Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 23, 2018 | Jun. 30, 2017 | |
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, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 50,266,889 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $ 1,843,214,217 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 32,336 | $ 19,171 |
Trade receivables — net of allowance for uncollectible accounts — 2017 — $1,769 and 2016 — $1,587 | 105,536 | 80,521 |
Other receivables | 9,429 | 5,643 |
Inventories | 155,288 | 120,695 |
Prepaid expenses and other assets | 9,096 | 6,226 |
Prepaid income taxes | 3,225 | 2,525 |
Deferred income tax assets | 0 | 8,219 |
Income tax refund receivables | 1,211 | 423 |
Total current assets | 316,121 | 243,423 |
PROPERTY AND EQUIPMENT: | ||
Land and land improvements | 19,877 | 19,379 |
Buildings | 147,356 | 139,119 |
Manufacturing equipment | 197,651 | 178,110 |
Furniture and fixtures | 49,528 | 43,433 |
Leasehold improvements | 31,161 | 30,413 |
Construction-in-progress | 32,896 | 28,180 |
Total property and equipment | 478,469 | 438,634 |
Less accumulated depreciation | (185,649) | (162,061) |
Property and equipment — net | 292,820 | 276,573 |
OTHER ASSETS: | ||
Goodwill | 238,147 | 211,927 |
Deferred income tax assets | 2,359 | 171 |
Other assets | 35,040 | 28,012 |
Total other assets | 502,870 | 422,807 |
TOTAL | 1,111,811 | 942,803 |
CURRENT LIABILITIES: | ||
Trade payables | 34,931 | 30,619 |
Accrued expenses | 58,932 | 45,519 |
Current portion of long-term debt | 19,459 | 10,000 |
Income taxes payable | 2,298 | 2,193 |
Total current liabilities | 115,620 | 88,331 |
LONG-TERM DEBT | 259,013 | 314,373 |
DEFERRED INCOME TAX LIABILITIES | 23,289 | 25,981 |
LONG-TERM INCOME TAXES PAYABLE | 4,846 | 0 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 2,746 | 438 |
DEFERRED COMPENSATION PAYABLE | 11,181 | 9,211 |
DEFERRED CREDITS | 2,403 | 2,550 |
OTHER LONG-TERM OBLIGATIONS | 16,379 | 3,730 |
Total liabilities | 435,477 | 444,614 |
COMMITMENTS AND CONTINGENCIES (Notes 2, 7, 8, and 9) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock — 5,000 shares authorized as of December 31, 2017 and 2016; no shares issued | 0 | 0 |
Common stock, no par value; shares authorized — 2017 and 2016 - 100,000; issued and outstanding as of December 31, 2017 - 50,248 and December 31, 2016 - 44,645 | 353,392 | 206,186 |
Retained earnings | 321,408 | 293,885 |
Accumulated other comprehensive income (loss) | 1,534 | (1,882) |
Total stockholders’ equity | 676,334 | 498,189 |
TOTAL | 1,111,811 | 942,803 |
Developed technology — net of accumulated amortization — 2017 — $72,420 and 2016 — $52,843 | ||
OTHER ASSETS: | ||
Intangible assets | 167,771 | 135,358 |
Other — net of accumulated amortization — 2017 — $38,127 and 2016 — $30,048 | ||
OTHER ASSETS: | ||
Intangible assets | $ 59,553 | $ 47,339 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Trade receivables, allowances | $ 1,769 | $ 1,587 |
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) | 50,248,000 | 44,645,000 |
Common stock shares outstanding (in shares) | 50,248,000 | 44,645,000 |
Other | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 38,127 | $ 30,048 |
Developed technology | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 72,420 | $ 52,843 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
NET SALES | $ 727,852,000 | $ 603,838,000 | $ 542,149,000 |
COST OF SALES | 401,599,000 | 338,813,000 | 306,368,000 |
GROSS PROFIT | 326,253,000 | 265,025,000 | 235,781,000 |
OPERATING EXPENSES: | |||
Selling, general and administrative | 229,134,000 | 184,398,000 | 156,348,000 |
Research and development | 51,403,000 | 45,229,000 | 40,810,000 |
Intangible asset impairment charges | 809,000 | 0 | 0 |
Contingent consideration expense (benefit) | (298,000) | 61,000 | 80,000 |
Acquired in-process research and development | 12,136,000 | 461,000 | 1,000,000 |
Total operating expenses | 293,184,000 | 230,149,000 | 198,238,000 |
INCOME FROM OPERATIONS | 33,069,000 | 34,876,000 | 37,543,000 |
OTHER INCOME (EXPENSE): | |||
Interest income | 381,000 | 81,000 | 272,000 |
Interest expense | (7,736,000) | (8,798,000) | (6,229,000) |
Gain on bargain purchase | 11,039,000 | 0 | 0 |
Other income (expense) - net | (872,000) | (773,000) | (386,000) |
Other income (expense) — net | 2,812,000 | (9,490,000) | (6,343,000) |
INCOME BEFORE INCOME TAXES | 35,881,000 | 25,386,000 | 31,200,000 |
INCOME TAX EXPENSE | 8,358,000 | 5,265,000 | 7,398,000 |
NET INCOME | $ 27,523,000 | $ 20,121,000 | $ 23,802,000 |
EARNINGS PER COMMON SHARE: | |||
Basic (in dollars per share) | $ 0.56 | $ 0.45 | $ 0.54 |
Diluted (in dollars per share) | $ 0.55 | $ 0.45 | $ 0.53 |
AVERAGE COMMON SHARES: | |||
Basic (in shares) | 48,805 | 44,408 | 44,036 |
Diluted (in shares) | 50,101 | 44,862 | 44,511 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 27,523 | $ 20,121 | $ 23,802 |
Other comprehensive income (loss): | |||
Cash flow hedges | 901 | 4,784 | (571) |
Less income tax benefit (expense) | (350) | (1,861) | 222 |
Foreign currency translation adjustment | 3,117 | 878 | (3,037) |
Less income tax benefit (expense) | (252) | (196) | 311 |
Total other comprehensive income (loss) | 3,416 | 3,605 | (3,075) |
Total comprehensive income | $ 30,939 | $ 23,726 | $ 20,727 |
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, 2014 | $ 435,259 | $ 187,709 | $ 249,962 | $ (2,412) |
Beginning 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 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 | |||
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 | |||
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 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 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | $ 27,523 | 27,523 | ||
Other comprehensive income (loss) | 3,416 | 3,416 | ||
Stock-based compensation expense | 4,075 | $ 4,075 | ||
Options exercised | $ 5,689 | $ 5,689 | ||
Options exercised (in shares) | 404 | 404 | ||
Issuance of common stock under Employee Stock Purchase Plans | $ 836 | $ 836 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 24 | |||
Shares surrendered in exchange for payment of payroll tax liabilities | 136,606 | $ 136,606 | ||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | 5,175 | |||
Shares surrendered in exchange for exercise of stock options | 0 | |||
Shares surrendered in exchange for the exercise of stock options (in shares) | 0 | |||
Ending balance at Dec. 31, 2017 | $ 676,334 | $ 353,392 | $ 321,408 | $ 1,534 |
Ending balance (in shares) at Dec. 31, 2017 | 50,248 | 50,248 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 27,523 | $ 20,121 | $ 23,802 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 53,582 | 43,755 | 37,425 |
Gain on bargain purchase | (11,039) | 0 | 0 |
Losses (gains) on sales and/or abandonment of property and equipment | 427 | 530 | (23) |
Write-off of patents and intangible assets | 988 | 101 | 141 |
Acquired in-process research and development | 12,136 | 461 | 1,000 |
Amortization of deferred credits | (147) | (170) | (171) |
Amortization of long-term debt issuance costs | 685 | 952 | 987 |
Deferred income taxes | (1,304) | (962) | 3,450 |
Excess tax benefits from stock-based compensation | 0 | (669) | (2,124) |
Stock-based compensation expense | 4,075 | 2,506 | 2,243 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Trade receivables | (12,844) | (6,816) | (5,872) |
Other receivables | (3,557) | 1,161 | 335 |
Inventories | (17,834) | (3,656) | (13,113) |
Prepaid expenses and other current assets | (1,236) | 271 | (696) |
Prepaid income taxes | (611) | 404 | (1,788) |
Income tax refund receivables | (588) | 406 | (784) |
Other assets | (3,735) | (3,763) | (362) |
Trade payables | 417 | (6,835) | 14,766 |
Accrued expenses | 6,461 | 3,242 | 5,873 |
Income taxes payable | 21 | 1,451 | 2,199 |
Long-term income taxes payable | 4,846 | 0 | 0 |
Liabilities related to unrecognized tax benefits | (19) | 597 | 536 |
Deferred compensation payable | 1,970 | 712 | (135) |
Other long-term obligations | 2,510 | (200) | 1,769 |
Total adjustments | 35,204 | 33,478 | 45,656 |
Net cash provided by operating activities | 62,727 | 53,599 | 69,458 |
Capital expenditures for: | |||
Property and equipment | (38,623) | (32,837) | (50,959) |
Intangible assets | (2,577) | (2,217) | (1,956) |
Proceeds from sale-leaseback transactions | 0 | 0 | 2,017 |
Proceeds from sale of cost method investment | 0 | 1,089 | 0 |
Proceeds from the sale of property and equipment | 21 | 19 | 1,247 |
Cash paid in acquisitions, net of cash acquired | (105,582) | (125,161) | (12,368) |
Net cash used in investing activities | (146,761) | (159,107) | (62,019) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock | 143,810 | 5,271 | 6,668 |
Offering costs | (816) | 0 | 0 |
Proceeds from issuance of long-term debt | 197,214 | 219,505 | 152,375 |
Payments on long-term debt | (243,214) | (102,098) | (169,272) |
Excess tax benefits from stock-based compensation | 0 | 669 | 2,124 |
Long-term debt issuance costs | (416) | (1,948) | 0 |
Contingent payments related to acquisitions | (61) | (218) | (1,212) |
Payment of taxes related to an exchange of common stock | 0 | (86) | (918) |
Net cash provided by (used in) financing activities | 96,517 | 121,095 | (10,235) |
EFFECT OF EXCHANGE RATES ON CASH | 682 | (593) | (382) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 13,165 | 14,994 | (3,178) |
CASH AND CASH EQUIVALENTS: | |||
Beginning of year | 19,171 | 4,177 | 7,355 |
End of year | 32,336 | 19,171 | 4,177 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Interest (net of capitalized interest of $513, $460 and $325, respectively) | 7,707 | 8,872 | 6,273 |
Income taxes | 6,049 | 2,318 | 3,409 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Property and equipment purchases in accounts payable | 1,992 | 2,398 | 3,199 |
Cost method investment converted to intangible asset in acquisition in lieu of additional cash payment | 0 | 0 | 1,010 |
Contingent receivable in exchange for sale of cost method investment | 0 | 711 | 0 |
Receivable for issuance of common stock associated with option exercises | 137 | 0 | 0 |
Acquisition purchases in accrued expenses and other long-term obligations | 10,488 | 0 | 1,300 |
Merit common stock surrendered (0, 14 and 185 shares, respectively) in exchange for exercise of stock options | $ 0 | $ 346 | $ 3,802 |
CONSOLIDATED STATEMENTS OF CAS8
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net capitalized interest | $ 513 | $ 460 | $ 325 |
Common Stock | |||
Company's common stock surrendered in exchange for the exercise of stock options (in shares) | 0 | 14 | 185 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
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, critical care, 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. Within those two operating segments, we offer products focused in five core product groups: peripheral intervention, cardiac intervention, interventional oncology and spine, cardiovascular and critical care, and endoscopy. We manufacture our products in plants located in the United States, Mexico, The Netherlands, Ireland, France, Brazil, Australia, and Singapore. We export sales to dealers and have direct or modified direct sales forces in the United States, Canada, Western Europe, Australia, Brazil, Russia, Japan, China, Malaysia, South Korea, UAE and India (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 ("U.S. GAAP") 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. Reclassifications . Certain prior period amounts were reclassified to conform to the current period presentation. The consolidated balance sheet previously presented employee receivables and advances from employees which are now presented as components of other receivables and accrued expenses, respectively. The reclassifications provide a more concise financial statement presentation and additional information is disclosed in the notes if material. 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 . Trade accounts receivable are recorded at the net invoice value and are not interest bearing. An allowance for uncollectible accounts receivable is recorded based on our historical bad debt experience and on management’s evaluation of our ability to collect individual outstanding balances. Once collection efforts have been exhausted and a receivable is deemed to be uncollectible, such balance is charged against the allowance for uncollectible accounts. Inventories . We value our inventories at the lower of cost, determined on a first-in, first-out method, 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 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. Finite-lived intangible assets including developed technology, customer lists, distribution agreements, license agreements, trademarks, covenants not to compete and patents are subject to amortization. Intangible assets are amortized over their estimated useful life on a straight-line basis, except for customer lists, which are generally amortized on an accelerated basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. We evaluate the recoverability of our finite-lived intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists. In-process technology intangible assets, which are not subject to amortization until projects reach commercialization, are assessed for impairment at least annually and more frequently if events occur that would indicate a potential reduction in the fair value of the assets below their carrying value. An impairment charge would be recognized to the extent the carrying amount of the in-process technology exceeded its fair value. Long-Lived Assets . We periodically review the carrying amount of our depreciable 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 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, 2017 , 2016 and 2015 was approximately $26.8 million , $24.5 million , and $22.6 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 $11.7 million and $9.9 million at December 31, 2017 and 2016 , respectively, which is included in other assets in our consolidated balance sheets. We have recorded a deferred compensation payable of approximately $11.2 million and $9.2 million at December 31, 2017 and 2016 , 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 issuance costs on revolving debt, investments in privately-held companies accounted for at cost, a long-term income tax refund receivable, deposits related to various leases, and the long-term assets related to derivatives. 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, 2017 , 2016 and 2015 . 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. As noted further below, we do not expect our reported revenue to be affected materially in any period due to the adoption of Accounting Standards Codification ("ASC") Topic 606 because: (1) we expect to identify similar performance obligations under ASC Topic 606 as compared with deliverables and separate units of account previously identified; (2) we have determined the transaction price to be consistent; and (3) we record revenue at the same point in time, upon shipment or delivery under both ASC Topic 605 and ASC Topic 606, as applicable under the terms of the contract with the customer. Additionally, we do not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606. 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, 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 . Under our accounting policies, we initially recognize a tax position in our financial statements when it becomes more likely than not that the position will be sustained upon examination by the tax authorities. Such tax positions are initially and subsequently measured as the largest amount of tax positions that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authorities assuming full knowledge of the position and all relevant facts. Although we believe our provisions for unrecognized tax positions are reasonable, we can make no assurance that the final tax outcome of these matters will not be different from that which we have reflected in our income tax provisions and accruals. The tax law is subject to varied interpretations, and we have taken positions related to certain matters where the law is subject to interpretation. Such differences could have a material impact on our income tax provisions and operating results in the period(s) in which we make such determination. 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 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, 2017 , 2016 and 2015 was approximately $4.1 million , $2.5 million and $2.2 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 2% , 3% , and 3% of net sales for the years ended December 31, 2017 , 2016 and 2015 , respectively. 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. 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, 2017 , accumulated other comprehensive income included approximately $3.5 million (net of tax of $(2.2) million ) related to cash flow hedges and $(1.9) million (net of tax of $0 ) related to foreign currency translation. As of December 31, 2016 , accumulated other comprehensive 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. New Financial Accounting Standards . Recently Adopted In January 2017, the Financial Accounting Standards Board (the “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. We adopted ASU 2017-04 effective January 1, 2017 on a prospective basis, and it did not have a material impact on our consolidated financial statements for the year ended December 31, 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 assist entities 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 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. We adopted ASU 2017-01 effective January 1, 2017 on a prospective basis. The implementation of ASU 2017-01 did not have a material impact on our consolidated financial statements for the year ended December 31, 2017. 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 previous requirement to make an estimate upon the grant of the awards. We adopted ASU 2016-09 effective January 1, 2017 on a prospective basis and, as such, no prior periods were adjusted. In accordance with the new standard and prospectively since the date we adopted ASU 2016-09, excess tax benefits from stock-based compensation are reported as an income tax benefit in our consolidated statements of income (see Note 5). In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which requires all deferred tax assets and deferred tax liabilities to be presented as noncurrent within a classified balance sheet. We adopted ASU 2015-17 effective January 1, 2017 on a prospective basis and did not reclassify presentation of prior year balances. The adoption of this standard did not have a material impact on our consolidated financial statements for the year ended December 31, 2017. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory , which 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. The implementation of ASU 2015-11 did not have a material impact on our consolidated financial statements for the year ended December 31, 2017. Not Yet Adopted In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted in December 2017. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We do not believe that the adoption of ASU 2018-02 will have a material impact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the anticipated impact of adopting ASU 2017-12 on our consolidated financial statements. 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 became effective for us as of January 1, 2018. We do not believe that the adoption of ASU 2016-16 will have a material impact 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 became effective for us on January 1, 2018. We do not believe that the adoption of ASU 2016-15 will have a material impact on our consolidated 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 of ASU 2016-02 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 became effective for us on January 1, 2018. 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 believe the application of ASU 2016-01 will have a material impact on our financial statements. In May 2014, the FASB issued ASU No. 