Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 24, 2017 | Jun. 30, 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-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 44,651,196 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 844,073,573 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 19,171 | $ 4,177 |
Trade receivables — net of allowance for uncollectible accounts — 2016 — $1,587 and 2015 — $1,297 | 80,521 | 70,292 |
Employee receivables | 198 | 217 |
Other receivables | 5,445 | 6,799 |
Inventories | 120,695 | 105,999 |
Prepaid expenses and other assets | 6,226 | 5,634 |
Prepaid income taxes | 2,525 | 2,955 |
Deferred income tax assets | 8,219 | 7,025 |
Income tax refund receivables | 423 | 905 |
Total current assets | 243,423 | 204,003 |
PROPERTY AND EQUIPMENT: | ||
Land and land improvements | 19,379 | 19,307 |
Buildings | 139,119 | 136,595 |
Manufacturing equipment | 178,110 | 158,775 |
Furniture and fixtures | 43,433 | 39,301 |
Leasehold improvements | 30,413 | 27,561 |
Construction-in-progress | 28,180 | 26,292 |
Total property and equipment | 438,634 | 407,831 |
Less accumulated depreciation | (162,061) | (140,053) |
Property and equipment — net | 276,573 | 267,778 |
OTHER ASSETS: | ||
Goodwill | 211,927 | 184,472 |
Deferred income tax assets | 171 | 0 |
Other assets | 28,012 | 13,121 |
Total other assets | 422,807 | 306,947 |
TOTAL | 942,803 | 778,728 |
CURRENT LIABILITIES: | ||
Trade payables | 30,619 | 37,977 |
Accrued expenses | 44,947 | 37,846 |
Current portion of long-term debt | 10,000 | 10,000 |
Advances from employees | 572 | 589 |
Income taxes payable | 2,193 | 1,498 |
Total current liabilities | 88,331 | 87,910 |
LONG-TERM DEBT | 314,373 | 197,593 |
DEFERRED INCOME TAX LIABILITIES | 25,981 | 10,985 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 438 | 768 |
DEFERRED COMPENSATION PAYABLE | 9,211 | 8,500 |
DEFERRED CREDITS | 2,550 | 2,721 |
OTHER LONG-TERM OBLIGATIONS | 3,730 | 4,148 |
Total liabilities | 444,614 | 312,625 |
COMMITMENTS AND CONTINGENCIES (Notes 2, 7, 8, 9 and 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock — 5,000 shares authorized as of December 31, 2016 and 2015; no shares issued | ||
Common stock, no par value; shares authorized — 2016 and 2015 - 100,000; issued and outstanding as of December 31, 2016 - 44,645 and December 31, 2015 - 44,267 | 206,186 | 197,826 |
Retained earnings | 293,885 | 273,764 |
Accumulated other comprehensive loss | (1,882) | (5,487) |
Total stockholders’ equity | 498,189 | 466,103 |
TOTAL | 942,803 | 778,728 |
Developed technology — net of accumulated amortization — 2016 — $52,694 and 2015 — $38,497 | ||
OTHER ASSETS: | ||
Intangible Assets | 135,358 | 69,861 |
Other — net of accumulated amortization — 2016 — $30,048 and 2015 — $26,603 | ||
OTHER ASSETS: | ||
Intangible Assets | $ 47,339 | $ 39,493 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Trade receivables, allowances | $ 1,587 | $ 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) | 44,645,000 | 44,267,000 |
Common stock shares outstanding (in shares) | 44,645,000 | 44,267,000 |
Developed technology | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 52,843 | $ 38,497 |
Other | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 30,048 | $ 26,603 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
NET SALES | $ 603,838 | $ 542,149 | $ 509,689 |
COST OF SALES | 338,813 | 306,368 | 284,467 |
GROSS PROFIT | 265,025 | 235,781 | 225,222 |
OPERATING EXPENSES: | |||
Selling, general and administrative | 184,398 | 156,348 | 147,894 |
Research and development | 45,229 | 40,810 | 36,632 |
Intangible asset impairment charges | 0 | 0 | 1,102 |
Contingent consideration expense (benefit) | 61 | 80 | (572) |
Acquired in-process research and development | 461 | 1,000 | 0 |
Total operating expenses | 230,149 | 198,238 | 185,056 |
INCOME FROM OPERATIONS | 34,876 | 37,543 | 40,166 |
OTHER INCOME (EXPENSE): | |||
Interest income | 81 | 272 | 217 |
Interest expense | (8,798) | (6,229) | (8,829) |
Other income (expense) — net | (773) | (386) | 18 |
Other expense — net | (9,490) | (6,343) | (8,594) |
INCOME BEFORE INCOME TAXES | 25,386 | 31,200 | 31,572 |
INCOME TAX EXPENSE | 5,265 | 7,398 | 8,598 |
NET INCOME | $ 20,121 | $ 23,802 | $ 22,974 |
EARNINGS PER COMMON SHARE: | |||
Basic (in dollars per share) | $ 0.45 | $ 0.54 | $ 0.53 |
Diluted (in dollars per share) | $ 0.45 | $ 0.53 | $ 0.53 |
AVERAGE COMMON SHARES: | |||
Basic (in shares) | 44,408 | 44,036 | 43,143 |
Diluted (in shares) | 44,862 | 44,511 | 43,409 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 20,121 | $ 23,802 | $ 22,974 |
Other comprehensive income (loss): | |||
Cash Flow Hedges | 4,784 | (571) | (630) |
Less income tax benefit (expense) | (1,861) | 222 | 245 |
Foreign currency translation adjustment | 878 | (3,037) | (3,160) |
Less income tax benefit (expense) | (196) | 311 | 190 |
Total other comprehensive income (loss) | 3,605 | (3,075) | (3,355) |
Total comprehensive income | $ 23,726 | $ 20,727 | $ 19,619 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) |
Beginning balance at Dec. 31, 2013 | $ 405,706 | $ 177,775 | $ 226,988 | $ 943 |
Beginning balance (in shares) at Dec. 31, 2013 | 42,846 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 22,974 | 22,974 | ||
Other comprehensive income (loss) | (3,355) | (3,355) | ||
Excess tax benefits from stock-based compensation | 576 | $ 576 | ||
Stock-based compensation expense | 1,460 | 1,460 | ||
Options exercised | 9,638 | $ 9,638 | ||
Options exercised (in shares) | 878 | |||
Issuance of common stock under Employee Stock Purchase Plans | 450 | $ 450 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 33 | |||
Shares surrendered in exchange for payment of payroll tax liabilities | (249) | $ (249) | ||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (16) | |||
Shares surrendered in exchange for the exercise of stock options | (1,941) | $ (1,941) | ||
Shares surrendered in exchange for the exercise of stock options (in shares) | (127) | |||
Ending balance at Dec. 31, 2014 | 435,259 | $ 187,709 | 249,962 | (2,412) |
Ending balance (in shares) at Dec. 31, 2014 | 43,614 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 23,802 | 23,802 | ||
Other comprehensive income (loss) | (3,075) | (3,075) | ||
Excess tax benefits from stock-based compensation | 2,124 | $ 2,124 | ||
Stock-based compensation expense | 2,243 | 2,243 | ||
Options exercised | 10,029 | $ 10,029 | ||
Options exercised (in shares) | 858 | |||
Issuance of common stock under Employee Stock Purchase Plans | 441 | $ 441 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 23 | |||
Shares surrendered in exchange for payment of payroll tax liabilities | (918) | $ (918) | ||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (43) | |||
Shares surrendered in exchange for the exercise of stock options | (3,802) | $ (3,802) | ||
Shares surrendered in exchange for the exercise of stock options (in shares) | (185) | |||
Ending balance at Dec. 31, 2015 | $ 466,103 | $ 197,826 | 273,764 | (5,487) |
Ending balance (in shares) at Dec. 31, 2015 | 44,267 | 44,267 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | $ 20,121 | 20,121 | ||
Other comprehensive income (loss) | 3,605 | 3,605 | ||
Excess tax benefits from stock-based compensation | 669 | $ 669 | ||
Stock-based compensation expense | 2,506 | 2,506 | ||
Options exercised | $ 4,923 | $ 4,923 | ||
Options exercised (in shares) | 362 | 362 | ||
Issuance of common stock under Employee Stock Purchase Plans | $ 694 | $ 694 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 34 | |||
Shares surrendered in exchange for payment of payroll tax liabilities | (86) | $ (86) | ||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (4) | |||
Shares surrendered in exchange for the exercise of stock options | (346) | $ (346) | ||
Shares surrendered in exchange for the exercise of stock options (in shares) | (14) | |||
Ending balance at Dec. 31, 2016 | $ 498,189 | $ 206,186 | $ 293,885 | $ (1,882) |
Ending balance (in shares) at Dec. 31, 2016 | 44,645 | 44,645 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 20,121 | $ 23,802 | $ 22,974 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 43,755 | 37,425 | 35,929 |
Losses (gains) on sales and/or abandonment of property and equipment | 530 | (23) | 916 |
Write-off of patents and intangible assets | 101 | 141 | 1,427 |
Acquired in-process research and development | 461 | 1,000 | 0 |
Amortization of deferred credits | (170) | (171) | (175) |
Amortization of long-term debt issuance costs | 952 | 987 | 987 |
Deferred income taxes | (962) | 3,450 | 3,870 |
Excess tax benefits from stock-based compensation | (669) | (2,124) | (576) |
Stock-based compensation expense | 2,506 | 2,243 | 1,460 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Trade receivables | (6,816) | (5,872) | (13,599) |
Employee receivables | 15 | (52) | 46 |
Other receivables | 1,146 | 387 | (3,042) |
Inventories | (3,656) | (13,113) | (9,396) |
Prepaid expenses | 271 | (696) | (58) |
Prepaid income taxes | 404 | (1,788) | (41) |
Income tax refund receivables | 406 | (784) | 11 |
Other assets | (3,763) | (362) | (1,388) |
Trade payables | (6,835) | 14,766 | 5,326 |
Accrued expenses | 3,245 | 5,656 | 6,137 |
Advances from employees | (3) | 217 | 142 |
Income taxes payable | 1,451 | 2,199 | 1,083 |
Liabilities related to unrecognized tax benefits | 597 | 536 | (76) |
Deferred compensation payable | 712 | (135) | 802 |
Other long-term obligations | (200) | 1,769 | 566 |
Total adjustments | 33,478 | 45,656 | 30,351 |
Net cash provided by operating activities | 53,599 | 69,458 | 53,325 |
Capital expenditures for: | |||
Property and equipment | (32,837) | (50,959) | (34,181) |
Intangible assets | (2,217) | (1,956) | (1,714) |
Proceeds from sale-leaseback transactions | 0 | 2,017 | 5,521 |
Proceeds from Sale of Other Assets, Investing Activities | 1,089 | 0 | 0 |
Proceeds from the sale of property and equipment | 19 | 1,247 | 98 |
Cash paid in acquisitions, net of cash acquired | (125,161) | (12,368) | (5,927) |
Net cash used in investing activities | (159,107) | (62,019) | (36,203) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock | 5,271 | 6,668 | 8,146 |
Proceeds from issuance of long-term debt | 219,505 | 152,375 | 144,018 |
Payments on long-term debt | (102,098) | (169,272) | (169,392) |
Excess tax benefits from stock-based compensation | 669 | 2,124 | 576 |
Long-term debt issuance costs | (1,948) | 0 | 0 |
Contingent payments related to acquisitions | (218) | (1,212) | (67) |
Payment of taxes related to an exchange of common stock | (86) | (918) | (249) |
Net cash provided by (used in) financing activities | 121,095 | (10,235) | (16,968) |
EFFECT OF EXCHANGE RATES ON CASH | (593) | (382) | (258) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 14,994 | (3,178) | (104) |
CASH AND CASH EQUIVALENTS: | |||
Beginning of year | 4,177 | 7,355 | 7,459 |
End of year | 19,171 | 4,177 | 7,355 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Interest (net of capitalized interest of $460, $325 and $389, respectively) | 8,872 | 6,273 | 9,014 |
Income taxes | 2,318 | 3,409 | 3,289 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Property and equipment purchases in accounts payable | 2,398 | 3,199 | 2,896 |
Receivable due for sale of equipment | 0 | 0 | 1,256 |
Cost method investment converted to intangible asset in acquisition in lieu of additional cash payment | 0 | 1,010 | 0 |
Contingent receivable in exchange for sale of cost method investment | 711 | 0 | 0 |
Acquisition purchases in accrued expenses and other long-term obligations | 0 | 1,300 | 1,000 |
Merit common stock surrendered (14, 185 and 127 shares, respectively) in exchange for exercise of stock options | $ 346 | $ 3,802 | $ 1,941 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Net capitalized interest | $ 460 | $ 325 | $ 389 |
Common Stock | |||
Company's common stock surrendered in exchange for the exercise of stock options (in shares) | 14 | 185 | 127 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization . Merit Medical Systems, Inc. (“Merit,” “we,” or “us”) designs, develops, manufactures and markets single-use medical products for interventional and diagnostic procedures. For financial reporting purposes, 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 embolotherapeutic, cardiac rhythm management, electrophysiology, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. We manufacture our products in plants located in the United States, Mexico, The Netherlands, Ireland, France and Brazil. We export sales to dealers and have direct sales forces in the United States, Canada, Western Europe, Australia, Brazil, Russia, and China (see Note 12). Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The following is a summary of the more significant of such policies. Use of Estimates in Preparing Financial Statements . The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Principles of Consolidation . The consolidated financial statements include our wholly owned subsidiaries. Intercompany balances and transactions have been eliminated. Cash and Cash Equivalents . For purposes of the statements of cash flows, we consider interest bearing deposits with an original maturity date of three months or less to be cash equivalents. Receivables . The allowance for uncollectible accounts receivable is based on our historical bad debt experience and on management’s evaluation of our ability to collect individual outstanding balances. Inventories . We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Market value for raw materials is based on replacement costs. Inventory costs include material, labor and manufacturing overhead. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and product expiration. Goodwill and Intangible Assets . We test goodwill balances for impairment on an annual basis as of July 1 or whenever impairment indicators arise. We utilize several reporting units in evaluating goodwill for impairment. We assess the estimated fair value of reporting units using a combination of a guideline public company market-based approach and a discounted cash flow income-based approach. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment charge is recognized in an amount equal to the excess of the carrying amount of the reporting unit goodwill over the implied fair value of that goodwill. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. Intangible assets are amortized on a straight-line basis, except for customer lists, which are generally amortized on an accelerated basis, over the following useful lives: Customer lists 5 - 14 years Developed technology 8 - 15 years Distribution agreements 3 - 12 years License agreements and trademarks 4 - 15 years Covenants not to compete 7 - 10 years Patents 17 years Royalty agreements 5 years Long-Lived Assets . We periodically review the carrying amount of our long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. There were no impairments of long-lived assets during the years ended December 31, 2016 , 2015 and 2014 , except as noted in Note 4. Property and Equipment . Property and equipment is stated at the historical cost of construction or purchase. Construction costs include interest costs capitalized during construction. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Construction-in-process consists of new buildings and various production equipment being constructed internally and externally. Assets in construction-in-process will commence depreciating once the asset has been placed in service. Depreciation is computed using the straight-line method over estimated useful lives as follows: Buildings 40 years Manufacturing equipment 4 - 20 years Furniture and fixtures 3 - 20 years Land improvements 10 - 20 years Leasehold improvements 4 - 25 years Depreciation expense related to property and equipment for the years ended December 31, 2016 , 2015 and 2014 was approximately $24.5 million , $22.6 million , and $21.0 million , respectively. Deferred Compensation . We have a deferred compensation plan that permits certain management employees to defer a portion of their salary until the future. We established a Rabbi trust to finance obligations under the plan with corporate-owned variable life insurance contracts. The cash surrender value totaled approximately $9.9 million and $8.8 million at December 31, 2016 and 2015 , respectively, which is included in other assets in our consolidated balance sheets. We have recorded a deferred compensation payable of approximately $9.2 million and $8.5 million at December 31, 2016 and 2015 , respectively, to reflect the liability to our employees under this plan. Other Assets . Other assets consist of our deferred compensation plan cash surrender value discussed above, unamortized debt issuance costs, investments in privately-held companies accounted for at cost, a long-term income tax refund receivable, and deposits related to various leases. Deferred Credits . Deferred credits consist of grant money received from the Irish government. Grant money is received for a percentage of expenditures on eligible property and equipment, specific research and development projects and costs of hiring and training employees. Amounts related to the acquisition of property and equipment are amortized as a reduction of depreciation expense over the lives of the corresponding property and equipment. Revenue Recognition . We sell our single-use disposable medical products through a direct sales force in the U.S. and through OEM relationships, custom procedure tray manufacturers and a combination of direct sales force and independent distributors in international markets. Revenues from these customers are recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer. We have certain written agreements with group purchasing organizations to sell our products to participating hospitals. These agreements have destination shipping terms which require us to defer the recognition of a sale until the product has arrived at the participating hospitals. We reserve for sales returns, including returns related to defective products, as a reduction in net sales, based on our historical experience. We also offer sales rebates and discounts to purchasing groups. These reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the years ended December 31, 2016 , 2015 and 2014 . In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes. We present these taxes on a net basis. Shipping and Handling . We bill our customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales. Cost of Sales . We include product costs (i.e. material, direct labor and overhead costs), shipping and handling expense, medical device excise tax, product royalty expense, developed technology amortization expense, production-related depreciation expense and product license agreement expense in cost of sales. Research and Development . Research and development costs are expensed as incurred. Income Taxes . We utilize an asset and liability approach for financial accounting and reporting for income taxes. Deferred income taxes are provided for temporary differences in the basis of assets and liabilities as reported for financial statement and income tax purposes. Deferred income taxes reflect the tax effects of net operating loss and tax credit carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of certain deferred tax assets is dependent upon future earnings, if any. We make estimates and judgments in determining the need for a provision for income taxes, including the estimation of our taxable income for each full fiscal year. Earnings per Common Share . Net income per common share is computed by both the basic method, which uses the weighted average number of our common shares outstanding, and the diluted method, which includes the dilutive common shares from stock options and warrants, as calculated using the treasury stock method. Fair Value Measurements . The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Stock-Based Compensation . We recognize the fair value compensation cost relating to share-based payment transactions in accordance with Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation . Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period. The fair value of our stock options is estimated using a Black-Scholes option valuation model. Stock-based compensation expense for the years ended December 31, 2016 , 2015 and 2014 was approximately $2.5 million , $2.2 million and $1.5 million , respectively. Concentration of Credit Risk . Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We provide credit, in the normal course of business, primarily to hospitals and independent third-party custom procedure tray manufacturers and distributors. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. Sales to our single largest customer accounted for approximately 3% of net sales for each of the years ended December 31, 2016 , 2015 and 2014 . Foreign Currency . The financial statements of our foreign subsidiaries are measured using local currencies as the functional currency, with the exception of our subsidiaries in Ireland and Mexico, which each use the U.S. Dollar as its functional currency. Assets and liabilities are translated into U.S. Dollars at year-end rates of exchange and results of operations are translated at average rates for the year. Gains and losses resulting from these translations are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Foreign currency transactions denominated in a currency other than the entity’s functional currency are included in determining net income for the period. Such foreign currency transaction gains and losses have not been significant for purposes of our financial reporting. Derivatives . We use forward contracts to mitigate our exposure to volatility in foreign exchange rates, and we use interest rate swaps to hedge changes in the benchmark interest rate related to our Second Amended Credit Agreement described in Note 7. All derivatives are recognized in the consolidated balance sheets at fair value. Classification of each hedging instrument is based upon whether the maturity of the instrument is less than or greater than 12 months. We do not purchase or hold derivative financial instruments for speculative or trading purposes (see Note 8). Accumulated Other Comprehensive Income (Loss) . As of December 31, 2016 , accumulated other comprehensive income (loss) included approximately $2.9 million (net of tax of $(1.9) million ) related to cash flow hedges and ($4.8) million (net of tax of $318,000 ) related to foreign currency translation. As of December 31, 2015 , accumulated other comprehensive income (loss) included approximately $1,000 (net of tax of $(1,000) ) related to an interest rate swap and ($5.5) million (net of tax of $513,000 ) related to foreign currency translation. Recently Issued Financial Accounting Standards . In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under these amendments, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. We plan to early adopt ASU 2017-01 effective January 1, 2017. