Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 05, 2016 | |
Document Information [Abstract] | ||
Entity Registrant Name | MERIT MEDICAL SYSTEMS INC | |
Entity Central Index Key | 856,982 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 44,309,320 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 5,162 | $ 4,177 |
Trade receivables — net of allowance for uncollectible accounts — 2016 — $1,451 and 2015 — $1,297 | 71,574 | 70,292 |
Employee receivables | 263 | 217 |
Other receivables | 5,501 | 6,799 |
Inventories | 110,726 | 105,999 |
Prepaid expenses | 6,181 | 5,634 |
Prepaid income taxes | 3,049 | 2,955 |
Deferred income tax assets | 7,049 | 7,025 |
Income tax refund receivables | 504 | 905 |
Total current assets | 210,009 | 204,003 |
PROPERTY AND EQUIPMENT: | ||
Land and land improvements | 19,464 | 19,307 |
Buildings | 137,890 | 136,595 |
Manufacturing equipment | 161,503 | 158,775 |
Furniture and fixtures | 40,904 | 39,301 |
Leasehold improvements | 28,350 | 27,561 |
Construction-in-progress | 30,837 | 26,292 |
Total property and equipment | 418,948 | 407,831 |
Less accumulated depreciation | (146,057) | (140,053) |
Property and equipment — net | 272,891 | 267,778 |
OTHER ASSETS: | ||
Goodwill | 187,047 | 184,472 |
Other assets | 13,664 | 13,121 |
Total other assets | 320,520 | 306,947 |
TOTAL | 803,420 | 778,728 |
CURRENT LIABILITIES: | ||
Trade payables | 39,104 | 37,977 |
Accrued expenses | 33,866 | 37,846 |
Current portion of long-term debt | 10,000 | 10,000 |
Advances from employees | 207 | 589 |
Income taxes payable | 2,145 | 1,498 |
Total current liabilities | 85,322 | 87,910 |
LONG-TERM DEBT | 218,402 | 197,593 |
DEFERRED INCOME TAX LIABILITIES | 11,099 | 10,985 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 768 | 768 |
DEFERRED COMPENSATION PAYABLE | 8,195 | 8,500 |
DEFERRED CREDITS | 2,678 | 2,721 |
OTHER LONG-TERM OBLIGATIONS | 4,632 | 4,148 |
Total liabilities | $ 331,096 | $ 312,625 |
COMMITMENTS AND CONTINGENCIES (Notes 5, 9, 10, and 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock — 5,000 shares authorized as of March 31, 2016 and December 31, 2015; no shares issued | ||
Common stock, no par value; shares authorized — 100,000; issued and outstanding as of March 31, 2016 - 44,303 and December 31, 2015 - 44,267 | $ 199,003 | $ 197,826 |
Retained earnings | 278,115 | 273,764 |
Accumulated other comprehensive loss | (4,794) | (5,487) |
Total stockholders’ equity | 472,324 | 466,103 |
TOTAL | 803,420 | 778,728 |
Developed technology — net of accumulated amortization — 2016 — $41,290 and 2015 — $38,497 | ||
OTHER ASSETS: | ||
Intangible Assets | 79,168 | 69,861 |
Other — net of accumulated amortization — 2016 — $27,605 and 2015 — $26,603 | ||
OTHER ASSETS: | ||
Intangible Assets | $ 40,641 | $ 39,493 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Trade receivables, allowances | $ 1,451 | $ 1,297 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Common stock par value (in USD per share) | ||
Common stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock shares issued (in shares) | 44,303,000 | 44,267,000 |
Common stock shares outstanding (in shares) | 44,303,000 | 44,267,000 |
Other | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 27,605 | $ 26,603 |
Developed technology | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 41,290 | $ 38,497 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | ||
NET SALES | $ 138,077 | $ 129,577 |
COST OF SALES | 77,977 | 74,194 |
GROSS PROFIT | 60,100 | 55,383 |
OPERATING EXPENSES: | ||
Selling, general and administrative | 41,704 | 36,885 |
Research and development | 10,588 | 9,672 |
Contingent consideration expense | 102 | 122 |
Total operating expenses | 52,394 | 46,679 |
INCOME FROM OPERATIONS | 7,706 | 8,704 |
OTHER INCOME (EXPENSE): | ||
Interest income | 9 | 53 |
Interest expense | (1,329) | (1,574) |
Other income (expense) — net | (480) | 280 |
Other expense — net | (1,800) | (1,241) |
INCOME BEFORE INCOME TAXES | 5,906 | 7,463 |
INCOME TAX EXPENSE | 1,555 | 2,289 |
NET INCOME | $ 4,351 | $ 5,174 |
EARNINGS PER COMMON SHARE: | ||
Basic (in dollars per share) | $ 0.10 | $ 0.12 |
Diluted (in dollars per share) | $ 0.10 | $ 0.12 |
AVERAGE COMMON SHARES: | ||
Basic (in shares) | 44,275 | 43,703 |
Diluted (in shares) | 44,579 | 44,145 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 4,351 | $ 5,174 |
Other comprehensive income (loss): | ||
Interest rate swap | (729) | (898) |
Less income tax benefit | 284 | 349 |
Foreign currency translation adjustment | 1,228 | (2,311) |
Less income tax benefit (expense) | (90) | 106 |
Total other comprehensive income (loss) | 693 | (2,754) |
Total comprehensive income | $ 5,044 | $ 2,420 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 4,351,000 | $ 5,174,000 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 9,705,000 | 9,068,000 |
Losses on sales and/or abandonment of property and equipment | 29,000 | 37,000 |
Write-off of patents and intangible assets | 0 | 14,000 |
Amortization of deferred credits | (43,000) | (43,000) |
Amortization of long-term debt issuance costs | 257,000 | 247,000 |
Deferred income taxes | 170,000 | 462,000 |
Excess tax benefits from stock-based compensation | 3,000 | (860,000) |
Stock-based compensation expense | 624,000 | 520,000 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Trade receivables | (835,000) | (2,334,000) |
Employee receivables | (43,000) | (6,000) |
Other receivables | 1,367,000 | (735,000) |
Inventories | (2,272,000) | 3,518,000 |
Prepaid expenses | (498,000) | (160,000) |
Prepaid income taxes | (38,000) | 52,000 |
Income tax refund receivables | 424,000 | (539,000) |
Other assets | 109,000 | (602,000) |
Trade payables | 2,400,000 | 84,000 |
Accrued expenses | (3,936,000) | 2,653,000 |
Advances from employees | (388,000) | 439,000 |
Income taxes payable | 578,000 | 1,377,000 |
Deferred compensation payable | (305,000) | 473,000 |
Other long-term obligations | (76,000) | 433,000 |
Total adjustments | 7,232,000 | 14,098,000 |
Net cash provided by operating activities | 11,583,000 | 19,272,000 |
Capital expenditures for: | ||
Property and equipment | (10,991,000) | (9,492,000) |
Intangible assets | (482,000) | (495,000) |
Proceeds from sale-leaseback transactions | 0 | 1,823,000 |
Proceeds from the sale of property and equipment | 0 | 3,000 |
Proceeds from sale of cost method investment | 1,089,000 | 0 |
Cash paid in acquisitions, net of cash acquired | (21,500,000) | (1,250,000) |
Net cash used in investing activities | (31,884,000) | (9,411,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 557,000 | 4,021,000 |
Proceeds from issuance of long-term debt | 55,184,000 | 31,803,000 |
Payments on long-term debt | (34,376,000) | (43,415,000) |
Excess tax benefits from stock-based compensation | (3,000) | 860,000 |
Contingent payments related to acquisitions | (167,000) | (166,000) |
Payment of taxes related to an exchange of common stock | 0 | (380,000) |
Net cash provided by (used in) financing activities | 21,195,000 | (7,277,000) |
EFFECT OF EXCHANGE RATES ON CASH | 91,000 | (31,000) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 985,000 | 2,553,000 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 4,177,000 | 7,355,000 |
End of period | 5,162,000 | 9,908,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest (net of capitalized interest of $91 and $83, respectively) | 1,378,000 | 1,254,000 |
Income taxes | 428,000 | 931,000 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment purchases in accounts payable | 1,584,000 | 1,743,000 |