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 became 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 adopted this standard using the modified retrospective approach on January 1, 2018. In preparation for adoption of the standard, we have implemented internal controls and completed our impact assessment 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. We do not expect reported revenue to be affected materially in any period due to the adoption of ASC Topic 606 because: (1) we expect to identify similar performance obligations under ASC Topic 606 as compared with deliverables and separate units of account previously identified; (2) we have determined the transaction price to be consistent; and (3) we record revenue at the same point in time, upon shipment or delivery under both ASC Topic 605 and ASC Topic 606, as applicable under the terms of the contract with the customer. Additionally, we do not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606. There are also certain considerations related to accounting policies, business processes and internal control over financial reporting that are associated with implementing Topic 606. We have evaluated our policies, processes, and control framework for revenue recognition, and identified and implemented the changes needed in response to the new guidance. Lastly, disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance, including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, the judgments made in revenue recognition determinations, adjustments to revenue which relate to activities from previous quarters or years, any significant reversals of revenue, and costs to obtain or fulfill contracts. We have designed and implemented the appropriate controls over gathering and reporting the information as required under Topic 606, in order to support the expanded disclosure requirements. All other issued and not yet effective accounting standards are not relevant to our financial statements. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | ACQUISITIONS On October 2, 2017 we acquired a custom procedure pack business located in Melbourne, Australia from ITL Healthcare Pty Ltd. ("ITL"), for an aggregate purchase price of $11.3 million . We accounted for this acquisition as a business combination. The following table summarizes the aggregate purchase price allocated to the assets acquired from ITL (in thousands): Assets Acquired Trade receivables $ 1,287 Other receivables 56 Inventories 1,808 Prepaid expenses and other assets 65 Property and equipment 1,053 Intangibles Customer lists 5,940 Goodwill 3,740 Total assets acquired 13,949 Liabilities Assumed Trade payables (216 ) Accrued expenses (542 ) Deferred tax liabilities (1,901 ) Total liabilities assumed (2,659 ) Total net assets acquired $ 11,290 We are amortizing the customer list on an accelerated basis over seven years . Acquisition-related costs associated with the ITL acquisition, 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, 2017 , our net sales of ITL products were approximately $3.3 million . It is not practical to separately report the earnings related to the ITL acquisition, as we cannot split out sales costs related solely to the products we acquired from ITL, principally because our sales representatives sell multiple products (including the products we acquired from ITL) in our cardiovascular business segment. On September 1, 2017, we acquired intellectual property rights associated with a steerable guidewire system from IntelliMedical Technologies Pty. Ltd. ("IntelliMedical"). We made an initial payment of approximately $11.9 million in September 2017, and we are obligated to pay up to an additional A$15.0 million (Australian dollars) if certain milestones set forth in the share purchase agreement with IntelliMedical are achieved. We are also required to pay royalties equal to 6% of net sales, commencing upon the first commercial sale of the product and throughout the term of the applicable patents. We accounted for this transaction as an asset purchase. The initial payment has been included in the accompanying consolidated statements of income as acquired in-process research and development expense for the year ended December 31, 2017 , because both technological feasibility of the underlying research and development project had not yet been reached and such technology had no identified future alternative use as of the date of acquisition. On August 4, 2017 we acquired from Laurane Medical S.A.S. ("Laurane") and its shareholders inventories and the intellectual property rights associated with certain manual bone biopsy devices, manual bone marrow needles and muscle biopsy kits for an aggregate purchase price of $16.5 million . We also recorded a contingent consideration liability of $5.5 million related to royalties potentially payable to Laurane's shareholders pursuant to the terms of an intellectual property purchase agreement. We accounted for this acquisition as a business combination. The following table summarizes the aggregate purchase price (including contingent royalty payment liabilities) allocated to the assets acquired from Laurane (in thousands): Net Assets Acquired Inventories $ 594 Intangibles Developed technology 14,920 Customer list 120 Goodwill 6,366 Total net assets acquired $ 22,000 We are amortizing the developed technology intangible asset over 12 years and the customer list on an accelerated basis over one year . The total weighted-average amortization period for these acquired intangible assets is 11.9 years . The sales and results of operations related to the acquisition have been included in our cardiovascular segment since the acquisition date and were not material. Acquisition-related costs associated with the Laurane acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were not material. On July 3, 2017, we acquired from Osseon LLC (“Osseon”) substantially all the assets related to Osseon’s vertebral augmentation products. We accounted for this acquisition as a business combination. The purchase price for the assets was approximately $6.8 million . Acquisition-related costs associated with the Osseon acquisition, 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, 2017 , our net sales of Osseon products were approximately $942,000 . It is not practical to separately report the earnings related to the Osseon acquisition, as we cannot split out sales costs related solely to the products we acquired from Osseon, principally because our sales representatives sell multiple products (including the products we acquired from Osseon) in our cardiovascular business segment. The following table summarizes the preliminary purchase price allocated to the net assets acquired (in thousands): Net Assets Acquired Inventories $ 979 Property and equipment 58 Intangibles Developed technology 5,400 Customer list 200 Goodwill 203 Total net assets acquired $ 6,840 We are amortizing the developed technology intangible asset over nine years and customer lists on an accelerated basis over eight years . The total weighted-average amortization period for these acquired intangible assets is approximately 9.0 years . On July 1, 2017, we entered into an exclusive license agreement with Pleuratech ApS ("Pleuratech") to acquire the rights to manufacture and sell the KatGuide TM chest tube insertion tool. As of December 31, 2017 , we had paid $2.0 million in connection with this agreement. We are obligated to pay an additional $5.0 million if certain milestones set forth in the license agreement are met. We are also required to pay royalties equal to 6% of net sales throughout the term of the license agreement. We accounted for this transaction as an asset purchase. We recorded the amount paid upon closing as a license agreement intangible asset, which we intend to amortize over 15 years . On June 16, 2017, we acquired from Lazarus Medical Technologies, LLC the patent rights and other intellectual property related to the Repositionable Chest Tube TM and related devices. As of December 31, 2017 , we had paid $570,000 in connection with this agreement. We are also obligated to pay an additional $750,000 if certain milestones set forth in the purchase agreement are met. We are also required to pay royalties equal to 6% of net sales throughout the term of the purchase agreement. We accounted for this transaction as an asset purchase. We recorded the amount paid upon closing as a license agreement intangible asset, which we intend to amortize over 15 years . On May 23, 2017, we paid $2.5 million to acquire 182,000 shares of preferred stock of Fusion Medical, Inc. ("Fusion"), a developer of medical devices designed primarily for clot removal. The shares of preferred stock we acquired, which represent an ownership interest of approximately 19.5% , have been accounted for as an equity method investment of $2.5 million reflected within other assets in the accompanying consolidated balance sheets because we may be deemed to exercise significant influence over the operations of Fusion. On May 19, 2017, we terminated our distribution agreement with Sheen Man Co., Ltd. and Sugan Co, Ltd., ("Sugan"), a Japanese medical device distributor and entered into a business purchase agreement, distribution agreement and a supply agreement with Sugan. Pursuant to these agreements, we acquired the customer list Sugan used in the distribution of our products in Japan. The purchase price is recorded as a customer list intangible asset of approximately $1.2 million . We intend to amortize the customer list intangible asset on an accelerated basis over five years . In addition, we granted to Sugan the right to continue to distribute a limited number of our products, related to fluid administration, through December 31, 2021 and to manufacture and sell to Sugan certain contrast injector products during a term of four years, subject to extensions. On May 1, 2017, we entered into an agreement and plan of merger with Vascular Access Technologies, Inc. ("VAT"), pursuant to which we acquired the SAFECVAD™ device. We accounted for this acquisition as a business combination. The purchase price for the business was $5.0 million . We also recorded $4.9 million of contingent consideration related to royalties potentially payable to VAT pursuant to the merger agreement. The following table summarizes the preliminary purchase price allocated to the net assets acquired and liabilities assumed (in thousands): Preliminary Allocation Adjustments (1) Revised Allocation Net Assets Acquired Intangibles Developed technology $ 7,800 $ — $ 7,800 In-process technology 850 70 920 Goodwill 4,323 (42 ) 4,281 Deferred tax liabilities (3,073 ) (28 ) (3,101 ) Total net assets acquired $ 9,900 $ — $ 9,900 (1) Under U.S. 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 for the periods presented. Amounts represent adjustments to the preliminary purchase price allocation first presented in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed, with respect to finalizing our purchase price allocation for this acquisition. We are amortizing the developed technology intangible asset over 15 years . The sales and results of operations related to the acquisition have been included in our cardiovascular segment since the acquisition date and were not material. Acquisition-related costs associated with the VAT acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were not material. On January 31, 2017, we acquired Argon’s critical care division, including a manufacturing facility in Singapore, the related commercial operations in Europe and Japan, and certain inventories and intellectual property rights within the United States. We made an initial payment of approximately $10.9 million and received a subsequent reduction to the purchase price of approximately $797,000 related to a working capital adjustment according to the terms of the purchase agreement. We accounted for the acquisition as a business combination. Acquisition-related costs associated with the acquisition of the Argon critical care division during the year ended December 31, 2017 , which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $2.6 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, 2017 , our net sales of the Argon critical care products were approximately $41.2 million . It is not practical to separately report the earnings related to the Argon critical care acquisition, as we cannot split out sales costs related solely to the products we acquired from Argon, principally because our sales representatives sell multiple products (including the products we acquired from Argon) in our cardiovascular business segment. The assets and liabilities in the purchase price allocation for the Argon critical care acquisition are stated at fair value based on estimates of fair value using available information and making assumptions our management believes are reasonable. The following table summarizes the preliminary purchase price allocated to the net tangible and intangible assets acquired and liabilities assumed (in thousands), adjusted as of December 31, 2017 : Preliminary Allocation Adjustments (2) Revised Allocation Assets Acquired Cash and cash equivalents $ 1,436 $ — $ 1,436 Trade receivables 8,351 — 8,351 Inventories 12,217 (995 ) 11,222 Prepaid expenses and other assets 1,275 — 1,275 Income tax refund receivable — 165 165 Property and equipment 2,667 (348 ) 2,319 Deferred tax assets 184 18 202 Intangibles Developed technology 2,600 (400 ) 2,200 Customer lists 1,300 200 1,500 Trademarks 1,500 (600 ) 900 Total assets acquired 31,530 (1,960 ) 29,570 Liabilities Assumed Trade payables (2,306 ) (108 ) (2,414 ) Accrued expenses (5,083 ) — (5,083 ) Income taxes payable (2 ) 2 — Deferred income tax liabilities (999 ) 65 (934 ) Total liabilities assumed (8,390 ) (41 ) (8,431 ) Total net assets acquired 23,140 (2,001 ) 21,139 Gain on bargain purchase (1) (12,243 ) 1,204 (11,039 ) Total purchase price $ 10,897 $ (797 ) $ 10,100 (1) The total fair value of the net assets acquired from Argon exceeded the purchase price, resulting in a gain on bargain purchase which was recorded within other income (expense) in our consolidated statements of income, and includes a negative adjustment of $1.2 million since the bargain purchase gain was first presented in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. We believe the reason for the gain on bargain purchase was a result of the divestiture of a non-strategic, slow-growth critical care business for Argon. It is our understanding that the divestiture allows Argon to focus on its higher growth interventional portfolio. (2) Under U.S. 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 for the periods presented. Amounts represent adjustments to the preliminary purchase price allocation first presented in our March 31, 2017 Form 10-Q resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed, with respect to finalizing our purchase price allocation for this acquisition. With respect to the Argon critical care assets, we are amortizing developed technology over seven years and customer lists on an accelerated basis over five 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 five years from the acquisition date. The total weighted-average amortization period for these acquired intangible assets is 6.0 years . On January 31, 2017, we acquired substantially all the assets, including intellectual property covered by approximately 40 patents and pending applications, and assumed certain liabilities, of Catheter Connections, Inc. (“Catheter Connections”), in exchange for payment of $38.0 million . Catheter Connections, based in Salt Lake City, Utah, developed and marketed the DualCap® System, an innovative family of disinfecting products designed to protect patients from intravenous infections resulting from infusion therapy. We accounted for this acquisition as a business combination. Acquisition-related costs associated with the Catheter Connections acquisition during the year ended December 31, 2017 , which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $482,000 . 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, 2017 , our net sales of the products acquired from Catheter Connections were approximately $10.0 million . It is not practical to separately report the earnings related to the products acquired from Catheter Connections, as we cannot split out sales costs related solely to those products, principally because our sales representatives sell multiple products (including the DualCap System) in the cardiovascular business segment. The purchase price was preliminarily allocated as follows (in thousands): Preliminary Allocation Adjustments (1) Revised Allocation Assets Acquired Trade receivables $ 952 $ 6 $ 958 Inventories 2,244 (87 ) 2,157 Prepaid expenses and other assets 181 (96 ) 85 Property and equipment 1,472 — 1,472 Intangibles Developed technology 22,900 (1,800 ) 21,100 Customer lists 100 600 700 Trademarks 2,900 — 2,900 Goodwill 7,612 1,377 8,989 Total assets acquired 38,361 — 38,361 Liabilities Assumed Trade payables (338 ) — (338 ) Accrued expenses (23 ) — (23 ) Total liabilities assumed (361 ) — (361 ) Net assets acquired $ 38,000 $ — $ 38,000 (1) Under U.S. 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 for the periods presented. Amounts represent adjustments to the preliminary purchase price first presented in our Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2017, resulting from activities with respect to finalizing our purchase price allocation for this acquisition. The larger adjustments primarily relate to the valuation of the acquired intangible assets. We are amortizing the Catheter Connections developed technology asset over 12 years , the related trademarks over 10 years , and the associated customer list over eight years . We have estimated the weighted average life of the intangible Catheter Connections assets acquired to be approximately 11.7 years . 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 U.S. 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 years ended December 31, 2017 and 2016, our net sales of DFINE products were approximately $27.0 million and $13.5 million , respectively. 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 15 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 15 years from the acquisition date. The total weighted-average amortization period for these acquired intangible assets is 14.8 years . 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 10 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 9.8 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 years ended December 31, 2017 and 2016, our net sales of the products acquired from CryoLife were approximately $8.6 million and $7.1 million , respectively. 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. During 2016, we paid approximately $3.0 million for 3,000,000 preferred limited liability company units of Cagent Vascular, LLC, a medical device company ("Cagent"), which represents a current ownership interest of approximately 18.1% and has been accounted for as a 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, 2016, we had paid $2 million in connection with the agreement. During the year ended December 31, 2017, we paid an additional $500,000 . There are no additional payments due under this agreement. We accounted for the transaction as an asset purchase and are amortizing 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 10 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 . During the three months ended December 31, 2017, we paid $247,500 for 656,848 shares of Series B Preferred Stock of Xablecath. Our ownership interest in Xablecath is approximately 15.9% 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 are amortizing 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 . 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, 2017 , we have paid cash of $600,000 , 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 $200,000 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 . The following table summarizes our consolidated results of operations for the years ended December 31, 2017, 2016 and 2015, as well as unaudited pro forma consolidated results of operations as though the DFINE acquisition had occurred on January 1, 2015 and the acquisition of the Argon critical care division had occurred on January 1, 2016 (in thousands, except per common share amounts): 2017 2016 2015 As Reported Pro Forma As Reported Pro Forma As Reported Pro Forma Net sales $ 727,852 $ 730,612 $ 603,838 $ 664,366 $ 542,149 $ 575,541 Net income 27,523 17,419 20,121 23,068 23,802 3,135 Earnings per common share: Basic $ 0.56 $ 0.36 $ 0.45 $ 0.52 $ 0.54 $ 0.07 Diluted $ 0.55 $ 0.35 $ 0.45 $ 0.51 $ 0.53 $ 0.07 The unaudited pro forma information set forth above is for informational purposes only and includes adjustments related to the step-up of acquired inventories, amortization expense of acquired intangible assets, interest expense on long-term debt and changes in the timing of the recognition of the gain on bargain purchase. 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 and the acquisition of the Argon critical care division had occurred on January 1, 2016, or results that may be obtained in any future period. The proforma consolidated results of operations do not include the ITL, Laurane, Osseon, VAT, Catheter Connections, HeRO Graft or Quellent acquisitions as we do not deem the pro forma effect of these transactions to be material. The goodwill arising from the acquisitions discussed above consists largely of the synergies and economies of scale we hope to achieve from combining the acquired assets and operations with our historical operations (see Note 4). The goodwill recognized from certain acquisitions is expected to be deductible for income tax purposes. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories at December 31, 2017 and 2016 , consisted of the following (in thousands): 2017 2016 Finished goods $ 86,555 $ 63,852 Work-in-process 12,799 11,008 Raw materials 55,934 45,835 Total $ 155,288 $ 120,695 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 , are as follows (in thousands): 2017 2016 Goodwill balance at January 1 $ 211,927 $ 184,472 Effect of foreign exchange 2,641 82 Additions as the result of acquisitions 23,579 27,373 Goodwill balance at December 31 $ 238,147 $ 211,927 As of December 31, 2017 , we had recorded $8.3 million of accumulated goodwill impairment charges. All of the goodwill balance as of December 31, 2017 and 2016 , is related to our cardiovascular segment. Other intangible assets at December 31, 2017 and 2016 , consisted of the following (in thousands): 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 16,528 $ (3,737 ) $ 12,791 Distribution agreements 7,262 (4,686 ) 2,576 License agreements 23,783 (5,568 ) 18,215 Trademarks 16,224 (4,686 ) 11,538 Covenants not to compete 1,028 (968 ) 60 Customer lists 31,935 (18,482 ) 13,453 In-process technology 920 — 920 Total $ 97,680 $ (38,127 ) $ 59,553 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 Aggregate amortization expense for the years ended December 31, 2017 , 2016 and 2015 was approximately $26.8 million , $19.3 million and $14.8 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. During the fourth quarter of 2017, we compared the carrying value of the amortizing intangible assets acquired in our July 2015 acquisition of certain assets from Distal Access, LLC, all of which pertained to our cardiovascular segment, 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 Distal Access 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 Distal Access 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 Distal Access of approximately $809,000 . We did no t record any impairment charges during the years ended December 31, 2016 and 2015. Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of December 31, 2017 (in thousands): Year Ending December 31 2018 $ 30,413 2019 29,787 2020 28,373 2021 21,001 2022 19,396 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES On December 22, 2017, U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (“TCJA”) was signed into law. Significant provisions that have impacted (and will in the future impact) our effective tax rate include the reduction in the corporate tax rate from 35% to 21%, effective in 2018; a one-time deemed repatriation (“transition tax”) on earnings of certain foreign subsidiaries that were previously tax deferred; and new taxes on certain foreign sourced earnings. At December 31, 2017, we had not completed our accounting for the tax effects of the TCJA; however, in certain cases, as described below, we have made reasonable estimates of the effects on our existing deferred tax balances and impact of the one-time transition tax. In accordance with SEC Staff Accounting Bulletin 118 (“SAB 118”), income tax effects of the TCJA may be refined upon obtaining, preparing, and/or analyzing additional information during the measurement period and such changes could be material. During the measurement period, provisional amounts may also be adjusted for the effects, if any, of interpretative guidance issued after December 31, 2017, by U.S. regulatory and standard-setting bodies. For the items for which we were able to determine a reasonable estimate, we recognized the following provisional impacts. • The reduction in the U.S. corporate tax rate resulted in a net tax benefit of approximately $8.4 million related to the revaluation of our U.S. net deferred tax liability. We are still analyzing certain aspects of the TCJA and refining our calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. • The transition tax resulted in a one-time tax expense of approximately $10.6 million . We have not yet completed our calculation of the total post-1986 foreign earnings and profits (“E&P”) for our foreign subsidiaries as E&P will not be finalized until the federal income tax return is filed. The tax expense recognized represents our best estimate of the impact of the TCJA. During 2018, we will continue to refine the calculations related to both provisional amounts as we gain a more thorough understanding of the tax law and certain aspects of the TCJA are clarified by U.S. tax, regulatory, and standard-setting authorities. For tax years beginning after December 31, 2017, the TCJA introduces new provisions of U.S. taxation of certain Global Intangible Low-Tax Income (“GILTI”). Due to its complexity and a current lack of guidance as to how to calculate the tax, we are not yet able to determine a reasonable estimate for the impact of the incremental tax liability. The FASB provided guidance that companies should make an accounting policy election to either treat taxes on GILTI as period costs or use the deferred method. When additional analysis is complete and further guidance is available, we will make a policy election for how GILTI will be recorded. Our non-U.S. earnings are currently considered as indefinitely reinvested overseas. Previously, any repatriation by way of a dividend may have been subject to both U.S. federal and state income taxes, as adjusted for any non-U.S. tax credits. Such dividends should not be subject to U.S. federal tax under the TCJA. We are still analyzing how the TCJA impacts our existing accounting position to indefinitely reinvest foreign earnings, and we have yet to determine whether we plan to change our position. We will record the tax effects of any change to our existing assertion in the period that we complete our analysis and make such a change. If such earnings were to be distributed, any foreign withholding taxes could be material. For the years ended December 31, 2017 , 2016 and 2015 , income before income taxes is broken out between U.S. and foreign-sourced operations and consisted of the following (in thousands): 2017 2016 2015 Domestic $ 14,531 $ 6,174 $ 9,470 Foreign 21,350 19,212 21,730 Total $ 35,881 $ 25,386 $ 31,200 The components of the provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 Current expense (benefit): Federal $ 3,849 $ 1,933 $ (17 ) State 645 492 747 Foreign 5,168 3,802 3,218 Total current expense 9,662 6,227 3,948 Deferred expense (benefit): Federal (314 ) (144 ) 3,250 State (216 ) (195 ) 294 Foreign (774 ) (623 ) (94 ) Total deferred (benefit) expense (1,304 ) (962 ) 3,450 Total income tax expense $ 8,358 $ 5,265 $ 7,398 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, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 Computed federal income tax expense at statutory rate of 35% $ 12,559 $ 8,885 $ 10,920 State income taxes 279 193 698 Tax credits (1,377 ) (1,164 ) (1,019 ) Production activity deduction — (53 ) — Foreign tax rate differential (3,329 ) (3,717 ) (3,564 ) Uncertain tax positions (19 ) 597 536 Deferred compensation insurance assets (479 ) (307 ) 182 Transaction-related expenses 90 274 — U.S. transition tax 10,612 — — TCJA remeasurement of deferred taxes (8,383 ) — — Share-based payments (2,264 ) — — Bargain purchase gain (1,570 ) — — In-process research and development 1,486 — — Other — including the effect of graduated rates 753 557 (355 ) Total income tax expense $ 8,358 $ 5,265 $ 7,398 Deferred income tax assets and liabilities at December 31, 2017 and 2016 , consisted of the following temporary differences and carry-forward items (in thousands): 2017 2016 Deferred income tax assets: Allowance for uncollectible accounts receivable $ 467 $ 645 Accrued compensation expense 5,154 6,203 Inventory differences 2,505 1,065 Net operating loss carryforwards 15,741 27,742 Deferred revenue 58 73 Stock-based compensation expense 2,281 2,738 Federal research and development credit carryforward — 3,524 Foreign tax credits — 364 Other 8,986 6,984 Total deferred income tax assets 35,192 49,338 Deferred income tax liabilities: Prepaid expenses (930 ) (782 ) Property and equipment (20,352 ) (25,108 ) Intangible assets (28,588 ) (35,773 ) Other (1,830 ) (1,480 ) Total deferred income tax liabilities (51,700 ) (63,143 ) Valuation allowance (4,422 ) (3,786 ) Net deferred income tax assets (liabilities) $ (20,930 ) $ (17,591 ) Reported as: Deferred income tax assets - Current $ — $ 8,219 Deferred income tax assets - Long-term 2,359 171 Deferred income tax liabilities - Long-term (23,289 ) (25,981 ) Net deferred income tax liabilities $ (20,930 ) $ (17,591 ) 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 $636,000 , $1.8 million , and $378,000 during the years ended December 31, 2017 , 2016 and 2015 , respectively. As of December 31, 2017 and 2016 , we had U.S federal net operating loss carryforwards of approximately $67.9 million and $76.4 million , respectively, which were generated by Vascular Access Technologies, Inc., DFINE, Inc., and Biosphere Medical, Inc. prior to our acquisition of these companies. Vascular Access Technologies, Inc. was acquired on May 1, 2017. 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 18 years. We utilized a total of approximately $9.1 million and $6.2 million in U.S. federal net operating loss carryforwards during the years ended December 31, 2017 and 2016 , respectively. As of December 31, 2017 , we had approximately $5.4 million of non-U.S. net operating loss carryforwards, of which approximately $4.9 million have no expiration date and approximately $526,000 expire at various dates through 2027. As of December 31, 2016 , we had $3.0 million of non-U.S. net operating loss carryforwards, which have no expiration date. Non-U.S. net operating loss carryforwards utilized during the years ended December 31, 2017 and 2016 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 2014. In foreign jurisdictions, we are no longer subject to income tax examinations for years before 2011. 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, 2017 , including interest and penalties, was approximately $3.1 million , of which approximately $2.7 million would favorably impact our effective tax rate if recognized. The total liability for uncertain tax benefits, as presented on our consolidated balance sheets, has been reduced by approximately $307,000 related to certain liabilities for unrecognized tax benefits, which, if realized, would reduce the transition tax under the TCJA by approximately $307,000 . 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. As of December 31, 2017 and 2016 , we had accrued approximately $304,000 and $216,000 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, 2017 , 2016 and 2015 we added interest and penalties of approximately $88,000 , $30,000 and $6,000 , 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 change, 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, 2017 , 2016 and 2015 , consisted of the following (in thousands): Tabular Roll-forward 2017 2016 2015 Unrecognized tax benefits, opening balance $ 2,549 $ 1,982 $ 1,736 Gross increases in tax positions taken in a prior year 80 77 187 Gross increases in tax positions taken in the current year 403 856 763 Lapse of applicable statute of limitations (283 ) (366 ) (704 ) Unrecognized tax benefits, ending balance $ 2,749 $ 2,549 $ 1,982 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, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | ACCRUED EXPENSES Accrued expenses at December 31, 2017 and 2016 , consisted of the following (in thousands): 2017 2016 Payroll and related liabilities $ 30,225 $ 24,429 Advances from employees 796 572 Other accrued expenses 27,911 20,518 Total $ 58,932 $ 45,519 |
Revolving Credit Facility and L
Revolving Credit Facility and Long-Term Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility and Long-Term Debt | REVOLVING CREDIT FACILITY AND LONG-TERM DEBT Principal balances outstanding under our long-term debt obligations as of December 31, 2017 and 2016 , consisted of the following (in thousands): 2017 2016 2016 Term loan $ 85,000 $ 145,000 2016 Revolving credit loans 187,000 180,000 2017 Debt facility 6,959 — Less unamortized debt issuance costs (487 ) (627 ) Total long-term debt 278,472 324,373 Less current portion 19,459 10,000 Long-term portion $ 259,013 $ 314,373 2017 Debt Facility On February 23, 2017, we entered into a loan agreement with HSBC Bank USA, National Association ("HSBC Bank") whereby HSBC Bank agreed to provide us with a loan in the amount of approximately $7.0 million . The loan matures on February 1, 2018, with an extension available at our option, subject to certain conditions. The loan agreement bears interest at the three-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.0% , which resets quarterly. The loan is secured by assets equal to the currently outstanding loan balance. The loan contains covenants, representations and warranties and other terms customary for loans of this nature. As of December 31, 2017 , our interest rate on the loan was a variable rate of 2.38% . 2016 Term Loan and Revolving Credit Loans On July 6, 2016, we entered into a Second Amended and Restated Credit Agreement (as amended to date, 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 our previously outstanding Amended and Restated Credit Agreement and all amendments thereto. The Second Amended Credit Agreement was amended on September 28, 2016 to allow for a new revolving credit loan to our wholly-owned subsidiary, on March 20, 2017 to allow flexibility in how we apply net proceeds received from equity issuances to prepay outstanding indebtedness, and on December 13, 2017 to increase the revolving credit commitment by $100 million up to $375 million . The Second Amended Credit Agreement provides for a term loan of $150 million and a revolving credit commitment up to an aggregate amount of $375 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. 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) 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, 2017 , we believe we were in compliance with all covenants set forth in the Second Amended Credit Agreement. Future Payments Future minimum principal payments on our long-term debt as of December 31, 2017 , are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments 2018 $ 19,459 2019 15,000 2020 17,500 2021 227,000 Total future minimum principal payments $ 278,959 As of December 31, 2017 , we had outstanding borrowings of approximately $272.0 million under the Second Amended Credit Agreement, with available borrowings of approximately $188.0 million , based on the leverage ratio required pursuant to the Second Amended Credit Agreement. Our interest rate as of December 31, 2017 was a fixed rate of 2.68% on $175.0 million as a result an interest rate swap (see Note 8) and a variable floating rate of 2.82% on $97.0 million . Our interest rate as of December 31, 2016 was a fixed rate of 2.98% on $130.0 million and 3.12% on $45.0 million as a result of an interest rate swaps, and a variable floating rate of 2.77% on approximately $150.0 million . |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2017 | |
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 interest rate swap expired on December 19, 2017. The variable portion of the interest rate swap was 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 was settled with the counterparty, and interest was paid, on a monthly basis. The notional amount of the interest rate swap was reduced quarterly by 50% of the minimum principal payment due under the terms of our Second Amended Credit Agreement. 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 increased 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 , which was reached upon expiration of the other swap on December 19, 2017. The interest rate swap is scheduled to expire on July 6, 2021. At December 31, 2017 and 2016 , our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swap at December 31, 2017 was an asset of approximately $5.7 million , which was partially offset by approximately $1.5 million in deferred taxes. The fair value of our interest rate swaps at December 31, 2016 was an asset of approximately $5.0 million , which was offset by approximately $1.9 million 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 Renminbi, Mexican Pesos, Brazilian Reals, Australian Dollars, Hong Kong Dollars, Swiss Francs, Swedish Krona, Canadian Dollars, Danish Krone, Japanese Yen, Korea Won, and Singapore Dollars. 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 ineffective 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, 2017, 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 Canadian Dollar CAD 2,310 Swiss Franc CHF 1,375 Chinese Renminbi CNY 45,000 Danish Krone DKK 14,470 Euro EUR 9,165 British Pound GBP 3,625 Mexican Peso MXN 95,075 Swedish Krona SEK 16,330 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, 2017 , 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 Australian Dollar AUD 5,600 Brazilian Real BRL 8,500 Canadian Dollar CAD 2,076 Swiss Franc CHF 242 Chinese Renminbi CNY 22,990 Danish Krone DKK 1,881 Euro EUR 23,333 British Pound GBP 1,868 Hong Kong Dollar HKD 11,000 Japanese Yen JPY 178,500 Korean Won KRW 1,800,000 Mexican Peso MXN 17,540 Swedish Krona SEK 4,775 Singapore Dollar SGD 5,023 Balance Sheet Presentation of Derivatives. As of December 31, 2017 and 2016, 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): Fair Value Balance Sheet Location December 31, 2017 December 31, 2016 Derivatives designated as hedging instruments Assets Interest rates swaps Other assets (long-term) $ 5,749 $ 4,991 Foreign currency forward contracts Prepaid expenses and other assets 363 116 Foreign currency forward contracts Other assets (long-term) 35 18 Liabilities Foreign currency forward contracts Accrued expenses (468 ) (275 ) Foreign currency forward contracts Other long-term obligations (82 ) (18 ) Derivatives not designated as hedging instruments Assets Foreign currency forward contracts Prepaid expenses and other assets $ 223 $ 220 Liabilities Foreign currency forward contracts Accrued expenses (841 ) (171 ) 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, 2017 2016 2015 2017 2016 2015 Derivative instrument Location in statements of income Interest rate swaps $853 $ 4,989 $ (571 ) Interest Expense $95 (718 ) (1,103 ) Foreign currency forward contracts 491 (205 ) — Revenue (277 ) 21 — Cost of goods sold 625 (26 ) — The net amount recognized in earnings during the years ended December 31, 2017, 2016 and 2015 due to ineffectiveness and amounts excluded from the assessment of hedge effectiveness were not significant. As of December 31, 2017, approximately $44,000 , or $33,000 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, 2017, approximately $ 1.1 million , or $840,000 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, 2017 2016 2015 Derivative Instrument Location in statements of income Foreign currency forward contracts Other expense $ (4,746 ) $ 69 $ (302 ) See Note 15 for more information about our derivatives. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 and 2015 , approximated $13.6 million , $11.4 million and $10.7 million , respectively. The future minimum lease payments for operating leases as of December 31, 2017 , consisted of the following (in thousands): Years Ending Operating December 31 Leases 2018 $ 12,293 2019 11,237 2020 9,307 2021 7,527 2022 6,468 Thereafter 57,211 Total minimum lease payments $ 104,043 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 . We did not enter into any new sale and leaseback transactions during the years ended December 31, 2017 and 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, 2017 , 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, 2017 and 2016 , was approximately $2.4 million and $2.5 million , respectively. During the years ended December 31, 2017 , 2016 and 2015 , approximately $147,000 , $170,000 and $171,000 , 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, 2017 , the total amount of grants that could be subject to refund was approximately $3.0 million , and the remaining grant liability period was one year. 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. Royalties . As of December 31, 2017, we had entered into several agreements to license or acquire rights to certain intellectual property which require us to make royalty payments during the term of the agreements generally based on a percentage of sales. Total royalty expense during the years ended December 31, 2017 , 2016 and 2015 , approximated $4.4 million , $3.2 million and $2.7 million , respectively. See Note 2 for discussion of future royalty commitments related to acquisitions. 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 2018. 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, 2017 | |
