Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 17, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Entity Registrant Name | CONMED CORPORATION | ||
Entity File Number | 001-39218 | ||
Entity Central Index Key | 0000816956 | ||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 16-0977505 | ||
Entity Address, Address Line One | 11311 Concept Boulevard | ||
Entity Address, City or Town | Largo, | ||
Entity Address, State or Province | FL | ||
Entity Address, Postal Zip Code | 33773 | ||
City Area Code | 727 | ||
Local Phone Number | 392-6464 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | CNMD | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1.5 | ||
Entity Common Stock, Shares Outstanding | 28,942,757 | ||
Documents Incorporated by Reference [Text Block] | Portions of the Definitive Proxy Statement and any other informational filings for the 2021 Annual Meeting of Shareholders are incorporated by reference into Part III of this report. | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 27,356 | $ 25,856 |
Accounts receivable, less allowance for doubtful accounts of $3,876 in 2020 and $2,786 in 2019 | 177,152 | 189,097 |
Inventories | 194,868 | 164,616 |
Prepaid expenses and other current assets | 17,278 | 17,794 |
Total current assets | 416,654 | 397,363 |
Property, plant and equipment, net | 111,407 | 118,883 |
Deferred income taxes | 6,842 | 5,659 |
Goodwill | 618,440 | 618,042 |
Other intangible assets, net | 501,537 | 532,800 |
Other assets | 96,793 | 102,348 |
Total assets | 1,751,673 | 1,775,095 |
LIABILITIES AND SHAREHOLDERS' EQUITY | ||
Current portion of long-term debt | 18,415 | 13,596 |
Accounts payable | 53,310 | 55,968 |
Accrued compensation and benefits | 50,171 | 53,690 |
Other current liabilities | 68,305 | 64,833 |
Total current liabilities | 190,201 | 188,087 |
Long-term debt | 735,221 | 755,211 |
Deferred income taxes | 57,875 | 74,488 |
Other long-term liabilities | 59,338 | 46,842 |
Total liabilities | 1,042,635 | 1,064,628 |
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 2020 and 2019, respectively | 313 | 313 |
Paid-in capital | 382,628 | 379,324 |
Retained earnings | 457,417 | 470,844 |
Accumulated other comprehensive loss | (63,681) | (59,277) |
Less: Treasury stock, at cost; 2,410,045 and 2,876,729 shares in 2020 and 2019, respectively | (67,639) | (80,737) |
Total shareholders' equity | 709,038 | 710,467 |
Total liabilities and shareholders' equity | $ 1,751,673 | $ 1,775,095 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 3,876 | $ 2,786 |
Preferred stock, par value (in dollars per per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 500,000 | 500,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 31,299,194 | 31,299,194 |
Treasury stock, shares (in shares) | 2,410,045 | 2,876,729 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | |||
Revenues | $ 862,459 | $ 955,097 | $ 859,634 |
Cost of sales | 402,159 | 430,382 | 390,524 |
Gross profit | 460,300 | 524,715 | 469,110 |
Selling and administrative expense | 373,817 | 400,141 | 355,617 |
Research and development expense | 40,473 | 45,460 | 42,188 |
Total operating expenses | 414,290 | 445,601 | 397,805 |
Income from operations | 46,010 | 79,114 | 71,305 |
Interest expense | 44,052 | 42,701 | 20,652 |
Other expense | 355 | 5,188 | 0 |
Income before income taxes | 1,603 | 31,225 | 50,653 |
Provision (benefit) for income taxes | (7,914) | 2,605 | 9,799 |
Net income | $ 9,517 | $ 28,620 | $ 40,854 |
Earnings per share: | |||
Basic (in dollars per share) | $ 0.33 | $ 1.01 | $ 1.45 |
Diluted (in dollars per share) | $ 0.32 | $ 0.97 | $ 1.41 |
Other comprehensive income (loss), before income tax: | |||
Foreign currency translation adjustments | $ 6,963 | $ 25 | $ (8,369) |
Pension liability | (6,499) | 35 | (885) |
Cash flow hedging | (8,489) | (4,736) | 10,985 |
Other comprehensive income (loss), before income tax | (8,025) | (4,676) | 1,731 |
Provision (benefit) for income taxes related to items in other comprehensive income | (3,621) | (1,136) | 2,441 |
Other Comprehensive Income (Loss), Net of Income Tax | (4,404) | (3,540) | (710) |
Comprehensive income | $ 5,113 | $ 25,080 | $ 40,144 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative effect of change in accounting principle(b) | [1] | Common Stock [Member] | Paid-in Capital [Member] | Retained Earnings [Member] | Retained Earnings [Member]Cumulative effect of change in accounting principle(b) | [1] | Accumulated Other Comprehensive Loss [Member] | Accumulated Other Comprehensive Loss [Member]Cumulative effect of change in accounting principle(b) | Treasury Stock [Member] |
Balance at period start (shares) at Dec. 31, 2017 | 31,299 | ||||||||||
Balance at period start 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 ($.80 per share) | (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) | |||||
Balance at period end (Accounting Standards Update 2014-09 and 2018-02 [Member]) at Dec. 31, 2018 | $ 440 | $ 6,389 | $ (5,949) | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common stock issued under employee plans | 4,315 | (3,843) | 8,158 | ||||||||
Stock-based compensation | 11,779 | 11,779 | |||||||||
Dividends on common stock ($.80 per share) | (22,627) | (22,627) | |||||||||
Convertible notes discount, net | 39,145 | 39,145 | |||||||||
Convertible notes debt issuance costs | (1,233) | (1,233) | |||||||||
Convertible notes hedge, net | (38,829) | (38,829) | |||||||||
Issuance of warrants | 30,567 | 30,567 | |||||||||
Comprehensive income (loss): | |||||||||||
Foreign currency translation adjustments | 25 | ||||||||||
Pension liability (net of income tax expense/benefit) | 27 | ||||||||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | (3,592) | ||||||||||
Net income | 28,620 | 28,620 | |||||||||
Comprehensive income | 25,080 | ||||||||||
Balance at period end (shares) at Dec. 31, 2019 | 31,299 | ||||||||||
Balance at period end at Dec. 31, 2019 | 710,467 | $ 313 | 379,324 | 470,844 | (59,277) | (80,737) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Common stock issued under employee plans | 3,291 | (9,807) | 13,098 | ||||||||
Stock-based compensation | 13,111 | 13,111 | |||||||||
Dividends on common stock ($.80 per share) | (22,944) | (22,944) | |||||||||
Comprehensive income (loss): | |||||||||||
Foreign currency translation adjustments | 6,963 | ||||||||||
Pension liability (net of income tax expense/benefit) | (4,929) | ||||||||||
Cash flow hedging gain (loss) (net of income tax expense/benefit) | (6,438) | ||||||||||
Net income | 9,517 | 9,517 | |||||||||
Comprehensive income | 5,113 | ||||||||||
Balance at period end (shares) at Dec. 31, 2020 | 31,299 | ||||||||||
Balance at period end at Dec. 31, 2020 | $ 709,038 | $ 313 | $ 382,628 | $ 457,417 | $ (63,681) | $ (67,639) | |||||
[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. |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholder's Equity (Parenthetical) - $ / shares | Oct. 28, 2013 | Feb. 29, 2012 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Shareholders' Equity Parenthetical [Abstract] | |||||
Dividends per share of common stock (in dollars per share) | $ 0.20 | $ 0.15 | $ 0.80 | $ 0.80 | $ 0.80 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Cash flows from operating activities: | |||
Net income | $ 9,517 | $ 28,620 | $ 40,854 |
Adjustments to reconcile net income to net cash provided by operating acitivites: | |||
Depreciation | 18,044 | 18,688 | 18,530 |
Amortization of Debt Discount | 9,692 | 8,302 | 0 |
Amortization of Deferred Debt Issuance Costs | 3,723 | 3,454 | 1,042 |
Amortization | 54,581 | 53,635 | 42,231 |
Stock-based compensation | 13,111 | 11,779 | 10,037 |
Impairment charges | 0 | 312 | 4,212 |
Deferred income taxes | (14,234) | (6,310) | 2,063 |
Loss on early extinguishment of debt | 0 | 300 | 0 |
Increase (decrease) in cash flows from changes in assets and liabilities, net of acquired assets | |||
Accounts receivable | 13,920 | (13,943) | (17,460) |
Inventories | (30,397) | (117) | (15,037) |
Accounts payable | (2,977) | 38 | 12,109 |
Income taxes | (1,644) | (1,867) | (2,193) |
Accrued compensation and benefits | (4,123) | 9,957 | 9,044 |
Other assets | (8,170) | (22,263) | (24,216) |
Other liabilities | 3,488 | 4,548 | (6,515) |
Total operating | 55,014 | 66,513 | 33,847 |
Net cash provided by operating activities | 64,531 | 95,133 | 74,701 |
Cash flows from investing activities: | |||
Payments related to business acquisitions and asset acquisitions, net of cash acquired | (3,852) | (367,596) | 0 |
Proceeds from Sale of Property Held-for-sale | 3,227 | 0 | 0 |
Purchases of property, plant and equipment | (13,013) | (20,066) | (16,507) |
Net cash used in investing activities | (13,638) | (387,662) | (16,507) |
Cash flows from financing activities: | |||
Payments on term loan | (13,250) | (154,312) | (13,125) |
Proceeds from term loan | 0 | 265,000 | 0 |
Payments on revolving line of credit | (212,000) | (484,000) | (168,000) |
Proceeds from revolving line of credit | 199,000 | 392,000 | 153,000 |
Proceeds from Convertible Debt | 0 | 345,000 | 0 |
Payments on mortgage notes | 0 | (836) | (1,574) |
Payments Related to Contingent Consideration | (2,671) | (6,466) | (21,323) |
Payments related to debt issuance costs | (3,153) | (16,210) | (913) |
Dividends paid on common stock | (22,818) | (22,600) | (22,443) |
Purchase of Convertible Notes Hedges | 0 | (51,198) | 0 |
Proceeds from Issuance of Warrants | 0 | 30,567 | 0 |
Other, net | 2,833 | 3,936 | 2,113 |
Net cash provided by (used in) financing activities | (52,059) | 300,881 | (72,265) |
Effect of exchange rate changes on cash and cash equivalents | 2,666 | (7) | (1,040) |
Net increase (decrease) in cash and cash equivalents | 1,500 | 8,345 | (15,111) |
Cash and cash equivalents at beginning of year | 25,856 | 17,511 | 32,622 |
Cash and cash equivalents at end of year | 27,356 | 25,856 | 17,511 |
Non-cash investing and financing activities: | |||
Contractual obligations from asset acquisition | 0 | 5,639 | 8,360 |
Dividends payable | 5,775 | 5,684 | 5,626 |
Cash paid during the year for: | |||
Interest Paid, Excluding Capitalized Interest, Operating Activities | 30,448 | 27,274 | 19,660 |
Income taxes | $ 9,120 | $ 10,576 | $ 11,048 |
Operations and Significant Acco
Operations and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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 other healthcare professionals in a variety of specialties including orthopedics, general surgery, gynecology, 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. The Company considered COVID-19 related impacts on its estimates, as appropriate, within its consolidated financial statements and there may be changes to those estimates in future periods. The Company believes that the accounting estimates are appropriate after giving consideration to the increased uncertainties surrounding the severity and duration of the COVID-19 pandemic. 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 Leases The Company leases various manufacturing facilities, office facilities and equipment under operating and finance leases. We determine if an arrangement is a lease at inception. Right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our leases include variable lease payments, mainly when a lease is tied to an index rate. These variable lease payments are recorded as expense in the period incurred and are not material. The Company has lease agreements with lease and non-lease components, which we account for separately. For certain equipment leases, we apply a portfolio approach to efficiently account for the operating lease ROU assets and lease liabilities. We also elected the short-term lease exemption and do not recognize leases with terms less than one year on the balance sheet. The related short-term lease expense is not material. Our leases have remaining lease terms of one year to ten years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. We only account for such extensions or early terminations when it is reasonably certain we will exercise such options. Refer to Note 5 for further detail on leases. The Company places 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. Placed equipment is loaned and subject to return if minimum single-use purchases are not met. The Company accounts for these placements as operating leases but applies a practical expedient and does not separate the non-lease and lease components from the combined component. Accordingly, the Company accounts for the combined component as a single performance obligation with revenue recognized upon shipment of the related single use-products. The cost of the equipment is amortized over its estimated useful life which is generally five 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 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 of our single reporting unit during the fourth quarter of 2020. 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 of our reporting unit continues to exceed carrying value. For our indefinite-lived intangible assets, trademarks and tradenames, we performed our impairment testing as of the fourth quarter of 2020 utilizing the relief from royalty income based approach to determine whether the fair value is less than its carrying amount. A considerable amount of management judgment and assumptions are required in performing the impairment testing. The key assumptions used in the impairment testing were long-term revenue growth projections, royalty rates, discount rates and general industry, market and macro-economic conditions. 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. 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, 2020 and 2019 is $43.3 million and $50.3 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 certain 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 $14.6 million, $15.4 million and $14.0 million for 2020, 2019 and 2018, 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. We do so by applying historical loss rates to our accounts receivable aging schedule to estimate expected credit losses. We further adjusted expected credit losses for specifically identified and forecasted credit losses. 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 10 for further detail on revenue. 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, 2020, 2019 and 2018, respectively: 2020 2019 2018 Net income $ 9,517 $ 28,620 $ 40,854 Basic-weighted average shares outstanding 28,581 28,325 28,118 Effect of dilutive potential securities 883 1,170 772 Diluted-weighted average shares outstanding 29,464 29,495 28,890 Net income (per share) Basic $ 0.33 $ 1.01 $ 1.45 Diluted 0.32 0.97 1.41 The shares used in the calculation of diluted EPS exclude options and stock appreciation rights ("SARs") to purchase shares where the exercise price was greater than the average market price of common shares for the year and the effect of the inclusion would be anti-dilutive. Such shares aggregated approximately 1.4 million, 0.7 million and 0.7 million at December 31, 2020, 2019 and 2018, respectively. As more fully described in Note 7, our 2.625% convertible notes due in 2024 (the “Notes”) are convertible under certain circumstances, as defined in the indenture, into a combination of cash and CONMED common stock. The calculation of diluted EPS would include potential diluted shares upon conversion of the Notes when the average market price per share of our common stock for the period, is greater than the conversion price of the Notes of $88.80. During the years ended December 31, 2020 and 2019, our average share price has not exceeded the conversion price of the Notes; therefore, under the net share settlement method, there were no potential shares issuable under the Notes to be used in the calculation of diluted EPS. We intend to settle in cash the principal outstanding and use the treasury stock method when calculating their potential dilutive effect, if any. We have entered into convertible notes hedge transactions to increase the effective conversion price of the Notes to $114.92. However, our convertible notes hedges are not included when calculating potential dilutive shares since their effect is always anti-dilutive. 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 Pension Foreign Currency Translation Accumulated Balance, December 31, 2017 $ (3,530) $ (25,813) $ (19,735) $ (49,078) Other comprehensive income (loss) before reclassifications, net of tax 7,639 (2,711) (8,369) (3,441) Amounts reclassified from accumulated other comprehensive income before tax (a) 913 2,689 — 3,602 Income tax (221) (650) — (871) 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) Other comprehensive income (loss) before reclassifications, net of tax 2,936 (2,158) 25 803 Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) (8,607) 2,881 — (5,726) Income tax 2,079 (696) — 1,383 Net current-period other comprehensive income (loss) (3,592) 27 25 (3,540) Balance, December 31, 2019 $ 493 $ (31,691) $ (28,079) $ (59,277) Other comprehensive income (loss) before reclassifications, net of tax (5,393) (7,068) 6,963 (5,498) Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) (1,378) 2,821 — 1,443 Income tax 333 (682) — (349) Net current-period other comprehensive income (loss) (6,438) (4,929) 6,963 (4,404) Balance, December 31, 2020 $ (5,945) $ (36,620) $ (21,116) $ (63,681) (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 16 and Note 12, respectively, for further details. |
Business Acqusition
