Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 5-May-14 | |
Document Information [Abstract] | ' | ' |
Entity Registrant Name | 'MERIT MEDICAL SYSTEMS INC | ' |
Entity Central Index Key | '0000856982 | ' |
Current Fiscal Year End Date | '--03-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 42,972,946 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $12,591,000 | $7,459,000 |
Trade receivables — net of allowance for uncollectible accounts — 2014 — $908 and 2013 — $840 | 64,326,000 | 60,186,000 |
Employee receivables | 190,000 | 224,000 |
Other receivables | 2,834,000 | 3,279,000 |
Inventories | 84,730,000 | 82,378,000 |
Prepaid expenses | 5,767,000 | 5,121,000 |
Prepaid income taxes | 1,232,000 | 1,232,000 |
Deferred income tax assets | 5,617,000 | 5,638,000 |
Income tax refund receivables | 211,000 | 398,000 |
Total current assets | 177,498,000 | 165,915,000 |
PROPERTY AND EQUIPMENT: | ' | ' |
Land and land improvements | 16,265,000 | 16,240,000 |
Buildings | 129,702,000 | 127,747,000 |
Manufacturing equipment | 141,982,000 | 136,768,000 |
Furniture and fixtures | 34,105,000 | 32,327,000 |
Leasehold improvements | 13,712,000 | 13,692,000 |
Construction-in-progress | 25,582,000 | 25,172,000 |
Total property and equipment | 361,348,000 | 351,946,000 |
Less accumulated depreciation | -113,363,000 | -108,676,000 |
Property and equipment — net | 247,985,000 | 243,270,000 |
OTHER ASSETS: | ' | ' |
Goodwill | 184,505,000 | 184,505,000 |
Deferred income tax assets | 800,000 | 800,000 |
Other assets | 14,328,000 | 13,806,000 |
Total other assets | 316,327,000 | 319,098,000 |
TOTAL | 741,810,000 | 728,283,000 |
CURRENT LIABILITIES: | ' | ' |
Trade payables | 27,236,000 | 26,511,000 |
Accrued expenses | 30,497,000 | 27,702,000 |
Current portion of long-term debt | 10,000,000 | 10,000,000 |
Advances from employees | 803,000 | 292,000 |
Income taxes payable | 912,000 | 1,089,000 |
Total current liabilities | 69,448,000 | 65,594,000 |
LONG-TERM DEBT | 244,441,000 | 238,854,000 |
DEFERRED INCOME TAX LIABILITIES | 2,548,000 | 2,548,000 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 2,031,000 | 2,031,000 |
DEFERRED COMPENSATION PAYABLE | 8,116,000 | 7,833,000 |
DEFERRED CREDITS | 3,019,000 | 3,065,000 |
OTHER LONG-TERM OBLIGATIONS | 2,578,000 | 2,652,000 |
Total liabilities | 332,181,000 | 322,577,000 |
COMMITMENTS AND CONTINGENCIES (Notes 5, 9, 10 and 13) | 0 | 0 |
STOCKHOLDERS’ EQUITY: | ' | ' |
Preferred stock — 5,000 shares authorized as of March 31, 2014 and December 31, 2013; no shares issued | 0 | 0 |
Common stock, no par value; 100,000 shares authorized; 42,955 and 42,846 shares issued at March 31, 2014 and December 31, 2013, respectively | 178,866,000 | 177,775,000 |
Retained earnings | 229,811,000 | 226,988,000 |
Accumulated other comprehensive income | 952,000 | 943,000 |
Total stockholders’ equity | 409,629,000 | 405,706,000 |
TOTAL | 741,810,000 | 728,283,000 |
Developed technology — net of accumulated amortization — 2014 — $20,228 and 2013 — $17,602 | ' | ' |
OTHER ASSETS: | ' | ' |
Intangible Assets | 88,427,000 | 91,052,000 |
Other — net of accumulated amortization — 2014 — $19,938 and 2013 — $18,870 | ' | ' |
OTHER ASSETS: | ' | ' |
Intangible Assets | $28,267,000 | $28,935,000 |
CONSOLIDATED_BALANCE_SHEETS_CO
CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Trade receivables, allowances (in dollars) | $908 | $840 |
STOCKHOLDERS’ EQUITY: | ' | ' |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common Stock, Par or Stated Value Per Share | ' | ' |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 42,955,000 | 42,846,000 |
Other | ' | ' |
OTHER ASSETS: | ' | ' |
Intangibles, accumulated amortization (in dollars) | 19,938 | 18,870 |
Developed technology | ' | ' |
OTHER ASSETS: | ' | ' |
Intangibles, accumulated amortization (in dollars) | $20,228 | $17,602 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
NET SALES | $119,236 | $103,948 |
COST OF SALES | 67,193 | 60,955 |
GROSS PROFIT | 52,043 | 42,993 |
OPERATING EXPENSES: | ' | ' |
Selling, general, and administrative | 36,774 | 32,128 |
Research and development | 8,780 | 9,108 |
Total operating expenses | 45,554 | 41,236 |
INCOME FROM OPERATIONS | 6,489 | 1,757 |
OTHER INCOME (EXPENSE): | ' | ' |
Interest income | 67 | 57 |
Interest (expense) | -2,606 | -1,539 |
Other (expense) — net | -64 | -63 |
Other expense — net | -2,603 | -1,545 |
INCOME BEFORE INCOME TAXES | 3,886 | 212 |
INCOME TAX EXPENSE (BENEFIT) | 1,063 | -459 |
NET INCOME | $2,823 | $671 |
EARNINGS PER COMMON SHARE: | ' | ' |
Basic (in dollars per share) | $0.07 | $0.02 |
Diluted (in dollars per share) | $0.07 | $0.02 |
AVERAGE COMMON SHARES: | ' | ' |
Basic (in shares) | 42,865 | 42,520 |
Diluted (in shares) | 43,234 | 42,835 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Net income | $2,823 | $671 |
Other comprehensive income (loss): | ' | ' |
Interest rate swap, net of tax effect of $30, ($143) | -47 | 225 |
Foreign currency translation adjustment, net of tax effect of $52, $8 | 56 | -224 |
Total other comprehensive income | 9 | 1 |
Total comprehensive income | $2,832 | $672 |
CONSOLIDATED_STATEMENTS_OF_COM1
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' |
Interest rate swap, tax effect | ($30) | $143 |
Foreign currency translation adjustment, tax effect | ($52) | ($8) |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $2,823 | $671 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 8,702 | 7,683 |
Losses on sales and/or abandonment of property and equipment | 91 | 7 |
Write-off of patents and intangible assets | 34 | 2 |
Amortization of deferred credits | -45 | -32 |
Amortization of long-term debt issuance costs | 247 | 199 |
Deferred income taxes | 21 | 2 |
Excess tax benefits from stock-based compensation | -168 | -53 |
Stock-based compensation expense | 339 | 459 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Trade receivables | -4,115 | -1,473 |
Employee receivables | 35 | -18 |
Other receivables | 439 | -586 |
Inventories | -2,352 | 2,149 |
Prepaid expenses | -651 | -1,242 |
Prepaid income taxes | 0 | 17 |
Income tax refund receivables | 192 | -782 |
Other assets | -847 | -377 |
Trade payables | -485 | -2,084 |
Accrued expenses | 2,868 | -2,280 |
Advances from employees | 509 | 90 |
Income taxes payable | 91 | -34 |
Deferred compensation payable | 282 | 281 |
Other long-term obligations | -50 | 294 |
Total adjustments | 5,137 | 2,222 |
Net cash provided by operating activities | 7,960 | 2,893 |
Capital expenditures for: | ' | ' |
Property and equipment | -8,708 | -19,961 |
Intangible assets | -433 | -394 |
Proceeds from the sale of property and equipment | 18 | 8 |
Cash paid in acquisitions, net of cash acquired | 0 | -1,000 |
