Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document Information [Abstract] | ||
Entity Registrant Name | MERIT MEDICAL SYSTEMS INC | |
Entity Central Index Key | 0000856982 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 55,004,915 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 49,522 | $ 67,359 |
Trade receivables — net of allowance for uncollectible accounts — 2019 — $2,406 and 2018 — $2,355 | 146,488 | 137,174 |
Other receivables | 10,694 | 11,879 |
Inventories | 198,922 | 197,536 |
Prepaid expenses and current other assets | 11,220 | 11,326 |
Prepaid income taxes | 3,620 | 3,627 |
Income tax refund receivables | 1,317 | 933 |
Total current assets | 421,783 | 429,834 |
PROPERTY AND EQUIPMENT: | ||
Land and land improvements | 26,764 | 26,801 |
Buildings | 152,974 | 151,251 |
Manufacturing equipment | 225,402 | 221,029 |
Furniture and fixtures | 55,378 | 54,765 |
Leasehold improvements | 34,221 | 33,678 |
Construction-in-progress | 61,304 | 53,491 |
Total property and equipment | 556,043 | 541,015 |
Less accumulated depreciation | (215,279) | (209,563) |
Property and equipment — net | 340,764 | 331,452 |
OTHER ASSETS: | ||
Intangible assets | 77,104 | 79,566 |
Goodwill | 334,951 | 335,433 |
Deferred income tax assets | 3,083 | 3,001 |
Right-of-use operating lease assets | 80,453 | |
Other assets | 60,052 | 57,579 |
Total other assets | 927,246 | 858,726 |
TOTAL | 1,689,793 | 1,620,012 |
CURRENT LIABILITIES: | ||
Trade payables | 51,680 | 54,024 |
Accrued expenses | 91,310 | 96,173 |
Current portion of long-term debt | 22,000 | 22,000 |
Short-term operating lease liability | 11,825 | |
Income taxes payable | 1,644 | 3,146 |
Total current liabilities | 178,459 | 175,343 |
LONG-TERM DEBT | 362,187 | 373,152 |
DEFERRED INCOME TAX LIABILITIES | 56,324 | 56,363 |
LONG-TERM INCOME TAXES PAYABLE | 392 | 392 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 3,013 | 3,013 |
DEFERRED COMPENSATION PAYABLE | 12,480 | 11,219 |
DEFERRED CREDITS | 2,227 | 2,261 |
LONG-TERM OPERATING LEASE LIABILITY | 72,243 | |
OTHER LONG-TERM OBLIGATIONS | 62,357 | 65,494 |
Total liabilities | 749,682 | 687,237 |
COMMITMENTS AND CONTINGENCIES (Notes 5, 10, 11, 14 and 15) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock — 5,000 shares authorized as of March 31, 2019 and December 31, 2018; no shares issued | 0 | 0 |
Common stock, no par value; shares authorized — 2019 and 2018 - 100,000; issued and outstanding as of March 31, 2019 - 54,995 and December 31, 2018 - 54,893 | 574,946 | 571,383 |
Retained earnings | 369,713 | 363,425 |
Accumulated other comprehensive loss | (4,548) | (2,033) |
Total stockholders’ equity | 940,111 | 932,775 |
TOTAL | 1,689,793 | 1,620,012 |
Developed technology — net of accumulated amortization — 2019 — $113,765 and 2018 — $102,357 | ||
OTHER ASSETS: | ||
Intangible assets | 371,603 | 383,147 |
Other — net of accumulated amortization — 2019 — $52,469 and 2018 — $49,136 | ||
OTHER ASSETS: | ||
Intangible assets | $ 77,104 | $ 79,566 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Trade receivables, allowances | $ 2,406 | $ 2,355 |
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 52,469 | $ 49,136 |
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 dollars per share) | ||
Common stock shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock shares issued (in shares) | 54,995,000 | 54,893,000 |
Common stock shares outstanding (in shares) | 54,995,000 | 54,893,000 |
Developed technology | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 113,765 | $ 102,357 |
Other | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 52,469 | $ 49,136 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Statement [Abstract] | ||
NET SALES | $ 238,349 | $ 203,035 |
COST OF SALES | 133,713 | 114,979 |
GROSS PROFIT | 104,636 | 88,056 |
OPERATING EXPENSES: | ||
Selling, general and administrative | 78,270 | 64,913 |
Research and development | 16,043 | 14,322 |
Contingent consideration expense | 775 | 40 |
Acquired in-process research and development | 25 | 0 |
Total operating expenses | 95,113 | 79,275 |
INCOME FROM OPERATIONS | 9,523 | 8,781 |
OTHER INCOME (EXPENSE): | ||
Interest income | 357 | 146 |
Interest expense | (2,764) | (2,398) |
Other expense - net | (270) | (170) |
Total other expense — net | (2,677) | (2,422) |
INCOME BEFORE INCOME TAXES | 6,846 | 6,359 |
INCOME TAX EXPENSE | 651 | 1,090 |
NET INCOME | $ 6,195 | $ 5,269 |
EARNINGS PER COMMON SHARE: | ||
Basic (in dollars per share) | $ 0.11 | $ 0.10 |
Diluted (in dollars per share) | $ 0.11 | $ 0.10 |
AVERAGE COMMON SHARES: | ||
Basic (in shares) | 54,917 | 50,277 |
Diluted (in shares) | 56,490 | 51,910 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 6,195 | $ 5,269 |
Other comprehensive income (loss): | ||
Cash flow hedges | (2,577) | 1,992 |
Income tax benefit (expense) | 663 | (512) |
Foreign currency translation adjustment | (615) | 2,592 |
Income tax benefit | 14 | 0 |
Total other comprehensive income (loss) | (2,515) | 4,072 |
Total comprehensive income | $ 3,680 | $ 9,341 |
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, 2017 | $ 676,334 | $ 353,392 | $ 321,408 | $ 1,534 |
Beginning balance (in shares) at Dec. 31, 2017 | 50,248 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 5,269 | |||
Other comprehensive income/loss | 4,072 | 4,072 | ||
Stock-based compensation expense | 1,256 | $ 1,256 | ||
Options exercised | 1,286 | $ 1,286 | ||
Options exercised (in shares) | 91 | |||
Issuance of common stock under Employee Stock Purchase Plans | 294 | $ 294 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 7 | |||
Ending balance at Mar. 31, 2018 | 688,511 | $ 356,228 | 326,677 | 5,606 |
Ending balance (in shares) at Mar. 31, 2018 | 50,346 | |||
Beginning balance at Dec. 31, 2018 | $ 932,775 | $ 571,383 | 363,425 | (2,033) |
Beginning balance (in shares) at Dec. 31, 2018 | 54,893 | 54,893 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | $ 6,195 | |||
Other comprehensive income/loss | (2,515) | (2,515) | ||
Stock-based compensation expense | 1,766 | $ 1,766 | ||
Options exercised | 1,365 | $ 1,365 | ||
Options exercised (in shares) | 95 | |||