Contingent receivable received in exchange for sale of cost method investment | 681,000 | 0 |
Merit common stock surrendered (0 and 89 shares, respectively) in exchange for exercise of stock options | $ 0 | $ 1,725,000 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net capitalized interest | $ 91 | $ 83 |
Common Stock | ||
Company's common stock surrendered in exchange for the exercise of stock options (in shares) | 0 | 89 |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | Basis of Presentation. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three-month periods ended March 31, 2016 and 2015 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 our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of March 31, 2016 and December 31, 2015, and our results of operations and cash flows for the three-month periods ended March 31, 2016 and 2015. The results of operations for the three-month periods ended March 31, 2016 and 2015 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, 2015 filed with the Securities and Exchange Commission (the "SEC"). |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories. Inventories at March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, December 31, 2016 2015 Finished goods $ 54,075 $ 59,170 Work-in-process 12,323 8,540 Raw materials 44,328 38,289 Total $ 110,726 $ 105,999 |
Stock-based Compensation
Stock-based Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Stock Purchase Plan Stock Options and Warrants | Stock-Based Compensation. Stock-based compensation expense before income tax expense for the three-month periods ended March 31, 2016 and 2015 , consisted of the following (in thousands): Three Months Ended March 31, 2016 2015 Cost of goods sold $ 123 $ 93 Research and development 42 27 Selling, general, and administrative 459 400 Stock-based compensation expense before taxes $ 624 $ 520 As of March 31, 2016 , the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $8.1 million and is expected to be recognized over a weighted average period of 3.65 years. During the three-month periods ended March 31, 2016 and 2015, we granted awards representing 563,500 and 446,800 shares of our common stock, respectively. We use the Black-Scholes methodology to value the stock-based compensation expense for options. In applying the Black-Scholes methodology to the options granted during the three-month periods ended March 31, 2016 and 2015, the fair value of our stock-based awards granted was estimated using the following assumptions for the periods indicated below: Three months ended March 31, 2016 2015 Risk-free interest rate 1.40% 1.53% Expected option life 5.0 5.0 Expected dividend yield —% —% Expected price volatility 37.06% 35.11% 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. Compensation expense is recognized on a straight-line basis over the service period, which corresponds to the related vesting period. |
Earnings Per Common Share
Earnings Per Common Share | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Earnings Per Common Share (EPS) | Earnings Per Common Share (EPS). The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the following periods consisted of the following (in thousands, except per share amounts): Net Income Shares Per Share Amount Period ended March 31, 2016: Basic EPS $ 4,351 44,275 $0.10 Effect of dilutive stock options and warrants 304 Diluted EPS $ 4,351 44,579 $0.10 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 978 Period ended March 31, 2015: Basic EPS $ 5,174 43,703 $0.12 Effect of dilutive stock options and warrants 442 Diluted EPS $ 5,174 44,145 $0.12 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 383 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions and Strategic Investments. On February 4, 2016, we purchased the HeRO®Graft device and other related assets from CryoLife, Inc., a developer of medical devices based in Kennesaw, Georgia ("CryoLife"). The purchase price was $18.5 million , which was paid in full during the quarter ended March 31, 2016. We accounted for this acquisition as a business combination. The purchase price was allocated as follows (in thousands): Assets Acquired Inventories 2,455 Fixed Assets 290 Intangibles Developed Technology 12,100 Trademarks 700 Customer Lists 400 Goodwill 2,555 Total assets acquired 18,500 We are amortizing the developed HeroGraft technology asset over ten years , the trademarks over 5.5 years , and the customer lists over 12 years . The weighted average life of the intangible HeROGraft assets acquired is approximately 9.82 years . Acquisition-related costs related to the HeROGraft during the quarter ended March 31, 2016, which were included in selling, general, and administrative expenses in the accompanying consolidated statements of income, were not material. The results of operations related to this acquisition have been included in our cardiovascular segment since the acquisition date. During the three month period ended March 31, 2016, our net sales of the products acquired from CryoLife were approximately $1.3 million . It is not practical to separately report the earnings related to the products acquired from CryoLife, as we cannot split out sales costs related to those products, principally because our sales representatives are selling multiple products (including the HeROGraft device) in the cardiovascular business segment. The pro forma consolidated results of operations acquired from CryoLife are not presented, as we do not deem the pro forma effect of the transaction to be material. On January 20, 2016, we paid $2.0 million for 2.0 million preferred limited liability company units of Cagent Vascular, LLC, a medical device company. Our purchase price, which represents an ownership interest of approximately 15% of the company, has been accounted for at cost. On December 4, 2015, we entered into a license agreement with ArraVasc Limited, an Irish medial device company, for the right to manufacture and sell certain percutaneous transluminal angioplasty balloon catheter products. As of December 31, 2015, we had paid $500,000 in connection with the license agreement. During the three-month period ended March 31, 2016, we paid an additional $500,000 as certain milestones set forth in the license agreement were met during that period. We are obligated to pay an additional $1.0 million if additional milestones set forth in the license agreement are reached. We accounted for the transaction as an asset purchase and intend to amortize the license agreement intangible asset over a period of 12 years . On July 14, 2015, we entered into an asset purchase agreement with Quellent, LLC, a California limited liability company ("Quellent"), for superabsorbent pad technology. The purchase price for the asset was $1.0 million , payable in two installments. We accounted for this acquisition as a business combination. The first payment of $500,000 was paid as of December 31, 2015, and the second payment of $500,000 was recorded as an accrued liability as of December 31, 2015. We also recorded $270,000 of contingent consideration related to royalties payable to Quellent pursuant to this agreement as of December 31, 2015. The sales and results of operations related to this business combination have been included in our cardiovascular segment since the acquisition date and were not material. The purchase price was allocated as follows: $1.21 million to a developed technology intangible asset and $60,000 to goodwill as of December 31, 2015. We intend to amortize the developed technology intangible asset over 13 years . The pro forma consolidated results of operations are not presented, as we do not deem the pro forma effect of the transaction to be material. The goodwill arising from the acquisitions discussed above consists largely of the synergies and economies of scale we hope to achieve from combining the acquired assets and operations with our historical operations (see Note 12). The goodwill recognized from these acquisitions is expected to be deductible for income tax purposes. