 2019, we issued $345.0 million in 2.625% convertible notes due in 2024. We have a mortgage note outstanding in connection with the Largo, Florida property and facilities bearing interest at 8.25% per annum with semiannual payments of principal and interest through June 2019. The principal balance outstanding on the mortgage note aggregated $0.8 million at December 31, 2018 . The mortgage note is collateralized by the Largo, Florida property and facilities. The scheduled maturities of long-term debt outstanding at December 31, 2018 are as follows: 2019 $ 18,336 2020 17,500 2021 421,375 2022 — 2023 — Thereafter — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes for the years ended December 31, 2018 , 2017 and 2016 consists of the following: 2018 2017 2016 Current tax expense: Federal $ (1,077 ) $ 1,744 $ 312 State 777 2,101 159 Foreign 8,036 9,421 7,111 7,736 13,266 7,582 Deferred income tax expense (benefit) 2,063 (40,021 ) (2,871 ) Provision (benefit) for income taxes $ 9,799 $ (26,755 ) $ 4,711 A reconciliation between income taxes computed at the statutory federal rate and the provision (benefit) for income taxes for the years ended December 31, 2018 , 2017 and 2016 follows: 2018 2017 2016 Tax provision at statutory rate based on income before income taxes 21.0 % 35.0 % 35.0 % US tax reform 1.8 (111.0 ) — International tax reform (3.6 ) — — Consolidated group restructuring — (7.4 ) — Foreign income taxes 3.6 (5.3 ) (6.8 ) Federal research credit (2.8 ) (2.8 ) (5.6 ) Settlement of taxing authority examinations (0.7 ) (2.1 ) (3.5 ) Stock-based compensation (1.6 ) (2.1 ) — European permanent deduction (0.2 ) (0.5 ) (3.4 ) Non deductible/non-taxable items (1.2 ) (0.5 ) 7.2 State income taxes, net of federal tax benefit 1.6 2.8 1.7 US tax on worldwide earnings at different rates 2.9 — — Other, net (1.5 ) 0.8 (0.3 ) 19.3 % (93.1 )% 24.3 % The 2017 Tax Cuts and Jobs Act ("Tax Reform") was enacted on December 22, 2017. The Tax Reform included a number of changes in existing tax law impacting businesses, including a one-time deemed repatriation of cumulative undistributed foreign earnings and a permanent reduction in the U.S. federal statutory rate from 35% to 21% , effective on January 1, 2018. Under U.S. GAAP, changes in tax rates and tax law were accounted for in 2017, the period of enactment, and deferred tax assets and liabilities were measured at the enacted tax rate. The 2017 rate reconciliation included the Company’s assessment of the accounting under the Tax Reform which was preliminary based on information that was available to management at the time the consolidated financial statements were prepared. Estimated provisional amounts were recorded for the deemed repatriation toll charge implemented by the Tax Reform, related foreign tax credits, deferred tax revaluation amounts and deferred tax liabilities on unremitted earnings. Accordingly, the Company had determined a preliminary $31.9 million of tax benefit related to Tax Reform. Staff Accounting Bulletin No. 118 provided for a one-year measurement period to finalize these estimated provisional amounts. During 2018, the Company finalized its accounting and recorded $1.3 million of tax expense related to the revaluation of certain deferred tax items. This expense was offset in part by $0.4 million of tax benefit primarily resulting from finalization of the deemed repatriation toll charge, related foreign tax credits and adjustments to foreign withholding amounts. The final tax benefit related to Tax Reform was $31.0 million . 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 has completed its evaluation of this election to account for GILTI and has adopted the period cost method. The net impact of GILTI including the allowable GILTI deduction is presented in the rate reconciliation as a component of “US tax on worldwide earnings at different rates” and is offset in part by the Foreign Derived Intangible Income deduction (“FDII”). The tax effects of the significant temporary differences which comprise the deferred income tax assets and liabilities at December 31, 2018 and 2017 are as follows: 2018 2017 Assets: Inventory $ 4,096 $ 2,420 Net operating losses 7,358 11,091 Capitalized research and development 7,214 8,557 Deferred compensation 2,085 1,749 Accounts receivable 2,296 1,855 Compensation and benefits 5,434 4,138 Accrued pension 3,205 2,695 Research and development credit 8,585 8,957 Other 2,235 9,342 Less: valuation allowances (1,159 ) (570 ) 41,349 50,234 Liabilities: Goodwill and intangible assets 100,108 102,099 Depreciation 1,345 3,333 State taxes 12,212 11,709 Unremitted foreign earnings 3,583 6,000 Contingent interest — 40 117,248 123,181 Net liability $ (75,899 ) $ (72,947 ) Income before income taxes consists of the following U.S. and foreign income: 2018 2017 2016 U.S. income (loss) $ 24,320 $ 1,492 $ (6,128 ) Foreign income 26,333 27,240 25,503 Total income $ 50,653 $ 28,732 $ 19,375 As of December 31, 2018 , the amount of federal net operating loss carryforward was $29.5 million and begins to expire in 2026. As of December 31, 2018 , the amount of federal research credit carryforward available was $8.6 million . These credits begin to expire in 2027. In accordance with Tax Reform and SAB 118 measurement period adjustments, the Company has finalized the federal and state tax liabilities accrued on cumulative foreign subsidiary earnings at December 31, 2017. In addition, we have accrued a liability for foreign withholding taxes related to the amount of unremitted earnings at December 31, 2017 as they are not considered permanently reinvested. However, it is our intention to indefinitely reinvest all future foreign earnings for all periods occurring after December 31, 2017. The amount of such untaxed foreign earnings for the periods occurring after December 2017 totaled $18.4 million . If we were to repatriate these funds, we would be required to accrue and pay taxes on such amounts. The Company has estimated foreign withholding taxes of $0.6 million would be due if these earnings were repatriated. The Company is subject to taxation in the United States and various states and foreign jurisdictions. Taxing authority examinations can involve complex issues and may require an extended period of time to resolve. Our federal income tax returns have been examined by the Internal Revenue Service (“IRS”) for calendar years ending through 2016. We recognize tax liabilities in accordance with the provisions for accounting for uncertainty in income taxes. Such guidance prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The following table summarizes the activity related to our unrecognized tax benefits for the years ending December 31,: 2018 2017 2016 Balance as of January 1, $ 2,943 $ 1,839 $ 616 Increases (decreases) for positions taken in prior periods (250 ) (246 ) — Increases for positions taken in current periods 1,017 1,957 1,584 Decreases in unrecorded tax positions related to settlement with the taxing authorities (370 ) (607 ) (361 ) Decreases in unrecorded tax positions related to lapse of statute of limitations (267 ) — — Balance as of December 31, $ 3,073 $ 2,943 $ 1,839 If the total unrecognized tax benefits of $3.1 million at December 31, 2018 were recognized, it would reduce our annual effective tax rate. The amount of interest accrued in 2016 , 2017 and 2018 related to these unrecognized tax benefits was not material and is included in the provision (benefit) for income taxes in the consolidated statements of comprehensive income. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity On February 29, 2012, the Board of Directors adopted a cash dividend policy and declared an initial quarterly dividend of $0.15 per share. On October 28, 2013, the Board of Directors increased the quarterly dividend to $0.20 per share. The total dividend per share was $0.80 for each of 2018, 2017 and 2016. The fourth quarter dividend for 2018 was paid on January 7, 2019 to shareholders of record as of December 14, 2018 . The total dividend payable was $5.6 million at both December 31, 2018 and 2017 , and is included in other current liabilities in the consolidated balance sheet. Our shareholders have authorized 500,000 shares of preferred stock, par value $.01 per share, which may be issued in one or more series by the Board of Directors without further action by the shareholders. As of December 31, 2018 and 2017 , no preferred stock had been issued. Our Board of Directors has authorized a $200.0 million share repurchase program. Through December 31, 2018 , we have repurchased a total of 6.1 million shares of common stock aggregating $162.6 million under this authorization and have $37.4 million remaining available for share repurchases. The repurchase program calls for shares to be purchased in the open market or in private transactions from time to time. We may suspend or discontinue the share repurchase program at any time. During 2018 , 2017 , and 2016 we did not repurchase any shares. We have reserved 13.3 million shares of common stock for issuance to employees and directors under two shareholder approved share-based compensation plans (the "Plans") of which approximately 4.7 million shares remain available for grant at December 31, 2018 . The exercise price on all outstanding stock options and stock appreciation rights (“SARs”) is equal to the quoted fair market value of the stock at the date of grant. Restricted stock units (“RSUs”) and performance stock units (“PSUs”) are valued at the market value of the underlying stock on the date of grant. Stock options, SARs, RSUs and PSUs are non-transferable other than on death and generally become exercisable over a four to five year period from date of grant. Stock options and SARs expire ten years from date of grant. SARs are only settled in shares of the Company’s stock. The issuance of shares pursuant to the exercise of stock options and SARs and vesting of RSUs and PSUs are from the Company’s treasury stock. Total pre-tax stock-based compensation expense recognized in the consolidated statements of comprehensive income was $10.0 million , $8.5 million and $8.4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. These amounts are included in selling and administrative expenses, and in 2016 $0.7 million of the total relates to acceleration of awards associated with the Company's restructuring as further described in Note 13. Tax related benefits of $2.3 million , $2.0 million and $3.1 million were also recognized for the years ended December 31, 2018 , 2017 and 2016 , respectively. Cash received from the exercise of stock options was $3.5 million , $1.0 million and $0.0 million for the years ended December 31, 2018 , 2017 and 2016 , respectively, and is reflected in cash flows from financing activities in the consolidated statements of cash flows. The Company uses the Black-Scholes option pricing model to estimate the fair value of stock options and SARs at the date of grant. Use of a valuation model requires management to make certain assumptions with respect to select model inputs. Expected volatilities are based upon historical volatility of the Company’s stock over a period equal to the expected life of each stock option and SAR grant. The risk free interest rate is based on the stock option and SAR grant date for a traded U.S. Treasury bond with a maturity date closest to the expected life. The expected annual dividend yield is based on the Company's anticipated cash dividend payouts. The expected life represents the period of time that the stock options and SARs are expected to be outstanding based on a study of historical data of option holder exercise and termination behavior. Forfeitures are recognized as incurred. The following table illustrates the assumptions used in estimating fair value in the years ended December 31, 2018 , 2017 and 2016 : 2018 2017 2016 Grant date fair value of stock options and SARs $ 14.78 $ 10.07 $ 8.61 Expected stock price volatility 25.69 % 27.63 % 26.88 % Risk-free interest rate 2.62 % 2.11 % 1.45 % Expected annual dividend yield 1.34 % 1.87 % 2.10 % Expected life of options & SARs (years) 5.7 5.8 6.0 The following table illustrates the stock option and SAR activity for the year ended December 31, 2018 : Number of Shares (in 000’s) Weighted- Average Exercise Price Outstanding at December 31, 2017 2,308 $ 42.75 Granted 839 $ 59.64 Forfeited (123 ) $ 44.59 Exercised (173 ) $ 42.20 Outstanding at December 31, 2018 2,851 $ 47.67 Exercisable at December 31, 2018 797 $ 43.23 Stock options & SARs expected to vest 2,053 $ 49.40 The weighted average remaining contractual term for SARs and stock options outstanding and exercisable at December 31, 2018 was 7.8 years and 6.7 years, respectively. The aggregate intrinsic value of SARs and stock options outstanding and exercisable at December 31, 2018 was $47.2 million and $16.7 million , respectively. The aggregate intrinsic value of stock options and SARs exercised during the years ended December 31, 2018 , 2017 and 2016 was $4.2 million , $2.7 million and $1.4 million , respectively. The following table illustrates the RSU and PSU activity for the year ended December 31, 2018 : Number of Shares (in 000’s) Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2017 228 $ 41.66 Granted 31 $ 61.76 Vested (66 ) $ 45.81 Forfeited (6 ) $ 45.03 Outstanding at December 31, 2018 187 $ 43.46 The weighted average fair value of awards of RSUs granted in the years ended December 31, 2018 , 2017 and 2016 was $61.76 , $48.32 and $40.27 , respectively. The total fair value of RSUs and PSUs vested was $3.0 million , $3.4 million and $4.7 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. As of December 31, 2018 , there was $21.3 million of total unrecognized compensation cost related to nonvested stock options, SARs, RSUs and PSUs granted under the Plans which is expected to be recognized over a weighted average period of 3.3 years. We offer to our employees a shareholder-approved Employee Stock Purchase Plan (the “Employee Plan”), under which we have reserved 1.0 million shares of common stock for issuance to our employees. The Employee Plan provides employees with the opportunity to invest from 1% to 10% of their annual salary to purchase shares of CONMED common stock at a purchase price equal to 95% of the fair market value of the common stock on the exercise date. During 2018 , we issued approximately 16,800 shares of common stock under the Employee Plan. No stock-based compensation expense has been recognized in the accompanying consolidated financial statements as a result of common stock issuances under the Employee Plan. |
Revenues (Notes)
Revenues (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Revenues [Abstract] | |
Revenue from Contract with Customer | Revenues The following tables present revenue disaggregated by product line and timing of revenue recognition for the years ended December 31, 2018, 2017 and 2016 : 2018 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 413,630 $ 411,391 $ 825,021 Services transferred over time 33,098 1,515 34,613 Total sales from contracts with customers $ 446,728 $ 412,906 $ 859,634 2017 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 396,147 $ 366,672 $ 762,819 Services transferred over time 32,797 776 33,573 Total sales from contracts with customers $ 428,944 $ 367,448 $ 796,392 2016 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 391,114 $ 341,276 $ 732,390 Services transferred over time 30,989 141 31,130 Total sales from contracts with customers $ 422,103 $ 341,417 $ 763,520 Revenue disaggregated by primary geographic market where the products are sold is included in Note 10. Contract liability balances related to the sale of extended warranties to customers are as follows: December 31, 2018 December 31, 2017 Contract Liability $ 11,043 $ 7,786 Revenue recognized during years ended December 31, 2018 , 2017 and 2016 from amounts included in contract liabilities at the beginning of the period were $5.0 million , $3.9 million and $3.5 million , respectively. There were no material contract assets as of December 31, 2018 and December 31, 2017 . |
