Document_and_Entity_Informatio
Document and Entity Information Document | 9 Months Ended | |
Sep. 30, 2013 | Nov. 05, 2013 | |
Entity Information [Line Items] | ' | ' |
Entity Registrant Name | 'MERIT MEDICAL SYSTEMS INC | ' |
Entity Central Index Key | '0000856982 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 42,746,098 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $9,115 | $9,719 |
Trade receivables — net of allowance for uncollectible accounts — 2013 — $779 and 2012 — $892 | 57,279 | 53,402 |
Employee receivables | 249 | 169 |
Other receivables | 2,502 | 2,672 |
Inventories | 81,057 | 84,599 |
Prepaid expenses | 4,922 | 4,133 |
Prepaid income taxes | 1,266 | 1,250 |
Deferred income tax assets | 4,989 | 4,976 |
Income tax refund receivable | 1,102 | 1,076 |
Total current assets | 162,481 | 161,996 |
PROPERTY AND EQUIPMENT: | ' | ' |
Land and land improvements | 17,989 | 17,346 |
Buildings | 126,340 | 81,223 |
Manufacturing equipment | 136,013 | 117,601 |
Furniture and fixtures | 32,154 | 26,307 |
Leasehold improvements | 14,184 | 13,236 |
Construction-in-progress | 43,276 | 74,643 |
Total property and equipment | 369,956 | 330,356 |
Less accumulated depreciation | -107,993 | -95,553 |
Property and equipment — net | 261,963 | 234,803 |
OTHER ASSETS: | ' | ' |
Goodwill | 175,489 | 175,108 |
Deferred income tax assets | 4,237 | 4,237 |
Other assets | 12,208 | 11,034 |
Total other assets | 293,739 | 308,510 |
TOTAL | 718,183 | 705,309 |
CURRENT LIABILITIES: | ' | ' |
Trade payables | 23,637 | 34,637 |
Accrued expenses | 27,308 | 27,269 |
Current portion of long-term debt | 10,000 | 10,000 |
Advances from employees | 729 | 551 |
Income taxes payable | 1,871 | 547 |
Total current liabilities | 63,545 | 73,004 |
LONG-TERM DEBT | 241,157 | 227,566 |
DEFERRED INCOME TAX LIABILITIES | 2,436 | 2,373 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 2,035 | 2,938 |
DEFERRED COMPENSATION PAYABLE | 6,821 | 5,956 |
DEFERRED CREDITS | 3,107 | 2,980 |
OTHER LONG-TERM OBLIGATIONS | 3,456 | 8,915 |
Total liabilities | 322,557 | 323,732 |
Commitments and Contingencies | ' | ' |
STOCKHOLDERS’ EQUITY: | ' | ' |
Preferred stock — 5,000 shares authorized as of September 30, 2013 and December 31, 2012; no shares issued | 0 | 0 |
Common stock — no par value; 100,000 shares authorized; 42,612 and 42,489 shares issued at September 30, 2013 and December 31, 2012, respectively | 174,551 | 172,341 |
Retained earnings | 220,448 | 210,418 |
Accumulated other comprehensive income (loss) | 627 | -1,182 |
Total stockholders’ equity | 395,626 | 381,577 |
TOTAL | 718,183 | 705,309 |
Developed Technology Rights [Member] | ' | ' |
OTHER ASSETS: | ' | ' |
Intangible Assets | 73,887 | 87,332 |
Other Intangible Assets [Member] | ' | ' |
OTHER ASSETS: | ' | ' |
Intangible Assets | $27,918 | $30,799 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Trade receivables, allowance for uncollectible accounts | $779 | $892 |
STOCKHOLDERS’ EQUITY: | ' | ' |
Preferred stock, shares authorized | 5,000 | 5,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, no par value | ' | ' |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 42,612 | 42,489 |
Developed Technology Rights [Member] | ' | ' |
OTHER ASSETS: | ' | ' |
Intangible assets, accumulated amortization | 14,970 | 8,146 |
Other Intangible Assets [Member] | ' | ' |
OTHER ASSETS: | ' | ' |
Intangible assets, accumulated amortization | $17,652 | $14,034 |
CONSOLIDATED_STATEMENTS_OF_INC
CONSOLIDATED STATEMENTS OF INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
NET SALES | $115,210 | $95,907 | $329,033 | $292,057 |
COST OF SALES | 64,180 | 50,572 | 188,025 | 155,528 |
GROSS PROFIT | 51,030 | 45,335 | 141,008 | 136,529 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Selling, general, and administrative | 31,350 | 28,880 | 95,002 | 88,638 |
Research and development | 7,308 | 7,098 | 25,064 | 20,130 |
Write-off of patents and intangible assets | 8,116 | 17 | 8,169 | 27 |
Fair value adjustments recorded to income during the period | -4,108 | 0 | -4,075 | 0 |
Acquired in-process research and development | 0 | 275 | 0 | 2,450 |
Total operating expenses | 42,639 | 36,253 | 124,080 | 111,218 |
INCOME FROM OPERATIONS | 8,391 | 9,082 | 16,928 | 25,311 |
OTHER INCOME (EXPENSE): | ' | ' | ' | ' |
Interest income | 69 | 57 | 200 | 176 |
Interest expense | -1,916 | -128 | -5,297 | -352 |
Other income (expense) | -104 | 26 | -174 | 633 |
Other income (expense) — net | -1,951 | -45 | -5,271 | 457 |
INCOME BEFORE INCOME TAXES | 6,440 | 9,037 | 11,657 | 25,768 |
INCOME TAX EXPENSE | 833 | 1,811 | 1,627 | 6,699 |
NET INCOME | 5,607 | 7,226 | 10,030 | 19,069 |
EARNINGS PER COMMON SHARE: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.13 | $0.17 | $0.24 | $0.45 |
Diluted (in dollars per share) | $0.13 | $0.17 | $0.23 | $0.45 |
AVERAGE COMMON SHARES: | ' | ' | ' | ' |
Basic (in shares) | 42,596 | 42,202 | 42,560 | 42,087 |
Diluted (in shares) | 42,872 | 42,692 | 42,793 | 42,536 |
Ostial Solutions, LLC [Member] | ' | ' | ' | ' |
OPERATING EXPENSES: | ' | ' | ' | ' |
Write-off of patents and intangible assets | $8,089 | $0 | $8,089 | $0 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Net income | $5,607 | $7,226 | $10,030 | $19,069 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Unrealized holding gain arising during the period, net of tax of $0 and $2 for the three months and $0 and $214 for the nine months ended September 30, 2013 and 2012, respectively | 0 | -3 | 0 | 336 |
Less: reclassification adjustment for gains included in net income, net of tax of $0 and $328 for the three months and $0 and $63 for the nine months ended September 30, 2013 and 2012, respectively | 0 | -98 | 0 | -516 |
Interest rate swap, net of tax of $281 and $0 for the three months and $985 and $0 for the nine months ended September 30, 2013 and 2012, respectively | -441 | 0 | 1,548 | 0 |
Foreign currency translation adjustment, net of tax of $8 and $21 for the three months and $16 and $8 for the nine months ended September 30, 2013 and 2012, respectively | 334 | -206 | 261 | -154 |
Total other comprehensive income (loss) | -107 | -307 | 1,809 | -334 |
Total comprehensive income | $5,500 | $6,919 | $11,839 | $18,735 |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Other Comprehensive Income [Abstract] | ' | ' | ' | ' |
Unrealized holding gain arising during the period, tax | $0 | $2 | $0 | $214 |
Other Comprehensive Income (Loss), Reclassification Adjustment for Sale of Securities Included in Net Income, Tax | 0 | 328 | 0 | 63 |
Interest rate swap, tax | 281 | 0 | 985 | 0 |
Foreign currency translation adjustment, tax | ($8) | ($21) | ($16) | ($8) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $10,030 | $19,069 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 23,926 | 16,724 |
Loss (gain) on sales and/or abandonment of property and equipment | 102 | -1 |
Write-off of patents and intangible assets | 8,169 | 27 |
Acquired in-process research and development | 0 | 2,450 |
Amortization of deferred credits | -97 | -140 |
Amortization of long-term debt issuance costs | 598 | 0 |
Realized gain on sale of marketable securities | 0 | -745 |
Deferred income taxes | -13 | 14 |
Excess tax benefits from stock-based compensation | -145 | -716 |
Stock-based compensation expense | 1,072 | 1,454 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Trade receivables | -3,700 | -7,521 |
Employee receivables | -78 | -78 |
Other receivables | -435 | -490 |
Inventories | 3,161 | -8,884 |
Prepaid expenses | -702 | -598 |
Prepaid income taxes | -17 | 2 |
Income tax refund receivable | 527 | 259 |
Other assets | -923 | -869 |
Trade payables | -4,078 | 5,805 |
Accrued expenses | -149 | 2,793 |
Advances from employees | 164 | 408 |
Income taxes payable | -138 | 2,670 |
Liabilities related to unrecognized tax benefits | -903 | -993 |
Deferred compensation payable | 865 | 838 |
Other long-term obligations | -3,612 | 684 |
Total adjustments | 23,594 | 13,093 |
Net cash provided by operating activities | 33,624 | 32,162 |
Capital expenditures for: | ' | ' |
Property and equipment | -48,035 | -49,264 |
Patents and trademarks | -1,143 | -1,059 |
Proceeds from the sale of marketable securities | 0 | 3,248 |
Proceeds from the sale of property and equipment | 72 | 9 |
Cash paid in acquisitions | -1,000 | -23,555 |
Net cash used in investing activities | -50,106 | -70,621 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of common stock | 1,159 | 3,326 |
Borrowings under long-term debt | 110,225 | 127,914 |
Payments on long-term debt | -96,634 | -94,151 |
Excess tax benefits from stock-based compensation | 145 | 716 |
Proceeds from industrial assistant grants | 900 | 324 |
Contingent payments related to acquisitions | -60 | -36 |
Payment of taxes related to an exchange of common stock | -21 | -287 |
Net cash provided by financing activities | 15,714 | 37,806 |
EFFECT OF EXCHANGE RATES ON CASH | 164 | -10 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | -604 | -663 |
CASH AND CASH EQUIVALENTS: | ' | ' |
Beginning of period | 9,719 | 10,128 |
End of period | 9,115 | 9,465 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION-Cash paid during the period for: | ' | ' |
Interest (net of capitalized interest of $797 and $289, respectively) | 5,381 | 238 |
Income taxes | 2,024 | 4,629 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ' | ' |
Property and equipment purchases in accounts payable | 5,340 | 7,429 |
Acquisition purchases in accrued expenses and other long-term obligations | 0 | 5,000 |
Acquisition of Customer List in Exchange for Settlement of Trade Receivables | 0 | 378 |
Merit common stock surrendered (45 and 103 shares, respectively) in exchange for exercise of stock options | $452 | $1,032 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Statement of Cash Flows [Abstract] | ' | ' |
Capitalized interest | $797 | $289 |
Stock Surrendered During Period Shares Stock Options Exercised | 45 | 71 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and nine months ended September 30, 2013 and 2012 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods, and consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of September 30, 2013, and our results of operations and cash flows for the three and nine-month periods ended September 30, 2013 and 2012. The results of operations for the three and nine-month periods ended September 30, 2013 are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012 filed with the Securities and Exchange Commission (the "SEC"). |
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories. Inventories are stated at the lower of cost or market. Inventories at September 30, 2013 and December 31, 2012, consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Finished goods | $ | 37,196 | $ | 48,233 | ||||
Work-in-process | 9,782 | 6,051 | ||||||
Raw materials | 34,079 | 30,315 | ||||||
Total | $ | 81,057 | $ | 84,599 | ||||
Stockbased_Compensation
Stock-based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Stock-based Compensation | ' | |||||||||||||||
