Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 05, 2014 | |
Document Information [Abstract] | ' | ' |
Entity Registrant Name | 'MERIT MEDICAL SYSTEMS INC | ' |
Entity Central Index Key | '0000856982 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 43,402,718 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $6,438 | $7,459 |
Trade receivables — net of allowance for uncollectible accounts — 2014 — $920 and 2013 — $840 | 69,387 | 60,186 |
Employee receivables | 181 | 224 |
Other receivables | 4,221 | 3,279 |
Inventories | 92,931 | 82,378 |
Prepaid expenses | 5,687 | 5,121 |
Prepaid income taxes | 1,199 | 1,232 |
Deferred income tax assets | 5,626 | 5,638 |
Income tax refund receivables | 315 | 398 |
Total current assets | 185,985 | 165,915 |
PROPERTY AND EQUIPMENT: | ' | ' |
Land and land improvements | 16,948 | 16,240 |
Buildings | 132,282 | 127,747 |
Manufacturing equipment | 144,435 | 136,768 |
Furniture and fixtures | 36,566 | 32,327 |
Leasehold improvements | 15,159 | 13,692 |
Construction-in-progress | 23,371 | 25,172 |
Total property and equipment | 368,761 | 351,946 |
Less accumulated depreciation | -121,106 | -108,676 |
Property and equipment — net | 247,655 | 243,270 |
OTHER ASSETS: | ' | ' |
Goodwill | 184,505 | 184,505 |
Deferred income tax assets | 799 | 800 |
Other assets | 16,328 | 13,806 |
Total other assets | 312,869 | 319,098 |
TOTAL | 746,509 | 728,283 |
CURRENT LIABILITIES: | ' | ' |
Trade payables | 26,709 | 26,511 |
Accrued expenses | 32,692 | 27,702 |
Current portion of long-term debt | 10,000 | 10,000 |
Advances from employees | 894 | 292 |
Income taxes payable | 3,805 | 1,089 |
Total current liabilities | 74,100 | 65,594 |
LONG-TERM DEBT | 230,484 | 238,854 |
DEFERRED INCOME TAX LIABILITIES | 2,335 | 2,548 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 1,187 | 2,031 |
DEFERRED COMPENSATION PAYABLE | 8,477 | 7,833 |
DEFERRED CREDITS | 2,934 | 3,065 |
OTHER LONG-TERM OBLIGATIONS | 2,741 | 2,652 |
Total liabilities | 322,258 | 322,577 |
COMMITMENTS AND CONTINGENCIES (Notes 5, 9, 10 and 13) | ' | ' |
STOCKHOLDERS’ EQUITY: | ' | ' |
Preferred stock — 5,000 shares authorized as of September 30, 2014 and December 31, 2013; no shares issued | 0 | 0 |
Common stock, no par value; 100,000 shares authorized; 43,239 and 42,846 shares issued at September 30, 2014 and December 31, 2013, respectively | 182,614 | 177,775 |
Retained earnings | 241,291 | 226,988 |
Accumulated other comprehensive income | 346 | 943 |
Total stockholders’ equity | 424,251 | 405,706 |
TOTAL | 746,509 | 728,283 |
Developed technology — net of accumulated amortization — 2014 — $25,409 and 2013 — $17,602 | ' | ' |
OTHER ASSETS: | ' | ' |
Intangible Assets | 81,892 | 91,052 |
Other — net of accumulated amortization — 2014 — $21,361 and 2013 — $18,870 | ' | ' |
OTHER ASSETS: | ' | ' |
Intangible Assets | $29,345 | $28,935 |
CONSOLIDATED_BALANCE_SHEETS_CO
CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Trade receivables, allowances (in usd) | $920 | $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 | 43,239,000 | 42,846,000 |
Other | ' | ' |
OTHER ASSETS: | ' | ' |
Intangibles, accumulated amortization (in usd) | 21,361 | 18,870 |
Developed technology | ' | ' |
OTHER ASSETS: | ' | ' |
Intangibles, accumulated amortization (in usd) | $25,409 | $17,602 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
NET SALES | $128,808 | $115,210 | $376,909 | $329,033 |
COST OF SALES | 71,387 | 64,180 | 211,821 | 188,025 |
GROSS PROFIT | 57,421 | 51,030 | 165,088 | 141,008 |
OPERATING EXPENSES: | ' | ' | ' | ' |
Selling, general, and administrative | 36,328 | 31,350 | 111,682 | 95,002 |
Research and development | 8,688 | 7,308 | 27,109 | 25,064 |
Intangible assets impairment charge | 1,102 | 8,089 | 1,102 | 8,089 |
Contingent consideration benefit | -773 | -4,108 | -754 | -4,075 |
Total operating expenses | 45,345 | 42,639 | 139,139 | 124,080 |
INCOME FROM OPERATIONS | 12,076 | 8,391 | 25,949 | 16,928 |
OTHER INCOME (EXPENSE): | ' | ' | ' | ' |
Interest income | 41 | 69 | 187 | 200 |
Interest (expense) | -2,008 | -1,916 | -6,967 | -5,297 |
Other income (expense) — net | 144 | -104 | 52 | -174 |
Other (expense) — net | -1,823 | -1,951 | -6,728 | -5,271 |
INCOME BEFORE INCOME TAXES | 10,253 | 6,440 | 19,221 | 11,657 |
INCOME TAX EXPENSE | 2,489 | 833 | 4,918 | 1,627 |
NET INCOME | $7,764 | $5,607 | $14,303 | $10,030 |
EARNINGS PER COMMON SHARE: | ' | ' | ' | ' |
Basic (in dollars per share) | $0.18 | $0.13 | $0.33 | $0.24 |
Diluted (in dollars per share) | $0.18 | $0.13 | $0.33 | $0.23 |
AVERAGE COMMON SHARES: | ' | ' | ' | ' |
Basic (in shares) | 43,229 | 42,596 | 43,053 | 42,560 |
Diluted (in shares) | 43,398 | 42,872 | 43,315 | 42,793 |
CONSOLIDATED_STATEMENTS_OF_COM
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net income | $7,764 | $5,607 | $14,303 | $10,030 |
Other comprehensive income (loss): | ' | ' | ' | ' |
Interest rate swap | 794 | -722 | -66 | 2,533 |
Less income tax benefit (expense) | -308 | 281 | 26 | -985 |
Foreign currency translation adjustment | -682 | 342 | -739 | 253 |
Less income tax benefit (expense) | 151 | -8 | 182 | 8 |
Total other comprehensive income (loss) | -45 | -107 | -597 | 1,809 |
Total comprehensive income | $7,719 | $5,500 | $13,706 | $11,839 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income | $14,303 | $10,030 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 26,719 | 23,926 |
Losses on sales and/or abandonment of property and equipment | 549 | 102 |
Write-off of patents and intangible assets | 1,360 | 8,169 |
Amortization of deferred credits | -131 | -97 |
Amortization of long-term debt issuance costs | 741 | 598 |
Deferred income taxes | -184 | -13 |
Excess tax benefits from stock-based compensation | -243 | -145 |
Stock-based compensation expense | 1,004 | 1,072 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ' | ' |
Trade receivables | -9,198 | -3,700 |
Employee receivables | 44 | -78 |
Other receivables | -885 | -435 |
Inventories | -10,553 | 3,161 |
Prepaid expenses | -608 | -702 |