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting and Foreign Operations | 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 CRM/EP devices. Our endoscopy segment consists of gastroenterology and pulmonology medical device products which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. We evaluate the performance of our operating segments based on operating income (loss). Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three-month periods ended March 31, 2016 and 2015 are as follows (in thousands): Three Months Ended March 31, 2016 2015 Revenues Cardiovascular $ 132,544 $ 124,764 Endoscopy 5,533 4,813 Total revenues 138,077 129,577 Operating income Cardiovascular 6,648 8,069 Endoscopy 1,058 635 Total operating income 7,706 8,704 |
Recent Accounting Pronouncement
Recent Accounting Pronouncements (Notes) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Recent Accounting Pronouncements . In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting . This ASU requires companies to record excess tax benefits and deficiencies in income rather than the current requirement to record them through equity. It also allows companies the option to recognize forfeitures of share-based awards when they occur rather than the current requirement to make an estimate upon the grant of the awards. This ASU is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within that reporting period. Early adoption will be permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. We are assessing the impact this new standard is anticipated to have on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases . This ASU requires lessees to recognize (with the exception of short-term leases) a lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged and lessees will no longer be provided with a source of off-balance sheet financing. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach. We are assessing the impact this new standard is anticipated to have on our consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities . This update amends the guidance regarding the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, it clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. This ASU is effective for fiscal years and interim periods beginning after December 15, 2017. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. Upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. We are assessing the impact this new standard is anticipated to have on our consolidated financial statements. In November 2015, the FASB issued Accounting Standards Update ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which will require deferred tax assets and deferred tax liabilities to be presented as noncurrent within a classified balance sheet. The ASU simplifies the current guidance which requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified balance sheet. The current requirement that deferred tax assets and liabilities of a tax-paying component of an entity be offset and presented as a single amount is not affected. The ASU is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Earlier application is permitted for all entities as of the beginning of an interim or annual reporting period, and this ASU may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. We have elected not to early adopt this ASU, and we are evaluating whether to apply the provisions prospectively or retrospectively upon adoption. We do not presently anticipate that the adoption of this standard will have a material impact on our financial statements. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . This standard requires that inventory be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory measured using last-in, first-out or the retail inventory method are excluded from the scope of this update which is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We do not anticipate that the implementation of ASU 2015-11 will have a material impact on our consolidated financial statements. 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. Additional disclosures will also be required under the new standard. In July 2015, the FASB approved a proposal that extended the required implementation date one year to the first quarter of 2018 but also would permit companies to adopt the standard at the original effective date of 2017. Implementation may be either through retrospective application to each period from the first quarter of 2016 or with a cumulative effect adjustment upon adoption in 2018. We are assessing the impact this new standard is anticipated to have on our consolidated financial statements. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes. Our overall effective tax rate for the three months ended March 31, 2016 and 2015 was 26.3% and 30.7% , respectively, which resulted in a provision for income taxes of $1.6 million and $2.3 million , respectively. The decrease in the effective income tax rate for the first quarter of 2016, when compared to the first quarter of 2015, was due primarily to the reinstatement of the federal research and development credit and a higher mix of earnings from our foreign operations, which are generally taxed at lower rates than our U.S. operations. |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility and 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 February 3, 2016 by a Third 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 $225 million . The Lenders also made a term loan in the amount of $100 million , repayable in quarterly installments in the amounts provided in the Credit Agreement until the maturity date of December 19, 2017, at which time the term and revolving credit loans, together with accrued interest thereon, will be due and payable. In addition, certain mandatory prepayments are required to be made upon the occurrence of certain events described in the Credit Agreement. Wells Fargo has agreed, upon satisfaction of certain conditions, to make swingline loans from time to time through the maturity date in amounts equal to the difference between the amounts actually loaned by the Lenders and the aggregate revolving credit commitment. The Credit Agreement is collateralized by substantially all of our assets. At any time prior to the maturity date, we may repay any amounts owing under all revolving credit loans, term loans, and all swingline loans in whole or in part, subject to certain minimum thresholds, without premium or penalty, other than breakage costs. The term loan and any revolving credit loans made under the Credit Agreement bear interest, at our election, at either (i) the base rate (described below) plus 0.