Business Segments and Geographi
Business Segments and Geographic Areas | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Business Segments and Geographic Areas | Business Segments and Geographic Areas We are accounting and reporting for our business as a single operating segment entity engaged in the development, manufacturing and sale on a global basis of surgical devices and related equipment. Our chief operating decision maker (the CEO) evaluates the various global product portfolios on a net sales basis and evaluates profitability, investment, cash flow metrics and allocates resources 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 fees related to sales representation, 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 and primary geographic market where the products are sold, are as follows for the years ended December 31, 2018, 2017 and 2016 : 2018 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 172,462 $ 276,186 $ 448,648 Americas (excluding the United States) 66,519 31,009 97,528 Europe, Middle East & Africa 112,998 53,565 166,563 Asia Pacific 94,749 52,146 146,895 Total sales from contracts with customers $ 446,728 $ 412,906 $ 859,634 2017 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 167,602 $ 243,439 $ 411,041 Americas (excluding the United States) 60,439 30,730 91,169 Europe, Middle East & Africa 106,921 48,928 155,849 Asia Pacific 93,982 44,351 138,333 Total sales from contracts with customers $ 428,944 $ 367,448 $ 796,392 2016 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 171,158 $ 227,949 $ 399,107 Americas (excluding the United States) 56,773 30,759 87,532 Europe, Middle East & Africa 103,709 44,276 147,985 Asia Pacific 90,463 38,433 128,896 Total sales from contracts with customers $ 422,103 $ 341,417 $ 763,520 Sales are attributed to countries based on the location of the customer. There were no significant investments in long-lived assets located outside the United States at December 31, 2018 and 2017 . No single customer represented over 10% of our consolidated net sales for the years ended December 31, 2018 , 2017 and 2016 . |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor an employee savings plan (“401(k) plan”) covering substantially all of our United States based employees. We also sponsor a defined benefit pension plan (the “pension plan”) that was frozen in 2009. It covered substantially all our United States based employees at the time it was frozen. Total employer contributions to the 401(k) plan were $8.3 million , $7.5 million and $7.1 million during the years ended December 31, 2018 , 2017 and 2016 , respectively. We use a December 31, measurement date for our pension plan. Cumulative gains and losses in excess of 10% of the greater of the benefit obligation or the market-related value of assets are amortized on a straight-line basis over the lesser of the expected average remaining life expectancy of the plan's participants or 12 years. The limit of 12 years is adjusted to reflect the percentage change in the average remaining service period for the plan's active membership. The following table provides a reconciliation of the projected benefit obligation, plan assets and funded status of the pension plan at December 31: 2018 2017 Accumulated benefit obligation $ 80,776 $ 87,765 Change in benefit obligation Projected benefit obligation at beginning of year $ 87,765 $ 82,005 Service cost 675 603 Interest cost 2,806 2,773 Actuarial gain (loss) (7,430 ) 6,556 Benefits paid (2,104 ) (1,976 ) Settlements (936 ) (2,196 ) Projected benefit obligation at end of year $ 80,776 $ 87,765 Change in plan assets Fair value of plan assets at beginning of year $ 74,932 $ 69,061 Actual gain (loss) on plan assets (5,585 ) 10,043 Benefits paid (2,104 ) (1,976 ) Settlements (936 ) (2,196 ) Fair value of plan assets at end of year $ 66,307 $ 74,932 Funded status $ (14,469 ) $ (12,833 ) Amounts recognized in the consolidated balance sheets consist of the following at December 31,: 2018 2017 Other long-term liabilities $ (14,469 ) $ (12,833 ) Accumulated other comprehensive loss (41,822 ) (40,937 ) Accumulated other comprehensive loss for the years ended December 31, 2018 and 2017 consists of net actuarial losses not yet recognized in net periodic pension cost (before income taxes). The following actuarial assumptions were used to determine our accumulated and projected benefit obligations as of December 31,: 2018 2017 Discount rate 4.37 % 3.69 % Other changes in plan assets and benefit obligations recognized in other comprehensive income in 2018 and 2017 are as follows: 2018 2017 Current year actuarial loss $ (3,574 ) $ (1,812 ) Amortization of actuarial loss 2,689 2,835 Total recognized in other comprehensive loss $ (885 ) $ 1,023 The estimated portion of net actuarial loss in accumulated other comprehensive loss that is expected to be recognized as a component of net periodic pension cost in 2019 is $2.9 million . Net periodic pension cost for the years ended December 31, consists of the following: 2018 2017 2016 Service cost $ 675 $ 603 $ 452 Interest cost on projected benefit obligation 2,806 2,773 2,878 Expected return on plan assets (5,418 ) (5,300 ) (5,189 ) Amortization of loss 2,689 2,835 2,780 Net periodic pension cost $ 752 $ 911 $ 921 The following actuarial assumptions were used to determine our net periodic pension benefit cost for the years ended December 31,: 2018 2017 2016 Discount rate on benefit obligation 3.69 % 4.28 % 4.54 % Effective rate for interest on benefit obligation 3.28 % 3.49 % 3.77 % Expected return on plan assets 7.50 % 8.00 % 8.00 % We use a full yield curve approach in the estimation of the interest cost component of net periodic pension cost by applying the specific spot rates along the yield curve used in the determination of the benefit obligation that correlates to the relevant projected cash flows ("spot rate approach"). In determining the expected return on pension plan assets, we consider the relative weighting of plan assets, the historical performance of total plan assets and individual asset classes and economic and other indicators of future performance. In addition, we consult with financial and investment management professionals in developing appropriate targeted rates of return. Asset management objectives include maintaining an adequate level of diversification to reduce interest rate and market risk and providing adequate liquidity to meet immediate and future benefit payment requirements. The allocation of pension plan assets by category is as follows at December 31,: Percentage of Pension Plan Assets Target Allocation 2018 2017 2019 Equity securities 71 % 87 % 70 % Debt securities 29 13 30 Total 100 % 100 % 100 % As of December 31, 2018 , the pension plan held 27,562 shares of our common stock, which had a fair value of $1.8 million . We believe that our long-term asset allocation on average will approximate the targeted allocation. We regularly review our actual asset allocation and periodically rebalance the pension plan’s investments to our targeted allocation when deemed appropriate. FASB guidance defines fair value and establishes a framework for measuring fair value and related disclosure requirements as described in Note 15. Following is a description of the valuation methodologies used for our pension assets. There have been no changes in the methodologies used at December 31, 2018 and 2017 : Common Stock: Common stock is valued at the closing price reported on the common stock’s respective stock exchange and is classified within level 1 of the valuation hierarchy. Fixed Income Securities: Valued at the closing price reported on the active market on which the individual securities are traded and are classified within level 1 of the valuation hierarchy. Money Market Fund: These investments are public investment vehicles valued using the Net Asset Value (NAV). Mutual Funds: These investments are public investment vehicles valued using the Net Asset Value (NAV) provided by the administrator of the fund. The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the pension plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table sets forth the value of the pension plan's assets as of December 31, 2018 and December 31, 2017 : 2018 2017 Investments measured at fair value: Level 1 Common Stock $ 6,362 $ 36,643 Fixed Income Securities 17,640 7,974 Total Investments measured at fair value 24,002 44,617 Investments measured at NAV: Money Market Fund 1,385 1,517 Mutual Funds 40,920 28,798 Total Investments measured at NAV 42,305 30,315 Total Investments $ 66,307 $ 74,932 We do not expect to make any contributions to our pension plan for 2019 . The following table summarizes the benefits and settlements expected to be paid by our pension plan in each of the next five years and in aggregate for the following five years. The expected payments are estimated based on the same assumptions used to measure the Company’s projected benefit obligation at December 31, 2018 and reflect the impact of expected future employee service. 2019 $5,602 2020 5,651 2021 4,901 2022 5,249 2023 5,294 2024-2028 25,688 |
Legal Matters and Contingencies
Legal Matters and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies | Legal Matters and Contingencies From time to time, we are subject to claims alleging product liability, patent infringement or other claims incurred in the ordinary course of business. These may involve our United States or foreign operations, or sales by foreign distributors. Likewise, from time to time, the Company may receive an information request or subpoena from a government agency such as the Securities and Exchange Commission, Department of Justice, Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Department of Labor, the Treasury Department or other federal and state agencies or foreign governments or government agencies. These information requests or subpoenas may or may not be routine inquiries, or may begin as routine inquiries and over time develop into enforcement actions of various types. 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 $30 million per incident and $30 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 record reserves sufficient to cover probable and estimable 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 a 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 2017. The District Court entered judgment on April 13, 2017. SurgiQuest 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 provides 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. In 2016, we notified the seller that there was a need to redesign the product, and that, as a consequence, the first commercial sale had been delayed. Consequently, the payment of contingent milestone and revenue-based payments were 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 at that time. The Company recently decided to halt the development of the EndoDynamix clip applier. While we recorded a charge to write off assets and released previously accrued contingent consideration as described in Note 13, 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. |
Acquisition, Restructuring and
Acquisition, Restructuring and Other Expense | 12 Months Ended |
Dec. 31, 2018 | |
Acquisition, Restructuring Expenses and Other Operating Expenses [Abstract] | |
Acquisition, Restructuring and Other Expense | Acquisition, Restructuring and Other Expense Acquisition, restructuring and other expense for the year ended December 31, consists of the following: 2018 2017 2016 Consolidation costs $ — $ 2,903 $ 3,066 Termination of a product offering — — 4,546 Restructuring costs included in cost of sales $ — $ 2,903 $ 7,612 Business acquisition costs $ 2,372 $ 2,336 $ 17,029 Restructuring costs — 1,347 6,670 Legal matters — 17,480 3,773 Gain on sale of facility — — (1,890 ) Acquisition, restructuring and other expense included in selling and administrative expense $ 2,372 $ 21,163 $ 25,582 Impairment charges included in research and development expense $ 4,212 $ — $ — Debt refinancing costs included in other expense $ — $ — $ 2,942 During 2018 , 2017 and 2016 we incurred $1.1 million , $2.3 million and $17.0 million respectively, in costs associated with the January 4, 2016 acquisition of SurgiQuest, Inc. as further described in Note 2. The costs incurred in 2018 consist of a charge to selling and administrative expense associated with a vacant lease related to the acquisition. The costs incurred in 2017 consist of costs associated with expensing of unvested options acquired and integration related costs. The costs incurred in 2016 consist of investment banking fees, consulting fees, legal fees associated with the acquisition, costs associated with expensing of unvested options acquired and integration related costs. During 2018 , we incurred $1.3 million in consulting, legal and other costs associated with the February 11, 2019 acquisition of Buffalo Filter as further described in Note 17. During 2018 , we recorded a net charge of $4.2 million to research and development expense mainly associated with the impairment of an in-process research and development asset, net of the release of previously accrued contingent consideration in other current and long-term liabilities, as further described in Note 12. During 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 12. These costs were paid on July 10, 2018. In addition, during the years ended December 31, 2017 and 2016, we incurred $5.3 million and $3.8 million , respectively, in costs associated with this litigation and other legal matters. During 2016, we incurred a $2.7 million charge related to commitment fees paid to certain of our lenders, which provided a financing commitment for the SurgiQuest acquisition and recorded a loss on the early extinguishment of debt of $0.3 million in conjunction with the fifth amended and restated senior credit agreement as further described in Note 6. For the years ending December 31, 2017 and 2016 , we incurred $2.9 million and $3.1 million , respectively, in costs associated with operational restructuring. These costs were charged to cost of sales and included severance, inventory and other charges. As part of this plan, we engaged a consulting firm to assist us in streamlining our product offering and improving our operational efficiency. As a result, we identified certain catalog numbers to be discontinued and consolidated into existing product offerings and recorded a $1.3 million charge in the year ended December 31, 2017 to write-off inventory which will no longer be offered for sale. This amount is included in the above total for 2017. During 2016, we discontinued our Altrus product offering as part of our ongoing restructuring and incurred $4.5 million in non-cash charges primarily related to inventory and fixed assets which were included in cost of sales during 2016. During 2016, we sold our Centennial, Colorado facility. We received net cash proceeds of $5.2 million and recorded a gain of $1.9 million on the sale. During 2017 and 2016 , we restructured certain selling and administrative functions and incurred $1.3 million and $6.7 million , respectively, in related costs consisting principally of severance charges. |
Guarantees
Guarantees | 12 Months Ended |