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, 2017: Basic EPS $ 27,523 48,805 $ 0.56 Effect of dilutive stock options and warrants 1,296 Diluted EPS $ 27,523 50,101 $ 0.55 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 For the years ended December 31, 2017 , 2016 and 2015 , approximately 381,000 , 727,000 and 423,000 , 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, S
Employee Stock Purchase Plan, Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , a total of 492,292 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, 2017 , the total number of shares of Common Stock that remained available to be issued under our non-qualified plan was 126,863 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, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 Cost of goods sold $ 632 $ 472 $ 398 Research and development 376 184 122 Selling, general, and administrative 3,067 1,850 1,723 Stock-based compensation expense before taxes $ 4,075 $ 2,506 $ 2,243 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, 2017 , the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $15.1 million and is expected to be recognized over a weighted average period of 3.46 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: 2017 2016 2015 Risk-free interest rate 1.77% - 1.83% 1.15% - 1.40% 1.53% - 1.66% Expected option life 5.0 years 5.0 years 5.0 years Expected dividend yield —% —% —% Expected price volatility 33.81% - 34.07% 34.28% - 37.06% 33.72% - 35.11% 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, 2017 , 2016 and 2015 , approximately 1.3 million , 880,000 and 618,000 stock-based compensation grants were made, respectively, for a total fair value of approximately $12.4 million , $5.2 million and $3.7 million , net of estimated forfeitures, respectively. The table below presents information related to stock option activity for the years ended December 31, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Total intrinsic value of stock options exercised $ 9,264 $ 3,648 $ 7,548 Cash received from stock option exercises 5,552 4,577 6,227 Excess tax benefit from the exercise of stock options 2,264 669 2,124 Changes in stock options for the year ended December 31, 2017 , 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 2,817 $ 15.32 Granted 1,297 29.31 Exercised (404 ) 14.02 Forfeited/expired (87 ) 18.79 Outstanding at December 31 3,623 20.40 4.57 years $ 82,615 Exercisable 1,110 14.35 2.55 years 32,019 Ending vested and expected to vest 3,484 20.23 4.52 years 80,052 The weighted average grant-date fair value of options granted during the years ended December 31, 2017 , 2016 and 2015 was $9.57 , $5.94 and $5.98 , respectively. The following table summarizes information about stock options outstanding at December 31, 2017 (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 - $13.75 925 2.17 years $ 12.65 713 $ 12.84 $13.77 - $17.27 991 4.38 years $ 16.18 294 $ 15.96 $18.80 - $22.00 425 5.00 years $ 20.14 103 $ 20.18 $28.20 - $38.35 1,282 6.30 years $ 29.33 0 $ — $9.95 - $38.35 3,623 1,110 |
Segment Reporting and Foreign O
Segment Reporting and Foreign Operations | 12 Months Ended |
Dec. 31, 2017 | |
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"), critical care 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, 2017 , 2016 and 2015 (in thousands): % Change 2017 % Change 2016* % Change 2015 Cardiovascular Stand-alone devices 44% $ 275,431 23% $ 191,148 8% $ 155,414 Custom kits and procedure trays 6% 126,114 2% 119,226 5% 116,368 Inflation devices 8% 79,875 1% 73,916 1% 73,373 Catheters 13% 127,747 17% 113,367 11% 96,833 Embolization devices 8% 49,532 2% 46,035 3% 45,025 CRM/EP 15% 41,914 8% 36,459 3% 33,902 Total 21% 700,613 11% 580,151 6% 520,915 Endoscopy Endoscopy devices 15% 27,239 12% 23,687 18% 21,234 Total 21% $ 727,852 11% $ 603,838 6% $ 542,149 * Certain product categories for 2016 have been adjusted from prior disclosure to reflect changes in product classifications to be consistent with updates in the management of our product portfolios in 2017. During the years ended December 31, 2017 , 2016 and 2015 , we had international sales of approximately $307.1 million , $233.5 million and $214.0 million , respectively, or approximately 42% , 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 $73.4 million , $59.9 million , and $50.7 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. International sales are attributed based on location of the customer receiving the product. Our long-lived assets by geographic area at December 31, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 United States $ 202,504 $ 194,715 $ 186,389 Ireland 45,671 47,337 48,896 Other foreign countries 44,645 34,521 32,493 Total $ 292,820 $ 276,573 $ 267,778 Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the years ended December 31, 2017 , 2016 and 2015 , are as follows (in thousands): 2017 2016 2015 Net Sales (1) Cardiovascular $ 700,613 $ 580,151 $ 520,915 Endoscopy 27,239 23,687 21,234 Total net sales 727,852 603,838 542,149 Operating expenses Cardiovascular 281,095 218,659 187,492 Endoscopy 12,089 11,490 10,746 Total operating expenses 293,184 230,149 198,238 Operating income (loss) (1) Cardiovascular 24,819 30,053 34,052 Endoscopy 8,250 4,823 3,491 Total operating income 33,069 34,876 37,543 Total other expense - net 2,812 (9,490 ) (6,343 ) Income tax expense 8,358 5,265 7,398 Net income $ 27,523 $ 20,121 $ 23,802 (1) Sales and operating income have been adjusted from prior disclosure to reflect changes in product classifications between our operating segments, which were made to be consistent with updates in the management of our product portfolios in 2017. Total assets by business segment at December 31, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 Cardiovascular $ 1,103,806 $ 932,927 $ 767,952 Endoscopy 8,005 9,876 10,776 Total $ 1,111,811 $ 942,803 $ 778,728 Total depreciation and amortization by business segment for the years ended December 31, 2017 , 2016 , and 2015 consisted of the following (in thousands): 2017 2016 2015 Cardiovascular $ 52,700 $ 42,806 $ 36,474 Endoscopy 882 949 951 Total $ 53,582 $ 43,755 $ 37,425 Total capital expenditures for property and equipment by business segment for the years ended December 31, 2017 , 2016 and 2015 consisted of the following (in thousands): 2017 2016 2015 Cardiovascular $ 38,437 $ 32,613 $ 50,927 Endoscopy 186 224 32 Total $ 38,623 $ 32,837 $ 50,959 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 and 2015 , totaled approximately $2.4 million , $2.3 million and $2.0 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, 2017 , 2016 and 2015 , totaled approximately $2.3 million , $1.1 million and $893,000 , respectively. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | QUARTERLY RESULTS OF OPERATIONS (UNAUDITED) Quarterly data for the years ended December 31, 2017 and 2016 consisted of the following (in thousands, except per share amounts): Quarter Ended March 31 June 30 September 30 December 31 2017 Net sales $ 171,069 $ 186,549 $ 179,337 $ 190,897 Gross profit 75,942 84,141 80,514 85,656 Income from operations 5,609 13,362 879 13,219 Income tax expense 690 1,830 1,364 4,474 Net income (loss) 14,803 9,483 (3,569 ) 6,806 Basic earnings per common share 0.33 0.19 (0.07 ) 0.14 Diluted earnings per common share 0.32 0.19 (0.07 ) 0.13 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 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, 2017 | |
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, 2017 and 2016 , 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, 2017 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 5,749 $ — $ 5,749 $ — Foreign currency contract assets, current and long-term (2) $ 621 $ — $ 621 $ — Foreign currency contract liabilities, current and long-term (3) $ (1,391 ) $ — $ (1,391 ) $ — 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 ) $ — (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, 2017 and 2016 , consisted of the following (in thousands): 2017 2016 Beginning balance $ 683 $ 1,024 Contingent consideration liability recorded as the result of acquisitions (see Note 2) 10,400 — Fair value adjustments recorded to income during the period (66 ) (123 ) Contingent payments made (61 ) (218 ) Ending balance $ 10,956 $ 683 As of December 31, 2017 , approximately $10.7 million was included in other long-term obligations and approximately $289,000 was included in accrued expenses in our consolidated balance sheet. As of December 31, 2016 , approximately $595,000 was included in other long-term obligations and $88,000 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 year ended December 31, 2016, we sold a cost method investment for cash and for the right to receive additional payments based on various contingent milestones. We determined the fair value of the contingent payments using Level 3 inputs defined under authoritative guidance for fair value measurements, and we recorded a contingent receivable asset, which as of December 31, 2017 and 2016 had a value of approximately $760,000 and $528,000 , respectively. 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, 2017 , we recorded a gain on the contingent receivable of approximately $232,000 . During the year ended December 31, 2016, we recorded a loss on the contingent receivable of approximately $184,000 . As of December 31, 2017 , approximately $319,000 was included in other long-term assets and approximately $441,000 was included in other receivables as a current asset in our consolidated balance sheet. During the year ended 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, 2017 and 2016 (amounts in thousands): Contingent consideration asset or liability Fair value at December 31, 2017 Valuation technique Unobservable inputs Range Revenue-based payments $ 10,956 Discounted cash flow Discount rate 9.9% - 15% contingent liability Probability of milestone payment 100% Projected year of payments 2018-2037 Contingent receivable $ 760 Discounted cash flow Discount rate 10% asset Probability of milestone payment 75% Projected year of payments 2018-2019 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 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, 2017 , 2016 and 2015 , we had losses of approximately $988,000 , $101,000 , and $141,000 , respectively, related to the measurement of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition (see Note 4). 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. |
Issuance of Common Stock
Issuance of Common Stock | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Issuance of Common Stock | ISSUANCE OF COMMON STOCK On March 28, 2017, we closed a public offering of 5,175,000 shares of common stock and received proceeds of approximately $136.6 million , which is net of approximately $8.8 million in underwriting discounts and commissions and approximately $816,000 in other direct cost incurred and paid by us in connection with this equity offering. The net proceeds from the offering were used primarily to repay outstanding indebtedness under our Second Amended Credit Agreement (including our term loan and revolving credit loans). |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | SUBSEQUENT EVENTS We evaluate events occurring after the date of our accompanying consolidated balance sheets for potential recognition or disclosure in our financial statements. We did not identify any material subsequent events requiring adjustment to our accompanying consolidated financial statements (recognized subsequent events). We have also evaluated whether any subsequent events have occurred after the date of our accompanying consolidated balance sheets to the time of filing of this report that would require disclosure in the consolidated financial statements. We note the following event below. On February 14, 2018, we completed the acquisition of two product lines from BD. Pursuant to the terms of the BD Agreement, we paid BD the purchase consideration of approximately $100.1 million in cash. The purchased assets constitute the soft tissue core needle biopsy products under the trade names of Achieve™ Programmable Automatic Biopsy System, Temno™ Biopsy System, and Tru-Cut™ Biopsy Needles previously sold by BD as well as the Aspira® Pleural Effusion Drainage Kits and the Aspira® Peritoneal Drainage System previously sold by C.R. Bard, Inc. We are currently evaluating the accounting treatment of this purchase, as well as performing the valuation of assets acquired and the related purchase price allocation. |
Schedule II - Valuation and qua
Schedule II - Valuation and qualifying accounts | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 and 2015 (In thousands) Description Balance at Additions Charged to Deduction (b) Balance at ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS: 2015 (893 ) (607 ) 203 (1,297 ) 2016 (1,297 ) (612 ) 322 (1,587 ) 2017 (1,587 ) (1,012 ) 830 (1,769 ) (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. Years Ended December 31, 2017 , 2016 and 2015 (In thousands) Description Balance at Additions Charged to Deduction Balance at TAX VALUATION ALLOWANCE: 2015 (1,603 ) (378 ) — (1,981 ) 2016 (1,981 ) (1,805 ) — (3,786 ) 2017 (3,786 ) (636 ) — (4,422 ) (c) 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, 2017 | |
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 ("U.S. GAAP") 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. |
Reclassifications | Reclassifications . Certain prior period amounts were reclassified to conform to the current period presentation. The consolidated balance sheet previously presented employee receivables and advances from employees which are now presented as components of other receivables and accrued expenses, respectively. The reclassifications provide a more concise financial statement presentation and additional information is disclosed in the notes if material. |
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 . Trade accounts receivable are recorded at the net invoice value and are not interest bearing. An allowance for uncollectible accounts receivable is recorded 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 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 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. Finite-lived intangible assets including developed technology, customer lists, distribution agreements, license agreements, trademarks, covenants not to compete and patents are subject to amortization. Intangible assets are amortized over their estimated useful life on a straight-line basis, except for customer lists, which are generally amortized on an accelerated basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. We evaluate the recoverability of our finite-lived intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists. In-process technology intangible assets, which are not subject to amortization until projects reach commercialization, are assessed for impairment at least annually and more frequently if events occur that would indicate a potential reduction in the fair value of the assets below their carrying value. An impairment charge would be recognized to the extent the carrying amount of the in-process technology exceeded its fair value. |
Long-Lived Assets | Long-Lived Assets . We periodically review the carrying amount of our depreciable 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 issuance costs on revolving debt, investments in privately-held companies accounted for at cost, a long-term income tax refund receivable, deposits related to various leases, and the long-term assets related to derivatives. |
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, 2017 , 2016 and 2015 . 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, 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 . |
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 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. |
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 interest rate swap expired on December 19, 2017. The variable portion of the interest rate swap was 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 was settled with the counterparty, and interest was paid, on a monthly basis. The notional amount of the interest rate swap was reduced quarterly by 50% of the minimum principal payment due under the terms of our Second Amended Credit Agreement. 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 increased 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 , which was reached upon expiration of the other swap on December 19, 2017. The interest rate swap is scheduled to expire on July 6, 2021. At December 31, 2017 and 2016 , our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swap at December 31, 2017 was an asset of approximately $5.7 million , which was partially offset by approximately $1.5 million in deferred taxes. The fair value of our interest rate swaps at December 31, 2016 was an asset of approximately $5.0 million , which was offset by approximately $1.9 million 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 Renminbi, Mexican Pesos, Brazilian Reals, Australian Dollars, Hong Kong Dollars, Swiss Francs, Swedish Krona, Canadian Dollars, Danish Krone, Japanese Yen, Korea Won, and Singapore Dollars. 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 ineffective 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. |
New Financial Accounting Standards | New Financial Accounting Standards . Recently Adopted In January 2017, the Financial Accounting Standards Board (the “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. We adopted ASU 2017-04 effective January 1, 2017 on a prospective basis, and it did not have a material impact on our consolidated financial statements for the year ended December 31, 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 assist entities 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 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. We adopted ASU 2017-01 effective January 1, 2017 on a prospective basis. The implementation of ASU 2017-01 did not have a material impact on our consolidated financial statements for the year ended December 31, 2017. 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 previous requirement to make an estimate upon the grant of the awards. We adopted ASU 2016-09 effective January 1, 2017 on a prospective basis and, as such, no prior periods were adjusted. In accordance with the new standard and prospectively since the date we adopted ASU 2016-09, excess tax benefits from stock-based compensation are reported as an income tax benefit in our consolidated statements of income (see Note 5). In November 2015, the FASB issued ASU No. 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes , which requires all deferred tax assets and deferred tax liabilities to be presented as noncurrent within a classified balance sheet. We adopted ASU 2015-17 effective January 1, 2017 on a prospective basis and did not reclassify presentation of prior year balances. The adoption of this standard did not have a material impact on our consolidated financial statements for the year ended December 31, 2017. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory , which 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. The implementation of ASU 2015-11 did not have a material impact on our consolidated financial statements for the year ended December 31, 2017. Not Yet Adopted In February 2018, the FASB issued ASU 2018-02, Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted in December 2017. ASU 2018-02 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We do not believe that the adoption of ASU 2018-02 will have a material impact on our consolidated financial statements. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities , which expands and refines hedge accounting for both financial and non-financial risk components, aligns the recognition and presentation of the effects of hedging instruments and hedge items in the financial statements, and includes certain targeted improvements to ease the application of current guidance related to the assessment of hedge effectiveness. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the anticipated impact of adopting ASU 2017-12 on our consolidated financial statements. 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 became effective for us as of January 1, 2018. We do not believe that the adoption of ASU 2016-16 will have a material impact 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 became effective for us on January 1, 2018. We do not believe that the adoption of ASU 2016-15 will have a material impact on our consolidated 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 of ASU 2016-02 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 became effective for us on January 1, 2018. 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 believe the application of ASU 2016-01 will have a material impact on our financial statements. In May 2014, the FASB issued ASU No. 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 became 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 adopted this standard using the modified retrospective approach on January 1, 2018. In preparation for adoption of the standard, we have implemented internal controls and completed our impact assessment 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. We do not expect reported revenue to be affected materially in any period due to the adoption of ASC Topic 606 because: (1) we expect to identify similar performance obligations under ASC Topic 606 as compared with deliverables and separate units of account previously identified; (2) we have determined the transaction price to be consistent; and (3) we record revenue at the same point in time, upon shipment or delivery under both ASC Topic 605 and ASC Topic 606, as applicable under the terms of the contract with the customer. Additionally, we do not expect the accounting for fulfillment costs or costs incurred to obtain a contract to be affected materially in any period due to the adoption of Topic 606. There are also certain considerations related to accounting policies, business processes and internal control over financial reporting that are associated with implementing Topic 606. We have evaluated our policies, processes, and control framework for revenue recognition, and identified and implemented the changes needed in response to the new guidance. Lastly, disclosure requirements under the new guidance in Topic 606 have been significantly expanded in comparison to the disclosure requirements under the current guidance, including disclosures related to disaggregation of revenue into appropriate categories, performance obligations, the judgments made in revenue recognition determinations, adjustments to revenue which relate to activities from previous quarters or years, any significant reversals of revenue, and costs to obtain or fulfill contracts. We have designed and implemented the appropriate controls over gathering and reporting the information as required under Topic 606, in order to support the expanded disclosure requirements. All other issued and not yet effective accounting standards are not relevant to our financial statements. |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Intangible Assets | |