Net cash used in investing activities | -9,123 | -21,347 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of common stock | 803 | 571 |
Proceeds from issuance of long-term debt | 36,010 | 34,199 |
Payments on long-term debt | -30,423 | -17,512 |
Proceeds from industrial assistant grants | 0 | 750 |
Excess tax benefits from stock-based compensation | 168 | 53 |
Contingent payments related to acquisitions | -24 | -19 |
Payment of taxes related to an exchange of common stock | -220 | 0 |
Net cash provided by financing activities | 6,314 | 18,042 |
EFFECT OF EXCHANGE RATES ON CASH | -19 | -290 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 5,132 | -702 |
CASH AND CASH EQUIVALENTS: | ' | ' |
Beginning of period | 7,459 | 9,719 |
End of period | 12,591 | 9,017 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest (net of capitalized interest of $126 and $394, respectively) | 2,644 | 1,493 |
Income taxes | 782 | 403 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Property and equipment purchases in accounts payable | 5,180 | 5,354 |
Merit common stock surrendered (108 and 0 shares, respectively) in exchange for exercise of stock options | $1,641 | $0 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Statement of Cash Flows [Abstract] | ' | ' |
Net capitalized interest | $126 | $394 |
Company's common stock surrendered in exchange for the exercise of stock options (in shares) | 108,000 | 0 |
Basis_of_Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2014 | |
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 months ended March 31, 2014 and 2013 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 March 31, 2014 and our results of operations and cash flows for the three-month periods ended March 31, 2014 and 2013. The results of operations for the three-month period ended March 31, 2014 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, 2013 filed with the Securities and Exchange Commission (the "SEC"). |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories. Inventories are stated at the lower of cost or market. Inventories at March 31, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Finished goods | $ | 43,692 | $ | 43,364 | ||||
Work-in-process | 9,662 | 6,222 | ||||||
Raw materials | 31,376 | 32,792 | ||||||
Total | $ | 84,730 | $ | 82,378 | ||||
Stockbased_Compensation
Stock-based Compensation | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||
Stock-Based Compensation | ' | |||||||
Stock-Based Compensation. Stock-based compensation expense before income tax expense for the three-month periods ended March 31, 2014 and 2013, consisted of the following (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Cost of goods sold | $ | 43 | $ | 54 | ||||
Research and development | 16 | 25 | ||||||
Selling, general, and administrative | 280 | 380 | ||||||
Stock-based compensation expense before taxes | $ | 339 | $ | 459 | ||||
As of March 31, 2014, the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $3.5 million and is expected to be recognized over a weighted average period of 3.0 years. | ||||||||
We did not grant any stock-based awards during the three months ended March 31, 2014. During the three-months ended March 31, 2013, we granted awards representing 50,000 shares of our common stock. We use the Black-Scholes methodology to value the stock-based compensation expense for options. In applying the Black-Scholes methodology to our outstanding option grants, we used the following assumptions: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2013 | ||||||||
Risk-free interest rate | 0.65% | |||||||
Expected option life | 4.2 years | |||||||
Expected dividend yield | —% | |||||||
Expected price volatility | 40.20% | |||||||
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) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
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): | |||||||||||
Net | Shares | Per Share | |||||||||
Income | Amount | ||||||||||
Period ended March 31, 2014 | |||||||||||
Basic EPS | $ | 2,823 | 42,865 | $ | 0.07 | ||||||
Effect of dilutive stock options and warrants | 369 | ||||||||||
Diluted EPS | $ | 2,823 | 43,234 | $ | 0.07 | ||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 362 | ||||||||||
Period ended March 31, 2013 | |||||||||||
Basic EPS | $ | 671 | 42,520 | $ | 0.02 | ||||||
Effect of dilutive stock options and warrants | 315 | ||||||||||
Diluted EPS | $ | 671 | 42,835 | $ | 0.02 | ||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,696 | ||||||||||
Acquisitions
Acquisitions | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Business Combinations [Abstract] | ' | |||||||
Acquisitions | ' | |||||||
Acquisitions. On October 4, 2013, we acquired certain assets contemplated by an Asset Purchase Agreement we executed with Datascope Corp. ("Datascope"), 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. We accounted for this acquisition as a business combination. We made a payment of approximately $27.5 million to acquire these assets. Acquisition-related costs during the year ended December 31, 2013, which were 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, 2013, filed with the SEC on March 12, 2014 (the "2013 Form 10-K"), were not material. 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, 2013, our net sales of Datascope products were approximately $1.6 million. It is not practical to separately report the earnings related to the Datascope acquisition, as we cannot split out sales costs related to Datascope products, principally because our sales representatives are selling multiple products (including Datascope products) in the cardiovascular business segment. The total purchase price was preliminarily allocated as follows (in thousands): | ||||||||
Assets Acquired | ||||||||
Inventories | $ | 478 | ||||||
Intangibles | ||||||||
Developed technology | 18,200 | |||||||
Customer lists | 390 | |||||||
Trademarks | 320 | |||||||
Goodwill | 8,112 | |||||||
Total assets acquired | $ | 27,500 | ||||||
With respect to the Datascope assets, we intend to amortize developed technology over 10 years and customer lists on an accelerated basis over six 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 10 years. | ||||||||
On October 4, 2013, we acquired certain assets contemplated by an Asset Purchase Agreement with Radial Assist, LLC ("Radial Assist"), 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. We accounted for this acquisition as a business combination. We made a payment of approximately $2.5 million to acquire these assets. Acquisition-related costs during the year ended December 31, 2013, which were included in selling, general, and administrative expenses in the consolidated statements of income included in the 2013 Form 10-K, were not material. 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, 2013, our net sales of Radial Assist products were approximately $191,000. It is not practical to separately report the earnings related to the Radial Assist acquisition, as we cannot split out sales costs related to Radial Assist products, principally because our sales representatives are selling multiple products (including Radial Assist products) in the cardiovascular business segment. The total purchase price was preliminarily allocated as follows (in thousands): | ||||||||