Dec. 31, 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 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 year ended December 31, are as follows: 2018 2017 2016 Balance as of January 1, $ 1,750 $ 1,954 $ 2,509 Provision for warranties 1,099 1,034 610 Claims made (1,264 ) (1,238 ) (1,165 ) Balance as of December 31, $ 1,585 $ 1,750 $ 1,954 Costs associated with extended warranty repairs are recorded as incurred and amounted to $4.9 million , $4.6 million and $4.1 million for the years ended December 31, 2018 , 2017 and 2016 respectively. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement We enter into derivative instruments for risk management purposes only. We operate internationally and, in the normal course of business, are exposed to fluctuations in interest rates, foreign exchange rates and commodity prices. These fluctuations can increase the costs of financing, investing and operating the business. We use forward contracts, a type of derivative instrument, to manage certain foreign currency exposures. By nature, all financial instruments involve market and credit risks. We enter into forward contracts with major investment grade financial institutions and have policies to monitor the credit risk of those counterparties. While there can be no assurance, we do not anticipate any material non-performance by any of these counterparties. Foreign Currency Forward Contracts. We hedge forecasted intercompany sales denominated in foreign currencies through the use of forward contracts. The notional contract amounts for forward contracts outstanding at December 31, 2018 which have been accounted for as cash flow hedges totaled $155.3 million . Net realized gains (losses) recognized for forward contracts accounted for as cash flow hedges approximated $(0.9) million , $(0.7) million and $1.2 million for the years ended December 31, 2018, 2017 and 2016 , respectively. At December 31, 2018 , $4.1 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 on intercompany receivables denominated in foreign currencies. The notional contract amounts for forward contracts outstanding at December 31, 2018 which have not been designated as hedges totaled $39.6 million . Net realized gains (losses) recognized in connection with those forward contracts not accounted for as hedges approximated $0.1 million , $(1.6) million and $0.0 million for the years ended December 31, 2018, 2017 and 2016 , respectively, offsetting gains (losses) on our intercompany receivables of $(0.8) million , $1.1 million and $(0.1) million for the years ended December 31, 2018, 2017 and 2016 , respectively. These gains and losses have been recorded in selling and administrative expense in the consolidated statements of comprehensive income. We record these forward foreign exchange contracts at fair value; the following tables summarize the fair value for forward foreign exchange contracts outstanding at December 31, 2018 and 2017 : December 31, 2018 Asset Fair Liabilities Fair Net Derivatives designated as hedging instruments: Foreign exchange contracts $ 5,817 $ (431 ) $ 5,386 Derivatives not designated as hedging instruments: Foreign exchange contracts 19 (217 ) (198 ) Total derivatives $ 5,836 $ (648 ) $ 5,188 December 31, 2017 Asset Fair Value Liabilities Fair Value Net Fair Value Derivatives designated as hedging 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 balance sheets. Accordingly, at December 31, 2018 and December 31, 2017 we have recorded the net fair value of $5.2 million in prepaid expenses and other current 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 December 31, 2018 consist of forward foreign exchange contracts. 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 balance sheets for cash and cash equivalents, accounts receivable, accounts payable and long-term debt approximate fair value. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles | New Accounting Pronouncements Recently Adopted Accounting Standards In May 2014, the FASB issued 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. The Company adopted 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 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 $8.3 million , $8.2 million and $7.9 million for 2018, 2017 and 2016, respectively. These costs are included as a reduction in net sales during 2018 and as selling and administrative expense during 2017 and 2016. There is no impact on net income or earnings per share as a result of this change. 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. 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 ASU is effective for periods beginning after December 15, 2017, however early adoption is permitted. The Company adopted this new guidance effective January 1, 2018 and it did not have a material impact on the consolidated financial statements. 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 adopted this guidance in conjunction with our annual impairment testing during the fourth quarter of 2018. 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. 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 Tax Reform through a reclassification of the stranded tax effects from accumulated other comprehensive income to retained earnings. The Company adopted this guidance during the fourth quarter of 2018 and reclassified $5.9 million from accumulated other comprehensive loss to retained earnings. The reclassification was primarily comprised of amounts relating to our pension plan and unrealized hedging gains and losses. The Company generally releases income tax effects from accumulated other comprehensive loss once the reason for the tax effects ceases to exist. 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. We early adopted this update on October 1, 2018 and it did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This guidance requires companies to determine if costs associated with hosted cloud computing services are capitalized or expensed depending on the nature of the cost and the project stage during which they are incurred. Generally, companies will only capitalize costs related to the development and implementation of the cloud computing arrangement. This guidance is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted in any interim period. We early adopted this new guidance, on a prospective basis, effective July 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”), along with amendments issued in 2017 and 2018. This ASU requires lessees to record 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-of-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 adopted the new standard on January 1, 2019, and is applying the modified retrospective approach along with the package of transition practical expedients. The Company has lease agreements with lease and non-lease components, which we plan to account for separately. For certain equipment leases, we expect to apply a portfolio approach to efficiently account for the operating lease ROU assets and lease liabilities. We also plan to elect the short-term lease exemption and not recognize leases with terms less than one year on the balance sheet. We have assessed the impact of adopting this ASU and performed a detailed review of our lease portfolio. As a result of the assessment, we expect to record right-of-use assets and lease liabilities, that were previously unrecorded under prior GAAP, in the range of $17 million to $19 million . We do not expect this update to have a material impact on our net income, earnings per share or cash flows. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires instruments measured at amortized cost, including accounts receivable, to be presented at the net amount expected to be collected. The new model requires an entity to estimate credit losses based on historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. The update is effective for fiscal years beginning after December 31, 2019 and early adoption is permissible during any interim period after December 31, 2018. 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. We adopted this update on January 1, 2019 and we do not expect this guidance to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This update is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. This ASU is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 11, 2019 , we acquired Buffalo Filter and all of the issued and outstanding common stock of Palmerton Holdings, Inc. from Filtration Group FGC LLC (the “Buffalo Filter Acquisition”) for approximately $365 million in cash, subject to customary adjustments for working capital, cash held by Buffalo Filter at closing, indebtedness of Buffalo Filter, expenses related to the transaction and other related fees and expenses. Buffalo Filter develops, manufactures and markets smoke evacuation technologies that are complementary to our Advanced Surgical portfolio. The acquisition was funded through a combination of cash on hand and long-term borrowings as further described below. In 2018 , we incurred pre-tax transaction costs of $1.3 million associated with the Buffalo Filter acquisition which are recorded in selling and administrative expense. We are in the process of completing our accounting and valuation of this acquisition and accordingly, more detailed disclosures will be provided in future filings. Supplemental pro forma information has not been provided as we deem it impracticable given the timing of the closing of the transaction and availability of Buffalo Filter financial information. On February 7, 2019 , we entered into a sixth amended and restated senior credit agreement consisting of: (a) a $265.0 million term loan facility and (b) a $585.0 million revolving credit facility. The revolving credit facility will terminate and the loans outstanding under the term loan facility will expire on the earlier of (i) February 7, 2024 or (ii) the date that is 91 days prior to the earliest scheduled maturity date of the $345.0 million in 2.625% convertible notes due in 2024 described below, (if, as of such date, more than $150.0 million in aggregate principal amount of such convertible notes (or any refinancing thereof) remains outstanding). The term loan is payable in quarterly installments increasing over the term of the facility. Proceeds from the term loan facility and borrowings under the revolving credit facility were used to repay the then existing senior credit agreement and in part to finance the acquisition of Buffalo Filter. Initial interest rates are at LIBOR plus an interest rate margin of 1.875% . For those borrowings where we elect to use the alternate base rate, the initial base rate will be the greatest of (i) the Prime Rate, (ii) the Federal Funds Rate plus 0.50% or (iii) the one-month Eurocurrency Rate plus 1.00% , plus, in each case, an interest rate margin. On January 29, 2019, we issued $345.0 million in 2.625% convertible notes due in 2024 (the "Notes"). Interest is payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2019. The Notes will mature on February 1, 2024, unless earlier repurchased or converted. The Notes represent subordinated unsecured obligations and are convertible under certain circumstances, as defined in the indenture, into a combination of cash and CONMED common stock. The Notes may be converted at an initial conversion rate of 11.2608 shares of our common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $88.80 per share of common stock). Holders of the Notes may convert their Notes at their option at any time on or after November 1, 2023 through the second scheduled trading day preceding the maturity date. Holders of their Notes will also have the right to convert the Notes prior to November 1, 2023, but only upon the occurrence of specified events. The conversion rate is subject to anti-dilution adjustments if certain events occur. A portion of the net proceeds from the offering of the notes were used as part of the financing for the Buffalo Filter acquisition, $21.0 million were used to pay the cost of certain convertible notes hedge transactions as further described below and we intend to use the remaining proceeds of the Notes for general corporate purposes. In connection with the offering of the Notes, we entered into convertible note hedge transactions with a number of financial institutions (each, an “option counterparty”). The convertible note hedge transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of shares of our common stock underlying the Notes. Concurrently with entering into the convertible note hedge transactions, we also entered into separate warrant transactions with each option counterparty whereby we sold to such option counterparty warrants to purchase, subject to customary anti-dilution adjustments, the same number of shares of our common stock. The convertible note hedge transactions are expected generally to reduce the potential dilution upon conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, in the event that the market price per share of our common stock, as measured under the terms of the convertible note hedge transactions, is greater than the strike price ( $114.92 ) of the convertible note hedge transactions, which initially corresponds to the conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. If, however, the market price per share of our common stock, as measured under the terms of the warrant transactions, exceeds the strike price of the warrants, there would nevertheless be dilution to the extent that such market price exceeds the strike price of the warrants, unless we elect to settle the warrants in cash. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Selected quarterly financial data for 2018 and 2017 are as follows: Three Months Ended March June September (1) December (2) 2018 Net sales $ 202,064 $ 212,820 $ 202,307 $ 242,444 Gross profit 109,557 116,271 110,627 132,655 Net income 10,657 8,719 5,825 15,653 EPS: Basic $ .38 $ .31 $ .21 $ .56 Diluted .37 .30 .20 .54 Three Months Ended March (3) June (4) September (5) December (6) 2017 Net sales $ 186,567 $ 197,154 $ 190,117 $ 222,555 Gross profit 99,885 104,652 102,547 123,958 Net income (loss) (4,545 ) 6,139 7,197 46,696 EPS: Basic $ (.16 ) $ .22 $ .26 $ 1.67 Diluted (.16 ) .22 .26 1.65 Items Included In Selected Quarterly Financial Data: (1) The third quarter of 2018 includes pre-tax business acquisition costs of $1.1 million and in-process research and development impairment charges of $4.2 million . (2) The fourth quarter of 2018 includes pre-tax business acquisition costs of $1.3 million . (3) The first quarter of 2017 includes pre-tax business acquisition costs of $0.5 million , restructuring costs of $2.5 million and charges related to legal matters of $14.2 million . (4) The second quarter of 2017 includes pre-tax business acquisition costs of $0.4 million , restructuring costs of $0.3 million and charges related to legal matters of $2.5 million . (5) The third quarter of 2017 includes pre-tax business acquisition costs of $0.1 million , restructuring costs of $1.3 million and charges related to legal matters of $0.3 million . (6) The fourth quarter of 2017 includes pre-tax business acquisition costs of $1.3 million , restructuring costs of $0.1 million and charges related to legal matters of $0.4 million as well as an income tax benefit of $31.9 million resulting from the 2017 Tax Cuts and Jobs Act. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II—Valuation and Qualifying Accounts (In thousands) Additions Balance at Beginning of Period Charged to Costs and Expenses Balance at End of Period Description Deductions 2018 Allowance for bad debts $ 2,137 $ 1,485 $ (962 ) $ 2,660 Sales returns and allowance 2,219 1,050 (23 ) 3,246 Deferred tax asset valuation allowance 570 589 — 1,159 2017 Allowance for bad debts $ 2,031 $ 1,031 $ (925 ) $ 2,137 Sales returns and allowance 1,817 424 (22 ) 2,219 Deferred tax asset valuation allowance 441 129 — 570 2016 Allowance for bad debts $ 1,336 $ 983 $ (288 ) $ 2,031 Sales returns and allowance 1,814 268 (265 ) 1,817 Deferred tax asset valuation allowance 124 317 — 441 |
Operations and Significant Ac_2
Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of consolidation | Principles of consolidation The consolidated financial statements include the accounts of CONMED Corporation and its controlled subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and judgments which affect the reported amounts of assets, liabilities, related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. |
Inventories | Inventories Inventories are valued at the lower of cost and net realizable value determined on the FIFO (first-in, first-out) cost method. We write-off excess and obsolete inventory resulting from the inability to sell our products at prices in excess of current carrying costs. We make estimates regarding the future recoverability of the costs of our products and record a provision for excess and obsolete inventories based on historical experience and expected future trends. |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment are stated at cost and depreciated using the straight-line method over the following estimated useful lives: Building and improvements 12 to 40 years Leasehold improvements Shorter of life of asset or life of lease Machinery and equipment 2 to 15 years |
Goodwill and other intangible assets | Goodwill and other intangible assets We have a history of growth through acquisitions. Assets and liabilities of acquired businesses are recorded at their estimated fair values as of the date of acquisition. Goodwill represents costs in excess of fair values assigned to the underlying net assets of acquired businesses. Factors that contribute to the recognition of goodwill include synergies that are specific to our business and are expected to increase net sales and profits; acquisition of a talented workforce; cost savings opportunities; the strategic benefit of expanding our presence in core and adjacent markets; and diversifying our product portfolio. Customer and distributor relationships, trademarks, tradenames, developed technology, patents and other intangible assets primarily represent allocations of purchase price to identifiable intangible assets of acquired businesses. Sales representation, marketing and promotional rights represent intangible assets created under our agreement with Musculoskeletal Transplant Foundation (“MTF”). Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are subject to at least annual impairment testing. It is our policy to perform our annual impairment testing in the fourth quarter. The identification and measurement of goodwill impairment involves the estimation of the fair value of our business. Estimates of fair value are based on the best information available as of the date of the assessment. We completed our goodwill impairment testing during the fourth quarter of 2018 . We performed our impairment test utilizing the market capitalization approach to determine whether the fair value of a reporting unit is less than its carrying amount. Based upon our assessment, the fair value continues to exceed carrying value. Intangible assets with a finite life are amortized over the estimated useful life of the asset and are evaluated each reporting period to determine whether events and circumstances warrant a revision to the remaining period of amortization. Intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. The carrying amount of an intangible asset subject to amortization is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. An impairment loss is recognized by reducing the carrying amount of the intangible asset to its current fair value. For all other indefinite-lived intangible assets, we perform a qualitative impairment test. Based upon this assessment, we have determined that our indefinite-lived intangible assets are not impaired. |
Other long-lived assets | Other long-lived assets We review other long-lived assets consisting of property, plant and equipment and field inventory for impairment whenever events or circumstances indicate that such carrying amounts may not be recoverable. If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, an impairment loss is recognized by reducing the recorded value to its current fair value. |
Translation of foreign currency financial statements | Translation of foreign currency financial statements Assets and liabilities of foreign subsidiaries have been translated into United States dollars at the applicable rates of exchange in effect at the end of the period reported. Revenues and expenses have been translated at the applicable weighted average rates of exchange in effect during the period reported. Translation adjustments are reflected in accumulated other comprehensive loss. Transaction gains and losses are included in net income. |
Foreign exchange and hedging activity | Foreign exchange and hedging activity We manage our foreign currency transaction risks through the use of forward contracts to hedge forecasted cash flows associated with foreign currency transaction exposures. We account for these forward contracts as cash flow hedges. To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in current earnings but are included in accumulated other comprehensive loss. These changes in fair value will be reclassified into earnings as a component of sales or cost of sales when the forecasted transaction occurs. We also enter into forward contracts to exchange foreign currencies for United States dollars in order to hedge our currency transaction exposures on intercompany receivables denominated in foreign currencies. These forward contracts settle each month at month-end, at which time we enter into new forward contracts. We have not designated these forward contracts as hedges and have not applied hedge accounting to them. We record these forward contracts at fair value with resulting gains and losses included in selling and administrative expense in the consolidated statements of comprehensive income. |
Income taxes | Income taxes Deferred income tax assets and liabilities are based on the difference between the financial statement and tax basis of assets and liabilities and operating loss and tax credit carryforwards as measured by the enacted tax rates that are anticipated to be in effect in the respective jurisdictions when these differences reverse. The deferred income tax provision generally represents the net change in the assets and liabilities for deferred income taxes. A valuation allowance is established when it is necessary to reduce deferred income tax assets to amounts for which realization is likely. In assessing the need for a valuation allowance, we estimate future taxable income, considering the feasibility of ongoing tax planning strategies and the realizability of tax loss carryforwards following tax law ordering rules. Valuation allowances related to deferred tax assets may be impacted by changes to tax laws, changes to statutory tax rates, reversal of temporary differences and ongoing and future taxable income levels. Deferred income taxes are not provided on the unremitted earnings of subsidiaries outside of the United States earned after December 31, 2017 as it is expected that these earnings are permanently reinvested. Such earnings may become taxable upon a repatriation of assets from a subsidiary or the sale or liquidation of a subsidiary. Deferred income taxes are provided when the Company no longer considers subsidiary earnings to be permanently invested, such as in situations where the Company’s subsidiaries plan to make future dividend distributions. |
Revenue recognition | Revenue recognition 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 at which point the performance obligation is satisfied and the customer obtains control of the product. • We place certain of our capital equipment with customers on a loaned basis and at no charge in exchange 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. • We recognize revenues in accordance with the terms of our agreement with MTF on a net basis as our role is that of an agent earning a commission or fee. MTF is responsible for the sourcing, processing and distribution of allograft tissue for sports medicine procedures while the Company represents, markets and promotes MTF’s sports medicine allograft tissues to customers. The Company is paid a Fee by MTF which is calculated as a percentage of the net amounts invoiced by MTF to customers for sports medicine allograft tissues. The Company accounts for the services provided to MTF as a series of distinct performance obligations and each service is recognized over time as MTF simultaneously receives and consumes the benefit. • 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 $14.0 million , $13.1 million and $13.4 million for 2018 , 2017 and 2016 , 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 is adequate to provide for probable losses resulting from accounts receivable. • 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. |
Earnings per share | Earnings per share Basic earnings per share (“basic EPS”) is computed by dividing net income by the weighted average number of common shares outstanding for the reporting period. Diluted earnings per share (“diluted EPS”) gives effect to all dilutive potential shares outstanding resulting from employee stock options, restricted stock units, performance share units and stock appreciation rights during the period. |
Stock-based compensation | Stock-based compensation All share-based payments to employees, including grants of employee stock options, restricted stock units, performance share units and stock appreciation rights are recognized in the financial statements based at their fair values. Compensation expense is generally recognized using a straight-line method over the vesting period. Compensation expense for performance share units is recognized using the graded vesting method. We issue shares under our stock based compensation plans out of treasury stock whereby treasury stock is reduced by the weighted average cost of such treasury stock. To the extent there is a difference between the cost of the treasury stock and the exercise price of shares issued under stock based compensation plans, we record gains to paid in capital; losses are recorded to paid in capital to the extent any gain was previously recorded, otherwise the loss is recorded to retained earnings. |
New Accounting Pronouncements N
New Accounting Pronouncements New Accounting Pronouncements (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Recently Adopted Accounting Standards In May 2014, the FASB issued 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. The Company adopted 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 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 $8.3 million , $8.2 million and $7.9 million for 2018, 2017 and 2016, respectively. These costs are included as a reduction in net sales during 2018 and as selling and administrative expense during 2017 and 2016. There is no impact on net income or earnings per share as a result of this change. 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. 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 ASU is effective for periods beginning after December 15, 2017, however early adoption is permitted. The Company adopted this new guidance effective January 1, 2018 and it did not have a material impact on the consolidated financial statements. 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 adopted this guidance in conjunction with our annual impairment testing during the fourth quarter of 2018. 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. 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 Tax Reform through a reclassification of the stranded tax effects from accumulated other comprehensive income to retained earnings. The Company adopted this guidance during the fourth quarter of 2018 and reclassified $5.9 million from accumulated other comprehensive loss to retained earnings. The reclassification was primarily comprised of amounts relating to our pension plan and unrealized hedging gains and losses. The Company generally releases income tax effects from accumulated other comprehensive loss once the reason for the tax effects ceases to exist. 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. We early adopted this update on October 1, 2018 and it did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This guidance requires companies to determine if costs associated with hosted cloud computing services are capitalized or expensed depending on the nature of the cost and the project stage during which they are incurred. Generally, companies will only capitalize costs related to the development and implementation of the cloud computing arrangement. This guidance is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted in any interim period. We early adopted this new guidance, on a prospective basis, effective July 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”), along with amendments issued in 2017 and 2018. This ASU requires lessees to record 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-of-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 adopted the new standard on January 1, 2019, and is applying the modified retrospective approach along with the package of transition practical expedients. The Company has lease agreements with lease and non-lease components, which we plan to account for separately. For certain equipment leases, we expect to apply a portfolio approach to efficiently account for the operating lease ROU assets and lease liabilities. We also plan to elect the short-term lease exemption and not recognize leases with terms less than one year on the balance sheet. We have assessed the impact of adopting this ASU and performed a detailed review of our lease portfolio. As a result of the assessment, we expect to record right-of-use assets and lease liabilities, that were previously unrecorded under prior GAAP, in the range of $17 million to $19 million . We do not expect this update to have a material impact on our net income, earnings per share or cash flows. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which requires instruments measured at amortized cost, including accounts receivable, to be presented at the net amount expected to be collected. The new model requires an entity to estimate credit losses based on historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments. The update is effective for fiscal years beginning after December 31, 2019 and early adoption is permissible during any interim period after December 31, 2018. 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. We adopted this update on January 1, 2019 and we do not expect this guidance to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. This update is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. In August 2018, the FASB issued ASU 2018-14, Compensation-Retirement Benefits-Defined Benefit Plans-General (Topic 715-20): Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans, which modifies the disclosure requirements for defined benefit pension plans and other postretirement plans. This ASU is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted. The Company is currently assessing the impact of this guidance on our consolidated financial statements. |
Operations and Significant Ac_3
Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of property plant and equipment useful life | Property, plant and equipment are stated at cost and depreciated using the straight-line method over the following estimated useful lives: Building and improvements 12 to 40 years Leasehold improvements Shorter of life of asset or life of lease Machinery and equipment 2 to 15 years |