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, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price was preliminarily allocated as follows (in thousands): Preliminary Allocation Adjustments (1) Revised Allocation Assets Acquired Trade receivables $ 952 $ 6 $ 958 Inventories 2,244 (87 ) 2,157 Prepaid expenses and other assets 181 (96 ) 85 Property and equipment 1,472 — 1,472 Intangibles Developed technology 22,900 (1,800 ) 21,100 Customer lists 100 600 700 Trademarks 2,900 — 2,900 Goodwill 7,612 1,377 8,989 Total assets acquired 38,361 — 38,361 Liabilities Assumed Trade payables (338 ) — (338 ) Accrued expenses (23 ) — (23 ) Total liabilities assumed (361 ) — (361 ) Net assets acquired $ 38,000 $ — $ 38,000 (1) Under U.S. 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 for the periods presented. Amounts represent adjustments to the preliminary purchase price first presented in our Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2017, resulting from activities with respect to finalizing our purchase price allocation for this acquisition. The larger adjustments primarily relate to the valuation of the acquired intangible assets. 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 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 following table summarizes the aggregate purchase price (including contingent royalty payment liabilities) allocated to the assets acquired from Laurane (in thousands): Net Assets Acquired Inventories $ 594 Intangibles Developed technology 14,920 Customer list 120 Goodwill 6,366 Total net assets acquired $ 22,000 The following table summarizes the aggregate purchase price allocated to the assets acquired from ITL (in thousands): Assets Acquired Trade receivables $ 1,287 Other receivables 56 Inventories 1,808 Prepaid expenses and other assets 65 Property and equipment 1,053 Intangibles Customer lists 5,940 Goodwill 3,740 Total assets acquired 13,949 Liabilities Assumed Trade payables (216 ) Accrued expenses (542 ) Deferred tax liabilities (1,901 ) Total liabilities assumed (2,659 ) Total net assets acquired $ 11,290 The following table summarizes the preliminary purchase price allocated to the net tangible and intangible assets acquired and liabilities assumed (in thousands), adjusted as of December 31, 2017 : Preliminary Allocation Adjustments (2) Revised Allocation Assets Acquired Cash and cash equivalents $ 1,436 $ — $ 1,436 Trade receivables 8,351 — 8,351 Inventories 12,217 (995 ) 11,222 Prepaid expenses and other assets 1,275 — 1,275 Income tax refund receivable — 165 165 Property and equipment 2,667 (348 ) 2,319 Deferred tax assets 184 18 202 Intangibles Developed technology 2,600 (400 ) 2,200 Customer lists 1,300 200 1,500 Trademarks 1,500 (600 ) 900 Total assets acquired 31,530 (1,960 ) 29,570 Liabilities Assumed Trade payables (2,306 ) (108 ) (2,414 ) Accrued expenses (5,083 ) — (5,083 ) Income taxes payable (2 ) 2 — Deferred income tax liabilities (999 ) 65 (934 ) Total liabilities assumed (8,390 ) (41 ) (8,431 ) Total net assets acquired 23,140 (2,001 ) 21,139 Gain on bargain purchase (1) (12,243 ) 1,204 (11,039 ) Total purchase price $ 10,897 $ (797 ) $ 10,100 (1) The total fair value of the net assets acquired from Argon exceeded the purchase price, resulting in a gain on bargain purchase which was recorded within other income (expense) in our consolidated statements of income, and includes a negative adjustment of $1.2 million since the bargain purchase gain was first presented in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2017. We believe the reason for the gain on bargain purchase was a result of the divestiture of a non-strategic, slow-growth critical care business for Argon. It is our understanding that the divestiture allows Argon to focus on its higher growth interventional portfolio. (2) Under U.S. 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 for the periods presented. Amounts represent adjustments to the preliminary purchase price allocation first presented in our March 31, 2017 Form 10-Q resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed, with respect to finalizing our purchase price allocation for this acquisition. The following table summarizes the preliminary purchase price allocated to the net assets acquired (in thousands): Net Assets Acquired Inventories $ 979 Property and equipment 58 Intangibles Developed technology 5,400 Customer list 200 Goodwill 203 Total net assets acquired $ 6,840 The following table summarizes the preliminary purchase price allocated to the net assets acquired and liabilities assumed (in thousands): Preliminary Allocation Adjustments (1) Revised Allocation Net Assets Acquired Intangibles Developed technology $ 7,800 $ — $ 7,800 In-process technology 850 70 920 Goodwill 4,323 (42 ) 4,281 Deferred tax liabilities (3,073 ) (28 ) (3,101 ) Total net assets acquired $ 9,900 $ — $ 9,900 (1) Under U.S. 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 for the periods presented. Amounts represent adjustments to the preliminary purchase price allocation first presented in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 resulting from our ongoing activities, including reassessment of the assets acquired and liabilities assumed, with respect to finalizing our purchase price allocation for this acquisition. |
Business Acquisition, Pro Forma Information | The following table summarizes our consolidated results of operations for the years ended December 31, 2017, 2016 and 2015, as well as unaudited pro forma consolidated results of operations as though the DFINE acquisition had occurred on January 1, 2015 and the acquisition of the Argon critical care division had occurred on January 1, 2016 (in thousands, except per common share amounts): 2017 2016 2015 As Reported Pro Forma As Reported Pro Forma As Reported Pro Forma Net sales $ 727,852 $ 730,612 $ 603,838 $ 664,366 $ 542,149 $ 575,541 Net income 27,523 17,419 20,121 23,068 23,802 3,135 Earnings per common share: Basic $ 0.56 $ 0.36 $ 0.45 $ 0.52 $ 0.54 $ 0.07 Diluted $ 0.55 $ 0.35 $ 0.45 $ 0.51 $ 0.53 $ 0.07 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at December 31, 2017 and 2016 , consisted of the following (in thousands): 2017 2016 Finished goods $ 86,555 $ 63,852 Work-in-process 12,799 11,008 Raw materials 55,934 45,835 Total $ 155,288 $ 120,695 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 , are as follows (in thousands): 2017 2016 Goodwill balance at January 1 $ 211,927 $ 184,472 Effect of foreign exchange 2,641 82 Additions as the result of acquisitions 23,579 27,373 Goodwill balance at December 31 $ 238,147 $ 211,927 |
Other intangible assets | Other intangible assets at December 31, 2017 and 2016 , consisted of the following (in thousands): 2017 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 16,528 $ (3,737 ) $ 12,791 Distribution agreements 7,262 (4,686 ) 2,576 License agreements 23,783 (5,568 ) 18,215 Trademarks 16,224 (4,686 ) 11,538 Covenants not to compete 1,028 (968 ) 60 Customer lists 31,935 (18,482 ) 13,453 In-process technology 920 — 920 Total $ 97,680 $ (38,127 ) $ 59,553 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 |
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, 2017 (in thousands): Year Ending December 31 2018 $ 30,413 2019 29,787 2020 28,373 2021 21,001 2022 19,396 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2017 , 2016 and 2015 , income before income taxes is broken out between U.S. and foreign-sourced operations and consisted of the following (in thousands): 2017 2016 2015 Domestic $ 14,531 $ 6,174 $ 9,470 Foreign 21,350 19,212 21,730 Total $ 35,881 $ 25,386 $ 31,200 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 Current expense (benefit): Federal $ 3,849 $ 1,933 $ (17 ) State 645 492 747 Foreign 5,168 3,802 3,218 Total current expense 9,662 6,227 3,948 Deferred expense (benefit): Federal (314 ) (144 ) 3,250 State (216 ) (195 ) 294 Foreign (774 ) (623 ) (94 ) Total deferred (benefit) expense (1,304 ) (962 ) 3,450 Total income tax expense $ 8,358 $ 5,265 $ 7,398 |
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, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 Computed federal income tax expense at statutory rate of 35% $ 12,559 $ 8,885 $ 10,920 State income taxes 279 193 698 Tax credits (1,377 ) (1,164 ) (1,019 ) Production activity deduction — (53 ) — Foreign tax rate differential (3,329 ) (3,717 ) (3,564 ) Uncertain tax positions (19 ) 597 536 Deferred compensation insurance assets (479 ) (307 ) 182 Transaction-related expenses 90 274 — U.S. transition tax 10,612 — — TCJA remeasurement of deferred taxes (8,383 ) — — Share-based payments (2,264 ) — — Bargain purchase gain (1,570 ) — — In-process research and development 1,486 — — Other — including the effect of graduated rates 753 557 (355 ) Total income tax expense $ 8,358 $ 5,265 $ 7,398 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities at December 31, 2017 and 2016 , consisted of the following temporary differences and carry-forward items (in thousands): 2017 2016 Deferred income tax assets: Allowance for uncollectible accounts receivable $ 467 $ 645 Accrued compensation expense 5,154 6,203 Inventory differences 2,505 1,065 Net operating loss carryforwards 15,741 27,742 Deferred revenue 58 73 Stock-based compensation expense 2,281 2,738 Federal research and development credit carryforward — 3,524 Foreign tax credits — 364 Other 8,986 6,984 Total deferred income tax assets 35,192 49,338 Deferred income tax liabilities: Prepaid expenses (930 ) (782 ) Property and equipment (20,352 ) (25,108 ) Intangible assets (28,588 ) (35,773 ) Other (1,830 ) (1,480 ) Total deferred income tax liabilities (51,700 ) (63,143 ) Valuation allowance (4,422 ) (3,786 ) Net deferred income tax assets (liabilities) $ (20,930 ) $ (17,591 ) Reported as: Deferred income tax assets - Current $ — $ 8,219 Deferred income tax assets - Long-term 2,359 171 Deferred income tax liabilities - Long-term (23,289 ) (25,981 ) Net deferred income tax liabilities $ (20,930 ) $ (17,591 ) |
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, 2017 , 2016 and 2015 , consisted of the following (in thousands): Tabular Roll-forward 2017 2016 2015 Unrecognized tax benefits, opening balance $ 2,549 $ 1,982 $ 1,736 Gross increases in tax positions taken in a prior year 80 77 187 Gross increases in tax positions taken in the current year 403 856 763 Lapse of applicable statute of limitations (283 ) (366 ) (704 ) Unrecognized tax benefits, ending balance $ 2,749 $ 2,549 $ 1,982 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses at December 31, 2017 and 2016 , consisted of the following (in thousands): 2017 2016 Payroll and related liabilities $ 30,225 $ 24,429 Advances from employees 796 572 Other accrued expenses 27,911 20,518 Total $ 58,932 $ 45,519 |
Revolving Credit Facility and34
Revolving Credit Facility and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | rincipal balances outstanding under our long-term debt obligations as of December 31, 2017 and 2016 , consisted of the following (in thousands): 2017 2016 2016 Term loan $ 85,000 $ 145,000 2016 Revolving credit loans 187,000 180,000 2017 Debt facility 6,959 — Less unamortized debt issuance costs (487 ) (627 ) Total long-term debt 278,472 324,373 Less current portion 19,459 10,000 Long-term portion $ 259,013 $ 314,373 |
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) 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, 2017 , are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments 2018 $ 19,459 2019 15,000 2020 17,500 2021 227,000 Total future minimum principal payments $ 278,959 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | We enter into approximately 100 cash flow foreign currency hedges every month. As of December 31, 2017, 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 Canadian Dollar CAD 2,310 Swiss Franc CHF 1,375 Chinese Renminbi CNY 45,000 Danish Krone DKK 14,470 Euro EUR 9,165 British Pound GBP 3,625 Mexican Peso MXN 95,075 Swedish Krona SEK 16,330 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, 2017 , 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 Australian Dollar AUD 5,600 Brazilian Real BRL 8,500 Canadian Dollar CAD 2,076 Swiss Franc CHF 242 Chinese Renminbi CNY 22,990 Danish Krone DKK 1,881 Euro EUR 23,333 British Pound GBP 1,868 Hong Kong Dollar HKD 11,000 Japanese Yen JPY 178,500 Korean Won KRW 1,800,000 Mexican Peso MXN 17,540 Swedish Krona SEK 4,775 Singapore Dollar SGD 5,023 |
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): Fair Value Balance Sheet Location December 31, 2017 December 31, 2016 Derivatives designated as hedging instruments Assets Interest rates swaps Other assets (long-term) $ 5,749 $ 4,991 Foreign currency forward contracts Prepaid expenses and other assets 363 116 Foreign currency forward contracts Other assets (long-term) 35 18 Liabilities Foreign currency forward contracts Accrued expenses (468 ) (275 ) Foreign currency forward contracts Other long-term obligations (82 ) (18 ) Derivatives not designated as hedging instruments Assets Foreign currency forward contracts Prepaid expenses and other assets $ 223 $ 220 Liabilities Foreign currency forward contracts Accrued expenses (841 ) (171 ) |
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, 2017 2016 2015 2017 2016 2015 Derivative instrument Location in statements of income Interest rate swaps $853 $ 4,989 $ (571 ) Interest Expense $95 (718 ) (1,103 ) Foreign currency forward contracts 491 (205 ) — Revenue (277 ) 21 — Cost of goods sold 625 (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, 2017 2016 2015 Derivative Instrument Location in statements of income Foreign currency forward contracts Other expense $ (4,746 ) $ 69 $ (302 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , consisted of the following (in thousands): Years Ending Operating December 31 Leases 2018 $ 12,293 2019 11,237 2020 9,307 2021 7,527 2022 6,468 Thereafter 57,211 Total minimum lease payments $ 104,043 |
Earnings Per Common Share (EP37
Earnings Per Common Share (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017: Basic EPS $ 27,523 48,805 $ 0.56 Effect of dilutive stock options and warrants 1,296 Diluted EPS $ 27,523 50,101 $ 0.55 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 |
Employee Stock Purchase Plan,38
Employee Stock Purchase Plan, Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 Cost of goods sold $ 632 $ 472 $ 398 Research and development 376 184 122 Selling, general, and administrative 3,067 1,850 1,723 Stock-based compensation expense before taxes $ 4,075 $ 2,506 $ 2,243 |
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: 2017 2016 2015 Risk-free interest rate 1.77% - 1.83% 1.15% - 1.40% 1.53% - 1.66% Expected option life 5.0 years 5.0 years 5.0 years Expected dividend yield —% —% —% Expected price volatility 33.81% - 34.07% 34.28% - 37.06% 33.72% - 35.11% |
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, 2017 , 2016 and 2015 (in thousands): 2017 2016 2015 Total intrinsic value of stock options exercised $ 9,264 $ 3,648 $ 7,548 Cash received from stock option exercises 5,552 4,577 6,227 Excess tax benefit from the exercise of stock options 2,264 669 2,124 |
Schedule of Share-based Compensation, Stock Options, Activity | Changes in stock options for the year ended December 31, 2017 , 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 2,817 $ 15.32 Granted 1,297 29.31 Exercised (404 ) 14.02 Forfeited/expired (87 ) 18.79 Outstanding at December 31 3,623 20.40 4.57 years $ 82,615 Exercisable 1,110 14.35 2.55 years 32,019 Ending vested and expected to vest 3,484 20.23 4.52 years 80,052 |
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, 2017 (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 - $13.75 925 2.17 years $ 12.65 713 $ 12.84 $13.77 - $17.27 991 4.38 years $ 16.18 294 $ 15.96 $18.80 - $22.00 425 5.00 years $ 20.14 103 $ 20.18 $28.20 - $38.35 1,282 6.30 years $ 29.33 0 $ — $9.95 - $38.35 3,623 1,110 |
Segment Reporting and Foreign39
Segment Reporting and Foreign Operations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 , 2016 and 2015 (in thousands): % Change 2017 % Change 2016* % Change 2015 Cardiovascular Stand-alone devices 44% $ 275,431 23% $ 191,148 8% $ 155,414 Custom kits and procedure trays 6% 126,114 2% 119,226 5% 116,368 Inflation devices 8% 79,875 1% 73,916 1% 73,373 Catheters 13% 127,747 17% 113,367 11% 96,833 Embolization devices 8% 49,532 2% 46,035 3% 45,025 CRM/EP 15% 41,914 8% 36,459 3% 33,902 Total 21% 700,613 11% 580,151 6% 520,915 Endoscopy Endoscopy devices 15% 27,239 12% 23,687 18% 21,234 Total 21% $ 727,852 11% $ 603,838 6% $ 542,149 * Certain product categories for 2016 have been adjusted from prior disclosure to reflect changes in product classifications to be consistent with updates in the management of our product portfolios in 2017. |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas | Our long-lived assets by geographic area at December 31, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 United States $ 202,504 $ 194,715 $ 186,389 Ireland 45,671 47,337 48,896 Other foreign countries 44,645 34,521 32,493 Total $ 292,820 $ 276,573 $ 267,778 |
Schedule of Segment Reporting Information, by Segment | Total depreciation and amortization by business segment for the years ended December 31, 2017 , 2016 , and 2015 consisted of the following (in thousands): 2017 2016 2015 Cardiovascular $ 52,700 $ 42,806 $ 36,474 Endoscopy 882 949 951 Total $ 53,582 $ 43,755 $ 37,425 Total capital expenditures for property and equipment by business segment for the years ended December 31, 2017 , 2016 and 2015 consisted of the following (in thousands): 2017 2016 2015 Cardiovascular $ 38,437 $ 32,613 $ 50,927 Endoscopy 186 224 32 Total $ 38,623 $ 32,837 $ 50,959 Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the years ended December 31, 2017 , 2016 and 2015 , are as follows (in thousands): 2017 2016 2015 Net Sales (1) Cardiovascular $ 700,613 $ 580,151 $ 520,915 Endoscopy 27,239 23,687 21,234 Total net sales 727,852 603,838 542,149 Operating expenses Cardiovascular 281,095 218,659 187,492 Endoscopy 12,089 11,490 10,746 Total operating expenses 293,184 230,149 198,238 Operating income (loss) (1) Cardiovascular 24,819 30,053 34,052 Endoscopy 8,250 4,823 3,491 Total operating income 33,069 34,876 37,543 Total other expense - net 2,812 (9,490 ) (6,343 ) Income tax expense 8,358 5,265 7,398 Net income $ 27,523 $ 20,121 $ 23,802 (1) Sales and operating income have been adjusted from prior disclosure to reflect changes in product classifications between our operating segments, which were made to be consistent with updates in the management of our product portfolios in 2017. |