Issuance of common stock under Employee Stock Purchase Plans | 432 | $ 432 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 7 | |||
Ending balance at Mar. 31, 2019 | $ 940,111 | $ 574,946 | $ 369,713 | $ (4,548) |
Ending balance (in shares) at Mar. 31, 2019 | 54,995 | 54,995 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 6,195 | $ 5,269 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 22,348 | 15,284 |
Loss on sales and/or abandonment of property and equipment | 288 | 351 |
Amortization of right-of-use operating lease assets | 2,964 | |
Write-off of patents and intangible assets | 0 | 57 |
Acquired in-process research and development | 25 | 0 |
Amortization of deferred credits | (35) | (36) |
Amortization of long-term debt issuance costs | 201 | 201 |
Stock-based compensation expense | 1,766 | 1,256 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Trade receivables | (11,557) | (13,166) |
Other receivables | 1,070 | 898 |
Inventories | (1,340) | (5,388) |
Prepaid expenses and other current assets | 19 | (1,223) |
Prepaid income taxes | (53) | (72) |
Income tax refund receivables | (442) | (205) |
Other assets | (2,092) | (491) |
Trade payables | (878) | 8,409 |
Accrued expenses | (3,450) | (2,395) |
Income taxes payable | (879) | (480) |
Deferred compensation payable | 1,261 | 3 |
Operating lease liabilities | (3,054) | |
Other long-term obligations | 1,148 | (337) |
Total adjustments | 7,310 | 2,666 |
Net cash provided by operating activities | 13,505 | 7,935 |
Capital expenditures for: | ||
Property and equipment | (18,255) | (16,239) |
Intangible assets | (853) | (885) |
Proceeds from the sale of property and equipment | 3 | 3 |
Cash paid in acquisitions, net of cash acquired | (1,942) | (100,195) |
Net cash used in investing activities | (21,047) | (117,316) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 1,733 | 1,511 |
Proceeds from issuance of long-term debt | 43,119 | 256,971 |
Payments on long-term debt | (54,119) | (148,971) |
Contingent payments related to acquisitions | (554) | (15) |
Net cash provided by (used in) financing activities | (9,821) | 109,496 |
EFFECT OF EXCHANGE RATES ON CASH | (474) | 1,720 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (17,837) | 1,835 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 67,359 | 32,336 |
End of period | 49,522 | 34,171 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest (net of capitalized interest of $241 and $146, respectively) | 2,721 | 2,383 |
Income taxes | 1,934 | 1,810 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment purchases in accounts payable | 4,588 | $ 1,752 |
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | $ 1,162 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Cash Flows [Abstract] | ||
Net capitalized interest | $ 241 | $ 146 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three-month periods ended March 31, 2019 and 2018 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of March 31, 2019 and December 31, 2018 , and our results of operations and cash flows for the three-month periods ended March 31, 2019 and 2018 . The results of operations for the three-month periods ended March 31, 2019 and 2018 are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K (the "2018 Form 10-K") for the year ended December 31, 2018 , which was filed with the Securities and Exchange Commission (the "SEC") on March 1, 2019 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories. Inventories at March 31, 2019 and December 31, 2018 , consisted of the following (in thousands): March 31, December 31, 2019 2018 Finished goods $ 117,112 $ 117,703 Work-in-process 20,192 14,380 Raw materials 61,618 65,453 Total Inventories $ 198,922 $ 197,536 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation Expense | Stock-Based Compensation Expense. The stock-based compensation expense before income tax expense for the three months ended March 31, 2019 and 2018 , consisted of the following (in thousands): Three Months Ended March 31, 2019 2018 Cost of sales $ 252 $ 184 Research and development 192 124 Selling, general and administrative 1,322 948 Stock-based compensation expense before taxes $ 1,766 $ 1,256 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 March 31, 2019 , the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $32.8 million and was expected to be recognized over a weighted average period of 3.48 years. During the three-month period ended March 31, 2019 , we granted stock-based awards representing 909,603 shares of our common stock. During the three-month period ended March 31, 2018, we granted stock-based awards representing 492,002 shares of our common stock. We use the Black-Scholes methodology to value the stock-based compensation expense for options. In applying the Black-Scholes methodology to the option grants, the fair value of our stock-based awards granted was estimated using the following assumptions for the periods indicated below: Three Months Ended March 31, 2019 2018 Risk-free interest rate 2.42% - 2.56% 2.63% Expected option term 3.0 - 5.0 years 5.0 years Expected dividend yield — — Expected price volatility 28.93% - 33.69% 34.32% |
Earnings Per Common Share (EPS)
Earnings Per Common Share (EPS) | 3 Months Ended |
Mar. 31, 2019 | |
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 Three-month period ended March 31, 2019: Basic EPS $ 6,195 54,917 $ 0.11 Effect of dilutive stock options 1,573 Diluted EPS $ 6,195 56,490 $ 0.11 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 976 Three-month period ended March 31, 2018: Basic EPS $ 5,269 50,277 $ 0.10 Effect of dilutive stock options 1,633 Diluted EPS $ 5,269 51,910 $ 0.10 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 184 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions. On March 28, 2019, we paid $2 million to acquire convertible participating preferred shares of Fluidx Medical Technology, LLC ("Fluidx"), owner of certain technology proposed to be used in the development of embolic and adhesive agents for use in arterial, venous, vascular graft and cardiovascular applications inside and outside the heart and related appendages. Our investment in Fluidx has been recorded as an equity investment accounted for at cost and reflected within