Schedule of calculation of basic and diluted earnings per share | The following table sets forth the computation of basic and diluted earnings per share at December 31, 2018 , 2017 and 2016 , respectively: 2018 2017 2016 Net income $ 40,854 $ 55,487 $ 14,664 Basic-weighted average shares outstanding 28,118 27,939 27,804 Effect of dilutive potential securities 772 232 160 Diluted-weighted average shares outstanding 28,890 28,171 27,964 Net income (per share) Basic $ 1.45 $ 1.99 $ 0.53 Diluted 1.41 1.97 0.52 |
Schedule of accumulated other comprehensive loss | Accumulated other comprehensive loss consists of the following: Cash Flow Hedging Gain (Loss) Pension Liability Foreign Currency Translation Adjustments Accumulated Other Comprehensive Loss Balance, December 31, 2015 $ 1,201 $ (25,982 ) $ (29,113 ) $ (53,894 ) Other comprehensive income (loss) before reclassifications, net of tax 1,088 (2,229 ) (4,501 ) (5,642 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) (1,179 ) 2,780 — 1,601 Income tax 436 (1,027 ) — (591 ) Net current-period other comprehensive income (loss) 345 (476 ) (4,501 ) (4,632 ) Balance, December 31, 2016 $ 1,546 $ (26,458 ) $ (33,614 ) $ (58,526 ) Other comprehensive income (loss) before reclassifications, net of tax (5,529 ) (1,142 ) 13,879 7,208 Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) 718 2,835 — 3,553 Income tax (265 ) (1,048 ) — (1,313 ) Net current-period other comprehensive income (loss) (5,076 ) 645 13,879 9,448 Balance, December 31, 2017 $ (3,530 ) $ (25,813 ) $ (19,735 ) $ (49,078 ) Other comprehensive income (loss) before reclassifications, net of tax 7,197 (2,711 ) (8,369 ) (3,883 ) Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) 913 2,689 — 3,602 Income tax 221 (650 ) — (429 ) Net current-period other comprehensive income (loss) 8,331 (672 ) (8,369 ) (710 ) Cumulative effect of change in accounting principle (b) (716 ) (5,233 ) — (5,949 ) Balance, December 31, 2018 $ 4,085 $ (31,718 ) $ (28,104 ) $ (55,737 ) (a) The cash flow hedging gain (loss) and pension liability accumulated other comprehensive income components are included in sales or cost of sales and as a component of net periodic pension cost, respectively. Refer to Note 15 and Note 11, respectively, for further details. (b) We recorded the cumulative impact of adopting ASU 2018-02 in 2018, which allows for the elimination of the stranded tax effects of Tax Reform through a reclassification between accumulated other comprehensive income (loss) and retained earnings. See Note 16 to the consolidated financial statements for further discussion regarding the adoption of this accounting standard. |
Business Acqusition Business Ac
Business Acqusition Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Business Acquisition, Pro Forma Information | The unaudited pro forma information for the year ended December 31, 2016, assuming SurgiQuest occurred as of January 1, 2015 are presented below. This information has been prepared for comparative purposes only and does not purport to be indicative of the results of operations which actually would have resulted had the SurgiQuest acquisition occurred on the dates indicated, or which may result in the future. December 31, 2016 Net sales $ 763,520 Net income 29,153 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consist of the following at December 31: 2018 2017 Raw materials $ 45,898 $ 41,844 Work in process 15,000 14,666 Finished goods 93,701 84,926 $ 154,599 $ 141,436 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment consist of the following at December 31: 2018 2017 Land $ 4,027 $ 4,027 Building and improvements 92,470 91,766 Machinery and equipment 227,795 219,675 Construction in progress 8,043 7,837 332,335 323,305 Less: Accumulated depreciation (219,090 ) (207,076 ) $ 113,245 $ 116,229 |
Schedule of future minimum lease payments for capital leases and operating leases | The aggregate future minimum lease commitments for leases at December 31, 2018 are as follows: Operating Leases Capital Leases 2019 $ 8,759 $ 347 2020 5,520 217 2021 2,929 21 2022 2,406 75 2023 1,563 — Thereafter 1,497 — |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the net carrying amount of goodwill for the years ended December 31, are as follows: 2018 2017 Balance as of January 1, $ 401,954 $ 397,664 Goodwill resulting from business combinations — 2,209 Foreign currency translation (1,514 ) 2,081 Balance as of December 31, $ 400,440 $ 401,954 |
Schedule of Finite-Lived and Indefinite-Lived Intangible Assets | Other intangible assets consist of the following: December 31, 2018 December 31, 2017 Weighted Average Amortization Period (Years) Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization Intangible assets with definite lives: Customer and distributor relationships 29 $ 214,577 $ (97,131 ) $ 214,685 $ (86,137 ) Sales representation, marketing and promotional rights 25 149,376 (42,000 ) 149,376 (36,000 ) Patents and other intangible assets 14 61,473 (44,242 ) 69,668 (42,127 ) Developed technology 16 91,965 (7,369 ) 62,283 (3,352 ) Intangible assets with indefinite lives : Trademarks and tradenames 86,544 — 86,544 — 24 $ 603,935 $ (190,742 ) $ 582,556 $ (167,616 ) |
Schedule of Estimated Amortization Expense | The estimated amortization expense related to intangible assets at 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 2019 17,978 6,000 $ 23,978 2020 17,995 6,000 $ 23,995 2021 17,042 6,000 $ 23,042 2022 15,583 6,000 $ 21,583 2023 14,879 6,000 $ 20,879 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following at December 31: 2018 2017 Revolving line of credit $ 312,000 $ 327,000 Term loan, net of deferred debt issuance costs of $311 and $467 in 2018 and 2017, respectively 144,064 157,033 Mortgage notes 836 2,410 Total debt 456,900 486,443 Less: Current portion 18,336 14,699 Total long-term debt $ 438,564 $ 471,744 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of long-term debt outstanding at December 31, 2018 are as follows: 2019 $ 18,336 2020 17,500 2021 421,375 2022 — 2023 — Thereafter — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision (benefit) for income taxes for the years ended December 31, 2018 , 2017 and 2016 consists of the following: 2018 2017 2016 Current tax expense: Federal $ (1,077 ) $ 1,744 $ 312 State 777 2,101 159 Foreign 8,036 9,421 7,111 7,736 13,266 7,582 Deferred income tax expense (benefit) 2,063 (40,021 ) (2,871 ) Provision (benefit) for income taxes $ 9,799 $ (26,755 ) $ 4,711 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation between income taxes computed at the statutory federal rate and the provision (benefit) for income taxes for the years ended December 31, 2018 , 2017 and 2016 follows: 2018 2017 2016 Tax provision at statutory rate based on income before income taxes 21.0 % 35.0 % 35.0 % US tax reform 1.8 (111.0 ) — International tax reform (3.6 ) — — Consolidated group restructuring — (7.4 ) — Foreign income taxes 3.6 (5.3 ) (6.8 ) Federal research credit (2.8 ) (2.8 ) (5.6 ) Settlement of taxing authority examinations (0.7 ) (2.1 ) (3.5 ) Stock-based compensation (1.6 ) (2.1 ) — European permanent deduction (0.2 ) (0.5 ) (3.4 ) Non deductible/non-taxable items (1.2 ) (0.5 ) 7.2 State income taxes, net of federal tax benefit 1.6 2.8 1.7 US tax on worldwide earnings at different rates 2.9 — — Other, net (1.5 ) 0.8 (0.3 ) 19.3 % (93.1 )% 24.3 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of the significant temporary differences which comprise the deferred income tax assets and liabilities at December 31, 2018 and 2017 are as follows: 2018 2017 Assets: Inventory $ 4,096 $ 2,420 Net operating losses 7,358 11,091 Capitalized research and development 7,214 8,557 Deferred compensation 2,085 1,749 Accounts receivable 2,296 1,855 Compensation and benefits 5,434 4,138 Accrued pension 3,205 2,695 Research and development credit 8,585 8,957 Other 2,235 9,342 Less: valuation allowances (1,159 ) (570 ) 41,349 50,234 Liabilities: Goodwill and intangible assets 100,108 102,099 Depreciation 1,345 3,333 State taxes 12,212 11,709 Unremitted foreign earnings 3,583 6,000 Contingent interest — 40 117,248 123,181 Net liability $ (75,899 ) $ (72,947 ) |
Schedule of Income before Income Tax | Income before income taxes consists of the following U.S. and foreign income: 2018 2017 2016 U.S. income (loss) $ 24,320 $ 1,492 $ (6,128 ) Foreign income 26,333 27,240 25,503 Total income $ 50,653 $ 28,732 $ 19,375 |
Schedule of Unrecognized Tax Benefits Rollforward | The following table summarizes the activity related to our unrecognized tax benefits for the years ending December 31,: 2018 2017 2016 Balance as of January 1, $ 2,943 $ 1,839 $ 616 Increases (decreases) for positions taken in prior periods (250 ) (246 ) — Increases for positions taken in current periods 1,017 1,957 1,584 Decreases in unrecorded tax positions related to settlement with the taxing authorities (370 ) (607 ) (361 ) Decreases in unrecorded tax positions related to lapse of statute of limitations (267 ) — — Balance as of December 31, $ 3,073 $ 2,943 $ 1,839 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock Options and Stock Appreciation Rights (SARs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Valuation Assumptions | The following table illustrates the assumptions used in estimating fair value in the years ended December 31, 2018 , 2017 and 2016 : 2018 2017 2016 Grant date fair value of stock options and SARs $ 14.78 $ 10.07 $ 8.61 Expected stock price volatility 25.69 % 27.63 % 26.88 % Risk-free interest rate 2.62 % 2.11 % 1.45 % Expected annual dividend yield 1.34 % 1.87 % 2.10 % Expected life of options & SARs (years) 5.7 5.8 6.0 |
Schedule of stock option and SAR activity | The following table illustrates the stock option and SAR activity for the year ended December 31, 2018 : Number of Shares (in 000’s) Weighted- Average Exercise Price Outstanding at December 31, 2017 2,308 $ 42.75 Granted 839 $ 59.64 Forfeited (123 ) $ 44.59 Exercised (173 ) $ 42.20 Outstanding at December 31, 2018 2,851 $ 47.67 Exercisable at December 31, 2018 797 $ 43.23 Stock options & SARs expected to vest 2,053 $ 49.40 |
Restricted Stock Units (RSUs) and Performance Share Units (PSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of RSU and PSU activity | The following table illustrates the RSU and PSU activity for the year ended December 31, 2018 : Number of Shares (in 000’s) Weighted- Average Grant-Date Fair Value Outstanding at December 31, 2017 228 $ 41.66 Granted 31 $ 61.76 Vested (66 ) $ 45.81 Forfeited (6 ) $ 45.03 Outstanding at December 31, 2018 187 $ 43.46 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenues [Abstract] | |
Disaggregation of Revenue | The following tables present revenue disaggregated by product line and timing of revenue recognition for the years ended December 31, 2018, 2017 and 2016 : 2018 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 413,630 $ 411,391 $ 825,021 Services transferred over time 33,098 1,515 34,613 Total sales from contracts with customers $ 446,728 $ 412,906 $ 859,634 2017 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 396,147 $ 366,672 $ 762,819 Services transferred over time 32,797 776 33,573 Total sales from contracts with customers $ 428,944 $ 367,448 $ 796,392 2016 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 391,114 $ 341,276 $ 732,390 Services transferred over time 30,989 141 31,130 Total sales from contracts with customers $ 422,103 $ 341,417 $ 763,520 |
Contract with Customer, Asset and Liability | Contract liability balances related to the sale of extended warranties to customers are as follows: December 31, 2018 December 31, 2017 Contract Liability $ 11,043 $ 7,786 |
Business Segments and Geograp_2
Business Segments and Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Geographic Areas and Product Line | These product lines' net sales and primary geographic market where the products are sold, are as follows for the years ended December 31, 2018, 2017 and 2016 : 2018 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 172,462 $ 276,186 $ 448,648 Americas (excluding the United States) 66,519 31,009 97,528 Europe, Middle East & Africa 112,998 53,565 166,563 Asia Pacific 94,749 52,146 146,895 Total sales from contracts with customers $ 446,728 $ 412,906 $ 859,634 2017 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 167,602 $ 243,439 $ 411,041 Americas (excluding the United States) 60,439 30,730 91,169 Europe, Middle East & Africa 106,921 48,928 155,849 Asia Pacific 93,982 44,351 138,333 Total sales from contracts with customers $ 428,944 $ 367,448 $ 796,392 2016 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 171,158 $ 227,949 $ 399,107 Americas (excluding the United States) 56,773 30,759 87,532 Europe, Middle East & Africa 103,709 44,276 147,985 Asia Pacific 90,463 38,433 128,896 Total sales from contracts with customers $ 422,103 $ 341,417 $ 763,520 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Schedule of reconciliation of the projected benefit obligation, plan assets and funded status of the pension plan | The following table provides a reconciliation of the projected benefit obligation, plan assets and funded status of the pension plan at December 31: 2018 2017 Accumulated benefit obligation $ 80,776 $ 87,765 Change in benefit obligation Projected benefit obligation at beginning of year $ 87,765 $ 82,005 Service cost 675 603 Interest cost 2,806 2,773 Actuarial gain (loss) (7,430 ) 6,556 Benefits paid (2,104 ) (1,976 ) Settlements (936 ) (2,196 ) Projected benefit obligation at end of year $ 80,776 $ 87,765 Change in plan assets Fair value of plan assets at beginning of year $ 74,932 $ 69,061 Actual gain (loss) on plan assets (5,585 ) 10,043 Benefits paid (2,104 ) (1,976 ) Settlements (936 ) (2,196 ) Fair value of plan assets at end of year $ 66,307 $ 74,932 Funded status $ (14,469 ) $ (12,833 ) |
Schedule of amounts recognized in the consolidated balance sheets | Amounts recognized in the consolidated balance sheets consist of the following at December 31,: 2018 2017 Other long-term liabilities $ (14,469 ) $ (12,833 ) Accumulated other comprehensive loss (41,822 ) (40,937 ) |
Schedule of actuarial assumptions used | The following actuarial assumptions were used to determine our accumulated and projected benefit obligations as of December 31,: 2018 2017 Discount rate 4.37 % 3.69 % The following actuarial assumptions were used to determine our net periodic pension benefit cost for the years ended December 31,: 2018 2017 2016 Discount rate on benefit obligation 3.69 % 4.28 % 4.54 % Effective rate for interest on benefit obligation 3.28 % 3.49 % 3.77 % Expected return on plan assets 7.50 % 8.00 % 8.00 % |
Schedule of plan assets and benefit obligations recognized in other comprehensive income | Other changes in plan assets and benefit obligations recognized in other comprehensive income in 2018 and 2017 are as follows: 2018 2017 Current year actuarial loss $ (3,574 ) $ (1,812 ) Amortization of actuarial loss 2,689 2,835 Total recognized in other comprehensive loss $ (885 ) $ 1,023 |
Schedule of net benefit cost | Net periodic pension cost for the years ended December 31, consists of the following: 2018 2017 2016 Service cost $ 675 $ 603 $ 452 Interest cost on projected benefit obligation 2,806 2,773 2,878 Expected return on plan assets (5,418 ) (5,300 ) (5,189 ) Amortization of loss 2,689 2,835 2,780 Net periodic pension cost $ 752 $ 911 $ 921 |
Schedule of allocation of plan assets | The following table sets forth the value of the pension plan's assets as of December 31, 2018 and December 31, 2017 : 2018 2017 Investments measured at fair value: Level 1 Common Stock $ 6,362 $ 36,643 Fixed Income Securities 17,640 7,974 Total Investments measured at fair value 24,002 44,617 Investments measured at NAV: Money Market Fund 1,385 1,517 Mutual Funds 40,920 28,798 Total Investments measured at NAV 42,305 30,315 Total Investments $ 66,307 $ 74,932 The allocation of pension plan assets by category is as follows at December 31,: Percentage of Pension Plan Assets Target Allocation 2018 2017 2019 Equity securities 71 % 87 % 70 % Debt securities 29 13 30 Total 100 % 100 % 100 % |