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1), (ii) the London Inter-Bank Offered Rate (“LIBOR”) Market Index Rate (as defined in the Credit Agreement) plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1), or (iii) the LIBOR Rate (as defined in the Credit Agreement) plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1). Initially, the term loan and revolving credit loans under the Credit Agreement bear interest, at our election, at either (x) the base rate plus 1.00% , (y) the LIBOR Market Index Rate , plus 2.00% , or (z) the LIBOR Rate plus 2.00% . Swingline loans bear interest at the LIBOR Market Index Rate plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1). Initially, swingline loans bear interest at the LIBOR Market Index Rate plus 2.00% . Interest on each loan featuring the base rate or the LIBOR Market Index Rate is due and payable on the last business day of each calendar month; interest on each loan featuring the LIBOR Rate is due and payable on the last day of each interest period selected by us when selecting the LIBOR Rate as the benchmark for interest calculation. For purposes of the Credit Agreement, the base rate means the highest of (i) the prime rate (as announced by Wells Fargo) , (ii) the federal funds rate plus 0.50% , and (iii) LIBOR for an interest period of one month plus 1.00% . The Credit Agreement contains customary covenants, representations and warranties and other terms customary for revolving credit loans of this nature. In this regard, the Credit Agreement requires us to not, among other things, (a) permit the Consolidated Total Leverage Ratio (as defined in the Credit Agreement) to be greater than 4.75 to 1 through the end of 2013, no more than 4.00 to 1 as of the fiscal quarter ending March 31, 2014, no more than 3.75 to 1 as of the fiscal quarter ending June 30, 2014, no more than 3.50 to 1 as of the fiscal quarter ending September 30, 2014, no more than 3.25 to 1 as of the fiscal quarter ending December 31, 2014, no more than 3.00 to 1 as of any fiscal quarter ending during 2015, no more than 3.25 to 1 as of any fiscal quarter ending thereafter; (b) for any period of four consecutive fiscal quarters, permit the ratio of Consolidated EBITDA (as defined in the Credit Agreement and subject to certain adjustments) to Consolidated Fixed Charges (as defined in the Credit Agreement) to be less than 1.75 to 1; (c) subject to certain adjustments, permit Consolidated Net Income (as defined in the Credit Agreement) for certain periods to be less than $0 ; or (d) subject to certain conditions and adjustments, permit the aggregate amount of all Facility Capital Expenditures (as defined in the Credit Agreement) in any fiscal year beginning in 2013 to exceed $30 million . Additionally, the Credit Agreement contains various negative covenants with which we must comply, including, but not limited to, limitations respecting: the incurrence of indebtedness, the creation of liens or pledges on our assets, mergers or similar combinations or liquidations, asset dispositions, the repurchase or redemption of equity interests or debt, the issuance of equity, the payment of dividends and certain distributions, the entry into related party transactions and other provisions customary in similar types of agreements. As of March 31, 2016 , 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 $175 million . Wells Fargo also agreed to make swingline loans from time to time through the maturity date of September 10, 2015 in amounts equal to the difference between the amount actually loaned by the lenders and the aggregate credit agreement. The unsecured credit agreement was amended and restated as of December 19, 2012, as the Credit Agreement. In summary, principal balances under our long-term debt as of March 31, 2016 and December 31, 2015 , consisted of the following (in thousands): March 31, 2016 December 31, 2015 Term loan $ 62,462 $ 64,962 Revolving credit loans 165,940 142,631 Total long-term debt 228,402 207,593 Less current portion 10,000 10,000 Long-term portion $ 218,402 $ 197,593 Future minimum principal payments on our long-term debt as of March 31, 2016, are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments 2016 7,500 2017 220,902 Total future minimum principal payments $ 228,402 As of March 31, 2016 , we had outstanding borrowings of approximately $228.4 million under the Credit Agreement, with available borrowings of approximately $49.6 million , based on the leverage ratio in the terms of the Credit Agreement. Our interest rate as of March 31, 2016 was a fixed rate of 2.48% on $133.7 million as a result of an interest rate swap (see Note 10), a variable floating rate of 1.94% on $90.1 million and a variable floating rate of 2.13% on approximately $4.6 million . Our interest rate as of December 31, 2015 was a fixed rate of 2.48% on $135.0 million as a result of an interest rate swap, variable floating rate of 1.74% on $65.8 million and a variable floating rate of 2.12% on approximately $6.8 million . |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives. Interest Rate Swap. A portion of our debt bears interest at variable interest rates and, therefore, we are subject to variability in the cash paid for interest expense. In order to mitigate a portion of this risk, we use a hedging strategy to reduce the variability of cash flows in the interest payments associated with a portion of the variable-rate debt outstanding under the Credit Agreement that is solely due to changes in the benchmark interest rate. 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, the interest rates under both the interest rate swap and the underlying debt reset, the swap is settled with the counterparty, and interest is paid. The notional amount of the interest rate swap is reduced quarterly by 50% of the minimum principal payment due under the terms of our Credit Agreement. The interest rate swap is scheduled to expire on December 19, 2017. At March 31, 2016 and December 31, 2015 , our interest rate swap qualified as a cash flow hedge. The fair value of our interest rate swap at March 31, 2016 was a liability of approximately $727,000 , which was partially offset by approximately $283,000 in deferred taxes. The fair value of our interest rate swap at December 31, 2015 was an asset of approximately $2,000 , which was offset by approximately $1,000 in deferred taxes. During the three-month periods ended March 31, 2016 and March 31, 2015 , the amount reclassified from accumulated other comprehensive income to earnings due to hedge effectiveness were included in interest expense in the accompanying consolidated statements of income and were not material. Foreign Currency Forward Contracts . We forecast our net exposure to various currencies and enter into foreign currency forward contracts to mitigate that exposure. As of March 31, 2016 , we had entered into the following foreign currency forward contracts (amounts in thousands and in local currencies): Currency Symbol Forward Notional Amount Euro EUR 662 British Pound GBP 626 Chinese Yuan Renminbi CNY 44,670 Mexican Peso MXN 30,000 Brazilian Real BRL 1,007 Australian Dollar AUD 2,100 Hong Kong Dollar HKD 6,725 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 each month-end, and the fair value of our open positions at March 31, 2016 were not material. On October 23, 2015, we entered into a foreign currency forward contract to partially offset the currency risk related to an intercompany loan denominated in CNY. The loan matures and the forward contract is deliverable on September 16, 2016. The notional amount of the forward contract is approximately 46.3 million CNY. This contract is marked to market at each month-end. The fair value of our open position as of March 31, 2016 was a liability of approximately $46,000 . The effect on our consolidated statements of income for the three-month periods ended March 31, 2016 and March 31, 2015 of all forward contracts was not material. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements. Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of March 31, 2016 and December 31, 2015 , 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 March 31, 2016 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ (727 ) $ — $ (727 ) $ — Foreign currency contracts (2) $ (46 ) $ — $ (46 ) $ — Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description December 31, 2015 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 2 $ — $ 2 $ — Foreign currency contracts (2) $ (278 ) $ — $ (278 ) $ — (1) The fair value of the interest rate contracts is determined using Level 2 fair value inputs and is recorded as other long-term obligations or other long-term assets in the Consolidated Balance Sheets. (2) The fair value of the foreign currency contracts is determined using Level 2 fair value inputs and is recorded as accrued expenses in the Consolidated Balance Sheets. Certain of our business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue milestones. See Note 2 for further information regarding these acquisitions. The contingent consideration liability is re-measured at the estimated fair value at each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liability during the three-month periods ended March 31, 2016 and 2015, consisted of the following (in thousands): Three Months Ended March 31, 2016 2015 Beginning balance $ 1,024 $ 1,886 Fair value adjustments recorded to income during the period 71 122 Contingent payments made (167 ) (166 ) Ending balance $ 928 $ 1,842 The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at March 31, 2016 and December 31, 2015 (amount in thousands): Contingent consideration liability (asset) Fair value at March 31, 2016 Valuation technique Unobservable inputs Range Revenue-based payments $ 928 Discounted cash flow Discount rate 5% - 15% Probability of milestone payment 100% Projected year of payments 2016-2028 Contingent Receivable $ (681 ) Discounted cash flow Discount rate 10% Probability of milestone payment 75% Projected year of payments 2016-2019 Contingent consideration liability Fair value at December 31, 2015 Valuation technique Unobservable inputs Range Revenue-based payments $ 874 Discounted cash flow Discount rate 5% - 15% Probability of milestone payment 100% Projected year of payments 2016-2028 Other payments $ 150 Discounted cash flow Discount rate —% Probability of milestone payment 100% Projected year of payments 2016 The contingent consideration liability is re-measured to fair value each reporting period using projected revenues, discount rates, probabilities of payment, and projected payment dates. Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. Projected revenues are based on our most recent internal operational budgets and long-range strategic plans. Increases (decreases) in discount rates and the time to payment may result in lower (higher) fair value measurements. A decrease in the probability of any milestone payment may result in lower fair value measurements. An increase (decrease) in either the discount rate or the time to payment, in isolation, may result in a significantly lower (higher) fair value measurement. Our determination of the fair value of the contingent consideration liability could change in future periods based upon our ongoing evaluation of these significant unobservable inputs. We intend to record any such change in fair value to operating expenses as part of our cardiovascular segment in our consolidated statements of income. As of March 31, 2016, approximately $826,000 was included in other long-term obligations and $102,000 was included in accrued expenses in our consolidated balance sheet. As of December 31, 2015, approximately $775,000 was included in other long-term obligations and $249,000 was included in accrued expenses in our consolidated balance sheet. The cash paid to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) has been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. During the three-month period ended March 31, 2016, we sold a cost method investment for cash and for the right to receive additional payments based on various contingent milestones. We determined the fair value of the contingent payments using the inputs indicated in the table above, and we recorded a contingent receivable asset of approximately $681,000 as of March 31, 2016. We intend to record any change in fair value to operating expenses as part of our cardiovascular segment in our consolidated statements of income. As of March 31, 2016, approximately $512,000 was included in other long-term assets and approximately $169,000 was included in other receivables as a current asset in our consolidated balance sheet. During the three-month periods ended March 31, 2016 and 2015 , we had losses of approximately $0 and $14,000 , respectively, related to the measurement of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition. The carrying amount of cash and cash equivalents, receivables, and trade payables approximates fair value because of the immediate, short-term maturity of these financial instruments. The carrying amount of long-term debt approximates fair value, as determined by borrowing rates estimated to be available to us for debt with similar terms and conditions. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, which are Level 1 inputs. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. The changes in the carrying amount of goodwill for the three months ended March 31, 2016 were as follows (in thousands): 2016 Goodwill balance at January 1 $ 184,472 Effect of foreign exchange 20 Additions as the result of acquisitions 2,555 Goodwill balance at March 31 $ 187,047 As of March 31, 2016 , we had recorded $8.3 million of accumulated goodwill impairment charges. All of the goodwill balance as of March 31, 2016 and December 31, 2015 related to our cardiovascular segment. Other intangible assets at March 31, 2016 and December 31, 2015 , consisted of the following (in thousands): March 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 12,496 $ (2,691 ) $ 9,805 Distribution agreements 5,626 (3,000 ) 2,626 License agreements 19,639 (2,616 ) 17,023 Trademarks 7,974 (2,702 ) 5,272 Covenants not to compete 1,028 (886 ) 142 Customer lists 21,216 (15,443 ) 5,773 Royalty agreements 267 (267 ) — Total $ 68,246 $ (27,605 ) $ 40,641 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 12,014 $ (2,595 ) $ 9,419 Distribution agreements 5,626 (2,853 ) 2,773 License agreements 19,109 (2,438 ) 16,671 Trademarks 7,259 (2,554 ) 4,705 Covenants not to compete 1,028 (873 ) 155 Customer lists 20,793 (15,023 ) 5,770 Royalty agreements 267 (267 ) — Total $ 66,096 $ (26,603 ) $ 39,493 Aggregate amortization expense for the three-month periods ended March 31, 2016 and 2015 was approximately $3.9 million and $3.6 million , respectively. Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of March 31, 2016 (in thousands): Year Ending December 31 Remaining 2016 $ 13,252 2017 16,983 2018 16,395 2019 16,058 2020 15,084 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