Assets Acquired | ||||||||
Inventories | $ | 16 | ||||||
Intangibles | ||||||||
Developed technology | 1,520 | |||||||
Customer lists | 20 | |||||||
Trademarks | 40 | |||||||
Goodwill | 904 | |||||||
Total assets acquired | $ | 2,500 | ||||||
With respect to the Radial Assist assets, we intend to amortize developed technology over 10 years and customer lists on an accelerated basis over six 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 10.07 years. | ||||||||
In connection with our Datascope and Radial Assist acquisitions, we paid approximately $798,000 in long-term debt issuance costs to Wells Fargo Bank related to the amendment of our Credit Agreement (see Note 9). These costs consist primarily of loan origination fees that we intend to amortize over the remaining contract term of our Credit Agreement, which matures December 19, 2017. | ||||||||
The following table summarizes our unaudited consolidated results of operations for the three-month period ended March 31, 2013, as well as unaudited pro forma consolidated results of operations as though the Datascope acquisition had occurred on January 1, 2013 (in thousands, except per common share amounts): | ||||||||
Three Months Ended | ||||||||
31-Mar-13 | ||||||||
As Reported | Pro Forma | |||||||
Net sales | $ | 103,948 | $ | 105,709 | ||||
Net income | 671 | 851 | ||||||
Earnings per common share: | ||||||||
Basic | $ | 0.02 | $ | 0.02 | ||||
Diluted | $ | 0.02 | $ | 0.02 | ||||
The unaudited pro forma information set forth above is for informational purposes only and includes adjustments for 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 the Datascope acquisition had occurred on January 1, 2013, or results that may be obtained in any future period. The pro forma consolidated results of operations do not include the Radial Assist acquisition, as we do not deem the pro forma effect of the transaction to be material. | ||||||||
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 | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 and includes embolization devices and the CRM/EP devices we acquired through our acquisition of Thomas Medical Products, Inc. Our endoscopy segment consists of gastroenterology and pulmonology 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 | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Revenues | ||||||||
Cardiovascular | $ | 114,907 | $ | 99,754 | ||||
Endoscopy | 4,329 | 4,194 | ||||||
Total Revenues | 119,236 | 103,948 | ||||||
Operating income | ||||||||
Cardiovascular | 6,396 | 1,628 | ||||||
Endoscopy | 93 | 129 | ||||||
Total operating income | $ | 6,489 | $ | 1,757 | ||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements (Notes) | 3 Months Ended |
Mar. 31, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements. In July 2013, the Financial Accounting Standards Board ("FASB") issued authoritative guidance which concludes that, under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. We adopted this guidance early, as permitted, for the fiscal year ended December 31, 2013. The adoption of this guidance did not have a material effect on our consolidated financial statements. | |
In March 2013, the 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 did not have a material effect on our consolidated financial position or results of operations. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes. Our overall effective tax rate for the three months ended March 31, 2014 was 27.4% compared to (217.2)% for the three months ended March 31, 2013. Our provision for income taxes for the three months ended March 31, 2014 totaled $1.1 million of expense compared to $459,000 of benefit for the corresponding period of 2013. This fluctuation was primarily driven by an increase in income before tax in 2014 and a discrete tax benefit of approximately $500,000 recognized during the first quarter of 2013 associated with the 2012 federal research and development credit. On January 2, 2013, the American Taxpayer Relief Act of 2012, which included a reinstatement of the federal research and development credit for the tax year ended December 31, 2012, was signed into law. As a result, we recognized the retroactive benefit of the federal research and development credit for 2012 as a discrete item in the first quarter of 2013, the period in which the reinstatement was enacted. |
Longterm_Debt
Long-term Debt | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Long-term Debt | ' | |||||||
Long-term Debt. We entered into an Amended and Restated Credit Agreement, dated December 19, 2012, with the lenders who are or may become party thereto (collectively, the "Lenders") and Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for the Lenders, which was amended on October 4, 2013 by a First Amendment to the Amended and Restated Credit Agreement by and among Merit, certain subsidiaries of Merit, the Lenders and Wells Fargo as administrative agent for the Lenders (as amended, the "Credit Agreement"). Pursuant to the terms of the Credit Agreement, the Lenders have agreed to make revolving credit loans up to an aggregate amount of $215 million. The Lenders also made a term loan in the amount of $100 million, repayable in quarterly installments in the amounts provided in the Credit Agreement until the maturity date of December 19, 2017, at which time the term 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 has agreed, upon satisfaction of certain conditions, to make swingline loans from time to time through the maturity date 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. 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). Initially, the term loan and revolving credit loans under the Credit Agreement bear interest, at our election, at either (x) the base rate plus 1.00%, (y) the LIBOR Market Index Rate, plus 2.00%, or (z) the LIBOR Rate plus 2.00%. 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). Initially, swingline loans bear interest at the LIBOR Market Index Rate plus 2.00%. 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 4.75 to 1 through the end of 2013, no more than 4.00 to 1 as of the fiscal quarter ending March 31, 2014, no more than 3.75 to 1 as of the fiscal quarter ending June 30, 2014, no more than 3.50 to 1 as of the fiscal quarter ending September 30, 2014, no more than 3.25 to 1 as of the fiscal quarter ending December 31, 2014, no more than 3.00 to 1 as of any fiscal quarter ending during 2015, no more than 2.75 to 1 as of any fiscal quarter ending during 2016, and no more than 2.50 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 or debt, the issuance of equity, the payment of dividends and certain distributions, the entry into related party transactions and other provisions customary in similar types of agreements. As of March 31, 2014, we were in compliance with all covenants set forth in the Credit Agreement. | ||||||||