Stock-based Compensation. Stock-based compensation expense before income taxes for the three and nine-month periods ended September 30, 2013 and 2012 consisted of the following (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Cost of goods sold | $ | 18 | $ | 49 | $ | 98 | $ | 190 | ||||||||
Research and development | 20 | 26 | 69 | 93 | ||||||||||||
Selling, general, and administrative | 251 | 354 | 905 | 1,171 | ||||||||||||
Stock-based compensation expense before income taxes | $ | 289 | $ | 429 | $ | 1,072 | $ | 1,454 | ||||||||
As of September 30, 2013, the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $4.7 million and is expected to be recognized over a weighted-average period of 3.5 years. | ||||||||||||||||
During the three and nine-month periods ended September 30, 2013, we granted awards representing 172,500 and 347,500 shares, respectively, of our common stock. During the three and nine-month periods ended September 30, 2012, we granted awards representing 7,500 and 127,500 shares of common stock, respectively. We use the Black-Scholes methodology to value stock-based compensation expense for options. In applying the Black-Scholes methodology to our outstanding option grants, we used the following assumptions: | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Risk-free interest rate | 0.65% - 1.16% | 0.54% - 0.95% | ||||||||||||||
Expected option life | 4.2 - 6.0 years | 4.2 - 6.0 years | ||||||||||||||
Expected dividend yield | — | — | ||||||||||||||
Expected price volatility | 34.08% - 41.67% | 42.01% - 44.56% | ||||||||||||||
For purposes of the foregoing analysis, the average risk-free interest rate is determined using the U.S. Treasury rate in effect as of the date of grant, based on the expected term of the stock option. The expected term of the stock options is determined using the historical exercise behavior of employees. The expected price volatility is determined using a weighted average of daily historical volatility of our stock price over the corresponding expected option life and implied volatility based on recent trends of the daily historical volatility. For options with a vesting period, compensation expense is recognized on a straight-line basis over the service period, which corresponds to the vesting period. |
Earnings_Per_Common_Share_EPS
Earnings Per Common Share (EPS) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | ' | |||||||||||||||||||||
Earnings Per Common Share (EPS) | ' | |||||||||||||||||||||
Earnings Per Common Share (EPS). The computation of weighted-average shares outstanding and the basic and diluted earnings per common share for the following periods consisted of the following (in thousands, except per share amounts): | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Net | Shares | Per Share | Net | Shares | Per Share | |||||||||||||||||
Income | Amount | Income | Amount | |||||||||||||||||||
Period ended September 30, 2013 | ||||||||||||||||||||||
Basic EPS | $ | 5,607 | 42,596 | $ | 0.13 | $ | 10,030 | 42,560 | $ | 0.24 | ||||||||||||
Effect of dilutive stock options and warrants | 276 | 233 | ||||||||||||||||||||
Diluted EPS | $ | 5,607 | 42,872 | $ | 0.13 | $ | 10,030 | 42,793 | $ | 0.23 | ||||||||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,857 | 2,125 | ||||||||||||||||||||
Period ended September 30, 2012 | ||||||||||||||||||||||
Basic EPS | $ | 7,226 | 42,202 | $ | 0.17 | $ | 19,069 | 42,087 | $ | 0.45 | ||||||||||||
Effect of dilutive stock options and warrants | 490 | 449 | ||||||||||||||||||||
Diluted EPS | $ | 7,226 | 42,692 | $ | 0.17 | $ | 19,069 | 42,536 | $ | 0.45 | ||||||||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,542 | 1,608 | ||||||||||||||||||||
Acquisitions
Acquisitions | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||
Acquisitions | ' | ||||||||||||||
Acquisitions. On December 19, 2012, we consummated the transactions contemplated by a Stock Purchase Agreement with Vital Signs, Inc., an affiliate of GE Healthcare (“Vital Signs”), as seller, and purchased all of the issued and outstanding shares of Thomas Medical Products, Inc. (“Thomas Medical”), a Pennsylvania corporation. At the time we completed the acquisition, the primary assets of Thomas Medical were patents, trademarks, other intellectual property and business assets related to introducers, hemostatic valves and sheaths. Using the Thomas Medical splittable hemostatic introducer sheath as an entry product, we intend to develop a portfolio of premium accessories for electrophysiology physicians. We accounted for the acquisition as a business combination. We made an initial payment of $167.0 million to Vital Signs in December 2012. We also accrued an additional $445,000 at December 31, 2012, reflecting the final payment made to Vital Signs in February 2013 for net working capital received in excess of the target net working capital specified. The results of operations related to this acquisition have been included in our cardiovascular segment since the acquisition date. Our consolidated financial statements for the year ended December 31, 2012 include approximately $1.9 million and $51,000 of net sales and income before tax, respectively, related to the operations of Thomas Medical. The total purchase price was preliminarily allocated as follows (in thousands): | |||||||||||||||
Assets Acquired | |||||||||||||||
Trade receivables | $ | 6,507 | |||||||||||||
Inventories | 5,078 | ||||||||||||||
Prepaid expenses | 340 | ||||||||||||||
Property and equipment | 2,685 | ||||||||||||||
Intangibles | |||||||||||||||
Developed technology | 43,000 | ||||||||||||||
Non-compete agreements | 500 | ||||||||||||||
Customer lists | 5,000 | ||||||||||||||
Trademarks | 1,400 | ||||||||||||||
Goodwill | 102,788 | ||||||||||||||
Total assets acquired | 167,298 | ||||||||||||||
Liabilities Assumed | |||||||||||||||
Trade payables | 588 | ||||||||||||||
Accrued expenses | 1,094 | ||||||||||||||
Total liabilities assumed | 1,682 | ||||||||||||||
Net assets acquired, net of cash acquired of $1,829 | $ | 165,616 | |||||||||||||
During the nine months ended September 30, 2013, the goodwill related to the Thomas Medical acquisition was increased by approximately $381,000 due to an adjustment related to inventory. The preliminary allocation is subject to adjustment as we continue to evaluate new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement amounts recognized as of the acquisition date. | |||||||||||||||
The gross amount of trade receivables we acquired in the Thomas Medical transaction was approximately $6.5 million, of which $34,000 was expected, at the acquisition date, to be uncollectible. With respect to the Thomas Medical assets, we intend to amortize developed technology over eight years, customer lists on an accelerated basis over 12 years, and non-compete agreements over three years. While U.S. trademarks can be renewed indefinitely, we currently estimate that we will generate cash flow from the acquired trademarks for a period of 15 years from the acquisition date. The total weighted-average amortization period for these acquired intangible assets is 8.55 years. | |||||||||||||||
In connection with our Thomas Medical acquisition, we paid approximately $3.7 million in long-term debt issuance costs to Wells Fargo Bank related to our Credit Agreement (see Note 9). These costs consisted primarily of loan origination fees and related legal costs that we intend to amortize over five years, which is the contract term of our Credit Agreement. We also incurred approximately $32,000 and $526,000 of acquisition-related costs during the three and nine months ended September 30, 2013, respectively, and $2.7 million for the year ended December 31, 2012, which are included in selling, general and administrative expenses in the accompanying consolidated statements of operations. | |||||||||||||||
On November 19, 2012, we entered into an Asset Purchase Agreement with Janin Group, Inc. (dba MediGroup) ("MediGroup"), an Illinois corporation, to purchase substantially all of the assets of MediGroup. The primary assets of MediGroup are the patented Flex-Neck® Peritoneal Dialysis Catheters and Y-TEC™ Peritoneal Dialysis Implantation Kits. We accounted for this acquisition as a business combination. We made an initial payment to MediGroup of approximately $4.0 million in November 2012. In addition, we are obligated to make contingent payments of up to $150,000 per year during 2013, 2014 and 2015. Furthermore, we are obligated to make contingent purchase price payments of $150,000 per year in 2016 through 2022 if net sales of Medigroup products increase at least 8% in each subsequent year. If net sales of MediGroup products have not increased by the percentage set forth in any year, our obligation to make these contingent payments shall cease. The acquisition-date fair value of the contingent consideration liability of approximately $403,000 has been included as part of the purchase consideration. Acquisition-related costs during the year ended December 31, 2012, which are included in selling, general, and administrative expenses in the consolidated statements of income included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC on March 1, 2013 (the "2012 Form 10-K"), were not material to our financial position. The results of operations related to this acquisition have been included in our cardiovascular segment since the acquisition date. During the year ended December 31, 2012, our net sales of MediGroup products were approximately $169,000. It is not practical to separately report the earnings related to the MediGroup acquisition, as we cannot split out sales costs related to MediGroup products, principally because our sales representatives are selling multiple products (including MediGroup products) in the cardiovascular business segment. The total purchase price, which includes the contingent consideration liability described above, was preliminarily allocated as follows (in thousands): | |||||||||||||||
Assets Acquired | |||||||||||||||
Inventories | $ | 263 | |||||||||||||
Property and equipment | 79 | ||||||||||||||
Intangibles | |||||||||||||||
Developed technology | 2,000 | ||||||||||||||
Non-compete agreements | 210 | ||||||||||||||
Customer lists | 110 | ||||||||||||||
Trademarks | 80 | ||||||||||||||
Goodwill | 1,697 | ||||||||||||||
Total assets acquired | $ | 4,439 | |||||||||||||
With respect to the MediGroup assets, we intend to amortize developed technology over eight years, customer lists on an accelerated basis over eight years, and non-compete agreements over seven years. While U.S. trademarks can be renewed indefinitely, we currently estimate that we will generate cash flow from the acquired trademarks for a period of 15 years from the acquisition date. The total weighted-average amortization period for these acquired intangible assets is 8.15 years. | |||||||||||||||