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, 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. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at March 31, 2016 and December 31, 2015 consisted of the following (in thousands): March 31, December 31, 2016 2015 Finished goods $ 54,075 $ 59,170 Work-in-process 12,323 8,540 Raw materials 44,328 38,289 Total $ 110,726 $ 105,999 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Stock-based compensation expense before income tax expense for the three-month periods ended March 31, 2016 and 2015 , consisted of the following (in thousands): Three Months Ended March 31, 2016 2015 Cost of goods sold $ 123 $ 93 Research and development 42 27 Selling, general, and administrative 459 400 Stock-based compensation expense before taxes $ 624 $ 520 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In applying the Black-Scholes methodology to the options granted during the three-month periods ended March 31, 2016 and 2015, the fair value of our stock-based awards granted was estimated using the following assumptions for the periods indicated below: Three months ended March 31, 2016 2015 Risk-free interest rate 1.40% 1.53% Expected option life 5.0 5.0 Expected dividend yield —% —% Expected price volatility 37.06% 35.11% |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the following periods consisted of the following (in thousands, except per share amounts): Net Income Shares Per Share Amount Period ended March 31, 2016: Basic EPS $ 4,351 44,275 $0.10 Effect of dilutive stock options and warrants 304 Diluted EPS $ 4,351 44,579 $0.10 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 978 Period ended March 31, 2015: Basic EPS $ 5,174 43,703 $0.12 Effect of dilutive stock options and warrants 442 Diluted EPS $ 5,174 44,145 $0.12 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 383 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price was allocated as follows (in thousands): Assets Acquired Inventories 2,455 Fixed Assets 290 Intangibles Developed Technology 12,100 Trademarks 700 Customer Lists 400 Goodwill 2,555 Total assets acquired 18,500 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three-month periods ended March 31, 2016 and 2015 are as follows (in thousands): Three Months Ended March 31, 2016 2015 Revenues Cardiovascular $ 132,544 $ 124,764 Endoscopy 5,533 4,813 Total revenues 138,077 129,577 Operating income Cardiovascular 6,648 8,069 Endoscopy 1,058 635 Total operating income 7,706 8,704 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | In summary, principal balances under our long-term debt as of March 31, 2016 and December 31, 2015 , consisted of the following (in thousands): March 31, 2016 December 31, 2015 Term loan $ 62,462 $ 64,962 Revolving credit loans 165,940 142,631 Total long-term debt 228,402 207,593 Less current portion 10,000 10,000 Long-term portion $ 218,402 $ 197,593 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on our long-term debt as of March 31, 2016, are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments 2016 7,500 2017 220,902 Total future minimum principal payments $ 228,402 |
Derivatives Derivatives (Tables
Derivatives Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions [Table Text Block] | As of March 31, 2016 , we had entered into the following foreign currency forward contracts (amounts in thousands and in local currencies): Currency Symbol Forward Notional Amount Euro EUR 662 British Pound GBP 626 Chinese Yuan Renminbi CNY 44,670 Mexican Peso MXN 30,000 Brazilian Real BRL 1,007 Australian Dollar AUD 2,100 Hong Kong Dollar HKD 6,725 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of March 31, 2016 and December 31, 2015 , 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 March 31, 2016 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ (727 ) $ — $ (727 ) $ — Foreign currency contracts (2) $ (46 ) $ — $ (46 ) $ — Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description December 31, 2015 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 2 $ — $ 2 $ — Foreign currency contracts (2) $ (278 ) $ — $ (278 ) $ — (1) The fair value of the interest rate contracts is determined using Level 2 fair value inputs and is recorded as other long-term obligations or other long-term assets in the Consolidated Balance Sheets. (2) The fair value of the foreign currency contracts is determined using Level 2 fair value inputs and is recorded as accrued expenses in the Consolidated Balance Sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the fair value of our contingent consideration liability during the three-month periods ended March 31, 2016 and 2015, consisted of the following (in thousands): Three Months Ended March 31, 2016 2015 Beginning balance $ 1,024 $ 1,886 Fair value adjustments recorded to income during the period 71 122 Contingent payments made (167 ) (166 ) Ending balance $ 928 $ 1,842 |
Fair Value Inputs, Liabilities, Quantitative Information | The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at March 31, 2016 and December 31, 2015 (amount in thousands): Contingent consideration liability (asset) Fair value at March 31, 2016 Valuation technique Unobservable inputs Range Revenue-based payments $ 928 Discounted cash flow Discount rate 5% - 15% Probability of milestone payment 100% Projected year of payments 2016-2028 Contingent Receivable $ (681 ) Discounted cash flow Discount rate 10% Probability of milestone payment 75% Projected year of payments 2016-2019 Contingent consideration liability Fair value at December 31, 2015 Valuation technique Unobservable inputs Range Revenue-based payments $ 874 Discounted cash flow Discount rate 5% - 15% Probability of milestone payment 100% Projected year of payments 2016-2028 Other payments $ 150 Discounted cash flow Discount rate —% Probability of milestone payment 100% Projected year of payments 2016 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2016 were as follows (in thousands): 2016 Goodwill balance at January 1 $ 184,472 Effect of foreign exchange 20 Additions as the result of acquisitions 2,555 Goodwill balance at March 31 $ 187,047 |
Other intangible assets | Other intangible assets at March 31, 2016 and December 31, 2015 , consisted of the following (in thousands): March 31, 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 12,496 $ (2,691 ) $ 9,805 Distribution agreements 5,626 (3,000 ) 2,626 License agreements 19,639 (2,616 ) 17,023 Trademarks 7,974 (2,702 ) 5,272 Covenants not to compete 1,028 (886 ) 142 Customer lists 21,216 (15,443 ) 5,773 Royalty agreements 267 (267 ) — Total $ 68,246 $ (27,605 ) $ 40,641 December 31, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 12,014 $ (2,595 ) $ 9,419 Distribution agreements 5,626 (2,853 ) 2,773 License agreements 19,109 (2,438 ) 16,671 Trademarks 7,259 (2,554 ) 4,705 Covenants not to compete 1,028 (873 ) 155 Customer lists 20,793 (15,023 ) 5,770 Royalty agreements 267 (267 ) — Total $ 66,096 $ (26,603 ) $ 39,493 |
Estimated amortization expense | Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of March 31, 2016 (in thousands): Year Ending December 31 Remaining 2016 $ 13,252 2017 16,983 2018 16,395 2019 16,058 2020 15,084 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 54,075 | $ 59,170 |
Work-in-process | 12,323 | 8,540 |
Raw materials | 44,328 | 38,289 |
Total | $ 110,726 | $ 105,999 |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Compensation cost not yet recognized | $ 8.1 | |
Compensation cost not yet recognized, period of recognition | 3 years 7 months 24 days | |
Options granted in period (in shares) | 563,500 | 446,800 |
Stock-based Compensation - Allo
Stock-based Compensation - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | $ 624 | $ 520 |