Reconciliation of Assets from Segment to Consolidated | Total assets by business segment at December 31, 2017 , 2016 and 2015 , consisted of the following (in thousands): 2017 2016 2015 Cardiovascular $ 1,103,806 $ 932,927 $ 767,952 Endoscopy 8,005 9,876 10,776 Total $ 1,111,811 $ 942,803 $ 778,728 |
Quarterly Results of Operatio40
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly data for the years ended December 31, 2017 and 2016 consisted of the following (in thousands, except per share amounts): Quarter Ended March 31 June 30 September 30 December 31 2017 Net sales $ 171,069 $ 186,549 $ 179,337 $ 190,897 Gross profit 75,942 84,141 80,514 85,656 Income from operations 5,609 13,362 879 13,219 Income tax expense 690 1,830 1,364 4,474 Net income (loss) 14,803 9,483 (3,569 ) 6,806 Basic earnings per common share 0.33 0.19 (0.07 ) 0.14 Diluted earnings per common share 0.32 0.19 (0.07 ) 0.13 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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, 2017 and 2016 , 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, 2017 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 5,749 $ — $ 5,749 $ — Foreign currency contract assets, current and long-term (2) $ 621 $ — $ 621 $ — Foreign currency contract liabilities, current and long-term (3) $ (1,391 ) $ — $ (1,391 ) $ — 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 ) $ — (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, 2017 and 2016 , consisted of the following (in thousands): 2017 2016 Beginning balance $ 683 $ 1,024 Contingent consideration liability recorded as the result of acquisitions (see Note 2) 10,400 — Fair value adjustments recorded to income during the period (66 ) (123 ) Contingent payments made (61 ) (218 ) Ending balance $ 10,956 $ 683 |
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, 2017 and 2016 (amounts in thousands): Contingent consideration asset or liability Fair value at December 31, 2017 Valuation technique Unobservable inputs Range Revenue-based payments $ 10,956 Discounted cash flow Discount rate 9.9% - 15% contingent liability Probability of milestone payment 100% Projected year of payments 2018-2037 Contingent receivable $ 760 Discounted cash flow Discount rate 10% asset Probability of milestone payment 75% Projected year of payments 2018-2019 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 |
Organization and Summary of S42
Organization and Summary of Significant Accounting Policies - Organization (Details) | 12 Months Ended |
Dec. 31, 2017product_groupsegment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | segment | 2 |
Number of core product groups | product_group | 5 |
Organization and Summary of S43
Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Impairment of long-lived assets | $ 809,000 | $ 0 | $ 0 |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 26,800,000 | $ 24,500,000 | $ 22,600,000 |
Buildings | |||
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 S44
Organization and Summary of Significant Accounting Policies - Deferred Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash surrender value of life insurance | $ 11,700 | $ 9,900 |
Deferred compensation cost | $ 11,181 | $ 9,211 |
Organization and Summary of S45
Organization and Summary of Significant Accounting Policies - Stock Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Allocated share-based compensation | $ 4,075 | $ 2,506 | $ 2,243 |
Organization and Summary of S46
Organization and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Customer concentration risk | Sales | One Customer | |||
Product Information [Line Items] | |||
Concentration for largest customer | 2.00% | 3.00% | 3.00% |
Organization and Summary of S47
Organization and Summary of Significant Accounting Policies - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated other comprehensive income (loss), interest rate swaps, net of tax | $ 3,500 | $ 2,900 |
Accumulated other comprehensive income (loss), interest rate swap, tax benefit | (2,200) | (1,900) |
Accumulated other comprehensive income (loss) related to foreign currency translation, net of tax | (1,900) | (4,800) |
Accumulated other comprehensive income (loss), foreign currency translation, tax benefit | $ 0 | $ 318 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) AUD in Millions | Oct. 02, 2017USD ($) | Sep. 01, 2017 | Aug. 04, 2017USD ($) | Jul. 03, 2017USD ($) | Jul. 01, 2017USD ($) | Jun. 16, 2017USD ($) | May 23, 2017USD ($)shares | May 19, 2017 | May 01, 2017USD ($) | Jan. 31, 2017USD ($)patents | Dec. 19, 2016USD ($)shares | Jul. 06, 2016USD ($) | Feb. 04, 2016USD ($) | Dec. 04, 2015 | Sep. 29, 2015USD ($) | Jul. 17, 2015 | Jul. 14, 2015USD ($) | Jul. 01, 2015USD ($) | Mar. 26, 2015 | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($)shares | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Dec. 31, 2016USD ($)shares | Sep. 30, 2017AUD | Aug. 19, 2015USD ($)shares |
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire intangible assets | $ 2,577,000 | $ 2,217,000 | $ 1,956,000 | |||||||||||||||||||||||||||
Goodwill acquired | 23,579,000 | 27,373,000 | ||||||||||||||||||||||||||||
Acquired in-process research and development | $ 12,136,000 | 461,000 | 1,000,000 | |||||||||||||||||||||||||||
Fusion Medical, Inc. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 2,500,000 | |||||||||||||||||||||||||||||
Ownership interest (percent) | 19.50% | |||||||||||||||||||||||||||||
Equity method investment | $ 2,500,000 | |||||||||||||||||||||||||||||
Fusion Medical, Inc. | Preferred Stock | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Shares acquired (in shares) | shares | 182,000 | |||||||||||||||||||||||||||||
Sugan Co, Ltd. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Right to Manufacture and Sell Certain Products, Term | 4 years | |||||||||||||||||||||||||||||
Bluegrass Vascular Technologies, Inc. | Investee | ||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Cagent Vascular, LLC | Limited Liability Company | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire investment | $ 3,000,000 | |||||||||||||||||||||||||||||
Number of units acquired | shares | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||||||||||||||||||
Percent owned | 18.10% | 18.10% | 18.10% | |||||||||||||||||||||||||||
Blockade Medical LLC | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
License agreements | $ 2,700,000 | |||||||||||||||||||||||||||||
Blockade Medical LLC | Cost-method Investments | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Consideration paid related to net working capital adjustment | 1,000,000 | |||||||||||||||||||||||||||||
Blockade Medical LLC | Loans Receivable | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Consideration paid related to net working capital adjustment | $ 1,700,000 | |||||||||||||||||||||||||||||
Xablecath Inc. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Number of units acquired | shares | 116,279 | |||||||||||||||||||||||||||||
Percent owned | 15.90% | |||||||||||||||||||||||||||||
Cost method investment | $ 300,000 | |||||||||||||||||||||||||||||
Xablecath Inc. | Series B Preferred Stock | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Number of units acquired | shares | 656,848 | 656,848 | 656,848 | |||||||||||||||||||||||||||
Cost method investment | $ 248,000 | $ 248,000 | $ 248,000 | |||||||||||||||||||||||||||
Quellent, LLC | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 1,000,000 | |||||||||||||||||||||||||||||
Payments to acquire intangible assets | 500,000 | |||||||||||||||||||||||||||||
Accrued purchase obligation | $ 500,000 | |||||||||||||||||||||||||||||
Noncurrent contingent consideration | 270,000 | |||||||||||||||||||||||||||||
Goodwill acquired | $ 60,000 | |||||||||||||||||||||||||||||
Catch Medical, LLC | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire intangible assets | 600,000 | |||||||||||||||||||||||||||||
Accrued purchase obligation | 200,000 | |||||||||||||||||||||||||||||
Acquired in-process research and development | $ 1,000,000 | |||||||||||||||||||||||||||||
Long term purchase obligations | 200,000 | |||||||||||||||||||||||||||||
Teleflex Incorporated | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Future payments under agreement | $ 400,000 | $ 400,000 | $ 400,000 | |||||||||||||||||||||||||||
Developed technology | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Intangible assets | 135,358,000 | 167,771,000 | 167,771,000 | 167,771,000 | 135,358,000 | 135,358,000 | ||||||||||||||||||||||||
Developed technology | LeMaitre Vascular, Inc. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||
Payments to acquire intangible assets | 400,000 | |||||||||||||||||||||||||||||
Developed technology | Quellent, LLC | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 13 years | |||||||||||||||||||||||||||||
Intangible assets | $ 1,210,000 | |||||||||||||||||||||||||||||
Customer Lists | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Intangible assets | 6,860,000 | 13,453,000 | 13,453,000 | 13,453,000 | 6,860,000 | 6,860,000 | ||||||||||||||||||||||||
Customer Lists | Sugan Co, Ltd. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 5 years | |||||||||||||||||||||||||||||
Consideration payable | 1,200,000 | 1,200,000 | 1,200,000 | |||||||||||||||||||||||||||
Customer Lists | Teleflex Incorporated | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 5 years | |||||||||||||||||||||||||||||
Payments to acquire intangible assets | 400,000 | |||||||||||||||||||||||||||||
License agreements | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Intangible assets | 17,273,000 | 18,215,000 | 18,215,000 | 18,215,000 | 17,273,000 | 17,273,000 | ||||||||||||||||||||||||
License agreements | Pleuratech ApS | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 15 years | |||||||||||||||||||||||||||||
Asset purchase agreement, liability for certain milestones | $ 5,000,000 | |||||||||||||||||||||||||||||
Current royalty rate | 6.00% | |||||||||||||||||||||||||||||
Payments to acquire intangible assets | 2,000,000 | |||||||||||||||||||||||||||||
License agreements | Medical Company 1 | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 12 years | |||||||||||||||||||||||||||||
Payments to acquire intangible assets | 2,000,000 | |||||||||||||||||||||||||||||
License agreements | Medical Company 1 | Additional Payments for License Agreement Milestone | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Payments to acquire intangible assets | 500,000 | |||||||||||||||||||||||||||||
License agreements | Blockade Medical LLC | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||
License agreements | Distal Access, LLC | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 6 years | |||||||||||||||||||||||||||||
Payments to acquire intangible assets | $ 3,500,000 | |||||||||||||||||||||||||||||
Intangible assets | $ 3,500,000 | |||||||||||||||||||||||||||||
Intellectual Property | IntelliMedical Technologies Pty Ltd | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 11,900,000 | |||||||||||||||||||||||||||||
Asset purchase agreement, liability for certain milestones | AUD | AUD 15 | |||||||||||||||||||||||||||||
Current royalty rate | 6.00% | |||||||||||||||||||||||||||||
Intellectual Property | Lazarus Medical Technologies, LLC | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 15 years | |||||||||||||||||||||||||||||
Asset purchase agreement, liability for certain milestones | $ 750,000 | |||||||||||||||||||||||||||||
Current royalty rate | 6.00% | |||||||||||||||||||||||||||||
Payments to acquire intangible assets | 570,000 | |||||||||||||||||||||||||||||
Trademarks | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Intangible assets | 9,050,000 | 11,538,000 | 11,538,000 | 11,538,000 | 9,050,000 | 9,050,000 | ||||||||||||||||||||||||
Distribution agreements | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Intangible assets | 3,099,000 | 2,576,000 | 2,576,000 | 2,576,000 | 3,099,000 | $ 3,099,000 | ||||||||||||||||||||||||
Distribution agreements | Bluegrass Vascular Technologies, Inc. | Investee | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 3 years | |||||||||||||||||||||||||||||
Intangible assets | $ 1,000,000 | |||||||||||||||||||||||||||||
ITL Healthcare Pty Ltd | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 11,300,000 | |||||||||||||||||||||||||||||
Net sales related to acquisition | 3,300,000 | |||||||||||||||||||||||||||||
ITL Healthcare Pty Ltd | Customer Lists | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 7 years | |||||||||||||||||||||||||||||
Laurane Medical S.A.S. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 16,500,000 | |||||||||||||||||||||||||||||
Contingent liability | $ 5,500,000 | |||||||||||||||||||||||||||||
Weighted average useful life | 11 years 11 months | |||||||||||||||||||||||||||||
Laurane Medical S.A.S. | Developed technology | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 12 years | |||||||||||||||||||||||||||||
Laurane Medical S.A.S. | Customer Lists | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 1 year | |||||||||||||||||||||||||||||
Osseon LLC | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 6,800,000 | |||||||||||||||||||||||||||||
Net sales related to acquisition | 942,000 | |||||||||||||||||||||||||||||
Weighted average useful life | 8 years 11 months 15 days | |||||||||||||||||||||||||||||
Osseon LLC | Developed technology | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 9 years | |||||||||||||||||||||||||||||
Osseon LLC | Customer Lists | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 8 years | |||||||||||||||||||||||||||||
Vascular Access Technologies, Inc. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 5,000,000 | |||||||||||||||||||||||||||||
Contingent liability | $ 4,900,000 | |||||||||||||||||||||||||||||
Goodwill | (42,000) | |||||||||||||||||||||||||||||
Measurement period adjustment, increase in deferred tax liabilities | $ 28,000 | |||||||||||||||||||||||||||||
Vascular Access Technologies, Inc. | Developed technology | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 15 years | |||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 10,897,000 | 10,100,000 | ||||||||||||||||||||||||||||
Net sales related to acquisition | 41,200,000 | |||||||||||||||||||||||||||||
Weighted average useful life | 5 years 11 months 15 days | |||||||||||||||||||||||||||||
Total purchase price | $ (797,000) | (797,000) | ||||||||||||||||||||||||||||
Inventories | (995,000) | |||||||||||||||||||||||||||||
Property and equipment | (348,000) | |||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Cardiovascular Segment | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Acquisition-related costs | 2,600,000 | |||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Scenario, Previously Reported | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 10,900,000 | |||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Developed technology | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 7 years | |||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Customer Lists | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 5 years | |||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Trademarks | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 5 years | |||||||||||||||||||||||||||||
Catheter Connections, Inc. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 38,000,000 | |||||||||||||||||||||||||||||
Net sales related to acquisition | 10,000,000 | |||||||||||||||||||||||||||||
Weighted average useful life | 11 years 8 months | |||||||||||||||||||||||||||||
Number of patents acquired | patents | 40 | |||||||||||||||||||||||||||||
Inventories | (87,000) | |||||||||||||||||||||||||||||
Property and equipment | 0 | |||||||||||||||||||||||||||||
Goodwill | $ 1,377,000 | |||||||||||||||||||||||||||||
Catheter Connections, Inc. | Cardiovascular Segment | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Acquisition-related costs | 482,000 | |||||||||||||||||||||||||||||
Catheter Connections, Inc. | Developed technology | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 12 years | |||||||||||||||||||||||||||||
Catheter Connections, Inc. | Customer Lists | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 8 years | |||||||||||||||||||||||||||||
Catheter Connections, Inc. | Trademarks | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||
DFINE, Inc. | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 97,500,000 | |||||||||||||||||||||||||||||
Net sales related to acquisition | 27,000,000 | 13,500,000 | ||||||||||||||||||||||||||||
Weighted average useful life | 14 years 10 months | |||||||||||||||||||||||||||||
Total purchase price | 1,100,000 | |||||||||||||||||||||||||||||
Consideration paid related to net working capital adjustment | $ 578,000 | |||||||||||||||||||||||||||||
Inventories | 89,000 | |||||||||||||||||||||||||||||
Property and equipment | 109,000 | |||||||||||||||||||||||||||||
Goodwill | 1,200,000 | |||||||||||||||||||||||||||||
Measurement period adjustment, reduction in accrued expenses | 407,000 | |||||||||||||||||||||||||||||
Measurement period adjustment, increase in deferred tax liabilities | $ (113,000) | |||||||||||||||||||||||||||||
Trade receivables acquired, gross | 4,300,000 | |||||||||||||||||||||||||||||
Trade receivables, expected to be uncollectible | $ 224,000 | |||||||||||||||||||||||||||||
DFINE, Inc. | Cardiovascular Segment | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Acquisition-related costs | 1,600,000 | |||||||||||||||||||||||||||||
DFINE, Inc. | Developed technology | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 15 years | |||||||||||||||||||||||||||||
DFINE, Inc. | Customer Lists | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 9 years | |||||||||||||||||||||||||||||
DFINE, Inc. | Trademarks | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 15 years | |||||||||||||||||||||||||||||
HeRO®Graft | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Total purchase price | $ 18,500,000 | |||||||||||||||||||||||||||||
Weighted average useful life | 9 years 9 months 25 days | |||||||||||||||||||||||||||||
Income since acquisition date | $ 8,600,000 | $ 7,100,000 | ||||||||||||||||||||||||||||
HeRO®Graft | Developed technology | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||
HeRO®Graft | Customer Lists | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 12 years | |||||||||||||||||||||||||||||
HeRO®Graft | Trademarks | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||
Useful life | 5 years 6 months |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Oct. 02, 2017 | Aug. 04, 2017 | Jul. 03, 2017 | May 01, 2017 | Jan. 31, 2017 | Jul. 06, 2016 | Feb. 04, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Assets Acquired | |||||||||||||
Goodwill | $ 211,927 | $ 238,147 | $ 238,147 | $ 238,147 | $ 211,927 | $ 184,472 | |||||||
Liabilities Assumed | |||||||||||||
Gain on bargain purchase | 11,039 | $ 0 | $ 0 | ||||||||||
ITL Healthcare Pty Ltd | |||||||||||||
Assets Acquired | |||||||||||||
Trade receivables | $ 1,287 | ||||||||||||
Other receivables | 56 | ||||||||||||
Inventories | 1,808 | ||||||||||||
Prepaid expenses and other assets | 65 | ||||||||||||
Property and equipment | 1,053 | ||||||||||||
Goodwill | 3,740 | ||||||||||||
Total assets acquired | 13,949 | ||||||||||||
Liabilities Assumed | |||||||||||||
Trade payables | (216) | ||||||||||||
Accrued expenses | (542) | ||||||||||||
Deferred income tax liabilities - current | (1,901) | ||||||||||||
Total liabilities assumed | (2,659) | ||||||||||||
Total net assets acquired | 11,290 | ||||||||||||
Total purchase price | 11,300 | ||||||||||||
ITL Healthcare Pty Ltd | Customer lists | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | $ 5,940 | ||||||||||||
Laurane Medical S.A.S. | |||||||||||||
Assets Acquired | |||||||||||||
Inventories | $ 594 | ||||||||||||
Goodwill | 6,366 | ||||||||||||
Total assets acquired | 22,000 | ||||||||||||
Liabilities Assumed | |||||||||||||
Total purchase price | 16,500 | ||||||||||||
Laurane Medical S.A.S. | Developed technology | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 14,920 | ||||||||||||
Laurane Medical S.A.S. | Customer lists | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | $ 120 | ||||||||||||
Osseon LLC | |||||||||||||
Assets Acquired | |||||||||||||
Inventories | $ 979 | ||||||||||||
Property and equipment | 58 | ||||||||||||
Goodwill | 203 | ||||||||||||
Total assets acquired | 6,840 | ||||||||||||
Liabilities Assumed | |||||||||||||
Total purchase price | 6,800 | ||||||||||||
Osseon LLC | Developed technology | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 5,400 | ||||||||||||