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 March 31, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Term loan | $ | 90,000 | $ | 92,500 | ||||
Revolving credit loans | 164,441 | 156,354 | ||||||
Total long-term debt | 254,441 | 248,854 | ||||||
Less current portion | 10,000 | 10,000 | ||||||
Long-term portion | $ | 244,441 | $ | 238,854 | ||||
Future minimum principal payments on our long-term debt as of March 31, 2014, were as follows (in thousands): | ||||||||
Years Ending | Future Minimum | |||||||
December 31 | Principal Payments | |||||||
2014 | $ | 7,500 | ||||||
2015 | 10,000 | |||||||
2016 | 10,000 | |||||||
2017 | 226,941 | |||||||
Total future minimum principal payments | $ | 254,441 | ||||||
As of March 31, 2014, we had outstanding borrowings of approximately $254.4 million under the Credit Agreement, with available borrowings of approximately $26.6 million, based on the leverage ratio in the terms of the Credit Agreement. Our interest rate as of March 31, 2014 was a fixed rate of 4.23% on $143.7 million as a result of an interest rate swap (see Note 10), a variable floating rate of 3.41% on $109.3 million and a variable floating rate of 3.49% on approximately $1.4 million. Our interest rate as of December 31, 2013 was a fixed rate of 4.23% on $145.0 million as a result of an interest rate swap, variable floating rate of 3.42% on $101.5 million and a variable floating rate of 3.50% on approximately $2.4 million. |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2014 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' |
Derivatives | ' |
Derivatives. | |
Interest Rate Swap. On December 19, 2012, we entered into a pay-fixed, receive-variable interest rate swap having an initial notional amount of $150 million 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). The interest rates under both the interest rate swap and the underlying debt reset, the swap is settled with the counterparty, and interest is paid, on a monthly basis. The notional amount of the interest rate swap is reduced quarterly by 50% of the minimum principal payment due under the terms of the Credit Agreement. The interest rate swap is scheduled to expire on December 19, 2017. | |
As of March 31, 2014, our interest rate swap qualified as a cash flow hedge. The fair value of our interest rate swap at March 31, 2014 was an asset of approximately $1.1 million, which was offset by approximately $438,000 in deferred taxes. During the three months ended March 31, 2014 and 2013, the amount reclassified from accumulated other comprehensive income to earnings due to hedge effectiveness was included in interest expense in the accompanying consolidated statements of income and was not material. | |
Foreign Currency Forward Contracts. On February 28, 2014, we forecasted a net foreign currency exposure for March 31, 2014 (representing the difference between Euro and GBP-denominated receivables and Euro-denominated payables) of approximately 966,000 Euros and 652,000 GBPs. In order to partially offset such risks at February 28, 2014, we entered into a 30-day forward contract for the Euro and GBP with a notional amount of approximately 966,000 Euros and notional amount of 652,000 GBPs. We enter into similar transactions at various times during the year to partially offset exchange rate risks we bear throughout the year. These contracts are marked to market at the end of each month. The effect on our consolidated statements of income for the three months ended March 31, 2014 and 2013 of all forward contracts, and the fair value of our open positions as of March 31, 2014, were not material. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements. Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of March 31, 2014 and December 31, 2013, 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 | 31-Mar-14 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | 1,126 | $ | — | $ | 1,126 | $ | — | |||||||||
Fair Value Measurements Using | |||||||||||||||||
Total Fair | Quoted prices in | Significant other | Significant | ||||||||||||||
Value at | active markets | observable inputs | Unobservable inputs | ||||||||||||||
Description | 31-Dec-13 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | 1,203 | $ | — | $ | 1,203 | $ | — | |||||||||
(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. The contingent consideration liability is re-measured at the estimated fair value at each reporting period with the change in fair value recognized within selling, general, and administrative expenses 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 consideration liability during the three months ended March 31, 2014 were as follows (in thousands): | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Beginning balance | $ | 2,526 | $ | 6,697 | |||||||||||||
Fair value adjustments recorded to (income) expense during the period | 11 | 16 | |||||||||||||||
Contingent payments made | (24 | ) | (19 | ) | |||||||||||||
Ending balance | $ | 2,513 | $ | 6,694 | |||||||||||||
The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at March 31, 2014 (amount in thousands): | |||||||||||||||||
Contingent consideration liability | Fair value at March 31, 2014 | Valuation technique | Unobservable inputs | Range | |||||||||||||
Revenue-based payments | $ | 2,265 | Discounted cash flow | Discount rate | 11% - 15% | ||||||||||||
Probability of milestone payment | 90% | ||||||||||||||||
Projected year of payments | 2014-2028 | ||||||||||||||||
Other payments | $ | 248 | Discounted cash flow | Discount rate | 5.40% | ||||||||||||
Probability of milestone payment | 100% | ||||||||||||||||
Projected year of payments | 2014-2016 | ||||||||||||||||
The contingent consideration liability is re-measured 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 to selling, general, and administrative expenses in our consolidated statements of income. As of March 31, 2014, approximately $2.1 million was included in other long-term obligations and $407,000 was included in accrued expenses in our consolidated balance sheet. As of December 31, 2013, approximately $2.3 million was included in other long-term obligations and $274,000 was included in accrued expenses in our consolidated balance sheet. 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. | |||||||||||||||||