Business Acqusition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Acquisition | Business Acquisitions On February 11, 2019 we acquired Buffalo Filter, LLC 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. Buffalo Filter develops, manufactures and markets smoke evacuation technologies that are complementary to our general surgery offering. The business combination was funded through a combination of cash on hand and long-term borrowings as further described in Note 7. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the Buffalo Filter Acquisition. Cash $ 119 Accounts receivable 4,587 Inventory 4,582 Other current assets 146 Current assets 9,434 Property, plant & equipment 4,036 Deferred income taxes 80 Goodwill 215,793 Customer relationships 124,000 Developed technology 9,000 Trademarks & tradenames 7,000 Other non-current assets 166 Total assets acquired $ 369,509 Current liabilities assumed 4,462 Total liabilities assumed 4,462 Net assets acquired $ 365,047 The goodwill recorded as part of the acquisition primarily represents revenue synergies, as well as operating efficiencies and cost savings. The goodwill deductible for tax purposes is $215.8 million. The weighted amortization period for intangibles acquired is 16 years. Customer relationships were valued using the multi-period excess earnings model, and are being amortized over a weighted average life of 16 years. Developed technology and trademarks and tradenames were valued using the relief from royalty method, and are being amortized over a weighted average life of 10 and 20 years, respectively. Significant judgment was applied in estimating the fair value of the customer relationships intangible asset acquired, which involved the use of significant estimates and assumptions with respect to the timing and amounts of cash flow projections, including revenue growth rates, customer attrition rates, the discount rate and projected cost of sales. The unaudited pro forma information for the years ended December 31, 2019 and 2018, assuming the Buffalo Filter Acquisition occurred as of January 1, 2018 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 Buffalo Filter acquisition occurred on the dates indicated, or which may result in the future. 2019 2018 Net sales $ 960,115 $ 898,545 Net income 44,361 10,407 These pro forma results include certain adjustments, primarily due to increases in amortization expense due to fair value adjustments of intangible assets, increases in interest expense due to additional borrowings incurred to finance the acquisition, and acquisition related costs including transaction costs such as legal, accounting, valuation and other professional services as well as integration costs such as severance and retention. Acquisition related costs included in the determination of pro forma net income for the year ended December 31, 2018 were $1.3 million in cost of goods sold and $13.1 million in selling and administrative expense on the consolidated statement of comprehensive income. Such amounts are excluded from the determination of pro forma net income for the year ended December 31, 2019. Net sales associated with Buffalo Filter of $49.6 million have been recorded in the consolidated statement of comprehensive income for the year ended December 31, 2019. It is impracticable to determine the earnings recorded in the consolidated statement of comprehensive income for the year ended December 31, 2019 as these amounts are not separately measured. On December 4, 2019, we acquired, through a share purchase agreement, the operations of a distributor for total estimated consideration of approximately $13.9 million. The purchase price included $4.1 million of identifiable intangible assets and $0.7 million of goodwill. Pro forma results of operations for the acquisition have not been presented as they are not material to our results of operations, either individually or in aggregate, for the period ended December 31, 2019. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following at December 31: 2020 2019 Raw materials $ 71,807 $ 51,103 Work in process 15,864 15,142 Finished goods 107,197 98,371 $ 194,868 $ 164,616 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following at December 31: 2020 2019 Land $ 4,027 $ 4,686 Building and improvements 93,886 95,632 Machinery and equipment 243,810 233,140 Construction in progress 15,680 13,318 357,403 346,776 Less: Accumulated depreciation (245,996) (227,893) $ 111,407 $ 118,883 Internal-use software, included in gross machinery and equipment at December 31, 2020 and 2019 was $50.3 million and $49.6 million, respectively, with related accumulated depreciation of $42.9 million and $38.7 million, respectively. Internal use software depreciation expense was $4.7 million, $4.8 million and $4.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Also, during 2020, we sold a vacant facility for $3.2 million. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Lease costs for the year ended December 31, consist of the following: 2020 2019 Operating lease cost: Straight-line lease cost $ 7,255 $ 7,780 Right-of-use asset impairment cost — 312 Total operating lease cost 7,255 8,092 Finance lease cost: Depreciation 355 238 Interest on lease liabilities 33 27 Total finance lease cost 388 265 Total lease cost $ 7,643 $ 8,357 Rent expense on operating leases was approximately $8.7 million for the year ended December 31, 2018 in accordance with ASC 840. During 2018, we entered into capital lease obligations of $0.2 million, in connection with the purchase of equipment, in accordance with ASC 840. Supplemental balance sheet information related to leases as of December 31, is as follows: 2020 2019 Operating leases Other assets (net of lease impairment of $1,001 at December 31, 2019) $ 21,659 $ 23,099 Other current liabilities $ 7,469 $ 7,268 Other long-term liabilities 14,756 17,096 Total operating lease liabilities $ 22,225 $ 24,364 Finance leases Property, plant and equipment, gross $ 1,762 $ 1,684 Accumulated depreciation (825) (479) Property, plant and equipment, net $ 937 $ 1,205 Current portion of long-term debt $ 197 $ 346 Long-term debt 390 490 Total finance lease liabilities $ 587 $ 836 Weighted average remaining lease term (in years) Operating leases 3.76 years 4.43 years Finance leases 3.22 years 3.61 years Weighted average discount rate Operating leases 5.00 % 4.84 % Finance leases 4.93 % 4.70 % Supplemental cash flow information related to leases for the year ended December 31, was as follows: 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,535 $ 8,459 Financing cash flows from finance leases 373 380 Right-of-use assets obtained in exchange for lease obligations: Operating leases 4,242 12,800 Finance leases 76 563 Maturities of lease liabilities as of December 31, 2020 are as follows: Finance Lease Operating Lease 2021 $ 197 $ 7,469 2022 254 6,792 2023 129 4,922 2024 38 3,676 2025 2 998 Thereafter — 726 Total lease payments 620 24,583 Less imputed interest (33) (2,358) Total lease liabilities $ 587 $ 22,225 |
Leases | Leases Lease costs for the year ended December 31, consist of the following: 2020 2019 Operating lease cost: Straight-line lease cost $ 7,255 $ 7,780 Right-of-use asset impairment cost — 312 Total operating lease cost 7,255 8,092 Finance lease cost: Depreciation 355 238 Interest on lease liabilities 33 27 Total finance lease cost 388 265 Total lease cost $ 7,643 $ 8,357 Rent expense on operating leases was approximately $8.7 million for the year ended December 31, 2018 in accordance with ASC 840. During 2018, we entered into capital lease obligations of $0.2 million, in connection with the purchase of equipment, in accordance with ASC 840. Supplemental balance sheet information related to leases as of December 31, is as follows: 2020 2019 Operating leases Other assets (net of lease impairment of $1,001 at December 31, 2019) $ 21,659 $ 23,099 Other current liabilities $ 7,469 $ 7,268 Other long-term liabilities 14,756 17,096 Total operating lease liabilities $ 22,225 $ 24,364 Finance leases Property, plant and equipment, gross $ 1,762 $ 1,684 Accumulated depreciation (825) (479) Property, plant and equipment, net $ 937 $ 1,205 Current portion of long-term debt $ 197 $ 346 Long-term debt 390 490 Total finance lease liabilities $ 587 $ 836 Weighted average remaining lease term (in years) Operating leases 3.76 years 4.43 years Finance leases 3.22 years 3.61 years Weighted average discount rate Operating leases 5.00 % 4.84 % Finance leases 4.93 % 4.70 % Supplemental cash flow information related to leases for the year ended December 31, was as follows: 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,535 $ 8,459 Financing cash flows from finance leases 373 380 Right-of-use assets obtained in exchange for lease obligations: Operating leases 4,242 12,800 Finance leases 76 563 Maturities of lease liabilities as of December 31, 2020 are as follows: Finance Lease Operating Lease 2021 $ 197 $ 7,469 2022 254 6,792 2023 129 4,922 2024 38 3,676 2025 2 998 Thereafter — 726 Total lease payments 620 24,583 Less imputed interest (33) (2,358) Total lease liabilities $ 587 $ 22,225 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
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: 2020 2019 Balance as of January 1, $ 618,042 $ 400,440 Goodwill resulting from business combinations — 217,482 Goodwill adjustment resulting from business combinations (1,009) — Foreign currency translation 1,407 120 Balance as of December 31, $ 618,440 $ 618,042 During 2019, the Company acquired Buffalo Filter as further described in Note 2. Goodwill resulting from the acquisition amounted to $215.8 million and acquired intangible assets including customer and distributor relationships, developed technology and trademarks and tradenames amounted to $140.0 million. Total accumulated goodwill impairment losses aggregated $107.0 million at December 31, 2020 and 2019, respectively. During 2019, the Company acquired a distributor as further described in Note 2 resulting in identifiable intangible assets of $4.1 million and goodwill. During 2020, the Company recorded a measurement period adjustment related to the acquired distributor. Other intangible assets consist of the following: December 31, 2020 December 31, 2019 Weighted Average Amortization Period (Years) Gross Accumulated Gross Accumulated Intangible assets with definite lives: Customer and distributor relationships 24 $ 342,639 $ (134,555) $ 342,568 $ (115,311) Sales representation, marketing and promotional rights 25 149,376 (54,000) 149,376 (48,000) Patents and other intangible assets 15 73,516 (48,882) 70,646 (46,456) Developed technology 16 106,604 (19,705) 106,604 (13,171) Intangible assets with indefinite lives : Trademarks and tradenames 86,544 — 86,544 — 22 $ 758,679 $ (257,142) $ 755,738 $ (222,938) Amortization expense related to intangible assets which are subject to amortization totaled $34.2 million, $32.3 million and $23.2 million for the years ending December 31, 2020, 2019 and 2018, 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 $1.6 million, $6.5 million and $21.3 million of earn-out consideration that was paid during 2020, 2019 and 2018, respectively, and an additional accrual of $6.0 million that is considered probable as of December 31, 2020 associated with a prior asset acquisition. The accrual is recorded in other current and other long-term liabilities at December 31, 2020. The estimated amortization expense related to intangible assets at December 31, 2020 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total 2021 $ 27,535 $ 6,000 $ 33,535 2022 26,377 6,000 32,377 2023 25,609 6,000 31,609 2024 24,794 6,000 30,794 2025 25,046 6,000 31,046 |
Long Term Debt
Long Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long Term Debt Long-term debt consists of the following at December 31: 2020 2019 Revolving line of credit $ 207,000 $ 220,000 Term loan, net of deferred debt issuance costs of $1,668 and $1,528 in 2020 and 2019, respectively 240,145 253,535 2.625% convertible notes, net of deferred debt issuance costs of $5,475 and $7,252 in 2020 and 2019, respectively, and unamortized discount of $33,620 and $43,312 in 2020 and 2019, respectively 305,904 294,436 Financing leases 587 836 Total debt 753,636 768,807 Less: Current portion 18,415 13,596 Total long-term debt $ 735,221 $ 755,211 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 mature on the earlier of (i) February 7, 2024 or (ii) 91 days prior to the earliest scheduled maturity date of the 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 facility 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. On April 17, 2020. we amended our sixth amended and restated senior credit agreement to suspend our required leverage ratios for up to four quarters as a result of the potential impact from the COVID-19 pandemic. On November 20, 2020, we entered into a third amendment under our senior credit agreement to lower the applicable margin on the loans and lower the interest floor on Eurocurrency loans agreed upon in April. Interest rates are adjusted so that the applicable margin for base rate loans is 2.00% per annum and for Eurocurrency rate loans is 3.00% per annum, and the applicable commitment fee rate for the revolving credit facility is 0.50%. Following the suspension period, the applicable margin will depend upon CONMED’s consolidated senior secured leverage ratio, using the pricing grid set forth in the amendment. Interest rates were at LIBOR (subject to 0.50% floor) plus an interest rate margin of 3.00% (3.50% at December 31, 2020). There were $241.8 million in borrowings outstanding on the term loan facility as of December 31, 2020. There were $207.0 million in borrowings outstanding under the revolving credit facility as of December 31, 2020. Our available borrowings on the revolving credit facility at December 31, 2020 were $375.5 million with approximately $2.5 million of the facility set aside for outstanding letters of credit. The sixth amended and restated senior credit agreement is collateralized by substantially all of our personal property and assets. The sixth 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, 2020. We are also required, under certain circumstances, to make mandatory prepayments from net cash proceeds from any issuance of equity and asset sales. On January 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 the 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 the 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 and $21.0 million were used to pay the cost of certain convertible notes hedge transactions as further described below. Our effective borrowing rate for nonconvertible debt at the time of issuance of the Notes was estimated to be 6.14%, which resulted in $51.6 million of the $345.0 million aggregate principal amount of Notes issued, or $39.1 million after taxes, being attributable to equity. For the years ended December 31, 2020 and 2019, we have recorded interest expense related to the amortization of debt discount on the Notes of $9.7 million and $8.3 million, respectively, at the effective interest rate of 6.14%. The debt discount on the Notes is being amortized through February 2024. For the year ended December 31, 2020 and 2019, we have recorded interest expense on the Notes of $9.1 million and $8.4 million, respectively, at the contractual coupon rate of 2.625%. In connection with the offering of the Notes, we entered into convertible notes hedge transactions with a number of financial institutions (each, an “option counterparty”). The convertible notes 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 notes 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 notes 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 notes hedge transactions, is greater than the strike price ($114.92) of the convertible notes 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. The scheduled maturities of long-term debt outstanding at December 31, 2020 are as follows: 2021 $ 18,219 2022 24,843 2023 405,750 2024 345,000 2025 — Thereafter — |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018 consists of the following: 2020 2019 2018 Current tax expense (benefit): Federal $ (729) $ 96 $ (1,077) State 86 444 777 Foreign 6,963 8,375 8,036 6,320 8,915 7,736 Deferred income tax expense (benefit): Federal (12,253) (3,970) 4,478 State (1,173) (938) 62 Foreign (808) (1,402) (2,477) (14,234) (6,310) 2,063 Provision (benefit) for income taxes $ (7,914) $ 2,605 $ 9,799 A reconciliation between income taxes computed at the statutory federal rate and the provision (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018 follows: 2020 2019 2018 Tax provision at statutory rate based on income before income taxes 21.0 % 21.0 % 21.0 % Stock-based compensation (267.7) (15.4) (1.6) Settlement of taxing authority examinations (122.9) (7.7) (0.7) Federal research credit (124.2) (4.0) (2.8) Tax treaty protocols — (2.9) — US tax on worldwide earnings at different rates (123.7) 7.9 2.9 Foreign income taxes 129.6 6.4 3.6 Non deductible/non-taxable items 28.6 2.8 (1.4) State income taxes, net of federal tax benefit (24.5) 0.3 1.6 International tax reform — — (3.6) US tax reform — — 1.8 Other, net (10.1) (0.1) (1.5) (493.9) % 8.3 % 19.3 % 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. The SEC issued Staff Accounting Bulletin No. 118 to allow for a one-year measurement period to finalize estimated provisional amounts and the overall assessment of the impacts of Tax Reform. 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. The Company has elected to account for Global Intangible Low Tax Income ("GILTI") using 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, 2020 and 2019 are as follows: 2020 2019 Assets: Inventory $ 4,649 $ 4,085 Net operating losses 22,197 3,679 Capitalized research and development 5,187 6,201 Deferred compensation 2,240 2,102 Accounts receivable 2,784 2,556 Compensation and benefits 7,540 6,049 Accrued pension 5,348 3,710 Research and development credit 13,540 10,321 Interest limitation — 5,702 Convertible notes hedge 6,999 9,004 Lease liabilities 4,452 5,688 Other 6,793 4,336 Less: valuation allowances (2,721) (1,732) 79,008 61,701 Liabilities: Goodwill and intangible assets 104,119 102,015 Depreciation 2,512 301 State taxes 9,614 11,161 Unremitted foreign earnings 2,423 2,619 Convertible notes debt discount 7,060 9,096 Lease right-of-use assets 4,313 5,338 130,041 130,530 Net liability $ (51,033) $ (68,829) Income before income taxes consists of the following U.S. and foreign income: 2020 2019 2018 U.S. income $ (16,026) $ 5,332 $ 24,320 Foreign income 17,629 25,893 26,333 Total income $ 1,603 $ 31,225 $ 50,653 As of December 31, 2020, the amount of federal net operating loss carryforward was $19.4 million and begins to expire in 2027. As of December 31, 2020, the amount of federal research credit carryforward available was $13.5 million. These credits begin to expire in 2027. We have accrued tax liabilities related to the amount of unremitted earnings at December 31, 2017 and certain subsequent unremitted earnings as these are not considered permanently reinvested. Deferred taxes have not been accrued on unremitted earnings subsequent to December 31, 2017 that are considered permanently reinvested. The amount of such untaxed foreign earnings for the periods occurring after December 2017 totaled $22.6 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 $1.5 million would be due if these earnings were repatriated. The Coronavirus Aid, Relief, and Economic Security (CARES) Act was signed into law on March 27, 2020 to provide economic relief in the early wake of the COVID-19 pandemic. The CARES Act includes many measures to assist companies, including temporary changes to income and non-income-based tax laws. Income tax relief includes temporary favorable changes to net operating loss and interest expense annual deduction limitations. Additionally, on December 27, 2020, the Consolidated Appropriations Act was signed into law to enhance and expand provisions of the CARES Act and provide other taxpayer relief. These provisions did not have a material impact to our 2020 financial results. 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 2018. 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,: 2020 2019 2018 Balance as of January 1, $ 2,170 $ 3,073 $ 2,943 Increases (decreases) for positions taken in prior periods — — (250) Increases for positions taken in current periods — 1,650 1,017 Decreases in unrecorded tax positions related to settlement with the taxing authorities (1,970) (2,404) (370) Decreases in unrecorded tax positions related to lapse of statute of limitations — (149) (267) Balance as of December 31, $ 200 $ 2,170 $ 3,073 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