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which provides guidance to entities to assist with evaluating when a set of transferred assets and activities is a business and provides a screen to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. We plan to early adopt ASU 2017-01 effective January 1, 2017. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory , which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 will be effective for us on January 1, 2018. We are currently evaluating the impact of adopting ASU 2016-16 on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 will be effective for us on January 1, 2018 with early adoption permitted. We do not presently anticipate that the adoption of ASU 2016-15 will have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which requires companies to record excess tax benefits and deficiencies in income rather than the current requirement to record them through equity. ASU 2016-09 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. ASU 2016-09 will be effective for us on January 1, 2017. Early adoption of ASU 2016-09 will be permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. We do not anticipate that the adoption of ASU 2016-09 will have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases , which eliminates the current tests for lease classification under U.S. GAAP and requires lessees to recognize the right-of-use assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 provides that 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 that ASU 2016-02 is anticipated to have on our consolidated financial statements. We currently expect that most of our operating lease commitments will be subject to the new standard and recognized as lease liabilities and right-of-use assets upon our adoption of ASU 2016-02. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which 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, ASU 2016-01 clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. ASU 2016-01 will be effective for us on January 1, 2018. 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 of ASU 2016-01, 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 do not presently anticipate that the adoption of ASU 2016-01 will have a material impact on our financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which will require all deferred tax assets and deferred tax liabilities to be presented as noncurrent within a classified balance sheet. ASU 2015-17 will be effective for us as of January 1, 2017, with early application permitted. ASU 2015-17 may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. We have elected not to early adopt ASU 2015-17. We do not anticipate that the adoption of ASU 2015-17 will have a material impact on our financial statements. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . ASU 2015-11 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 ASU 2015-11 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 ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of 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 guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance is effective for us beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. We have not yet reached a final conclusion on whether we will adopt this new standard on a prospective or retrospective basis. We are concluding the assessment phase of implementing this guidance. We have evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied. Our preliminary conclusion is that we expect to identify similar performance obligations under ASC Topic 606 as compared with deliverables and separate units of account previously identified. As a result, we expect the timing of our revenue to remain the same in comparison to the current revenue recognition guidance. There are also certain considerations related to internal control over financial reporting that are associated with implementing Topic 606. We are currently evaluating our control framework for revenue recognition and identifying any changes that may need to be made in response to the new guidance. Disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance. Designing and implementing the appropriate controls over gathering and reporting the information required under Topic 606 is currently in process. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS On December 19, 2016, we paid $5.0 million for 1,251,878 shares of common stock and a distribution agreement with Bluegrass Vascular Technologies, Inc. ("Bluegrass"). The common stock, which represents an ownership interest of approximately 19.5% , has been accounted for as a cost method investment of $4.0 million reflected within other assets in the accompanying consolidated balance sheets because we are not able to exercise significant influence over the operations of Bluegrass. The distribution agreement intangible asset was valued at $1.0 million and will be amortized over a period of three years . On July 6, 2016, we acquired all of the issued and outstanding shares of DFINE Inc. ("DFINE"). The DFINE acquisition added a line of vertebral augmentation products for the treatment of vertebral compression fractures ("VCF") as well as medical devices used to treat metastatic spine tumors. We made an initial payment of $97.5 million to certain DFINE stockholders on July 6, 2016 and paid approximately $578,000 related to a net working capital adjustment subject to review by Merit and the preferred stockholders of DFINE. We accounted for the acquisition as a business combination. In the three-month period ended December 31, 2016, we negotiated the final net working capital adjustment resulting in a reduction to the purchase price of approximately $1.1 million . As a result, we recorded measurement period adjustments to reduce inventories by approximately $89,000 , reduce property and equipment by approximately $109,000 , reduce goodwill by approximately $1.2 million , reduce accrued expenses by approximately $407,000 and increase the associated deferred tax liabilities by approximately $113,000 . Under GAAP, measurement period adjustments are recognized on a prospective basis in the period of change, instead of restating prior periods. There was no impact to reported earnings in connection with these measurement period adjustments. Acquisition-related costs during the year ended December 31, 2016, which are included in selling, general, and administrative expenses in the accompanying consolidated statements of income, were approximately $1.6 million . 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, 2016, our net sales of DFINE products were approximately $13.5 million . It is not practical to separately report the earnings related to the DFINE acquisition, as we cannot split out sales costs related to DFINE products, principally because our sales representatives are selling multiple products (including DFINE products) in the cardiovascular business segment. The purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed, based on estimated fair values, as follows (in thousands): Assets Acquired Trade receivables $ 4,054 Other receivables 6 Inventories 8,585 Prepaid expenses 630 Property and equipment 1,630 Other long-term assets 145 Intangibles Developed technology 67,600 Customer lists 2,400 Trademarks 4,400 Goodwill 24,818 Total assets acquired 114,268 Liabilities Assumed Trade payables (1,790 ) Accrued expenses (5,298 ) Deferred income tax liabilities - current (701 ) Deferred income tax liabilities - noncurrent (10,844 ) Total liabilities assumed (18,633 ) Net assets acquired, net of cash received of $1,327 $ 95,635 The gross amount of trade receivables we acquired in the acquisition was approximately $4.3 million , of which approximately $224,000 was expected to be uncollectible or returned. With respect to the DFINE assets, we are amortizing developed technology over fifteen years and customer lists on an accelerated basis over nine 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 fifteen years from the acquisition date. The total weighted-average amortization period for these acquired intangible assets is 14.8 years . The following table summarizes our consolidated results of operations for the years ended December 31, 2016 and 2015, as well as unaudited pro forma consolidated results of operations as though the acquisition had occurred on January 1, 2015 (in thousands, except per common share amounts): 2016 2015 As Reported Pro Forma As Reported Pro Forma Net Sales $ 603,838 $ 621,463 $ 542,149 $ 575,541 Net Income 20,121 9,825 23,802 3,135 Earnings per common share: Basic $ 0.45 $ 0.22 $ 0.54 $ 0.07 Diluted $ 0.45 $ 0.22 $ 0.53 $ 0.07 The unaudited pro forma information set forth above is for informational purposes only and includes adjustments related to amortization expense of 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 DFINE acquisition had occurred on January 1, 2015, or results that may be obtained in any future period. 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 HeRO Graft is a fully subcutaneous vascular access system intended for use in maintaining long-term vascular access for chronic hemodialysis patients who have failing fistulas, grafts or are catheter dependent due to a central venous blockage. The purchase price was $18.5 million , which was paid in full during 2016. We accounted for this acquisition as a business combination. The purchase price was allocated as follows (in thousands): Assets Acquired Inventories $ 2,455 Property and equipment 290 Intangibles Developed technology 12,100 Trademarks 700 Customers Lists 400 Goodwill 2,555 Total assets acquired $ 18,500 We are amortizing the developed HeRO Graft technology asset over ten years, the related trademarks over 5.5 years, and the associated customer lists over 12 years. We have estimated the weighted average life of the intangible HeRO Graft assets acquired to be approximately 9.82 years. Acquisition-related costs related to the HeRO Graft device and other related assets during the year ended December 31, 2016, which are 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 year ended December 31, 2016, our net sales of the products acquired from CryoLife were approximately $7.1 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 HeRO Graft device) in the cardiovascular business segment. The pro forma consolidated results of operations acquired from CryoLife are not presented, as we believe the pro forma financial effect of the transaction is not significant. During 2016, we paid approximately $3.0 million for 2,965,000 preferred limited liability company units of Cagent Vascular, LLC, a medical device company ("Cagent"), which represents an ownership interest of approximately 19.9% and has been accounted for as cost method investment reflected within other assets in the accompanying consolidated balance sheets because we are not able to exercise significant influence over the operations of Cagent. On December 4, 2015, we entered into a license agreement with ArraVasc Limited, an Irish medical 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 agreement. During the year ended December 31, 2016, we paid an additional $1.5 million as the milestones set forth in the license agreement were met during that period. 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 September 29, 2015, we entered into a license agreement with Blockade Medical, LLC, a Delaware limited liability company ("Blockade"), for rights to manufacture, market and sell a set of endovascular embolization products. As part of the agreement, we paid $1.7 million during the year ended December 31, 2015 and, in lieu of any additional payment, we converted the cost method investment in Blockade of $1.0 million we had previously recorded, toward the purchase price of the license. We recorded $2.7 million to a license agreement intangible asset, which we intend to amortize over ten years . On August 19, 2015, we purchased 116,279 shares of Series A Preferred Stock of Xablecath, Inc., a Delaware corporation ("Xablecath"), for an aggregate price of approximately $300,000 . Our ownership interest in Xablecath is approximately 14% and is accounted for as a cost-method investment reflected within other assets in the accompanying consolidated balance sheets. Xablecath is developing an over-the-wire crossing catheter. On July 17, 2015, we entered into an asset purchase agreement with LeMaitre Vascular, Inc., a Delaware corporation ("LeMaitre"), for rights to the Unballoon® non-occlusive modeling catheter. We accounted for the transaction as an asset purchase. The full purchase price of $400,000 was paid as of December 31, 2015, and the purchase price was recorded as a developed technology intangible asset, which we intend to amortize over a period of 10 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 and paid in the first quarter of 2016. We also recorded $270,000 of contingent consideration related to royalties payable to Quellent pursuant to the asset purchase agreement. The sales and results of operations related to this acquisition 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. We are amortizing the developed technology intangible asset over 13 years . The pro forma consolidated results of operations are not presented, as we believe the pro forma financial effect of the transaction is not significant. On July 1, 2015, we entered into an agreement with Catch Medical, LLC, a Utah limited liability company ("Catch Medical"), to purchase rights to a steerable snare. We expensed the full purchase price of $1.0 million to in-process research and development during the year ended December 31, 2015, because the initial costs of in-process research and development acquired in this asset purchase do not have an alternative future use. These costs include payments incurred prior to regulatory approval in connection with acquired research and development projects that provide rights to develop, manufacture, market and sell products. As of December 31, 2016 , we have paid cash of $400,000 , have a current liability recorded in accrued expenses of $200,000 for the payment that will be due in less than a year and have a long-term obligation of $400,000 recorded for the payments that will be due in over a year. On July 1, 2015, we entered into a license agreement with Distal Access, LLC, a Utah limited liability company ("Distal"), for guidewire controller technology. We made a payment of $3.5 million upon the closing of the agreement during the year ended December 31, 2015. We accounted for this acquisition as an asset purchase. We recorded the purchase price to a license agreement intangible asset of $3.5 million , which we are amortizing over a period of six years . On March 26, 2015, we entered into an asset purchase agreement with Teleflex Incorporated, a Delaware corporation ("Teleflex"). We accounted for the transaction as an asset purchase. During the year ended December 31, 2015, we paid $400,000 to acquire the asset, which we recorded as a customer list intangible asset. We paid an additional $400,000 in the year-ended December 31, 2016, which was recorded to the customer list intangible asset, because Teleflex met certain obligations under the agreement. There are no additional payments due under this agreement. We are amortizing the asset over a period of five years . On January 6, 2015, we amended a distribution and patent sublicense agreement with Catheter Connections, Inc., a Utah corporation ("Catheter Connections"), which we had originally entered into on August 21, 2012 for Catheter Connection's MaleCap Solo technology. The amendment provides exclusive rights for certain aspects of Catheter Connection's DualCap disinfecting cap technology. The purchase price of $250,000 was allocated to a distribution agreement asset, which we are amortizing over ten years . On November 25, 2014, we entered into a marketing, distribution, and license agreement with a medical device company for the right to market and distribute certain introducer shaft products. During the year ended December 31, 2014, we paid $624,800 in connection with this agreement. During the year ended December 31, 2015, we paid an additional $1.1 million as a milestone related to 510(k) clearance was achieved. We are obligated to pay an additional €500,000 if additional milestones set forth in the agreement are reached. We accounted for the transaction as an asset purchase. We recorded the amount paid as a license agreement asset, which we intend to amortize over a period of ten years . 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 December 31, 2014, we had paid $3.0 million and recorded an additional $1.0 million obligation to accrued liabilities in connection with these two agreements. During 2015, we paid $3.5 million , which included the amount that was accrued as of December 31, 2014 and the amount related to the achievement of certain milestones under the agreements. As of December 31, 2015, we had paid all obligations under these two agreements. We accounted for the transaction as an asset purchase. The purchase price was allocated as follows: $200,000 to a distribution agreement asset, which we are amortizing over a period of three years and $6.3 million to a license agreement asset, which we are amortizing over a period of 12 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 are amortizing over a period of ten 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 as a cost-method investment. We made a refundable advance to G Medix of $350,000 in 2013 that was credited against the final purchase amount, resulting in a $1.45 million cash payment to G Medix during 2014. G Medix develops catheter-based therapeutic devices. 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 4). The goodwill recognized from certain acquisitions is expected to be deductible for income tax purposes. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories at December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 2015 Finished goods $ 63,852 $ 59,170 Work-in-process 11,008 8,540 Raw materials 45,835 38,289 Total $ 120,695 $ 105,999 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 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 years ended December 31, 2016 and 2015 , are as follows (in thousands): 2016 2015 Goodwill balance at January 1 $ 184,472 $ 184,464 Effect of foreign exchange 82 (52 ) Additions as the result of acquisitions 27,373 60 Goodwill balance at December 31 $ 211,927 $ 184,472 As of December 31, 2016 , we had recorded $8.3 million of accumulated goodwill impairment charges. All of the goodwill balance as of December 31, 2016 and 2015 , is related to our cardiovascular segment. Other intangible assets at December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 14,130 $ (3,165 ) $ 10,965 Distribution agreements 6,626 (3,527 ) 3,099 License agreements 20,695 (3,422 ) 17,273 Trademarks 12,380 (3,330 ) 9,050 Covenants not to compete 1,028 (936 ) 92 Customer lists 22,261 (15,401 ) 6,860 Royalty agreements 267 (267 ) — Total $ 77,387 $ (30,048 ) $ 47,339 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 years ended December 31, 2016 , 2015 and 2014 was approximately $19.3 million , $14.8 million and $14.9 million , respectively. 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 did not record any impairment charges during the years ended December 31, 2016 and 2015. During the third quarter of 2014, we compared the carrying value of the amortizing intangible assets acquired in our January 2012 acquisition of Ostial to the undiscounted cash flows expected to result from the asset group and determined that the carrying amount was not recoverable. We then determined the fair value of the amortizing assets related to the Ostial acquisition based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. Some of the factors that influenced our estimated cash flows were slower than anticipated sales growth in the products acquired from our Ostial acquisition and uncertainty about future sales growth. The excess of the carrying value compared to the fair value was recognized as an intangible asset impairment charge. We recorded an impairment charge for Ostial of approximately $1.1 million , which was offset by approximately $874,000 of fair value reductions to the related contingent consideration liability. Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of December 31, 2016 (in thousands): Year Ending December 31 2017 $ 21,800 2018 21,229 2019 20,826 2020 19,732 2021 13,296 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES For the years ended December 31, 2016 , 2015 and 2014 , income before income taxes is broken out between U.S. and foreign-sourced operations and consisted of the following (in thousands): 2016 2015 2014 Domestic $ 6,174 $ 9,470 $ 16,961 Foreign 19,212 21,730 14,611 Total $ 25,386 $ 31,200 $ 31,572 The components of the provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 Current expense (benefit): Federal $ 1,933 $ (17 ) $ 1,316 State 492 747 768 Foreign 3,802 3,218 2,644 Total current expense 6,227 3,948 4,728 Deferred expense (benefit): Federal (144 ) 3,250 4,078 State (195 ) 294 (119 ) Foreign (623 ) (94 ) (89 ) Total deferred (benefit) expense (962 ) 3,450 3,870 Total income tax expense $ 5,265 $ 7,398 $ 8,598 The difference between the income tax expense reported and amounts computed by applying the statutory federal rate of 35.0% to pretax income for the years ended December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 Computed federal income tax expense at statutory rate of 35% $ 8,885 $ 10,920 $ 11,050 State income taxes 193 698 438 Tax credits (1,164 ) (1,019 ) (888 ) Production activity deduction (53 ) — — Foreign tax rate differential (3,717 ) (3,564 ) (1,958 ) Uncertain tax positions 597 536 (76 ) Deferred compensation insurance assets (307 ) 182 (81 ) Transaction-related expenses 274 — — Other — including the effect of graduated rates 557 (355 ) 113 Total income tax expense $ 5,265 $ 7,398 $ 8,598 Deferred income tax assets and liabilities at December 31, 2016 and 2015 , consisted of the following temporary differences and carry-forward items (in thousands): 2016 2015 Deferred income tax assets: Allowance for uncollectible accounts receivable $ 645 $ 531 Accrued compensation expense 6,203 5,534 Inventory differences 1,065 2,043 Net operating loss carryforwards 27,742 11,434 Deferred revenue 73 118 Stock-based compensation expense 2,738 2,532 Federal research and development credit carryforward 3,524 2,355 Foreign tax credits 364 600 Other 6,984 5,754 Total deferred income tax assets 49,338 30,901 Deferred income tax liabilities: Prepaid expenses (782 ) (841 ) Property and equipment (25,108 ) (24,467 ) Intangible assets (35,773 ) (6,495 ) Other (1,480 ) (1,077 ) Total deferred income tax liabilities (63,143 ) (32,880 ) Valuation allowance (3,786 ) (1,981 ) Net deferred income tax assets (liabilities) $ (17,591 ) $ (3,960 ) Reported as: Deferred income tax assets - Current $ 8,219 $ 7,025 Deferred income tax assets - Long-term 171 — Deferred income tax liabilities - Current — — Deferred income tax liabilities - Long-term (25,981 ) (10,985 ) Net deferred income tax liabilities $ (17,591 ) $ (3,960 ) The long-term deferred income tax balances are not netted as they represent deferred amounts applicable to different taxing jurisdictions. Deferred income tax balances reflect the temporary differences between the carrying amounts of assets and liabilities and their tax basis and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. The valuation allowance is primarily related to state credit carryforwards, non-US net operating loss carryforwards, and capital loss carryforwards for which we believe it is more likely than not that the deferred tax assets will not be realized. The valuation allowance increased by approximately $1.8 million , $378,000 , and $240,000 during the years ended December 31, 2016 , 2015 and 2014 , respectively. We have not provided U.S. deferred income taxes or foreign withholding taxes on the undistributed earnings of certain foreign subsidiaries that are intended to be reinvested indefinitely in operations outside the United States. It is not practical to estimate the amount of additional taxes that might be payable on such undistributed earnings. As of December 31, 2016 and 2015 , we had U.S federal net operating loss carryforwards of approximately $76.4 million and $32.7 million , respectively, which were generated by DFINE, Inc. and Biosphere Medical, Inc. prior to our acquisition of these companies. The increase in our net operating loss carryforwards during 2016 relates to our acquisition of DFINE, Inc. in July 2016. These net operating loss carryforwards, which expire at various dates through 2035, are subject to an annual limitation under Internal Revenue Code Section 382. We anticipate that we will utilize the net operating loss carryforwards over the next 19 years. We utilized a total of approximately $6.2 million and $6.0 million in U.S. federal net operating loss carryforwards during the years ended December 31, 2016 and 2015 , respectively. As of December 31, 2016 , we had $3.0 million of non-U.S. net operating loss carryforwards, which have no expiration date. As of December 31, 2015 , we had $0 of non-U.S. net operating loss carryforwards. Non-U.S. net operating loss carryforwards utilized during the year ended December 31, 2016 and 2015 were not material. We are subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. In our opinion, we have made adequate provisions for income taxes for all years subject to audit. We are no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2013. In foreign jurisdictions, we are no longer subject to income tax examinations for years before 2010. Although we believe our estimates are reasonable, the final outcomes of these matters may be different from those which we have reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and operating results in the period in which we make such determination. The total liability for unrecognized tax benefits at December 31, 2016 , including interest and penalties, was approximately $2.8 million , of which approximately $2.8 million would favorably impact our effective tax rate if recognized. Approximately $2.3 million of the total liability at December 31, 2016 was presented as a reduction to non-current deferred income tax assets on our consolidated balance sheet. The total liability for unrecognized tax benefits at December 31, 2015 , including interest and penalties, was approximately $2.2 million , of which approximately $2.2 million would favorably impact our effective tax rate if recognized. Approximately $1.4 million of the total liability at December 31, 2015 was presented as a reduction to non-current deferred income tax assets on our consolidated balance sheet. As of December 31, 2016 and 2015 , we had accrued approximately $216,000 and $187,000 respectively, in total interest and penalties related to unrecognized tax benefits. We account for interest and penalties for unrecognized tax benefits as part of our income tax provision. During the years ended December 31, 2016 , 2015 and 2014 we added interest and penalties of approximately $30,000 , $6,000 and $42,000 , respectively, to our liability for unrecognized tax benefits. It is reasonably possible that within the next 12 months the total liability for unrecognized tax benefits may increase, net of potential decreases due to the expiration of statutes of limitation, up to $500,000 . A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax benefits for the years ended December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): Tabular Roll-forward 2016 2015 2014 Unrecognized tax benefits, opening balance $ 1,982 $ 1,736 $ 2,129 Gross increases in tax positions taken in a prior year 77 187 142 Gross increases in tax positions taken in the current year 856 763 309 Lapse of applicable statute of limitations (366 ) (704 ) (844 ) Unrecognized tax benefits, ending balance $ 2,549 $ 1,982 $ 1,736 The tabular roll-forward ending balance does not include interest and penalties related to unrecognized tax benefits. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | ACCRUED EXPENSES Accrued expenses at December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 2015 Payroll taxes $ 2,406 $ 2,369 Payroll 7,733 4,971 Bonuses 4,470 5,283 Commissions 974 790 Vacation 8,846 7,748 Royalties 1,806 1,499 Value-added tax 2,046 1,797 Other accrued expenses 16,666 13,389 Total $ 44,947 $ 37,846 |
Revolving Credit Facility and L
Revolving Credit Facility and Long-Term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility and Long-Term Debt | REVOLVING CREDIT FACILITY AND LONG-TERM DEBT On July 6, 2016, we entered into a Second Amended and Restated Credit Agreement (as amended on September 28, 2016, the “Second Amended Credit Agreement”), with Wells Fargo Bank, National Association, as administrative agent, swingline lender and a lender, and Wells Fargo Securities, LLC, as sole lead arranger and sole bookrunner. In addition to Wells Fargo Bank, National Association, Bank of America, N.A., U.S. Bank, National Association, and HSBC Bank USA, National Association, are parties to the Second Amended Credit Agreement as lenders. The Second Amended Credit Agreement amends and restates in its entirety Merit’s previously outstanding Amended and Restated Credit Agreement and all amendments thereto. The Second Amended Credit Agreement provides for a term loan of $150 million and a revolving credit commitment up to an aggregate amount of $275 million , which includes a reserve of $25 million to make swingline loans from time to time. The term loan is payable in quarterly installments in the amounts provided in the Second Amended Credit Agreement until the maturity date of July 6, 2021, at which time the term and revolving credit loans, together with accrued interest thereon, will be due and payable. 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. In summary, principal balances under our long-term debt as of December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 2015 Term loan $ 145,000 $ 64,962 Revolving credit loans 180,000 142,631 Less debt issuance costs (627 ) — Total long-term debt 324,373 207,593 Less current portion 10,000 10,000 Long-term portion $ 314,373 $ 197,593 Revolving credit loans denominated in dollars and term loans made under the Second Amended Credit Agreement bear interest, at our election, at either a Base Rate or Eurocurrency Base Rate (as such terms are defined in the Second Amended Credit Agreement) plus the applicable margin, which increases as our Consolidated Total Leverage Ratio (as defined in the Second Amended Credit Agreement) increases. Revolving credit loans denominated in an Alternative Currency (as defined in the Second Amended Credit Agreement) bear interest at the Eurocurrency rate plus the applicable margin. Swingline loans bear interest at the base rate plus the applicable margin. Upon an event of default, the interest rate may be increased by 2.0% . The revolving credit commitment will also carry a commitment fee of 0.15% to 0.40% per annum on the unused portion. The Second Amended Credit Agreement is collateralized by substantially all our assets. The Second Amended Credit Agreement contains covenants, representations and warranties and other terms customary for loans of this nature. The Second Amended Credit Agreement requires that we maintain certain financial covenants, as follows: Covenant Requirement Consolidated Total Leverage Ratio (1) Through March 31, 2017 4.5 to 1.0 April 1, 2017 through June 30. 2017 4.0 to 1.0 July 1, 2017 through December 31, 2017 3.75 to 1.0 January 1, 2018 through March 31, 2018 3.5 to 1.0 April 1, 2018 and thereafter 3.25 to 1.0 Consolidated EBITDA (2) 1.25 to 1.0 Consolidated Net Income (3) $— Facility Capital Expenditures (4) $30 million (1) Maximum Consolidated Total Leverage Ratio (as defined in the Second Amended Credit Agreement) as of any fiscal quarter end. (2) Minimum ratio of Consolidated EBITDA (as defined in the Second Amended Credit Agreement and adjusted for certain expenditures) to Consolidated Fixed Charges (as defined in the Second Amended Credit Agreement) for any period of four consecutive fiscal quarters. (3) Minimum level of Consolidated Net Income (as defined in the Second Amended Credit Agreement) for certain periods, and subject to certain adjustments. (4) Maximum level of the aggregate amount of all Facility Capital Expenditures (as defined in the Second Amended Credit Agreement) in any fiscal year. Additionally, the Second Amended Credit Agreement contains customary events of default and affirmative and negative covenants for transactions of this type. As of December 31, 2016 , we believe we were in compliance with all covenants set forth in the Second Amended Credit Agreement. Future minimum principal payments on our long-term debt as of December 31, 2016 , are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments 2017 10,000 2018 12,500 2019 15,000 2020 17,500 2021 270,000 Total future minimum principal payments $ 325,000 As of December 31, 2016 , we had outstanding borrowings of approximately $325.0 million under the Second Amended Credit Agreement, with available borrowings of approximately $95.0 million , based on the leverage ratio required pursuant to the Second Amended Credit Agreement. Our interest rate as of December 31, 2016 was a fixed rate of 3.12% on $45.0 million and 2.98% on $130.0 million as a result of interest rate swaps (see Note 8), and a variable floating rate of 2.77% on $150.0 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 | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | DERIVATIVES General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of these risks by entering into derivative contracts. The derivatives we use are interest rate swaps and foreign currency forward contracts. We recognize derivatives as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether or not hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative programs are classified as operating activities in the accompanying consolidated statements of cash flows. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting initially and on an ongoing basis. Changes in the fair value of derivatives that qualify for hedge accounting treatment are recorded, net of applicable taxes, in accumulated other comprehensive income (loss), a component of stockholders’ equity in the accompanying consolidated balance sheets. For the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Changes in the fair value of derivatives not designated as hedging instruments are recorded in earnings throughout the term of the derivative. Interest Rate Risk. 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 our Second Amended Credit Agreement that is solely due to changes in the benchmark interest rate. Derivatives Designated as Cash Flow Hedges On December 19, 2012, we entered into a pay-fixed, receive-variable interest rate swap having an initial notional amount of $150 million with Wells Fargo to fix the one-month LIBOR rate at 0.98% . The variable portion of the interest rate swap is tied to the one-month LIBOR rate (the benchmark interest rate). The interest rates under both the interest rate swap and the underlying debt reset, the swap is settled with the counterparty, and interest is paid, on a monthly basis. The notional amount of the interest rate swap is reduced quarterly by 50% of the minimum principal payment due under the terms of our Second Amended Credit Agreement. The interest rate swap is scheduled to expire on December 19, 2017. On August 5, 2016, we entered into a pay-fixed, receive-variable interest rate swap having an initial notional amount of $42.5 million with Wells Fargo to fix the one-month LIBOR rate at 1.12% . 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 increases quarterly by an amount equal to the decrease of the hedge entered into on December 19, 2012, up to the amount of $175.0 million . The interest rate swap is scheduled to expire on July 6, 2021. At December 31, 2016 and 2015 , our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swaps at December 31, 2016 was an asset of approximately $5.0 million , which was partially offset by approximately $1.9 million 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. Foreign Currency Risk . We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years. We are primarily exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in Euros, British Pounds, Chinese Yuan Renminbi, Mexican Pesos, Brazilian Reals, Australian Dollars, Hong Kong Dollars, Swiss Francs, Swedish Krona, Canadian Dollars, and Danish Krone. We do not use derivative financial instruments for trading or speculative purposes. We are not subject to any credit risk contingent features related to our derivative contracts, and counterparty risk is managed by allocating derivative contracts among several major financial institutions. Derivatives Designated as Cash Flow Hedges For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion) or hedge components excluded from the assessment of effectiveness, are recognized in earnings during the current period. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the hedges is to reduce the variability of cash flows associated with the forecasted purchase or sale of the associated foreign currencies. We enter into approximately 100 cash flow foreign currency hedges every month. As of December 31, 2016, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with the following notional amounts (in thousands and in local currencies): Currency Symbol Forward Notional Amount Euro EUR 11,065 Swiss Franc CHF 1,303 Danish Krone DKK 8,795 British Pound GBP 3,115 Mexican Peso MXN 76,525 Swedish Krona SEK 13,165 Derivatives Not Designated as Cash Flow Hedges We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate that exposure. We enter into approximately 20 foreign currency fair value hedges every month. As of December 31, 2016 , we had entered into foreign currency forward contracts related to those balance sheet accounts with the following notional amounts (in thousands and in local currencies): Currency Symbol Forward Notional Amount Euro EUR 20,657 British Pound GBP 975 Chinese Yuan Renminbi CNY 16,615 Mexican Peso MXN 19,125 Brazilian Real BRL 5,100 Australian Dollar AUD 4,150 Hong Kong Dollar HKD 11,000 Swiss Franc CHF 230 Swedish Krona SEK 3,035 Canadian Dollar CAD 4,320 Balance Sheet Presentation of Derivatives. As of December 31, 2016 and 2015, all derivatives, both those designated as hedging instruments and those that were not designated as hedging instruments, were recorded gross at fair value on our consolidated balance sheets. We are not subject to any master netting agreements. The fair value of derivative instruments on a gross basis is as follows (in thousands): As of December 31, 2016 As of December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Assets Interest rates swaps Other assets (long-term) $ 4,991 Other assets (long-term) $ 2 Foreign currency forward contracts Prepaid expenses and other assets 116 N/A — Foreign currency forward contracts Other assets (long-term) 18 N/A — Liabilities Foreign currency forward contracts Accrued Expenses (275 ) N/A — Foreign currency forward contracts Other long-term obligations (18 ) N/A — Derivatives not designated as hedging instruments Assets Foreign currency forward contracts Prepaid expenses and other assets $ 220 Other Receivables $ 115 Liabilities Foreign currency forward contracts Accrued Expenses (171 ) Accrued Expenses (278 ) Income Statement Presentation of Derivatives Derivatives Designated as Cash Flow Hedges Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income and net earnings in our consolidated statements of earnings, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): Amount of Gain/(Loss) recognized in OCI Amount of Gain/(Loss) reclassified from AOCI Year ended December 31, Year ended December 31, 2016 2015 2014 2016 2015 2014 Derivative instrument Location in statements of income Interest rate swaps $4,989 $ (571 ) $ (630 ) Interest Expense $718 $1,103 $587 Foreign currency forward contracts 68 — — Revenue 21 — — Foreign currency forward contracts (273 ) — — Cost of goods sold (26 ) — — The net amount recognized in earnings during the years ended December 31, 2016, 2015 and 2014 due to ineffectiveness and amounts excluded from the assessment of hedge effectiveness were not significant. As of December 31, 2016, approximately $205,000 , or $125,000 after taxes, was expected to be reclassified from accumulated other comprehensive income to earnings in revenue and cost of sales over the succeeding twelve months. As of December 31, 2016, approximately $ 91,000 , or $56,000 after taxes, was expected to be reclassified from accumulated other comprehensive income to earnings in interest expense over the succeeding twelve months. Derivatives Not Designated as Hedging Instruments The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the years presented (in thousands): Year ended December 31, 2016 2015 2014 Derivative Instrument Location in statements of income Foreign currency forward contracts Other expense $ 69 $ (302 ) $ 8 See Note 16 for more information about our derivatives. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES We are obligated under non-terminable operating leases for manufacturing facilities, finished good distribution, office space and equipment. Total rental expense on these operating leases and on our manufacturing and office building for the years ended December 31, 2016 , 2015 and 2014 , approximated $11.4 million , $10.7 million and $8.1 million , respectively. The future minimum lease payments for operating leases as of December 31, 2016 , consisted of the following (in thousands): Years Ending Operating December 31 Leases 2017 $ 10,168 2018 9,062 2019 8,161 2020 5,100 2021 4,704 Thereafter 32,736 Total minimum lease payments $ 69,931 Sale-Leaseback . During the year ended December 31, 2015, we entered into sale and leaseback transactions to finance certain production equipment for $2.0 million . During the year ended December 31, 2014, we entered into sale and leaseback transactions to finance certain production equipment for $5.5 million . We did not enter into any new sale and leaseback transactions during the year ended December 31, 2016. The lease agreements from the sale and leaseback transactions are accounted for as operating leases. Under the terms of the lease agreements, we have agreed to operate and maintain the equipment. The lease term of the agreements is seven years. Irish Government Development Agency Grants . As of December 31, 2016 , we had entered into several grant agreements with the Irish Government Development Agency. Grants related to the acquisition of property and equipment purchased in Ireland are amortized as a reduction to depreciation expense over lives corresponding to the depreciable lives of such property and equipment. The balance of deferred credits related to such grants as of December 31, 2016 and 2015 , was approximately $2.5 million and $2.7 million , respectively. During the years ended December 31, 2016 , 2015 and 2014 , approximately $170,000 , $171,000 and $175,000 , respectively, of the deferred credit was amortized as a reduction of operating expenses. We have committed to repay the Irish government for grants received if we cease production in Ireland prior to the expiration of the grant liability period. The grant liability period is usually between five and eight years from the last claim made on a grant. As of December 31, 2016 , the total amount of grants that could be subject to refund was approximately $3.7 million , and the remaining grant liability period was two years . Our management does not currently believe we will have to repay any of these grant monies, as we have no current intention of ceasing operations in Ireland. Litigation . In the ordinary course of business, we are involved in various claims and litigation matters. These claims and litigation matters may include actions involving product liability, intellectual property, contract disputes, and employment or other matters that are significant to our business. Based upon our review of currently available information, we do not believe that any such actions are likely to be, individually or in the aggregate, materially adverse to our business, financial condition, results of operations or liquidity. In October 2016, we received a subpoena from the U.S. Department of Justice seeking information on certain of our marketing and promotional practices. We are in the process of responding to the subpoena, which we anticipate will continue during 2017. We have incurred, and anticipate that we will continue to incur, substantial costs in connection with the matter. The investigation is ongoing and at this stage we are unable to predict its scope, duration or outcome. Investigations such as this may result in the imposition of, among other things, significant damages, injunctions, fines or civil or criminal claims or penalties against our company or individuals. In the event of unexpected further developments, it is possible that the ultimate resolution of any of the foregoing matters, or other similar matters, if resolved in a manner unfavorable to us, 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. |