Prepaid income taxes | 33 | -17 |
Income tax refund receivables | 10 | 527 |
Other assets | -1,128 | -923 |
Trade payables | 655 | -4,078 |
Accrued expenses | 4,686 | -149 |
Advances from employees | 599 | 164 |
Income taxes payable | 3,248 | -138 |
Liabilities related to unrecognized tax benefits | -844 | -903 |
Deferred compensation payable | 644 | 865 |
Other long-term obligations | 764 | -3,612 |
Total adjustments | 17,282 | 23,594 |
Net cash provided by operating activities | 31,585 | 33,624 |
Capital expenditures for: | ' | ' |
Property and equipment | -24,262 | -48,035 |
Intangible assets | -1,368 | -1,143 |
Proceeds from sale-leaseback transaction | 3,184 | 0 |
Proceeds from the sale of property and equipment | 62 | 72 |
Cash paid in acquisitions, net of cash acquired | -4,202 | -1,000 |
Net cash used in investing activities | -26,586 | -50,106 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Proceeds from issuance of common stock | 3,811 | 1,159 |
Proceeds from issuance of long-term debt | 108,782 | 110,225 |
Payments on long-term debt | -117,772 | -96,634 |
Proceeds from industrial assistant grants | 0 | 900 |
Excess tax benefits from stock-based compensation | 243 | 145 |
Contingent payments related to acquisitions | -55 | -60 |
Payment of taxes related to an exchange of common stock | -220 | -21 |
Net cash (used in) provided by financing activities | -5,211 | 15,714 |
EFFECT OF EXCHANGE RATES ON CASH | -809 | 164 |
NET DECREASE IN CASH AND CASH EQUIVALENTS | -1,021 | -604 |
CASH AND CASH EQUIVALENTS: | ' | ' |
Beginning of period | 7,459 | 9,719 |
End of period | 6,438 | 9,115 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ' | ' |
Interest (net of capitalized interest of $294 and $797, respectively) | 7,204 | 5,381 |
Income taxes | 2,679 | 2,024 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ' | ' |
Property and equipment purchases in accounts payable | 3,853 | 5,340 |
Merit common stock surrendered (108 and 45 shares, respectively) in exchange for exercise of stock options | $1,641 | $452 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 |
Statement of Cash Flows [Abstract] | ' | ' |
Net capitalized interest | $294 | $797 |
Company's common stock surrendered in exchange for the exercise of stock options (in shares) | 108,000 | 45,000 |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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 September 30, 2014 and our results of operations and cash flows for the three and nine-month periods ended September 30, 2014 and 2013. The results of operations for the three and nine-month periods ended September 30, 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") on March 12, 2014 (the "2013 Form 10-K"). |
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories. Inventories are stated at the lower of cost or market. Inventories at September 30, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Finished goods | $ | 50,439 | $ | 43,364 | ||||
Work-in-process | 11,927 | 6,222 | ||||||
Raw materials | 30,565 | 32,792 | ||||||
Total | $ | 92,931 | $ | 82,378 | ||||
Stockbased_Compensation
Stock-based Compensation | 9 Months Ended | |||||||||||||||
Sep. 30, 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 and nine-month periods ended September 30, 2014 and 2013, consisted of the following (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of goods sold | $ | 19 | $ | 18 | 109 | $ | 98 | |||||||||
Research and development | 24 | 20 | 57 | 69 | ||||||||||||
Selling, general, and administrative | 298 | 251 | 838 | 905 | ||||||||||||
Stock-based compensation expense before taxes | $ | 341 | $ | 289 | $ | 1,004 | $ | 1,072 | ||||||||
As of September 30, 2014, the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $3.3 million and is expected to be recognized over a weighted average period of 3.0 years. | ||||||||||||||||
During the three months ended September 30, 2014, we did not grant any stock-based awards. During the nine months ended September 30, 2014, we granted awards representing 125,000 shares of our common stock. During the three and nine months ended September 30, 2013, we granted awards representing 172,500 and 347,500 shares, respectively, 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: | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Risk-free interest rate | 1.97% | 0.65% - 1.16% | ||||||||||||||
Expected option life | 5.5 years | 4.2 - 6.0 years | ||||||||||||||
Expected dividend yield | —% | —% | ||||||||||||||
Expected price volatility | 36.90% | 34.08% - 41.67% | ||||||||||||||
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, 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): | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Net | Shares | Per Share | Net | Shares | Per Share | |||||||||||||||||
Income | Amount | Income | Amount | |||||||||||||||||||
Period ended September 30, 2014 | ||||||||||||||||||||||
Basic EPS | $ | 7,764 | 43,229 | $0.18 | $ | 14,303 | 43,053 | $0.33 | ||||||||||||||
Effect of dilutive stock options and warrants | 169 | 262 | ||||||||||||||||||||
Diluted EPS | $ | 7,764 | 43,398 | $0.18 | $ | 14,303 | 43,315 | $0.33 | ||||||||||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,173 | 1,427 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Acquisitions
Acquisitions | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||
Acquisitions | ' | |||||||||||||||
Acquisitions. On August 8, 2014, we entered into a license agreement and a distribution agreement with a medical device company for the right to manufacture and sell certain percutaneous transluminal angioplasty balloon catheter products. As of September 30, 2014, we had paid $2.0 million in connection with these two agreements. We are obligated to pay an additional $5.0 million if certain milestones set forth in the license agreement are reached. We accounted for the transaction as an asset purchase. Of the purchase price paid as of September 30, 2014, $200,000 was allocated to a distribution agreement asset, which we intend to amortize over a period of 5 years, and $1.8 million was allocated to a license agreement asset, which we intend to amortize over a period of 10 years. | ||||||||||||||||