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 2020, 2019 and 2018. The fourth quarter dividend for 2020 was paid on January 5, 2021 to shareholders of record as of December 15, 2020. The total dividend payable was $5.8 million and $5.7 million at December 31, 2020 and 2019, respectively, and is included in other current liabilities in the consolidated balance sheet. Our shareholders have authorized 500,000 shares of preferred stock, par value $.01 per share, which may be issued in one or more series by the Board of Directors without further action by the shareholders. As of December 31, 2020 and 2019, no preferred stock had been issued. Our Board of Directors has authorized a $200.0 million share repurchase program. Through December 31, 2020, 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 2020, 2019, and 2018 we did not repurchase any shares. We have reserved 7.1 million shares of common stock for issuance to employees and directors under two shareholder approved share-based compensation plans (the "Plans") of which approximately 3.8 million shares remain available for grant at December 31, 2020. 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 generally non-transferable other than on death and generally become exercisable over a 4 to 5 year period from date of grant. Stock options and SARs expire 10 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 $13.1 million, $11.8 million and $10.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. These amounts are included in selling and administrative expense. Tax related benefits of $3.2 million, $2.8 million and $2.3 million were also recognized for the years ended December 31, 2020, 2019 and 2018, respectively. Cash received from the exercise of stock options was $13.7 million, $7.7 million and $3.5 million for the years ended December 31, 2020, 2019 and 2018, 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, 2020, 2019 and 2018: 2020 2019 2018 Grant date fair value of stock options and SARs $ 22.62 $ 20.59 $ 14.78 Expected stock price volatility 26.89 % 26.59 % 25.69 % Risk-free interest rate 0.89 % 2.58 % 2.62 % Expected annual dividend yield 0.82 % 1.08 % 1.34 % Expected life of options & SARs (years) 5.5 5.6 5.7 The following table illustrates the stock option and SAR activity for the year ended December 31, 2020: Number Weighted- Outstanding at December 31, 2019 3,253 $ 55.97 Granted 859 $ 95.84 Forfeited (250) $ 72.81 Exercised (526) $ 45.07 Outstanding at December 31, 2020 3,336 $ 66.76 Exercisable at December 31, 2020 1,199 $ 52.18 Stock options & SARs expected to vest 2,137 $ 74.94 The weighted average remaining contractual term for SARs and stock options outstanding and exercisable at December 31, 2020 was 7.2 years and 5.8 years, respectively. The aggregate intrinsic value of SARs and stock options outstanding and exercisable at December 31, 2020 was $150.9 million and $71.7 million, respectively. The aggregate intrinsic value of stock options and SARs exercised during the years ended December 31, 2020, 2019 and 2018 was $26.6 million, $17.0 million and $4.2 million, respectively. The following table illustrates the RSU and PSU activity for the year ended December 31, 2020: Number Weighted- Outstanding at December 31, 2019 169 $ 48.94 Granted 37 $ 85.45 Vested (140) $ 43.99 Forfeited (5) $ 79.30 Outstanding at December 31, 2020 61 $ 77.03 The weighted average fair value of awards of RSUs granted in the years ended December 31, 2020, 2019 and 2018 was $85.45, $78.64 and $61.76, respectively. The total fair value of RSUs and PSUs vested was $6.2 million, $2.8 million and $3.0 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, there was $33.1 million of total unrecognized compensation cost related to nonvested stock options, SARs and RSUs granted under the Plans which is expected to be recognized over a weighted average period of 3.4 years. We offer to our employees a shareholder-approved Employee Stock Purchase Plan (the “Employee Plan”), under which we 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 2020, we issued approximately 22,165 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
Revenues | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018: 2020 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 340,318 $ 484,147 $ 824,465 Services transferred over time 34,387 3,607 37,994 Total sales from contracts with customers $ 374,705 $ 487,754 $ 862,459 2019 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 426,893 $ 489,313 $ 916,206 Services transferred over time 36,429 2,462 38,891 Total sales from contracts with customers $ 463,322 $ 491,775 $ 955,097 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 Revenue disaggregated by primary geographic market where the products are sold is included in Note 11. Contract liability balances related to the sale of extended warranties to customers are as follows: December 31, 2020 December 31, 2019 Contract Liability $ 13,666 $ 14,276 Revenue recognized during years ended December 31, 2020, 2019 and 2018 from amounts included in contract liabilities at the beginning of the period were $9.3 million, $6.8 million and $5.0 million, respectively. There were no material contract assets as of December 31, 2020 and December 31, 2019. |
Business Segments and Geographi
Business Segments and Geographic Areas | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018: 2020 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 139,715 $ 342,349 $ 482,064 Americas (excluding the United States) 50,356 28,358 78,714 Europe, Middle East & Africa 90,998 70,086 161,084 Asia Pacific 93,636 46,961 140,597 Total sales from contracts with customers $ 374,705 $ 487,754 $ 862,459 2019 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 179,419 $ 337,246 $ 516,665 Americas (excluding the United States) 64,269 31,004 95,273 Europe, Middle East & Africa 118,301 64,248 182,549 Asia Pacific 101,333 59,277 160,610 Total sales from contracts with customers $ 463,322 $ 491,775 $ 955,097 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 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, 2020 and 2019. No single customer represented over 10% of our consolidated net sales for the years ended December 31, 2020, 2019 and 2018. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2020 | |
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 $8.9 million, $9.1 million and $8.3 million during the years ended December 31, 2020, 2019 and 2018, 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: 2020 2019 Accumulated benefit obligation $ 101,242 $ 92,052 Change in benefit obligation Projected benefit obligation at beginning of year $ 92,052 $ 80,776 Service cost 717 1,010 Interest cost 2,555 3,130 Actuarial loss 10,963 10,561 Benefits paid (1,933) (2,299) Settlements (3,112) (1,126) Projected benefit obligation at end of year $ 101,242 $ 92,052 Change in plan assets Fair value of plan assets at beginning of year $ 75,321 $ 66,307 Actual gain (loss) on plan assets 6,664 12,439 Benefits paid (1,933) (2,299) Settlements (3,112) (1,126) Fair value of plan assets at end of year $ 76,940 $ 75,321 Funded status $ (24,302) $ (16,731) The projected benefit obligation increased $9.2 million as of December 31, 2020 mainly due to the decrease in the discount rate from 3.33% at December 31, 2019 to 2.44% at December 31, 2020. Amounts recognized in the consolidated balance sheets consist of the following at December 31,: 2020 2019 Other long-term liabilities $ (24,302) $ (16,731) Accumulated other comprehensive loss (48,285) (41,787) Accumulated other comprehensive loss for the years ended December 31, 2020 and 2019 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,: 2020 2019 Discount rate 2.44 % 3.33 % Other changes in plan assets and benefit obligations recognized in other comprehensive income in 2020 and 2019 are as follows: 2020 2019 Current year actuarial loss $ (9,319) $ (2,846) Amortization of actuarial loss 2,821 2,881 Total recognized in other comprehensive loss $ (6,498) $ 35 Net periodic pension cost for the years ended December 31, consists of the following: 2020 2019 2018 Service cost $ 717 $ 1,010 $ 675 Interest cost on projected benefit obligation 2,555 3,130 2,806 Expected return on plan assets (5,021) (4,725) (5,418) Amortization of loss 2,821 2,881 2,689 Net periodic pension cost $ 1,072 $ 2,296 $ 752 Non-service cost of $0.4 million and $1.3 million is included in other expense in the consolidated statements of comprehensive income for the years ended 2020 and 2019, respectively. The following actuarial assumptions were used to determine our net periodic pension benefit cost for the years ended December 31,: 2020 2019 2018 Discount rate on benefit obligation 3.33 % 4.37 % 3.69 % Effective rate for interest on benefit obligation 2.88 % 4.01 % 3.28 % Expected return on plan assets 7.00 % 7.50 % 7.50 % The Company’s discount rate assumption is the significant assumption in determining the projected benefit obligation of the Company’s pension plan. The discount rate represents the interest rate used in estimating the present value of projected cash flows to settle the Company’s pension obligations. The discount rate assumption is determined by management using a full yield curve approach, which involves 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. 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 plan assets by category is as follows at December 31,: Percentage of Pension Target 2020 2019 2021 Equity securities 76 % 74 % 75 % Debt securities 24 % 26 % 25 % Total 100 % 100 % 100 % As of December 31, 2020, the pension plan held 27,562 shares of our common stock, which had a fair value of $3.1 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 16. 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, 2020 and 2019: 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, 2020 and December 31, 2019: 2020 2019 Investments measured at fair value: Level 1 Common Stock $ 9,185 $ 8,307 Fixed Income Securities 17,848 18,609 Total Investments measured at fair value 27,033 26,916 Investments measured at NAV: Money Market Fund 915 789 Mutual Funds 48,992 47,616 Total Investments measured at NAV 49,907 48,405 Total Investments $ 76,940 $ 75,321 We do not expect to make any contributions to our pension plan for 2021. 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, 2020 and reflect the impact of expected future employee service. 2021 $5,579 2022 6,275 2023 5,944 2024 5,545 2025 5,815 2026-2030 26,944 |
Legal Matters and Contingencies
Legal Matters and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Matters and Contingencies | Legal Matters and Contingencies From time to time, the Company may receive an information request, subpoena or warrant 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 United States Food and Drug Administration, the Department of Labor, the Treasury Department or other federal and state agencies or foreign governments or government agencies. These information requests, subpoenas or warrants may or may not be routine inquiries, or may begin as routine inquiries and over time develop into enforcement actions of various types. Likewise, if we receive reports of alleged misconduct from employees and third parties, 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, as well as patent infringement and other claims incurred in the ordinary course of business. To date, we have not experienced any 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. 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. Likewise, the operations of our suppliers and sterilizers are subject to similar environmental laws and regulations. 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 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 under a liquidated damages clause, 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 liquidated damages. In the third quarter of 2018, the Company decided to halt the development of the EndoDynamix clip applier. We previously recorded a charge to write off assets and released a previously accrued contingent consideration liability. In a pre-trial filing the Plaintiffs claim to seek liquidated damages, as well as additional damages up to $24.8 million. A non-jury trial had been scheduled to take place in the Delaware Chancery Court in December 2020, but was postponed, and is now expected to take place in March and April 2021. The Company has not recorded any expense related to potential damages in connection with this matter because the Company does not believe any potential loss is probable. We expect to defend the claims asserted by the sellers of EndoDynamix, although there can be no assurance that we will prevail in the trial and/or any resulting appeals. On June 17, 2020, our Seoul, South Korea Office was served with a search warrant by the Incheon Customs Office ("ICO") as part of what we believe to be an industry-wide criminal investigation concerning alleged manipulation of transfer pricing and maximum reimbursement pricing. We understand that the period under investigation with respect to CONMED related to 2016-2019. The ICO had previously audited the transfer pricing applied to the majority of our imports into Korea, without any resulting material adjustments. We believed that our transfer pricing was appropriate, on an aggregate basis. In December 2020, we resolved the investigation with an agreement to pay administrative fines amounting to $0.02 million, and an agreement to adjust the transfer price for one discreet product line whose revenues accounted for less than 1% of the aggregate imports during the period in question. The Company now considers the matter closed. |
Acquisition and Other Expense
Acquisition and Other Expense | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition and Other Expense [Abstract] | |