Schedule of expected benefit payments | The following table summarizes the benefits and settlements expected to be paid by our pension plan in each of the next five years and in aggregate for the following five years. The expected payments are estimated based on the same assumptions used to measure the Company’s projected benefit obligation at December 31, 2018 and reflect the impact of expected future employee service. 2019 $5,602 2020 5,651 2021 4,901 2022 5,249 2023 5,294 2024-2028 25,688 |
Acquisition, Restructuring an_2
Acquisition, Restructuring and Other Expense (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Acquisition, Restructuring Expenses and Other Operating Expenses [Abstract] | |
Schedule of Acquisition Restructuring Expense and Other Operating Expense | Acquisition, restructuring and other expense for the year ended December 31, consists of the following: 2018 2017 2016 Consolidation costs $ — $ 2,903 $ 3,066 Termination of a product offering — — 4,546 Restructuring costs included in cost of sales $ — $ 2,903 $ 7,612 Business acquisition costs $ 2,372 $ 2,336 $ 17,029 Restructuring costs — 1,347 6,670 Legal matters — 17,480 3,773 Gain on sale of facility — — (1,890 ) Acquisition, restructuring and other expense included in selling and administrative expense $ 2,372 $ 21,163 $ 25,582 Impairment charges included in research and development expense $ 4,212 $ — $ — Debt refinancing costs included in other expense $ — $ — $ 2,942 |
Guarantees (Tables)
Guarantees (Tables) | 12 Months Ended |
Dec. 31, 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 year ended December 31, are as follows: 2018 2017 2016 Balance as of January 1, $ 1,750 $ 1,954 $ 2,509 Provision for warranties 1,099 1,034 610 Claims made (1,264 ) (1,238 ) (1,165 ) Balance as of December 31, $ 1,585 $ 1,750 $ 1,954 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value for forward foreign exchange contracts | We record these forward foreign exchange contracts at fair value; the following tables summarize the fair value for forward foreign exchange contracts outstanding at December 31, 2018 and 2017 : December 31, 2018 Asset Fair Liabilities Fair Net Derivatives designated as hedging instruments: Foreign exchange contracts $ 5,817 $ (431 ) $ 5,386 Derivatives not designated as hedging instruments: Foreign exchange contracts 19 (217 ) (198 ) Total derivatives $ 5,836 $ (648 ) $ 5,188 December 31, 2017 Asset Fair Value Liabilities Fair Value Net Fair Value Derivatives designated as hedging 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 ) |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data | Selected quarterly financial data for 2018 and 2017 are as follows: Three Months Ended March June September (1) December (2) 2018 Net sales $ 202,064 $ 212,820 $ 202,307 $ 242,444 Gross profit 109,557 116,271 110,627 132,655 Net income 10,657 8,719 5,825 15,653 EPS: Basic $ .38 $ .31 $ .21 $ .56 Diluted .37 .30 .20 .54 Three Months Ended March (3) June (4) September (5) December (6) 2017 Net sales $ 186,567 $ 197,154 $ 190,117 $ 222,555 Gross profit 99,885 104,652 102,547 123,958 Net income (loss) (4,545 ) 6,139 7,197 46,696 EPS: Basic $ (.16 ) $ .22 $ .26 $ 1.67 Diluted (.16 ) .22 .26 1.65 |
Operations and Significant Ac_4
Operations and Significant Accounting Policies (Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Building and improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, average (in years) | 12 years |
Building and improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, average (in years) | 40 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, average (in years) | 2 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life, average (in years) | 15 years |
Operations and Significant Ac_5
Operations and Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operations and Significant Accounting Policies [Line Items] | |||
Selling and administrative expense | $ 355,617 | $ 351,799 | $ 338,400 |
Other Noncurrent Assets [Member] | |||
Other Assets, Noncurrent [Abstract] | |||
Field inventory | 50,400 | 52,400 | |
Shipping and Handling [Member] | |||
Operations and Significant Accounting Policies [Line Items] | |||
Selling and administrative expense | $ 14,000 | $ 13,100 | $ 13,400 |
Operations and Significant Ac_6
Operations and Significant Accounting Policies (Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Net income | $ 15,653 | $ 5,825 | $ 8,719 | $ 10,657 | $ 46,696 | $ 7,197 | $ 6,139 | $ (4,545) | $ 40,854 | $ 55,487 | $ 14,664 |
Basic-weighted average shares outstanding | 28,118 | 27,939 | 27,804 | ||||||||
Effect of dilutive potential securities | 772 | 232 | 160 | ||||||||
Diluted-weighted average shares outstanding | 28,890 | 28,171 | 27,964 | ||||||||
Basic EPS (in dollars per share) | $ 0.56 | $ 0.21 | $ 0.31 | $ 0.38 | $ 1.67 | $ 0.26 | $ 0.22 | $ (0.16) | $ 1.45 | $ 1.99 | $ 0.53 |
Diluted EPS (in dollars per share) | $ 0.54 | $ 0.20 | $ 0.30 | $ 0.37 | $ 1.65 | $ 0.26 | $ 0.22 | $ (0.16) | $ 1.41 | $ 1.97 | $ 0.52 |
Shares excluded from computation of earnings per share | 700 | 1,200 | 1,400 |
Operations and Significant Ac_7
Operations and Significant Accounting Policies (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | $ (49,078) | ||
Accumulated other comprehensive income (loss), end of the period | (55,737) | $ (49,078) | |
Accumulated Other Comprehensive Loss [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | (49,078) | (58,526) | $ (53,894) |
Other comprehensive income (loss) before reclassifications, net of tax | (3,883) | 7,208 | (5,642) |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | 3,602 | 3,553 | 1,601 |
Reclassification from AOCI, Current Period, Tax | (429) | (1,313) | (591) |
Net current-period other comprehensive income (loss) | (710) | 9,448 | (4,632) |
Accumulated other comprehensive income (loss), end of the period | (55,737) | (49,078) | (58,526) |
Cash Flow Hedging Gain (Loss) [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | (3,530) | 1,546 | 1,201 |
Other comprehensive income (loss) before reclassifications, net of tax | 7,197 | (5,529) | 1,088 |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | 913 | 718 | (1,179) |
Reclassification from AOCI, Current Period, Tax | 221 | (265) | 436 |
Net current-period other comprehensive income (loss) | 8,331 | (5,076) | 345 |
Accumulated other comprehensive income (loss), end of the period | 4,085 | (3,530) | 1,546 |
Pension Liability [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | (25,813) | (26,458) | (25,982) |
Other comprehensive income (loss) before reclassifications, net of tax | (2,711) | (1,142) | (2,229) |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | 2,689 | 2,835 | 2,780 |
Reclassification from AOCI, Current Period, Tax | (650) | (1,048) | (1,027) |
Net current-period other comprehensive income (loss) | (672) | 645 | (476) |
Accumulated other comprehensive income (loss), end of the period | (31,718) | (25,813) | (26,458) |
Cumulative Translation Adjustment [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | (19,735) | (33,614) | (29,113) |
Other comprehensive income (loss) before reclassifications, net of tax | (8,369) | 13,879 | (4,501) |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | 0 | 0 | 0 |
Reclassification from AOCI, Current Period, Tax | 0 | 0 | 0 |
Net current-period other comprehensive income (loss) | (8,369) | 13,879 | (4,501) |
Accumulated other comprehensive income (loss), end of the period | (28,104) | $ (19,735) | $ (33,614) |
AccountingStandardsUpdate201802 [Member] | Accumulated Other Comprehensive Loss [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | (5,949) | ||
AccountingStandardsUpdate201802 [Member] | Cash Flow Hedging Gain (Loss) [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | (716) | ||
AccountingStandardsUpdate201802 [Member] | Pension Liability [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ (5,233) |
Business Acqusition Business _2
Business Acqusition Business Acquisition (Details) - USD ($) $ in Thousands | Feb. 11, 2019 | Jan. 04, 2016 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||||||||
Revenues | $ 242,444 | $ 202,307 | $ 212,820 | $ 202,064 | $ 222,555 | $ 190,117 | $ 197,154 | $ 186,567 | $ 859,634 | $ 796,392 | $ 763,520 | ||
SurgiQuestInc [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business combination, consideration transferred | $ 257,700 | ||||||||||||
Payments to acquire business | $ 265,000 | ||||||||||||
Revenues | 68,400 | ||||||||||||
Pro Forma Information [Abstract] | |||||||||||||
Business Acquisition, Pro Forma Revenue | 763,520 | ||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ 29,153 | ||||||||||||
Subsequent Event [Member] | Buffalo Filter LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Payments to acquire business | $ 365,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 45,898 | $ 41,844 |
Work in process | 15,000 | 14,666 |
Finished goods | 93,701 | 84,926 |
Total inventory | $ 154,599 | $ 141,436 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |||
Rental expense | $ 8,700 | $ 6,500 | $ 6,000 |
Capital Lease Obligations Incurred | 200 | 800 | |
Property, Plant and Equipment [Line Items] | |||
Capitalized Computer Software, Gross | 47,800 | 45,300 | |
Property, plant and equipment, gross | 332,335 | 323,305 | |
Less: Accumulated depreciation | (219,090) | (207,076) | |
Total property, plant and equipment | 113,245 | 116,229 | |
Capitalized Computer Software, Accumulated Amortization | (34,500) | (30,400) | |
Capitalized Computer Software, Amortization | 4,700 | 4,500 | $ 4,000 |
Operating Leases | |||
2,019 | 8,759 | ||
2,020 | 5,520 | ||
2,021 | 2,929 | ||
2,022 | 2,406 | ||
2,023 | 1,563 | ||
Thereafter | 1,497 | ||
Capital Leases | |||
2,019 | 347 | ||
2,020 | 217 | ||
2,021 | 21 | ||
2,022 | 75 | ||
2,023 | 0 | ||
Thereafter | 0 | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,027 | 4,027 | |
Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 92,470 | 91,766 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 227,795 | 219,675 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 8,043 | $ 7,837 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Goodwill beginning balance | $ 401,954 | $ 397,664 |
Goodwill, Acquired During Period | 0 | 2,209 |
Foreign currency translation | (1,514) | 2,081 |
Goodwill ending balance | 400,440 | 401,954 |
Accumulated goodwill impairment loss | $ 107,000 | $ 107,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Intangible assets, gross carrying amount | $ 603,935 | $ 582,556 | |
Intangible assets, accumulated amortization | (190,742) | (167,616) | |
Amortization of Intangible Assets | 23,200 | 21,300 | $ 20,000 |
Payments for Contingent Consideration Related to Asset Acquisition | 21,323 | 0 | $ 0 |
Future amortization expense [Abstract] | |||
2,019 | 23,978 | ||
2,020 | 23,995 | ||
2,021 | 23,042 | ||
2,022 | 21,583 | ||
2,023 | 20,879 | ||
Trademarks and Trade Names [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Unamortized intangible assets, gross carrying amount | 86,544 | 86,544 | |
Customer Relationships [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Amortized intangible assets, gross carrying amount | 214,577 | 214,685 | |
Intangible assets, accumulated amortization | (97,131) | (86,137) | |
Sales representation, marketing and promotional rights [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Amortized intangible assets, gross carrying amount | 149,376 | 149,376 | |
Intangible assets, accumulated amortization | (42,000) | (36,000) | |
Patents and Other Intangible Assets [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Amortized intangible assets, gross carrying amount | 61,473 | 69,668 | |
Intangible assets, accumulated amortization | (44,242) | (42,127) | |
Technology-Based Intangible Assets [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Amortized intangible assets, gross carrying amount | 91,965 | 62,283 | |
Intangible assets, accumulated amortization | (7,369) | $ (3,352) | |
Payments for Contingent Consideration Related to Asset Acquisition | 21,300 | ||
Finite-lived Intangible Assets Acquired | $ 8,400 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | ||
In Process Research and Development [Member] | |||
Future amortization expense [Abstract] | |||
Impairment of Intangible Assets, Finite-lived | $ 9,500 | ||
Expense [Member] | |||
Future amortization expense [Abstract] | |||
2,019 | 17,978 | ||
2,020 | 17,995 | ||
2,021 | 17,042 | ||
2,022 | 15,583 | ||
2,023 | 14,879 | ||
Reduction of Revenue [Member] | |||
Future amortization expense [Abstract] | |||
2,019 | 6,000 | ||
2,020 | 6,000 | ||
2,021 | 6,000 | ||
2,022 | 6,000 | ||
2,023 | $ 6,000 | ||
Weighted Average [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 24 years | ||
Weighted Average [Member] | Customer Relationships [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 29 years | ||
Weighted Average [Member] | Sales representation, marketing and promotional rights [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 25 years | ||
Weighted Average [Member] | Patents and Other Intangible Assets [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 14 years | ||
Weighted Average [Member] | Technology-Based Intangible Assets [Member] | |||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 16 years |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets (Other Intangible Assets) (Details) - USD ($) $ in Millions | Jan. 06, 2016 | Jan. 03, 2012 |
Other Intangible Assets [Line Items] | ||
Up-front payment | $ 63 | |
Contingent payment period | 4 years | |
Additional contingent cash payment | $ 84 | |
After Year Four of Meeting Supply Target [Member] | ||
Other Intangible Assets [Line Items] | ||
Conditional payment, amount paid | $ 16.7 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Unamortized Debt Issuance Expense | $ 311 | $ 467 |
Total long-term debt | 456,900 | 486,443 |
Current portion of long-term debt | 18,336 | 14,699 |
Long-term debt | 438,564 | 471,744 |
Revolving Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 312,000 | 327,000 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 144,064 | 157,033 |
Mortgages Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | $ 836 | $ 2,410 |
Long Term Debt (Narrative) (Det
Long Term Debt (Narrative) (Details) - USD ($) | Feb. 07, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Jan. 29, 2019 | Dec. 31, 2017 | Jan. 04, 2016 |
Debt Instrument [Line Items] | ||||||
Loss on early extinguishment of debt | $ 254,000 | |||||
Long-term debt outstanding | $ 456,900,000 | $ 486,443,000 | ||||
Interest rate at period end (percent) | 4.405% | |||||
Debt Instrument, Financing Costs Expensed | $ 2,700,000 | |||||
Revolving Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 312,000,000 | 327,000,000 | ||||
Line of credit facility, available borrowing capacity | 210,000,000 | |||||
Revolving Line of Credit [Member] | Amended and Restated Senior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 525,000,000 | |||||
Letters of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit outstanding | 3,000,000 | |||||
Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | 144,400,000 | |||||
Long-term debt outstanding | 144,064,000 | 157,033,000 | ||||
Term Loan Facility [Member] | Amended and Restated Senior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 175,000,000 | |||||
Mortgages Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt outstanding | $ 836,000 | $ 2,410,000 | ||||
Debt interest rate (percent) | 8.25% | |||||
Federal Funds Effective Swap Rate [Member] | Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 0.50% | |||||