During the three-month periods ended March 31, 2014 and 2013, we had losses of approximately $34,000 and $2,000, respectively, related to the measurement of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition. | |||||||||||||||||
The carrying amount of cash and cash equivalents, 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 | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill and Intangible Assets | ' | |||||||||||
Goodwill and Intangible Assets. There were no changes in the carrying amount of goodwill for the three months ended March 31, 2014. | ||||||||||||
Other intangible assets at March 31, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||||||
31-Mar-14 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 9,702 | $ | (2,430 | ) | $ | 7,272 | |||||
Distribution agreements | 5,176 | (1,900 | ) | 3,276 | ||||||||
License agreements | 3,783 | (1,360 | ) | 2,423 | ||||||||
Trademarks | 7,622 | (1,968 | ) | 5,654 | ||||||||
Covenants not to compete | 1,029 | (458 | ) | 571 | ||||||||
Customer lists | 20,626 | (11,555 | ) | 9,071 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 48,205 | $ | (19,938 | ) | $ | 28,267 | |||||
December 31, 2013 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 9,302 | $ | (2,374 | ) | $ | 6,928 | |||||
Distribution agreements | 5,176 | (1,780 | ) | 3,396 | ||||||||
License agreements | 3,783 | (1,249 | ) | 2,534 | ||||||||
Trademarks | 7,622 | (1,844 | ) | 5,778 | ||||||||
Covenants not to compete | 1,029 | (399 | ) | 630 | ||||||||
Customer lists | 20,626 | (10,957 | ) | 9,669 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 47,805 | $ | (18,870 | ) | $ | 28,935 | |||||
Aggregate amortization expense for the three-month periods ended March 31, 2014 and 2013, was approximately $3.7 million and $3.5 million respectively. | ||||||||||||
Estimated amortization expense for the intangible assets for the next five years consists of the following as of March 31, 2014 (in thousands): | ||||||||||||
Year Ending December 31 | ||||||||||||
Remaining 2014 | $ | 11,423 | ||||||||||
2015 | 14,796 | |||||||||||
2016 | 14,061 | |||||||||||
2017 | 13,677 | |||||||||||
2018 | 13,140 | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies | ' |
Commitments and Contingencies. 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. | |
On April 4, 2013, we commenced litigation against Bard Access Systems, Inc. ("Bard") in the Third Judicial District Court for Salt Lake County, Utah, seeking a determination that Bard had breached a Purchasing Agreement (the "Purchasing Agreement") we entered into with Specialized Health Products, Inc., which was subsequently acquired by Bard. Our complaint alleges that Bard improperly terminated the Purchasing Agreement, causing us substantial damages. Bard has denied our claims, and the proceeding is currently in the discovery phase. Given the early stage of the litigation, it is not possible to estimate the potential outcome of the proceeding or the potential range of any loss; however, we intend to vigorously pursue our claims. | |
Intellectual property rights, particularly patents, play a significant role in product development and help differentiate competitors in the medical device market. Competing companies may file infringement lawsuits in attempts to bolster their intellectual property portfolios or enhance their financial standing. Intellectual property litigation is time consuming, costly and unpredictable. Monetary judgments, remedies or restitution are often not determined until the conclusion of trial court proceedings, which can be modified on appeal. Accordingly, the outcomes of pending litigation are difficult to predict or quantify. On September 20, 2013, a third party filed suit for patent infringement against us in the United States District Court, District of Delaware, alleging that we infringe certain patents. The patents generally relate to aspiration catheters. The suit is in its early stages and we are still evaluating the complaint and our defenses. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
Inventories at March 31, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Finished goods | $ | 43,692 | $ | 43,364 | ||||
Work-in-process | 9,662 | 6,222 | ||||||
Raw materials | 31,376 | 32,792 | ||||||
Total | $ | 84,730 | $ | 82,378 | ||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 tax expense for the three-month periods ended March 31, 2014 and 2013, consisted of the following (in thousands): | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Cost of goods sold | $ | 43 | $ | 54 | ||||
Research and development | 16 | 25 | ||||||
Selling, general, and administrative | 280 | 380 | ||||||
Stock-based compensation expense before taxes | $ | 339 | $ | 459 | ||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | ' | |||||||
In applying the Black-Scholes methodology to our outstanding option grants, we used the following assumptions: | ||||||||
Three Months Ended | ||||||||
March 31, | ||||||||
2013 | ||||||||
Risk-free interest rate | 0.65% | |||||||
Expected option life | 4.2 years | |||||||
Expected dividend yield | —% | |||||||
Expected price volatility | 40.20% |
Earnings_Per_Common_Share_EPS_
Earnings Per Common Share (EPS) (Tables) | 3 Months Ended | ||||||||||
Mar. 31, 2014 | |||||||||||
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): | |||||||||||
Net | Shares | Per Share | |||||||||
Income | Amount | ||||||||||
Period ended March 31, 2014 | |||||||||||
Basic EPS | $ | 2,823 | 42,865 | $ | 0.07 | ||||||
Effect of dilutive stock options and warrants | 369 | ||||||||||
Diluted EPS | $ | 2,823 | 43,234 | $ | 0.07 | ||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 362 | ||||||||||
Period ended March 31, 2013 | |||||||||||
Basic EPS | $ | 671 | 42,520 | $ | 0.02 | ||||||
Effect of dilutive stock options and warrants | 315 | ||||||||||
Diluted EPS | $ | 671 | 42,835 | $ | 0.02 | ||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,696 | ||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Datascope | ' | |||||||
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 | ||||||||
Inventories | $ | 478 | ||||||
Intangibles | ||||||||
Developed technology | 18,200 | |||||||
Customer lists | 390 | |||||||
Trademarks | 320 | |||||||
Goodwill | 8,112 | |||||||
Total assets acquired | $ | 27,500 | ||||||
Business Acquisition, Pro Forma Information | ' | |||||||
The following table summarizes our unaudited consolidated results of operations for the three-month period ended March 31, 2013, as well as unaudited pro forma consolidated results of operations as though the Datascope acquisition had occurred on January 1, 2013 (in thousands, except per common share amounts): | ||||||||