Acquisition and Other Expense [Text Block] | Acquisition and Other Expense Acquisition and other expense for the year ended December 31, consists of the following: 2020 2019 2018 Plant underutilization costs $ 6,586 $ — $ — Manufacturing consolidation costs 3,993 2,858 — Acquisition and integration costs 2,820 1,335 — Product rationalization costs - inventory 2,169 — — Restructuring costs 1,087 — — Acquisition and other expense included in cost of sales $ 16,655 $ 4,193 $ — Restructuring and related costs $ 4,782 $ — $ — Product rationalization costs - field inventory 2,095 — — Acquisition and integration costs 1,192 13,066 2,372 Acquisition and other expense included in selling and administrative expense $ 8,069 $ 13,066 $ 2,372 Impairment charges included in research and development expense $ — $ — $ 4,212 Debt refinancing costs included in other expense $ — $ 3,904 $ — During 2020, we recorded a $6.6 million charge to cost of sales related to plant underutilization due to abnormally low production as a result of decreased sales caused by the COVID-19 pandemic. During 2020, we incurred $4.0 million in costs related to the consolidation of certain manufacturing operations which were charged to cost of sales. These costs related to winding down operations at certain locations and moving production lines to other facilities. During 2019, we incurred $2.9 million in severance and other costs related to the consolidation of certain manufacturing operations. These costs were charged to cost of sales. During 2020, we recognized costs for inventory step-up adjustments and other costs related to a previous acquisition of $2.8 million. During 2019, we incurred $1.3 million in costs for inventory adjustments and other costs associated with the acquisition of Buffalo Filter as further described in Note 2. These costs were charged to cost of sales. During 2020, we performed an analysis of our product lines and determined certain catalog numbers, principally related to capital equipment, would be discontinued and consolidated into existing product offerings. We consequently recorded a $2.2 million charge to cost of sales to write-off inventory of the discontinued products. In addition, we incurred $2.1 million in costs related to the write-off of field inventory used for customer demonstration and evaluation of the discontinued products which we charged to selling and administrative expense. During 2020, we incurred $1.1 million in restructuring costs related to a voluntary separation arrangement with employees as a result of the COVID-19 pandemic which were charged to cost of sales based on the job function of the affected employees. Substantially all of the costs associated with the voluntary separation arrangement were paid during 2020. During 2020, we recorded a charge of $3.8 million related to the restructuring of our sales force which was charged to selling and administrative expense. The charges for sales force restructuring consisted primarily of termination payments to Orthopedic distributors made in exchange for ongoing assistance to transition to employee-based sales representatives and severance. During 2020, we recorded $0.9 million in restructuring charges principally related to a voluntary separation arrangement with employees as a result of the COVID-19 pandemic which were charged to selling and administrative expense based on the nature of the costs and function of the affected employees. Substantially all of the costs associated with the voluntary separation arrangement were paid during the year. During 2020, 2019 and 2018, we incurred $1.2 million, $13.1 million and $1.3 million in costs associated with the February 11, 2019 acquisition of Buffalo Filter as further described in Note 2 that were included in selling and administrative expense. These costs include investment banking fees, consulting fees, legal fees, severance and integration related costs. During 2018 we incurred $1.1 million in cost associated with a prior acquisition and were also included in selling and administrative expense. The cost consists of a charge to selling and administrative expense associated with a vacant lease related to the acquisition. 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 13. During 2019, we incurred a $3.6 million charge related to commitment fees paid to certain of our lenders, which provided a financing commitment for the Buffalo Filter acquisition and recorded a loss on the early extinguishment of debt of $0.3 million in conjunction with the sixth amended and restated senior credit agreement as further described in Note 7. |
Guarantees
Guarantees | 12 Months Ended |
Dec. 31, 2020 | |
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 standard warranties for the year ended December 31, are as follows: 2020 2019 2018 Balance as of January 1, $ 2,186 $ 1,585 $ 1,750 Provision for warranties 783 1,699 1,099 Claims made (1,143) (1,098) (1,264) Balance as of December 31, $ 1,826 $ 2,186 $ 1,585 Costs associated with extended warranty repairs are recorded as incurred and amounted to $6.1 million, $5.3 million and $4.9 million for the years ended December 31, 2020, 2019 and 2018 respectively. |
Fair Value Measurement
Fair Value Measurement | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement We enter into derivative instruments for risk management purposes only. We operate internationally and, in the normal course of business, are exposed to fluctuations in interest rates, foreign exchange rates and commodity prices. These fluctuations can increase the costs of financing, investing and operating the business. We use forward contracts, a type of derivative instrument, to manage certain foreign currency exposures. By nature, all financial instruments involve market and credit risks. We enter into forward contracts with major investment grade financial institutions and have policies to monitor the credit risk of those counterparties. While there can be no assurance, we do not anticipate any material non-performance by any of these counterparties. Foreign Currency Forward Contracts. We hedge forecasted intercompany sales denominated in foreign currencies through the use of forward contracts. We account for these forward contracts as cash flow hedges. To the extent these forward contracts meet hedge accounting criteria, changes in their fair value are not included in current earnings but are included in accumulated other comprehensive loss. These changes in fair value will be recognized into earnings as a component of sales or cost of sales when the forecasted transaction occurs. We also enter into forward contracts to exchange foreign currencies for United States dollars in order to hedge our currency transaction exposures. These forward contracts settle each month at month-end, at which time we enter into new forward contracts. We have not designated these forward contracts as hedges and have not applied hedge accounting to them. The following table presents the notional contract amounts for forward contracts outstanding: As of FASB ASC Topic 815 Designation December 31, 2020 December 31, 2019 Forward exchange contracts Cash flow hedge $ 154,504 $ 156,818 Forward exchange contracts Non-designated 42,380 33,867 The remaining time to maturity as of December 31, 2020 is within two years for hedge designated foreign exchange contracts and approximately one month for non-hedge designated forward exchange contracts. Statement of comprehensive income presentation Derivatives designated as cash flow hedges Foreign exchange contracts designated as cash flow hedges had the following effects on accumulated other comprehensive income (loss) and net earnings on our consolidated statements of comprehensive income and our consolidated balance sheets: Amount of Gain (Loss) Recognized in AOCI Consolidated Statements of Comprehensive Income Amount of Gain (Loss) Reclassified from AOCI Years Ended Total Amount of Line Item Presented Years Ended Derivative Instrument 2020 2019 2018 Location of amount reclassified 2020 2019 2018 2020 2019 2018 Foreign exchange contracts $ (7,111) $ 3,871 $ 10,073 Net Sales $ 862,459 $ 955,097 $ 859,634 $ 1,997 $ 7,969 $ (1,278) Cost of Sales 402,159 430,382 390,524 (619) 638 365 Pre-tax gain (loss) $ (7,111) $ 3,871 $ 10,073 $ 1,378 $ 8,607 $ (913) Tax expense (benefit) (1,718) 935 2,434 333 2,079 (221) Net gain (loss) $ (5,393) $ 2,936 $ 7,639 $ 1,045 $ 6,528 $ (692) At December 31, 2020, $5.6 million of net unrealized losses 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. Derivatives not designated as cash flow hedges Net gains and losses from derivative instruments not accounted for as hedges offset by gains and losses on our intercompany receivables on our consolidated statements of comprehensive income were: Years Ended Derivative Instrument Location on Consolidated Statements of Comprehensive Income 2020 2019 2018 Net gain (loss) on currency forward contracts Selling and administrative expense $ (2,269) $ (573) $ 69 Net gain (loss) on currency transaction exposures Selling and administrative expense $ 646 $ (653) $ (804) Balance sheet presentation 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, 2020 and 2019: December 31, 2020 Location on Consolidated Balance Sheet Asset Fair Liabilities Fair Net Derivatives designated as hedging instruments: Foreign exchange contracts Other current liabilities $ 1,500 $ (8,826) $ (7,326) Foreign exchange contracts Other long-term liabilities 23 (535) (512) $ 1,523 $ (9,361) $ (7,838) Derivatives not designated as hedging instruments: Foreign exchange contracts Other current liabilities 25 (150) (125) Total derivatives $ 1,548 $ (9,511) $ (7,963) December 31, 2019 Location on Consolidated Balance Sheet Asset Fair Liabilities Fair Net Derivatives designated as hedging instruments: Foreign exchange contracts Prepaids and other current assets $ 2,307 $ (1,341) $ 966 Foreign exchange contracts Other long-term liabilities 38 (353) (315) $ 2,345 $ (1,694) $ 651 Derivatives not designated as hedging instruments: Foreign exchange contracts Other current liabilities 22 (159) (137) Total derivatives $ 2,367 $ (1,853) $ 514 Our forward foreign exchange contracts are subject to a master netting agreement and qualify for netting in the consolidated balance sheets. 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, 2020 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. |
New Accounting Pronouncements
New Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles | New Accounting Pronouncements Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), along with amendments issued in 2017 and 2018. The Company adopted the new standard on January 1, 2019, and applied the modified retrospective approach along with the package of transition practical expedients. This ASU requires lessees to record leases on their balance sheets but recognize the expenses on their income statements in a manner similar to prior 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. This update did not have a material impact on our net income, earnings per share or cash flows. Refer to Note 5 for further detail on leases. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, along with subsequent amendments issued in 2019. This ASU 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. This ASU is effective for fiscal years beginning after December 31, 2019 and the Company adopted the new standard on January 1, 2020. We adopted this ASU by applying historical loss rates to our accounts receivable aging schedule to estimate expected credit losses. We further adjusted expected credit losses for specifically identified and forecasted credit losses. This update did not have a material impact on our net income, earnings per share or cash flows. 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 ASU is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. We adopted this update as of January 1, 2020 and it did not have a material impact on our net income, earnings per share or cash flows. 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 ending after December 15, 2020 and the Company adopted this ASU as of December 31, 2020 by including the required disclosures in the employee benefit plans footnote. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which results in the removal of certain exceptions to the general principles of ASC 740 and simplifies other aspects of the accounting for income taxes. This ASU is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted in any interim period. We early adopted this new guidance effective April 1, 2020 and it did not have a material impact on the consolidated financial statements. Recently Issued Accounting Standards, Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance if certain criteria are met for entities that have contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued as a result of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted the ASU as of December 31, 2020, however will continue to monitor the impact of reference rates and will elect to apply this guidance in our consolidated financial statements in the event that we are impacted by reference rate reform. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing certain |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) Selected quarterly financial data for 2020 and 2019 are as follows: Three Months Ended March (1) June (2) September (3) December (4) 2020 Net sales $ 214,010 $ 157,785 $ 237,835 $ 252,828 Gross profit 119,159 71,929 133,698 135,514 Net income (loss) 5,927 (27,400) 6,850 24,140 EPS: Basic $ 0.21 $ (0.96) $ 0.24 $ 0.84 Diluted 0.20 $ (0.96) $ 0.23 $ 0.81 Three Months Ended March (5) June (6) September (7) December (8) 2019 Net sales $ 218,378 $ 238,263 $ 233,590 $ 264,865 Gross profit 121,438 131,190 130,111 141,975 Net income 1,021 5,695 6,970 14,933 EPS: Basic $ 0.04 $ 0.20 $ 0.25 $ 0.53 Diluted $ 0.04 $ 0.19 $ 0.23 $ 0.49 The data in the above schedules has been intentionally rounded, and therefore, the quarterly amounts may not sum to the fiscal year to date amounts. Items Included In Selected Quarterly Financial Data: (1) The first quarter of 2020 includes pre-tax manufacturing consolidation costs of $1.8 million and acquisition and integration costs of $1.6 million. (2) The second quarter of 2020 includes pre-tax plant underutilization costs of $6.6 million, product rationalization costs of $4.3 million, restructuring and related costs of $3.2 million, manufacturing consolidation costs of $1.6 million and acquisition and integration costs of $1.1 million. (3) The third quarter of 2020 includes pre-tax restructuring and related costs of $1.0 million, acquisition and integration costs of $0.8 million and manufacturing consolidation costs of $0.6 million. (4) The fourth quarter of 2020 includes pre-tax restructuring and related costs of $1.6 million and acquisition and integration costs of $0.6 million. In the fourth quarter of 2020, our average share price exceeded the conversion price of our 2.625% convertible notes due in 2024 (the "Notes") and we included 0.2 million shares assumed to be issued if the Notes were converted in our diluted share count for the computation of diluted earnings per share. (5) The first quarter of 2019 includes pre-tax business acquisition costs of $7.9 million and debt refinancing costs of $3.9 million. (6) The second quarter of 2019 includes pre-tax acquisition and integration costs of $3.0 million. (7) The third quarter of 2019 includes pre-tax acquisition and integration costs of $1.7 million and manufacturing consolidation costs of $1.4 million. In the third quarter of 2019, our average share price exceeded the conversation price of our 2.625% convertible notes due in 2024 (the "Notes") and we included 0.2 million shares assumed to be issued if the Notes were converted in our diluted share count for the computation of diluted earnings per share. (8) The fourth quarter of 2019 includes pre-tax acquisition and integration costs of $1.9 million and manufacturing consolidation costs of $1.4 million. In the fourth quarter of 2020, our average share price exceeded the conversion price of our 2.625% convertible notes due in 2024 (the "Notes") and we included 0.6 million shares assumed to be issued if the Notes were converted in our diluted share count for the computation of diluted earnings per share. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II—Valuation and Qualifying Accounts (In thousands) Additions Balance at Charged to Balance at End Description Deductions 2020 Allowance for bad debts $ 2,786 $ 1,611 $ (521) $ 3,876 Sales returns and allowance 3,667 384 (367) 3,684 Deferred tax asset valuation allowance 1,732 989 — 2,721 2019 Allowance for bad debts $ 2,660 $ 852 $ (726) $ 2,786 Sales returns and allowance 3,246 518 (97) 3,667 Deferred tax asset valuation allowance 1,159 573 — 1,732 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 |
Operations and Significant Ac_2
Operations and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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 |
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. |
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 |
Lessee, Leases | Leases The Company leases various manufacturing facilities, office facilities and equipment under operating and finance leases. We determine if an arrangement is a lease at inception. Right-of-use ("ROU") assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. We use the implicit rate when readily determinable. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Certain of our leases include variable lease payments, mainly when a lease is tied to an index rate. These variable lease payments are recorded as expense in the period incurred and are not material. The Company has lease agreements with lease and non-lease components, which we account for separately. For certain equipment leases, we apply a portfolio approach to efficiently account for the operating lease ROU assets and lease liabilities. We also elected the short-term lease exemption and do not recognize leases with terms less than one year on the balance sheet. The related short-term lease expense is not material. Our leases have remaining lease terms of one year to ten years, some of which include options to extend the leases for up to five years, and some of which include options to terminate the leases within one year. We only account for such extensions or early terminations when it is reasonably certain we will exercise such options. Refer to Note 5 for further detail on leases. |
Lessor, Leases | The Company places 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. Placed equipment is loaned and subject to return if minimum single-use purchases are not met. The Company accounts for these placements as operating leases but applies a practical expedient and does not separate the non-lease and lease components from the combined component. Accordingly, the Company accounts for the combined component as a single performance obligation with revenue recognized upon shipment of the related single use-products. The cost of the equipment is amortized over its estimated useful life which is generally five 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 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 of our single reporting unit during the fourth quarter of 2020. 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 of our reporting unit continues to exceed carrying value. For our indefinite-lived intangible assets, trademarks and tradenames, we performed our impairment testing as of the fourth quarter of 2020 utilizing the relief from royalty income based approach to determine whether the fair value is less than its carrying amount. A considerable amount of management judgment and assumptions are required in performing the impairment testing. The key assumptions used in the impairment testing were long-term revenue growth projections, royalty rates, discount rates and general industry, market and macro-economic conditions. 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 |