other assets in the accompanying consolidated balance sheets because we are not able to exercise significant influence over the operations of Fluidx. Our total current investment in Fluidx represents an ownership of approximately 12.7% of the outstanding equity interests of Fluidx. On December 14, 2018, we consummated an acquisition transaction contemplated by an asset purchase agreement with Vascular Insights, LLC and VI Management, Inc. (combined "Vascular Insights") and acquired Vascular Insight's intellectual property rights, inventory and certain other assets, including, the ClariVein® IC system and the ClariVein OC system. The ClariVein systems are specialty infusion and occlusion catheter systems with rotating wire tips designed for the controlled 360-degree dispersion of physician-specified agents to the targeted treatment area. We accounted for this acquisition as a business combination. The purchase consideration included an upfront payment of $40 million , and we are obligated to pay up to an additional $20 million based on achieving certain revenue milestones specified in the asset purchase agreement. The sales and results of operations related to this acquisition have been included in our cardiovascular segment. During the three-month period ended March 31, 2019 , net sales of products acquired from Vascular Insights were approximately $1.5 million . It is not practical to separately report earnings related to the products acquired from Vascular Insights, as we cannot split out sales costs related solely to the products we acquired from Vascular Insights, principally because our sales representatives sell multiple products (including the products we acquired from Vascular Insights) in our cardiovascular business segment. Acquisition-related costs associated with the Vascular Insights acquisition, which were included in selling, general and administrative expenses during the year ended December 31, 2018, were not material. We are in the process of finalizing the net working capital adjustment pursuant to the asset purchase agreement. The purchase price was preliminarily allocated as follows (in thousands): Inventories $ 1,353 Intangibles Developed technology 32,750 Customer list 840 Trademarks 1,410 Goodwill 21,847 Total net assets acquired $ 58,200 We are amortizing the developed technology intangible asset acquired from Vascular Insights over 12 years , the related trademarks over nine years and the customer list on an accelerated basis over eight years . The total weighted-average amortization period for these acquired intangible assets is approximately 11.8 years . On November 13, 2018, we consummated an acquisition transaction contemplated by a merger agreement to acquire Cianna Medical, Inc. ("Cianna Medical"). The purchase consideration consisted of an upfront payment of $135 million plus a final working capital adjustment of approximately $1.2 million in cash, with potential earn-out payments of up to an additional $15 million for achievement of supply chain and scalability metrics and up to an additional $50 million for the achievement of sales milestones. Cianna Medical developed the first non-radioactive, wire-free breast cancer localization system. Its SCOUT® and SAVI® Brachy technologies are FDA-cleared and address unmet needs in the delivery of radiation therapy, tumor localization and surgical guidance. We accounted for this acquisition as a business combination. During the three-month period ended March 31, 2019 , net sales of Cianna Medical products were approximately $12.8 million . It is not practical to separately report earnings related to the products acquired from Cianna Medical, as we cannot split out sales costs related solely to the products we acquired from Cianna Medical, principally because our sales representatives sell multiple products (including the products we acquired from Cianna Medical) in our cardiovascular business segment. Acquisition-related costs associated with the Cianna Medical acquisition, which were included in selling, general and administrative expenses during the year ended December 31, 2018, were approximately $3.5 million . The following table summarizes the preliminary purchase price allocated to the net assets acquired from Cianna Medical (in thousands): Assets Acquired Trade receivables $ 6,151 Inventories 5,803 Prepaid expenses and other current assets 315 Property and equipment 1,047 Other long-term assets 14 Intangibles Developed technology 134,510 Customer lists 3,330 Trademarks 7,080 Goodwill 65,802 Total assets acquired 224,052 Liabilities Assumed Trade payables (1,497 ) Accrued expenses (2,384 ) Other long-term liabilities (1,527 ) Deferred income tax liabilities (30,363 ) Total liabilities assumed (35,771 ) Total net assets acquired $ 188,281 We are amortizing the developed technology intangible assets of Cianna Medical over 11 years , the related trademarks over ten years and the customer lists on an accelerated basis over eight years . The total weighted-average amortization period for these acquired intangible assets is approximately 10.7 years . On May 23, 2018, we entered into an asset purchase agreement with DirectACCESS Medical, LLC (“DirectACCESS”) to acquire its assets, including, certain product distribution agreements for the FirstChoice™ Ultra High Pressure PTA Balloon Catheter. We accounted for this acquisition as a business combination. The purchase price for the assets was approximately $7.3 million . 