On January 31, 2012, we consummated the transactions contemplated by an Asset Purchase Agreement with Ostial Solutions, LLC ("Ostial"), a Michigan limited liability company, to purchase substantially all of the assets of Ostial. The primary asset of Ostial is the patented Ostial PRO Stent Positioning System, which is designed to facilitate precise stent implantation in coronary and renal aorto-ostial lesions. We accounted for this acquisition as a business combination. We made an initial payment of $10.0 million to Ostial in January 2012 and an additional payment of $6.5 million to Ostial in August 2012. In addition, we are obligated to make contingent purchase price payments of up to $13.5 million based on a percentage of future sales of products utilizing the Ostial PRO Stent Positioning System. The acquisition-date fair value of this contingent consideration liability of $4.3 million has been included as part of the purchase consideration and was determined using a discounted cash flow model based upon the expected timing and amount of these future contingent payments. Acquisition-related costs during the year ended December 31, 2012, which are included in selling, general, and administrative expenses in the consolidated statements of income included in our 2012 Form 10-K, were not material to our financial position. The results of operations related to this acquisition have been included in our cardiovascular segment since the acquisition date. During the year ended December 31, 2012, our net sales of products utilizing the Ostial PRO Stent Positioning System were approximately $457,000. It is not practical to separately report the earnings related to the Ostial acquisition, as we cannot split out sales costs related to Ostial products, principally because our sales representatives are selling multiple products (including Ostial products) in the cardiovascular business segment. The total purchase price, which includes the contingent consideration liability described above, was allocated as follows (in thousands): | |||||||||||||||
Assets Acquired | |||||||||||||||
Intangibles | |||||||||||||||
Developed technology | $ | 10,500 | |||||||||||||
Customer lists | 600 | ||||||||||||||
Trademark | 110 | ||||||||||||||
Non-compete agreements | 10 | ||||||||||||||
Goodwill | 9,580 | ||||||||||||||
Total assets acquired | $ | 20,800 | |||||||||||||
With respect to the Ostial assets, we intend to amortize developed technology over 15 years, customer lists on an accelerated basis over eight years, and non-compete agreements over five years. While U.S. trademarks can be renewed indefinitely, we currently estimate that we will generate cash flow from the acquired trademark for a period of 15 years from the acquisition date. The total weighted-average amortization period for these acquired intangible assets is 14.6 years. | |||||||||||||||
The following table summarizes our unaudited consolidated results of operations for the three and nine-month periods ended September 30, 2012, as well as unaudited pro forma consolidated results of operations as though the Thomas Medical and MediGroup acquisitions had occurred on January 1, 2012 (in thousands, except per common share amounts): | |||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, 2012 | September 30, 2012 | ||||||||||||||
As Reported | Pro Forma | As Reported | Pro Forma | ||||||||||||
Net sales | $ | 95,907 | $ | 106,600 | $ | 292,057 | $ | 320,843 | |||||||
Net income | 7,226 | 8,707 | 19,069 | 22,007 | |||||||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 0.17 | $ | 0.21 | $ | 0.45 | $ | 0.52 | |||||||
Diluted | $ | 0.17 | $ | 0.2 | $ | 0.45 | $ | 0.52 | |||||||
The unaudited pro forma information set forth above is for informational purposes only and includes adjustments related to amortization expense related to acquired intangible assets and interest expense on long-term debt. The pro forma information should not be considered indicative of actual results that would have been achieved if Thomas Medical and the MediGroup assets had been acquired at the beginning of 2012 or results that may be obtained in any future period. The pro forma consolidated results of operations do not include the Ostial acquisition, as we do not deem the pro forma effect of that transaction to be material. | |||||||||||||||
On December 15, 2011, we acquired the intellectual property rights to certain support guide catheter technology. We made an initial payment of $2.0 million in December 2011 and a payment of $1.0 million in May 2012 based on a certain obligation set forth in the acquisition agreement having been met. In January 2013, we made a payment of $1.0 million based on a milestone set forth in the acquisition agreement related to the clearance of the support guide catheter with the U.S. Food and Drug Administration under Section 510(k) of the U.S. Food Drug and Cosmetic Act. | |||||||||||||||
The goodwill arising from the acquisitions discussed above consists largely of the synergies and economies of scale we hope to achieve from combining the acquired assets and operations with our historical operations (see Note 12). The goodwill recognized from these acquisitions is expected to be deductible for income tax purposes. |
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
Segment Reporting. We report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of cardiology and radiology medical device products which assist in diagnosing and treating coronary artery disease, peripheral vascular disease and other non-vascular diseases, including our embolotherapeutic products. Our endoscopy segment consists of gastroenterology and pulmonary medical device products which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. We evaluate the performance of our operating segments based on operating income (loss). Financial information relating to our reportable operating segments and reconciliations to the consolidated totals is as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | ||||||||||||||||
Cardiovascular | $ | 110,859 | $ | 92,106 | $ | 316,566 | $ | 280,336 | ||||||||
Endoscopy | 4,351 | 3,801 | 12,467 | 11,721 | ||||||||||||
Total revenues | 115,210 | 95,907 | 329,033 | 292,057 | ||||||||||||
Operating income (loss) | ||||||||||||||||
Cardiovascular | 7,753 | 9,169 | 16,031 | 26,005 | ||||||||||||
Endoscopy | 638 | (87 | ) | 897 | (694 | ) | ||||||||||
Total operating income | $ | 8,391 | $ | 9,082 | $ | 16,928 | $ | 25,311 | ||||||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements. In March 2013, the Financial Accounting Standards Board (“FASB”) issued amendments to address the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a non-profit activity or a business within a foreign entity. The amendments are effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013 (early adoption is permitted). The adoption of this guidance is not expected to have a material effect on our consolidated financial position or results of operations. | |
In February 2013, the FASB issued amendments to disclosure requirements for presentation of comprehensive income. The standard requires presentation (either in a single note or parenthetically on the face of the financial statements) of the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. If a component is not required to be reclassified to net income in its entirety, a cross reference to the related footnote for additional information is required. The amendments are effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this guidance did not have a material effect on our consolidated financial statements for the three and nine-month periods ended September 30, 2013. | |
In July 2012, the FASB issued authoritative guidance related to testing indefinite-lived intangible assets for impairment. This guidance simplifies how entities test indefinite-lived intangible assets for impairment and permits an entity to first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. This guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on our consolidated financial statements for the three and nine-month periods ended September 30, 2013. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes. Our overall effective tax rate for the three months ended September 30, 2013 was 12.9%, compared to 20.0% for the corresponding period of 2012. For the nine months ended September 30, 2013, our effective tax rate was 14.0%, compared to 26.0% for the corresponding period of 2012. The effective income tax rates for the three and nine-month periods ended September 30, 2013, when compared to the corresponding periods of 2012, were lower as a result of a higher mix of earnings from our foreign operations, which are taxed at lower rates than our U.S. operations, and the release of reserves for uncertain tax positions due to statute of limitation expirations. In addition, the effective tax rate for the nine months ended September 30, 2013 was lower than the corresponding prior-year period due to the reinstatement of the federal research and development credit for the 2012 tax year. The credit was reinstated by the American Taxpayer Relief Act of 2012, which was signed on January 2, 2013. We recognized the federal research and development credit as a discrete benefit in the first quarter of 2013, the period in which the reinstatement was enacted. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-Term Debt | ' | |||||||
Long-Term Debt. We entered into an Amended and Restated Credit Agreement, dated as of December 19, 2012 (the “Credit Agreement”), with the lenders who are or may become party thereto (the "Lenders") and Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for the Lenders. Pursuant to the terms of the Credit Agreement, the Lenders agreed to make revolving credit loans up to an aggregate amount of $175 million. The Lenders also made a term loan in the amount of $100 million, repayable in quarterly installments of $2.5 million until the maturity date of December 19, 2017, at which time the term loan and revolving credit loans, together with accrued interest thereon, will be due and payable. In addition, certain mandatory prepayments are required to be made upon the occurrence of certain events described in the Credit Agreement. Wells Fargo agreed to make swingline loans from time to time through the maturity date of December 19, 2017 in amounts equal to the difference between the amounts actually loaned by the Lenders and the aggregate revolving credit commitment. The Credit Agreement is collateralized by substantially all of our assets. As of September 30, 2013, Wells Fargo was the sole Lender under the Credit Agreement. | ||||||||
On December 19, 2017, all principal, interest and other amounts outstanding under the Credit Agreement are payable in full. At any time prior to the maturity date, we may repay any amounts owing under all revolving credit loans, term loans, and all swingline loans in whole or in part, subject to certain minimum thresholds, without premium or penalty, other than breakage costs. | ||||||||