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. |
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 $14.6 million, $15.4 million and $14.0 million for 2020, 2019 and 2018, 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. We do so by applying historical loss rates to our accounts receivable aging schedule to estimate expected credit losses. We further adjusted expected credit losses for specifically identified and forecasted credit losses. 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. |
Earnings per share | Earnings per shareBasic 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, 2020 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements Recently Adopted Accounting Standards In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), along with amendments issued in 2017 and 2018. The Company adopted the new standard on January 1, 2019, and applied the modified retrospective approach along with the package of transition practical expedients. This ASU requires lessees to record leases on their balance sheets but recognize the expenses on their income statements in a manner similar to prior 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. This update did not have a material impact on our net income, earnings per share or cash flows. Refer to Note 5 for further detail on leases. In June 2016, the FASB issued ASU No. 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, along with subsequent amendments issued in 2019. This ASU 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. This ASU is effective for fiscal years beginning after December 31, 2019 and the Company adopted the new standard on January 1, 2020. We adopted this ASU by applying historical loss rates to our accounts receivable aging schedule to estimate expected credit losses. We further adjusted expected credit losses for specifically identified and forecasted credit losses. This update did not have a material impact on our net income, earnings per share or cash flows. 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 ASU is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. We adopted this update as of January 1, 2020 and it did not have a material impact on our net income, earnings per share or cash flows. 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 ending after December 15, 2020 and the Company adopted this ASU as of December 31, 2020 by including the required disclosures in the employee benefit plans footnote. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which results in the removal of certain exceptions to the general principles of ASC 740 and simplifies other aspects of the accounting for income taxes. This ASU is effective for fiscal years beginning after December 15, 2020 and early adoption is permitted in any interim period. We early adopted this new guidance effective April 1, 2020 and it did not have a material impact on the consolidated financial statements. Recently Issued Accounting Standards, Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance if certain criteria are met for entities that have contracts, hedging relationships, and other transactions that reference LIBOR or other reference rates expected to be discontinued as a result of reference rate reform. This ASU is effective as of March 12, 2020 through December 31, 2022. The Company has not adopted the ASU as of December 31, 2020, however will continue to monitor the impact of reference rates and will elect to apply this guidance in our consolidated financial statements in the event that we are impacted by reference rate reform. In August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by removing certain |
Operations and Significant Ac_3
Operations and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018, respectively: 2020 2019 2018 Net income $ 9,517 $ 28,620 $ 40,854 Basic-weighted average shares outstanding 28,581 28,325 28,118 Effect of dilutive potential securities 883 1,170 772 Diluted-weighted average shares outstanding 29,464 29,495 28,890 Net income (per share) Basic $ 0.33 $ 1.01 $ 1.45 Diluted 0.32 0.97 1.41 |
Schedule of accumulated other comprehensive loss | Accumulated other comprehensive loss consists of the following: Cash Flow Pension Foreign Currency Translation Accumulated Balance, December 31, 2017 $ (3,530) $ (25,813) $ (19,735) $ (49,078) Other comprehensive income (loss) before reclassifications, net of tax 7,639 (2,711) (8,369) (3,441) Amounts reclassified from accumulated other comprehensive income before tax (a) 913 2,689 — 3,602 Income tax (221) (650) — (871) 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) Other comprehensive income (loss) before reclassifications, net of tax 2,936 (2,158) 25 803 Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) (8,607) 2,881 — (5,726) Income tax 2,079 (696) — 1,383 Net current-period other comprehensive income (loss) (3,592) 27 25 (3,540) Balance, December 31, 2019 $ 493 $ (31,691) $ (28,079) $ (59,277) Other comprehensive income (loss) before reclassifications, net of tax (5,393) (7,068) 6,963 (5,498) Amounts reclassified from accumulated other comprehensive income (loss) before tax (a) (1,378) 2,821 — 1,443 Income tax 333 (682) — (349) Net current-period other comprehensive income (loss) (6,438) (4,929) 6,963 (4,404) Balance, December 31, 2020 $ (5,945) $ (36,620) $ (21,116) $ (63,681) (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 16 and Note 12, respectively, for further details. |
Business Acqusition Business Ac
Business Acqusition Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the Buffalo Filter Acquisition. Cash $ 119 Accounts receivable 4,587 Inventory 4,582 Other current assets 146 Current assets 9,434 Property, plant & equipment 4,036 Deferred income taxes 80 Goodwill 215,793 Customer relationships 124,000 Developed technology 9,000 Trademarks & tradenames 7,000 Other non-current assets 166 Total assets acquired $ 369,509 Current liabilities assumed 4,462 Total liabilities assumed 4,462 Net assets acquired $ 365,047 |
Business Acquisition, Pro Forma Information | 2019 2018 Net sales $ 960,115 $ 898,545 Net income 44,361 10,407 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consist of the following at December 31: 2020 2019 Raw materials $ 71,807 $ 51,103 Work in process 15,864 15,142 Finished goods 107,197 98,371 $ 194,868 $ 164,616 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | Property, plant and equipment consist of the following at December 31: 2020 2019 Land $ 4,027 $ 4,686 Building and improvements 93,886 95,632 Machinery and equipment 243,810 233,140 Construction in progress 15,680 13,318 357,403 346,776 Less: Accumulated depreciation (245,996) (227,893) $ 111,407 $ 118,883 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | Lease costs for the year ended December 31, consist of the following: 2020 2019 Operating lease cost: Straight-line lease cost $ 7,255 $ 7,780 Right-of-use asset impairment cost — 312 Total operating lease cost 7,255 8,092 Finance lease cost: Depreciation 355 238 Interest on lease liabilities 33 27 Total finance lease cost 388 265 Total lease cost $ 7,643 $ 8,357 |
Supplemental Balance Sheet Information Related to Leases [Table Text Block] | Supplemental balance sheet information related to leases as of December 31, is as follows: 2020 2019 Operating leases Other assets (net of lease impairment of $1,001 at December 31, 2019) $ 21,659 $ 23,099 Other current liabilities $ 7,469 $ 7,268 Other long-term liabilities 14,756 17,096 Total operating lease liabilities $ 22,225 $ 24,364 Finance leases Property, plant and equipment, gross $ 1,762 $ 1,684 Accumulated depreciation (825) (479) Property, plant and equipment, net $ 937 $ 1,205 Current portion of long-term debt $ 197 $ 346 Long-term debt 390 490 Total finance lease liabilities $ 587 $ 836 Weighted average remaining lease term (in years) Operating leases 3.76 years 4.43 years Finance leases 3.22 years 3.61 years Weighted average discount rate Operating leases 5.00 % 4.84 % Finance leases 4.93 % 4.70 % |
Supplemental Cash Flow Information Related to Leases [Table Text Block] | Supplemental cash flow information related to leases for the year ended December 31, was as follows: 2020 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 7,535 $ 8,459 Financing cash flows from finance leases 373 380 Right-of-use assets obtained in exchange for lease obligations: Operating leases 4,242 12,800 Finance leases 76 563 |
Operating Lease, Liability, Maturity | Maturities of lease liabilities as of December 31, 2020 are as follows: Finance Lease Operating Lease 2021 $ 197 $ 7,469 2022 254 6,792 2023 129 4,922 2024 38 3,676 2025 2 998 Thereafter — 726 Total lease payments 620 24,583 Less imputed interest (33) (2,358) Total lease liabilities $ 587 $ 22,225 |
Finance Lease, Liability, Maturity | Maturities of lease liabilities as of December 31, 2020 are as follows: Finance Lease Operating Lease 2021 $ 197 $ 7,469 2022 254 6,792 2023 129 4,922 2024 38 3,676 2025 2 998 Thereafter — 726 Total lease payments 620 24,583 Less imputed interest (33) (2,358) Total lease liabilities $ 587 $ 22,225 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: 2020 2019 Balance as of January 1, $ 618,042 $ 400,440 Goodwill resulting from business combinations — 217,482 Goodwill adjustment resulting from business combinations (1,009) — Foreign currency translation 1,407 120 Balance as of December 31, $ 618,440 $ 618,042 |
Schedule of Estimated Amortization Expense | The estimated amortization expense related to intangible assets at December 31, 2020 and for each of the five succeeding years is as follows: Amortization included in expense Amortization recorded as a reduction of revenue Total 2021 $ 27,535 $ 6,000 $ 33,535 2022 26,377 6,000 32,377 2023 25,609 6,000 31,609 2024 24,794 6,000 30,794 2025 25,046 6,000 31,046 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets consist of the following: December 31, 2020 December 31, 2019 Weighted Average Amortization Period (Years) Gross Accumulated Gross Accumulated Intangible assets with definite lives: Customer and distributor relationships 24 $ 342,639 $ (134,555) $ 342,568 $ (115,311) Sales representation, marketing and promotional rights 25 149,376 (54,000) 149,376 (48,000) Patents and other intangible assets 15 73,516 (48,882) 70,646 (46,456) Developed technology 16 106,604 (19,705) 106,604 (13,171) Intangible assets with indefinite lives : Trademarks and tradenames 86,544 — 86,544 — 22 $ 758,679 $ (257,142) $ 755,738 $ (222,938) |
Schedule of Indefinite-Lived Intangible Assets | Other intangible assets consist of the following: December 31, 2020 December 31, 2019 Weighted Average Amortization Period (Years) Gross Accumulated Gross Accumulated Intangible assets with definite lives: Customer and distributor relationships 24 $ 342,639 $ (134,555) $ 342,568 $ (115,311) Sales representation, marketing and promotional rights 25 149,376 (54,000) 149,376 (48,000) Patents and other intangible assets 15 73,516 (48,882) 70,646 (46,456) Developed technology 16 106,604 (19,705) 106,604 (13,171) Intangible assets with indefinite lives : Trademarks and tradenames 86,544 — 86,544 — 22 $ 758,679 $ (257,142) $ 755,738 $ (222,938) |
Long Term Debt (Tables)
Long Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Long-term debt consists of the following at December 31: 2020 2019 Revolving line of credit $ 207,000 $ 220,000 Term loan, net of deferred debt issuance costs of $1,668 and $1,528 in 2020 and 2019, respectively 240,145 253,535 2.625% convertible notes, net of deferred debt issuance costs of $5,475 and $7,252 in 2020 and 2019, respectively, and unamortized discount of $33,620 and $43,312 in 2020 and 2019, respectively 305,904 294,436 Financing leases 587 836 Total debt 753,636 768,807 Less: Current portion 18,415 13,596 Total long-term debt $ 735,221 $ 755,211 |
Schedule of Maturities of Long-term Debt | The scheduled maturities of long-term debt outstanding at December 31, 2020 are as follows: 2021 $ 18,219 2022 24,843 2023 405,750 2024 345,000 2025 — Thereafter — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision (benefit) for income taxes for the years ended December 31, 2020, 2019 and 2018 consists of the following: 2020 2019 2018 Current tax expense (benefit): Federal $ (729) $ 96 $ (1,077) State 86 444 777 Foreign 6,963 8,375 8,036 6,320 8,915 7,736 Deferred income tax expense (benefit): Federal (12,253) (3,970) 4,478 State (1,173) (938) 62 Foreign (808) (1,402) (2,477) (14,234) (6,310) 2,063 Provision (benefit) for income taxes $ (7,914) $ 2,605 $ 9,799 |
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, 2020, 2019 and 2018 follows: 2020 2019 2018 Tax provision at statutory rate based on income before income taxes 21.0 % 21.0 % 21.0 % Stock-based compensation (267.7) (15.4) (1.6) Settlement of taxing authority examinations (122.9) (7.7) (0.7) Federal research credit (124.2) (4.0) (2.8) Tax treaty protocols — (2.9) — US tax on worldwide earnings at different rates (123.7) 7.9 2.9 Foreign income taxes 129.6 6.4 3.6 Non deductible/non-taxable items 28.6 2.8 (1.4) State income taxes, net of federal tax benefit (24.5) 0.3 1.6 International tax reform — — (3.6) US tax reform — — 1.8 Other, net (10.1) (0.1) (1.5) (493.9) % 8.3 % 19.3 % |
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, 2020 and 2019 are as follows: 2020 2019 Assets: Inventory $ 4,649 $ 4,085 Net operating losses 22,197 3,679 Capitalized research and development 5,187 6,201 Deferred compensation 2,240 2,102 Accounts receivable 2,784 2,556 Compensation and benefits 7,540 6,049 Accrued pension 5,348 3,710 Research and development credit 13,540 10,321 Interest limitation — 5,702 Convertible notes hedge 6,999 9,004 Lease liabilities 4,452 5,688 Other 6,793 4,336 Less: valuation allowances (2,721) (1,732) 79,008 61,701 Liabilities: Goodwill and intangible assets 104,119 102,015 Depreciation 2,512 301 State taxes 9,614 11,161 Unremitted foreign earnings 2,423 2,619 Convertible notes debt discount 7,060 9,096 Lease right-of-use assets 4,313 5,338 130,041 130,530 Net liability $ (51,033) $ (68,829) |
Schedule of Income before Income Tax | Income before income taxes consists of the following U.S. and foreign income: 2020 2019 2018 U.S. income $ (16,026) $ 5,332 $ 24,320 Foreign income 17,629 25,893 26,333 Total income $ 1,603 $ 31,225 $ 50,653 |
Schedule of Unrecognized Tax Benefits Rollforward | The following table summarizes the activity related to our unrecognized tax benefits for the years ending December 31,: 2020 2019 2018 Balance as of January 1, $ 2,170 $ 3,073 $ 2,943 Increases (decreases) for positions taken in prior periods — — (250) Increases for positions taken in current periods — 1,650 1,017 Decreases in unrecorded tax positions related to settlement with the taxing authorities (1,970) (2,404) (370) Decreases in unrecorded tax positions related to lapse of statute of limitations — (149) (267) Balance as of December 31, $ 200 $ 2,170 $ 3,073 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018: 2020 2019 2018 Grant date fair value of stock options and SARs $ 22.62 $ 20.59 $ 14.78 Expected stock price volatility 26.89 % 26.59 % 25.69 % Risk-free interest rate 0.89 % 2.58 % 2.62 % Expected annual dividend yield 0.82 % 1.08 % 1.34 % Expected life of options & SARs (years) 5.5 5.6 5.7 |
Schedule of stock option and SAR activity | The following table illustrates the stock option and SAR activity for the year ended December 31, 2020: Number Weighted- Outstanding at December 31, 2019 3,253 $ 55.97 Granted 859 $ 95.84 Forfeited (250) $ 72.81 Exercised (526) $ 45.07 Outstanding at December 31, 2020 3,336 $ 66.76 Exercisable at December 31, 2020 1,199 $ 52.18 Stock options & SARs expected to vest 2,137 $ 74.94 |
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, 2020: Number Weighted- Outstanding at December 31, 2019 169 $ 48.94 Granted 37 $ 85.45 Vested (140) $ 43.99 Forfeited (5) $ 79.30 Outstanding at December 31, 2020 61 $ 77.03 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018: 2020 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 340,318 $ 484,147 $ 824,465 Services transferred over time 34,387 3,607 37,994 Total sales from contracts with customers $ 374,705 $ 487,754 $ 862,459 2019 Orthopedic Surgery General Surgery Total Timing of Revenue Recognition Goods transferred at a point in time $ 426,893 $ 489,313 $ 916,206 Services transferred over time 36,429 2,462 38,891 Total sales from contracts with customers $ 463,322 $ 491,775 $ 955,097 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 |
Contract with Customer, Asset and Liability | Contract liability balances related to the sale of extended warranties to customers are as follows: December 31, 2020 December 31, 2019 Contract Liability $ 13,666 $ 14,276 |
Business Segments and Geograp_2