Earnings Per Common Share (EPS)
Earnings Per Common Share (EPS) | 12 Months Ended |
Dec. 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 Year ended December 31, 2016: Basic EPS $ 20,121 44,408 $ 0.45 Effect of dilutive stock options and warrants 454 Diluted EPS $ 20,121 44,862 $ 0.45 Year ended December 31, 2015: Basic EPS $ 23,802 44,036 $ 0.54 Effect of dilutive stock options and warrants 475 Diluted EPS $ 23,802 44,511 $ 0.53 Year ended December 31, 2014: Basic EPS $ 22,974 43,143 $ 0.53 Effect of dilutive stock options and warrants 266 Diluted EPS $ 22,974 43,409 $ 0.53 For the years ended December 31, 2016 , 2015 and 2014 , approximately 727,000 , 423,000 and 1,292,000 , respectively, of stock options were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive. |
Employee Stock Purchase Plan St
Employee Stock Purchase Plan Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Employee Stock Purchase Plan Stock Options and Warrants | EMPLOYEE STOCK PURCHASE PLAN, STOCK OPTIONS AND WARRANTS. Our stock-based compensation primarily consists of the following plans: 2006 Long-Term Incentive Plan . In May 2006, our Board of Directors adopted and our shareholders approved, the Merit Medical Systems, Inc. 2006 Long-Term Incentive Plan (the “2006 Incentive Plan”). The 2006 Incentive Plan provides for the granting of stock options, stock appreciation rights, restricted stock, stock units (including restricted stock units) and performance awards. Options may be granted to directors, officers, outside consultants and key employees and may be granted upon such terms and such conditions as the Compensation Committee of our Board of Directors determines. Options will typically vest on an annual basis over a three to five -year life (or one year if performance based) with a contractual life of seven years. As of December 31, 2016 , a total of approximately 1.7 million shares remained available to be issued under the 2006 Incentive Plan. Employee Stock Purchase Plan . We have a non-qualified Employee Stock Purchase Plan (“ESPP”), which has an expiration date of June 30, 2026. As of December 31, 2016 , the total number of shares of Common Stock that remained available to be issued under our non-qualified plan was approximately 151,000 shares. ESPP participants purchase shares on a quarterly basis at a price equal to 95% of the market price of the Common Stock at the end of the applicable offering period. Stock-Based Compensation Expense . The stock-based compensation expense before income tax expense for the years ended December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 Cost of goods sold $ 472 $ 398 $ 198 Research and development 184 122 69 Selling, general, and administrative 1,850 1,723 1,193 Stock-based compensation expense before taxes $ 2,506 $ 2,243 $ 1,460 We recognize stock-based compensation expense (net of a forfeiture rate) for those awards which are expected to vest on a straight-line basis over the requisite service period. We estimate the forfeiture rate based on our historical experience and expectations about future forfeitures. As of December 31, 2016 , the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $7.9 million and is expected to be recognized over a weighted average period of 3.45 years. In applying the Black-Scholes methodology to the option grants, the fair value of our stock-based awards granted were estimated using the following assumptions for the periods indicated below: 2016 2015 2014 Risk-free interest rate 1.15% - 1.40% 1.53% - 1.66% 1.53% - 1.97% Expected option life 5.0 years 5.0 years 5.0 - 5.5 years Expected dividend yield —% —% —% Expected price volatility 34.28% - 37.06% 33.72% - 35.11% 34.52% - 36.90% 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. We determine the expected term of the stock options using the historical exercise behavior of employees. The expected price volatility was 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. Compensation expense is recognized immediately for options that are fully vested on the date of grant. During the years ended December 31, 2016 , 2015 and 2014 , approximately 880,000 , 618,000 and 666,000 stock-based compensation grants were made, respectively, for a total fair value of approximately $5.2 million , $3.7 million and $2.8 million , net of estimated forfeitures, respectively. The table below presents information related to stock option activity for the years ended December 31, 2016 , 2015 and 2014 (in thousands): 2016 2015 2014 Total intrinsic value of stock options exercised $ 3,648 $ 7,548 $ 3,505 Cash received from stock option exercises 4,577 6,227 7,697 Excess tax benefit from the exercise of stock options 669 2,124 576 Changes in stock options for the year ended December 31, 2016 , consisted of the following (shares and intrinsic value in thousands): Number of Shares Weighted Average Exercise Price Remaining Contractual Term (in years) Intrinsic Value Beginning balance 2,408 $ 14.26 Granted 880 17.43 Exercised (362 ) 13.61 Forfeited/expired (109 ) 14.52 Outstanding at December 31 2,817 15.32 4.4 $ 31,476 Exercisable 1,033 13.64 2.7 13,274 Ending vested and expected to vest 2,718 15.27 4.4 30,512 The weighted average grant-date fair value of options granted during the years ended December 31, 2016 , 2015 and 2014 was $5.94 , $5.98 and $4.27 , respectively. The following table summarizes information about stock options outstanding at December 31, 2016 (shares in thousands): Options Outstanding Options Exercisable Range of Exercise Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $9.95 - $13.16 772 3.70 $ 12.11 393 $ 12.23 $13.75 - $16.05 1,181 4.02 $ 14.84 533 $ 13.77 $16.41 - $20.27 747 5.54 $ 18.35 103 $ 18.06 $21.71 - $22.00 117 6.54 $ 21.94 4 $ 21.98 $9.95 - $22.00 2,817 1,033 ` |
Segment Reporting and Foreign O
Segment Reporting and Foreign Operations | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting and Foreign Operations | SEGMENT REPORTING AND FOREIGN OPERATIONS 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 embolotherapeutic, cardiac rhythm management ("CRM"), electrophysiology ("EP"), and interventional oncology and spine 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). Listed below are the sales by business segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): % Change 2016 % Change 2015 % Change 2014 Cardiovascular Stand-alone devices 25% $ 193,517 8% $ 155,414 15% $ 143,712 Custom kits and procedure trays 3% 119,392 5% 116,368 7% 111,076 Inflation devices 1% 73,919 1% 73,373 10% 72,538 Catheters 15% 110,939 11% 96,833 17% 87,550 Embolization devices 2% 46,035 3% 45,025 31% 43,855 CRM/EP 8% 36,446 3% 33,902 17% 32,975 Total 11% 580,248 6% 520,915 14% 491,706 Endoscopy Endoscopy devices 11% 23,590 18% 21,234 6% 17,983 Total 11% $ 603,838 6% $ 542,149 14% $ 509,689 During the years ended December 31, 2016 , 2015 and 2014 , we had foreign sales of approximately $233.5 million , $214.0 million and $198.3 million , respectively, or approximately 39% , 39% and 39% , respectively, of net sales, primarily in China, Japan, Germany, France, the United Kingdom and Russia. China represents our most significant international sales market with sales of approximately $59.9 million , $50.7 million , and $40.7 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Foreign sales are attributed based on location of the customer receiving the product. Our long-lived assets by geographic area at December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 United States $ 194,715 $ 186,389 $ 177,627 Ireland 47,337 48,896 49,708 Other foreign countries 34,521 32,493 16,836 Total $ 276,573 $ 267,778 $ 244,171 Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the years ended December 31, 2016 , 2015 and 2014 , are as follows (in thousands): 2016 2015 2014 Net Sales Cardiovascular $ 580,248 $ 520,915 $ 491,706 Endoscopy 23,590 21,234 17,983 Total net sales 603,838 542,149 509,689 Operating expenses Cardiovascular 218,659 187,492 175,152 Endoscopy 11,490 10,746 9,904 Total operating expenses 230,149 198,238 185,056 Operating income (loss) Cardiovascular 30,120 34,052 38,601 Endoscopy 4,756 3,491 1,565 Total operating income 34,876 37,543 40,166 Total other expense - net (9,490 ) (6,343 ) (8,594 ) Income tax expense 5,265 7,398 8,598 Net income $ 20,121 $ 23,802 $ 22,974 Total assets by business segment at December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 Cardiovascular $ 932,927 $ 767,952 $ 734,940 Endoscopy 9,876 10,776 12,225 Total $ 942,803 $ 778,728 $ 747,165 Total depreciation and amortization by business segment for the years ended December 31, 2016 , 2015 , and 2014 consisted of the following (in thousands): 2016 2015 2014 Cardiovascular $ 42,806 $ 36,474 $ 34,975 Endoscopy 949 951 954 Total $ 43,755 $ 37,425 $ 35,929 Total capital expenditures for property and equipment by business segment for the years ended December 31, 2016 , 2015 and 2014 consisted of the following (in thousands): 2016 2015 2014 Cardiovascular $ 32,613 $ 50,927 $ 33,660 Endoscopy 224 32 521 Total $ 32,837 $ 50,959 $ 34,181 |
Royalty Agreements
Royalty Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Royalty Agreements [Abstract] | |
Royalty Agreements | ROYALTY AGREEMENTS During 2010, in connection with our acquisition of BioSphere, we entered into a running royalty agreement as part of a partnership between BioSphere and L’Assistance Publique-Hôpitaux de Paris, referred to as “AP-HP,” pursuant to which AP-HP has granted us the exclusive license to use two United States patents and their foreign counterparts that we jointly own with AP-HP relating to microspheres. We are required to pay to AP-HP a royalty on the commercial sale of any products that incorporate technology covered by the subject patents. We may sublicense these exclusive rights under the agreement only with the prior written consent of AP-HP, which consent cannot be unreasonably withheld. Under the terms of the royalty agreement, our exclusive license extends for both (i) the term of jointly owned U.S. and foreign counterpart patents and (ii) as long as the products and specialties implementing the patents are marketed. BioSphere filed patent applications which, if issued, will expire in approximately January 2031. The royalty rate in the agreement is 5.0% of net sales until the patents expire, and 2.5% of net sales thereafter as long as the product is sold. We recorded expense of approximately $1.8 million , $1.5 million and $1.5 million related to royalty payments to AP-HP for the years ended December 31, 2016 , 2015 and 2014 , respectively. These amounts are included as a current liability in accrued expenses in our consolidated balance sheets for the years indicated. See Note 2 for a discussion of additional future royalty commitments related to acquisitions. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | |
Employee Benefit Plans | EMPLOYEE BENEFIT PLANS We have a contributory 401(k) savings and profit sharing plan (the “Plan”) covering all U.S. full-time employees who are at least 18 years of age. The Plan has a 90 -day minimum service requirement. We may contribute, at our discretion, matching contributions based on the employees’ compensation. Contributions we made to the Plan for the years ended December 31, 2016 , 2015 and 2014 , totaled approximately $2.3 million , $2.0 million and $1.8 million , respectively. We also have defined contribution plans covering some of our foreign employees. We contribute between 2% and 32% of the employee’s compensation for certain foreign non-management employees, and between 2% and 32% of the employee’s compensation for certain foreign management employees. Contributions made to these plans for the years ended December 31, 2016 , 2015 and 2014 , totaled approximately $1.1 million , $893,000 and $912,000 , respectively. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) Quarterly data for the years ended December 31, 2016 and 2015 consisted of the following (in thousands, except per share amounts): Quarter Ended March 31 June 30 September 30 December 31 2016 Net sales $ 138,077 $ 151,071 $ 156,975 $ 157,715 Gross profit 60,100 66,854 67,815 70,256 Income from operations 7,706 11,581 2,987 12,602 Income tax expense (benefit) 1,555 2,572 (978 ) 2,116 Net income 4,351 7,290 973 7,507 Basic earnings per common share 0.10 0.16 0.02 0.17 Diluted earnings per common share 0.10 0.16 0.02 0.17 2015 Net sales $ 129,577 $ 138,082 $ 136,086 $ 138,404 Gross profit 55,383 60,886 59,205 60,307 Income from operations 8,704 12,242 8,547 8,050 Income tax expense 2,289 3,122 1,842 145 Net income 5,174 7,401 4,818 6,409 Basic earnings per common share 0.12 0.17 0.11 0.14 Diluted earnings per common share 0.12 0.17 0.11 0.14 Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the total computed for the year. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 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 December 31, 2016 and 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 December 31, 2016 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 4,991 $ — $ 4,991 $ — Foreign currency contract assets, current and long-term (2) $ 354 $ — $ 354 $ — Foreign currency contract liabilities, current and long-term (3) $ (464 ) $ — $ (464 ) $ — 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 assets or other long-term obligations in the consolidated balance sheets. (2) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid and other assets or other long-term assets in the consolidated balance sheets. (3) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations 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 years ended December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 2015 Beginning balance $ 1,024 $ 1,886 Contingent consideration liability recorded as the result of acquisitions (see Note 2) — 270 Fair value adjustments recorded to income during the period (123 ) 80 Contingent payments made (218 ) (1,212 ) Ending balance $ 683 $ 1,024 As of December 31, 2016 , approximately $595,000 was included in other long-term obligations and approximately $88,000 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 first quarter of 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 Level 3 inputs defined under authoritative guidance for fair value measurements, and we recorded a contingent receivable asset, which as of December 31, 2016 had a value of approximately $528,000 . We record any changes in fair value to operating expenses as part of our cardiovascular segment in our consolidated statements of income. During the year ended December 31, 2016 , we recorded a loss on the contingent receivable of approximately $184,000 . As of December 31, 2016 , approximately $367,000 was included in other long-term assets and approximately $161,000 was included in other receivables as a current asset in our consolidated balance sheet. The recurring Level 3 measurement of our contingent consideration liability and contingent receivable includes the following significant unobservable inputs at December 31, 2016 and 2015 (amounts in thousands): Contingent consideration asset or liability Fair value at December 31, 2016 Valuation technique Unobservable inputs Range Revenue-based payments $ 683 Discounted cash flow Discount rate 9.9% - 15% contingent liability Probability of milestone payment 100% Projected year of payments 2017-2028 Contingent receivable $ 528 Discounted cash flow Discount rate 10% asset Probability of milestone payment 57% Projected year of payments 2017-2019 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% contingent liability Probability of milestone payment 100% Projected year of payments 2016-2028 Other payments $ 150 Discounted cash flow Discount rate —% contingent liability Probability of milestone payment 100% Projected year of payments 2016 The contingent consideration liability and contingent receivable are 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. 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. A decrease in the probability of any milestone payment may result in lower fair value measurements. Our determination of the fair value of the contingent consideration liability and contingent receivable 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 in our consolidated statements of income. During the years ended December 31, 2016 , 2015 and 2014 , we had losses of approximately $101,000 , $141,000 , and $1.4 million , 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 approximate 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. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS We have evaluated whether any subsequent events have occurred from December 31, 2016 to the time of filing of this report that would require disclosure in the consolidated financial statements. We note the following events below. On February 1, 2017, we acquired certain products from Argon Medical Devices, Inc. and Catheter Connections, Inc. The combined transactions were financed with a combination of cash and existing credit facilities, which totaled $48.0 million . We are currently evaluating the accounting treatment of these purchases, as well as performing the valuation of the assets acquired and the related purchase price allocation. |
Schedule II - Valuation and qua
Schedule II - Valuation and qualifying accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and qualifying accounts | (2) Financial Statement Schedule. — Schedule II - Valuation and qualifying accounts Years Ended December 31, 2016 , 2015 and 2014 (In thousands) Description Balance at Additions Charged to Deduction (b) Additions due to Acquisitions (c) Balance at ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS: 2014 (840 ) (83 ) 30 — (893 ) 2015 (893 ) (607 ) 203 — (1,297 ) 2016 (1,297 ) (404 ) 322 (208 ) (1,587 ) (a) We record a bad debt provision based upon historical experience and a review of individual customer balances. (b) When an individual customer balance becomes impaired and is deemed uncollectible, a deduction is made against the allowance for uncollectible accounts. (c) This amount includes additional allowance recorded as a result of acquisitions made during the years presented. Years Ended December 31, 2016 , 2015 and 2014 (In thousands) Description Balance at Additions Charged to Deduction Balance at TAX VALUATION ALLOWANCE: 2014 (1,363 ) (240 ) — (1,603 ) 2015 (1,603 ) (378 ) — (1,981 ) 2016 (1,981 ) (1,805 ) — (3,786 ) (d) We record a valuation allowance against a deferred tax asset when it is determined that it is more likely than not that the deferred tax asset will not be realized. |
Organization and Summary of S27
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates in Preparing Financial Statements | Use of Estimates in Preparing Financial Statements . The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation . The consolidated financial statements include our wholly owned subsidiaries. Intercompany balances and transactions have been eliminated. |
Cash and Cash Equivalents | Cash and Cash Equivalents . For purposes of the statements of cash flows, we consider interest bearing deposits with an original maturity date of three months or less to be cash equivalents. |
Receivables | Receivables . The allowance for uncollectible accounts receivable is based on our historical bad debt experience and on management’s evaluation of our ability to collect individual outstanding balances. |
Inventories | Inventories . We value our inventories at the lower of cost, determined on a first-in, first-out method, or market value. Market value for raw materials is based on replacement costs. Inventory costs include material, labor and manufacturing overhead. We review inventories on hand at least quarterly and record provisions for estimated excess, slow moving and obsolete inventory, as well as inventory with a carrying value in excess of net realizable value. The regular and systematic inventory valuation reviews include a current assessment of future product demand, historical experience and product expiration. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets . We test goodwill balances for impairment on an annual basis as of July 1 or whenever impairment indicators arise. We utilize several reporting units in evaluating goodwill for impairment. We assess the estimated fair value of reporting units using a combination of a guideline public company market-based approach and a discounted cash flow income-based approach. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, an impairment charge is recognized in an amount equal to the excess of the carrying amount of the reporting unit goodwill over the implied fair value of that goodwill. We evaluate the recoverability of intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. Intangible assets are amortized on a straight-line basis, except for customer lists, which are generally amortized on an accelerated basis, over the following useful lives: Customer lists 5 - 14 years Developed technology 8 - 15 years Distribution agreements 3 - 12 years License agreements and trademarks 4 - 15 years Covenants not to compete 7 - 10 years Patents 17 years Royalty agreements 5 years |
Long-Lived Assets | Long-Lived Assets . We periodically review the carrying amount of our long-lived assets for impairment. An asset is considered impaired when estimated future cash flows are less than the carrying amount of the asset. In the event the carrying amount of such asset is not considered recoverable, the asset is adjusted to its fair value. Fair value is generally determined based on discounted future cash flow. |