The term loan and any revolving credit loans made under the Credit Agreement bear interest, at our election, at either (i) the base rate (described below) plus 0.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1), (ii) the London Inter-Bank Offered Rate (“LIBOR”) Market Index Rate (as defined in the Credit Agreement) plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1), or (iii) the LIBOR Rate (as defined in the Credit Agreement) plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1). Currently, the term loan and revolving credit loans under the Credit Agreement bear interest, at our election, at either (x) the base rate plus 1.25%, (y) the LIBOR Market Index Rate, plus 2.25%, or (z) the LIBOR Rate plus 2.25%. Swingline loans bear interest at the LIBOR Market Index Rate plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1). Currently, swingline loans bear interest at the LIBOR Market Index Rate plus 2.25%. Interest on each loan featuring the base rate or the LIBOR Market Index Rate is due and payable on the last business day of each calendar month; interest on each loan featuring the LIBOR Rate is due and payable on the last day of each interest period selected by us when selecting the LIBOR Rate as the benchmark for interest calculation. For purposes of the Credit Agreement, the base rate means the highest of (i) the prime rate (as announced by Wells Fargo), (ii) the federal funds rate plus 0.50%, and (iii) LIBOR for an interest period of one month plus 1.00%. Our obligations under the Credit Agreement and all loans made thereunder are fully secured by a security interest in our assets pursuant to a separate collateral agreement entered into in conjunction with the Credit Agreement. | ||||||||
The Credit Agreement contains customary covenants, representations and warranties and other terms customary for revolving credit loans of this nature. In this regard, the Credit Agreement requires us to not, among other things, (a) permit the Consolidated Total Leverage Ratio (as defined in the Credit Agreement) to be greater than 3.5 to 1 as of any fiscal quarter ending during 2013, greater than 3.35 to 1 as of any fiscal quarter ending during 2014, greater than 3 to 1 as of any fiscal quarter ending during 2015, greater than 2.75 to 1 as of any fiscal quarter ending during 2016, and greater than 2.5 to 1 as of any fiscal quarter ending thereafter; (b) for any period of four consecutive fiscal quarters, permit the ratio of Consolidated EBITDA (as defined in the Credit Agreement and subject to certain adjustments) to Consolidated Fixed Charges (as defined in the Credit Agreement) to be less than 1.75 to 1; (c) subject to certain adjustments, permit Consolidated Net Income (as defined in the Credit Agreement) for certain periods to be less than $0; or (d) subject to certain conditions and adjustments, permit the aggregate amount of all Facility Capital Expenditures (as defined in the Credit Agreement) in any fiscal year beginning in 2013 to exceed $30 million. Additionally, the Credit Agreement contains various negative covenants with which we must comply, including, but not limited to, limitations respecting: the incurrence of indebtedness, the creation of liens or pledges on our assets, mergers or similar combinations or liquidations, asset dispositions, the repurchase or redemption of equity interests and debt, the issuance of equity, the payment of dividends and certain distributions, the entrance into related party transactions and other provisions customary in similar types of agreements. | ||||||||
We had originally entered into an unsecured credit agreement, dated September 30, 2010, with certain lenders who were or became party thereto and Wells Fargo, as administrative agent for the lenders. Pursuant to the terms of that credit agreement, the lenders agreed to make revolving credit loans up to an aggregate amount of $125 million. Wells Fargo also agreed to make swingline loans from time to time through the maturity date of September 10, 2015 in amounts equal to the difference between the amount actually loaned by the lenders and the aggregate credit agreement. The unsecured credit agreement was amended and restated as of December 19, 2012, as the Credit Agreement. | ||||||||
In summary, principal balances under our long-term debt as of September 30, 2013 and December 31, 2012, consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Term loan | $ | 95,000 | $ | 100,000 | ||||
Revolving credit loans | 156,157 | 137,566 | ||||||
Total long-term debt | 251,157 | 237,566 | ||||||
Less current portion | 10,000 | 10,000 | ||||||
Long-term portion | $ | 241,157 | $ | 227,566 | ||||
Future minimum principal payments on our long-term debt as of September 30, 2013, were as follows (in thousands): | ||||||||
Years Ending | Future Minimum | |||||||
December 31 | Principal Payments | |||||||
Remaining 2013 | $ | 2,500 | ||||||
2014 | 10,000 | |||||||
2015 | 10,000 | |||||||
2016 | 10,000 | |||||||
2017 | 218,657 | |||||||
Total future minimum principal payments | $ | 251,157 | ||||||
As of September 30, 2013, we had available borrowings under the Credit Agreement of approximately $18.8 million. Our interest rate under the Credit Agreement as of September 30, 2013 was a fixed rate of 3.23% on approximately $146.3 million as a result of an interest rate swap, a variable floating rate of 2.44% on approximately $104.7 million and a variable floating rate of 2.50% on approximately $157,000. Our interest rate as of December 31, 2012 was a fixed rate of 2.98% on $150.0 million, a fixed rate of 2.22% on $87.0 million and a variable floating rate of 2.31% on approximately $566,000. | ||||||||
On October 4, 2013, we entered into a First Amendment to the Credit Agreement, which substantially modified certain terms and conditions of the Credit Agreement. Those modifications are discussed below in Note 14. |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2013 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivatives | ' |
Derivatives. | |
Interest Rate Swap. On December 19, 2012, we entered into a $150.0 million pay-fixed, receive-variable interest rate swap with Wells Fargo to fix the one-month LIBOR rate at 0.98%. The variable portion of the interest rate swap is tied to the one-month LIBOR rate (the benchmark interest rate for the Credit Agreement). The interest rates under both the interest rate swap and the underlying debt are reset, the swap is settled with the counterparty, and interest is paid, on a monthly basis. The interest rate swap is scheduled to expire on December 19, 2017. As of September 30, 2013, this interest rate swap qualified as a cash flow hedge. During the three and nine-month periods ended September 30, 2013, the amount reclassified from accumulated other comprehensive income to earnings due to hedge effectiveness was not material. The fair value of our cash flow hedge at September 30, 2013 was an asset of approximately $745,000, which was offset by approximately $290,000 of deferred tax liability. | |
Foreign Currency Forward Contracts. On August 31, 2013, we forecasted a net exposure for September 30, 2013 (representing the difference between Euro and GBP-denominated receivables and Euro-denominated payables) of approximately 411,000 Euros and 408,000 GBPs. In order to partially offset such risks at August 31, 2013, we entered into a 30-day forward contract for the Euro and GBP with notional amounts of approximately 411,000 Euros and 408,000 GBPs. We enter into similar transactions at various times to partially offset exchange rate risks we bear. These contracts are marked to market at each month-end. The effect on our consolidated statements of income for the three and nine-month periods ended September 30, 2013 and 2012 of all forward contracts, and the fair value of our open positions as of September 30, 2013, were not material to our financial position. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements. Our financial assets (liabilities) carried at fair value measured on a recurring basis as of September 30, 2013 and December 31, 2012, consisted of the following (in thousands): | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Total Fair | Quoted prices in | Significant other | Significant | ||||||||||||||
Value at | active markets | observable inputs | Unobservable inputs | ||||||||||||||
Description | September 30, 2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | 745 | $ | — | $ | 745 | $ | — | |||||||||
Fair Value Measurements Using | |||||||||||||||||
Total Fair | Quoted prices in | Significant other | Significant | ||||||||||||||
Value at | active markets | observable inputs | Unobservable inputs | ||||||||||||||
Description | December 31, 2012 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | (1,788 | ) | $ | — | $ | (1,788 | ) | $ | — | |||||||
(1) The fair value of the interest rate swap is determined based on forward yield curves. | |||||||||||||||||
Certain of our business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue milestones. See Note 5 for further information regarding these acquisitions. We re-measure the contingent consideration liability at the estimated fair value at each reporting period with the change in fair value recognized in the accompanying consolidated statements of income. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent liability during the three and nine-month periods ended September 30, 2013, were as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Beginning balance | $ | 6,692 | $ | 6,697 | |||||||||||||
Fair value adjustments recorded to income during the period | (4,108 | ) | (4,075 | ) | |||||||||||||
Contingent payments made | (22 | ) | (60 | ) | |||||||||||||
Ending balance | $ | 2,562 | $ | 2,562 | |||||||||||||
The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs (amount in thousands): | |||||||||||||||||
Contingent consideration liability | Fair value at September 30, 2013 | Valuation technique | Unobservable inputs | Range | |||||||||||||
Revenue-based payments | $ | 2,266 | Discounted Cash Flow | Discount rate | 11.0% - 15.0% | ||||||||||||
Probability of milestone payment | 90% | ||||||||||||||||
Projected year of payments | 2013-2028 | ||||||||||||||||
Other payments | 296 | Discounted cash flow | Discount rate | 5.40% | |||||||||||||
Probability of milestone payment | 100% | ||||||||||||||||
Projected year of payments | 2013-2015 | ||||||||||||||||
We re-measure the contingent consideration liability to fair value each reporting period using projected revenues, discount rates, probabilities of payment, and projected payment dates. Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. Projected revenues are based on our most recent internal operational budgets and long-range strategic plans. Increases (decreases) in discount rates and the time to payment may result in lower (higher) fair value measurements. A decrease in the probability of any milestone payment may result in lower fair value measurements. An increase (decrease) in either the discount rate or the time to payment, in isolation, may result in a significantly lower (higher) fair value measurement. | |||||||||||||||||