Business Segments and Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018: 2020 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 139,715 $ 342,349 $ 482,064 Americas (excluding the United States) 50,356 28,358 78,714 Europe, Middle East & Africa 90,998 70,086 161,084 Asia Pacific 93,636 46,961 140,597 Total sales from contracts with customers $ 374,705 $ 487,754 $ 862,459 2019 Orthopedic Surgery General Surgery Total Primary Geographic Markets United States $ 179,419 $ 337,246 $ 516,665 Americas (excluding the United States) 64,269 31,004 95,273 Europe, Middle East & Africa 118,301 64,248 182,549 Asia Pacific 101,333 59,277 160,610 Total sales from contracts with customers $ 463,322 $ 491,775 $ 955,097 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 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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: 2020 2019 Accumulated benefit obligation $ 101,242 $ 92,052 Change in benefit obligation Projected benefit obligation at beginning of year $ 92,052 $ 80,776 Service cost 717 1,010 Interest cost 2,555 3,130 Actuarial loss 10,963 10,561 Benefits paid (1,933) (2,299) Settlements (3,112) (1,126) Projected benefit obligation at end of year $ 101,242 $ 92,052 Change in plan assets Fair value of plan assets at beginning of year $ 75,321 $ 66,307 Actual gain (loss) on plan assets 6,664 12,439 Benefits paid (1,933) (2,299) Settlements (3,112) (1,126) Fair value of plan assets at end of year $ 76,940 $ 75,321 Funded status $ (24,302) $ (16,731) |
Schedule of amounts recognized in the consolidated balance sheets | Amounts recognized in the consolidated balance sheets consist of the following at December 31,: 2020 2019 Other long-term liabilities $ (24,302) $ (16,731) Accumulated other comprehensive loss (48,285) (41,787) |
Schedule of actuarial assumptions used | The following actuarial assumptions were used to determine our accumulated and projected benefit obligations as of December 31,: 2020 2019 Discount rate 2.44 % 3.33 % The following actuarial assumptions were used to determine our net periodic pension benefit cost for the years ended December 31,: 2020 2019 2018 Discount rate on benefit obligation 3.33 % 4.37 % 3.69 % Effective rate for interest on benefit obligation 2.88 % 4.01 % 3.28 % Expected return on plan assets 7.00 % 7.50 % 7.50 % |
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 2020 and 2019 are as follows: 2020 2019 Current year actuarial loss $ (9,319) $ (2,846) Amortization of actuarial loss 2,821 2,881 Total recognized in other comprehensive loss $ (6,498) $ 35 |
Schedule of net benefit cost | Net periodic pension cost for the years ended December 31, consists of the following: 2020 2019 2018 Service cost $ 717 $ 1,010 $ 675 Interest cost on projected benefit obligation 2,555 3,130 2,806 Expected return on plan assets (5,021) (4,725) (5,418) Amortization of loss 2,821 2,881 2,689 Net periodic pension cost $ 1,072 $ 2,296 $ 752 |
Schedule of allocation of plan assets | The allocation of plan assets by category is as follows at December 31,: Percentage of Pension Target 2020 2019 2021 Equity securities 76 % 74 % 75 % Debt securities 24 % 26 % 25 % Total 100 % 100 % 100 % The following table sets forth the value of the pension plan's assets as of December 31, 2020 and December 31, 2019: 2020 2019 Investments measured at fair value: Level 1 Common Stock $ 9,185 $ 8,307 Fixed Income Securities 17,848 18,609 Total Investments measured at fair value 27,033 26,916 Investments measured at NAV: Money Market Fund 915 789 Mutual Funds 48,992 47,616 Total Investments measured at NAV 49,907 48,405 Total Investments $ 76,940 $ 75,321 |
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, 2020 and reflect the impact of expected future employee service. 2021 $5,579 2022 6,275 2023 5,944 2024 5,545 2025 5,815 2026-2030 26,944 |
Acquisition and Other Expense (
Acquisition and Other Expense (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Acquisition and Other Expense [Abstract] | |
Schedule of Acquisition and Other Operating Expense | Acquisition and other expense for the year ended December 31, consists of the following: 2020 2019 2018 Plant underutilization costs $ 6,586 $ — $ — Manufacturing consolidation costs 3,993 2,858 — Acquisition and integration costs 2,820 1,335 — Product rationalization costs - inventory 2,169 — — Restructuring costs 1,087 — — Acquisition and other expense included in cost of sales $ 16,655 $ 4,193 $ — Restructuring and related costs $ 4,782 $ — $ — Product rationalization costs - field inventory 2,095 — — Acquisition and integration costs 1,192 13,066 2,372 Acquisition and other expense included in selling and administrative expense $ 8,069 $ 13,066 $ 2,372 Impairment charges included in research and development expense $ — $ — $ 4,212 Debt refinancing costs included in other expense $ — $ 3,904 $ — |
Guarantees (Tables)
Guarantees (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Guarantees [Abstract] | |
Changes in the carrying amount of service and product warranties | Changes in the carrying amount of standard warranties for the year ended December 31, are as follows: 2020 2019 2018 Balance as of January 1, $ 2,186 $ 1,585 $ 1,750 Provision for warranties 783 1,699 1,099 Claims made (1,143) (1,098) (1,264) Balance as of December 31, $ 1,826 $ 2,186 $ 1,585 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | The following table presents the notional contract amounts for forward contracts outstanding: As of FASB ASC Topic 815 Designation December 31, 2020 December 31, 2019 Forward exchange contracts Cash flow hedge $ 154,504 $ 156,818 Forward exchange contracts Non-designated 42,380 33,867 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Foreign exchange contracts designated as cash flow hedges had the following effects on accumulated other comprehensive income (loss) and net earnings on our consolidated statements of comprehensive income and our consolidated balance sheets: Amount of Gain (Loss) Recognized in AOCI Consolidated Statements of Comprehensive Income Amount of Gain (Loss) Reclassified from AOCI Years Ended Total Amount of Line Item Presented Years Ended Derivative Instrument 2020 2019 2018 Location of amount reclassified 2020 2019 2018 2020 2019 2018 Foreign exchange contracts $ (7,111) $ 3,871 $ 10,073 Net Sales $ 862,459 $ 955,097 $ 859,634 $ 1,997 $ 7,969 $ (1,278) Cost of Sales 402,159 430,382 390,524 (619) 638 365 Pre-tax gain (loss) $ (7,111) $ 3,871 $ 10,073 $ 1,378 $ 8,607 $ (913) Tax expense (benefit) (1,718) 935 2,434 333 2,079 (221) Net gain (loss) $ (5,393) $ 2,936 $ 7,639 $ 1,045 $ 6,528 $ (692) |
Derivatives Not Designated as Hedging Instruments [Table Text Block] | Net gains and losses from derivative instruments not accounted for as hedges offset by gains and losses on our intercompany receivables on our consolidated statements of comprehensive income were: Years Ended Derivative Instrument Location on Consolidated Statements of Comprehensive Income 2020 2019 2018 Net gain (loss) on currency forward contracts Selling and administrative expense $ (2,269) $ (573) $ 69 Net gain (loss) on currency transaction exposures Selling and administrative expense $ 646 $ (653) $ (804) |
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, 2020 and 2019: December 31, 2020 Location on Consolidated Balance Sheet Asset Fair Liabilities Fair Net Derivatives designated as hedging instruments: Foreign exchange contracts Other current liabilities $ 1,500 $ (8,826) $ (7,326) Foreign exchange contracts Other long-term liabilities 23 (535) (512) $ 1,523 $ (9,361) $ (7,838) Derivatives not designated as hedging instruments: Foreign exchange contracts Other current liabilities 25 (150) (125) Total derivatives $ 1,548 $ (9,511) $ (7,963) December 31, 2019 Location on Consolidated Balance Sheet Asset Fair Liabilities Fair Net Derivatives designated as hedging instruments: Foreign exchange contracts Prepaids and other current assets $ 2,307 $ (1,341) $ 966 Foreign exchange contracts Other long-term liabilities 38 (353) (315) $ 2,345 $ (1,694) $ 651 Derivatives not designated as hedging instruments: Foreign exchange contracts Other current liabilities 22 (159) (137) Total derivatives $ 2,367 $ (1,853) $ 514 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data | Selected quarterly financial data for 2020 and 2019 are as follows: Three Months Ended March (1) June (2) September (3) December (4) 2020 Net sales $ 214,010 $ 157,785 $ 237,835 $ 252,828 Gross profit 119,159 71,929 133,698 135,514 Net income (loss) 5,927 (27,400) 6,850 24,140 EPS: Basic $ 0.21 $ (0.96) $ 0.24 $ 0.84 Diluted 0.20 $ (0.96) $ 0.23 $ 0.81 Three Months Ended March (5) June (6) September (7) December (8) 2019 Net sales $ 218,378 $ 238,263 $ 233,590 $ 264,865 Gross profit 121,438 131,190 130,111 141,975 Net income 1,021 5,695 6,970 14,933 EPS: Basic $ 0.04 $ 0.20 $ 0.25 $ 0.53 Diluted $ 0.04 $ 0.19 $ 0.23 $ 0.49 |
Operations and Significant Ac_4
Operations and Significant Accounting Policies (Property, Plant and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 ($) $ / shares in Units, $ in Thousands | Jan. 29, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Operations and Significant Accounting Policies [Line Items] | ||||
Lessee, Operating Lease, Termination Option Term | 1 year | |||
Selling and administrative expense | $ 373,817 | $ 400,141 | $ 355,617 | |
Other Noncurrent Assets | ||||
Other Assets, Noncurrent [Abstract] | ||||
Field inventory | 43,300 | 50,300 | ||
Shipping and Handling [Member] | ||||
Operations and Significant Accounting Policies [Line Items] | ||||
Selling and administrative expense | $ 14,600 | $ 15,400 | $ 14,000 | |
Minimum [Member] | ||||
Operations and Significant Accounting Policies [Line Items] | ||||
Remaining Lease Term | 1 year | |||
Maximum [Member] | ||||
Operations and Significant Accounting Policies [Line Items] | ||||
Remaining Lease Term | 10 years | |||
Lessee, Operating Lease, Renewal Term | 5 years | |||
2.625 Percent Convertible Notes Due 2024 [Member] | Convertible Notes Payable [Member] | ||||
Operations and Significant Accounting Policies [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.625% | |||
Debt Instrument, Convertible, Conversion Price | $ 88.80 | |||
Option Indexed to Issuer's Equity, Strike Price | $ 114.92 |
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, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings per share: | |||||||||||
Net income | $ 24,140 | $ 6,850 | $ (27,400) | $ 5,927 | $ 14,933 | $ 6,970 | $ 5,695 | $ 1,021 | $ 9,517 | $ 28,620 | $ 40,854 |
Basic-weighted average shares outstanding (in shares) | 28,581 | 28,325 | 28,118 | ||||||||
Effect of dilutive potential securities (in shares) | 883 | 1,170 | 772 | ||||||||
Diluted-weighted average shares outstanding (in shares) | 29,464 | 29,495 | 28,890 | ||||||||
Basic EPS (in dollars per share) | $ 0.84 | $ 0.24 | $ (0.96) | $ 0.21 | $ 0.53 | $ 0.25 | $ 0.20 | $ 0.04 | $ 0.33 | $ 1.01 | $ 1.45 |
Diluted EPS (in dollars per share) | $ 0.81 | $ 0.23 | $ (0.96) | $ 0.20 | $ 0.49 | $ 0.23 | $ 0.19 | $ 0.04 | $ 0.32 | $ 0.97 | $ 1.41 |
Shares excluded from computation of earnings per share | 1,400 | 700 | 700 |
Operations and Significant Ac_7
Operations and Significant Accounting Policies (Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | $ (59,277) | ||
Other Comprehensive Income (Loss), Net of Income Tax | (4,404) | $ (3,540) | $ (710) |
Accumulated other comprehensive income (loss), end of the period | (63,681) | (59,277) | |
Accumulated Other Comprehensive Loss [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | (59,277) | (55,737) | (49,078) |
Other comprehensive income (loss) before reclassifications, net of tax | (5,498) | 803 | (3,441) |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | 1,443 | (5,726) | 3,602 |
Reclassification from AOCI, Current Period, Tax | (349) | 1,383 | (871) |
Other Comprehensive Income (Loss), Net of Income Tax | (4,404) | (3,540) | (710) |
Accumulated other comprehensive income (loss), end of the period | (63,681) | (59,277) | (55,737) |
Cash Flow Hedging Gain (Loss) [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | 493 | 4,085 | (3,530) |
Other comprehensive income (loss) before reclassifications, net of tax | (5,393) | 2,936 | 7,639 |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | (1,378) | (8,607) | 913 |
Reclassification from AOCI, Current Period, Tax | 333 | 2,079 | (221) |
Other Comprehensive Income (Loss), Net of Income Tax | (6,438) | (3,592) | 8,331 |
Accumulated other comprehensive income (loss), end of the period | (5,945) | 493 | 4,085 |
Pension Liability [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | (31,691) | (31,718) | (25,813) |
Other comprehensive income (loss) before reclassifications, net of tax | (7,068) | (2,158) | (2,711) |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | 2,821 | 2,881 | 2,689 |
Reclassification from AOCI, Current Period, Tax | (682) | (696) | (650) |
Other Comprehensive Income (Loss), Net of Income Tax | (4,929) | 27 | (672) |
Accumulated other comprehensive income (loss), end of the period | (36,620) | (31,691) | (31,718) |
Cumulative Translation Adjustment [Member] | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Accumulated other comprehensive income (loss), beginning of the period | (28,079) | (28,104) | (19,735) |
Other comprehensive income (loss) before reclassifications, net of tax | 6,963 | 25 | (8,369) |
Amounts reclassified from accumulated other comprehensive income (loss) before tax | 0 | 0 | 0 |
Reclassification from AOCI, Current Period, Tax | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Net of Income Tax | 6,963 | 25 | (8,369) |
Accumulated other comprehensive income (loss), end of the period | $ (21,116) | $ (28,079) | (28,104) |
Accounting Standards Update 2018-02 [Member] | Accumulated Other Comprehensive Loss [Member] | Cumulative effect of change in accounting principle(b) | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Cumulative effect of change in accounting principle(b) | (5,949) | ||
Accounting Standards Update 2018-02 [Member] | Pension Liability [Member] | Cumulative effect of change in accounting principle(b) | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Cumulative effect of change in accounting principle(b) | (5,233) | ||
Accounting Standards Update 2018-02 [Member] | Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | Cumulative effect of change in accounting principle(b) | |||
Accumulated other comprehensive income (loss) [Roll Forward] | |||
Cumulative effect of change in accounting principle(b) | $ (716) |
Business Acqusition Business _2
Business Acqusition Business Acquisition (Details) - USD ($) $ in Thousands | Dec. 04, 2019 | Feb. 11, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||||||
Business combination, consideration transferred | $ 13,900 | ||||||||||||
Payments to acquire business | $ 365,000 | ||||||||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 215,800 | ||||||||||||
Acquisition and integration costs | $ 600 | $ 800 | $ 1,100 | $ 1,600 | $ 1,900 | $ 1,700 | $ 3,000 | $ 7,900 | $ 1,100 | ||||
Revenues | 252,828 | $ 237,835 | $ 157,785 | $ 214,010 | 264,865 | $ 233,590 | $ 238,263 | $ 218,378 | $ 862,459 | $ 955,097 | 859,634 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 119 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables | 4,587 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 4,582 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Other | 146 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets | 9,434 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 4,036 | ||||||||||||
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Assets | 80 | ||||||||||||
Goodwill | $ 618,440 | $ 618,042 | 618,440 | 618,042 | 400,440 | ||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 166 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | 369,509 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities | 4,462 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | 4,462 | ||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 365,047 | ||||||||||||
Pro Forma Information [Abstract] | |||||||||||||
Business Acquisition, Pro Forma Revenue | 960,115 | 898,545 | |||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | 44,361 | 10,407 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 4,100 | ||||||||||||
Goodwill, Acquired During Period | $ 700 | $ 215,800 | 0 | 217,482 | |||||||||
Buffalo Filter LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years | ||||||||||||
Revenues | 49,600 | ||||||||||||
Goodwill | $ 215,793 | ||||||||||||
Customer Relationships [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 124,000 | ||||||||||||
Customer Relationships [Member] | Buffalo Filter LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 16 years | ||||||||||||
Technology-Based Intangible Assets [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 9,000 | ||||||||||||
Technology-Based Intangible Assets [Member] | Buffalo Filter LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||||||||||||
Trademarks and Trade Names [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 7,000 | ||||||||||||
Trademarks and Trade Names [Member] | Buffalo Filter LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 20 years | ||||||||||||
Selling and Administrative Expenses [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition and integration costs | 1,192 | 13,066 | 2,372 | ||||||||||
Selling and Administrative Expenses [Member] | Buffalo Filter LLC [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition and integration costs | 1,300 | ||||||||||||
Cost of Sales [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition and integration costs | $ 2,820 | $ 1,335 | 0 | ||||||||||
Pro Forma [Member] | Selling and Administrative Expenses [Member] | Acquisition-related Costs [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition and integration costs | 13,100 | ||||||||||||
Pro Forma [Member] | Cost of Sales [Member] | Acquisition-related Costs [Member] | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Acquisition and integration costs | $ 1,300 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 71,807 | $ 51,103 |
Work in process | 15,864 | 15,142 |
Finished goods | 107,197 | 98,371 |
Total inventory | $ 194,868 | $ 164,616 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 357,403 | $ 346,776 | |