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 DirectACCESS acquisition, which were included in selling, general and administrative expenses during the year ended December 31, 2018, were not material. The purchase price was preliminarily allocated as follows (in thousands): Inventories $ 971 Intangibles Developed technology 4,840 Customer list 120 Trademarks 400 Goodwill 938 Total net assets acquired $ 7,269 We are amortizing the developed technology intangible asset of DirectACCESS over ten years , the related trademarks over ten years and the customer list on an accelerated basis over five years . The total weighted-average amortization period for these acquired intangible assets is approximately 9.9 years . On February 14, 2018, we acquired certain divested assets from Becton, Dickinson and Company ("BD"), for an aggregate purchase price of $100.3 million . The assets acquired include the soft tissue core needle biopsy products sold under the tradenames of Achieve® Programmable Automatic Biopsy System, Temno® Biopsy System, Tru-Cut® Biopsy Needles as well as Aspira® Pleural Effusion Drainage Kits, and the Aspira® Peritoneal Drainage System. We accounted for this acquisition as a business combination. During the three-month periods ended March 31, 2019 and 2018 , our net sales of BD products were approximately $11.6 million and $6.3 million , respectively. It is not practical to separately report earnings related to the products acquired from BD, as we cannot split out sales costs related solely to the products we acquired from BD, principally because our sales representatives sell multiple products (including the products we acquired from BD) in our cardiovascular business segment. Acquisition-related costs associated with the BD acquisition, which were included in selling, general and administrative expenses during the year ended December 31, 2018, were approximately $1.8 million . The following table summarizes the purchase price allocated to the assets acquired from BD (in thousands): Inventories $ 5,804 Property and equipment 748 Intangibles Developed technology 74,000 Customer list 4,200 Trademarks 4,900 In-process technology 2,500 Goodwill 9,728 Total net assets acquired $ 101,880 We are amortizing the developed technology intangible assets acquired from BD over eight years , the related trademarks over nine years and the customer lists on an accelerated basis over seven years . The total weighted-average amortization period for these acquired intangible assets is eight years . The following table summarizes our consolidated results of operations for the three-month period ended March 31, 2018, as well as unaudited pro forma consolidated results of operations as though the acquisition of Cianna Medical and Vascular Insights had occurred on January 1, 2017 (in thousands, except per common share amounts): Three Months Ended March 31, 2018 As Reported Pro Forma Net sales $ 203,035 $ 222,440 Net income 5,269 (2,050 ) Earnings per common share: Basic $ 0.10 $ (0.04 ) Diluted $ 0.10 $ (0.04 ) * The pro forma results for the three-month period ended March 31, 2019 are not included in the table above because the operating results for the Cianna Medical and Vascular Insights acquisitions were included in our consolidated statements of income for this period. 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 and interest expense on long-term debt. The pro forma information should not be considered indicative of actual results that would have been achieved if the acquisition of Cianna Medical and Vascular Insights had occurred on January 1, 2017, or results that may be obtained in any future period. The pro forma consolidated results of operations do not include the acquisition of assets from BD because it was deemed impracticable to obtain information to determine net income associated with the acquired product lines which represent a small product line of a large, consolidated company without standalone financial information. The pro forma consolidated results of operations do not include the DirectACCESS acquisition as we do not deem the pro forma effect of this transaction to be material. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customers | Revenue from Contracts with Customers. In accordance with Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASC 606"), we recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Disaggregation of Revenue The disaggregation of revenue is based on type of product and geographical region. For descriptions of our product offerings and segments, see Note 13 in our 2018 Form 10-K. The following tables present revenue from contracts with customers for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 United States International Total United States International Total Cardiovascular Stand-alone devices $ 53,400 $ 42,027 $ 95,427 $ 44,010 $ 39,236 $ 83,246 Cianna Medical 12,849 — 12,849 — — — Custom kits and procedure trays 22,055 10,888 32,943 22,318 10,954 33,272 Inflation devices 7,972 14,045 22,017 7,668 14,751 22,419 Catheters 19,412 23,627 43,039 15,270 18,595 33,865 Embolization devices 4,706 7,121 11,827 5,033 7,554 12,587 CRM/EP 10,098 2,280 12,378 8,838 1,628 10,466 Total 130,492 99,988 230,480 103,137 92,718 195,855 Endoscopy Endoscopy devices 7,568 301 7,869 6,918 262 7,180 Total $ 138,060 $ 100,289 $ 238,349 $ 110,055 $ 92,980 $ 203,035 |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting. We report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of cardiology and radiology medical device products which assist in diagnosing and treating coronary artery disease, peripheral vascular disease and other non-vascular diseases and includes embolotherapeutic, cardiac rhythm management ("CRM"), electrophysiology ("EP"), critical care, interventional oncology and spine devices, and our Cianna Medical product line. Our endoscopy segment focuses on the gastroenterology, pulmonary and thoracic surgery specialties, with a portfolio consisting primarily of stents, dilation balloons, certain inflation devices, guide wires, and other disposable products, as well as the products related to our distribution agreement with NinePoint Medical Inc. ("NinePoint Medical"). We evaluate the performance of our operating segments based on net sales and operating income. Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three-month periods ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Net Sales Cardiovascular $ 230,480 $ 195,855 Endoscopy 7,869 7,180 Total net sales $ 238,349 $ 203,035 Operating Income Cardiovascular 7,619 6,397 Endoscopy 1,904 2,384 Total operating income 9,523 8,781 Total other expense - net (2,677 ) (2,422 ) Income tax expense 651 1,090 Net income $ 6,195 $ 5,269 |
Recently Issued Financial Accou