Cost of goods sold | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 123 | 93 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 42 | 27 |
Selling, general, and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | $ 459 | $ 400 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value Calculation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 1.40% | 1.53% |
Expected option life | 5 years | 5 years |
Expected dividend yield | 0.00% | 0.00% |
Expected price volatility | 37.06% | 35.11% |
Earnings Per Common Share (Deta
Earnings Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net income, basic | $ 4,351 | $ 5,174 |
Basic (in shares) | 44,275 | 43,703 |
Basic (in dollars per share) | $ 0.10 | $ 0.12 |
Effect of dilutive stock options and warrants (in shares) | 304 | 442 |
Net income, diluted | $ 4,351 | $ 5,174 |
Diluted (in shares) | 44,579 | 44,145 |
Diluted (in dollars per share) | $ 0.10 | $ 0.12 |
Antidilutive securities excluded from EPS (in shares) | 978 | 383 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Feb. 04, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 187,047 | $ 184,472 | |
HeRO®Graft [Member] | |||
Business Acquisition [Line Items] | |||
Inventories | $ 2,455 | ||
Fixed Assets | 290 | ||
Goodwill | 2,555 | ||
Total assets acquired | 18,500 | ||
Developed technology | HeRO®Graft [Member] | |||
Business Acquisition [Line Items] | |||
Intangibles | 12,100 | ||
Trademarks | HeRO®Graft [Member] | |||
Business Acquisition [Line Items] | |||
Intangibles | 700 | ||
Customer lists | HeRO®Graft [Member] | |||
Business Acquisition [Line Items] | |||
Intangibles | $ 400 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) shares in Millions | Feb. 04, 2016 | Jan. 20, 2016 | Dec. 04, 2015 | Jul. 14, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Business Acquisition [Line Items] | |||||||
Payments to acquire intangible assets | $ 482,000 | $ 500,000 | $ 495,000 | ||||
Number of units acquired | 2 | ||||||
Percent owned | 15.49% | ||||||
Goodwill acquired | $ 2,555,000 | ||||||
Payments to acquire investment | $ 2,000,000 | ||||||
HeRO®Graft [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Consideration paid | $ 18,500,000 | ||||||
Income since acquisition date | $ 1,300,000 | ||||||
Weighted average useful life | 9 years 9 months 26 days | ||||||
Quellent, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire intangible assets | 500,000 | ||||||
Consideration paid | $ 1,000,000 | ||||||
Accrued purchase obligation | 500,000 | ||||||
Noncurrent contingent consideration | 270,000 | ||||||
Goodwill acquired | 60,000 | ||||||
License agreements | |||||||
Business Acquisition [Line Items] | |||||||
Intangible Assets | 17,023,000 | 16,671,000 | |||||
Developed technology | |||||||
Business Acquisition [Line Items] | |||||||
Intangible Assets | 79,168,000 | 69,861,000 | |||||
Developed technology | HeRO®Graft [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 10 years | ||||||
Developed technology | Quellent, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 13 years | ||||||
Intangible Assets | 1,210,000 | ||||||
Customer Lists | |||||||
Business Acquisition [Line Items] | |||||||
Intangible Assets | 5,773,000 | 5,770,000 | |||||
Customer Lists | HeRO®Graft [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 12 years | ||||||
Trademarks | |||||||
Business Acquisition [Line Items] | |||||||
Intangible Assets | 5,272,000 | $ 4,705,000 | |||||
Trademarks | HeRO®Graft [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 5 years 6 months | ||||||
ArraVasc Limited | |||||||
Business Acquisition [Line Items] | |||||||
Payments to acquire intangible assets | $ 500,000 | ||||||
ArraVasc Limited | License agreements | |||||||
Business Acquisition [Line Items] | |||||||
Useful life | 12 years | ||||||
ArraVasc Limited | Additional Payments for License Agreement Milestone | License agreements | |||||||
Business Acquisition [Line Items] | |||||||
Potential payments on license agreement | $ 1,000,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Reporting - Operating I
Segment Reporting - Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Revenues | $ 138,077 | $ 129,577 |
Operating income | 7,706 | 8,704 |
Cardiovascular Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | 132,544 | 124,764 |
Operating income | 6,648 | 8,069 |
Endoscopy Segment | ||
Segment Reporting Information [Line Items] | ||
Revenues | 5,533 | 4,813 |
Operating income | $ 1,058 | $ 635 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate Reconciliation, Percent | 26.30% | 30.70% |
Income tax expense | $ 1,555 | $ 2,289 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Dec. 19, 2012USD ($)quarter | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Oct. 04, 2013USD ($) | Sep. 30, 2010USD ($) |
Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Maximum consolidated total leverage ratio, quarter ending December 31, 2013 requirement | 4.75 | ||||
Maximum consolidated total leverage ratio, quarter ending March 31, 2014 requirement | 4 | ||||
Maximum consolidated total leverage ratio, quarter ending June 30, 2014 requirement | 3.75 | ||||
Maximum consolidated total leverage ratio, quarter ending September 30, 2014 requirement | 3.50 | ||||
Maximum consolidated total leverage ratio, quarter ending December 31, 2014 requirement | 3.25 | ||||
Maximum consolidated total leverage ratio, any fiscal quarter, 2015 requirement | 3 | ||||
Line Of Credit Facility Covenant Terms Consolidated Total Leverage Ratio Thereafter Maximum | 3.25 | ||||
Number of consecutive quarters for EBITDA to fixed charges ratio covenants | quarter | 4 | ||||
Minimum consolidated EBITDA to fixed charges ratio | 1.75 | ||||
Maximum consolidated net income | $ 0 | ||||
Maximum facility capital expenditures in the next 12 months | $ 30,000,000 | ||||
Amount outstanding on line of credit | $ 228,400,000 | ||||
Remaining borrowing capacity on line of credit | $ 49,600,000 | ||||
Fixed interest rate percent | 2.4825% | 2.4825% | |||
Debt subject to fixed interest rate | $ 133,700,000 | $ 135,000,000 | |||
Base Rate | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate loans | 1.00% | 0.25% | |||
Minimum consolidated total leverage ratio | 2.25 | ||||
London Interbank Offered Rate (LIBOR) Market Index Rate | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate loans | 2.00% | 1.25% | |||
Minimum consolidated total leverage ratio | 2.25 | ||||
London Interbank Offered Rate (LIBOR) | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate loans | 2.00% | 1.25% | |||
Calculation of base rate | 1.00% | ||||
Minimum consolidated total leverage ratio | 2.25 | ||||
Federal Funds Rate | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Calculation of base rate | 0.50% | ||||
Variable Rate 1 | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Variable interest rate percent | 1.94% | 1.74% | |||
Debt subject to variable interest rate | $ 90,100,000 | $ 65,800,000 | |||
Variable Rate 2 | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Variable interest rate percent | 2.13% | 2.12% | |||
Debt subject to variable interest rate | $ 4,600,000 | $ 6,800,000 | |||
Revolving Credit Facility | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 225,000,000 | ||||
Revolving Credit Facility | Wells Fargo | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 175,000,000 | ||||
Term Loan | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 100,000,000 | ||||