Our determination of the fair value of the contingent consideration liability could change in future periods based upon our ongoing evaluation of these significant unobservable inputs. We intend to record any such change in fair value in our consolidated statements of income. As of September 30, 2013, approximately $2.3 million was reflected in other long-term obligations and $214,000 was reflected in accrued expenses in our consolidated balance sheets. As of December 31, 2012, approximately $5.9 million was reflected in other long-term obligations and $723,000 was reflected in accrued expenses in our consolidated balance sheets. The cash paid to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) has been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. See Note 12 for further information regarding the $3.8 million of fair value reductions to the contingent consideration liability we incurred in connection with our acquisition of the Ostial assets and the associated intangible asset impairment charge. | |||||||||||||||||
During both the three and nine-month periods ended September 30, 2013, we had losses of approximately $8.1 million and $8.2 million, respectively, compared to $17,000 and $27,000 for the corresponding three and nine-month periods ended September 30, 2012, related to the measurement of non-financial assets at fair value on a non-recurring basis subsequent to their initial recognition. | |||||||||||||||||
Of the loss amount noted in the preceding paragraph for the three and nine-month periods ended September 30, 2013, approximately $8.1 million related to the impairment of our intangible assets related to our Ostial acquisition (see Note 12). The non-recurring fair values of the Ostial intangible assets as of September 30, 2013 were approximately $1.5 million for developed technology and $160,000 for other intangible assets. Determining the fair value is judgmental in nature and requires the use of significant estimates and assumptions, considered to be level 3 inputs. These values were determined using a discounted cash flow valuation technique. We did not have other intangible assets measured at fair value on a non-recurring basis as of September 30, 2013. | |||||||||||||||||
The carrying amount of cash and cash equivalents, trade receivables, and trade payables approximates fair value because of the immediate, short-term maturity of these financial instruments. The carrying amount of long-term debt approximates fair value, as determined by borrowing rates estimated to be available to us for debt with similar terms and conditions. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents (Level 1). |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill and Intangible Assets | ' | |||||||||||
Goodwill and Intangible Assets. The carrying amount of goodwill increased approximately $381,000 for the nine months ended September 30, 2013 due to an adjustment related to a previous acquisition (see Note 5). | ||||||||||||
Other intangible assets at September 30, 2013 and December 31, 2012, consisted of the following (in thousands): | ||||||||||||
September 30, 2013 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 8,906 | $ | (2,298 | ) | $ | 6,608 | |||||
Distribution agreements | 5,176 | (1,660 | ) | 3,516 | ||||||||
License agreements | 2,733 | (1,156 | ) | 1,577 | ||||||||
Trademarks | 7,255 | (1,719 | ) | 5,536 | ||||||||
Covenants not to compete | 1,029 | (339 | ) | 690 | ||||||||
Customer lists | 20,204 | (10,213 | ) | 9,991 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 45,570 | $ | (17,652 | ) | $ | 27,918 | |||||
December 31, 2012 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 7,843 | $ | (2,045 | ) | $ | 5,798 | |||||
Distribution agreements | 5,176 | (1,301 | ) | 3,875 | ||||||||
License agreements | 2,733 | (861 | ) | 1,872 | ||||||||
Trademarks | 7,311 | (1,362 | ) | 5,949 | ||||||||
Covenants not to compete | 1,035 | (160 | ) | 875 | ||||||||
Customer lists | 20,468 | (8,038 | ) | 12,430 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 44,833 | $ | (14,034 | ) | $ | 30,799 | |||||
Aggregate amortization expense was approximately $3.4 million and $10.4 million for the three and nine-month periods ended September 30, 2013, respectively, and approximately $1.9 million and $5.7 million for the three and nine-month periods ended September 30, 2012, respectively. | ||||||||||||
Estimated amortization expense for intangible assets for the next five years consisted of the following as of September 30, 2013 (in thousands): | ||||||||||||
Year Ending December 31 | ||||||||||||
Remaining 2013 | $ | 3,363 | ||||||||||
2014 | 12,684 | |||||||||||
2015 | 12,140 | |||||||||||
2016 | 11,515 | |||||||||||
2017 | 11,150 | |||||||||||
We evaluate long-lived assets, including amortizing intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We perform the impairment analysis at the asset group for which the lowest level of identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We compared the carrying value of the amortizing intangible assets acquired in our Ostial acquisition in January 2012 (see Note 5) to the undiscounted cash flows expected to result from the asset group and determined that the carrying amount was not recoverable. We then determined the fair value of the amortizing assets related to the Ostial acquisition based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. Some of the factors that influenced our estimated cash flows were slower than anticipated sales growth in the products acquired from our Ostial acquisition and uncertainty about future sales growth. The excess of the carrying value compared to the fair value was recognized as an intangible asset impairment charge. During the three months ended September 30, 2013, we recorded an impairment charge of approximately $8.1 million, which was offset by approximately $3.8 million of fair value reductions to the contingent consideration liability. |
Commitment_and_Contingencies
Commitment and Contingencies | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitment and Contingencies | ' |
Commitments and Contingencies. | |
Litigation. In the ordinary course of business, we are involved in various claims and litigation matters. These claims and litigation matters may include actions involving product liability, intellectual property, contractual disputes and employment matters. We do not believe that any such actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs for these matters, such as outside counsel fees and expenses, are charged to expense in the period incurred. |
Subsequent_Event_Notes
Subsequent Event (Notes) | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Event | ' |
Subsequent Event. On October 4, 2013, we entered into a First Amendment to the Amended and Restated Credit Agreement, dated as of October 4, 2013 (the “Amendment”), by and among Merit, certain subsidiaries of Merit, the Lenders and Wells Fargo as administrative agent for the Lenders. The Amendment sets forth the terms and conditions upon which Merit, Wells Fargo and the other parties to the Amendment have agreed to amend the Credit Agreement. Among other provisions, the Amendment provides for an increase in our borrowing capacity under the Credit Agreement by $40.0 million, adjusts the maximum Consolidated Total Leverage Ratio (as defined in the Credit Agreement) to be no greater than 4.75 to 1 as of any fiscal quarter ending during 2013, no greater than 4.00 to 1 at March 31, 2014, no greater than 3.75 to 1 at June 30, 2014, no greater than 3.50 to 1 at September 30, 2014, and no greater than 3.25 to 1 at December 31, 2014. The maximum ratio thereafter is unchanged. The Amendment also includes an expanded applicable margin table with pricing levels for the higher allowable maximum Consolidated Total Leverage Ratio. | |
On October 4, 2013, we acquired certain assets contemplated by an Asset Purchase Agreement we executed with Datascope Corporation, a Delaware corporation. The primary assets we acquired consist of the SAFEGUARD® Pressure Assisted Device, which assists in obtaining and maintaining hemostasis after a femoral procedure, and the AIR-BAND™ Radial Compression Device, which is indicated to assist hemostasis of the radial artery puncture site while maintaining visibility. The purchase price was approximately $27.5 million. The initial accounting for this acquisition has not yet been completed. | |
On October 4, 2013, we acquired certain assets contemplated by an Asset Purchase Agreement with Radial Assist, LLC, a Georgia limited liability company. The primary assets we acquired consist of the RAD BOARD®, RAD BOARD®XTRA™, RAD TRAC™, and RAD REST® devices. The RAD BOARD is designed to provide a larger work space for physicians and an area for patients to rest their arms during radial procedures. The RAD BOARD XTRA is designed to work in conjunction with the RAD BOARD by extending the usable work space and allowing for a 90-degree perpendicular extension of the arm for physicians who prefer doing procedures at a 90-degree angle. The RAD TRAC is also designed to be used with the RAD BOARD and facilitates placement and removal of the RAD BOARD with the patient still on the table. The RAD REST is a disposable, single-use product designed to stabilize the arm by ergonomically supporting the elbow, forearm and wrist during radial procedures. The purchase price was approximately $2.5 million. The initial accounting for this acquisition has not yet been completed. |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current | ' | |||||||
Inventories at September 30, 2013 and December 31, 2012, consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Finished goods | $ | 37,196 | $ | 48,233 | ||||
Work-in-process | 9,782 | 6,051 | ||||||
Raw materials | 34,079 | 30,315 | ||||||
Total | $ | 81,057 | $ | 84,599 | ||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | ' | |||||||||||||||
Stock-based compensation expense before income taxes for the three and nine-month periods ended September 30, 2013 and 2012 consisted of the following (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Cost of goods sold | $ | 18 | $ | 49 | $ | 98 | $ | 190 | ||||||||
Research and development | 20 | 26 | 69 | 93 | ||||||||||||
Selling, general, and administrative | 251 | 354 | 905 | 1,171 | ||||||||||||
Stock-based compensation expense before income taxes | $ | 289 | $ | 429 | $ | 1,072 | $ | 1,454 | ||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | |||||||||||||||
During the three and nine-month periods ended September 30, 2013, we granted awards representing 172,500 and 347,500 shares, respectively, of our common stock. During the three and nine-month periods ended September 30, 2012, we granted awards representing 7,500 and 127,500 shares of common stock, respectively. We use the Black-Scholes methodology to value stock-based compensation expense for options. In applying the Black-Scholes methodology to our outstanding option grants, we used the following assumptions: | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 30, | ||||||||||||||||