Three Months Ended | ||||||||
31-Mar-13 | ||||||||
As Reported | Pro Forma | |||||||
Net sales | $ | 103,948 | $ | 105,709 | ||||
Net income | 671 | 851 | ||||||
Earnings per common share: | ||||||||
Basic | $ | 0.02 | $ | 0.02 | ||||
Diluted | $ | 0.02 | $ | 0.02 | ||||
Radial Assist | ' | |||||||
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 | ||||||||
Inventories | $ | 16 | ||||||
Intangibles | ||||||||
Developed technology | 1,520 | |||||||
Customer lists | 20 | |||||||
Trademarks | 40 | |||||||
Goodwill | 904 | |||||||
Total assets acquired | $ | 2,500 | ||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
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 | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Revenues | ||||||||
Cardiovascular | $ | 114,907 | $ | 99,754 | ||||
Endoscopy | 4,329 | 4,194 | ||||||
Total Revenues | 119,236 | 103,948 | ||||||
Operating income | ||||||||
Cardiovascular | 6,396 | 1,628 | ||||||
Endoscopy | 93 | 129 | ||||||
Total operating income | $ | 6,489 | $ | 1,757 | ||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 3 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments | ' | |||||||
In summary, principal balances under our long-term debt as of March 31, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||
31-Mar-14 | 31-Dec-13 | |||||||
Term loan | $ | 90,000 | $ | 92,500 | ||||
Revolving credit loans | 164,441 | 156,354 | ||||||
Total long-term debt | 254,441 | 248,854 | ||||||
Less current portion | 10,000 | 10,000 | ||||||
Long-term portion | $ | 244,441 | $ | 238,854 | ||||
Schedule of Maturities of Long-term Debt | ' | |||||||
Future minimum principal payments on our long-term debt as of March 31, 2014, were as follows (in thousands): | ||||||||
Years Ending | Future Minimum | |||||||
December 31 | Principal Payments | |||||||
2014 | $ | 7,500 | ||||||
2015 | 10,000 | |||||||
2016 | 10,000 | |||||||
2017 | 226,941 | |||||||
Total future minimum principal payments | $ | 254,441 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of March 31, 2014 and December 31, 2013, 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 | 31-Mar-14 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | 1,126 | $ | — | $ | 1,126 | $ | — | |||||||||
Fair Value Measurements Using | |||||||||||||||||
Total Fair | Quoted prices in | Significant other | Significant | ||||||||||||||
Value at | active markets | observable inputs | Unobservable inputs | ||||||||||||||
Description | 31-Dec-13 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | 1,203 | $ | — | $ | 1,203 | $ | — | |||||||||
(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 consideration liability during the three months ended March 31, 2014 were as follows (in thousands): | |||||||||||||||||
Three Months Ended | Three Months Ended | ||||||||||||||||
March 31, | March 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Beginning balance | $ | 2,526 | $ | 6,697 | |||||||||||||
Fair value adjustments recorded to (income) expense during the period | 11 | 16 | |||||||||||||||
Contingent payments made | (24 | ) | (19 | ) | |||||||||||||
Ending balance | $ | 2,513 | $ | 6,694 | |||||||||||||
Fair Value Inputs, Liabilities, Quantitative Information | ' | ||||||||||||||||
The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at March 31, 2014 (amount in thousands): | |||||||||||||||||
Contingent consideration liability | Fair value at March 31, 2014 | Valuation technique | Unobservable inputs | Range | |||||||||||||
Revenue-based payments | $ | 2,265 | Discounted cash flow | Discount rate | 11% - 15% | ||||||||||||
Probability of milestone payment | 90% | ||||||||||||||||
Projected year of payments | 2014-2028 | ||||||||||||||||
Other payments | $ | 248 | Discounted cash flow | Discount rate | 5.40% | ||||||||||||
Probability of milestone payment | 100% | ||||||||||||||||
Projected year of payments | 2014-2016 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 3 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Other intangible assets | ' | |||||||||||
Other intangible assets at March 31, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||||||
31-Mar-14 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 9,702 | $ | (2,430 | ) | $ | 7,272 | |||||
Distribution agreements | 5,176 | (1,900 | ) | 3,276 | ||||||||
License agreements | 3,783 | (1,360 | ) | 2,423 | ||||||||
Trademarks | 7,622 | (1,968 | ) | 5,654 | ||||||||
Covenants not to compete | 1,029 | (458 | ) | 571 | ||||||||
Customer lists | 20,626 | (11,555 | ) | 9,071 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 48,205 | $ | (19,938 | ) | $ | 28,267 | |||||
December 31, 2013 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 9,302 | $ | (2,374 | ) | $ | 6,928 | |||||
Distribution agreements | 5,176 | (1,780 | ) | 3,396 | ||||||||
License agreements | 3,783 | (1,249 | ) | 2,534 | ||||||||
Trademarks | 7,622 | (1,844 | ) | 5,778 | ||||||||
Covenants not to compete | 1,029 | (399 | ) | 630 | ||||||||
Customer lists | 20,626 | (10,957 | ) | 9,669 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 47,805 | $ | (18,870 | ) | $ | 28,935 | |||||
Estimated amortization expense | ' | |||||||||||
Estimated amortization expense for the intangible assets for the next five years consists of the following as of March 31, 2014 (in thousands): | ||||||||||||
Year Ending December 31 | ||||||||||||
Remaining 2014 | $ | 11,423 | ||||||||||
2015 | 14,796 | |||||||||||
2016 | 14,061 | |||||||||||
2017 | 13,677 | |||||||||||
2018 | 13,140 | |||||||||||
Inventories_Details
Inventories (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Finished goods | $43,692 | $43,364 |
Work-in-process | 9,662 | 6,222 |
Raw materials | 31,376 | 32,792 |
Total | $84,730 | $82,378 |
Stockbased_Compensation_Alloca
Stock-based Compensation - Allocation of Recognized Period Costs (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | $339 | $459 |
Cost of goods sold | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | 43 | 54 |
Research and development | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | 16 | 25 |
Selling, general, and administrative | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Allocated Share-based Compensation Expense | $280 | $380 |
Stockbased_Compensation_Fair_V
Stock-based Compensation - Fair Value Calculation Assumptions (Details) | 3 Months Ended |
Mar. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
Risk-free interest rate, minimum | 0.65% |
Expected option life | '4 years 2 months 12 days |
Expected dividend yield | 0.00% |
Expected price volatility, minimum | 40.20% |
Stockbased_Compensation_Stockb