Bridge Loan | Base Rate | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Minimum consolidated total leverage ratio | 2.25 | ||||
Bridge Loan | London Interbank Offered Rate (LIBOR) Market Index Rate | Credit Agreement | |||||
Line of Credit Facility [Line Items] | |||||
Spread on variable rate loans | 2.00% | 1.25% |
Long-term Debt - Principal Bala
Long-term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 228,402 | $ 207,593 |
Less current portion | 10,000 | 10,000 |
Long-term portion | 218,402 | 197,593 |
Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 62,462 | 64,962 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 165,940 | $ 142,631 |
Long-term Debt - Future Minimum
Long-term Debt - Future Minimum Payments on Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
2,016 | $ 7,500 | |
2,017 | 220,902 | |
Total long-term debt | $ 228,402 | $ 207,593 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) € in Thousands, ¥ in Thousands, £ in Thousands, MXN in Thousands, HKD in Thousands, BRL in Thousands, AUD in Thousands | Dec. 19, 2012USD ($) | Mar. 31, 2016CNY (¥) | Mar. 31, 2016MXN | Mar. 31, 2016HKD | Mar. 31, 2016GBP (£) | Mar. 31, 2016EUR (€) | Mar. 31, 2016BRL | Mar. 31, 2016USD ($) | Mar. 31, 2016AUD | Dec. 31, 2015USD ($) | Oct. 23, 2015CNY (¥) |
Derivative [Line Items] | |||||||||||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Tax | $ (283,000) | $ 1,000 | |||||||||
Interest Rate Cash Flow Hedge Liability at Fair Value | (727,000) | ||||||||||
Interest rate swap | 2,000 | ||||||||||
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | $ 46,000 | $ 278,000 | |||||||||
Interest rate swap | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of derivative | $ 150,000,000 | ||||||||||
Derivative, Fixed Interest Rate | 0.9825% | ||||||||||
Derivative, Quarterly Reduction of Notional Amount | 50.00% | ||||||||||
Foreign currency forward contracts | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of derivative | ¥ 44,670 | MXN 30,000 | HKD 6,725 | £ 626 | € 662 | BRL 1,007 | AUD 2,100 | ¥ 46,300 |
Derivatives Forward Notional Co
Derivatives Forward Notional Contracts (Details) € in Thousands, ¥ in Thousands, £ in Thousands, MXN in Thousands, HKD in Thousands, BRL in Thousands, AUD in Thousands | Mar. 31, 2016CNY (¥) | Mar. 31, 2016MXN | Mar. 31, 2016HKD | Mar. 31, 2016GBP (£) | Mar. 31, 2016EUR (€) | Mar. 31, 2016BRL | Mar. 31, 2016AUD | Oct. 23, 2015CNY (¥) |
Forward Contracts [Member] | ||||||||
Derivative [Line Items] | ||||||||
Derivative, Notional Amount | ¥ 44,670 | MXN 30,000 | HKD 6,725 | £ 626 | € 662 | BRL 1,007 | AUD 2,100 | ¥ 46,300 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | $ (727,000) | |
Interest rate swap | $ 2,000 | |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | (46,000) | (278,000) |
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 | 0 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | 0 | 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 Liability at Fair Value | (727,000) | |
Interest rate swap | 2,000 | |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | (46,000) | (278,000) |
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 | 0 |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | 0 | 0 |
Estimate of Fair Value, Fair Value Disclosure | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest Rate Cash Flow Hedge Liability at Fair Value | $ (727,000) | |
Interest rate swap | $ 2,000 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,024 | $ 1,886 |
Fair value adjustments recorded to income during the period | 71 | 122 |
Contingent payments made | (167) | (166) |
Ending balance | $ 928 | $ 1,842 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Contingent consideration liability (asset) | $ 928 | $ 1,024 | $ 1,842 | $ 1,886 |
Revenue-based Payments | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Contingent consideration liability (asset) | $ 928 | $ 874 | ||
Revenue-based Payments | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Probability of milestone payment | 100.00% | 100.00% | ||
Revenue-based Payments | Minimum | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Discount rate | 5.00% | 5.00% | ||
Revenue-based Payments | Maximum | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Discount rate | 15.00% | 15.00% | ||
Contingent Receivable [Member] | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Contingent consideration liability (asset) | $ (681) | |||
Contingent Receivable [Member] | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Probability of milestone payment | 75.00% | |||
Discount rate | 10.00% | |||
Other Payments | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Contingent consideration liability (asset) | $ 150 | |||
Other Payments | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||
Probability of milestone payment | 100.00% | |||
Discount rate | 0.00% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment of other assets | $ 0 | $ 14,000 | ||
Other Long-term Obligations | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability | 826,000 | $ 775,000 | ||
Accrued Liabilities | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability | 102,000 | 249,000 | ||
Contingent Consideration | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability (asset) | 928,000 | $ 1,842,000 | $ 1,024,000 | $ 1,886,000 |
Contingent Receivable [Member] | Contingent Consideration | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability (asset) | (681,000) | |||
Contingent Receivable [Member] | Contingent Consideration | Other Noncurrent Assets [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability (asset) | (512,000) | |||
Contingent Receivable [Member] | Contingent Consideration | Other Current Assets [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability (asset) | $ (169,000) |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance at January 1 | $ 184,472 |
Effect of foreign exchange | 20 |
Additions as the result of acquisitions | 2,555 |
Goodwill balance at March 31 | $ 187,047 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 68,246 | $ 66,096 |
Accumulated Amortization | (27,605) | (26,603) |
Net Carrying Amount | 40,641 | 39,493 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,496 | 12,014 |
Accumulated Amortization | (2,691) | (2,595) |
Net Carrying Amount | 9,805 | 9,419 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,626 | 5,626 |
Accumulated Amortization | (3,000) | (2,853) |
Net Carrying Amount | 2,626 | 2,773 |
License agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 19,639 | 19,109 |
Accumulated Amortization | (2,616) | (2,438) |
Net Carrying Amount | 17,023 | 16,671 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,974 | 7,259 |
Accumulated Amortization | (2,702) | (2,554) |
Net Carrying Amount | 5,272 | 4,705 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,028 | 1,028 |
Accumulated Amortization | (886) | (873) |
Net Carrying Amount | 142 | 155 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 21,216 | 20,793 |
Accumulated Amortization | (15,443) | (15,023) |
Net Carrying Amount | 5,773 | 5,770 |
Royalty agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 267 | 267 |
Accumulated Amortization | (267) | (267) |
Net Carrying Amount | $ 0 | $ 0 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2,016 | $ 13,252 |
2,017 | 16,983 |
2,018 | 16,395 |
2,019 | 16,058 |
2,020 | $ 15,084 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Accumulated impairment loss | $ 8.3 | |
Aggregate amortization expense | $ 3.9 | $ 3.6 |