Property and Equipment | Property and Equipment . Property and equipment is stated at the historical cost of construction or purchase. Construction costs include interest costs capitalized during construction. Maintenance and repairs of property and equipment are charged to operations as incurred. Leasehold improvements are amortized over the lesser of the base term of the lease or estimated life of the leasehold improvements. Construction-in-process consists of new buildings and various production equipment being constructed internally and externally. Assets in construction-in-process will commence depreciating once the asset has been placed in service. Depreciation is computed using the straight-line method over estimated useful lives as follows: Buildings 40 years Manufacturing equipment 4 - 20 years Furniture and fixtures 3 - 20 years Land improvements 10 - 20 years Leasehold improvements 4 - 25 years |
Deferred Compensation | Deferred Compensation . We have a deferred compensation plan that permits certain management employees to defer a portion of their salary until the future. We established a Rabbi trust to finance obligations under the plan with corporate-owned variable life insurance contracts. |
Other Assets | Other Assets . Other assets consist of our deferred compensation plan cash surrender value discussed above, unamortized debt issuance costs, investments in privately-held companies accounted for at cost, a long-term income tax refund receivable, and deposits related to various leases. |
Deferred Credits | Deferred Credits . Deferred credits consist of grant money received from the Irish government. Grant money is received for a percentage of expenditures on eligible property and equipment, specific research and development projects and costs of hiring and training employees. Amounts related to the acquisition of property and equipment are amortized as a reduction of depreciation expense over the lives of the corresponding property and equipment. |
Revenue Recognition | Revenue Recognition . We sell our single-use disposable medical products through a direct sales force in the U.S. and through OEM relationships, custom procedure tray manufacturers and a combination of direct sales force and independent distributors in international markets. Revenues from these customers are recognized when all of the following have occurred: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price is fixed or determinable and (iv) the ability to collect is reasonably assured. These criteria are generally satisfied at the time of shipment when risk of loss and title passes to the customer. We have certain written agreements with group purchasing organizations to sell our products to participating hospitals. These agreements have destination shipping terms which require us to defer the recognition of a sale until the product has arrived at the participating hospitals. We reserve for sales returns, including returns related to defective products, as a reduction in net sales, based on our historical experience. We also offer sales rebates and discounts to purchasing groups. These reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the years ended December 31, 2016 , 2015 and 2014 . In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes. We present these taxes on a net basis. |
Shipping and Handling | Shipping and Handling . We bill our customers for shipping and handling charges, which are included in net sales for the applicable period, and the corresponding shipping and handling expense is reported in cost of sales. |
Cost of Sales | Cost of Sales . We include product costs (i.e. material, direct labor and overhead costs), shipping and handling expense, medical device excise tax, product royalty expense, developed technology amortization expense, production-related depreciation expense and product license agreement expense in cost of sales. |
Research and Development | Research and Development . Research and development costs are expensed as incurred. |
Income Taxes | Income Taxes . We utilize an asset and liability approach for financial accounting and reporting for income taxes. Deferred income taxes are provided for temporary differences in the basis of assets and liabilities as reported for financial statement and income tax purposes. Deferred income taxes reflect the tax effects of net operating loss and tax credit carryovers and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Realization of certain deferred tax assets is dependent upon future earnings, if any. We make estimates and judgments in determining the need for a provision for income taxes, including the estimation of our taxable income for each full fiscal year. |
Earnings per Common Share | Earnings per Common Share . Net income per common share is computed by both the basic method, which uses the weighted average number of our common shares outstanding, and the diluted method, which includes the dilutive common shares from stock options and warrants, as calculated using the treasury stock method. |
Fair Value Measurements | Fair Value Measurements . The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. A fair value hierarchy is used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined in the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Stock-Based Compensation | Stock-Based Compensation . We recognize the fair value compensation cost relating to share-based payment transactions in accordance with Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation . Under the provisions of ASC 718, share-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized over the employee’s requisite service period, which is generally the vesting period. The fair value of our stock options is estimated using a Black-Scholes option valuation model. |
Concentration of Credit Risk | Concentration of Credit Risk . Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We provide credit, in the normal course of business, primarily to hospitals and independent third-party custom procedure tray manufacturers and distributors. We perform ongoing credit evaluations of our customers and maintain allowances for potential credit losses. |
Foreign Currency | Foreign Currency . The financial statements of our foreign subsidiaries are measured using local currencies as the functional currency, with the exception of our subsidiaries in Ireland and Mexico, which each use the U.S. Dollar as its functional currency. Assets and liabilities are translated into U.S. Dollars at year-end rates of exchange and results of operations are translated at average rates for the year. Gains and losses resulting from these translations are included in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Foreign currency transactions denominated in a currency other than the entity’s functional currency are included in determining net income for the period. Such foreign currency transaction gains and losses have not been significant for purposes of our financial reporting. |
Derivatives | Derivatives . We use forward contracts to mitigate our exposure to volatility in foreign exchange rates, and we use interest rate swaps to hedge changes in the benchmark interest rate related to our Second Amended Credit Agreement described in Note 7. All derivatives are recognized in the consolidated balance sheets at fair value. Classification of each hedging instrument is based upon whether the maturity of the instrument is less than or greater than 12 months. We do not purchase or hold derivative financial instruments for speculative or trading purposes (see Note 8). DERIVATIVES General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of these risks by entering into derivative contracts. The derivatives we use are interest rate swaps and foreign currency forward contracts. We recognize derivatives as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether or not hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative programs are classified as operating activities in the accompanying consolidated statements of cash flows. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting initially and on an ongoing basis. Changes in the fair value of derivatives that qualify for hedge accounting treatment are recorded, net of applicable taxes, in accumulated other comprehensive income (loss), a component of stockholders’ equity in the accompanying consolidated balance sheets. For the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Changes in the fair value of derivatives not designated as hedging instruments are recorded in earnings throughout the term of the derivative. Interest Rate Risk. 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 our Second Amended Credit Agreement that is solely due to changes in the benchmark interest rate. Derivatives Designated as Cash Flow Hedges On December 19, 2012, we entered into a pay-fixed, receive-variable interest rate swap having an initial notional amount of $150 million with Wells Fargo to fix the one-month LIBOR rate at 0.98% . The variable portion of the interest rate swap is tied to the one-month LIBOR rate (the benchmark interest rate). The interest rates under both the interest rate swap and the underlying debt reset, the swap is settled with the counterparty, and interest is paid, on a monthly basis. The notional amount of the interest rate swap is reduced quarterly by 50% of the minimum principal payment due under the terms of our Second Amended Credit Agreement. The interest rate swap is scheduled to expire on December 19, 2017. On August 5, 2016, we entered into a pay-fixed, receive-variable interest rate swap having an initial notional amount of $42.5 million with Wells Fargo to fix the one-month LIBOR rate at 1.12% . 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 increases quarterly by an amount equal to the decrease of the hedge entered into on December 19, 2012, up to the amount of $175.0 million . The interest rate swap is scheduled to expire on July 6, 2021. At December 31, 2016 and 2015 , our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swaps at December 31, 2016 was an asset of approximately $5.0 million , which was partially offset by approximately $1.9 million 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. Foreign Currency Risk . We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years. We are primarily exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in Euros, British Pounds, Chinese Yuan Renminbi, Mexican Pesos, Brazilian Reals, Australian Dollars, Hong Kong Dollars, Swiss Francs, Swedish Krona, Canadian Dollars, and Danish Krone. We do not use derivative financial instruments for trading or speculative purposes. We are not subject to any credit risk contingent features related to our derivative contracts, and counterparty risk is managed by allocating derivative contracts among several major financial institutions. Derivatives Designated as Cash Flow Hedges For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion) or hedge components excluded from the assessment of effectiveness, are recognized in earnings during the current period. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the hedges is to reduce the variability of cash flows associated with the forecasted purchase or sale of the associated foreign currencies. |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards . In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment , which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under these amendments, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. We plan to early adopt ASU 2017-01 effective January 1, 2017. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business , which provides guidance to entities to assist with evaluating when a set of transferred assets and activities is a business and provides a screen to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. We plan to early adopt ASU 2017-01 effective January 1, 2017. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory , which requires the recognition of the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. ASU 2016-16 will be effective for us on January 1, 2018. We are currently evaluating the impact of adopting ASU 2016-16 on our consolidated financial statements. In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments , which addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 will be effective for us on January 1, 2018 with early adoption permitted. We do not presently anticipate that the adoption of ASU 2016-15 will have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting , which requires companies to record excess tax benefits and deficiencies in income rather than the current requirement to record them through equity. ASU 2016-09 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. ASU 2016-09 will be effective for us on January 1, 2017. Early adoption of ASU 2016-09 will be permitted in any interim or annual period, with any adjustments reflected as of the beginning of the fiscal year of adoption. We do not anticipate that the adoption of ASU 2016-09 will have a material impact on our financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases , which eliminates the current tests for lease classification under U.S. GAAP and requires lessees to recognize the right-of-use assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. ASU 2016-02 provides that 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 that ASU 2016-02 is anticipated to have on our consolidated financial statements. We currently expect that most of our operating lease commitments will be subject to the new standard and recognized as lease liabilities and right-of-use assets upon our adoption of ASU 2016-02. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which 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, ASU 2016-01 clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. ASU 2016-01 will be effective for us on January 1, 2018. 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 of ASU 2016-01, 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 do not presently anticipate that the adoption of ASU 2016-01 will have a material impact on our financial statements. In November 2015, the FASB issued ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which will require all deferred tax assets and deferred tax liabilities to be presented as noncurrent within a classified balance sheet. ASU 2015-17 will be effective for us as of January 1, 2017, with early application permitted. ASU 2015-17 may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. We have elected not to early adopt ASU 2015-17. We do not anticipate that the adoption of ASU 2015-17 will have a material impact on our financial statements. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . ASU 2015-11 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 ASU 2015-11 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 ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , to update the financial reporting requirements for revenue recognition. Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The guidance is based on the principle that an entity should recognize revenue to depict the transfer of 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 guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance is effective for us beginning on January 1, 2018, and entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. We have not yet reached a final conclusion on whether we will adopt this new standard on a prospective or retrospective basis. We are concluding the assessment phase of implementing this guidance. We have evaluated each of the five steps in Topic 606, which are as follows: 1) Identify the contract with the customer; 2) Identify the performance obligations in the contract; 3) Determine the transaction price; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue when (or as) performance obligations are satisfied. Our preliminary conclusion is that we expect to identify similar performance obligations under ASC Topic 606 as compared with deliverables and separate units of account previously identified. As a result, we expect the timing of our revenue to remain the same in comparison to the current revenue recognition guidance. There are also certain considerations related to internal control over financial reporting that are associated with implementing Topic 606. We are currently evaluating our control framework for revenue recognition and identifying any changes that may need to be made in response to the new guidance. Disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance. Designing and implementing the appropriate controls over gathering and reporting the information required under Topic 606 is currently in process. |
Derivatives (Policies)
Derivatives (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives . We use forward contracts to mitigate our exposure to volatility in foreign exchange rates, and we use interest rate swaps to hedge changes in the benchmark interest rate related to our Second Amended Credit Agreement described in Note 7. All derivatives are recognized in the consolidated balance sheets at fair value. Classification of each hedging instrument is based upon whether the maturity of the instrument is less than or greater than 12 months. We do not purchase or hold derivative financial instruments for speculative or trading purposes (see Note 8). DERIVATIVES General. Our earnings and cash flows are subject to fluctuations due to changes in interest rates and foreign currency exchange rates, and we seek to mitigate a portion of these risks by entering into derivative contracts. The derivatives we use are interest rate swaps and foreign currency forward contracts. We recognize derivatives as either assets or liabilities at fair value in the accompanying consolidated balance sheets, regardless of whether or not hedge accounting is applied. We report cash flows arising from our hedging instruments consistent with the classification of cash flows from the underlying hedged items. Accordingly, cash flows associated with our derivative programs are classified as operating activities in the accompanying consolidated statements of cash flows. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting initially and on an ongoing basis. Changes in the fair value of derivatives that qualify for hedge accounting treatment are recorded, net of applicable taxes, in accumulated other comprehensive income (loss), a component of stockholders’ equity in the accompanying consolidated balance sheets. For the ineffective portions of qualifying hedges, the change in fair value is recorded through earnings in the period of change. Changes in the fair value of derivatives not designated as hedging instruments are recorded in earnings throughout the term of the derivative. Interest Rate Risk. 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 our Second Amended Credit Agreement that is solely due to changes in the benchmark interest rate. Derivatives Designated as Cash Flow Hedges On December 19, 2012, we entered into a pay-fixed, receive-variable interest rate swap having an initial notional amount of $150 million with Wells Fargo to fix the one-month LIBOR rate at 0.98% . The variable portion of the interest rate swap is tied to the one-month LIBOR rate (the benchmark interest rate). The interest rates under both the interest rate swap and the underlying debt reset, the swap is settled with the counterparty, and interest is paid, on a monthly basis. The notional amount of the interest rate swap is reduced quarterly by 50% of the minimum principal payment due under the terms of our Second Amended Credit Agreement. The interest rate swap is scheduled to expire on December 19, 2017. On August 5, 2016, we entered into a pay-fixed, receive-variable interest rate swap having an initial notional amount of $42.5 million with Wells Fargo to fix the one-month LIBOR rate at 1.12% . 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 increases quarterly by an amount equal to the decrease of the hedge entered into on December 19, 2012, up to the amount of $175.0 million . The interest rate swap is scheduled to expire on July 6, 2021. At December 31, 2016 and 2015 , our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swaps at December 31, 2016 was an asset of approximately $5.0 million , which was partially offset by approximately $1.9 million 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. Foreign Currency Risk . We operate on a global basis and are exposed to the risk that our financial condition, results of operations, and cash flows could be adversely affected by changes in foreign currency exchange rates. To reduce the potential effects of foreign currency exchange rate movements on net earnings, we enter into derivative financial instruments in the form of foreign currency exchange forward contracts with major financial institutions. Our policy is to enter into foreign currency derivative contracts with maturities of up to two years. We are primarily exposed to foreign currency exchange rate risk with respect to transactions and balances denominated in Euros, British Pounds, Chinese Yuan Renminbi, Mexican Pesos, Brazilian Reals, Australian Dollars, Hong Kong Dollars, Swiss Francs, Swedish Krona, Canadian Dollars, and Danish Krone. We do not use derivative financial instruments for trading or speculative purposes. We are not subject to any credit risk contingent features related to our derivative contracts, and counterparty risk is managed by allocating derivative contracts among several major financial institutions. Derivatives Designated as Cash Flow Hedges For derivative instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. The remaining gain or loss on the derivative instrument in excess of the cumulative change in the present value of future cash flows of the hedged item, if any (i.e., the ineffectiveness portion) or hedge components excluded from the assessment of effectiveness, are recognized in earnings during the current period. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the hedges is to reduce the variability of cash flows associated with the forecasted purchase or sale of the associated foreign currencies. |
Organization and Summary of S29
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Intangible Assets | Intangible assets are amortized on a straight-line basis, except for customer lists, which are generally amortized on an accelerated basis, over the following useful lives: Customer lists 5 - 14 years Developed technology 8 - 15 years Distribution agreements 3 - 12 years License agreements and trademarks 4 - 15 years Covenants not to compete 7 - 10 years Patents 17 years Royalty agreements 5 years |