Eurodollar [Member] | Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 1.00% | |||||
Subsequent Event [Member] | Revolving Line of Credit [Member] | Amended and Restated Senior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 585,000,000 | |||||
Subsequent Event [Member] | Convertible Notes Payable [Member] | 2.625 Percent Convertible Notes Due 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 345,000,000 | |||||
Debt interest rate (percent) | 2.625% | |||||
Credit Agreement Expiration Trigger Requirement, Convertible Note Outstanding Balance | 150,000,000 | |||||
Subsequent Event [Member] | Term Loan Facility [Member] | Amended and Restated Senior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | $ 265,000,000 | |||||
Subsequent Event [Member] | Federal Funds Effective Swap Rate [Member] | Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 0.50% | |||||
Subsequent Event [Member] | Eurodollar [Member] | Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate (percent) | 1.00% |
Long Term Debt (Maturities of L
Long Term Debt (Maturities of Long-term Debt) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Scheduled maturities of long-term debt outstanding [Abstract] | |
2,019 | $ 18,336 |
2,020 | 17,500 |
2,021 | 421,375 |
2,022 | 0 |
2,023 | 0 |
Thereafter | $ 0 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax expense: | ||||
Federal | $ (1,077) | $ 1,744 | $ 312 | |
State | 777 | 2,101 | 159 | |
Foreign | 8,036 | 9,421 | 7,111 | |
Current income tax expense (benefit) | 7,736 | 13,266 | 7,582 | |
Deferred income tax expense (benefit) | 2,063 | (40,021) | (2,871) | |
Provision (benefit) for income taxes | 9,799 | (26,755) | $ 4,711 | |
Tax Cuts and Jobs Act, Incomplete Accounting, Provisional Income Tax Expense (Benefit) | $ (31,900) | $ (31,900) | ||
Tax Cuts and Jobs Act, Measurement Period Adjustment, Deferred Tax Revaluation, Income Tax Expense (Benefit) | 1,300 | |||
Tax Cuts and Jobs Act, Measurement Period Adjustment, Foreign Items, Income Tax Expense (Benefit) | (400) | |||
Tax Cuts and Jobs Act, Income Tax Expense (Benefit) | $ (31,000) |
Income Taxes (Effective Income
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | |||
Tax provision at statutory rate based on income before income taxes (percent) | 21.00% | 35.00% | 35.00% |
Effective Income Tax Rate Reconciliation Tax Reform, Domestic | 1.80% | (111.00%) | 0.00% |
Effective Income Tax Rate Reconciliation Tax Reform, International | (3.60%) | (0.00%) | (0.00%) |
Effective Income Tax Rate Reconciliation, Consolidated Group Restructuring | 0.00% | (7.40%) | 0.00% |
Foreign income taxes (percent) | 3.60% | (5.30%) | (6.80%) |
Federal research credit (percent) | (2.80%) | (2.80%) | (5.60%) |
Settlement of taxing authority examinations (percent) | (0.70%) | (2.10%) | (3.50%) |
Stock-based compensation (percent) | (1.60%) | (2.10%) | (0.00%) |
European permanent deduction (percent) | (0.20%) | (0.50%) | (3.40%) |
Non deductible/non-taxable items (percent) | (1.20%) | (0.50%) | 7.20% |
State income taxes, net of federal tax benefit (percent) | 1.60% | 2.80% | 1.70% |
Effective Income Tax Rate Reconciliation, US tax on worldwide earnings at different rates, Percent | 2.90% | 0.00% | 0.00% |
Other, net (percent) | (1.50%) | 0.80% | (0.30%) |
Effective income tax rate, continuing operations (percent) | 19.30% | (93.10%) | 24.30% |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Components of Deferred Tax Assets [Abstract] | ||
Inventory | $ 4,096 | $ 2,420 |
Net operating losses | 7,358 | 11,091 |
Capitalized research and development | 7,214 | 8,557 |
Deferred compensation | 2,085 | 1,749 |
Accounts receivable | 2,296 | 1,855 |
Compensation and benefits | 5,434 | 4,138 |
Accrued pension | 3,205 | 2,695 |
Research and development credit | 8,585 | 8,957 |
Other | 2,235 | 9,342 |
Less: valuation allowances | (1,159) | (570) |
Deferred Tax Assets, Net of Valuation Allowance | 41,349 | 50,234 |
Components of Deferred Tax Liabilities [Abstract] | ||
Goodwill and intangible assets | 100,108 | 102,099 |
Depreciation | 1,345 | 3,333 |
State taxes | 12,212 | 11,709 |
Deferred Tax Liabilities, Undistributed Foreign Earnings | 3,583 | 6,000 |
Contingent interest | 0 | 40 |
Deferred tax liabilities | 117,248 | 123,181 |
Net liability | $ (75,899) | $ (72,947) |
Income Taxes (Income Before Inc
Income Taxes (Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Undistributed Earnings of Foreign Subsidiaries | $ 18,400 | ||
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries | 600 | ||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
U.S. income (loss) | 24,320 | $ 1,492 | $ (6,128) |
Foreign income | 26,333 | 27,240 | 25,503 |
Income before income taxes | $ 50,653 | $ 28,732 | $ 19,375 |
Income Taxes (Tax Credit Carryf
Income Taxes (Tax Credit Carryforwards) (Details) - Federal [Member] $ in Millions | Dec. 31, 2018USD ($) |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | $ 29.5 |
Research and Development Credit [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | $ 8.6 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Unrecognized Tax Benefits [Roll Forward] | |||
Balance as of January 1 | $ 2,943 | $ 1,839 | $ 616 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | (250) | (246) | 0 |
Increases for positions taken in current periods | 1,017 | 1,957 | 1,584 |
Decreases in unrecorded tax positions related to settlement with the taxing authorities | (370) | (607) | (361) |
Decreases in unrecorded tax positions related to lapse of statute of limitations | (267) | 0 | 0 |
Balance as of December 31 | $ 3,073 | $ 2,943 | $ 1,839 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Oct. 28, 2013$ / shares | Feb. 29, 2012$ / shares | Dec. 31, 2018USD ($)plans$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Dividends per share of common stock (in dollars per share) | $ / shares | $ 0.20 | $ 0.15 | $ 0.80 | $ 0.80 | $ 0.80 |
Dividends payable | $ 5,626,000 | $ 5,592,000 | $ 5,566,000 | ||
Preferred stock, shares authorized | shares | 500,000 | 500,000 | |||
Preferred stock, par value (in dollars per per share) | $ / shares | $ 0.01 | $ 0.01 | |||
Shares authorized under repurchase program | $ 200,000,000 | ||||
Total stock repurchased under plan, shares | shares | 6,100,000 | ||||
Total stock repurchased under plan, value | $ 162,600,000 | ||||
Remaining authorized repurchase amount | $ 37,400,000 | ||||
Number of shares reserved for share-based compensation plans | shares | 13,300,000 | ||||
Number of share-based compensation plans | plans | 2 | ||||
Number of shares available for grant | shares | 4,700,000 | ||||
Stock-based compensation | $ 10,037,000 | $ 8,472,000 | 8,375,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost | 700,000 | ||||
Tax benefit from stock-based compensation | 2,300,000 | 2,000,000 | 3,100,000 | ||
Proceeds from stock options exercised | $ 3,500,000 | $ 1,000,000 | $ 0 | ||
Stock Options and Stock Appreciation Rights (SARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period from date of grant (in years) | 10 years | ||||
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting term (in years) | 4 years | ||||
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting term (in years) | 5 years |
Shareholders' Equity (Stock Opt
Shareholders' Equity (Stock Options) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Unrecognized compensation cost | $ 21.3 | ||
Weighted average period costs expected to be recognized (in years) | 3 years 3 months 1 day | ||
Stock Options and Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value of Stock options & SARs (in dollars per share) | $ 14.78 | $ 10.07 | $ 8.61 |
Expected stock price volatility (percent) | 25.69% | 27.63% | 26.88% |
Risk-free interest rate (percent) | 2.62% | 2.11% | 1.45% |
Expected annual dividend yield (percent) | 1.34% | 1.87% | 2.10% |
Expected term of option & SARs (in years) | 5 years 8 months 4 days | 5 years 9 months 26 days | 5 years 11 months 26 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of shares outstanding, Beginning Balance | 2,308 | ||
Number of shares, Granted | 839 | ||
Number of shares, Forfeited | (123) | ||
Number of shares, Exercised | (173) | ||
Number of shares outstanding, Ending Balance | 2,851 | 2,308 | |
Number of shares, Exercisable | 797 | ||
Number of shares, Stock options & SARs expected to vest | 2,053 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |||
Weighted average exercise price, Beginning Balance (in dollars per share) | $ 42.75 | ||
Weighted average exercise price, Granted (in dollars per share) | 59.64 | ||
Weighted average exercise price, Forfeited (in dollars per share) | 44.59 | ||
Weighted average exercise price, Exercised (in dollars per share) | 42.20 | ||
Weighted average exercise price, Ending Balance (in dollars per share) | 47.67 | $ 42.75 | |
Exercisable, Weighted Average Exercise Price (in dollars per share) | 43.23 | ||
Stock options & SARs expected to vest, Weighted Average Exercise Price (in dollars per share) | $ 49.40 | ||
Weighted average remaining contractual term, options outstanding (in years) | 7 years 9 months 5 days | ||
Weighted average remaining contractual term, options exercisable (in years) | 6 years 8 months 16 days | ||
Aggregate intrinsic value, options outstanding | $ 47.2 | ||
Aggregate intrinsic value, options exercisable | 16.7 | ||
Aggregate intrinsic value | $ 4.2 | $ 2.7 | $ 1.4 |
Restricted Stock Units (RSUs) and Performance Share Units (PSUs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Number of shares outstanding, Beginning Balance | 228 | ||
Number of shares, Granted | 31 | ||
Number of shares, Vested | (66) | ||
Number of shares, Forfeited | (6) | ||
Number of shares outstanding, Ending Balance | 187 | 228 | |
Share-based Compensation Arrangement by Share-based Payment Award, Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Weighted average grant date fair value, Beginning Balance (in dollars per share) | $ 41.66 | ||
Weighted average grant date fair value, Granted (in dollars per share) | 61.76 | $ 48.32 | $ 40.27 |
Weighted average grant date fair value, Vested (in dollars per share) | 45.81 | ||
Weighted average grant date fair value, Forfeited (in dollars per share) | 45.03 | ||
Weighted average grant date fair value, Ending Balance (in dollars per share) | $ 43.46 | $ 41.66 | |
Total fair value of shares vested | $ 3 | $ 3.4 | $ 4.7 |
Shareholders' Equity (Employee
Shareholders' Equity (Employee Plan) (Details) | 12 Months Ended |
Dec. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for share-based compensation plans | 13,300,000 |
Employee Plan [Member] | Employee Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for share-based compensation plans | 1,000,000 |
Minimum percent of salary employees can invest | 1.00% |
Maximum percent of salary employees can invest | 10.00% |
Purchase prices percent of fair market value | 95.00% |
Number of shares issued under Plan | 16,800 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||
Net Sales | $ 859,634 | $ 796,392 | $ 763,520 |
Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 825,021 | 762,819 | 732,390 |
Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 34,613 | 33,573 | 31,130 |
Orthopedic Surgery [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 446,728 | 428,944 | 422,103 |
Orthopedic Surgery [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 413,630 | 396,147 | 391,114 |
Orthopedic Surgery [Member] | Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 33,098 | 32,797 | 30,989 |
General Surgery [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 412,906 | 367,448 | 341,417 |
General Surgery [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 411,391 | 366,672 | 341,276 |
General Surgery [Member] | Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | $ 1,515 | $ 776 | $ 141 |
Revenues Revenue from Contracts
Revenues Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with Customer, Liability, Revenue Recognized | $ 5,000 | $ 3,900 | $ 3,500 |
Contract with Customer, Liability | $ 11,043 | $ 7,786 |
Business Segments and Geograp_3
Business Segments and Geographic Areas (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)Customers | Dec. 31, 2017USD ($)Customers | Dec. 31, 2016USD ($)Customers | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 859,634 | $ 796,392 | $ 763,520 |
Number of customer representing over 10% of consolidated net sales | Customers | 0 | 0 | 0 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | $ 448,648 | $ 411,041 | $ 399,107 |
Americas (excluding the United States) [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 97,528 | 91,169 | 87,532 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 166,563 | 155,849 | 147,985 |
Asia Pacific [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 146,895 | 138,333 | 128,896 |
Orthopedic Surgery [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 446,728 | 428,944 | 422,103 |
Orthopedic Surgery [Member] | United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 172,462 | 167,602 | 171,158 |
Orthopedic Surgery [Member] | Americas (excluding the United States) [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 66,519 | 60,439 | 56,773 |
Orthopedic Surgery [Member] | EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 112,998 | 106,921 | 103,709 |
Orthopedic Surgery [Member] | Asia Pacific [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 94,749 | 93,982 | 90,463 |
General Surgery [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 412,906 | 367,448 | 341,417 |
General Surgery [Member] | United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 276,186 | 243,439 | 227,949 |
General Surgery [Member] | Americas (excluding the United States) [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 31,009 | 30,730 | 30,759 |
General Surgery [Member] | EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 53,565 | 48,928 | 44,276 |
General Surgery [Member] | Asia Pacific [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | $ 52,146 | $ 44,351 | $ 38,433 |
Employee Benefit Plans (Defined
Employee Benefit Plans (Defined Contribution Plan) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 8.3 | $ 7.5 | $ 7.1 |
Employee Benefit Plans (Employe
Employee Benefit Plans (Employee Benefit Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | $ 675 | $ 603 | $ 452 |
Interest cost | 2,806 | 2,773 | 2,878 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 74,932 | ||
Fair value of plan assets at end of year | 66,307 | 74,932 | |
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated Benefit Obligation | 80,776 | 87,765 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of year | 87,765 | 82,005 | |
Service cost | 675 | 603 | |
Interest cost | 2,806 | 2,773 | |
Actuarial (gain) loss | (7,430) | 6,556 | |
Defined Benefit Plan, Benefit Obligation, Benefits Paid | (2,104) | (1,976) | |
Settlement | (936) | (2,196) | |
Projected benefit obligation at end of year | 80,776 | 87,765 | 82,005 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 74,932 | 69,061 | |
Actual gain (loss) on plan assets | (5,585) | 10,043 | |
Defined Benefit Plan, Plan Assets, Benefits Paid | (2,104) | (1,976) | |
Settlement | (936) | (2,196) | |
Fair value of plan assets at end of year | 66,307 | 74,932 | $ 69,061 |
Funded status | $ (14,469) | $ (12,833) |
Employee Benefit Plans (Amounts
Employee Benefit Plans (Amounts Recognized in Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Retirement Benefits [Abstract] | ||
Liability, Defined Benefit Plan, Noncurrent | $ (14,469) | $ (12,833) |
Accumulated other comprehensive loss | $ (41,822) | $ (40,937) |
Employee Benefit Plans (Actuari
Employee Benefit Plans (Actuarial Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 4.37% | 3.69% | |
Defined Benefit Plan, Assumptions Used Calculating Net Period Benefit Cost, Benefit Obligation, Discount Rate | 3.69% | 4.28% | 4.54% |