2013 | 2012 | |||||||||||||||
Risk-free interest rate | 0.65% - 1.16% | 0.54% - 0.95% | ||||||||||||||
Expected option life | 4.2 - 6.0 years | 4.2 - 6.0 years | ||||||||||||||
Expected dividend yield | — | — | ||||||||||||||
Expected price volatility | 34.08% - 41.67% | 42.01% - 44.56% |
Earnings_Per_Common_Share_EPS_
Earnings Per Common Share (EPS) (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 2013 | ||||||||||||||||||||||
Earnings Per Share, Basic and Diluted [Abstract] | ' | |||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | ' | |||||||||||||||||||||
The computation of weighted-average shares outstanding and the basic and diluted earnings per common share for the following periods consisted of the following (in thousands, except per share amounts): | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Net | Shares | Per Share | Net | Shares | Per Share | |||||||||||||||||
Income | Amount | Income | Amount | |||||||||||||||||||
Period ended September 30, 2013 | ||||||||||||||||||||||
Basic EPS | $ | 5,607 | 42,596 | $ | 0.13 | $ | 10,030 | 42,560 | $ | 0.24 | ||||||||||||
Effect of dilutive stock options and warrants | 276 | 233 | ||||||||||||||||||||
Diluted EPS | $ | 5,607 | 42,872 | $ | 0.13 | $ | 10,030 | 42,793 | $ | 0.23 | ||||||||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,857 | 2,125 | ||||||||||||||||||||
Period ended September 30, 2012 | ||||||||||||||||||||||
Basic EPS | $ | 7,226 | 42,202 | $ | 0.17 | $ | 19,069 | 42,087 | $ | 0.45 | ||||||||||||
Effect of dilutive stock options and warrants | 490 | 449 | ||||||||||||||||||||
Diluted EPS | $ | 7,226 | 42,692 | $ | 0.17 | $ | 19,069 | 42,536 | $ | 0.45 | ||||||||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,542 | 1,608 | ||||||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | |||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||
Business Acquisition, Pro Forma Information | ' | ||||||||||||||
The following table summarizes our unaudited consolidated results of operations for the three and nine-month periods ended September 30, 2012, as well as unaudited pro forma consolidated results of operations as though the Thomas Medical and MediGroup acquisitions had occurred on January 1, 2012 (in thousands, except per common share amounts): | |||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||
September 30, 2012 | September 30, 2012 | ||||||||||||||
As Reported | Pro Forma | As Reported | Pro Forma | ||||||||||||
Net sales | $ | 95,907 | $ | 106,600 | $ | 292,057 | $ | 320,843 | |||||||
Net income | 7,226 | 8,707 | 19,069 | 22,007 | |||||||||||
Earnings per common share: | |||||||||||||||
Basic | $ | 0.17 | $ | 0.21 | $ | 0.45 | $ | 0.52 | |||||||
Diluted | $ | 0.17 | $ | 0.2 | $ | 0.45 | $ | 0.52 | |||||||
Thomas Medical Products, Inc [Member] | ' | ||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||
The total purchase price was preliminarily allocated as follows (in thousands): | |||||||||||||||
Assets Acquired | |||||||||||||||
Trade receivables | $ | 6,507 | |||||||||||||
Inventories | 5,078 | ||||||||||||||
Prepaid expenses | 340 | ||||||||||||||
Property and equipment | 2,685 | ||||||||||||||
Intangibles | |||||||||||||||
Developed technology | 43,000 | ||||||||||||||
Non-compete agreements | 500 | ||||||||||||||
Customer lists | 5,000 | ||||||||||||||
Trademarks | 1,400 | ||||||||||||||
Goodwill | 102,788 | ||||||||||||||
Total assets acquired | 167,298 | ||||||||||||||
Liabilities Assumed | |||||||||||||||
Trade payables | 588 | ||||||||||||||
Accrued expenses | 1,094 | ||||||||||||||
Total liabilities assumed | 1,682 | ||||||||||||||
Net assets acquired, net of cash acquired of $1,829 | $ | 165,616 | |||||||||||||
MediGroup [Member] | ' | ||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||
The total purchase price, which includes the contingent consideration liability described above, was preliminarily allocated as follows (in thousands): | |||||||||||||||
Assets Acquired | |||||||||||||||
Inventories | $ | 263 | |||||||||||||
Property and equipment | 79 | ||||||||||||||
Intangibles | |||||||||||||||
Developed technology | 2,000 | ||||||||||||||
Non-compete agreements | 210 | ||||||||||||||
Customer lists | 110 | ||||||||||||||
Trademarks | 80 | ||||||||||||||
Goodwill | 1,697 | ||||||||||||||
Total assets acquired | $ | 4,439 | |||||||||||||
Ostial Solutions, LLC [Member] | ' | ||||||||||||||
Business Acquisition [Line Items] | ' | ||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | ||||||||||||||
The total purchase price, which includes the contingent consideration liability described above, was allocated as follows (in thousands): | |||||||||||||||
Assets Acquired | |||||||||||||||
Intangibles | |||||||||||||||
Developed technology | $ | 10,500 | |||||||||||||
Customer lists | 600 | ||||||||||||||
Trademark | 110 | ||||||||||||||
Non-compete agreements | 10 | ||||||||||||||
Goodwill | 9,580 | ||||||||||||||
Total assets acquired | $ | 20,800 | |||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Segment Reporting Information, by Segment | ' | |||||||||||||||
Financial information relating to our reportable operating segments and reconciliations to the consolidated totals is as follows (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
Revenues | ||||||||||||||||
Cardiovascular | $ | 110,859 | $ | 92,106 | $ | 316,566 | $ | 280,336 | ||||||||
Endoscopy | 4,351 | 3,801 | 12,467 | 11,721 | ||||||||||||
Total revenues | 115,210 | 95,907 | 329,033 | 292,057 | ||||||||||||
Operating income (loss) | ||||||||||||||||
Cardiovascular | 7,753 | 9,169 | 16,031 | 26,005 | ||||||||||||
Endoscopy | 638 | (87 | ) | 897 | (694 | ) | ||||||||||
Total operating income | $ | 8,391 | $ | 9,082 | $ | 16,928 | $ | 25,311 | ||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments | ' | |||||||
In summary, principal balances under our long-term debt as of September 30, 2013 and December 31, 2012, consisted of the following (in thousands): | ||||||||
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
Term loan | $ | 95,000 | $ | 100,000 | ||||
Revolving credit loans | 156,157 | 137,566 | ||||||
Total long-term debt | 251,157 | 237,566 | ||||||
Less current portion | 10,000 | 10,000 | ||||||
Long-term portion | $ | 241,157 | $ | 227,566 | ||||
Schedule of Maturities of Long-term Debt | ' | |||||||
Future minimum principal payments on our long-term debt as of September 30, 2013, were as follows (in thousands): | ||||||||
Years Ending | Future Minimum | |||||||
December 31 | Principal Payments | |||||||
Remaining 2013 | $ | 2,500 | ||||||
2014 | 10,000 | |||||||
2015 | 10,000 | |||||||
2016 | 10,000 | |||||||
2017 | 218,657 | |||||||
Total future minimum principal payments | $ | 251,157 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
Our financial assets (liabilities) carried at fair value measured on a recurring basis as of September 30, 2013 and December 31, 2012, consisted of the following (in thousands): | |||||||||||||||||
Fair Value Measurements Using | |||||||||||||||||
Total Fair | Quoted prices in | Significant other | Significant | ||||||||||||||
Value at | active markets | observable inputs | Unobservable inputs | ||||||||||||||
Description | September 30, 2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | 745 | $ | — | $ | 745 | $ | — | |||||||||
Fair Value Measurements Using | |||||||||||||||||
Total Fair | Quoted prices in | Significant other | Significant | ||||||||||||||
Value at | active markets | observable inputs | Unobservable inputs | ||||||||||||||
Description | December 31, 2012 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | (1,788 | ) | $ | — | $ | (1,788 | ) | $ | — | |||||||
(1) The fair value of the interest rate swap is determined based on forward yield curves. | |||||||||||||||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | ' | ||||||||||||||||
Changes in the fair value of our contingent liability during the three and nine-month periods ended September 30, 2013, were as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Beginning balance | $ | 6,692 | $ | 6,697 | |||||||||||||
Fair value adjustments recorded to income during the period | (4,108 | ) | (4,075 | ) | |||||||||||||
Contingent payments made | (22 | ) | (60 | ) | |||||||||||||
Ending balance | $ | 2,562 | $ | 2,562 | |||||||||||||
Fair Value Inputs, Liabilities, Quantitative Information | ' | ||||||||||||||||
The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs (amount in thousands): | |||||||||||||||||
Contingent consideration liability | Fair value at September 30, 2013 | Valuation technique | Unobservable inputs | Range | |||||||||||||
Revenue-based payments | $ | 2,266 | Discounted Cash Flow | Discount rate | 11.0% - 15.0% | ||||||||||||
Probability of milestone payment | 90% | ||||||||||||||||
Projected year of payments | 2013-2028 | ||||||||||||||||
Other payments | 296 | Discounted cash flow | Discount rate | 5.40% | |||||||||||||
Probability of milestone payment | 100% | ||||||||||||||||
Projected year of payments | 2013-2015 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2013 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Schedule of Finite-Lived Intangible Assets by Major Class | ' | |||||||||||
Other intangible assets at September 30, 2013 and December 31, 2012, consisted of the following (in thousands): | ||||||||||||
September 30, 2013 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 8,906 | $ | (2,298 | ) | $ | 6,608 | |||||
Distribution agreements | 5,176 | (1,660 | ) | 3,516 | ||||||||
License agreements | 2,733 | (1,156 | ) | 1,577 | ||||||||
Trademarks | 7,255 | (1,719 | ) | 5,536 | ||||||||
Covenants not to compete | 1,029 | (339 | ) | 690 | ||||||||
Customer lists | 20,204 | (10,213 | ) | 9,991 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 45,570 | $ | (17,652 | ) | $ | 27,918 | |||||
December 31, 2012 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 7,843 | $ | (2,045 | ) | $ | 5,798 | |||||
Distribution agreements | 5,176 | (1,301 | ) | 3,875 | ||||||||
License agreements | 2,733 | (861 | ) | 1,872 | ||||||||
Trademarks | 7,311 | (1,362 | ) | 5,949 | ||||||||
Covenants not to compete | 1,035 | (160 | ) | 875 | ||||||||
Customer lists | 20,468 | (8,038 | ) | 12,430 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 44,833 | $ | (14,034 | ) | $ | 30,799 | |||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | ' | |||||||||||
Estimated amortization expense for intangible assets for the next five years consisted of the following as of September 30, 2013 (in thousands): | ||||||||||||
Year Ending December 31 | ||||||||||||
Remaining 2013 | $ | 3,363 | ||||||||||
2014 | 12,684 | |||||||||||
2015 | 12,140 | |||||||||||
2016 | 11,515 | |||||||||||
2017 | 11,150 | |||||||||||