On July 15, 2014, we entered into a purchase agreement to acquire certain assets from a limited liability company. In connection with this agreement, we paid approximately $752,000. The primary assets acquired from this entity were manufacturing and export licenses. We accounted for the transaction as an asset purchase. We recorded the amount paid on the closing date as a license agreement asset, which we intend to amortize over a period of 10 years. | ||||||||||||||||
On May 8, 2014, we purchased 737,628 shares of the common stock of G Medix, Inc., a Minnesota corporation ("G Medix"), for an aggregate price of approximately $1.8 million. Our purchase of the G Medix shares, which represents an ownership interest in G Medix of approximately 19%, has been accounted for at cost. We made a refundable advance to G Medix of $350,000 in 2013 that was credited against the final purchase amount, resulting in $1.45 million of cash purchase price paid to G Medix during 2014. G Medix develops catheter-based therapeutic devices. | ||||||||||||||||
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 2013 Form 10-K, were not material. The results of operations related to the Datascope 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 do not split out sales costs related to Datascope products, principally because our sales representatives sell multiple products (including Datascope products) in the cardiovascular business segment. The total purchase price was 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 are amortizing developed technology over ten 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 ten 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 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 are amortizing developed technology over ten 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 consisted primarily of loan origination fees that we intend to amortize over the remaining contract term of our Credit Agreement, which matures on December 19, 2017. | ||||||||||||||||
The following table summarizes our unaudited consolidated results of operations for the three and nine-month periods ended September 30, 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 | Nine Months Ended | |||||||||||||||
30-Sep-13 | 30-Sep-13 | |||||||||||||||
As Reported | Pro Forma | As Reported | Pro Forma | |||||||||||||
Net sales | $ | 115,210 | $ | 116,971 | $ | 329,033 | $ | 334,317 | ||||||||
Net income | 5,607 | 5,788 | 10,030 | 10,572 | ||||||||||||
Earnings per common share: | ||||||||||||||||
Basic | $ | 0.13 | $ | 0.14 | $ | 0.24 | $ | 0.25 | ||||||||
Diluted | $ | 0.13 | $ | 0.14 | $ | 0.23 | $ | 0.25 | ||||||||
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 pro forma effect of the Radial Assist acquisition, as we do not deem the pro forma effect of the Radial Assist transaction to be material. | ||||||||||||||||
The goodwill arising from the acquisitions discussed above consists largely of the synergies and economies of scale we expect 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, 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. 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, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | ||||||||||||||||
Cardiovascular | $ | 124,191 | $ | 110,859 | 363,767 | $ | 316,566 | |||||||||
Endoscopy | 4,617 | 4,351 | 13,142 | 12,467 | ||||||||||||
Total Revenues | 128,808 | 115,210 | 376,909 | 329,033 | ||||||||||||
Operating income | ||||||||||||||||
Cardiovascular | 11,520 | 7,753 | 25,216 | 16,031 | ||||||||||||
Endoscopy | 556 | 638 | 733 | 897 | ||||||||||||
Total operating income | $ | 12,076 | $ | 8,391 | $ | 25,949 | $ | 16,928 | ||||||||
Recent_Accounting_Pronouncemen
Recent Accounting Pronouncements (Notes) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Changes and Error Corrections [Abstract] | ' |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements. In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (ASU) 2014-15, which requires management to assess, at each annual and interim reporting period, the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and provide related disclosures. The guidance is effective for the year ended December 31, 2016, with early adoption permitted. We have assessed the impact of this standard and do not believe that it will have a material impact on our consolidated financial statements or disclosures upon adoption. | |
In May 2014, the FASB issued authoritative guidance amending the FASB Accounting Standards Codification and creating a new Topic 606, Revenue from Contracts with Customers. The new guidance clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP applicable to revenue transactions. This guidance provides that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The existing industry guidance will be eliminated when the new guidance becomes effective and annual disclosures will be substantially revised. The amendments in the new guidance are effective for annual reporting periods beginning after December 15, 2016, including interim periods within those reporting periods. Early application is not permitted. We intend to adopt the new standard effective January 1, 2017. This update provides for two transition methods to the new guidance: a full retrospective or a modified retrospective adoption. We are evaluating the transition methods and the anticipated impact the application of this guidance will have on our financial position, results of operations and cash flows. | |
In July 2013, the 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 carry-forward, a similar tax loss, or a tax credit carry-forward. 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. |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