Recently Issued Financial Accounting Standards | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards. Recently Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASC 842"), which requires lessees to recognize right-of-use ("ROU") assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. We adopted ASC 842 on January 1, 2019 using 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 did not require any transition accounting for leases that expired before the earliest comparative period presented. The adoption of this standard resulted in the recording of ROU assets and lease liabilities for all of our lease agreements with original terms of greater than one year. The adoption of ASC 842 did not have a significant impact on our consolidated statements of operations or cash flows. See Note 14 for the required disclosures relating to our lease agreements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation - Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This standard became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements. 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 U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act, which was enacted in December 2017 (the "2017 Tax Act"). ASU 2018-02 became effective for us on January 1, 2019. The adoption of this standard did not 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 became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes. Our provision for income taxes for the three months ended March 31, 2019 and 2018 was a tax expense of approximately $651,000 and $1.1 million , respectively, which resulted in an effective tax rate of 9.5% and 17.1% |
Revolving Credit Facility and L
Revolving Credit Facility and Long-Term Debt | 3 Months Ended |
Mar. 31, 2019 | |
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 March 31, 2019 and December 31, 2018 , consisted of the following (in thousands): March 31, 2019 December 31, 2018 2016 Term loan $ 68,750 $ 72,500 2016 Revolving credit loans 308,750 316,000 Collateralized debt facility 7,000 7,000 Less unamortized debt issuance costs (313 ) (348 ) Total long-term debt 384,187 395,152 Less current portion 22,000 22,000 Long-term portion $ 362,187 $ 373,152 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, on December 13, 2017 to increase the revolving credit commitment by $100 million to $375 million , and on March 28, 2018 to amend certain debt covenants. 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 also carries 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) January 1, 2018 and thereafter 3.5 to 1.0 Consolidated EBITDA (2) 1.25 to 1.0 Consolidated Net Income (3) $0 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 March 31, 2019 , we believe we were in compliance with all covenants set forth in the Second Amended Credit Agreement. As of March 31, 2019 , we had outstanding borrowings of approximately $377.5 million under the Second Amended Credit Agreement, with additional available borrowings of approximately $65.5 million , based on the leverage ratio required pursuant to the Second Amended Credit Agreement. Our interest rate as of March 31, 2019 was a fixed rate of 2.62% on $175 million as a result an interest rate swap (see Note 11) and a variable floating rate of 4.00% on $202.5 million . Our interest rate as of December 31, 2018 was a fixed rate of 2.12% on $175 million as a result of an interest rate swap and a variable floating rate of 3.52% on $213.5 million . Collateralized Debt Facility On January 11, 2019, we renewed our loan agreement with HSBC Bank USA, National Association ("HSBC Bank") whereby HSBC Bank agreed to provide us with a loan in the amount of $7.0 million . The loan matured and was settled on April 10, 2019. The loan agreement bore interest at the three-month London Inter-Bank Offered Rate (“LIBOR”) plus 1.0% , which reset quarterly. The loan was secured by assets having a value not less than the outstanding loan balance. The loan contained covenants, representations and warranties and other terms customary for loans of this nature. As of March 31, 2019 , our interest rate on the loan was a variable rate of 3.43% . Future Payments Future minimum principal payments on our long-term debt as of March 31, 2019 , are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments Remaining 2019 $ 18,250 2020 17,500 2021 348,750 Total future minimum principal payments $ 384,500 |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2019 | |
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 instruments 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. When the hedged transaction occurs, gains or losses are 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. 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. Derivative Instruments Designated as Cash Flow Hedges On August 5, 2016, we entered into a pay-fixed, receive-variable interest rate swap with a current notional amount of $175 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 interest rate swap is scheduled to expire on July 6, 2021. At March 31, 2019 and December 31, 2018 , our interest rate swap qualified as a cash flow hedge. The fair value of our interest rate swap at March 31, 2019 was an asset of approximately $4.3 million , which was partially offset by approximately $1.1 million in deferred taxes. The fair value of our interest rate swap at December 31, 2018 was an asset of approximately $5.8 million , which was offset by approximately $1.5 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, Korean 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. Derivative Instruments Designated as Cash Flow Hedges We enter 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 150 cash flow foreign currency hedges every month. As of March 31, 2019 , 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 Australian Dollar AUD 3,100 Canadian Dollar CAD 3,850 Swiss Franc CHF 2,125 Chinese Renminbi CNY 238,000 Danish Krone DKK 15,725 Euro EUR 18,065 British Pound GBP 4,915 Japanese Yen JPY 1,305,000 Korean Won KRW 3,750,000 Mexican Peso MXN 215,500 Swedish Krona SEK 25,180 Derivative Instruments 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 March 31, 2019 , 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 11,400 Brazilian Real BRL 9,000 Canadian Dollar CAD 1,136 Swiss Franc CHF 500 Chinese Renminbi