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Finished goods | $37,196 | $48,233 |
Work-in-process | 9,782 | 6,051 |
Raw materials | 34,079 | 30,315 |
Total | $81,057 | $84,599 |
Stockbased_Compensation_Detail
Stock-based Compensation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense before income taxes | $289,000 | $429,000 | $1,072,000 | $1,454,000 |
Total remaining unrecognized compensation cost related to non-vested stock options | 4,700,000 | ' | 4,700,000 | ' |
Total remaining unrecognized compensation cost related to non-vested stock options, recogniztion period | ' | ' | '3 years 6 months 10 days | ' |
Stock awards granted | 172,500 | 7,500 | 347,500 | 127,500 |
Expected dividend yield | ' | ' | 0.00% | 0.00% |
Cost of Sales [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense before income taxes | 18,000 | 49,000 | 98,000 | 190,000 |
Research and Development Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense before income taxes | 20,000 | 26,000 | 69,000 | 93,000 |
Selling General And Administrative Stock Based Compensation Expense [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense before income taxes | $251,000 | $354,000 | $905,000 | $1,171,000 |
Minimum [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | 0.65% | 0.54% |
Expected option life | ' | ' | '4 years 2 months 12 days | '4 years 2 months 12 days |
Expected price volatility | ' | ' | 34.08% | 42.10% |
Maximum [Member] | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Risk-free interest rate | ' | ' | 1.16% | 0.95% |
Expected option life | ' | ' | '6 years | '6 years |
Expected price volatility | ' | ' | 41.67% | 44.56% |
Earnings_Per_Common_Share_EPS_1
Earnings Per Common Share (EPS) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' |
Net Income (Loss) Available to Common Stockholders, Basic | $5,607 | $7,226 | $10,030 | $19,069 |
Shares, Basic EPS | 42,596 | 42,202 | 42,560 | 42,087 |
Per Share Amount, Basic EPS | $0.13 | $0.17 | $0.24 | $0.45 |
Shares, Effect of dilutive stock options and warrants | 276 | 490 | 233 | 449 |
Net Income, Diluted EPS | $5,607 | $7,226 | $10,030 | $19,069 |
Shares, Diluted EPS | 42,872 | 42,692 | 42,793 | 42,536 |
Per Share Amount, Diluted EPS | $0.13 | $0.17 | $0.23 | $0.45 |
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,857 | 1,542 | 2,125 | 1,608 |
Acquisitions_Narrative_Details
Acquisitions (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 19, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Nov. 19, 2012 | Dec. 31, 2012 | Jan. 31, 2012 | Aug. 31, 2012 | Jan. 31, 2012 | Dec. 31, 2012 | Dec. 19, 2012 | Nov. 19, 2012 | Jan. 31, 2012 | Dec. 19, 2012 | Nov. 19, 2012 | Jan. 31, 2012 | Dec. 19, 2012 | Nov. 19, 2012 | Jan. 31, 2012 | Dec. 19, 2012 | Nov. 19, 2012 | Jan. 31, 2012 | Dec. 19, 2012 | Jan. 31, 2013 | 31-May-12 | Dec. 31, 2011 | |
Thomas Medical Products, Inc [Member] | Thomas Medical Products, Inc [Member] | Thomas Medical Products, Inc [Member] | Thomas Medical Products, Inc [Member] | MediGroup [Member] | MediGroup [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Customer Lists [Member] | Customer Lists [Member] | Customer Lists [Member] | Noncompete Agreements [Member] | Noncompete Agreements [Member] | Noncompete Agreements [Member] | Trademarks [Member] | Trademarks [Member] | Trademarks [Member] | Credit Agreement [Member] | Intellectual Property Rights [Member] | Intellectual Property Rights [Member] | Intellectual Property Rights [Member] | |||||
Thomas Medical Products, Inc [Member] | MediGroup [Member] | Ostial Solutions, LLC [Member] | Thomas Medical Products, Inc [Member] | MediGroup [Member] | Ostial Solutions, LLC [Member] | Thomas Medical Products, Inc [Member] | MediGroup [Member] | Ostial Solutions, LLC [Member] | Thomas Medical Products, Inc [Member] | MediGroup [Member] | Ostial Solutions, LLC [Member] | |||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, Allocation Adjustment | ' | ' | ' | ' | ' | ' | $381,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire businesses | ' | ' | ' | ' | 167,000,000 | ' | ' | ' | 4,000,000 | ' | ' | 6,500,000 | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business combination, liabilities incurred | ' | ' | ' | ' | 445,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pro forma information, revenue | ' | ' | ' | ' | ' | ' | ' | 1,900,000 | ' | 169,000 | ' | ' | ' | 457,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pro forma information, income before tax | ' | ' | ' | ' | ' | ' | ' | 51,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired receivables, gross contractual amount | ' | ' | ' | ' | 6,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired receivables, estimated uncollectible | ' | ' | ' | ' | 34,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '8 years | '8 years | '15 years | '12 years | '8 years | '8 years | '3 years | '7 years | '5 years | '15 years | '15 years | '15 years | ' | ' | ' | ' |
Weighted-average amortization period | ' | ' | ' | ' | '8 years 6 months 18 days | ' | ' | ' | '8 years 1 month 24 days | ' | '14 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments of long-term debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,700,000 | ' | ' | ' |
Acquisition-related costs | ' | ' | ' | ' | ' | 32,000 | 526,000 | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, payment in 2013 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, payment in 2014 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, payment in 2015 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment in 2016 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment in 2017 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment in 2018 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment in 2019 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment in 2020 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment in 2021 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment in 2022 | ' | ' | ' | ' | ' | ' | ' | ' | 150,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment, annual increase in net sales, minimum percent | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, liability | ' | ' | ' | ' | ' | ' | ' | ' | 403,000 | ' | 4,300,000 | ' | 4,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration, potential payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired in-process research and development | $0 | $275,000 | $0 | $2,450,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000 | $1,000,000 | $2,000,000 |
Acquisitions_Net_Assets_Acquir
Acquisitions (Net Assets Acquired) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Jan. 31, 2012 | Nov. 19, 2012 | Dec. 19, 2012 | Jan. 31, 2012 | Nov. 19, 2012 | Dec. 19, 2012 | Jan. 31, 2012 | Nov. 19, 2012 | Dec. 19, 2012 | Jan. 31, 2012 | Nov. 19, 2012 | Dec. 19, 2012 | Jan. 31, 2012 | Nov. 19, 2012 | Dec. 19, 2012 |
In Thousands, unless otherwise specified | Ostial Solutions, LLC [Member] | MediGroup [Member] | Thomas Medical Products, Inc [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Developed Technology Rights [Member] | Noncompete Agreements [Member] | Noncompete Agreements [Member] | Noncompete Agreements [Member] | Customer Lists [Member] | Customer Lists [Member] | Customer Lists [Member] | Trademarks [Member] | Trademarks [Member] | Trademarks [Member] | ||
Ostial Solutions, LLC [Member] | MediGroup [Member] | Thomas Medical Products, Inc [Member] | Ostial Solutions, LLC [Member] | MediGroup [Member] | Thomas Medical Products, Inc [Member] | Ostial Solutions, LLC [Member] | MediGroup [Member] | Thomas Medical Products, Inc [Member] | Ostial Solutions, LLC [Member] | MediGroup [Member] | Thomas Medical Products, Inc [Member] | ||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trade receivables | ' | ' | ' | ' | $6,507 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories | ' | ' | ' | 263 | 5,078 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prepaid expenses | ' | ' | ' | ' | 340 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment | ' | ' | ' | 79 | 2,685 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangibles | ' | ' | ' | ' | ' | 10,500 | 2,000 | 43,000 | 10 | 210 | 500 | 600 | 110 | 5,000 | 110 | 80 | 1,400 |
Goodwill | 175,489 | 175,108 | 9,580 | 1,697 | 102,788 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total assets acquired | ' | ' | 20,800 | 4,439 | 167,298 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Trade payables | ' | ' | ' | ' | 588 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued expenses | ' | ' | ' | ' | 1,094 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total liabilities assumed | ' | ' | ' | ' | 1,682 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired, net of cash acquired | ' | ' | ' | ' | 165,616 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired, cash acquired | ' | ' | ' | ' | $1,829 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisitions_Pro_Forma_Details
Acquisitions (Pro Forma) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Net sales | $115,210 | $95,907 | $329,033 | $292,057 |
Net sales, Pro Forma | ' | 106,600 | ' | 320,843 |
Net income | 5,607 | 7,226 | 10,030 | 19,069 |
Net Income, Pro Forma | ' | $8,707 | ' | $22,007 |
Basic (in dollars per share) | $0.13 | $0.17 | $0.24 | $0.45 |
Basic, Pro Forma (in dollars per share) | ' | $0.21 | ' | $0.52 |
Diluted (in dollars per share) | $0.13 | $0.17 | $0.23 | $0.45 |
Diluted, Pro Forma (in dollars per share) | ' | $0.20 | ' | $0.52 |
Segment_Reporting_Details
Segment Reporting (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | $115,210 | $95,907 | $329,033 | $292,057 |
Operating Income (Loss) | 8,391 | 9,082 | 16,928 | 25,311 |
Cardiovascular Segment [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | 110,859 | 92,106 | 316,566 | 280,336 |
Operating Income (Loss) | 7,753 | 9,169 | 16,031 | 26,005 |
Endoscopy Segment [Member] | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Net sales | 4,351 | 3,801 | 12,467 | 11,721 |
Operating Income (Loss) | $638 | ($87) | $897 | ($694) |
Income_Taxes_Details
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective Income Tax Rate, Continuing Operations | 12.90% | 20.00% | 14.00% | 26.00% |
LongTerm_Debt_Narrative_Detail
Long-Term Debt (Narrative) (Details) (USD $) | 9 Months Ended | 0 Months Ended | |||||||||||||||||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 19, 2012 | Sep. 30, 2010 | Dec. 19, 2012 | Sep. 30, 2013 | Dec. 19, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 19, 2012 | Sep. 30, 2013 | Dec. 19, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Dec. 19, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Credit Agreement [Member] | Credit Agreement [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan [Member] | Base Rate [Member] | Base Rate [Member] | Base Rate [Member] | London Interbank Offered Rate (LIBOR) Market Index Rate [Member] | London Interbank Offered Rate (LIBOR) Market Index Rate [Member] | London Interbank Offered Rate (LIBOR) Market Index Rate [Member] | London Interbank Offered Rate (LIBOR) Market Index Rate [Member] | Federal Funds Rate [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Variable Rate 1 [Member] | Variable Rate 1 [Member] | Variable Rate 2 [Member] | Variable Rate 2 [Member] | |