Income Taxes. Our overall effective tax rate for the three months ended September 30, 2014 was 24.3% compared to 12.9% for the corresponding period of 2013. For the nine months ended September 30, 2014, our overall effective tax rate was 25.6%, compared to 14.0% for the corresponding period of 2013. The increase in the effective tax rate for the three and nine-month periods ended September 30, 2014 was primarily attributable to the increase in income before income taxes, resulting in a relatively lower impact of certain discrete tax benefits during the three and nine-month periods ended September 30, 2014 compared to the corresponding periods of 2013. Additionally, the effective income tax rates for the three and nine month periods ended September 30, 2014, compared to the corresponding periods of 2013, were higher as a result of a higher mix of earnings from our U.S. operations, which are taxed at a higher rate than our foreign operations. |
Longterm_Debt
Long-term Debt | 9 Months Ended | |||||||
Sep. 30, 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 our term loan, all revolving credit loans, and all swingline loans in whole or in part, subject to certain minimum thresholds, without premium or penalty, other than breakage costs. As of September 30, 2014, Wells Fargo was the sole Lender under the Credit Agreement. | ||||||||
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 bore 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 bore 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 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 September 30, 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 September 30, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Term loan | $ | 85,000 | $ | 92,500 | ||||
Revolving credit loans | 155,484 | 156,354 | ||||||
Total long-term debt | 240,484 | 248,854 | ||||||
Less current portion | 10,000 | 10,000 | ||||||
Long-term portion | $ | 230,484 | $ | 238,854 | ||||
Future minimum principal payments on our long-term debt as of September 30, 2014, were as follows (in thousands): | ||||||||
Years Ending | Future Minimum | |||||||
December 31 | Principal Payments | |||||||
2014 | $ | 2,500 | ||||||
2015 | 10,000 | |||||||
2016 | 10,000 | |||||||
2017 | 217,984 | |||||||
Total future minimum principal payments | $ | 240,484 | ||||||
As of September 30, 2014, we had outstanding borrowings of approximately $240.5 million under the Credit Agreement, with available borrowings of approximately $19.1 million, based on the leverage ratio in the terms of the Credit Agreement. Our interest rate as of September 30, 2014 was a fixed rate of 3.23% on $141.3 million as a result of an interest rate swap (see Note 10), a variable floating rate of 2.41% on $39.7 million and a variable floating rate of 2.49% on approximately $59.5 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 | 9 Months Ended |
Sep. 30, 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). On a monthly basis, under both the interest rate swap and the underlying debt, the interest rate is reset, the swap is settled with the counterparty and interest is paid. 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 September 30, 2014, our interest rate swap qualified as a cash flow hedge. The fair value of our interest rate swap at September 30, 2014 was an asset of approximately $1,137,000, which was offset by approximately $442,000 in deferred taxes. During the three and nine-month periods ended September 30, 2014, 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 August 29, 2014, we forecasted a net foreign currency exposure for September 30, 2014 (representing GBP-denominated receivables and Euro-denominated payables) of approximately 1,218,000 Euros and 741,000 GBPs. In order to partially offset such risks, at August 29, 2014 we entered into a 30-day forward contract for the Euro and GBP with a notional amount of approximately 1,218,000 Euros and notional amount of 741,000 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 and nine-month periods ended September 30, 2014 and 2013 of all forward contracts, and the fair value of our open positions as of September 30, 2014, were not material. |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements. Our financial assets carried at fair value measured on a recurring basis as of September 30, 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 | 30-Sep-14 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | 1,137 | $ | — | $ | 1,137 | $ | — | |||||||||
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. The contingent consideration liability is re-measured at the estimated fair value at each reporting period with the change in fair value recognized as contingent consideration benefit 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 and nine-month periods ended September 30, 2014 and 2013, were as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Beginning balance | $ | 2,507 | $ | 6,692 | $ | 2,526 | $ | 6,697 | |||||||||
Fair value adjustments recorded to expense during the period | (773 | ) | (4,108 | ) | (754 | ) | (4,075 | ) | |||||||||
Contingent payments made | (17 | ) | (22 | ) | (55 | ) | (60 | ) | |||||||||
Ending balance | $ | 1,717 | $ | 2,562 | $ | 1,717 | $ | 2,562 | |||||||||
The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at September 30, 2014 (in thousands): | |||||||||||||||||
Contingent consideration liability | Fair value at September 30, 2014 | Valuation technique | Unobservable inputs | Range | |||||||||||||
Revenue-based payments | $ | 1,462 | Discounted cash flow | Discount rate | 1% - 14% | ||||||||||||
Probability of milestone payment | 90% | ||||||||||||||||
Projected year of payments | 2014-2028 | ||||||||||||||||
Other payments | $ | 255 | Discounted cash flow | Discount rate | 5% | ||||||||||||
Probability of milestone payment | 100% | ||||||||||||||||
Projected year of payments | 2015-2016 | ||||||||||||||||