Effective rate for interest on benefit obligation (percent) | 3.28% | 3.49% | 3.77% |
Expected return on plan assets (percent) | 7.50% | 8.00% | 8.00% |
Cumulative Gains and Losses Amortization Period Limit | 12 years |
Employee Benefit Plans (Other C
Employee Benefit Plans (Other Changes in Plan Assets and Benefit Obligations) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Retirement Benefits [Abstract] | ||
Current year actuarial loss | $ (3,574) | $ (1,812) |
Amortization of actuarial loss | 2,689 | 2,835 |
Total recognized in other comprehensive loss | (885) | $ 1,023 |
Estimated portion of net actuarial loss in accumulated other comprehensive loss | $ 2,900 |
Employee Benefit Plans (Net Per
Employee Benefit Plans (Net Periodic Pension Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 675 | $ 603 | $ 452 |
Interest cost on projected benefit obligation | 2,806 | 2,773 | 2,878 |
Expected return on plan assets | (5,418) | (5,300) | (5,189) |
Amortization of loss | 2,689 | 2,835 | 2,780 |
Net periodic pension cost | $ 752 | $ 911 | $ 921 |
Employee Benefit Plans (Allocat
Employee Benefit Plans (Allocation of Pension Plan Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 100.00% | 100.00% |
Target allocation (percent) | 100.00% | |
Number of CONMED shares in Plan | 27,562 | |
Fair value of CONMED shares in Plan | $ 1.8 | |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 71.00% | 87.00% |
Target allocation (percent) | 70.00% | |
Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 29.00% | 13.00% |
Target allocation (percent) | 30.00% |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Plan Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 66,307 | $ 74,932 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 24,002 | 44,617 |
Fair Value Measured at Net Asset Value Per Share [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 42,305 | 30,315 |
Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 6,362 | 36,643 |
Fixed Income Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 17,640 | 7,974 |
Money Market Funds [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 1,385 | 1,517 |
Mututal Funds [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 40,920 | $ 28,798 |
Employee Benefit Plans (Expecte
Employee Benefit Plans (Expected Future Employee Service) (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Retirement Benefits [Abstract] | |
2,019 | $ 5,602 |
2,020 | 5,651 |
2,021 | 4,901 |
2,022 | 5,249 |
2,023 | 5,294 |
2024-2028 | $ 25,688 |
Legal Matters and Contingenci_2
Legal Matters and Contingencies (Details) - USD ($) $ in Millions | Jul. 10, 2018 | Jan. 18, 2017 | Dec. 31, 2017 | Dec. 31, 2018 |
Loss Contingencies [Line Items] | ||||
Product liability insurance, amount per incident | $ 30 | |||
Product liability insurance, aggregate annual amount | $ 30 | |||
Loss Contingency, Damages Paid, Value | $ 12.3 | |||
Lexion Alleged Lost Profits [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $ 22 | |||
Lexion Costs Related to Alleged Corrective Advertising [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Sought, Value | 18.7 | |||
Pending Litigation [Member] | EndoDynamix, Inc. [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Sought, Value | $ 12.7 | |||
SurgiQuestInc [Member] | Selling and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | 12.2 | |||
SurgiQuestInc [Member] | Compensatory damages [Member] | Selling and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | 2.2 | |||
SurgiQuestInc [Member] | Punitive damages [Member] | Selling and Administrative Expenses [Member] | ||||
Loss Contingencies [Line Items] | ||||
Loss Contingency, Damages Awarded, Value | $ 10 |
Acquisition, Restructuring an_3
Acquisition, Restructuring and Other Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Restructuring charges | $ 100 | $ 1,300 | $ 300 | $ 2,500 | |||||
Proceeds from Sale of Buildings | $ 5,200 | ||||||||
Impairment charges | $ 4,212 | $ 0 | 0 | ||||||
Legal Fees | 5,300 | ||||||||
Gain on sale of facility | 0 | 0 | (1,890) | ||||||
Other expense | 0 | 0 | 2,942 | ||||||
Debt Instrument, Financing Costs Expensed | 2,700 | ||||||||
Loss on early extinguishment of debt | 254 | ||||||||
Cost of Sales [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Restructuring charges | 0 | 2,903 | 7,612 | ||||||
Cost of Sales [Member] | Consolidation Costs [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Restructuring charges | 0 | 2,903 | 3,066 | ||||||
Cost of Sales [Member] | Product Offering Consolidation [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Restructuring charges | 1,300 | ||||||||
Cost of Sales [Member] | Termination of Product Offering [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Restructuring charges | 0 | 0 | 4,546 | ||||||
Selling and Administrative Expenses [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Business and asset acquisition costs | $ 1,300 | $ 1,100 | 1,300 | 100 | 400 | 500 | 2,372 | 2,336 | 17,029 |
Legal Fees | $ 400 | $ 300 | $ 2,500 | $ 14,200 | 0 | 17,480 | 3,773 | ||
Gain on sale of facility | 0 | 0 | (1,890) | ||||||
Acquisition, restructuring and other expense | 2,372 | 21,163 | 25,582 | ||||||
Selling and Administrative Expenses [Member] | Administrative Restructuring [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Restructuring charges | 0 | 1,347 | 6,670 | ||||||
Research and Development Expense [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Impairment charges | $ 4,200 | 4,212 | 0 | 0 | |||||
Other Expense [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Other expense | 0 | 0 | 2,942 | ||||||
SurgiQuestInc [Member] | Selling and Administrative Expenses [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Business and asset acquisition costs | 1,100 | 2,300 | $ 17,000 | ||||||
Loss Contingency, Damages Awarded, Value | 12,200 | ||||||||
Buffalo Filter LLC [Member] | Selling and Administrative Expenses [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Business and asset acquisition costs | $ 1,300 | ||||||||
Compensatory damages [Member] | SurgiQuestInc [Member] | Selling and Administrative Expenses [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Loss Contingency, Damages Awarded, Value | 2,200 | ||||||||
Punitive damages [Member] | SurgiQuestInc [Member] | Selling and Administrative Expenses [Member] | |||||||||
Acquisition, Restructuring and Other Expense [Line Items] | |||||||||
Loss Contingency, Damages Awarded, Value | $ 10,000 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Guarantees [Abstract] | |||
Standard warranty period (in years) | 1 year | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 1,750 | $ 1,954 | $ 2,509 |
Provision for warranties | 1,099 | 1,034 | 610 |
Claims made | (1,264) | (1,238) | (1,165) |
Ending balance | 1,585 | 1,750 | 1,954 |
Extended Product Warranty Disclosure [Abstract] | |||
Product Warranty Expense | $ 4,900 | $ 4,600 | $ 4,100 |
Fair Value Measurement (Foreign
Fair Value Measurement (Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative [Line Items] | |||
Gains (losses) on intercompany receivables | $ (800) | $ 1,100 | $ (100) |
Prepaid Expenses and Other Current Assets [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 5,836 | ||
Derivative Liability, Fair Value, Gross Liability | (648) | ||
Fair value, assets (liabilities), net | 5,188 | ||
Other Current Liabilities | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 350 | ||
Derivative Liability, Fair Value, Gross Liability | (6,023) | ||
Fair value, assets (liabilities), net | (5,673) | ||
Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Forward contracts not designated as hedging instruments net realized gains (losses) | 100 | (1,600) | 0 |
Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Notional amount of cash flow hedges | 155,300 | ||
Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 5,817 | ||
Derivative Liability, Fair Value, Gross Liability | (431) | ||
Fair value, assets (liabilities), net | 5,386 | ||
Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Other Current Liabilities | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 346 | ||
Derivative Liability, Fair Value, Gross Liability | (5,945) | ||
Fair value, assets (liabilities), net | (5,599) | ||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 19 | ||
Derivative Liability, Fair Value, Gross Liability | (217) | ||
Fair value, assets (liabilities), net | (198) | ||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | Other Current Liabilities | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Derivative Asset, Fair Value, Gross Asset | 4 | ||
Derivative Liability, Fair Value, Gross Liability | (78) | ||
Fair value, assets (liabilities), net | (74) | ||
Cash Flow Hedging [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Cash flow hedges realized gains (losses) | (900) | $ (700) | $ 1,200 |
Unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss) expected to be recognized in next fiscal year | 4,100 | ||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Notional amount of cash flow hedges | $ 39,600 |
New Accounting Pronouncements_2
New Accounting Pronouncements New Accounting Pronouncements (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | |
Sales Revenue, Net [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Sales Commissions and Fees | $ 8.3 | |||
Selling and Administrative Expenses [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Sales Commissions and Fees | $ 8.2 | $ 7.9 | ||
Retained Earnings [Member] | Accounting Standards Update 2014-09 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
New Accounting Pronouncement or Change in Accounting Principle, Cumulative Effect of Change on Equity or Net Assets | 0.4 | |||
Accumulated Other Comprehensive Loss [Member] | AccountingStandardsUpdate201802 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ (5.9) | |||
Minimum [Member] | Accounting Standards Update 2016-02 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating Lease, Right-of-Use Asset | $ 17 | |||
Operating Lease, Liability | 17 | |||
Maximum [Member] | Accounting Standards Update 2016-02 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Operating Lease, Right-of-Use Asset | 19 | |||
Operating Lease, Liability | $ 19 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Feb. 11, 2019 | Feb. 07, 2019 | Jan. 29, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 04, 2016 |
Buffalo Filter LLC [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Payments to acquire business | $ 365,000,000 | ||||||||||||
Amended and Restated Senior Credit Agreement [Member] | Term Loan Facility [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 175,000,000 | ||||||||||||
Amended and Restated Senior Credit Agreement [Member] | Term Loan Facility [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 265,000,000 | ||||||||||||
Amended and Restated Senior Credit Agreement [Member] | Revolving Line of Credit [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 525,000,000 | ||||||||||||
Amended and Restated Senior Credit Agreement [Member] | Revolving Line of Credit [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 585,000,000 | ||||||||||||
2.625 Percent Convertible Notes Due 2024 [Member] | Convertible Notes Payable [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 345,000,000 | ||||||||||||
Debt interest rate (percent) | 2.625% | ||||||||||||
Credit Agreement Expiration Trigger Requirement, Convertible Note Outstanding Balance | $ 150,000,000 | ||||||||||||
Debt Instrument, Convertible, Initial Conversion Rate | 11.2608 | ||||||||||||
Debt Instrument, Convertible, Conversion Price | $ 88.80 | ||||||||||||
London Interbank Offered Rate (LIBOR) [Member] | Amended and Restated Senior Credit Agreement [Member] | Long-term Debt [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Basis spread on variable rate (percent) | 1.875% | ||||||||||||
Federal Funds Effective Swap Rate [Member] | Amended and Restated Senior Credit Agreement [Member] | Long-term Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Basis spread on variable rate (percent) | 0.50% | ||||||||||||
Federal Funds Effective Swap Rate [Member] | Amended and Restated Senior Credit Agreement [Member] | Long-term Debt [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Basis spread on variable rate (percent) | 0.50% | ||||||||||||
Eurodollar [Member] | Amended and Restated Senior Credit Agreement [Member] | Long-term Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Basis spread on variable rate (percent) | 1.00% | ||||||||||||
Eurodollar [Member] | Amended and Restated Senior Credit Agreement [Member] | Long-term Debt [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Basis spread on variable rate (percent) | 1.00% | ||||||||||||
Call Option [Member] | Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Hedge and warrant transactions, net cash paid | $ 21,000,000 | ||||||||||||
Option Indexed to Issuer's Equity, Strike Price | $ 114.92 | ||||||||||||
Selling and Administrative Expenses [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Business and asset acquisition costs | $ 1,300,000 | $ 1,100,000 | $ 1,300,000 | $ 100,000 | $ 400,000 | $ 500,000 | $ 2,372,000 | $ 2,336,000 | $ 17,029,000 | ||||
Selling and Administrative Expenses [Member] | Buffalo Filter LLC [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Business and asset acquisition costs | $ 1,300,000 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information [Line Items] | |||||||||||
Revenues | $ 242,444 | $ 202,307 | $ 212,820 | $ 202,064 | $ 222,555 | $ 190,117 | $ 197,154 | $ 186,567 | $ 859,634 | $ 796,392 | $ 763,520 |
Gross Profit | 132,655 | 110,627 | 116,271 | 109,557 | 123,958 | 102,547 | 104,652 | 99,885 | 469,110 | 431,041 | 408,330 |
Net income | $ 15,653 | $ 5,825 | $ 8,719 | $ 10,657 | 46,696 | 7,197 | 6,139 | (4,545) | 40,854 | 55,487 | 14,664 |
Legal Fees | 5,300 | ||||||||||
Tax Cuts and Jobs Act, Incomplete Accounting, Provisional Income Tax Expense (Benefit) | (31,900) | (31,900) | |||||||||
Restructuring charges | $ 100 | $ 1,300 | $ 300 | $ 2,500 | |||||||
Impairment charges | $ 4,212 | $ 0 | $ 0 | ||||||||
EPS: | |||||||||||
Basic (in dollars per share) | $ 0.56 | $ 0.21 | $ 0.31 | $ 0.38 | $ 1.67 | $ 0.26 | $ 0.22 | $ (0.16) | $ 1.45 | $ 1.99 | $ 0.53 |
Diluted (in dollars per share) | $ 0.54 | $ 0.20 | $ 0.30 | $ 0.37 | $ 1.65 | $ 0.26 | $ 0.22 | $ (0.16) | $ 1.41 | $ 1.97 | $ 0.52 |
Selling and Administrative Expenses [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Legal Fees | $ 400 | $ 300 | $ 2,500 | $ 14,200 | $ 0 | $ 17,480 | $ 3,773 | ||||
Business and asset acquisition costs | $ 1,300 | $ 1,100 | $ 1,300 | $ 100 | $ 400 | $ 500 | 2,372 | 2,336 | 17,029 | ||
Research and Development Expense [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Impairment charges | $ 4,200 | 4,212 | 0 | 0 | |||||||
Administrative Restructuring [Member] | Selling and Administrative Expenses [Member] | |||||||||||
Quarterly Financial Information [Line Items] | |||||||||||
Restructuring charges | $ 0 | $ 1,347 | $ 6,670 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Bad Debts [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 2,137 | $ 2,031 | $ 1,336 |
Charged to costs and expenses | 1,485 | 1,031 | 983 |
Deductions | (962) | (925) | (288) |
Balance at end of period | 2,660 | 2,137 | 2,031 |
Sales Returns and Allowances [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 2,219 | 1,817 | 1,814 |
Charged to costs and expenses | 1,050 | 424 | 268 |
Deductions | (23) | (22) | (265) |
Balance at end of period | 3,246 | 2,219 | 1,817 |
Deferred Tax Asset Valuation Allowance [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 570 | 441 | 124 |
Charged to costs and expenses | 589 | 129 | 317 |
Deductions | 0 | 0 | 0 |
Balance at end of period | $ 1,159 | $ 570 | $ 441 |