CNY 50,920 Danish Krone DKK 4,550 Euro EUR 7,293 British Pound GBP 3,350 Hong Kong Dollar HKD 11,000 Japanese Yen JPY 265,000 Korean Won KRW 5,500,000 Mexican Peso MXN 18,000 Swedish Krona SEK 12,000 Singapore Dollar SGD 8,500 Balance Sheet Presentation of Derivative Instruments. As of March 31, 2019 , and December 31, 2018 , all derivative instruments, 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 was as follows on the dates indicated (in thousands): Fair Value Balance Sheet Location March 31, 2019 December 31, 2018 Derivative instruments designated as hedging instruments Assets Interest rate swap Other assets (long-term) $ 4,321 $ 5,772 Foreign currency forward contracts Prepaid expenses and other assets 636 613 Foreign currency forward contracts Other assets (long-term) 162 151 Liabilities Foreign currency forward contracts Accrued expenses (1,458 ) (711 ) Foreign currency forward contracts Other long-term obligations (194 ) (101 ) Derivative instruments not designated as hedging instruments Assets Foreign currency forward contracts Prepaid expenses and other assets $ 633 $ 814 Liabilities Foreign currency forward contracts Accrued expenses (405 ) (796 ) Income Statement Presentation of Derivative Instruments. Derivative Instruments 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 income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): Amount of Gain/(Loss) recognized in OCI Consolidated Statements of Income Amount of Gain/(Loss) reclassified from AOCI Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, 2019 2018 2019 2018 2019 2018 Derivative instrument Location in statements of income Interest rate swaps $ (857 ) $ 2,120 Interest expense $ (2,764 ) $ (2,398 ) $ 595 $ 213 Foreign currency forward contracts (1,013 ) 174 Revenue 238,349 203,035 194 (151 ) Cost of sales (133,713 ) (114,979 ) (82 ) 241 As of March 31, 2019 , approximately $1.1 million , or $0.8 million 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 March 31, 2019 , approximately $2.2 million , or $1.7 million after taxes, was expected to be reclassified from accumulated other comprehensive income to earnings in interest expense over the succeeding twelve months. Derivative Instruments Not Designated as Hedging Instruments The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the periods presented (in thousands): Three Months Ended March 31, Derivative Instrument Location in statements of income 2019 2018 Foreign currency forward contracts Other expense $ (266 ) $ (1,115 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements. Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of March 31, 2019 and December 31, 2018 , consisted of the following (in thousands): Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs Description March 31, 2019 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 4,321 $ — $ 4,321 $ — Foreign currency contract assets, current and long-term (2) $ 1,431 $ — $ 1,431 $ — Foreign currency contract liabilities, current and long-term (3) $ (2,057 ) $ — $ (2,057 ) $ — Contingent receivable asset $ 627 $ — $ — $ 627 Contingent consideration liabilities $ (82,457 ) $ — $ — $ (82,457 ) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs Description December 31, 2018 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 5,772 $ — $ 5,772 $ — Foreign currency contract assets, current and long-term (2) $ 1,578 $ — $ 1,578 $ — Foreign currency contract liabilities, current and long-term (3) $ (1,608 ) $ — $ (1,608 ) $ — Contingent receivable asset $ 607 $ — $ — $ 607 Contingent consideration liabilities $ (82,236 ) $ — $ — $ (82,236 ) (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 expenses 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 5 for further information regarding these acquisitions. The contingent consideration liability is re-measured at the estimated fair value at the end of each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income for such period. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liability during the three-month periods ended March 31, 2019 and 2018 , consisted of the following (in thousands): Three Months Ended March 31, 2019 2018 Beginning balance $ 82,236 $ 10,956 Fair value adjustments recorded to income during the period 775 (13 ) Contingent payments made (554 ) (15 ) Ending balance $ 82,457 $ 10,928 As of March 31, 2019 , approximately $59.2 million in contingent consideration liability was included in other long-term obligations and approximately $23.3 million was included in accrued expenses in our consolidated balance sheet. As of December 31, 2018 , approximately $58.5 million in contingent consideration liability was included in other long-term obligations and $23.8 million was included in accrued expenses in our consolidated balance sheet. 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 March 31, 2019 and December 31, 2018 had a value of approximately $627,000 and $607,000 , respectively, recorded as a current asset in other receivables in our consolidated balance sheets. We record any changes in fair value to operating expenses as part of our cardiovascular segment in our consolidated statements of income. During the three months ended March 31, 2019 , we recorded a gain on the contingent receivable of approximately $20,000 . During the three months ended March 31, 2018, we recorded a loss of approximately $53,000 and received payments of approximately $153,000 related to the contingent receivable. The recurring Level 3 measurement of our contingent consideration liability and contingent receivable included the following significant unobservable inputs at March 31, 2019 and December 31, 2018 (amounts in thousands): Contingent consideration asset or liability Fair value at March 31, 2019 Valuation technique Unobservable inputs Range Revenue-based royalty $ 9,966 Discounted cash flow Discount rate 14% - 25% payments contingent liability Projected year of payments 2019-2034 Supply chain milestone $ 14,100 Discounted cash flow Discount rate 3.9% contingent liability Probability of milestone payment 95% Projected year of payments 2019 Revenue milestones $ 58,391 Discounted cash flow Discount rate 3.1% - 15% contingent