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. 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 September 30, 2014, approximately $1.4 million was included in other long-term obligations and $365,000 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. See Note 12 for further information regarding the $874,000 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 the three and nine-month periods ended September 30, 2014, we had losses of approximately $1.2 million and $1.4 million, respectively, compared to $8.1 million and $8.2 million for the corresponding three and nine-month periods ended September 30, 2013, respectively, related to the measurement of non-financial assets at fair value on a nonrecurring 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, 2014, approximately $1.1 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, 2014 were approximately $447,000 for developed technology. Determining the fair value is judgmental in nature and requires the use of significant estimates and assumptions, which are 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, 2014. | |||||||||||||||||
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, which are valued using Level 1 inputs. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Goodwill and Intangible Assets | ' | |||||||||||
Goodwill and Intangible Assets. Other intangible assets as of September 30, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||||||
30-Sep-14 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 9,921 | $ | (2,104 | ) | $ | 7,817 | |||||
Distribution agreements | 5,376 | (2,139 | ) | 3,237 | ||||||||
License agreements | 6,327 | (1,664 | ) | 4,663 | ||||||||
Trademarks | 7,313 | (1,961 | ) | 5,352 | ||||||||
Covenants not to compete | 1,029 | (577 | ) | 452 | ||||||||
Customer lists | 20,473 | (12,649 | ) | 7,824 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 50,706 | $ | (21,361 | ) | $ | 29,345 | |||||
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 related to developed technology and other intangible assets for the three and nine-month periods ended September 30, 2014 was approximately $3.8 million and $11.2 million, respectively, and approximately $3.4 million and $10.4 million for the three and nine-month periods ending September 30, 2013, respectively. | ||||||||||||
Estimated amortization expense for developed technology and other intangible assets for the next five years consists of the following as of September 30, 2014 (in thousands): | ||||||||||||
Year Ending December 31 | ||||||||||||
Remaining 2014 | $ | 3,821 | ||||||||||
2015 | 15,031 | |||||||||||
2016 | 14,303 | |||||||||||
2017 | 13,898 | |||||||||||
2018 | 13,369 | |||||||||||
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 to the undiscounted cash flows expected to result from our operation of the Ostial asset group, and we 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, 2014, we recorded an impairment charge of approximately $1.1 million, which was offset by approximately $874,000 of fair value reductions to the contingent consideration liability. 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. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 filed suit 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 we entered into with Specialized Health Products, Inc., which was subsequently acquired by Bard. On October 30, 2014, we settled the dispute and dismissed all claims with prejudice. Under the terms of the settlement agreement, Bard Access Systems granted Merit a non-exclusive, worldwide license to manufacture and distribute the SecureLoc® Safety Introducer Needle under our own trademark, and a covenant not to sue us for the term of all patents covering the SecureLoc®. | |
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. |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory | ' | |||||||
Inventories at September 30, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Finished goods | $ | 50,439 | $ | 43,364 | ||||
Work-in-process | 11,927 | 6,222 | ||||||
Raw materials | 30,565 | 32,792 | ||||||
Total | $ | 92,931 | $ | 82,378 | ||||
Stockbased_Compensation_Tables
Stock-based Compensation (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 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 and nine-month periods ended September 30, 2014 and 2013, consisted of the following (in thousands): | ||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Cost of goods sold | $ | 19 | $ | 18 | 109 | $ | 98 | |||||||||
Research and development | 24 | 20 | 57 | 69 | ||||||||||||
Selling, general, and administrative | 298 | 251 | 838 | 905 | ||||||||||||
Stock-based compensation expense before taxes | $ | 341 | $ | 289 | $ | 1,004 | $ | 1,072 | ||||||||
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: | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Risk-free interest rate | 1.97% | 0.65% - 1.16% | ||||||||||||||
Expected option life | 5.5 years | 4.2 - 6.0 years | ||||||||||||||
Expected dividend yield | —% | —% | ||||||||||||||
Expected price volatility | 36.90% | 34.08% - 41.67% |
Earnings_Per_Common_Share_EPS_
Earnings Per Common Share (EPS) (Tables) | 9 Months Ended | |||||||||||||||||||||
Sep. 30, 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): | ||||||||||||||||||||||
Three Months | Nine Months | |||||||||||||||||||||
Net | Shares | Per Share | Net | Shares | Per Share | |||||||||||||||||
Income | Amount | Income | Amount | |||||||||||||||||||
Period ended September 30, 2014 | ||||||||||||||||||||||
Basic EPS | $ | 7,764 | 43,229 | $0.18 | $ | 14,303 | 43,053 | $0.33 | ||||||||||||||
Effect of dilutive stock options and warrants | 169 | 262 | ||||||||||||||||||||
Diluted EPS | $ | 7,764 | 43,398 | $0.18 | $ | 14,303 | 43,315 | $0.33 | ||||||||||||||
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive | 1,173 | 1,427 | ||||||||||||||||||||
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 | ||||||||||||||||||||
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | |||||||||||||||
Sep. 30, 2014 | ||||||||||||||||
Datascope | ' | |||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||||||||||
The total purchase price was 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 and nine-month periods ended September 30, 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 | Nine Months Ended | |||||||||||||||