Property and Equipment | Depreciation is computed using the straight-line method over estimated useful lives as follows: Buildings 40 years Manufacturing equipment 4 - 20 years Furniture and fixtures 3 - 20 years Land improvements 10 - 20 years Leasehold improvements 4 - 25 years |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 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 Property and equipment 290 Intangibles Developed technology 12,100 Trademarks 700 Customers Lists 400 Goodwill 2,555 Total assets acquired $ 18,500 The purchase price was allocated to the net tangible and intangible assets acquired and liabilities assumed, based on estimated fair values, as follows (in thousands): Assets Acquired Trade receivables $ 4,054 Other receivables 6 Inventories 8,585 Prepaid expenses 630 Property and equipment 1,630 Other long-term assets 145 Intangibles Developed technology 67,600 Customer lists 2,400 Trademarks 4,400 Goodwill 24,818 Total assets acquired 114,268 Liabilities Assumed Trade payables (1,790 ) Accrued expenses (5,298 ) Deferred income tax liabilities - current (701 ) Deferred income tax liabilities - noncurrent (10,844 ) Total liabilities assumed (18,633 ) Net assets acquired, net of cash received of $1,327 $ 95,635 |
Business Acquisition, Pro Forma Information | The following table summarizes our consolidated results of operations for the years ended December 31, 2016 and 2015, as well as unaudited pro forma consolidated results of operations as though the acquisition had occurred on January 1, 2015 (in thousands, except per common share amounts): 2016 2015 As Reported Pro Forma As Reported Pro Forma Net Sales $ 603,838 $ 621,463 $ 542,149 $ 575,541 Net Income 20,121 9,825 23,802 3,135 Earnings per common share: Basic $ 0.45 $ 0.22 $ 0.54 $ 0.07 Diluted $ 0.45 $ 0.22 $ 0.53 $ 0.07 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 2015 Finished goods $ 63,852 $ 59,170 Work-in-process 11,008 8,540 Raw materials 45,835 38,289 Total $ 120,695 $ 105,999 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 , are as follows (in thousands): 2016 2015 Goodwill balance at January 1 $ 184,472 $ 184,464 Effect of foreign exchange 82 (52 ) Additions as the result of acquisitions 27,373 60 Goodwill balance at December 31 $ 211,927 $ 184,472 |
Other intangible assets | Other intangible assets at December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 14,130 $ (3,165 ) $ 10,965 Distribution agreements 6,626 (3,527 ) 3,099 License agreements 20,695 (3,422 ) 17,273 Trademarks 12,380 (3,330 ) 9,050 Covenants not to compete 1,028 (936 ) 92 Customer lists 22,261 (15,401 ) 6,860 Royalty agreements 267 (267 ) — Total $ 77,387 $ (30,048 ) $ 47,339 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 December 31, 2016 (in thousands): Year Ending December 31 2017 $ 21,800 2018 21,229 2019 20,826 2020 19,732 2021 13,296 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2016 , 2015 and 2014 , income before income taxes is broken out between U.S. and foreign-sourced operations and consisted of the following (in thousands): 2016 2015 2014 Domestic $ 6,174 $ 9,470 $ 16,961 Foreign 19,212 21,730 14,611 Total $ 25,386 $ 31,200 $ 31,572 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 Current expense (benefit): Federal $ 1,933 $ (17 ) $ 1,316 State 492 747 768 Foreign 3,802 3,218 2,644 Total current expense 6,227 3,948 4,728 Deferred expense (benefit): Federal (144 ) 3,250 4,078 State (195 ) 294 (119 ) Foreign (623 ) (94 ) (89 ) Total deferred (benefit) expense (962 ) 3,450 3,870 Total income tax expense $ 5,265 $ 7,398 $ 8,598 |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the income tax expense reported and amounts computed by applying the statutory federal rate of 35.0% to pretax income for the years ended December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 Computed federal income tax expense at statutory rate of 35% $ 8,885 $ 10,920 $ 11,050 State income taxes 193 698 438 Tax credits (1,164 ) (1,019 ) (888 ) Production activity deduction (53 ) — — Foreign tax rate differential (3,717 ) (3,564 ) (1,958 ) Uncertain tax positions 597 536 (76 ) Deferred compensation insurance assets (307 ) 182 (81 ) Transaction-related expenses 274 — — Other — including the effect of graduated rates 557 (355 ) 113 Total income tax expense $ 5,265 $ 7,398 $ 8,598 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities at December 31, 2016 and 2015 , consisted of the following temporary differences and carry-forward items (in thousands): 2016 2015 Deferred income tax assets: Allowance for uncollectible accounts receivable $ 645 $ 531 Accrued compensation expense 6,203 5,534 Inventory differences 1,065 2,043 Net operating loss carryforwards 27,742 11,434 Deferred revenue 73 118 Stock-based compensation expense 2,738 2,532 Federal research and development credit carryforward 3,524 2,355 Foreign tax credits 364 600 Other 6,984 5,754 Total deferred income tax assets 49,338 30,901 Deferred income tax liabilities: Prepaid expenses (782 ) (841 ) Property and equipment (25,108 ) (24,467 ) Intangible assets (35,773 ) (6,495 ) Other (1,480 ) (1,077 ) Total deferred income tax liabilities (63,143 ) (32,880 ) Valuation allowance (3,786 ) (1,981 ) Net deferred income tax assets (liabilities) $ (17,591 ) $ (3,960 ) Reported as: Deferred income tax assets - Current $ 8,219 $ 7,025 Deferred income tax assets - Long-term 171 — Deferred income tax liabilities - Current — — Deferred income tax liabilities - Long-term (25,981 ) (10,985 ) Net deferred income tax liabilities $ (17,591 ) $ (3,960 ) |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax benefits for the years ended December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): Tabular Roll-forward 2016 2015 2014 Unrecognized tax benefits, opening balance $ 1,982 $ 1,736 $ 2,129 Gross increases in tax positions taken in a prior year 77 187 142 Gross increases in tax positions taken in the current year 856 763 309 Lapse of applicable statute of limitations (366 ) (704 ) (844 ) Unrecognized tax benefits, ending balance $ 2,549 $ 1,982 $ 1,736 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses at December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 2015 Payroll taxes $ 2,406 $ 2,369 Payroll 7,733 4,971 Bonuses 4,470 5,283 Commissions 974 790 Vacation 8,846 7,748 Royalties 1,806 1,499 Value-added tax 2,046 1,797 Other accrued expenses 16,666 13,389 Total $ 44,947 $ 37,846 |
Revolving Credit Facility and35
Revolving Credit Facility and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | In summary, principal balances under our long-term debt as of December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 2015 Term loan $ 145,000 $ 64,962 Revolving credit loans 180,000 142,631 Less debt issuance costs (627 ) — Total long-term debt 324,373 207,593 Less current portion 10,000 10,000 Long-term portion $ 314,373 $ 197,593 |
Schedule of Long-term Debt Covenants | The Second Amended Credit Agreement requires that we maintain certain financial covenants, as follows: Covenant Requirement Consolidated Total Leverage Ratio (1) Through March 31, 2017 4.5 to 1.0 April 1, 2017 through June 30. 2017 4.0 to 1.0 July 1, 2017 through December 31, 2017 3.75 to 1.0 January 1, 2018 through March 31, 2018 3.5 to 1.0 April 1, 2018 and thereafter 3.25 to 1.0 Consolidated EBITDA (2) 1.25 to 1.0 Consolidated Net Income (3) $— Facility Capital Expenditures (4) $30 million (1) Maximum Consolidated Total Leverage Ratio (as defined in the Second Amended Credit Agreement) as of any fiscal quarter end. (2) Minimum ratio of Consolidated EBITDA (as defined in the Second Amended Credit Agreement and adjusted for certain expenditures) to Consolidated Fixed Charges (as defined in the Second Amended Credit Agreement) for any period of four consecutive fiscal quarters. (3) Minimum level of Consolidated Net Income (as defined in the Second Amended Credit Agreement) for certain periods, and subject to certain adjustments. (4) Maximum level of the aggregate amount of all Facility Capital Expenditures (as defined in the Second Amended Credit Agreement) in any fiscal year. |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on our long-term debt as of December 31, 2016 , are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments 2017 10,000 2018 12,500 2019 15,000 2020 17,500 2021 270,000 Total future minimum principal payments $ 325,000 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate that exposure. We enter into approximately 20 foreign currency fair value hedges every month. As of December 31, 2016 , we had entered into foreign currency forward contracts related to those balance sheet accounts with the following notional amounts (in thousands and in local currencies): Currency Symbol Forward Notional Amount Euro EUR 20,657 British Pound GBP 975 Chinese Yuan Renminbi CNY 16,615 Mexican Peso MXN 19,125 Brazilian Real BRL 5,100 Australian Dollar AUD 4,150 Hong Kong Dollar HKD 11,000 Swiss Franc CHF 230 Swedish Krona SEK 3,035 Canadian Dollar CAD 4,320 We enter into approximately 100 cash flow foreign currency hedges every month. As of December 31, 2016, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with the following notional amounts (in thousands and in local currencies): Currency Symbol Forward Notional Amount Euro EUR 11,065 Swiss Franc CHF 1,303 Danish Krone DKK 8,795 British Pound GBP 3,115 Mexican Peso MXN 76,525 Swedish Krona SEK 13,165 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments on a gross basis is as follows (in thousands): As of December 31, 2016 As of December 31, 2015 Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments Assets Interest rates swaps Other assets (long-term) $ 4,991 Other assets (long-term) $ 2 Foreign currency forward contracts Prepaid expenses and other assets 116 N/A — Foreign currency forward contracts Other assets (long-term) 18 N/A — Liabilities Foreign currency forward contracts Accrued Expenses (275 ) N/A — Foreign currency forward contracts Other long-term obligations (18 ) N/A — Derivatives not designated as hedging instruments Assets Foreign currency forward contracts Prepaid expenses and other assets $ 220 Other Receivables $ 115 Liabilities Foreign currency forward contracts Accrued Expenses (171 ) Accrued Expenses (278 ) |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income and net earnings in our consolidated statements of earnings, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): Amount of Gain/(Loss) recognized in OCI Amount of Gain/(Loss) reclassified from AOCI Year ended December 31, Year ended December 31, 2016 2015 2014 2016 2015 2014 Derivative instrument Location in statements of income Interest rate swaps $4,989 $ (571 ) $ (630 ) Interest Expense $718 $1,103 $587 Foreign currency forward contracts 68 — — Revenue 21 — — Foreign currency forward contracts (273 ) — — Cost of goods sold (26 ) — — |
Derivative Instruments, Gain (Loss) | The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the years presented (in thousands): Year ended December 31, 2016 2015 2014 Derivative Instrument Location in statements of income Foreign currency forward contracts Other expense $ 69 $ (302 ) $ 8 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The future minimum lease payments for operating leases as of December 31, 2016 , consisted of the following (in thousands): Years Ending Operating December 31 Leases 2017 $ 10,168 2018 9,062 2019 8,161 2020 5,100 2021 4,704 Thereafter 32,736 Total minimum lease payments $ 69,931 |
Earnings Per Common Share (EP38
Earnings Per Common Share (EPS) (Tables) | 12 Months Ended |
Dec. 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 Year ended December 31, 2016: Basic EPS $ 20,121 44,408 $ 0.45 Effect of dilutive stock options and warrants 454 Diluted EPS $ 20,121 44,862 $ 0.45 Year ended December 31, 2015: Basic EPS $ 23,802 44,036 $ 0.54 Effect of dilutive stock options and warrants 475 Diluted EPS $ 23,802 44,511 $ 0.53 Year ended December 31, 2014: Basic EPS $ 22,974 43,143 $ 0.53 Effect of dilutive stock options and warrants 266 Diluted EPS $ 22,974 43,409 $ 0.53 |
Employee Stock Purchase Plan 39
Employee Stock Purchase Plan Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The stock-based compensation expense before income tax expense for the years ended December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 Cost of goods sold $ 472 $ 398 $ 198 Research and development 184 122 69 Selling, general, and administrative 1,850 1,723 1,193 Stock-based compensation expense before taxes $ 2,506 $ 2,243 $ 1,460 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In applying the Black-Scholes methodology to the option grants, the fair value of our stock-based awards granted were estimated using the following assumptions for the periods indicated below: 2016 2015 2014 Risk-free interest rate 1.15% - 1.40% 1.53% - 1.66% 1.53% - 1.97% Expected option life 5.0 years 5.0 years 5.0 - 5.5 years Expected dividend yield —% —% —% Expected price volatility 34.28% - 37.06% 33.72% - 35.11% 34.52% - 36.90% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable | The table below presents information related to stock option activity for the years ended December 31, 2016 , 2015 and 2014 (in thousands): 2016 2015 2014 Total intrinsic value of stock options exercised $ 3,648 $ 7,548 $ 3,505 Cash received from stock option exercises 4,577 6,227 7,697 Excess tax benefit from the exercise of stock options 669 2,124 576 |
Schedule of Share-based Compensation, Stock Options, Activity | Changes in stock options for the year ended December 31, 2016 , consisted of the following (shares and intrinsic value in thousands): Number of Shares Weighted Average Exercise Price Remaining Contractual Term (in years) Intrinsic Value Beginning balance 2,408 $ 14.26 Granted 880 17.43 Exercised (362 ) 13.61 Forfeited/expired (109 ) 14.52 Outstanding at December 31 2,817 15.32 4.4 $ 31,476 Exercisable 1,033 13.64 2.7 13,274 Ending vested and expected to vest 2,718 15.27 4.4 30,512 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information about stock options outstanding at December 31, 2016 (shares in thousands): Options Outstanding Options Exercisable Range of Exercise Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $9.95 - $13.16 772 3.70 $ 12.11 393 $ 12.23 $13.75 - $16.05 1,181 4.02 $ 14.84 533 $ 13.77 $16.41 - $20.27 747 5.54 $ 18.35 103 $ 18.06 $21.71 - $22.00 117 6.54 $ 21.94 4 $ 21.98 $9.95 - $22.00 2,817 1,033 |
Segment Reporting and Foreign40
Segment Reporting and Foreign Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Revenue from External Customers by Products and Services | Listed below are the sales by business segment for the years ended December 31, 2016 , 2015 and 2014 (in thousands): % Change 2016 % Change 2015 % Change 2014 Cardiovascular Stand-alone devices 25% $ 193,517 8% $ 155,414 15% $ 143,712 Custom kits and procedure trays 3% 119,392 5% 116,368 7% 111,076 Inflation devices 1% 73,919 1% 73,373 10% 72,538 Catheters 15% 110,939 11% 96,833 17% 87,550 Embolization devices 2% 46,035 3% 45,025 31% 43,855 CRM/EP 8% 36,446 3% 33,902 17% 32,975 Total 11% 580,248 6% 520,915 14% 491,706 Endoscopy Endoscopy devices 11% 23,590 18% 21,234 6% 17,983 Total 11% $ 603,838 6% $ 542,149 14% $ 509,689 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Our long-lived assets by geographic area at December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 United States $ 194,715 $ 186,389 $ 177,627 Ireland 47,337 48,896 49,708 Other foreign countries 34,521 32,493 16,836 Total $ 276,573 $ 267,778 $ 244,171 |
Schedule of Segment Reporting Information, by Segment | Total depreciation and amortization by business segment for the years ended December 31, 2016 , 2015 , and 2014 consisted of the following (in thousands): 2016 2015 2014 Cardiovascular $ 42,806 $ 36,474 $ 34,975 Endoscopy 949 951 954 Total $ 43,755 $ 37,425 $ 35,929 Total capital expenditures for property and equipment by business segment for the years ended December 31, 2016 , 2015 and 2014 consisted of the following (in thousands): 2016 2015 2014 Cardiovascular $ 32,613 $ 50,927 $ 33,660 Endoscopy 224 32 521 Total $ 32,837 $ 50,959 $ 34,181 Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the years ended December 31, 2016 , 2015 and 2014 , are as follows (in thousands): 2016 2015 2014 Net Sales Cardiovascular $ 580,248 $ 520,915 $ 491,706 Endoscopy 23,590 21,234 17,983 Total net sales 603,838 542,149 509,689 Operating expenses Cardiovascular 218,659 187,492 175,152 Endoscopy 11,490 10,746 9,904 Total operating expenses 230,149 198,238 185,056 Operating income (loss) Cardiovascular 30,120 34,052 38,601 Endoscopy 4,756 3,491 1,565 Total operating income 34,876 37,543 40,166 Total other expense - net (9,490 ) (6,343 ) (8,594 ) Income tax expense 5,265 7,398 8,598 Net income $ 20,121 $ 23,802 $ 22,974 |
Reconciliation of Assets from Segment to Consolidated | Total assets by business segment at December 31, 2016 , 2015 and 2014 , consisted of the following (in thousands): 2016 2015 2014 Cardiovascular $ 932,927 $ 767,952 $ 734,940 Endoscopy 9,876 10,776 12,225 Total $ 942,803 $ 778,728 $ 747,165 |
Quarterly Results of Operatio41
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly data for the years ended December 31, 2016 and 2015 consisted of the following (in thousands, except per share amounts): Quarter Ended March 31 June 30 September 30 December 31 2016 Net sales $ 138,077 $ 151,071 $ 156,975 $ 157,715 Gross profit 60,100 66,854 67,815 70,256 Income from operations 7,706 11,581 2,987 12,602 Income tax expense (benefit) 1,555 2,572 (978 ) 2,116 Net income 4,351 7,290 973 7,507 Basic earnings per common share 0.10 0.16 0.02 0.17 Diluted earnings per common share 0.10 0.16 0.02 0.17 2015 Net sales $ 129,577 $ 138,082 $ 136,086 $ 138,404 Gross profit 55,383 60,886 59,205 60,307 Income from operations 8,704 12,242 8,547 8,050 Income tax expense 2,289 3,122 1,842 145 Net income 5,174 7,401 4,818 6,409 Basic earnings per common share 0.12 0.17 0.11 0.14 Diluted earnings per common share 0.12 0.17 0.11 0.14 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 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 December 31, 2016 and 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 December 31, 2016 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 4,991 $ — $ 4,991 $ — Foreign currency contract assets, current and long-term (2) $ 354 $ — $ 354 $ — Foreign currency contract liabilities, current and long-term (3) $ (464 ) $ — $ (464 ) $ — 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 assets or other long-term obligations in the consolidated balance sheets. (2) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid and other assets or other long-term assets in the consolidated balance sheets. (3) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations 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 years ended December 31, 2016 and 2015 , consisted of the following (in thousands): 2016 2015 Beginning balance $ 1,024 $ 1,886 Contingent consideration liability recorded as the result of acquisitions (see Note 2) — 270 Fair value adjustments recorded to income during the period (123 ) 80 Contingent payments made (218 ) (1,212 ) Ending balance $ 683 $ 1,024 |
Fair Value Inputs, Liabilities, Quantitative Information | The recurring Level 3 measurement of our contingent consideration liability and contingent receivable includes the following significant unobservable inputs at December 31, 2016 and 2015 (amounts in thousands): Contingent consideration asset or liability Fair value at December 31, 2016 Valuation technique Unobservable inputs Range Revenue-based payments $ 683 Discounted cash flow Discount rate 9.9% - 15% contingent liability Probability of milestone payment 100% Projected year of payments 2017-2028 Contingent receivable $ 528 Discounted cash flow Discount rate 10% asset Probability of milestone payment 57% Projected year of payments 2017-2019 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% contingent liability Probability of milestone payment 100% Projected year of payments 2016-2028 Other payments $ 150 Discounted cash flow Discount rate —% contingent liability Probability of milestone payment 100% Projected year of payments 2016 |
Organization and Summary of S43
Organization and Summary of Significant Accounting Policies - Organization (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 2 |
Organization and Summary of S44
Organization and Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Patents | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 17 years |
Royalty agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 5 years |
Minimum | Customer lists | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 5 years |
Minimum | Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 8 years |
Minimum | Distribution agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 3 years |
Minimum | License agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 4 years |
Minimum | Covenant not to compete | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 7 years |
Maximum | Customer lists | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 14 years |
Maximum | Developed technology | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 15 years |
Maximum | Distribution agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 12 years |
Maximum | License agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 15 years |
Maximum | Covenant not to compete | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life | 10 years |
Organization and Summary of S45
Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Impairment of PPE | $ 0 | $ 0 | $ 0 |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 24,500,000 | $ 22,600,000 | $ 21,000,000 |
Building | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 40 years | ||
Minimum | Manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 4 years | ||
Minimum | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Minimum | Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years | ||
Minimum | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 4 years | ||
Maximum | Manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Maximum | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Maximum | Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Maximum | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 25 years |
Organization and Summary of S46
Organization and Summary of Significant Accounting Policies - Deferred Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash surrender value of life insurance | $ 9,900 | $ 8,800 |
Deferred compensation cost | $ 9,211 | $ 8,500 |
Organization and Summary of S47
Organization and Summary of Significant Accounting Policies - Stock Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Allocated share-based compensation | $ 2,506 | $ 2,243 | $ 1,460 |