liability Projected year of payments 2019-2023 Contingent receivable $ 627 Discounted cash flow Discount rate 10% asset Probability of milestone payment 68% Projected year of payments 2019 Contingent consideration asset or liability Fair value at December 31, 2018 Valuation technique Unobservable inputs Range Revenue-based royalty $ 10,661 Discounted cash flow Discount rate 9.9% - 25% payments contingent liability Projected year of payments 2018-2037 Supply chain milestone $ 13,593 Discounted cash flow Discount rate 5.3% contingent liability Probability of milestone payment 95% Projected year of payments 2019 Revenue milestones $ 57,982 Discounted cash flow Discount rate 3.3% - 13% contingent liability Projected year of payments 2019-2023 Contingent receivable $ 607 Discounted cash flow Discount rate 10% asset Probability of milestone payment 67% Projected year of payments 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 three-month period ended March 31, 2019 , we had losses of approximately $211,000 , compared to losses of approximately $ 57,000 for the three-month period ended March 31, 2018 , related to the measurement of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. The changes in the carrying amount of goodwill for the three-month period ended March 31, 2019 were as follows (in thousands): 2019 Goodwill balance at January 1 $ 335,433 Effect of foreign exchange (413 ) Purchase price adjustments as the result of acquisitions (69 ) Goodwill balance at March 31 $ 334,951 Total accumulated goodwill impairment losses aggregated to approximately $8.3 million as of March 31, 2019 and December 31, 2018 . We did not have any goodwill impairments for the three-month periods ended March 31, 2019 and 2018. The total goodwill balance as of March 31, 2019 and December 31, 2018 , was related to our cardiovascular segment. Other intangible assets at March 31, 2019 and December 31, 2018 , consisted of the following (in thousands): March 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 20,231 $ (5,467 ) $ 14,764 Distribution agreements 8,012 (6,023 ) 1,989 License agreements 26,926 (7,941 ) 18,985 Trademarks 29,991 (7,298 ) 22,693 Covenants not to compete 1,028 (1,008 ) 20 Customer lists 39,965 (24,732 ) 15,233 In-process technology 3,420 — 3,420 Total $ 129,573 $ (52,469 ) $ 77,104 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 19,378 $ (5,012 ) $ 14,366 Distribution agreements 8,012 (5,766 ) 2,246 License agreements 26,930 (7,411 ) 19,519 Trademarks 29,998 (6,586 ) 23,412 Covenants not to compete 1,028 (1,000 ) 28 Customer lists 39,936 (23,361 ) 16,575 In-process technology 3,420 — 3,420 Total $ 128,702 $ (49,136 ) $ 79,566 Aggregate amortization expense for the three-month periods ended March 31, 2019 and 2018 was approximately $14.8 million and $8.5 million , respectively. Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of March 31, 2019 (in thousands): Year Ending December 31 Remaining 2019 $ 44,351 2020 56,238 2021 48,864 2022 47,398 2023 46,136 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases. We adopted ASC 842 using the modified retrospective approach, electing the practical expedient that allows us not to restate our comparative periods prior to the adoption of the standard on January 1, 2019. As such, the disclosures required under ASC 842 are not presented for periods before the date of adoption. For the comparative periods prior to adoption, we present the disclosures which were required under ASC 840. We have operating leases for facilities used for manufacturing, R&D, sales and distribution, and office space, as well as leases for manufacturing and office equipment, vehicles, and land (in Singapore and South Jordan, Utah). Our leases have remaining terms of approximately one year to 19 years . A number of our lease agreements contain options to renew at our discretion for periods of up to 30 years and options to terminate the leases within one year . The lease term used to calculate right-of-use ("ROU") assets and lease liabilities includes renewal and termination options that are deemed reasonably certain to be exercised. Lease agreements with lease and non-lease components are generally accounted for as a single lease component. We do not have any bargain purchase options in our leases. For leases with an initial term of one year or less, we do not record a ROU asset or lease liability on our consolidated balance sheet. Substantially all of the ROU assets and lease liabilities as of March 31, 2019 recorded on our consolidated balance sheet are related to our cardiovascular segment. We sublease a portion of one of our facilities to a third party. We also lease certain hardware consoles to customers through our distribution agreement with NinePoint Medical and record rental revenue as a component of net sales. Rental revenue under such console leasing arrangements for the three months ended March 31, 2019 and 2018 was insignificant. The following was included in our consolidated balance sheet as of March 31, 2019 (in thousands): Leases As of March 31, 2019 Assets ROU operating lease assets $ 80,453 Liabilities Short-term operating lease liabilities 11,825 Long-term operating lease liabilities 72,243 Total operating lease liabilities $ 84,068 During the year ended December 31, 2015, we entered into sale and leaseback transactions to finance certain production equipment for approximately $2.0 million . At that time, we deferred the gain from the sale and leaseback transaction, of which approximately $93,000 remained as of December 31, 2018. As part of the adoption of ASC 842, we wrote-off the deferred gain as an adjustment to equity through retained earnings during the three months ended March 31, 2019. We recognize lease expense on a straight-line basis over the term of the lease. The components of lease costs for the three months ended March 31, 2019 are as follows, in thousands: Three months ended Lease Cost Classification March 31, 2019 Operating lease cost (a) Selling, general and administrative expenses $ 3,827 Sublease (income) (b) Selling, general and administrative expenses (146 ) Net lease cost $ 3,681 (a) Includes expense related to short-term leases and variable