Stock-based Compensation - Stock-based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | |
In Millions, except Share data in Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $3.50 | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '3 years | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | 50 |
Earnings_Per_Common_Share_EPS_1
Earnings Per Common Share (EPS) (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' |
Net Income, Basic EPS | $2,823 | $671 |
Shares, Basic EPS | 42,865,000 | 42,520,000 |
Basic (in dollars per share) | $0.07 | $0.02 |
Effect of dilutive stock options and warrants | 369,000 | 315,000 |
Net Income, Diluted EPS | $2,823 | $671 |
Shares, Diluted EPS | 43,234,000 | 42,835,000 |
Diluted (in dollars per share) | $0.07 | $0.02 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 362,000 | 1,696,000 |
Acquisitions_Purchase_Price_Al
Acquisitions - Purchase Price Allocation (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Oct. 04, 2013 | Oct. 04, 2013 |
In Thousands, unless otherwise specified | Radial Assist | Datascope | Developed technology | Developed technology | Customer lists | Customer lists | Trademarks | Trademarks | ||
Radial Assist | Datascope | Radial Assist | Datascope | Radial Assist | Datascope | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventories | ' | ' | $16 | $478 | ' | ' | ' | ' | ' | ' |
Intangibles | ' | ' | ' | ' | 1,520 | 18,200 | 20 | 390 | 40 | 320 |
Goodwill | 184,505 | 184,505 | 904 | 8,112 | ' | ' | ' | ' | ' | ' |
Total assets acquired | ' | ' | $2,500 | $27,500 | ' | ' | ' | ' | ' | ' |
Acquisitions_Pro_Forma_Consoli
Acquisitions - Pro Forma Consolidated Results (Details) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Business Combinations [Abstract] | ' | ' |
Revenues | $119,236 | $103,948 |
Sales, Pro Forma | ' | 105,709 |
Net income | 2,823 | 671 |
Net income, Pro Forma | ' | $851 |
EARNINGS PER COMMON SHARE: | ' | ' |
Earnings per common share: basic (in dollars per share) | $0.07 | $0.02 |
Earnings per common share: basic, Pro Forma (in dollars per share) | ' | $0.02 |
Earnings per common share: diluted (in dollars per share) | $0.07 | $0.02 |
Earnings per common share: diluted, Pro Forma (in dollars per share) | ' | $0.02 |
Acquisitions_Narrative_Details
Acquisitions - Narrative (Details) (USD $) | 0 Months Ended | 12 Months Ended |
Oct. 04, 2013 | Dec. 31, 2013 | |
Datascope | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Payments to acquire businesses | $27,500,000 | ' |
Income before tax | ' | 1,600,000 |
Weighted average useful life | ' | '10 years |
Radial Assist | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Payments to acquire businesses | ' | 2,500,000 |
Income before tax | ' | 191,000 |
Weighted average useful life | ' | '10 years 0 months 27 days |
Developed technology | Datascope | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful life | ' | '10 years |
Developed technology | Radial Assist | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful life | ' | '10 years |
Customer Lists | Datascope | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful life | ' | '6 years |
Customer Lists | Radial Assist | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful life | ' | '6 years |
Trademarks | Datascope | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful life | ' | '15 years |
Trademarks | Radial Assist | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Useful life | ' | '15 years |
Wells Fargo Credit Agreement | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Long-term debt issuance costs | $798,000 | ' |
Segment_Reporting_Sales_by_Bus
Segment Reporting - Sales by Business Segment (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenue from External Customer [Line Items] | ' | ' |
Revenues | $119,236 | $103,948 |
Operating Income (Loss) | 6,489 | 1,757 |
Cardiovascular Segment | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Revenues | 114,907 | 99,754 |
Operating Income (Loss) | 6,396 | 1,628 |
Endoscopy Segment | ' | ' |
Revenue from External Customer [Line Items] | ' | ' |
Revenues | 4,329 | 4,194 |
Operating Income (Loss) | $93 | $129 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Effective Income Tax Rate Reconciliation, Percent | 27.40% | -217.20% |
Income Tax Expense (Benefit) | $1,063 | ($459) |
Tax Credit Research And Development | $500 | ' |
Longterm_Debt_Narrative_Detail
Long-term Debt - Narrative (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Dec. 19, 2012 | Mar. 31, 2014 | Dec. 19, 2012 | Mar. 31, 2014 | Dec. 19, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 04, 2013 | Sep. 30, 2010 | Dec. 19, 2012 | Mar. 31, 2014 | Dec. 19, 2012 | Mar. 31, 2014 | |
Credit Agreement | Credit Agreement | Base Rate | Base Rate | London Interbank Offered Rate (LIBOR) Market Index Rate | London Interbank Offered Rate (LIBOR) Market Index Rate | London Interbank Offered Rate (LIBOR) | London Interbank Offered Rate (LIBOR) | Federal Funds Rate | Variable Rate 1 | Variable Rate 1 | Variable Rate 2 | Variable Rate 2 | Revolving Credit Facility | Revolving Credit Facility | Term Loan | Bridge Loan | Bridge Loan | Bridge Loan | |
quarter | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Credit Agreement | Wells Fargo | Credit Agreement | Base Rate | London Interbank Offered Rate (LIBOR) Market Index Rate | London Interbank Offered Rate (LIBOR) Market Index Rate | ||
Credit Agreement | Credit Agreement | Credit Agreement | |||||||||||||||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | $254,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 215,000,000 | 125,000,000 | 100,000,000 | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | 1.00% | 0.25% | 2.00% | 1.25% | 2.00% | 1.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 1.25% |
Debt Instrument, Basis Spread on Base Rate | ' | ' | ' | ' | ' | ' | ' | 0.01 | 0.005 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Current Quarter, Maximum | 4.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Quarter One, Maximum | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Quarter Two, Maximum | 3.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Quarter Three, Maximum | 3.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Quarter Four, Maximum | 3.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Year Two, Maximum | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Year Three, Maximum | 2.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Year Four, Maximum | 2.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated EBITDA to Fixed Charges Ratio, Number of Consecutive Quarters | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated EBITDA to Fixed Charges Ratio, Minimum | 1.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Net Income, Maximum | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Facility Capital Expenditures, Next Twelve Months, Maximum | 30,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Minimum | ' | ' | ' | 2.25 | ' | 2.25 | ' | 2.25 | ' | ' | ' | ' | ' | ' | ' | ' | 2.25 | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | 26,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.23% | 4.23% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Amount | 143,700,000 | 145,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.41% | 3.42% | 3.49% | 3.50% | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Variable Interest, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $109,300,000 | $101,500,000 | $1,441,000 | $2,354,000 | ' | ' | ' | ' | ' | ' |