Organization and Summary of S48
Organization and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Customer concentration risk | Sales | |||
Product Information [Line Items] | |||
Concentration for largest customer | 3.00% | 3.00% | 3.00% |
Organization and Summary of S49
Organization and Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated other comprehensive income (loss), interest rate swaps, net of tax | $ 2,924 | $ 1 |
Accumulated other comprehensive income (loss), interest rate swap, tax benefit | (1,862) | (1) |
Accumulated other comprehensive income (loss) related to foreign currency translation, net of tax | (4,800) | (5,500) |
Accumulated other comprehensive income (loss), foreign currency translation, tax benefit | $ 318 | $ 513 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) € in Thousands | Dec. 19, 2016USD ($)shares | Jul. 06, 2016USD ($) | Feb. 04, 2016USD ($) | Dec. 04, 2015USD ($) | Sep. 29, 2015USD ($) | Jul. 17, 2015 | Jul. 14, 2015USD ($) | Jul. 01, 2015USD ($) | Mar. 26, 2015USD ($) | Nov. 25, 2014EUR (€) | Aug. 08, 2014USD ($) | Jul. 15, 2014USD ($) | May 08, 2014USD ($)shares | Aug. 21, 2012 | Jan. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2016USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Aug. 19, 2015USD ($)shares |
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire intangible assets | $ 2,217,000 | $ 1,956,000 | $ 1,714,000 | ||||||||||||||||||
Goodwill acquired | 27,373,000 | 60,000 | |||||||||||||||||||
Acquired in-process research and development | 461,000 | 1,000,000 | 0 | ||||||||||||||||||
Cash paid in acquisitions, net of cash acquired | 125,161,000 | 12,368,000 | 5,927,000 | ||||||||||||||||||
DFINE, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 97,500,000 | ||||||||||||||||||||
Consideration paid related to net working capital adjustment | 578,000 | ||||||||||||||||||||
Reduction of purchase price | $ 1,100,000 | ||||||||||||||||||||
Measurement period adjustment, reduction in inventories | 89,000 | ||||||||||||||||||||
Measurement period adjustment, reduction in property and equipment | 109,000 | ||||||||||||||||||||
Measurement period adjustment, reduction in goodwill | 1,200,000 | ||||||||||||||||||||
Measurement period adjustment, reduction in accrued expenses | 407,000 | ||||||||||||||||||||
Measurement period adjustment, increase in deferred tax liabilities | (113,000) | ||||||||||||||||||||
Net sales related to acquisition | 13,500,000 | ||||||||||||||||||||
Trade receivables acquired, gross | 4,300,000 | ||||||||||||||||||||
Trade receivables, expected to be uncollectible | $ 224,000 | ||||||||||||||||||||
Weighted average useful life | 14 years 10 months | ||||||||||||||||||||
HeRO®Graft | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 18,500,000 | ||||||||||||||||||||
Weighted average useful life | 9 years 9 months 25 days | ||||||||||||||||||||
Income since acquisition date | 7,100,000 | ||||||||||||||||||||
Xablecath Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Number of units acquired | shares | 116,279 | ||||||||||||||||||||
Percent owned | 14.00% | ||||||||||||||||||||
Cost method investment | $ 300,000 | ||||||||||||||||||||
Quellent, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid | $ 1,000,000 | ||||||||||||||||||||
Payments to acquire intangible assets | 500,000 | ||||||||||||||||||||
Accrued purchase obligation | 500,000 | ||||||||||||||||||||
Noncurrent contingent consideration | 270,000 | 270,000 | |||||||||||||||||||
Goodwill acquired | 60,000 | ||||||||||||||||||||
Limited Liability Company | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire investment | $ 752,000 | ||||||||||||||||||||
GMedix | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire investment | $ 1,800,000 | ||||||||||||||||||||
Number of units acquired | shares | 737,628 | ||||||||||||||||||||
Percent owned | 19.00% | ||||||||||||||||||||
Cash paid in acquisitions, net of cash acquired | 1,450,000 | $ 350,000 | |||||||||||||||||||
License agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible Assets | 17,273,000 | 17,273,000 | 16,671,000 | ||||||||||||||||||
License agreements | Limited Liability Company | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 10 years | ||||||||||||||||||||
Developed technology | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible Assets | 135,358,000 | 135,358,000 | 69,861,000 | ||||||||||||||||||
Developed technology | DFINE, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 15 years | ||||||||||||||||||||
Developed technology | HeRO®Graft | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 10 years | ||||||||||||||||||||
Developed technology | Quellent, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible Assets | 1,210,000 | 1,210,000 | |||||||||||||||||||
Useful life | 13 years | ||||||||||||||||||||
Customer Lists | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible Assets | 6,860,000 | 6,860,000 | 5,770,000 | ||||||||||||||||||
Customer Lists | DFINE, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 9 years | ||||||||||||||||||||
Customer Lists | HeRO®Graft | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 12 years | ||||||||||||||||||||
Distribution agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible Assets | 3,099,000 | 3,099,000 | 2,773,000 | ||||||||||||||||||
Trademarks | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible Assets | 9,050,000 | 9,050,000 | 4,705,000 | ||||||||||||||||||
Trademarks | DFINE, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 15 years | ||||||||||||||||||||
Trademarks | HeRO®Graft | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 5 years 6 months | ||||||||||||||||||||
Medical Company 1 | License agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 12 years | ||||||||||||||||||||
Payments to acquire intangible assets | $ 500,000 | ||||||||||||||||||||
Medical Company 1 | Additional Payments for License Agreement Milestone | License agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire intangible assets | 1,500,000 | ||||||||||||||||||||
Blockade Medical LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
License agreements | 2,700,000 | 2,700,000 | |||||||||||||||||||
Blockade Medical LLC | License agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 10 years | ||||||||||||||||||||
LeMaitre Vascular, Inc. | Developed technology | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 10 years | ||||||||||||||||||||
Payments to acquire intangible assets | 400,000 | ||||||||||||||||||||
Catch Medical, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire intangible assets | 400,000 | ||||||||||||||||||||
Accrued purchase obligation | 200,000 | ||||||||||||||||||||
Acquired in-process research and development | $ 1,000,000 | ||||||||||||||||||||
Long term purchase obligations | 400,000 | ||||||||||||||||||||
Distal Access, LLC | License agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible Assets | $ 3,500,000 | ||||||||||||||||||||
Useful life | 6 years | ||||||||||||||||||||
Payments to acquire intangible assets | 3,500,000 | ||||||||||||||||||||
Teleflex Incorporated | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Future payments under agreement | $ 400,000 | ||||||||||||||||||||
Teleflex Incorporated | Customer Lists | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 5 years | ||||||||||||||||||||
Payments to acquire intangible assets | 400,000 | ||||||||||||||||||||
Catheter Connections, Inc. | Distribution agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 10 years | ||||||||||||||||||||
Payments to acquire intangible assets | $ 250,000 | ||||||||||||||||||||
Medical Company 2 | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire intangible assets | $ 624,800 | 1,100,000 | |||||||||||||||||||
Contingent liability | € | € 500 | ||||||||||||||||||||
Medical Company 2 | License agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 10 years | ||||||||||||||||||||
Medical Company 3 | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire intangible assets | 3,500,000 | $ 3,000,000 | |||||||||||||||||||
Liabilities incurred | $ 1,000,000 | 1,000,000 | |||||||||||||||||||
Medical Company 3 | License agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 12 years | ||||||||||||||||||||
Intangible assets | $ 6,300,000 | ||||||||||||||||||||
Medical Company 3 | Distribution agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Useful life | 3 years | ||||||||||||||||||||
Intangible assets | $ 200,000 | ||||||||||||||||||||
Cost-method Investments | Blockade Medical LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid related to net working capital adjustment | $ 1,000,000 | ||||||||||||||||||||
Loans Receivable | Blockade Medical LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Consideration paid related to net working capital adjustment | $ 1,700,000 | ||||||||||||||||||||
Cardiovascular Segment | DFINE, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Acquisition-related costs | 1,600,000 | ||||||||||||||||||||
Investee | Bluegrass Vascular Technologies, Inc. | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire investment | $ 5,000,000 | ||||||||||||||||||||
Number of units acquired | shares | 1,251,878 | ||||||||||||||||||||
Percent owned | 19.50% | ||||||||||||||||||||
Cost method investment | $ 4,000,000 | ||||||||||||||||||||
Investee | Bluegrass Vascular Technologies, Inc. | Distribution agreements | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Intangible Assets | $ 1,000,000 | ||||||||||||||||||||
Useful life | 3 years | ||||||||||||||||||||
Limited Liability Company | Cagent Vascular, LLC | |||||||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||||||
Payments to acquire investment | $ 3,000,000 | ||||||||||||||||||||
Number of units acquired | shares | 2,965,000 | 2,965,000 | |||||||||||||||||||
Percent owned | 19.94656% | 19.94656% |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Feb. 04, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets Acquired | ||||
Goodwill | $ 211,927 | $ 184,472 | $ 184,464 | |
HeRO®Graft | ||||
Assets Acquired | ||||
Inventories | $ 2,455 | |||
Property and equipment | 290 | |||
Goodwill | 2,555 | |||
Total assets acquired | 18,500 | |||
DFINE, Inc. | ||||
Assets Acquired | ||||
Trade receivables | 4,054 | |||
Other receivables | 6 | |||
Inventories | 8,585 | |||
Prepaid expenses | 630 | |||
Property and equipment | 1,630 | |||
Other long-term assets | 145 | |||
Goodwill | 24,818 | |||
Total assets acquired | 114,268 | |||
Liabilities Assumed | ||||
Trade payables | (1,790) | |||
Accrued expenses | (5,298) | |||
Deferred income tax liabilities - current | (701) | |||
Deferred income tax liabilities - noncurrent | (10,844) | |||
Total liabilities assumed | (18,633) | |||
Net assets acquired, net of cash received of $1,327 | 95,635 | |||
Cash received | 1,327 | |||
Developed technology | HeRO®Graft | ||||
Assets Acquired | ||||
Intangibles | 12,100 | |||
Developed technology | DFINE, Inc. | ||||
Assets Acquired | ||||
Intangibles | 67,600 | |||
Customer lists | HeRO®Graft | ||||
Assets Acquired | ||||
Intangibles | 400 | |||
Customer lists | DFINE, Inc. | ||||
Assets Acquired | ||||
Intangibles | 2,400 | |||
Trademarks | HeRO®Graft | ||||
Assets Acquired | ||||
Intangibles | $ 700 | |||
Trademarks | DFINE, Inc. | ||||
Assets Acquired | ||||
Intangibles | $ 4,400 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Consolidated Results of Operations, Including Proforma Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
As Reported | |||||||||||
Net Sales | $ 157,715 | $ 156,975 | $ 151,071 | $ 138,077 | $ 138,404 | $ 136,086 | $ 138,082 | $ 129,577 | $ 603,838 | $ 542,149 | $ 509,689 |
Net income | $ 7,507 | $ 973 | $ 7,290 | $ 4,351 | $ 6,409 | $ 4,818 | $ 7,401 | $ 5,174 | $ 20,121 | $ 23,802 | $ 22,974 |
Basic (in dollars per share) | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.14 | $ 0.11 | $ 0.17 | $ 0.12 | $ 0.45 | $ 0.54 | $ 0.53 |
Diluted (in dollars per share) | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.14 | $ 0.11 | $ 0.17 | $ 0.12 | $ 0.45 | $ 0.53 | $ 0.53 |
Pro Forma | |||||||||||
Net Sales, Pro Forma | $ 621,463 | $ 575,541 | |||||||||
Net Income, Pro Forma | $ 9,825 | $ 3,135 | |||||||||
Basic, Pro Forma (in dollars per share) | $ 0.22 | $ 0.07 | |||||||||
Diluted, Pro Forma (in dollars per share) | $ 0.22 | $ 0.07 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 63,852 | $ 59,170 |
Work-in-process | 11,008 | 8,540 |
Raw materials | 45,835 | 38,289 |
Total | $ 120,695 | $ 105,999 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill [Roll Forward] | ||
Goodwill balance at January 1 | $ 184,472 | $ 184,464 |
Effect of foreign exchange | 82 | (52) |
Additions as the result of acquisitions | 27,373 | 60 |
Goodwill balance at December 31 | $ 211,927 | $ 184,472 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 77,387 | $ 66,096 |
Accumulated Amortization | (30,048) | (26,603) |
Net Carrying Amount | 47,339 | 39,493 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 14,130 | 12,014 |
Accumulated Amortization | (3,165) | (2,595) |
Net Carrying Amount | 10,965 | 9,419 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,626 | 5,626 |
Accumulated Amortization | (3,527) | (2,853) |
Net Carrying Amount | 3,099 | 2,773 |
License agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,695 | 19,109 |
Accumulated Amortization | (3,422) | (2,438) |
Net Carrying Amount | 17,273 | 16,671 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,380 | 7,259 |
Accumulated Amortization | (3,330) | (2,554) |
Net Carrying Amount | 9,050 | 4,705 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,028 | 1,028 |
Accumulated Amortization | (936) | (873) |
Net Carrying Amount | 92 | 155 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,261 | 20,793 |
Accumulated Amortization | (15,401) | (15,023) |
Net Carrying Amount | 6,860 | 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 Asset56
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 21,800 |
2,017 | 21,229 |
2,018 | 20,826 |
2,019 | 19,732 |
2,020 | $ 13,296 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Accumulated impairment loss | $ 8,300 | |||
Aggregate amortization expense | 19,300 | $ 14,800 | $ 14,900 | |
Intangible asset impairment charges | $ 0 | $ 0 | $ 1,102 | |
Ostial Solutions, LLC | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible asset impairment charges | $ 1,100 | |||
Contingent consideration benefit | $ 900 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Domestic | $ 6,174 | $ 9,470 | $ 16,961 | ||||||||
Foreign | 19,212 | 21,730 | 14,611 | ||||||||
INCOME BEFORE INCOME TAXES | $ 12,602 | $ 2,987 | $ 11,581 | $ 7,706 | $ 8,050 | $ 8,547 | $ 12,242 | $ 8,704 | $ 25,386 | $ 31,200 | $ 31,572 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current expense (benefit): | |||||||||||
Federal | $ 1,933 | $ (17) | $ 1,316 | ||||||||
State | 492 | 747 | 768 | ||||||||
Foreign | 3,802 | 3,218 | 2,644 | ||||||||
Total current expense | 6,227 | 3,948 | 4,728 | ||||||||
Deferred expense (benefit): | |||||||||||
Federal | (144) | 3,250 | 4,078 | ||||||||
State | (195) | 294 | (119) | ||||||||
Foreign | (623) | (94) | (89) | ||||||||
Total deferred (benefit) expense | (962) | 3,450 | 3,870 | ||||||||
Total income tax expense | $ 2,116 | $ (978) | $ 2,572 | $ 1,555 | $ 145 | $ 1,842 | $ 3,122 | $ 2,289 | $ 5,265 | $ 7,398 | $ 8,598 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||||||||||
Computed federal income tax expense at statutory rate of 35% | $ 8,885 | $ 10,920 | $ 11,050 | ||||||||
State income taxes | 193 | 698 | 438 | ||||||||
Tax credits | (1,164) | (1,019) | (888) | ||||||||
Production activity deduction | (53) | 0 | 0 | ||||||||
Foreign tax rate differential | (3,717) | (3,564) | (1,958) | ||||||||
Uncertain tax positions | 597 | 536 | (76) | ||||||||
Deferred compensation insurance assets | (307) | 182 | (81) | ||||||||
Transaction-related expenses | 274 | 0 | 0 | ||||||||
Other — including the effect of graduated rates | 557 | (355) | 113 | ||||||||
Total income tax expense | $ 2,116 | $ (978) | $ 2,572 | $ 1,555 | $ 145 | $ 1,842 | $ 3,122 | $ 2,289 | $ 5,265 | $ 7,398 | $ 8,598 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets: | ||
Allowance for uncollectible accounts receivable | $ 645 | $ 531 |
Accrued compensation expense | 6,203 | 5,534 |
Inventory differences | 1,065 | 2,043 |
Net operating loss carryforwards | 27,742 | 11,434 |
Deferred revenue | 73 | 118 |
Stock-based compensation expense | 2,738 | 2,532 |
Federal research and development credit carryforward | 3,524 | 2,355 |
Foreign tax credits | 364 | 600 |
Other | 6,984 | 5,754 |
Total deferred income tax assets | 49,338 | 30,901 |
Deferred income tax liabilities: | ||
Prepaid expenses | (782) | (841) |
Property and equipment | (25,108) | (24,467) |
Intangible assets | (35,773) | (6,495) |
Other | (1,480) | (1,077) |
Total deferred income tax liabilities | (63,143) | (32,880) |
Valuation allowance | (3,786) | (1,981) |
Net deferred income tax liabilities | (17,591) | (3,960) |
Reported as: | ||
Deferred income tax assets - Current | 8,219 | 7,025 |
Deferred income tax assets - Long-term | 171 | 0 |
Deferred income tax liabilities - Current | 0 | 0 |
Deferred income tax liabilities - Long-term | (25,981) | (10,985) |
Net deferred income tax liabilities | $ (17,591) | $ (3,960) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
Increase in valuation allowance | $ 1,805,000 | $ 378,000 | $ 240,000 |
U.S federal net operating loss carryforwards | $ 76,400,000 | 32,700,000 | |
Period to utilize the net operating loss carryforwards | 19 years | ||
NOL carryforward used in period | $ 6,200,000 | 6,000,000 | |
Foreign operating loss carryforwards | 3,000,000 | 0 | |
Unrecognized tax benefts including interest and penalties | 2,800,000 | 2,200,000 | |
Unrecognized tax benefits that would impact effective rate | 2,800,000 | 2,200,000 | |
Reduction in valuation allowance | 2,300,000 | 1,401,000 | |
Accrued interest and penalties | 216,000 | 187,000 | |
Income tax penalties and interest expense | 30,000 | $ 6,000 | $ 42,000 |
Maximum | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Estimated change in unrecognized tax benefit in next twelve months, lower bound | $ 500,000 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, opening balance | $ 1,982 | $ 1,736 | $ 2,129 |
Gross increases in tax positions taken in a prior year | 77 | 187 | 142 |
Gross increases in tax positions taken in the current year | 856 | 763 | 309 |
Lapse of applicable statute of limitations | (366) | (704) | (844) |
Unrecognized tax benefits, ending balance | $ 2,549 | $ 1,982 | $ 1,736 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables and Accruals [Abstract] | ||
Payroll taxes | $ 2,406 | $ 2,369 |
Payroll | 7,733 | 4,971 |
Bonuses | 4,470 | 5,283 |
Commissions | 974 | 790 |
Vacation | 8,846 | 7,748 |
Royalties | 1,806 | 1,499 |
Value-added tax | 2,046 | 1,797 |
Other accrued expenses | 16,666 | 13,389 |
Total | $ 44,947 | $ 37,846 |
Revolving Credit Facility and65
Revolving Credit Facility and Long-Term Debt - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($)quarter | Jul. 06, 2016USD ($) | Dec. 31, 2015USD ($) | |
Line of Credit Facility [Line Items] | |||
Outstanding borrowings | $ (325,000) | ||
Number of consecutive quarters for EBITDA to fixed charges ratio covenants | quarter | 4,000 | ||
Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Outstanding borrowings | $ (325,000) | ||
Maximum facility capital expenditures in the next 12 months | 30,000 | ||
Remaining borrowing capacity on line of credit | 95,000 | ||
Fixed interest rate percent | 2.4825% | ||
Debt subject to fixed interest rate | $ 130,000 | $ 135,000 | |
Variable Rate 1 | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate percent | 2.77% | 1.74% | |
Debt subject to variable interest rate | $ 150,000 | $ 65,800 | |
Variable Rate 2 | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Variable interest rate percent | 2.12% | ||
Debt subject to variable interest rate | $ 6,800 | ||
Revolving Credit Facility | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 275,000 | ||
Interest rate increase if in event of default | 2.00% | ||
Term Loan | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, face amount | 150,000 | ||
Bridge Loan | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 25,000 | ||
Interest Rate Swap 1 | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Fixed interest rate percent | 3.115% | ||
Debt subject to fixed interest rate | $ 45,000 | ||
Interest Rate Swap 2 | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Fixed interest rate percent | 2.9825% | ||
Minimum | Revolving Credit Facility | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.15% | ||
Maximum | Revolving Credit Facility | Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Commitment fee percentage | 0.40% |
Revolving Credit Facility and66
Revolving Credit Facility and Long-Term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 324,373 | $ 207,593 |
Less debt issuance costs | (627) | 0 |
Less current portion | 10,000 | 10,000 |
Long-term portion | 314,373 | 197,593 |
Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 145,000 | 64,962 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 180,000 | $ 142,631 |
Revolving Credit Facility and67
Revolving Credit Facility and Long-Term Debt - Financial Covenants (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)quarter | |
Debt Instrument [Line Items] | |
Number of consecutive quarters for EBITDA to fixed charges ratio covenants | quarter | 4,000 |
Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated EBITDA | $ 1,250 |
Consolidated Net Income | 0 |
Facility Capital Expenditures | $ 30,000,000 |
Through March 31, 2017 [Member] | Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 4,500 |
April 1, 2017 through June 30, 2017 [Member] | Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 4,000 |
July 1, 2017 through December 31, 2017 [Member] | Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 3,750 |
January 1, 2018 through March 31, 2018 [Member] | Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 3,500 |
April 1, 2018 and thereafter [Member] | Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 3,250 |
Revolving Credit Facility and68
Revolving Credit Facility and Long-Term Debt - Future Minimum Payments on Long-term Debt (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Debt Disclosure [Abstract] | |
2,017 | $ 10,000 |
2,018 | 12,500 |
2,019 | 15,000 |
2,020 | 17,500 |
2,021 | 270,000 |