30-Sep-13 | 30-Sep-13 | |||||||||||||||
As Reported | Pro Forma | As Reported | Pro Forma | |||||||||||||
Net sales | $ | 115,210 | $ | 116,971 | $ | 329,033 | $ | 334,317 | ||||||||
Net income | 5,607 | 5,788 | 10,030 | 10,572 | ||||||||||||
Earnings per common share: | ||||||||||||||||
Basic | $ | 0.13 | $ | 0.14 | $ | 0.24 | $ | 0.25 | ||||||||
Diluted | $ | 0.13 | $ | 0.14 | $ | 0.23 | $ | 0.25 | ||||||||
Radial Assist | ' | |||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | ' | |||||||||||||||
The total purchase price was 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) | 9 Months Ended | |||||||||||||||
Sep. 30, 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 | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||
Revenues | ||||||||||||||||
Cardiovascular | $ | 124,191 | $ | 110,859 | 363,767 | $ | 316,566 | |||||||||
Endoscopy | 4,617 | 4,351 | 13,142 | 12,467 | ||||||||||||
Total Revenues | 128,808 | 115,210 | 376,909 | 329,033 | ||||||||||||
Operating income | ||||||||||||||||
Cardiovascular | 11,520 | 7,753 | 25,216 | 16,031 | ||||||||||||
Endoscopy | 556 | 638 | 733 | 897 | ||||||||||||
Total operating income | $ | 12,076 | $ | 8,391 | $ | 25,949 | $ | 16,928 | ||||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 9 Months Ended | |||||||
Sep. 30, 2014 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Long-term Debt Instruments | ' | |||||||
In summary, principal balances under our long-term debt as of September 30, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||
30-Sep-14 | 31-Dec-13 | |||||||
Term loan | $ | 85,000 | $ | 92,500 | ||||
Revolving credit loans | 155,484 | 156,354 | ||||||
Total long-term debt | 240,484 | 248,854 | ||||||
Less current portion | 10,000 | 10,000 | ||||||
Long-term portion | $ | 230,484 | $ | 238,854 | ||||
Schedule of Maturities of Long-term Debt | ' | |||||||
Future minimum principal payments on our long-term debt as of September 30, 2014, were as follows (in thousands): | ||||||||
Years Ending | Future Minimum | |||||||
December 31 | Principal Payments | |||||||
2014 | $ | 2,500 | ||||||
2015 | 10,000 | |||||||
2016 | 10,000 | |||||||
2017 | 217,984 | |||||||
Total future minimum principal payments | $ | 240,484 | ||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | ' | ||||||||||||||||
Our financial assets carried at fair value measured on a recurring basis as of September 30, 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 | 30-Sep-14 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Interest rate swap (1) | $ | 1,137 | $ | — | $ | 1,137 | $ | — | |||||||||
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 and nine-month periods ended September 30, 2014 and 2013, were as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Beginning balance | $ | 2,507 | $ | 6,692 | $ | 2,526 | $ | 6,697 | |||||||||
Fair value adjustments recorded to expense during the period | (773 | ) | (4,108 | ) | (754 | ) | (4,075 | ) | |||||||||
Contingent payments made | (17 | ) | (22 | ) | (55 | ) | (60 | ) | |||||||||
Ending balance | $ | 1,717 | $ | 2,562 | $ | 1,717 | $ | 2,562 | |||||||||
Fair Value Inputs, Liabilities, Quantitative Information | ' | ||||||||||||||||
The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at September 30, 2014 (in thousands): | |||||||||||||||||
Contingent consideration liability | Fair value at September 30, 2014 | Valuation technique | Unobservable inputs | Range | |||||||||||||
Revenue-based payments | $ | 1,462 | Discounted cash flow | Discount rate | 1% - 14% | ||||||||||||
Probability of milestone payment | 90% | ||||||||||||||||
Projected year of payments | 2014-2028 | ||||||||||||||||
Other payments | $ | 255 | Discounted cash flow | Discount rate | 5% | ||||||||||||
Probability of milestone payment | 100% | ||||||||||||||||
Projected year of payments | 2015-2016 |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||
Sep. 30, 2014 | ||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||
Other intangible assets | ' | |||||||||||
Other intangible assets as of September 30, 2014 and December 31, 2013, consisted of the following (in thousands): | ||||||||||||
30-Sep-14 | ||||||||||||
Gross Carrying | Accumulated | Net Carrying | ||||||||||
Amount | Amortization | Amount | ||||||||||
Patents | $ | 9,921 | $ | (2,104 | ) | $ | 7,817 | |||||
Distribution agreements | 5,376 | (2,139 | ) | 3,237 | ||||||||
License agreements | 6,327 | (1,664 | ) | 4,663 | ||||||||
Trademarks | 7,313 | (1,961 | ) | 5,352 | ||||||||
Covenants not to compete | 1,029 | (577 | ) | 452 | ||||||||
Customer lists | 20,473 | (12,649 | ) | 7,824 | ||||||||
Royalty agreements | 267 | (267 | ) | — | ||||||||
Total | $ | 50,706 | $ | (21,361 | ) | $ | 29,345 | |||||
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 developed technology and other intangible assets for the next five years consists of the following as of September 30, 2014 (in thousands): | ||||||||||||
Year Ending December 31 | ||||||||||||
Remaining 2014 | $ | 3,821 | ||||||||||
2015 | 15,031 | |||||||||||
2016 | 14,303 | |||||||||||
2017 | 13,898 | |||||||||||
2018 | 13,369 | |||||||||||
Inventories_Details
Inventories (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Finished goods | $50,439 | $43,364 |
Work-in-process | 11,927 | 6,222 |
Raw materials | 30,565 | 32,792 |
Total | $92,931 | $82,378 |
Stockbased_Compensation_Alloca
Stock-based Compensation - Allocation of Recognized Period Costs (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | $341 | $289 | $1,004 | $1,072 |
Cost of goods sold | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | 19 | 18 | 109 | 98 |
Research and development | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | 24 | 20 | 57 | 69 |
Selling, general, and administrative | ' | ' | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Allocated Share-based Compensation Expense | $298 | $251 | $838 | $905 |
Stockbased_Compensation_Fair_V
Stock-based Compensation - Fair Value Calculation Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate, minimum | 1.97% | 0.65% |