Osseon LLC | Customer lists | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | $ 200 | ||||||||||||
Vascular Access Technologies, Inc. | |||||||||||||
Assets Acquired | |||||||||||||
Goodwill | $ 4,323 | 4,281 | 4,281 | 4,281 | |||||||||
Total assets acquired | 9,900 | 9,900 | 9,900 | 9,900 | |||||||||
Liabilities Assumed | |||||||||||||
Deferred income tax liabilities - current | (3,073) | (3,101) | (3,101) | (3,101) | |||||||||
Total purchase price | 5,000 | ||||||||||||
Adjustments | |||||||||||||
Goodwill | (42) | ||||||||||||
Deferred tax liabilities | (28) | ||||||||||||
Total net assets acquired | 0 | ||||||||||||
Vascular Access Technologies, Inc. | Developed technology | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 7,800 | 7,800 | 7,800 | 7,800 | |||||||||
Adjustments | |||||||||||||
Intangibles | 0 | ||||||||||||
Vascular Access Technologies, Inc. | In Process Research and Development | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | $ 850 | 920 | 920 | 920 | |||||||||
Adjustments | |||||||||||||
Intangibles | 70 | ||||||||||||
Argon Medical Devices, Inc. | |||||||||||||
Assets Acquired | |||||||||||||
Cash and cash equivalents | $ 1,436 | 1,436 | 1,436 | 1,436 | |||||||||
Trade receivables | 8,351 | 8,351 | 8,351 | 8,351 | |||||||||
Inventories | 12,217 | 11,222 | 11,222 | 11,222 | |||||||||
Prepaid expenses and other assets | 1,275 | 1,275 | 1,275 | 1,275 | |||||||||
Income tax refund receivable | 0 | 165 | 165 | 165 | |||||||||
Property and equipment | 2,667 | 2,319 | 2,319 | 2,319 | |||||||||
Deferred tax assets | 184 | 202 | 202 | 202 | |||||||||
Total assets acquired | 31,530 | 29,570 | 29,570 | 29,570 | |||||||||
Liabilities Assumed | |||||||||||||
Trade payables | (2,306) | (2,414) | (2,414) | (2,414) | |||||||||
Accrued expenses | (5,083) | (5,083) | (5,083) | (5,083) | |||||||||
Income taxes payable | 2 | 0 | 0 | 0 | |||||||||
Deferred income tax liabilities | (999) | (934) | (934) | (934) | |||||||||
Total liabilities assumed | (8,390) | (8,431) | (8,431) | (8,431) | |||||||||
Total net assets acquired | 23,140 | 21,139 | 21,139 | 21,139 | |||||||||
Gain on bargain purchase | 12,243 | 11,039 | |||||||||||
Total purchase price | 10,897 | 10,100 | |||||||||||
Adjustments | |||||||||||||
Cash and cash equivalents | 0 | ||||||||||||
Trade receivables | 0 | ||||||||||||
Inventories | (995) | ||||||||||||
Prepaid expenses and other assets | 0 | ||||||||||||
Income tax refund receivable | 165 | ||||||||||||
Property and equipment | (348) | ||||||||||||
Deferred tax assets | 18 | ||||||||||||
Total assets acquired | (1,960) | ||||||||||||
Trade payables | (108) | ||||||||||||
Accrued expenses | 0 | ||||||||||||
Income taxes payable | 2 | ||||||||||||
Deferred income tax liabilities | 65 | ||||||||||||
Total liabilities assumed | (41) | ||||||||||||
Total net assets acquired | (2,001) | ||||||||||||
Gain on bargain purchase | 1,204 | ||||||||||||
Total purchase price | (797) | (797) | |||||||||||
Business Combination, Bargain Purchase, Gain Recognized, Negative Adjustment, Amount | 1,200 | ||||||||||||
Argon Medical Devices, Inc. | Developed technology | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 2,600 | 2,200 | 2,200 | 2,200 | |||||||||
Adjustments | |||||||||||||
Intangibles | (400) | ||||||||||||
Argon Medical Devices, Inc. | Customer lists | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 1,300 | 1,500 | 1,500 | 1,500 | |||||||||
Adjustments | |||||||||||||
Intangibles | 200 | ||||||||||||
Argon Medical Devices, Inc. | Trademarks | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 1,500 | 900 | 900 | 900 | |||||||||
Adjustments | |||||||||||||
Intangibles | (600) | ||||||||||||
Catheter Connections, Inc. | |||||||||||||
Assets Acquired | |||||||||||||
Trade receivables | 952 | 958 | 958 | 958 | |||||||||
Inventories | 2,244 | 2,157 | 2,157 | 2,157 | |||||||||
Prepaid expenses and other assets | 181 | 85 | 85 | 85 | |||||||||
Property and equipment | 1,472 | 1,472 | 1,472 | 1,472 | |||||||||
Goodwill | 7,612 | 8,989 | 8,989 | 8,989 | |||||||||
Total assets acquired | 38,361 | 38,361 | 38,361 | 38,361 | |||||||||
Liabilities Assumed | |||||||||||||
Trade payables | (338) | (338) | (338) | (338) | |||||||||
Accrued expenses | (23) | (23) | (23) | (23) | |||||||||
Total liabilities assumed | (361) | (361) | (361) | (361) | |||||||||
Total net assets acquired | 38,000 | 38,000 | 38,000 | 38,000 | |||||||||
Total purchase price | 38,000 | ||||||||||||
Adjustments | |||||||||||||
Trade receivables | 6 | ||||||||||||
Inventories | (87) | ||||||||||||
Prepaid expenses and other assets | (96) | ||||||||||||
Property and equipment | 0 | ||||||||||||
Goodwill | 1,377 | ||||||||||||
Total assets acquired | 0 | ||||||||||||
Trade payables | 0 | ||||||||||||
Accrued expenses | 0 | ||||||||||||
Total liabilities assumed | 0 | ||||||||||||
Total net assets acquired | 0 | ||||||||||||
Catheter Connections, Inc. | Developed technology | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 22,900 | 21,100 | 21,100 | 21,100 | |||||||||
Adjustments | |||||||||||||
Intangibles | (1,800) | ||||||||||||
Catheter Connections, Inc. | Customer lists | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 100 | 700 | 700 | 700 | |||||||||
Adjustments | |||||||||||||
Intangibles | 600 | ||||||||||||
Catheter Connections, Inc. | Trademarks | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | $ 2,900 | $ 2,900 | 2,900 | 2,900 | |||||||||
Adjustments | |||||||||||||
Intangibles | $ 0 | ||||||||||||
DFINE, Inc. | |||||||||||||
Assets Acquired | |||||||||||||
Trade receivables | $ 4,054 | ||||||||||||
Other receivables | 6 | ||||||||||||
Inventories | 8,585 | ||||||||||||
Prepaid expenses and other assets | 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 | (10,844) | ||||||||||||
Total liabilities assumed | (18,633) | ||||||||||||
Total net assets acquired | 95,635 | ||||||||||||
Total purchase price | 97,500 | ||||||||||||
Cash received | $ 1,327 | ||||||||||||
Adjustments | |||||||||||||
Inventories | 89 | ||||||||||||
Property and equipment | 109 | ||||||||||||
Goodwill | 1,200 | ||||||||||||
Deferred tax liabilities | 113 | ||||||||||||
Total purchase price | $ 1,100 | ||||||||||||
DFINE, Inc. | Developed technology | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 67,600 | ||||||||||||
DFINE, Inc. | Customer lists | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 2,400 | ||||||||||||
DFINE, Inc. | Trademarks | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | $ 4,400 | ||||||||||||
HeRO®Graft | |||||||||||||
Assets Acquired | |||||||||||||
Inventories | $ 2,455 | ||||||||||||
Property and equipment | 290 | ||||||||||||
Goodwill | 2,555 | ||||||||||||
Total assets acquired | 18,500 | ||||||||||||
Liabilities Assumed | |||||||||||||
Total purchase price | 18,500 | ||||||||||||
HeRO®Graft | Developed technology | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 12,100 | ||||||||||||
HeRO®Graft | Customer lists | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | 400 | ||||||||||||
HeRO®Graft | Trademarks | |||||||||||||
Assets Acquired | |||||||||||||
Intangibles | $ 700 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
As Reported | |||||||||||
Net Sales | $ 190,897 | $ 179,337 | $ 186,549 | $ 171,069 | $ 157,715 | $ 156,975 | $ 151,071 | $ 138,077 | $ 727,852 | $ 603,838 | $ 542,149 |
Net income | $ 6,806 | $ (3,569) | $ 9,483 | $ 14,803 | $ 7,507 | $ 973 | $ 7,290 | $ 4,351 | $ 27,523 | $ 20,121 | $ 23,802 |
Basic (in dollars per share) | $ 0.14 | $ (0.07) | $ 0.19 | $ 0.33 | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.56 | $ 0.45 | $ 0.54 |
Diluted (in dollars per share) | $ 0.13 | $ (0.07) | $ 0.19 | $ 0.32 | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.55 | $ 0.45 | $ 0.53 |
Pro Forma | |||||||||||
Net Sales, Pro Forma | $ 730,612 | $ 664,366 | $ 575,541 | ||||||||
Net Income, Pro Forma | $ 17,419 | $ 23,068 | $ 3,135 | ||||||||
Basic, Pro Forma (in dollars per share) | $ 0.36 | $ 0.52 | $ 0.07 | ||||||||
Diluted, Pro Forma (in dollars per share) | $ 0.35 | $ 0.51 | $ 0.07 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 86,555 | $ 63,852 |
Work-in-process | 12,799 | 11,008 |
Raw materials | 55,934 | 45,835 |
Total | $ 155,288 | $ 120,695 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Goodwill balance at January 1 | $ 211,927 | $ 184,472 |
Effect of foreign exchange | 2,641 | 82 |
Additions as the result of acquisitions | 23,579 | 27,373 |
Goodwill balance at December 31 | $ 238,147 | $ 211,927 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 97,680 | $ 77,387 |
Accumulated Amortization | (38,127) | (30,048) |
Net Carrying Amount | 59,553 | 47,339 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,528 | 14,130 |
Accumulated Amortization | (3,737) | (3,165) |
Net Carrying Amount | 12,791 | 10,965 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,262 | 6,626 |
Accumulated Amortization | (4,686) | (3,527) |
Net Carrying Amount | 2,576 | 3,099 |
License agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23,783 | 20,695 |
Accumulated Amortization | (5,568) | (3,422) |
Net Carrying Amount | 18,215 | 17,273 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 16,224 | 12,380 |
Accumulated Amortization | (4,686) | (3,330) |
Net Carrying Amount | 11,538 | 9,050 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,028 | 1,028 |
Accumulated Amortization | (968) | (936) |
Net Carrying Amount | 60 | 92 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 31,935 | 22,261 |
Accumulated Amortization | (18,482) | (15,401) |
Net Carrying Amount | 13,453 | 6,860 |
In-process technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 920 | |
Accumulated Amortization | 0 | |
Net Carrying Amount | $ 920 | |
Royalty agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 267 | |
Accumulated Amortization | (267) | |
Net Carrying Amount | $ 0 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated impairment loss | $ 8,300,000 | ||
Aggregate amortization expense | 26,800,000 | $ 19,300,000 | $ 14,800,000 |
Intangible asset impairment charges | 809,000 | $ 0 | $ 0 |
Distal Access, LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible asset impairment charges | $ 809,000 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,018 | $ 30,413 |
2,019 | 29,787 |
2,020 | 28,373 |
2,021 | 21,001 |
2,022 | $ 19,396 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 14,531 | $ 6,174 | $ 9,470 |
Foreign | 21,350 | 19,212 | 21,730 |
INCOME BEFORE INCOME TAXES | $ 35,881 | $ 25,386 | $ 31,200 |
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, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current expense (benefit): | |||||||||||
Federal | $ 3,849 | $ 1,933 | $ (17) | ||||||||
State | 645 | 492 | 747 | ||||||||
Foreign | 5,168 | 3,802 | 3,218 | ||||||||
Total current expense | 9,662 | 6,227 | 3,948 | ||||||||
Deferred expense (benefit): | |||||||||||
Federal | (314) | (144) | 3,250 | ||||||||
State | (216) | (195) | 294 | ||||||||
Foreign | (774) | (623) | (94) | ||||||||
Total deferred (benefit) expense | (1,304) | (962) | 3,450 | ||||||||
Total income tax expense | $ 4,474 | $ 1,364 | $ 1,830 | $ 690 | $ 2,116 | $ (978) | $ 2,572 | $ 1,555 | $ 8,358 | $ 5,265 | $ 7,398 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||||||||||
Computed federal income tax expense at statutory rate of 35% | $ 12,559 | $ 8,885 | $ 10,920 | ||||||||
State income taxes | 279 | 193 | 698 | ||||||||
Tax credits | (1,377) | (1,164) | (1,019) | ||||||||
Production activity deduction | 0 | (53) | 0 | ||||||||
Foreign tax rate differential | (3,329) | (3,717) | (3,564) | ||||||||
Uncertain tax positions | (19) | 597 | 536 | ||||||||
Deferred compensation insurance assets | (479) | (307) | 182 | ||||||||
Transaction-related expenses | 90 | 274 | 0 | ||||||||
U.S. transition tax | 10,612 | 0 | 0 | ||||||||
TCJA remeasurement of deferred taxes | (8,383) | 0 | 0 | ||||||||
Share-based payments | (2,264) | 0 | 0 | ||||||||
Bargain purchase gain | (1,570) | 0 | 0 | ||||||||
In-process research and development | 1,486 | 0 | 0 | ||||||||
Other — including the effect of graduated rates | 753 | 557 | (355) | ||||||||
Total income tax expense | $ 4,474 | $ 1,364 | $ 1,830 | $ 690 | $ 2,116 | $ (978) | $ 2,572 | $ 1,555 | $ 8,358 | $ 5,265 | $ 7,398 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets: | ||
Allowance for uncollectible accounts receivable | $ 467 | $ 645 |
Accrued compensation expense | 5,154 | 6,203 |
Inventory differences | 2,505 | 1,065 |
Net operating loss carryforwards | 15,741 | 27,742 |
Deferred revenue | 58 | 73 |
Stock-based compensation expense | 2,281 | 2,738 |
Federal research and development credit carryforward | 0 | 3,524 |
Foreign tax credits | 0 | 364 |
Other | 8,986 | 6,984 |
Total deferred income tax assets | 35,192 | 49,338 |
Deferred income tax liabilities: | ||
Prepaid expenses | (930) | (782) |
Property and equipment | (20,352) | (25,108) |
Intangible assets | (28,588) | (35,773) |
Other | (1,830) | (1,480) |
Total deferred income tax liabilities | (51,700) | (63,143) |
Valuation allowance | (4,422) | (3,786) |
Net deferred income tax liabilities | (20,930) | (17,591) |
Reported as: | ||
Deferred income tax assets - Current | 0 | 8,219 |
Deferred income tax assets - Long-term | 2,359 | 171 |
Deferred income tax liabilities - Long-term | (23,289) | (25,981) |
Net deferred income tax liabilities | $ (20,930) | $ (17,591) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net tax benefit related to reduction in U.S. corporate tax rate | $ 8,400,000 | ||
One-time tax expense resulting from transition tax | $ 10,600,000 | ||
Statutory federal rate | 35.00% | 35.00% | 35.00% |
Increase in valuation allowance | $ 636,000 | $ 1,800,000 | $ 378,000 |
U.S federal net operating loss carryforwards | $ 67,900,000 | 76,400,000 | |
Period to utilize the net operating loss carryforwards | 18 years | ||
NOL carryforward used in period | $ 9,100,000 | 6,200,000 | |
Foreign operating loss carryforwards | 5,400,000 | 3,000,000 | |
Foreign operating loss carryforward, no expiration | 4,900,000 | ||
Foreign operating loss carryforward, expiring | 526,000 | ||
Unrecognized tax benefits including interest and penalties | 3,100,000 | 2,800,000 | |
Unrecognized tax benefits that would impact effective rate | 2,700,000 | 2,800,000 | |
Reduction of uncertain tax benefits related to certain liabilities for unrecognized tax benefits | 307,000 | ||
Reduction in transition tax under TCJA, if realized | 307,000 | ||
Reduction in valuation allowance | 2,300,000 | ||
Accrued interest and penalties | 304,000 | 216,000 | |
Income tax penalties and interest expense | 88,000 | $ 30,000 | $ 6,000 |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, opening balance | $ 2,549 | $ 1,982 | $ 1,736 |
Gross increases in tax positions taken in a prior year | 80 | 77 | 187 |
Gross increases in tax positions taken in the current year | 403 | 856 | 763 |
Lapse of applicable statute of limitations | (283) | (366) | (704) |
Unrecognized tax benefits, ending balance | $ 2,749 | $ 2,549 | $ 1,982 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Payroll and related liabilities | $ 30,225 | $ 24,429 |
Advances from employees | 796 | 572 |
Other accrued expenses | 27,911 | 20,518 |
Total | $ 58,932 | $ 45,519 |
Revolving Credit Facility and63
Revolving Credit Facility and Long-Term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Feb. 23, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | |||
Total long-term debt | $ 278,472 | $ 324,373 | |
2017 Debt facility | 6,959 | $ 7,000 | 0 |
Less unamortized debt issuance costs | (487) | (627) | |
Less current portion | 19,459 | 10,000 | |
Long-term portion | 259,013 | 314,373 | |
Term Loan | |||
Line of Credit Facility [Line Items] | |||
Total long-term debt | 85,000 | 145,000 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Total long-term debt | $ 187,000 | $ 180,000 |
Revolving Credit Facility and64
Revolving Credit Facility and Long-Term Debt - Narrative (Details) - USD ($) | Feb. 23, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jul. 06, 2016 |
Line of Credit Facility [Line Items] | ||||
2017 Debt facility | $ 7,000,000 | $ 6,959,000 | $ 0 | |
Variable rate on loan | 2.38% | |||
Outstanding borrowings | $ 278,959,000 | |||
LIBOR | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, basis spread on variable rate | 1.00% | |||
Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding borrowings | 272,000,000 | |||
Remaining borrowing capacity on line of credit | 188,000,000 | |||
Fixed interest rate percent | 2.98% | |||
Debt subject to fixed interest rate | $ 175,000,000 | $ 130,000,000 | ||
Credit Agreement | Variable Rate 1 | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate percent | 2.82% | 3.12% | ||
Debt subject to variable interest rate | $ 97,000,000 | $ 45,000,000 | ||
Credit Agreement | Variable Rate 2 | ||||
Line of Credit Facility [Line Items] | ||||
Variable interest rate percent | 2.77% | |||
Debt subject to variable interest rate | $ 150,000,000 | |||
Credit Agreement | Interest Rate Swap 2 | ||||
Line of Credit Facility [Line Items] | ||||
Fixed interest rate percent | 2.68% | |||
Revolving Credit Facility | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Increase to revolving credit commitment | $ 100,000,000 | |||
Maximum borrowing capacity | $ 375,000,000 | |||
Interest rate increase if in event of default | 2.00% | |||
Revolving Credit Facility | Credit Agreement | Minimum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.15% | |||
Revolving Credit Facility | Credit Agreement | Maximum | ||||
Line of Credit Facility [Line Items] | ||||
Commitment fee percentage | 0.40% | |||
Term Loan | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Debt instrument, face amount | $ 150,000,000 | |||
Bridge Loan | Credit Agreement | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 25,000,000 |
Revolving Credit Facility and65
Revolving Credit Facility and Long-Term Debt - Financial Covenants (Details) | 12 Months Ended |
Dec. 31, 2017USD ($)quarter | |
Debt Instrument [Line Items] | |
Number of consecutive quarters for EBITDA to fixed charges ratio covenants | quarter | 4 |
Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated EBITDA | $ 1.25 |
Consolidated Net Income | 0 |
Facility Capital Expenditures | $ 30,000,000 |
July 1, 2017 through December 31, 2017 | Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 3.75 |
January 1, 2018 through March 31, 2018 | Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 3.5 |
April 1, 2018 and thereafter | Credit Agreement | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 3.25 |
Revolving Credit Facility and66
Revolving Credit Facility and Long-Term Debt - Future Minimum Payments on Long-term Debt (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | |
2,018 | $ 19,459 |
2,019 | 15,000 |
2,020 | 17,500 |
2,021 | 227,000 |
Total future minimum principal payments | $ 278,959 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) € in Thousands, ₩ in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, SGD 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 | Dec. 19, 2012USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017AUD | Dec. 31, 2017CNY (¥) | Dec. 31, 2017DKK | Dec. 31, 2017MXN | Dec. 31, 2017CHF (SFr) | Dec. 31, 2017KRW (₩) | Dec. 31, 2017GBP (£) | Dec. 31, 2017CAD | Dec. 31, 2017JPY (¥) | Dec. 31, 2017SGD | Dec. 31, 2017SEK | Dec. 31, 2017EUR (€) | Dec. 31, 2017HKD | Dec. 31, 2017BRL | Dec. 31, 2016USD ($) | Aug. 05, 2016USD ($) |
Derivative [Line Items] | ||||||||||||||||||
Deferred taxes used to offset fair value of interest rate swap | $ (2,200,000) | $ (1,900,000) | ||||||||||||||||
Maturity of derivative contract (up to) | 2 years | |||||||||||||||||
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 | $ 44,000 | |||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, net of tax | 33,000 | |||||||||||||||||
Interest expense | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, gross | 1,100,000 | |||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, net of tax | 840,000 | |||||||||||||||||
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% | |||||||||||||||||
Deferred taxes used to offset fair value of interest rate swap | $ (1,500,000) | |||||||||||||||||
Interest rate swap | Maximum | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Notional amount of derivative | $ 175,000,000 | |||||||||||||||||
Foreign currency forward contracts | Designated as hedging instrument | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Average number of contracts entered into per month | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | 100 | |||
Foreign currency forward contracts | Not designated as hedging instrument | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Notional amount of derivative | AUD 5,600 | ¥ 22,990 | DKK 1,881 | MXN 17,540 | SFr 242 | ₩ 1,800,000 | £ 1,868 | CAD 2,076 | ¥ 178,500 | SGD 5,023 | SEK 4,775 | € 23,333 | HKD 11,000 | BRL 8,500 | ||||