Less: Accumulated depreciation | (245,996) | (227,893) | |
Total property, plant and equipment | 111,407 | 118,883 | |
Capitalized Computer Software, Gross | 50,300 | 49,600 | |
Capitalized Computer Software, Accumulated Amortization | (42,900) | (38,700) | |
Capitalized Computer Software, Amortization | 4,700 | 4,800 | $ 4,700 |
Proceeds from Sale of Property Held-for-sale | 3,227 | 0 | $ 0 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 4,027 | 4,686 | |
Building and improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 93,886 | 95,632 | |
Machinery and equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 243,810 | 233,140 | |
Construction in progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 15,680 | $ 13,318 |
Leases Lease Cost (Details)
Leases Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Rental expense | $ 8,700 | ||
Straight-line lease cost | $ 7,255 | $ 7,780 | |
Operating Lease, Impairment Loss | 0 | 312 | |
Operating Lease, Expense | 7,255 | 8,092 | |
Depreciation | 355 | 238 | |
Interest on lease liabilities | 33 | 27 | |
Total finance lease cost | 388 | 265 | |
Total lease cost | $ 7,643 | $ 8,357 |
Leases Supplementary Balance Sh
Leases Supplementary Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Other assets (net of lease impairment of $1,001 at December 31, 2019) | $ 21,659 | $ 23,099 |
Operating Lease, Right-Of-Use Asset, Impairment | 1,001 | |
Other current liabilities | 7,469 | 7,268 |
Other long-term liabilities | 14,756 | 17,096 |
Total operating lease liabilities | 22,225 | 24,364 |
Property, plant and equipment, gross | 1,762 | 1,684 |
Accumulated depreciation | (825) | (479) |
Property, plant and equipment, net | 937 | 1,205 |
Current portion of long-term debt | 197 | 346 |
Long-term debt | 390 | 490 |
Total finance lease liabilities | $ 587 | $ 836 |
Weighted Average Remaining Lease Term [Abstract] | ||
Operating leases | 3 years 9 months 3 days | 4 years 5 months 4 days |
Finance leases | 3 years 2 months 19 days | 3 years 7 months 9 days |
Leases Weighted Average Discount Rate [Abstract] | ||
Operating leases | 5.00% | 4.84% |
Finance leases | 4.93% | 4.70% |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesCurrent | us-gaap:OtherLiabilitiesCurrent |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Leases Supplementary Cash Flow
Leases Supplementary Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Lease Obligation Incurred | $ 200 | ||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 7,535 | $ 8,459 | |
Financing cash flows from finance leases | 373 | 380 | |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | 4,242 | 12,800 | |
Finance leases | $ 76 | $ 563 |
Leases Maturities of Operating
Leases Maturities of Operating and Financing Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Operating Lease | ||
2021 | $ 7,469 | |
2022 | 6,792 | |
2023 | 4,922 | |
2024 | 3,676 | |
2025 | 998 | |
Thereafter | 726 | |
Total lease payments | 24,583 | |
Less imputed interest | (2,358) | |
Total lease liabilities | 22,225 | $ 24,364 |
Finance Lease | ||
2021 | 197 | |
2022 | 254 | |
2023 | 129 | |
2024 | 38 | |
2025 | 2 | |
Thereafter | 0 | |
Total lease payments | 620 | |
Less imputed interest | (33) | |
Total lease liabilities | $ 587 | $ 836 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Goodwill) (Details) - USD ($) $ in Thousands | Dec. 04, 2019 | Feb. 11, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill [Roll Forward] | ||||
Goodwill beginning balance | $ 618,042 | $ 400,440 | ||
Goodwill, Acquired During Period | $ 700 | $ 215,800 | 0 | 217,482 |
Goodwill, Purchase Accounting Adjustments | (1,009) | 0 | ||
Foreign currency translation | 1,407 | 120 | ||
Goodwill ending balance | 618,440 | 618,042 | ||
Accumulated goodwill impairment loss | $ 107,000 | $ 107,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets (Intangible Assets) (Details) - USD ($) $ in Thousands | Dec. 04, 2019 | Feb. 11, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Goodwill, Acquired During Period | $ 700 | $ 215,800 | $ 0 | $ 217,482 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | $ 4,100 | ||||
Intangible assets, gross carrying amount | 758,679 | 755,738 | |||
Intangible assets, accumulated amortization | (257,142) | (222,938) | |||
Amortization of Intangible Assets | 34,200 | 32,300 | $ 23,200 | ||
Payments Related to Contingent Consideration | 2,671 | 6,466 | 21,323 | ||
Finite-lived Intangible Assets Acquired | $ 140,000 | ||||
Future amortization expense [Abstract] | |||||
2021 | 33,535 | ||||
2022 | 32,377 | ||||
2023 | 31,609 | ||||
2024 | 30,794 | ||||
2025 | 31,046 | ||||
Expense [Member] | |||||
Future amortization expense [Abstract] | |||||
2021 | 27,535 | ||||
2022 | 26,377 | ||||
2023 | 25,609 | ||||
2024 | 24,794 | ||||
2025 | 25,046 | ||||
Reduction of Revenue [Member] | |||||
Future amortization expense [Abstract] | |||||
2021 | 6,000 | ||||
2022 | 6,000 | ||||
2023 | 6,000 | ||||
2024 | 6,000 | ||||
2025 | 6,000 | ||||
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 and Distributor Relationships [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Amortized intangible assets, gross carrying amount | 342,639 | 342,568 | |||
Intangible assets, accumulated amortization | (134,555) | (115,311) | |||
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 | (54,000) | (48,000) | |||
Patents and Other Intangible Assets [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Amortized intangible assets, gross carrying amount | 73,516 | 70,646 | |||
Intangible assets, accumulated amortization | (48,882) | (46,456) | |||
Technology-Based Intangible Assets [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Amortized intangible assets, gross carrying amount | 106,604 | 106,604 | |||
Intangible assets, accumulated amortization | (19,705) | (13,171) | |||
Payments Related to Contingent Consideration | 1,600 | $ 6,500 | $ 21,300 | ||
Asset Acquisition, Contingent Consideration Liability | $ 6,000 | ||||
Weighted Average [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 22 years | ||||
Weighted Average [Member] | Customer and Distributor Relationships [Member] | |||||
Schedule of Finite-Lived and Indefinite-Lived Assets [Line Items] | |||||
Finite-Lived Intangible Asset, Useful Life | 24 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 | 15 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 |
Long Term Debt (Details)
Long Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Long-term Debt and Lease Obligation, Including Current Maturities | $ 753,636 | $ 768,807 |
Current portion of long-term debt | 18,415 | 13,596 |
Financing leases | 587 | 836 |
Long-term debt | 735,221 | 755,211 |
Revolving Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 207,000 | 220,000 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total long-term debt | 240,145 | 253,535 |
Unamortized Debt Issuance Expense | 1,668 | 1,528 |
Convertible Notes Payable [Member] | ||
Debt Instrument [Line Items] | ||
Convertible Debt | 305,904 | 294,436 |
Unamortized Debt Issuance Expense | 5,475 | 7,252 |
Debt Instrument, Unamortized Discount | $ 33,620 | $ 43,312 |
Long Term Debt (Narrative) (Det
Long Term Debt (Narrative) (Details) | Jan. 29, 2019USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Feb. 07, 2019USD ($) |
Debt Instrument [Line Items] | |||||
Amortization of Debt Discount | $ 9,692,000 | $ 8,302,000 | $ 0 | ||
Revolving Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term debt outstanding | 207,000,000 | 220,000,000 | |||
Line of credit facility, available borrowing capacity | 375,500,000 | ||||
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 | ||||
Letters of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Letters of credit outstanding | 2,500,000 | ||||
Convertible Notes Payable [Member] | 2.625 Percent Convertible Notes Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 345,000,000 | ||||
Effective Interest Rate (percent) | 6.14% | ||||
Interest Expense, Debt | 9,100,000 | 8,400,000 | |||
Debt Instrument, Convertible, Gross Amount of Equity Component | $ 51,600,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 2.625% | ||||
Option Indexed to Issuer's Equity, Strike Price | $ / shares | $ 114.92 | ||||
Credit Agreement Expiration Trigger Requirement, Convertible Note Outstanding Balance | 150,000,000 | ||||
Debt Instrument, Convertible, Carrying Amount of Equity Component | $ 39,100,000 | ||||
Amortization of Debt Discount | $ 9,700,000 | 8,300,000 | |||
Debt Instrument, Convertible, Conversion Ratio | 11.2608 | ||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 88.80 | ||||
Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Effective Interest Rate (percent) | 3.50% | ||||
Line of Credit Facility, Commitment Fee Percentage | 0.50% | ||||
LIBOR Interest Rate Floor | 0.50% | ||||
Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Long-term Debt, Gross | $ 241,800,000 | ||||
Long-term debt outstanding | $ 240,145,000 | $ 253,535,000 | |||
Term Loan Facility [Member] | Amended and Restated Senior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt Instrument, Face Amount | $ 265,000,000 | ||||
Base Rate [Member] | Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 2.00% | ||||
London Interbank Offered Rate (LIBOR) [Member] | Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 3.00% | ||||
Eurodollar [Member] | Long-term Debt [Member] | Amended and Restated Senior Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Basis spread on variable rate (percent) | 3.00% | ||||
Call Option [Member] | |||||
Debt Instrument [Line Items] | |||||
Hedge and warrant transactions, net cash paid | $ 21,000,000 |
Long Term Debt (Maturities of L
Long Term Debt (Maturities of Long-term Debt) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Scheduled maturities of long-term debt outstanding [Abstract] | |
2020 | $ 18,219 |
2021 | 24,843 |
2022 | 405,750 |
2023 | 345,000 |
2024 | 0 |
Thereafter | $ 0 |
Income Taxes (Provision for Inc
Income Taxes (Provision for Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current tax expense: | |||
Current Federal Tax Expense (Benefit) | $ (729) | $ 96 | $ (1,077) |
Current State and Local Tax Expense (Benefit) | 86 | 444 | 777 |
Current Foreign Tax Expense (Benefit) | 6,963 | 8,375 | 8,036 |
Current income tax expense (benefit) | 6,320 | 8,915 | 7,736 |
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Deferred Federal Income Tax Expense (Benefit) | (12,253) | (3,970) | 4,478 |
Deferred State and Local Income Tax Expense (Benefit) | (1,173) | (938) | 62 |
Deferred Foreign Income Tax Expense (Benefit) | (808) | (1,402) | (2,477) |
Deferred income tax expense (benefit): | (14,234) | (6,310) | 2,063 |
Provision (benefit) for income taxes | $ (7,914) | $ 2,605 | 9,799 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||||
Tax provision at statutory rate based on income before income taxes (percent) | 21.00% | 21.00% | 21.00% | 35.00% |
Effective Income Tax Rate Reconciliation Tax Reform, Domestic | 0.00% | 0.00% | 1.80% | |
Effective Income Tax Rate Reconciliation Tax Reform, International | 0.00% | 0.00% | (3.60%) | |
Foreign income taxes (percent) | 129.60% | 6.40% | 3.60% | |
Federal research credit (percent) | (124.20%) | (4.00%) | (2.80%) | |
Effective Income Tax Rate Reconciliation, Tax treaty protocols, Percent | 0.00% | (2.90%) | 0.00% | |
Settlement of taxing authority examinations (percent) | (122.90%) | (7.70%) | (0.70%) | |
Stock-based compensation (percent) | (267.70%) | (15.40%) | (1.60%) | |
Non deductible/non-taxable items (percent) | 28.60% | 2.80% | (1.40%) | |
State income taxes, net of federal tax benefit (percent) | (24.50%) | 0.30% | 1.60% | |
Effective Income Tax Rate Reconciliation, US tax on worldwide earnings at different rates, Percent | (123.70%) | 7.90% | 2.90% | |
Other, net (percent) | (10.10%) | (0.10%) | (1.50%) | |
Effective income tax rate, continuing operations (percent) | (493.90%) | 8.30% | 19.30% |
Income Taxes (Deferred Tax Asse
Income Taxes (Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Deferred Tax Assets [Abstract] | ||
Inventory | $ 4,649 | $ 4,085 |
Net operating losses | 22,197 | 3,679 |
Capitalized research and development | 5,187 | 6,201 |
Deferred compensation | 2,240 | 2,102 |
Accounts receivable | 2,784 | 2,556 |
Compensation and benefits | 7,540 | 6,049 |
Accrued pension | 5,348 | 3,710 |
Research and development credit | 13,540 | 10,321 |
Interest limitation | 0 | 5,702 |
Convertible notes hedge | 6,999 | 9,004 |
Deferred Tax Assets, Lease Liabilities | 4,452 | 5,688 |
Other | 6,793 | 4,336 |
Less: valuation allowances | (2,721) | (1,732) |
Deferred Tax Assets, Net of Valuation Allowance | 79,008 | 61,701 |
Components of Deferred Tax Liabilities [Abstract] | ||
Goodwill and intangible assets | 104,119 | 102,015 |
Depreciation | 2,512 | 301 |
State taxes | 9,614 | 11,161 |
Unremitted foreign earnings | 2,423 | 2,619 |
Convertible notes debt discount | 7,060 | 9,096 |
Deferred Tax Liabilities, Leasing Arrangements | 4,313 | 5,338 |
Deferred tax liabilities | 130,041 | 130,530 |
Net liability | $ (51,033) | $ (68,829) |
Income Taxes (Income Before Inc
Income Taxes (Income Before Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Undistributed Earnings of Foreign Subsidiaries | $ 22,600 | ||
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries | 1,500 | ||
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest [Abstract] | |||
U.S. income | (16,026) | $ 5,332 | $ 24,320 |
Foreign income | 17,629 | 25,893 | 26,333 |
Income before income taxes | $ 1,603 | $ 31,225 | $ 50,653 |
Income Taxes (Tax Credit Carryf
Income Taxes (Tax Credit Carryforwards) (Details) - Federal [Member] $ in Millions | Dec. 31, 2020USD ($) |
Tax Credit Carryforward [Line Items] | |
Operating loss carryforwards | $ 19.4 |
Research and Development Credit [Member] | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | $ 13.5 |
Income Taxes (Unrecognized Tax
Income Taxes (Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Unrecognized Tax Benefits [Roll Forward] | |||
Balance as of January 1 | $ 2,170 | $ 3,073 | $ 2,943 |
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | 0 | 0 | (250) |
Increases for positions taken in current periods | 0 | 1,650 | 1,017 |
Decreases in unrecorded tax positions related to settlement with the taxing authorities | (1,970) | (2,404) | (370) |
Decreases in unrecorded tax positions related to lapse of statute of limitations | 0 | (149) | (267) |
Balance as of December 31 | $ 200 | $ 2,170 | $ 3,073 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | Oct. 28, 2013$ / shares | Feb. 29, 2012$ / shares | Dec. 31, 2020USD ($)plans$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / 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 | $ 5,775,000 | $ 5,684,000 | $ 5,626,000 | ||
Preferred stock, shares authorized (in shares) | 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 | 7,100,000 | ||||
Number of share-based compensation plans | plans | 2 | ||||
Number of shares available for grant | shares | 3,800,000 | ||||
Stock-based compensation | $ 13,111,000 | $ 11,779,000 | 10,037,000 | ||
Tax benefit from stock-based compensation | 3,200,000 | 2,800,000 | 2,300,000 | ||
Proceeds from stock options exercised | $ 13,700,000 | $ 7,700,000 | $ 3,500,000 | ||
Stock Options and Stock Appreciation Rights (SARs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Expiration period from date of grant (in years) | 10 years | ||||
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 (Awards) (
Shareholders' Equity (Awards) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized compensation cost | $ 33.1 | ||
Weighted average period costs expected to be recognized (in years) | 3 years 4 months 24 days | ||
Stock Options and Stock Appreciation Rights (SARs) [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant date fair value of Stock options & SARs (in dollars per share) | $ 22.62 | $ 20.59 | $ 14.78 |
Expected stock price volatility (percent) | 26.89% | 26.59% | 25.69% |
Risk-free interest rate (percent) | 0.89% | 2.58% | 2.62% |
Expected annual dividend yield (percent) | 0.82% | 1.08% | 1.34% |
Expected term of option & SARs (in years) | 5 years 6 months | 5 years 7 months 6 days | 5 years 8 months 12 days |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||
Number of shares outstanding, Beginning Balance | 3,253 | ||
Number of shares, Granted | 859 | ||
Number of shares, Forfeited | (250) | ||
Number of shares, Exercised | (526) | ||
Number of shares outstanding, Ending Balance | 3,336 | 3,253 | |
Number of shares, Exercisable | 1,199 | ||
Number of shares, Stock options & SARs expected to vest | 2,137 | ||
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) | $ 55.97 | ||
Weighted average exercise price, Granted (in dollars per share) | 95.84 | ||
Weighted average exercise price, Forfeited (in dollars per share) | 72.81 | ||
Weighted average exercise price, Exercised (in dollars per share) | 45.07 | ||
Weighted average exercise price, Ending Balance (in dollars per share) | 66.76 | $ 55.97 | |
Exercisable, Weighted Average Exercise Price (in dollars per share) | 52.18 | ||
Stock options & SARs expected to vest, Weighted Average Exercise Price (in dollars per share) | $ 74.94 | ||
Weighted average remaining contractual term, options outstanding (in years) | 7 years 2 months 12 days | ||
Weighted average remaining contractual term, options exercisable (in years) | 5 years 9 months 18 days | ||
Aggregate intrinsic value, options outstanding | $ 150.9 | ||
Aggregate intrinsic value, options exercisable | 71.7 | ||
Aggregate intrinsic value | $ 26.6 | $ 17 | $ 4.2 |
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 | 169 | ||
Number of shares, Granted | 37 | ||
Number of shares, Vested | (140) | ||
Number of shares, Forfeited | (5) | ||
Number of shares outstanding, Ending Balance | 61 | 169 | |