Risk-free interest rate, maximum | ' | 1.16% |
Expected option life | '5 years 6 months | ' |
Expected dividend yield | 0.00% | 0.00% |
Expected price volatility, minimum | 36.90% | 34.08% |
Expected price volatility, maximum | ' | 41.67% |
Minimum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected option life | ' | '4 years 2 months 12 days |
Maximum | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected option life | ' | '6 years |
Stockbased_Compensation_Stockb
Stock-based Compensation - Stock-based Compensation (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
In Millions, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | ' | $3.30 | ' |
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 | 172,500 | 125,000 | 347,500 |
Earnings_Per_Common_Share_EPS_1
Earnings Per Common Share (EPS) (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Earnings Per Share, Basic and Diluted [Abstract] | ' | ' | ' | ' |
Net Income, Basic EPS | $7,764 | $5,607 | $14,303 | $10,030 |
Shares, Basic EPS | 43,229,000 | 42,596,000 | 43,053,000 | 42,560,000 |
Basic (in dollars per share) | $0.18 | $0.13 | $0.33 | $0.24 |
Effect of dilutive stock options and warrants | 169,000 | 276,000 | 262,000 | 233,000 |
Net Income, Diluted EPS | $7,764 | $5,607 | $14,303 | $10,030 |
Shares, Diluted EPS | 43,398,000 | 42,872,000 | 43,315,000 | 42,793,000 |
Diluted (in dollars per share) | $0.18 | $0.13 | $0.33 | $0.23 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,173,000 | 1,857,000 | 1,427,000 | 2,125,000 |
Acquisitions_Purchase_Price_Al
Acquisitions - Purchase Price Allocation (Details) (USD $) | Sep. 30, 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 | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Business Combinations [Abstract] | ' | ' | ' | ' |
Revenues | $128,808 | $115,210 | $376,909 | $329,033 |
Sales, Pro Forma | ' | 116,971 | ' | 334,317 |
Net income | 7,764 | 5,607 | 14,303 | 10,030 |
Net income, Pro Forma | ' | $5,788 | ' | $10,572 |
EARNINGS PER COMMON SHARE: | ' | ' | ' | ' |
Earnings per common share: basic (in dollars per share) | $0.18 | $0.13 | $0.33 | $0.24 |
Earnings per common share: basic, Pro Forma (in dollars per share) | ' | $0.14 | ' | $0.25 |
Earnings per common share: diluted (in dollars per share) | $0.18 | $0.13 | $0.33 | $0.23 |
Earnings per common share: diluted, Pro Forma (in dollars per share) | ' | $0.14 | ' | $0.25 |
Acquisitions_Narrative_Details
Acquisitions - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Jul. 15, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Aug. 08, 2014 | Sep. 30, 2014 | Dec. 31, 2012 | 8-May-14 | Oct. 04, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Aug. 08, 2014 | Sep. 30, 2014 | Aug. 08, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Jul. 15, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 04, 2013 | |
GMedix [Member] | GMedix [Member] | GMedix [Member] | Datascope | Datascope | Radial Assist | Distribution Rights [Member] | Distribution Rights [Member] | Developed technology | Developed technology | Developed technology | Developed technology | License agreements | Customer Lists | Customer Lists | Trademarks | Trademarks | Wells Fargo Credit Agreement | ||||||
Datascope | Radial Assist | Datascope | Radial Assist | Datascope | Radial Assist | ||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire intangible assets | ' | $2,000,000 | $1,368,000 | $1,143,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional consideration due if certain milestone are met | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible asset | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | '10 years | ' | '10 years | '10 years | '10 years | '6 years | '6 years | '15 years | '15 years | ' |
Payments to Acquire Investments | 752,000 | ' | ' | ' | ' | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments, Interest Acquired, Number of Units | ' | ' | ' | ' | ' | ' | ' | 737,628 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | 19.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | ' | ' | 4,202,000 | 1,000,000 | ' | 1,450,000 | 350,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to acquire businesses | ' | ' | ' | ' | ' | ' | ' | ' | 27,500,000 | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income before tax | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | 191,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | '10 years 0 months 27 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt issuance costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $798,000 |
Segment_Reporting_Sales_by_Bus
Segment Reporting - Sales by Business Segment (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues | $128,808 | $115,210 | $376,909 | $329,033 |
Operating Income (Loss) | 12,076 | 8,391 | 25,949 | 16,928 |
Cardiovascular Segment | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues | 124,191 | 110,859 | 363,767 | 316,566 |
Operating Income (Loss) | 11,520 | 7,753 | 25,216 | 16,031 |
Endoscopy Segment | ' | ' | ' | ' |
Revenue from External Customer [Line Items] | ' | ' | ' | ' |
Revenues | 4,617 | 4,351 | 13,142 | 12,467 |
Operating Income (Loss) | $556 | $638 | $733 | $897 |
Income_Taxes_Narrative_Details
Income Taxes - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' | ' | ' | ' |
Effective tax rate | 24.30% | 12.90% | 25.60% | 14.00% |
Longterm_Debt_Narrative_Detail
Long-term Debt - Narrative (Details) (USD $) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 19, 2012 | Sep. 30, 2014 | Dec. 19, 2012 | Sep. 30, 2014 | Dec. 19, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Oct. 04, 2013 | Sep. 30, 2010 | Dec. 19, 2012 | Sep. 30, 2014 | Dec. 19, 2012 | Sep. 30, 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 | $240,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 | 19,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 3.23% | 4.23% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Fixed Interest, Amount | 141,300,000 | 145,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.41% | 3.42% | 2.49% | 3.50% | ' | ' | ' | ' | ' | ' |