Average number of contracts entered into per month | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 |
Derivatives - Forward Notional
Derivatives - Forward Notional Contracts (Details) - Dec. 31, 2017 - Foreign currency forward contracts € in Thousands, ₩ in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, SGD 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 | AUD | CNY (¥) | DKK | MXN | CHF (SFr) | KRW (₩) | GBP (£) | CAD | JPY (¥) | SGD | SEK | EUR (€) | HKD | BRL |
Not designated as hedging instrument | ||||||||||||||
Derivative [Line Items] | ||||||||||||||
Notional amount of derivative | AUD 5,600 | ¥ 22,990 | DKK 1,881 | MXN 17,540 | SFr 242 | ₩ 1,800,000 | £ 1,868 | CAD 2,076 | ¥ 178,500 | SGD 5,023 | SEK 4,775 | € 23,333 | HKD 11,000 | BRL 8,500 |
Derivatives designated as cash flow hedges | Designated as hedging instrument | ||||||||||||||
Derivative [Line Items] | ||||||||||||||
Notional amount of derivative | ¥ 45,000 | DKK 14,470 | MXN 95,075 | SFr 1,375 | £ 3,625 | CAD 2,310 | SEK 16,330 | € 9,165 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Designated as hedging instrument | Interest rate swap | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | $ 5,749 | $ 4,991 |
Designated as hedging instrument | Foreign currency forward contracts | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 35 | 18 |
Designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 363 | 116 |
Designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (468) | (275) |
Designated as hedging instrument | Foreign currency forward contracts | Other long-term obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (82) | (18) |
Not designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 223 | 220 |
Not designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | $ (841) | $ (171) |
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Interest rate swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | $ 853 | $ 4,989 | $ (571) |
Interest rate swap | Interest Expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) reclassified from AOCI | 95 | (718) | (1,103) |
Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | (205) | 0 | |
Foreign currency forward contracts | Revenue | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | 491 | ||
Amount of Gain/(Loss) reclassified from AOCI | (277) | 21 | 0 |
Foreign currency forward contracts | Cost of goods sold | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) reclassified from AOCI | $ 625 | $ (26) | $ 0 |
Derivatives - Gain (Loss) in th
Derivatives - Gain (Loss) in the Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Not designated as hedging instrument | Foreign currency forward contracts | Other expense | |||
Derivative [Line Items] | |||
Gain (loss) on derivative | $ (4,746) | $ 69 | $ (302) |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 12,293 |
2,019 | 11,237 |
2,020 | 9,307 |
2,021 | 7,527 |
2,022 | 6,468 |
Thereafter | 57,211 |
Total minimum lease payments | $ 104,043 |
Commitments and Contingencies73
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Other Commitments [Line Items] | |||
Rent expense | $ 13,600 | $ 11,400 | $ 10,700 |
Proceeds from sale-leaseback transactions | 0 | 0 | $ 2,017 |
Term of lease | 7 years | ||
Deferred credits | 2,400 | 2,500 | |
Property, plant, and equipment grants from Ireland | 147 | 170 | $ 171 |
Irish grants refundable if operations discontinued | $ 3,000 | ||
Remaining grant liability period | 1 year | ||
Royalty expense | $ 4,400 | $ 3,200 | $ 2,700 |
Minimum | |||
Other Commitments [Line Items] | |||
Grant period | 5 years | ||
Maximum | |||
Other Commitments [Line Items] | |||
Grant period | 8 years |
Earnings Per Common Share (EP74
Earnings Per Common Share (EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Net income, basic | $ 27,523 | $ 20,121 | $ 23,802 | ||||||||
Basic (in shares) | 48,805 | 44,408 | 44,036 | ||||||||
Basic (in dollars per share) | $ 0.14 | $ (0.07) | $ 0.19 | $ 0.33 | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.56 | $ 0.45 | $ 0.54 |
Effect of dilutive stock options and warrants (in shares) | 1,296 | 454 | 475 | ||||||||
Net income, diluted | $ 27,523 | $ 20,121 | $ 23,802 | ||||||||
Diluted (in shares) | 50,101 | 44,862 | 44,511 | ||||||||
Diluted (in dollars per share) | $ 0.13 | $ (0.07) | $ 0.19 | $ 0.32 | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.55 | $ 0.45 | $ 0.53 |
Antidilutive securities excluded from EPS (in shares) | 381 | 727 | 423 |
Employee Stock Purchase Plan,75
Employee Stock Purchase Plan, Stock Options and Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost not yet recognized | $ 15.1 | ||
Compensation cost not yet recognized, period of recognition | 3 years 5 months 16 days | ||
Options granted in period (in shares) | 1,300,000 | 880,000 | 618,000 |
Fair value of options, net of forfeitures | $ 12.4 | $ 5.2 | $ 3.7 |
Options granted in period, weighted average grant date fair value (in dollars per share) | $ 9.57 | $ 5.94 | $ 5.98 |
2006 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 500,000 | ||
2006 Incentive Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option contractual life | 7 years | ||
2006 Incentive Plan | Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
2006 Incentive Plan | Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
2006 Incentive Plan | Performance Shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Employee Stock Purchase Plan Qualified | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 126,863 | ||
Purchase price for ESPP, percent of market price | 95.00% |
Employee Stock Purchase Plan,76
Employee Stock Purchase Plan, Stock Options and Warrants - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | $ 4,075 | $ 2,506 | $ 2,243 |
Cost of goods sold | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | 632 | 472 | 398 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | 376 | 184 | 122 |
Selling, general, and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | $ 3,067 | $ 1,850 | $ 1,723 |
Employee Stock Purchase Plan,77
Employee Stock Purchase Plan, Stock Options and Warrants - Fair Value Calculation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate, minimum | 1.77% | 1.15% | 1.53% |
Risk-free interest rate, maximum | 1.83% | 1.40% | 1.66% |
Expected option life | 5 years | 5 years | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected price volatility, minimum | 33.81% | 34.28% | 33.72% |
Expected price volatility, maximum | 34.07% | 37.06% | 35.11% |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option life | 5 years |
Employee Stock Purchase Plan,78
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, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Total intrinsic value of stock options exercised | $ 9,264 | $ 3,648 | $ 7,548 | |
Cash received from stock option exercises | 5,552 | 4,577 | 6,227 | |
Excess tax benefit from the exercise of stock options | $ 2,264 | $ 669 | $ 2,124 | |
Number of Shares | ||||
Beginning balance (in shares) | 2,817 | |||
Granted (in shares) | 1,297 | |||
Exercised (in shares) | (404) | |||
Forfeited/expired (in shares) | (87) | |||
Outstanding at December 31 (in shares) | 3,623 | 2,817 | ||
Exercisable (in shares) | 1,110 | |||
Ending vested and expected to vest (in shares) | 3,484 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 20.40 | $ 15.32 | $ 20.40 | |
Granted (in dollars per share) | 29.31 | |||
Exercised (in dollars per share) | 14.02 | |||
Forfeited/expired (in dollars per share) | 18.79 | |||
Outstanding at December 31 (in dollars per share) | $ 20.40 | $ 15.32 | ||
Exercisable (in dollars per share) | 14.35 | |||
Ending vested and expected to vest (in dollars per share) | $ 20.23 | |||
Outstanding, remaining contractual term | 4 years 6 months 26 days | |||
Exercisable, remaining contractual term | 2 years 6 months 18 days | |||
Ending vested and expected to vest, remaining contractual term | 4 years 6 months 7 days | |||
Outstanding, intrinsic value | $ 82,615 | |||
Exercisable, intrinsic value | 32,019 | |||
Ending vested and expected to vest, intrinsic value | $ 80,052 |
Employee Stock Purchase Plan,79
Employee Stock Purchase Plan, Stock Options and Warrants - Options Outstanding (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / 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) | $ 38.35 |
Number outstanding (in shares) | shares | 3,623 |
Number exercisable (in shares) | shares | 1,110 |
$9.95 - $13.99 | |
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) | $ 13.75 |
Number outstanding (in shares) | shares | 925 |
Weighted Average Remaining Contractual Life (in years) | 2 years 2 months |
Weighted average exercise price (in dollars per share) | $ 12.65 |
Number exercisable (in shares) | shares | 713 |
Weighted average exercise price (in dollars per share) | $ 12.84 |
$16.05 - $21.98 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 13.77 |
Range of exercise, upper (in dollars per share) | $ 17.27 |
Number outstanding (in shares) | shares | 991 |
Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 16 days |
Weighted average exercise price (in dollars per share) | $ 16.18 |
Number exercisable (in shares) | shares | 294 |
Weighted average exercise price (in dollars per share) | $ 15.96 |
$22.00 - $34.4 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 18.80 |
Range of exercise, upper (in dollars per share) | $ 22 |
Number outstanding (in shares) | shares | 425 |
Weighted Average Remaining Contractual Life (in years) | 5 years |
Weighted average exercise price (in dollars per share) | $ 20.14 |
Number exercisable (in shares) | shares | 103 |
Weighted average exercise price (in dollars per share) | $ 20.18 |
$38.35 - $38.00 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 28.20 |
Range of exercise, upper (in dollars per share) | $ 38.35 |
Number outstanding (in shares) | shares | 1,282 |
Weighted Average Remaining Contractual Life (in years) | 6 years 3 months 17 days |
Weighted average exercise price (in dollars per share) | $ 29.33 |
Number exercisable (in shares) | shares | 0 |
Weighted average exercise price (in dollars per share) | $ 0 |
Segment Reporting and Foreign80
Segment Reporting and Foreign Operations - Narrative (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017USD ($)segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting [Abstract] | |||
Number of operating segments | segment | 2 | ||
Segment Reporting Information [Line Items] | |||
Foreign sales as a percent of total sales | 42.00% | 39.00% | 39.00% |
Foreign Sales | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 307.1 | $ 233.5 | $ 214 |
Foreign sales | $ 73.4 | $ 59.9 | $ 50.7 |
Segment Reporting and Foreign81
Segment Reporting and Foreign Operations - Sales by Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue from External Customer [Line Items] | |||||||||||
% Change | 21.00% | 11.00% | 21.00% | 11.00% | 6.00% | ||||||
Net Sales | $ 190,897 | $ 179,337 | $ 186,549 | $ 171,069 | $ 157,715 | $ 156,975 | $ 151,071 | $ 138,077 | $ 727,852 | $ 603,838 | $ 542,149 |
Cardiovascular Segment | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 21.00% | 11.00% | 21.00% | 11.00% | 6.00% | ||||||
Net Sales | $ 700,613 | $ 580,151 | $ 520,915 | ||||||||
Cardiovascular Segment | Stand-alone devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 44.00% | 23.00% | 44.00% | 23.00% | 8.00% | ||||||
Net Sales | $ 275,431 | $ 191,148 | $ 155,414 | ||||||||
Cardiovascular Segment | Custom kits and procedure trays | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 6.00% | 2.00% | 6.00% | 2.00% | 5.00% | ||||||
Net Sales | $ 126,114 | $ 119,226 | $ 116,368 | ||||||||
Cardiovascular Segment | Inflation devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 8.00% | 1.00% | 8.00% | 1.00% | 1.00% | ||||||
Net Sales | $ 79,875 | $ 73,916 | $ 73,373 | ||||||||
Cardiovascular Segment | Catheters | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 13.00% | 17.00% | 13.00% | 17.00% | 11.00% | ||||||
Net Sales | $ 127,747 | $ 113,367 | $ 96,833 | ||||||||
Cardiovascular Segment | Embolization devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 8.00% | 2.00% | 8.00% | 2.00% | 3.00% | ||||||
Net Sales | $ 49,532 | $ 46,035 | $ 45,025 | ||||||||
Cardiovascular Segment | CRM/EP | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 15.00% | 8.00% | 15.00% | 8.00% | 3.00% | ||||||
Net Sales | $ 41,914 | $ 36,459 | $ 33,902 | ||||||||
Endoscopy Segment | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
Net Sales | $ 27,239 | $ 23,687 | $ 21,234 | ||||||||
Endoscopy Segment | Endoscopy devices | |||||||||||
Revenue from External Customer [Line Items] | |||||||||||
% Change | 15.00% | 12.00% | 15.00% | 12.00% | 18.00% | ||||||
Net Sales | $ 27,239 | $ 23,687 | $ 21,234 |
Segment Reporting and Foreign82
Segment Reporting and Foreign Operations - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 292,820 | $ 276,573 | $ 267,778 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 202,504 | 194,715 | 186,389 |
Ireland | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 45,671 | 47,337 | 48,896 |
Other foreign countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 44,645 | $ 34,521 | $ 32,493 |
Segment Reporting and Foreign83
Segment Reporting and Foreign Operations - Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | $ 190,897 | $ 179,337 | $ 186,549 | $ 171,069 | $ 157,715 | $ 156,975 | $ 151,071 | $ 138,077 | $ 727,852 | $ 603,838 | $ 542,149 |
Operating expenses | 293,184 | 230,149 | 198,238 | ||||||||
Operating income (loss) | 13,219 | 879 | 13,362 | 5,609 | 12,602 | 2,987 | 11,581 | 7,706 | 33,069 | 34,876 | 37,543 |
Total other expense - net | 2,812 | (9,490) | (6,343) | ||||||||
Income tax expense | 4,474 | 1,364 | 1,830 | 690 | 2,116 | (978) | 2,572 | 1,555 | 8,358 | 5,265 | 7,398 |
NET INCOME | $ 6,806 | $ (3,569) | $ 9,483 | $ 14,803 | $ 7,507 | $ 973 | $ 7,290 | $ 4,351 | 27,523 | 20,121 | 23,802 |
Cardiovascular | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 700,613 | 580,151 | 520,915 | ||||||||
Operating expenses | 281,095 | 218,659 | 187,492 | ||||||||
Operating income (loss) | 24,819 | 30,053 | 34,052 | ||||||||
Endoscopy | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net Sales | 27,239 | 23,687 | 21,234 | ||||||||
Operating expenses | 12,089 | 11,490 | 10,746 | ||||||||
Operating income (loss) | $ 8,250 | $ 4,823 | $ 3,491 |
Segment Reporting and Foreign84
Segment Reporting and Foreign Operations - Assets, Depreciation, Amortization and Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 1,111,811 | $ 942,803 | $ 778,728 |
Depreciation and amortization | 53,582 | 43,755 | 37,425 |
Capital expenditures | 38,623 | 32,837 | 50,959 |
Cardiovascular | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 1,103,806 | 932,927 | 767,952 |
Depreciation and amortization | 52,700 | 42,806 | 36,474 |
Capital expenditures | 38,437 | 32,613 | 50,927 |
Endoscopy | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 8,005 | 9,876 | 10,776 |
Depreciation and amortization | 882 | 949 | 951 |
Capital expenditures | $ 186 | $ 224 | $ 32 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Minimum age for participation (in years) | 18 years | ||
Minimum time at the company for participation (in days) | 90 days | ||
Total paid into 401(k) | $ 2,400 | $ 2,300 | $ 2,000 |
Non-US | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Total paid into 401(k) | $ 2,300 | $ 1,100 | $ 893 |
Non-US | Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 2.00% | ||
Non-US | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 32.00% | ||
Non-US | Management | Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 2.00% | ||
Non-US | Management | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 32.00% |
Quarterly Results of Operatio86
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 190,897 | $ 179,337 | $ 186,549 | $ 171,069 | $ 157,715 | $ 156,975 | $ 151,071 | $ 138,077 | $ 727,852 | $ 603,838 | $ 542,149 |
Gross profit | 85,656 | 80,514 | 84,141 | 75,942 | 70,256 | 67,815 | 66,854 | 60,100 | 326,253 | 265,025 | 235,781 |
Income from operations | 13,219 | 879 | 13,362 | 5,609 | 12,602 | 2,987 | 11,581 | 7,706 | 33,069 | 34,876 | 37,543 |
Income tax expense | 4,474 | 1,364 | 1,830 | 690 | 2,116 | (978) | 2,572 | 1,555 | 8,358 | 5,265 | 7,398 |
Net income | $ 6,806 | $ (3,569) | $ 9,483 | $ 14,803 | $ 7,507 | $ 973 | $ 7,290 | $ 4,351 | $ 27,523 | $ 20,121 | $ 23,802 |
Basic (in dollars per share) | $ 0.14 | $ (0.07) | $ 0.19 | $ 0.33 | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.56 | $ 0.45 | $ 0.54 |
Diluted (in dollars per share) | $ 0.13 | $ (0.07) | $ 0.19 | $ 0.32 | $ 0.17 | $ 0.02 | $ 0.16 | $ 0.10 | $ 0.55 | $ 0.45 | $ 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, 2017 | Dec. 31, 2016 |
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 | 0 |
Foreign currency contract liabilities, current and long-term | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts | 5,749 | 4,991 |
Foreign currency contract liabilities, current and long-term | 621 | 354 |
Foreign currency contract liabilities, current and long-term | (1,391) | (464) |
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 | 0 |
Foreign currency contract liabilities, current and long-term | 0 | 0 |
Estimate of Fair Value, Fair Value Disclosure | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts | 5,749 | 4,991 |
Foreign currency contract liabilities, current and long-term | 621 | 354 |
Foreign currency contract liabilities, current and long-term | $ (1,391) | $ (464) |
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, 2017 | Dec. 31, 2016 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 683 | $ 1,024 |
Contingent consideration liability recorded as the result of acquisitions | 10,400 | 0 |
Fair value adjustments recorded to income during the period | (66) | (123) |
Contingent payments made | (61) | (218) |
Ending balance | $ 10,956 | $ 683 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) - Contingent Consideration - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Contingent consideration liability | $ 10,956 | $ 683 | $ 1,024 |
Revenue-based Payments | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Contingent consideration liability | $ 10,956 | $ 683 | |
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 | 9.90% | 10.00% | |
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 asset | $ 760 | $ 528 | |
Other Payments | Discounted Cash Flow | Fair Value, Inputs, Level 3 | |||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | |||
Probability of milestone payment | 75.00% | 57.00% | |
Discount rate | 10.00% | 10.00% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of other assets | $ 988 | $ 101 | $ 141 |
Other Payments | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining contingent receivable asset | 760 | 528 | |
Contingent Receivable | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (loss) on contingent receivable | 232 | (184) | |
Other Long-term Obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability, noncurrent | 10,700 | 595 | |
Accrued expenses | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability, current | 289 | 88 | |
Other assets (long-term) | Contingent Receivable | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining contingent receivable asset | 319 | 367 | |
Other Current Assets | Contingent Receivable | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Remaining contingent receivable asset | $ 441 | $ 161 |
Issuance of Common Stock (Detai
Issuance of Common Stock (Details) - USD ($) $ in Thousands | Mar. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||||
Common stock shares issued (in shares) | 5,175,000 | 50,248,000 | 44,645,000 | |
Proceeds from issuance of common stock | $ 136,600 | $ 143,810 | $ 5,271 | $ 6,668 |
Underwriting discounts and commissions | 8,800 | |||
Other direct costs incurred | $ 816 | $ 816 | $ 0 | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | Feb. 14, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Subsequent Event [Line Items] | ||||
Payments to acquire intangible assets | $ 2,577 | $ 2,217 | $ 1,956 | |
Subsequent Event | Becton, Dickinson and Company | ||||
Subsequent Event [Line Items] | ||||
Payments to acquire intangible assets | $ 100,100 |
Schedule II - Valuation and q93
Schedule II - Valuation and qualifying accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ (1,587) | $ (1,297) | $ (893) |
Additions Charged to Costs and Expenses | (1,012) | (612) | (607) |
Deduction | 830 | 322 | 203 |
Balance at End of Year | (1,769) | (1,587) | (1,297) |
Tax Valuation Allowance | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | (3,786) | (1,981) | (1,603) |
Additions Charged to Costs and Expenses | (636) | (1,805) | (378) |
Deduction | 0 | 0 | 0 |
Balance at End of Year | $ (4,422) | $ (3,786) | $ (1,981) |