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) | $ 48.94 | ||
Weighted average grant date fair value, Granted (in dollars per share) | 85.45 | $ 78.64 | $ 61.76 |
Weighted average grant date fair value, Vested (in dollars per share) | 43.99 | ||
Weighted average grant date fair value, Forfeited (in dollars per share) | 79.30 | ||
Weighted average grant date fair value, Ending Balance (in dollars per share) | $ 77.03 | $ 48.94 | |
Total fair value of shares vested | $ 6.2 | $ 2.8 | $ 3 |
Shareholders' Equity (Employee
Shareholders' Equity (Employee Plan) (Details) | 12 Months Ended |
Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares reserved for share-based compensation plans | 7,100,000 |
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 | 22,165 |
Revenues (Details)
Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Net Sales | $ 862,459 | $ 955,097 | $ 859,634 |
Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 824,465 | 916,206 | 825,021 |
Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 37,994 | 38,891 | 34,613 |
Orthopedic Surgery [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 374,705 | 463,322 | 446,728 |
Orthopedic Surgery [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 340,318 | 426,893 | 413,630 |
Orthopedic Surgery [Member] | Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 34,387 | 36,429 | 33,098 |
General Surgery [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 487,754 | 491,775 | 412,906 |
General Surgery [Member] | Transferred at Point in Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | 484,147 | 489,313 | 411,391 |
General Surgery [Member] | Transferred over Time [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Net Sales | $ 3,607 | $ 2,462 | $ 1,515 |
Revenues Revenue from Contracts
Revenues Revenue from Contracts with Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Contract with Customer, Liability, Revenue Recognized | $ 9,300 | $ 6,800 | $ 5,000 |
Contract with Customer, Liability | $ 13,666 | $ 14,276 |
Business Segments and Geograp_3
Business Segments and Geographic Areas (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020USD ($)Customers | Dec. 31, 2019USD ($)Customers | Dec. 31, 2018USD ($)Customers | |
Segment Reporting Information [Line Items] | |||
Net Sales | $ 862,459 | $ 955,097 | $ 859,634 |
Number of customer representing over 10% of consolidated net sales | Customers | 0 | 0 | 0 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | $ 482,064 | $ 516,665 | $ 448,648 |
Americas (excluding the United States) [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 78,714 | 95,273 | 97,528 |
EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 161,084 | 182,549 | 166,563 |
Asia Pacific [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 140,597 | 160,610 | 146,895 |
Orthopedic Surgery [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 374,705 | 463,322 | 446,728 |
Orthopedic Surgery [Member] | United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 139,715 | 179,419 | 172,462 |
Orthopedic Surgery [Member] | Americas (excluding the United States) [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 50,356 | 64,269 | 66,519 |
Orthopedic Surgery [Member] | EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 90,998 | 118,301 | 112,998 |
Orthopedic Surgery [Member] | Asia Pacific [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 93,636 | 101,333 | 94,749 |
General Surgery [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 487,754 | 491,775 | 412,906 |
General Surgery [Member] | United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 342,349 | 337,246 | 276,186 |
General Surgery [Member] | Americas (excluding the United States) [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 28,358 | 31,004 | 31,009 |
General Surgery [Member] | EMEA [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | 70,086 | 64,248 | 53,565 |
General Surgery [Member] | Asia Pacific [Member] | |||
Segment Reporting Information [Line Items] | |||
Net Sales | $ 46,961 | $ 59,277 | $ 52,146 |
Employee Benefit Plans (Defined
Employee Benefit Plans (Defined Contribution Plan) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Savings Plan [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions | $ 8.9 | $ 9.1 | $ 8.3 |
Employee Benefit Plans (Employe
Employee Benefit Plans (Employee Benefit Reconciliation) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Service cost | $ 717 | $ 1,010 | $ 675 |
Interest cost | 2,555 | 3,130 | 2,806 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 75,321 | ||
Fair value of plan assets at end of year | 76,940 | 75,321 | |
Defined Benefit Plan, Benefit Obligation, Period Increase (Decrease) | 9,200 | ||
Pension Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accumulated Benefit Obligation | 101,242 | 92,052 | |
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Projected benefit obligation at beginning of year | 92,052 | 80,776 | |
Service cost | 717 | 1,010 | |
Interest cost | 2,555 | 3,130 | |
Actuarial loss | 10,963 | 10,561 | |
Defined Benefit Plan, Benefit Obligation, Benefits Paid | (1,933) | (2,299) | |
Settlement | (3,112) | (1,126) | |
Projected benefit obligation at end of year | 101,242 | 92,052 | 80,776 |
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 75,321 | 66,307 | |
Actual gain (loss) on plan assets | 6,664 | 12,439 | |
Defined Benefit Plan, Plan Assets, Benefits Paid | (1,933) | (2,299) | |
Settlement | (3,112) | (1,126) | |
Fair value of plan assets at end of year | 76,940 | 75,321 | $ 66,307 |
Funded status | $ (24,302) | $ (16,731) |
Employee Benefit Plans (Amounts
Employee Benefit Plans (Amounts Recognized in Balance Sheet) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Retirement Benefits [Abstract] | ||
Liability, Defined Benefit Plan, Noncurrent | $ (24,302) | $ (16,731) |
Accumulated other comprehensive loss | $ (48,285) | $ (41,787) |
Employee Benefit Plans (Actuari
Employee Benefit Plans (Actuarial Assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate | 2.44% | 3.33% | |
Defined Benefit Plan, Assumptions Used Calculating Net Period Benefit Cost, Benefit Obligation, Discount Rate | 3.33% | 4.37% | 3.69% |
Effective rate for interest on benefit obligation (percent) | 2.88% | 4.01% | 3.28% |
Expected return on plan assets (percent) | 7.00% | 7.50% | 7.50% |
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, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | ||
Current year actuarial loss | $ (9,319) | $ (2,846) |
Amortization of actuarial loss | 2,821 | 2,881 |
Total recognized in other comprehensive loss | $ (6,498) | $ 35 |
Employee Benefit Plans (Net Per
Employee Benefit Plans (Net Periodic Pension Cost) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Defined Benefit Plan, Non-Service Cost | $ 400 | $ 1,300 | |
Service cost | 717 | 1,010 | $ 675 |
Interest cost on projected benefit obligation | 2,555 | 3,130 | 2,806 |
Expected return on plan assets | (5,021) | (4,725) | (5,418) |
Amortization of loss | 2,821 | 2,881 | 2,689 |
Net periodic pension cost | $ 1,072 | $ 2,296 | $ 752 |
Employee Benefit Plans (Allocat
Employee Benefit Plans (Allocation of Pension Plan Assets) (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
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 | $ 3.1 | |
Equity Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 76.00% | 74.00% |
Target allocation (percent) | 75.00% | |
Debt Securities [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Percentage of pension plan assets | 24.00% | 26.00% |
Target allocation (percent) | 25.00% |
Employee Benefit Plans (Fair Va
Employee Benefit Plans (Fair Value of Plan Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 76,940 | $ 75,321 |
Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 27,033 | 26,916 |
Fair Value Measured at Net Asset Value Per Share [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 49,907 | 48,405 |
Common Stock [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 9,185 | 8,307 |
Fixed Income Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 17,848 | 18,609 |
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 | 915 | 789 |
Mututal Funds [Member] | Fair Value Measured at Net Asset Value Per Share [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 48,992 | $ 47,616 |
Employee Benefit Plans (Expecte
Employee Benefit Plans (Expected Future Employee Service) (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Retirement Benefits [Abstract] | |
2021 | $ 5,579 |
2022 | 6,275 |
2023 | 5,944 |
2024 | 5,545 |
2025 | 5,815 |
2026-2030 | $ 26,944 |
Legal Matters and Contingenci_2
Legal Matters and Contingencies (Details) - USD ($) $ in Thousands | Jan. 18, 2017 | Dec. 31, 2020 |
Loss Contingencies [Line Items] | ||
Product liability insurance, amount per incident | $ 30,000 | |
Product liability insurance, aggregate annual amount | 30,000 | |
Administrative Fines | $ 20 | |
Pending Litigation [Member] | EndoDynamix, Inc. [Member] | Liquidated Damages [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 12,700 | |
Pending Litigation [Member] | EndoDynamix, Inc. [Member] | Additional Damages [Member] | ||
Loss Contingencies [Line Items] | ||
Loss Contingency, Damages Sought, Value | $ 24,800 |
Acquisition and Other Expense_2
Acquisition and Other Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisition and Other Expense [Line Items] | |||||||||||
Plant underutilization cost | $ 6,600 | ||||||||||
Manufacturing consolidation costs | $ 600 | 1,600 | $ 1,800 | $ 1,400 | $ 1,400 | ||||||
Acquisition and integration costs | $ 600 | 800 | 1,100 | $ 1,600 | $ 1,900 | $ 1,700 | $ 3,000 | $ 7,900 | $ 1,100 | ||
Impairment charges | $ 0 | $ 312 | 4,212 | ||||||||
Restructuring And Related Costs | $ 1,600 | $ 1,000 | $ 3,200 | ||||||||
Other expense | $ 3,900 | 355 | 5,188 | 0 | |||||||
Debt Instrument, Financing Costs Expensed | 3,600 | ||||||||||
Loss on early extinguishment of debt | 0 | 300 | 0 | ||||||||
Debt | |||||||||||
Acquisition and Other Expense [Line Items] | |||||||||||
Other expense | 0 | 3,904 | 0 | ||||||||
Cost of Sales [Member] | |||||||||||
Acquisition and Other Expense [Line Items] | |||||||||||
Plant underutilization cost | 6,586 | 0 | 0 | ||||||||
Manufacturing consolidation costs | 3,993 | 2,858 | 0 | ||||||||
Acquisition and integration costs | 2,820 | 1,335 | 0 | ||||||||
Product rationalization costs - inventory | 2,169 | 0 | 0 | ||||||||
Restructuring Charges | 1,087 | 0 | 0 | ||||||||
Acquisition and other expense | 16,655 | 4,193 | 0 | ||||||||
Selling and Administrative Expenses [Member] | |||||||||||
Acquisition and Other Expense [Line Items] | |||||||||||
Acquisition and integration costs | 1,192 | 13,066 | 2,372 | ||||||||
Restructuring And Related Costs | 4,782 | 0 | 0 | ||||||||
Product rationalization costs - field inventory | 2,095 | 0 | 0 | ||||||||
Acquisition and other expense | 8,069 | 13,066 | 2,372 | ||||||||
Selling and Administrative Expenses [Member] | Special Termination Benefits [Member] | |||||||||||
Acquisition and Other Expense [Line Items] | |||||||||||
Restructuring And Related Costs | 900 | ||||||||||
Selling and Administrative Expenses [Member] | Contract Termination [Member] | |||||||||||
Acquisition and Other Expense [Line Items] | |||||||||||
Restructuring And Related Costs | 3,800 | ||||||||||
Research and Development Expense [Member] | |||||||||||
Acquisition and Other Expense [Line Items] | |||||||||||
Impairment charges | $ 0 | $ 0 | $ 4,212 |
Guarantees (Details)
Guarantees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Guarantees [Abstract] | |||
Standard warranty period (in years) | 1 year | ||
Movement in Standard Product Warranty Accrual [Roll Forward] | |||
Beginning balance | $ 2,186 | $ 1,585 | $ 1,750 |
Provision for warranties | 783 | 1,699 | 1,099 |
Claims made | (1,143) | (1,098) | (1,264) |
Ending balance | 1,826 | 2,186 | 1,585 |
Extended Product Warranty Disclosure [Abstract] | |||
Product Warranty Expense | $ 6,100 | $ 5,300 | $ 4,900 |
Fair Value Measurement Amounts
Fair Value Measurement Amounts Recorded In and Reclassified From AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||
Revenues | $ 252,828 | $ 237,835 | $ 157,785 | $ 214,010 | $ 264,865 | $ 233,590 | $ 238,263 | $ 218,378 | $ 862,459 | $ 955,097 | $ 859,634 |
Cost of sales | 402,159 | 430,382 | 390,524 | ||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification and Tax | (7,111) | 3,871 | 10,073 | ||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, Tax | (1,718) | 935 | 2,434 | ||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), before Reclassification, after Tax | (5,393) | 2,936 | 7,639 | ||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 1,378 | 8,607 | (913) | ||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, Tax | 333 | 2,079 | (221) | ||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | 1,045 | 6,528 | (692) | ||||||||
Revenues [Member] | |||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | 1,997 | 7,969 | (1,278) | ||||||||
Cost of Sales [Member] | |||||||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ (619) | $ 638 | $ 365 |
Fair Value Measurement (Foreign
Fair Value Measurement (Foreign Currency Forward Contracts) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative [Line Items] | |||
Gains (losses) on intercompany receivables | $ 646 | $ (653) | $ (804) |
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Asset Fair Value | 1,548 | 2,367 | |
Liabilities Fair Value | (9,511) | (1,853) | |
Net Fair Value | (7,963) | 514 | |
Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Forward contracts not designated as hedging instruments net realized gains (losses) | (2,269) | (573) | $ 69 |
Derivatives designated as hedging instruments: | Foreign Exchange Forward [Member] | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Asset Fair Value | 1,523 | 2,345 | |
Liabilities Fair Value | (9,361) | (1,694) | |
Net Fair Value | (7,838) | 651 | |
Derivatives designated as hedging instruments: | Foreign Exchange Forward [Member] | Prepaids and other current assets | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Asset Fair Value | 2,307 | ||
Liabilities Fair Value | (1,341) | ||
Net Fair Value | 966 | ||
Derivatives designated as hedging instruments: | Foreign Exchange Forward [Member] | Other long-term liabilities | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Asset Fair Value | 23 | 38 | |
Liabilities Fair Value | (535) | (353) | |
Net Fair Value | (512) | (315) | |
Derivatives designated as hedging instruments: | Foreign Exchange Forward [Member] | Other current liabilities | |||
Derivative Assets (Liabilities), at Fair Value, Net, by Balance Sheet Classification [Abstract] | |||
Asset Fair Value | 1,500 | ||
Liabilities Fair Value | (8,826) | ||
Net Fair Value | (7,326) | ||
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Derivative, Notional Amount | 42,380 | 33,867 | |
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] | |||
Asset Fair Value | 25 | 22 | |
Liabilities Fair Value | (150) | (159) | |
Net Fair Value | $ (125) | (137) | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Maximum Length of Time Hedged in Cash Flow Hedge | 1 month | ||
Cash Flow Hedging [Member] | Foreign Exchange Forward [Member] | |||
Derivative [Line Items] | |||
Maximum Length of Time Hedged in Cash Flow Hedge | 2 years | ||
Derivative, Notional Amount | $ 154,504 | $ 156,818 | |
Unrealized gain (loss) on cash flow hedges in accumulated other comprehensive income (loss) expected to be recognized in next fiscal year | $ (5,600) |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 252,828 | $ 237,835 | $ 157,785 | $ 214,010 | $ 264,865 | $ 233,590 | $ 238,263 | $ 218,378 | $ 862,459 | $ 955,097 | $ 859,634 |
Gross Profit | 135,514 | 133,698 | 71,929 | 119,159 | 141,975 | 130,111 | 131,190 | 121,438 | 460,300 | 524,715 | 469,110 |
Net income | 24,140 | 6,850 | (27,400) | 5,927 | 14,933 | 6,970 | 5,695 | 1,021 | 9,517 | 28,620 | 40,854 |
Acquisition and integration costs | 600 | 800 | 1,100 | 1,600 | 1,900 | 1,700 | $ 3,000 | 7,900 | 1,100 | ||
Restructuring And Related Costs | $ 1,600 | 1,000 | 3,200 | ||||||||
Manufacturing consolidation costs | $ 600 | 1,600 | $ 1,800 | $ 1,400 | $ 1,400 | ||||||
Other expense | $ 3,900 | 355 | 5,188 | 0 | |||||||
Plant underutilization cost | 6,600 | ||||||||||
Impairment charges | $ 0 | $ 312 | $ 4,212 | ||||||||
Product rationalization costs | $ 4,300 | ||||||||||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 0.2 | 0.2 | 0.6 | ||||||||
EPS: | |||||||||||
Basic (in dollars per share) | $ 0.84 | $ 0.24 | $ (0.96) | $ 0.21 | $ 0.53 | $ 0.25 | $ 0.20 | $ 0.04 | $ 0.33 | $ 1.01 | $ 1.45 |
Diluted (in dollars per share) | $ 0.81 | $ 0.23 | $ (0.96) | $ 0.20 | $ 0.49 | $ 0.23 | $ 0.19 | $ 0.04 | $ 0.32 | $ 0.97 | $ 1.41 |
Selected Quarterly Financial _4
Selected Quarterly Financial Data (Unaudited) Dilutive Impact Of Convertible Notes (Details) | Jan. 29, 2019 |
Convertible Notes Payable [Member] | 2.625 Percent Convertible Notes Due 2024 [Member] | |
Debt Instrument [Line Items] | |
Debt Instrument, Interest Rate, Stated Percentage | 2.625% |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Allowance for Bad Debts [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 2,786 | $ 2,660 | $ 2,137 |
Charged to costs and expenses | 1,611 | 852 | 1,485 |
Deductions | (521) | (726) | (962) |
Balance at end of period | 3,876 | 2,786 | 2,660 |
Sales Returns and Allowances [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 3,667 | 3,246 | 2,219 |
Charged to costs and expenses | 384 | 518 | 1,050 |
Deductions | (367) | (97) | (23) |
Balance at end of period | 3,684 | 3,667 | 3,246 |
Deferred Tax Asset Valuation Allowance [Member] | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 1,732 | 1,159 | 570 |
Charged to costs and expenses | 989 | 573 | 589 |
Deductions | 0 | 0 | 0 |
Balance at end of period | $ 2,721 | $ 1,732 | $ 1,159 |