Long-term Debt, Percentage Bearing Variable Interest, Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | $39,700,000 | $101,500,000 | $59,484,000 | $2,354,000 | ' | ' | ' | ' | ' | ' |
Longterm_Debt_Principal_Balanc
Long-term Debt - Principal Balances under Long-term Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Line of Credit Facility [Line Items] | ' | ' |
Total long-term debt | $240,484 | $248,854 |
Less current portion | 10,000 | 10,000 |
Long-term portion | 230,484 | 238,854 |
Term Loan | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Total long-term debt | 85,000 | 92,500 |
Revolving Credit Facility | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Total long-term debt | $155,484 | $156,354 |
Longterm_Debt_Future_Minimum_P
Long-term Debt - Future Minimum Payments on Long-term Debt (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
2014 | $2,500 | ' |
2015 | 10,000 | ' |
2016 | 10,000 | ' |
2017 | 217,984 | ' |
Total long-term debt | $240,484 | $248,854 |
Derivatives_Interest_Rate_Swap
Derivatives - Interest Rate Swap (Details) (USD $) | Sep. 30, 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 | 1,137,000 | ' |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax | $442,000 | ' |
Derivatives_Foreign_Currency_F
Derivatives - Foreign Currency Forward Contracts (Details) | 0 Months Ended | |
In Thousands, unless otherwise specified | 30-May-14 | 30-May-14 |
30 Day Forward Contract EURO | 30 Day Forward Contract GBP | |
EUR (€) | GBP (£) | |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative, Notional Amount | € 1,218 | £ 741 |
Forward Contract Term | '30 days | '30 days |
Fair_Value_Measurements_Financ
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 | |
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 | $1,137 | ' | |
Fair Value, Measurements, Recurring | Estimate of Fair Value, Fair Value Disclosure | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Interest Rate Cash Flow Hedge Asset at Fair Value | 1,137 | [1] | 1,203 |
Fair Value, Measurements, Recurring | 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, Measurements, Recurring | Fair Value, Inputs, Level 2 | ' | ' | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | |
Interest Rate Cash Flow Hedge Asset at Fair Value | 1,137 | [1] | 1,203 |
Fair Value, Measurements, Recurring | 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 | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 |
Contingent Consideration | ' | ' | ' | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' | ' | ' |
Beginning balance | $2,507 | $6,692 | $2,526 | $6,697 |
Fair value adjustments recorded to expense during the period | -773 | -4,108 | -754 | -4,075 |
Contingent payments made | -17 | -22 | -55 | -60 |
Ending balance | $1,717 | $2,562 | $1,717 | $2,562 |
Fair_Value_Measurements_Fair_V
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) (Contingent Consideration, USD $) | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 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 | ' | ' | ' | ' | ' | ' | 5.00% | 1.00% | 14.00% | ' | ' | ' | ' |
Contingent consideration liability | $1,717 | $2,507 | $2,526 | $2,562 | $6,692 | $6,697 | ' | ' | ' | $1,462 | ' | $255 | ' |
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 | |||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Other Long-term Obligations | Other Long-term Obligations | Accrued Liabilities | Accrued Liabilities | Ostial Solutions, LLC [Member] | Ostial Solutions, LLC [Member] | |||||
Developed technology | ||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Asset Impairment Charges | $1,241,000 | $8,100,000 | $1,360,000 | $8,200,000 | ' | ' | ' | ' | ' | ' |
Contingent consideration liability | ' | ' | ' | ' | 1,400,000 | 2,300,000 | ' | ' | ' | ' |
Contingent consideration liability | ' | ' | ' | ' | ' | ' | 365,000 | 274,000 | ' | ' |
Fair value reductions to contingent consideration liability | 874,000 | 3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets impairment charge | 1,102,000 | 8,089,000 | 1,102,000 | 8,089,000 | ' | ' | ' | ' | 1,100,000 | ' |
Fair value of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | $447,000 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets - Other Intangible Assets (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | $50,706 | $47,805 |
Accumulated Amortization | -21,361 | -18,870 |
Net Carrying Amount | 29,345 | 28,935 |
Patents | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 9,921 | 9,302 |
Accumulated Amortization | -2,104 | -2,374 |
Net Carrying Amount | 7,817 | 6,928 |
Distribution agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 5,376 | 5,176 |
Accumulated Amortization | -2,139 | -1,780 |
Net Carrying Amount | 3,237 | 3,396 |
License agreements and trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 6,327 | 3,783 |
Accumulated Amortization | -1,664 | -1,249 |
Net Carrying Amount | 4,663 | 2,534 |
Trademarks | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 7,313 | 7,622 |
Accumulated Amortization | -1,961 | -1,844 |
Net Carrying Amount | 5,352 | 5,778 |
Non-compete agreements | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 1,029 | 1,029 |
Accumulated Amortization | -577 | -399 |
Net Carrying Amount | 452 | 630 |
Customer lists | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Finite-Lived Intangible Assets, Gross | 20,473 | 20,626 |
Accumulated Amortization | -12,649 | -10,957 |
Net Carrying Amount | 7,824 | 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 $) | Sep. 30, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
2014 | $3,821 |
2015 | 15,031 |
2016 | 14,303 |
2017 | 13,898 |
2018 | $13,369 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' | ' | ' |
Aggregate amortization expense | $3,800,000 | $3,400,000 | $11,200,000 | $10,400,000 |
Intangible assets impairment charge | 1,102,000 | 8,089,000 | 1,102,000 | 8,089,000 |
Fair value reductions to contingent consideration liability | $874,000 | $3,800,000 | ' | ' |