Total long-term debt | $ 325,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) | Dec. 19, 2012 | Dec. 31, 2016 | Aug. 05, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||||
Accumulated other comprehensive income (loss), interest rate swap, tax benefit | $ (1,862,000) | $ (1,000) | ||
Revenue and cost of sales | ||||
Derivative [Line Items] | ||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, gross | 205,000 | |||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, net of tax | 125,000 | |||
Interest expense | ||||
Derivative [Line Items] | ||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, gross | 91,000 | |||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, net of tax | 56,000 | |||
Interest rate swap | ||||
Derivative [Line Items] | ||||
Notional amount of derivative | $ 150,000,000 | $ 42,500,000 | ||
Fixed rate | 0.9825% | 1.12% | ||
Quarterly reduction of notional amount | 50.00% | |||
Accumulated other comprehensive income (loss), interest rate swap, tax benefit | $ (1,941,000) | |||
Interest rate swap | Maximum | ||||
Derivative [Line Items] | ||||
Notional amount of derivative | $ 175,000,000 |
Derivatives - Forward Notional
Derivatives - Forward Notional Contracts (Details) - Dec. 31, 2016 - Foreign currency forward contracts € in Thousands, ¥ in Thousands, £ in Thousands, SFr in Thousands, SEK in Thousands, MXN in Thousands, HKD in Thousands, DKK in Thousands, CAD in Thousands, BRL in Thousands, AUD in Thousands | EUR (€) | CNY (¥) | DKK | MXN | CHF (SFr) | CAD | GBP (£) | HKD | SEK | BRL | AUD |
Not designated as hedging instrument | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of derivative | € 20,657 | ¥ 16,615 | MXN 19,125 | SFr 230 | CAD 4,320 | £ 975 | HKD 11,000 | SEK 3,035 | BRL 5,100 | AUD 4,150 | |
Derivatives designated as cash flow hedges | Designated as hedging instrument | |||||||||||
Derivative [Line Items] | |||||||||||
Notional amount of derivative | € 11,065 | DKK 8,795 | MXN 76,525 | SFr 1,303 | £ 3,115 | SEK 13,165 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Designated as hedging instrument | Interest rate swap | Other Assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | $ 4,991 | $ 2 |
Designated as hedging instrument | Foreign currency forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 0 | |
Total Liability Derivatives | 0 | |
Designated as hedging instrument | Foreign currency forward contracts | Other Assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 18 | |
Designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 116 | |
Designated as hedging instrument | Foreign currency forward contracts | Accrued Expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (275) | |
Designated as hedging instrument | Foreign currency forward contracts | Other Long-term Obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (18) | |
Not designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 220 | |
Not designated as hedging instrument | Foreign currency forward contracts | Accrued Expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | $ (171) | (278) |
Not designated as hedging instrument | Foreign currency forward contracts | Other receivables | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | $ 115 |
Derivatives - Amount of Gain (L
Derivatives - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - Derivatives designated as cash flow hedges - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Interest rate swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | $ 4,989 | $ (571) | $ (630) |
Interest rate swap | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) reclassified from AOCI | 718 | 1,103 | 587 |
Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | 0 | 0 | |
Foreign currency forward contracts | Revenue | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | 68 | ||
Amount of Gain/(Loss) reclassified from AOCI | 21 | 0 | 0 |
Foreign currency forward contracts | Cost of goods sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | (273) | ||
Amount of Gain/(Loss) reclassified from AOCI | $ (26) | $ 0 | $ 0 |
Derivatives - Gain (Loss) in th
Derivatives - Gain (Loss) in the Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Not designated as hedging instrument | Foreign currency forward contracts | Other expense | |||
Derivative [Line Items] | |||
Gain (loss) on derivative | $ 69 | $ (302) | $ 8 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 10,168 |
2,017 | 9,062 |
2,018 | 8,161 |
2,019 | 5,100 |
2,020 | 4,704 |
Thereafter | 32,736 |
Total minimum lease payments | $ 69,931 |
Commitments and Contingencies75
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | |||
Rent expense | $ 11,400 | $ 10,700 | $ 8,100 |
Proceeds from sale-leaseback transactions | 0 | $ 2,017 | 5,521 |
Term of lease | 7 years | ||
Deferred credits | 2,500 | $ 2,700 | |
Property, plant, and equipment grants from Ireland | 170 | $ 171 | $ 175 |
Irish grants refundable if operations discontinued | $ 3,700 | ||
Remaining grant liability period | 2 years | ||
Minimum | |||
Other Commitments [Line Items] | |||
Grant period | 5 years | ||
Maximum | |||
Other Commitments [Line Items] | |||
Grant period | 8 years |
Earnings Per Common Share (EP76
Earnings Per Common Share (EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Net income, basic | $ 20,121 | $ 23,802 | $ 22,974 | ||||||||
Basic (in shares) | 44,408 | 44,036 | 43,143 | ||||||||
Basic (in dollars per share) | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.14 | $ 0.11 | $ 0.17 | $ 0.12 | $ 0.45 | $ 0.54 | $ 0.53 |
Effect of dilutive stock options and warrants (in shares) | 454 | 475 | 266 | ||||||||
Net income, diluted | $ 20,121 | $ 23,802 | $ 22,974 | ||||||||
Diluted (in shares) | 44,862 | 44,511 | 43,409 | ||||||||
Diluted (in dollars per share) | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.14 | $ 0.11 | $ 0.17 | $ 0.12 | $ 0.45 | $ 0.53 | $ 0.53 |
Antidilutive securities excluded from EPS (in shares) | 727 | 423 | 1,292 |
Employee Stock Purchase Plan 77
Employee Stock Purchase Plan Stock Options and Warrants - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost not yet recognized | $ 7.9 | ||
Compensation cost not yet recognized, period of recognition | 3 years 5 months 12 days | ||
Options granted in period (in shares) | 880 | 618 | 666 |
Fair value of options, net of forfeitures | $ 5.2 | $ 3.7 | $ 2.8 |
Options granted in period, weighted average grant date fair value (in dollars per share) | $ 5.94 | $ 5.98 | $ 4.27 |
2006 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 1,700 | ||
Employee Stock Purchase Plan Qualified | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 151 | ||
Purchase price for ESPP, percent of market price | 95.00% | ||
Stock Options | 2006 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option contractual life | 7 years | ||
Stock Options | Minimum | 2006 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Stock Options | Maximum | 2006 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
Performance Shares | 2006 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year |
Employee Stock Purchase Plan 78
Employee Stock Purchase Plan Stock Options and Warrants - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | $ 2,506 | $ 2,243 | $ 1,460 |
Cost of goods sold | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | 472 | 398 | 198 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | 184 | 122 | 69 |
Selling, general, and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | $ 1,850 | $ 1,723 | $ 1,193 |
Employee Stock Purchase Plan 79
Employee Stock Purchase Plan Stock Options and Warrants - Fair Value Calculation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.15% | 1.53% | 1.53% |
Risk-free interest rate, maximum | 1.40% | 1.66% | 1.97% |
Expected option life | 5 years | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected price volatility, minimum | 34.28% | 33.72% | 34.52% |
Expected price volatility, maximum | 37.06% | 35.11% | 36.90% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option life | 5 years | 5 years | |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option life | 5 years 6 months |
Employee Stock Purchase Plan 80
Employee Stock Purchase Plan Stock Options and Warrants - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Total intrinsic value of stock options exercised | $ 3,648 | $ 7,548 | $ 3,505 | |
Cash received from stock option exercises | 4,577 | 6,227 | 7,697 | |
Excess tax benefit from the exercise of stock options | $ 669 | $ 2,124 | $ 576 | |
Number of Shares | ||||
Beginning balance (in shares) | 2,408 | |||
Granted (in shares) | 880 | |||
Exercised (in shares) | (362) | |||
Forfeited/expired (in shares) | (109) | |||
Outstanding at December 31 (in shares) | 2,817 | 2,408 | ||
Exercisable (in shares) | 1,033 | |||
Ending vested and expected to vest (in shares) | 2,718 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 15.32 | $ 14.26 | $ 15.32 | |
Granted (in dollars per share) | 17.43 | |||
Exercised (in dollars per share) | 13.61 | |||
Forfeited/expired (in dollars per share) | 14.52 | |||
Outstanding at December 31 (in dollars per share) | $ 15.32 | $ 14.26 | ||
Exercisable (in dollars per share) | 13.64 | |||
Ending vested and expected to vest (in dollars per share) | $ 15.27 | |||
Outstanding, remaining contractual term | 4 years 5 months 10 days | |||
Exercisable, remaining contractual term | 2 years 8 months 8 days | |||
Ending vested and expected to vest, remaining contractual term | 4 years 4 months 25 days | |||
Outstanding, intrinsic value | $ 31,476 | |||
Exercisable, intrinsic value | 13,274 | |||
Ending vested and expected to vest, intrinsic value | $ 30,512 |
Employee Stock Purchase Plan 81
Employee Stock Purchase Plan Stock Options and Warrants - Options Outstanding (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | $ 9.95 |
Range of exercise, upper (in dollars per share) | $ 22 |
Number outstanding (in shares) | shares | 2,817 |
Number exercisable (in shares) | shares | 1,033 |
$9.95 - $13.16 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | $ 9.95 |
Range of exercise, upper (in dollars per share) | $ 13.16 |
Number outstanding (in shares) | shares | 772 |
Weighted Average Remaining Contractual Life (in years) | 3 years 8 months 12 days |
Weighted average exercise price (in dollars per share) | $ 12.11 |
Number exercisable (in shares) | shares | 393 |
Weighted average exercise price (in dollars per share) | $ 12.23 |
$13.75 - $16.05 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 13.75 |
Range of exercise, upper (in dollars per share) | $ 16.05 |
Number outstanding (in shares) | shares | 1,181 |
Weighted Average Remaining Contractual Life (in years) | 4 years 8 days |
Weighted average exercise price (in dollars per share) | $ 14.84 |
Number exercisable (in shares) | shares | 533 |
Weighted average exercise price (in dollars per share) | $ 13.77 |
$16.41 - $20.27 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 16.41 |
Range of exercise, upper (in dollars per share) | $ 20.27 |
Number outstanding (in shares) | shares | 747 |
Weighted Average Remaining Contractual Life (in years) | 5 years 6 months 14 days |
Weighted average exercise price (in dollars per share) | $ 18.35 |
Number exercisable (in shares) | shares | 103 |
Weighted average exercise price (in dollars per share) | $ 18.06 |
$21.71 - $22.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 21.71 |
Range of exercise, upper (in dollars per share) | $ 22 |
Number outstanding (in shares) | shares | 117 |
Weighted Average Remaining Contractual Life (in years) | 6 years 6 months 14 days |
Weighted average exercise price (in dollars per share) | $ 21.94 |
Number exercisable (in shares) | shares | 4 |
Weighted average exercise price (in dollars per share) | $ 21.98 |
Segment Reporting and Foreign82
Segment Reporting and Foreign Operations - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016USD ($)segment | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 2 | ||
Segment Reporting Information [Line Items] | |||
Foreign sales as a percent of total sales | 39.00% | 39.00% | 39.00% |
Foreign Sales | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 233.5 | $ 214 | $ 198.3 |
Foreign sales | $ 59.9 | $ 50.7 | $ 40.7 |
Segment Reporting and Foreign83
Segment Reporting and Foreign Operations - Sales by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue from External Customer [Line Items] | |||||||||||
% Change | 11.00% | 6.00% | 11.00% | 6.00% | 14.00% | ||||||
Net Sales | $ 157,715 | $ 156,975 | $ 151,071 | $ 138,077 | $ 138,404 | $ 136,086 | $ 138,082 | $ 129,577 | $ 603,838 | $ 542,149 | $ 509,689 |
Cardiovascular Segment | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 11.00% | 6.00% | 11.00% | 6.00% | 14.00% | ||||||
Net Sales | $ 580,248 | $ 520,915 | $ 491,706 | ||||||||
Cardiovascular Segment | Stand Alone Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 25.00% | 8.00% | 25.00% | 8.00% | 15.00% | ||||||
Net Sales | $ 193,517 | $ 155,414 | $ 143,712 | ||||||||
Cardiovascular Segment | Custom Kit And Procedures Trays | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 3.00% | 5.00% | 3.00% | 5.00% | 7.00% | ||||||
Net Sales | $ 119,392 | $ 116,368 | $ 111,076 | ||||||||
Cardiovascular Segment | Inflation Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 1.00% | 1.00% | 1.00% | 1.00% | 10.00% | ||||||
Net Sales | $ 73,919 | $ 73,373 | $ 72,538 | ||||||||
Cardiovascular Segment | Catheters | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 15.00% | 11.00% | 15.00% | 11.00% | 17.00% | ||||||
Net Sales | $ 110,939 | $ 96,833 | $ 87,550 | ||||||||
Cardiovascular Segment | Embolization Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 2.00% | 3.00% | 2.00% | 3.00% | 31.00% | ||||||
Net Sales | $ 46,035 | $ 45,025 | $ 43,855 | ||||||||
Cardiovascular Segment | Electrophysiology | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 8.00% | 3.00% | 8.00% | 3.00% | 17.00% | ||||||
Net Sales | $ 36,446 | $ 33,902 | $ 32,975 | ||||||||
Endoscopy Segment | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | $ 23,590 | $ 21,234 | $ 17,983 | ||||||||
Endoscopy Segment | Endoscopy Devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 11.00% | 18.00% | 11.00% | 18.00% | 6.00% | ||||||
Net Sales | $ 23,590 | $ 21,234 | $ 17,983 |
Segment Reporting and Foreign84
Segment Reporting and Foreign Operations - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 276,573 | $ 267,778 | $ 244,171 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 194,715 | 186,389 | 177,627 |
Ireland | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 47,337 | 48,896 | 49,708 |
Other Foreign Countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 34,521 | $ 32,493 | $ 16,836 |
Segment Reporting and Foreign85
Segment Reporting and Foreign Operations - Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 157,715 | $ 156,975 | $ 151,071 | $ 138,077 | $ 138,404 | $ 136,086 | $ 138,082 | $ 129,577 | $ 603,838 | $ 542,149 | $ 509,689 |
Operating expenses | 230,149 | 198,238 | 185,056 | ||||||||
Operating income (loss) | 34,876 | 37,543 | 40,166 | ||||||||
Total other expense - net | (9,490) | (6,343) | (8,594) | ||||||||
Income tax expense | 2,116 | (978) | 2,572 | 1,555 | 145 | 1,842 | 3,122 | 2,289 | 5,265 | 7,398 | 8,598 |
NET INCOME | $ 7,507 | $ 973 | $ 7,290 | $ 4,351 | $ 6,409 | $ 4,818 | $ 7,401 | $ 5,174 | 20,121 | 23,802 | 22,974 |
Cardiovascular Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 580,248 | 520,915 | 491,706 | ||||||||
Operating expenses | 218,659 | 187,492 | 175,152 | ||||||||
Operating income (loss) | 30,120 | 34,052 | 38,601 | ||||||||
Endoscopy Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 23,590 | 21,234 | 17,983 | ||||||||
Operating expenses | 11,490 | 10,746 | 9,904 | ||||||||
Operating income (loss) | $ 4,756 | $ 3,491 | $ 1,565 |
Segment Reporting and Foreign86
Segment Reporting and Foreign Operations - Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 942,803 | $ 778,728 | $ 747,165 |
Depreciation and amortization | 43,755 | 37,425 | 35,929 |
Capital expenditures | 32,837 | 50,959 | 34,181 |
Cardiovascular Segment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 932,927 | 767,952 | 734,940 |
Depreciation and amortization | 42,806 | 36,474 | 34,975 |
Capital expenditures | 32,613 | 50,927 | 33,660 |
Endoscopy Segment | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 9,876 | 10,776 | 12,225 |
Depreciation and amortization | 949 | 951 | 954 |
Capital expenditures | $ 224 | $ 32 | $ 521 |
Royalty Agreements - Narrative
Royalty Agreements - Narrative (Details) - BioSphere APHP Royalty - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Royalty Agreements [Line Items] | |||
Current royalty rate | 5.00% | ||
Future royalty rate | 2.50% | ||
Royalty expense | $ 1.8 | $ 1.5 | $ 1.5 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Minimum age for participation | 18 years | ||
Minimum time at the company for participation | 90 days | ||
Total paid into 401(k) | $ 2,300 | $ 2,000 | $ 1,800 |
Non-US | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Total paid into 401(k) | $ 1,134 | $ 893 | $ 912 |
Minimum | Non-US | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 2.00% | ||
Maximum | Non-US | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 31.50% | ||
Management | Minimum | Non-US | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 2.00% | ||
Management | Maximum | Non-US | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 32.00% |
Quarterly Results of Operatio89
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 157,715 | $ 156,975 | $ 151,071 | $ 138,077 | $ 138,404 | $ 136,086 | $ 138,082 | $ 129,577 | $ 603,838 | $ 542,149 | $ 509,689 |
Gross profit | 70,256 | 67,815 | 66,854 | 60,100 | 60,307 | 59,205 | 60,886 | 55,383 | 265,025 | 235,781 | 225,222 |
Income from operations | 12,602 | 2,987 | 11,581 | 7,706 | 8,050 | 8,547 | 12,242 | 8,704 | 25,386 | 31,200 | 31,572 |
Income tax expense | 2,116 | (978) | 2,572 | 1,555 | 145 | 1,842 | 3,122 | 2,289 | 5,265 | 7,398 | 8,598 |
Net income | $ 7,507 | $ 973 | $ 7,290 | $ 4,351 | $ 6,409 | $ 4,818 | $ 7,401 | $ 5,174 | $ 20,121 | $ 23,802 | $ 22,974 |
Basic (in dollars per share) | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.14 | $ 0.11 | $ 0.17 | $ 0.12 | $ 0.45 | $ 0.54 | $ 0.53 |
Diluted (in dollars per share) | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.14 | $ 0.11 | $ 0.17 | $ 0.12 | $ 0.45 | $ 0.53 | $ 0.53 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts | $ 0 | $ 0 |
Foreign currency contract liabilities, current and long-term | 0 | |
Foreign currency contract liabilities, current and long-term | 0 | |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | 0 | |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts | 4,991 | 2 |
Foreign currency contract liabilities, current and long-term | (354) | |
Foreign currency contract liabilities, current and long-term | (464) | |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | (278) | |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts | 0 | 0 |
Foreign currency contract liabilities, current and long-term | 0 | |
Foreign currency contract liabilities, current and long-term | 0 | |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | 0 | |
Estimate of Fair Value, Fair Value Disclosure | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts | 4,991 | 2 |
Foreign currency contract liabilities, current and long-term | (354) | |
Foreign currency contract liabilities, current and long-term | $ (464) | |
Foreign Currency Derivative Instruments Not Designated as Hedging Instruments, Liability at Fair Value | $ (278) |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 1,024 | $ 1,886 |
Contingent consideration liability recorded as the result of acquisitions | 0 | 270 |
Fair value adjustments recorded to income during the period | (123) | 80 |
Contingent payments made | (218) | (1,212) |
Ending balance | $ 683 | $ 1,024 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) - Contingent Consideration - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Contingent consideration liability | $ 683,000 | $ 1,024,000 | $ 1,886,000 |
Revenue-based Payments | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Contingent consideration liability | $ 683,000 | $ 874,000 | |
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 | 10.00% | 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% | |
Other Payments | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Contingent consideration liability | $ 150,000 | ||
Contingent consideration asset | $ 528,000 | ||
Other Payments | Discounted Cash Flow | Fair Value, Inputs, Level 3 | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Probability of milestone payment | 57.00% | 100.00% | |
Discount rate | 10.00% | 0.00% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of other assets | $ 101,000 | $ 100,000 | $ 1,400,000 |
Other Long-term Obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | 595,000 | 775,000 | |
Accrued Expenses | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability | 88,000 | 200,000 | |
Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent receivable asset | 683,000 | 1,024,000 | $ 1,886,000 |
Other Payments | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent receivable asset | $ 150,000 | ||
Remaining contingent receivable asset | 528,000 | ||
Contingent Consideration | Contingent Receivable | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Loss on contingent receivable | 184,000 | ||
Contingent Consideration | Contingent Receivable | Other Assets (long-term) | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining contingent receivable asset | 367,000 | ||
Contingent Consideration | Contingent Receivable | Other Current Assets | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining contingent receivable asset | $ 161,000 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Feb. 01, 2017USD ($) |
Argon Medical Devices and Catheter Connections, Inc. | Subsequent Event | |
Subsequent Event [Line Items] | |
Payments to acquire certain products | $ 48 |
Schedule II - Valuation and q95
Schedule II - Valuation and qualifying accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ (1,297) | $ (893) | $ (840) |
Additions Charged to Costs and Expenses | (404) | (607) | (83) |
Deduction | 322 | 203 | 30 |
Additions due to acquisitions | (208) | 0 | 0 |
Balance at End of Year | (1,587) | (1,297) | (893) |
Tax Valuation Allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | (1,981) | (1,603) | (1,363) |
Additions Charged to Costs and Expenses | (1,805) | (378) | (240) |
Deduction | 0 | 0 | 0 |
Balance at End of Year | $ (3,786) | $ (1,981) | $ (1,603) |