Longterm_Debt_Principal_Balanc
Long-term Debt - Principal Balances under Long-term Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ' | ' |
Total long-term debt | $254,441 | $248,854 |
Less current portion | 10,000 | 10,000 |
Long-term portion | 244,441 | 238,854 |
Term Loan | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Total long-term debt | 90,000 | 92,500 |
Revolving Credit Facility | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Total long-term debt | $164,441 | $156,354 |
Longterm_Debt_Future_Minimum_P
Long-term Debt - Future Minimum Payments on Long-term Debt (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $7,500 | ' |
2015 | 10,000 | ' |
2016 | 10,000 | ' |
2017 | 226,941 | ' |
Total long-term debt | $254,441 | $248,854 |
Derivatives_Interest_Rate_Swap
Derivatives - Interest Rate Swap (Details) (USD $) | Mar. 31, 2014 | Dec. 19, 2012 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ' |
Notional Amount of Interest Rate Cash Flow Hedge Derivatives | ' | $150,000,000 |
Derivative, Fixed Interest Rate | ' | 0.98% |
Derivative, Quarterly Percentage Reduction of Notional Amount by Minimum Principal Payment | ' | 50.00% |
Interest Rate Cash Flow Hedge Asset at Fair Value | 1,100,000 | ' |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax | $438,000 | ' |
Derivatives_Foreign_Currency_F
Derivatives - Foreign Currency Forward Contracts (Details) | 0 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2014 | Feb. 28, 2014 |
30 Day Forward Contract EURO | 30 Day Forward Contract GBP | |
EUR (€) | GBP (£) | |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative, Notional Amount | € 966 | £ 652 |
Forward Contract Term | '30 days | '30 days |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) (Fair Value, Measurements, Recurring, USD $) | Mar. 31, 2014 | Dec. 31, 2013 | |
In Thousands, unless otherwise specified | |||
Estimate of Fair Value, Fair Value Disclosure | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Interest rate swap | $1,126 | [1] | $1,203 |
Fair Value, Inputs, Level 1 | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Interest rate swap | 0 | [1] | 0 |
Fair Value, Inputs, Level 2 | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Interest rate swap | 1,126 | [1] | 1,203 |
Fair Value, Inputs, Level 3 | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Interest rate swap | $0 | [1] | $0 |
[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) (Contingent Consideration, USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Contingent Consideration | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Beginning balance | $2,526 | $6,697 |
Fair value adjustments recorded to (income) expense during the period | 11 | 16 |
Contingent payments made | -24 | -19 |
Ending balance | $2,513 | $6,694 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) (Contingent Consideration, USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | Income Approach Valuation Technique | Minimum | Maximum | Revenue-based Payments | Revenue-based Payments | Other Payments | Other Payments | ||||
Fair Value, Inputs, Level 3 | Income Approach Valuation Technique | Income Approach Valuation Technique | Income Approach Valuation Technique | Income Approach Valuation Technique | |||||||
Fair Value, Inputs, Level 3 | Fair Value, Inputs, Level 3 | Fair Value, Inputs, Level 3 | Fair Value, Inputs, Level 3 | ||||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate | ' | ' | ' | ' | 5.40% | 11.00% | 15.00% | ' | ' | ' | ' |
Contingent consideration liability | $2,513 | $2,526 | $6,694 | $6,697 | ' | ' | ' | $2,265 | ' | $248 | ' |
Probability of milestone payment | ' | ' | ' | ' | ' | ' | ' | ' | 90.00% | ' | 100.00% |
Fair_Value_Measurements_Narrat
Fair Value Measurements - Narrative (Details) (USD $) | 3 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Other Long-term Obligations | Other Long-term Obligations | Accrued Liabilities | Accrued Liabilities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' |
Other Asset Impairment Charges | $34,000 | $2,000 | ' | ' | ' | ' |
Contingent consideration liability | ' | ' | 2,100,000 | 2,300,000 | ' | ' |
Contingent consideration liability | ' | ' | ' | ' | $407,000 | $274,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Other Intangible Assets (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | $48,205 | $47,805 |
Accumulated Amortization | -19,938 | -18,870 |
Net Carrying Amount | 28,267 | 28,935 |
Patents | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 9,702 | 9,302 |
Accumulated Amortization | -2,430 | -2,374 |
Net Carrying Amount | 7,272 | 6,928 |
Distribution agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 5,176 | 5,176 |
Accumulated Amortization | -1,900 | -1,780 |
Net Carrying Amount | 3,276 | 3,396 |
License agreements and trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 3,783 | 3,783 |
Accumulated Amortization | -1,360 | -1,249 |
Net Carrying Amount | 2,423 | 2,534 |
Trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 7,622 | 7,622 |
Accumulated Amortization | -1,968 | -1,844 |
Net Carrying Amount | 5,654 | 5,778 |
Non-compete agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 1,029 | 1,029 |
Accumulated Amortization | -458 | -399 |
Net Carrying Amount | 571 | 630 |
Customer lists | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 20,626 | 20,626 |
Accumulated Amortization | -11,555 | -10,957 |
Net Carrying Amount | 9,071 | 9,669 |
Royalty agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 267 | 267 |
Accumulated Amortization | -267 | -267 |
Net Carrying Amount | $0 | $0 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets - Future Amortization Expense (Details) (USD $) | Mar. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 | $11,423 |
2015 | 14,796 |
2016 | 14,061 |
2017 | 13,677 |
2018 | $13,140 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Narrative (Details) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
Aggregate amortization expense | $3.70 | $3.50 |