quarter | Credit Agreement [Member] | Wells Fargo [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Bridge Loan [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Bridge Loan [Member] | Bridge Loan [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | ||
Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | |||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $175,000,000 | $125,000,000 | $100,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Periodic payment | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis spread on variable rate | ' | ' | ' | ' | ' | 0.25% | 1.25% | ' | 1.25% | 2.25% | 1.25% | 2.25% | ' | 1.25% | 2.25% | ' | ' | ' | ' |
Covenant terms, consolidated total leverage ratio, minimum | ' | ' | ' | ' | ' | 2.25 | ' | 2.25 | 2.25 | ' | ' | ' | ' | 2.25 | ' | ' | ' | ' | ' |
Basis spread on base rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.005 | 0.01 | ' | ' | ' | ' | ' |
Covenant terms, consolidated total leverage ratio, next twelve months, maximum | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Covenant terms, consolidated total leverage ratio, year two, maximum | 3.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Covenant terms, consolidated total leverage ratio, year three, maximum | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Covenant terms, consolidated total leverage ratio, year four, maximum | 2.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Covenant terms, consolidated total leverage ratio, year five, maximum | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Covenant terms, consolidated EBITDA to fixed charges ratio, number of consecutive quarters | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Covenant terms, consolidated EBITDA to fixed charges ratio, Minimum | 1.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Covenant terms, consolidated net income, maximum | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Covenant terms, facility capital expenditures, next twelve months, maximum | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining borrowing capacity | 18,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, percentage bearing fixed interest, percentage rate | 3.23% | 2.98% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, percentage bearing fixed interest, amount | 146,300,000 | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, percentage bearing variable interest, percentage rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.44% | 2.22% | 2.50% | 2.31% |
Debt, percentage bearing variable interest, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $104,700,000 | $87,000,000 | $157,000 | $566,000 |
LongTerm_Debt_Principal_Balanc
Long-Term Debt (Principal Balances under Long Term Debt) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | $251,157 | $237,566 |
Current portion of long-term debt | 10,000 | 10,000 |
LONG-TERM DEBT | 241,157 | 227,566 |
Term Loan [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | 95,000 | 100,000 |
Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Total long-term debt | $156,157 | $137,566 |
LongTerm_Debt_Future_Minimum_P
Long-Term Debt (Future Minimum Principal Payments on Long-Term Debt) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Remaining 2013 | $2,500 | ' |
2014 | 10,000 | ' |
2015 | 10,000 | ' |
2016 | 10,000 | ' |
2017 | 218,657 | ' |
Total long-term debt | $251,157 | $237,566 |
Derivatives_Details
Derivatives (Details) | Sep. 30, 2013 | Dec. 19, 2012 | Feb. 28, 2013 | Feb. 28, 2013 |
USD ($) | USD ($) | 30 Day Forward Contract EURO [Member] | 30 Day Forward Contract GBP [Member] | |
EUR (€) | GBP (£) | |||
Derivative [Line Items] | ' | ' | ' | ' |
Total Variable-Rate Debt Outstanding | ' | $150,000,000 | ' | ' |
Derivative, Fixed Interest Rate | ' | 0.98% | ' | ' |
Forward Contract Term | ' | ' | '30 days | '30 days |
Interest Rate Cash Flow Hedge Asset at Fair Value | 745,000 | ' | ' | ' |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax | -290,000 | ' | ' | ' |
Derivative, Notional Amount | ' | ' | € 411,000 | £ 408,000 |
Fair_Value_Measurements_Financ
Fair Value Measurements (Financial Assets and Liabilities Carried at Fair Value) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | $745 | ' | ||
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | [1] | ' | |
Interest Rate Cash Flow Hedge Liability at Fair Value | ' | 0 | [1] | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 745 | [1] | ' | |
Interest Rate Cash Flow Hedge Liability at Fair Value | ' | -1,788 | [1] | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 0 | [1] | ' | |
Interest Rate Cash Flow Hedge Liability at Fair Value | ' | 0 | [1] | |
Fair Value, Measurements, Recurring [Member] | Estimate of Fair Value, Fair Value Disclosure [Member] | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Interest Rate Cash Flow Hedge Asset at Fair Value | 745 | [1] | ' | |
Interest Rate Cash Flow Hedge Liability at Fair Value | ' | ($1,788) | [1] | |
[1] | The fair value of the interest rate swap is determined based on forward yield curves. |
Fair_Value_Measurements_Liabil
Fair Value Measurements (Liability Measured on Recurring Basis, Unobservable Input Reconciliation) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' |
Fair value adjustments recorded to income during the period | ($4,108) | $0 | ($4,075) | $0 |
Contingent Consideration [Member] | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' | ' | ' | ' |
Beginning balance | 6,692 | ' | 6,697 | ' |
Fair value adjustments recorded to income during the period | -4,108 | ' | -4,075 | ' |
Contingent payments made | -22 | ' | -60 | ' |
Ending balance | $2,562 | ' | $2,562 | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value Inputs, Liabilities, Quantitative Information) (Details) (Contingent Consideration [Member], USD $) | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
In Thousands, unless otherwise specified | Revenue-based Payments [Member] | Revenue-based Payments [Member] | Revenue-based Payments [Member] | Revenue-based Payments [Member] | Other Payments [Member] | Other Payments [Member] | |||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||
Income Approach Valuation Technique [Member] | Income Approach Valuation Technique [Member] | Income Approach Valuation Technique [Member] | Income Approach Valuation Technique [Member] | ||||||
Minimum [Member] | Maximum [Member] | ||||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Liabilities - Contingent consideration liability | $2,562 | $6,692 | $6,697 | $2,266 | ' | ' | ' | $296 | ' |
Discount rate | ' | ' | ' | ' | ' | 11.00% | 15.00% | ' | 5.40% |
Probability of milestone payment | ' | ' | ' | ' | 90.00% | ' | ' | ' | 100.00% |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Other Long-Term Obligations [Member] | Other Long-Term Obligations [Member] | Accrued Expenses [Member] | Accrued Expenses [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | Developed Technology Rights [Member] | Other Intangible Assets [Member] | |||||
Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | |||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration liability in other long-term obligations | ' | ' | ' | ' | $2,300,000 | $5,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration liability in accrued expenses | ' | ' | ' | ' | ' | ' | 214,000 | 723,000 | ' | ' | ' | ' | ' | ' |
Reductions to contingent consideration liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | ' |
Write-off of patents and intangible assets | 8,116,000 | 17,000 | 8,169,000 | 27,000 | ' | ' | ' | ' | 8,089,000 | 0 | 8,089,000 | 0 | ' | ' |
Finite-lived Intangible Assets, Fair Value Disclosure | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,500,000 | $160,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Intangible Assets) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Other Intangible Assets [Member] | Other Intangible Assets [Member] | Patents [Member] | Patents [Member] | Distribution Rights [Member] | Distribution Rights [Member] | Licensing Agreements [Member] | Licensing Agreements [Member] | Trademarks [Member] | Trademarks [Member] | Noncompete Agreements [Member] | Noncompete Agreements [Member] | Customer Lists [Member] | Customer Lists [Member] | Royalty Agreements [Member] | Royalty Agreements [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | |||||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-off of patents and intangible assets | $8,116,000 | $17,000 | $8,169,000 | $27,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,089,000 | $0 | $8,089,000 | $0 |
Gross Carrying Amount | ' | ' | ' | ' | 45,570,000 | 44,833,000 | 8,906,000 | 7,843,000 | 5,176,000 | 5,176,000 | 2,733,000 | 2,733,000 | 7,255,000 | 7,311,000 | 1,029,000 | 1,035,000 | 20,204,000 | 20,468,000 | 267,000 | 267,000 | ' | ' | ' | ' |
Accumulated Amortization | ' | ' | ' | ' | -17,652,000 | -14,034,000 | -2,298,000 | -2,045,000 | -1,660,000 | -1,301,000 | -1,156,000 | -861,000 | -1,719,000 | -1,362,000 | -339,000 | -160,000 | -10,213,000 | -8,038,000 | -267,000 | -267,000 | ' | ' | ' | ' |
Net Carrying Amount | ' | ' | ' | ' | 27,918,000 | 30,799,000 | 6,608,000 | 5,798,000 | 3,516,000 | 3,875,000 | 1,577,000 | 1,872,000 | 5,536,000 | 5,949,000 | 690,000 | 875,000 | 9,991,000 | 12,430,000 | 0 | 0 | ' | ' | ' | ' |
Reductions to contingent consideration liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,800,000 | ' |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Amortization Expense) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Aggregate amortization expense | $3,400,000 | $1,900,000 | $10,400,000 | $5,700,000 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ' | ' | ' | ' |
Remaining 2013 | 3,363,000 | ' | 3,363,000 | ' |
2014 | 12,684,000 | ' | 12,684,000 | ' |
2015 | 12,140,000 | ' | 12,140,000 | ' |
2016 | 11,515,000 | ' | 11,515,000 | ' |
2017 | $11,150,000 | ' | $11,150,000 | ' |
Subsequent_Event_Details
Subsequent Event (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
In Millions, unless otherwise specified | Oct. 04, 2013 |
Datascope Corporation [Member] | ' |
Subsequent Event [Line Items] | ' |
Consideration transferred | $27.50 |
Radial Assist, LLC [Member] | ' |
Subsequent Event [Line Items] | ' |
Consideration transferred | 2.5 |
Credit Agreement [Member] | ' |
Subsequent Event [Line Items] | ' |
Increase in borrowing capacity | $40 |
Consolidated Total Leverage Ratio, remainder of year, maximum | 4.75 |
Consolidated Total Leverage Ratio, In next 6 months, maximum | 4 |
Consolidated Total Leverage Ratio, In next 9 months, maximum | 3.75 |
Consolidated Total Leverage Ratio, In next 12 months, maximum | 3.5 |
Consolidated Total Leverage Ratio, In next 15 months, maximum | 3.25 |