payments, which were insignificant. (b) Does not include rental revenue from leases of NinePoint consoles, which was insignificant. Supplemental cash flow information for the three months ended March 31, 2019 is as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 3,713 Right-of-use assets obtained in exchange for lease obligations $ 1,162 Generally, our lease agreements do not specify an implicit rate. Therefore, we estimate our incremental borrowing rate, which is defined as the interest rate we would pay to borrow on a collateralized basis, considering such factors as length of lease term and the risks of the economic environment in which the leased asset operates. As of March 31, 2019 , the following disclosures for remaining lease term and incremental borrowing rates were applicable: Supplemental disclosure March 31, 2019 Weighted average remaining lease term 12 years Weighted average discount rate 3.3% As of March 31, 2019 , maturities of operating lease liabilities were the following, in thousands: Year ended December 31, Amounts under Operating Leases Remaining 2019 $ 10,380 2020 12,251 2021 11,109 2022 8,822 2023 7,026 Thereafter 53,203 Total lease payments 102,791 Less: Imputed interest (18,723 ) Total $ 84,068 As previously disclosed in our 2018 Form 10-K under the prior guidance of ASC 840, minimum payments under operating lease agreements as of December 31, 2018 were as follows, in thousands: Year ended December 31, Operating Leases 2019 $ 13,421 2020 11,319 2021 9,995 2022 8,053 2023 6,953 Thereafter 52,754 Total $ 102,495 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies. In the ordinary course of business, we are involved in various claims and litigation matters. These claims and litigation matters may include actions involving product liability, intellectual property, 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 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 addition to the foregoing matters, 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 2019. 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. Legal expenses we incurred in responding to the U.S. Department of Justice subpoena for the three-month periods ended March 31, 2019 and 2018 were approximately $1.7 million and $1.7 million , respectively. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three-month periods ended March 31, 2019 and 2018 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of March 31, 2019 and December 31, 2018 , and our results of operations and cash flows for the three-month periods ended March 31, 2019 and 2018 . The results of operations for the three-month periods ended March 31, 2019 and 2018 are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K (the "2018 Form 10-K") for the year ended December 31, 2018 , which was filed with the Securities and Exchange Commission (the "SEC") on March 1, 2019 |
Revenue from Contracts with Customers | Revenue from Contracts with Customers. In accordance with Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606) |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards. Recently Adopted In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-02, Leases (Topic 842) ("ASC 842"), which requires lessees to recognize right-of-use ("ROU") assets and related lease liabilities on the balance sheet for all leases greater than one year in duration. We adopted ASC 842 on January 1, 2019 using 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 did not require any transition accounting for leases that expired before the earliest comparative period presented. The adoption of this standard resulted in the recording of ROU assets and lease liabilities for all of our lease agreements with original terms of greater than one year. The adoption of ASC 842 did not have a significant impact on our consolidated statements of operations or cash flows. See Note 14 for the required disclosures relating to our lease agreements. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting , which simplifies the accounting for nonemployee share-based payment transactions by expanding the scope of ASC Topic 718, Compensation - Stock Compensation , to include share-based payment transactions for acquiring goods and services from nonemployees. Under the new standard, most of the guidance on stock compensation payments to nonemployees would be aligned with the requirements for share-based payments granted to employees. This standard became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements. 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 U.S. federal tax legislation commonly referred to as the Tax Cuts and Jobs Act, which was enacted in December 2017 (the "2017 Tax Act"). ASU 2018-02 became effective for us on January 1, 2019. The adoption of this standard did not 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 became effective for us on January 1, 2019. The adoption of this standard did not have a material impact on our consolidated financial statements. |
Derivatives | Derivative Instruments Not Designated as Cash Flow Hedges 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 instruments 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. When the hedged transaction occurs, gains or losses are 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. 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. As of March 31, 2019 , and December 31, 2018 , all derivative instruments, 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. 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, Korean 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. Derivative Instruments Designated as Cash Flow Hedges |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at March 31, 2019 and December 31, 2018 , consisted of the following (in thousands): March 31, December 31, 2019 2018 Finished goods $ 117,112 $ 117,703 Work-in-process 20,192 14,380 Raw materials 61,618 65,453 Total Inventories $ 198,922 $ 197,536 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 three months ended March 31, 2019 and 2018 , consisted of the following (in thousands): Three Months Ended March 31, 2019 2018 Cost of sales $ 252 $ 184 Research and development 192 124 Selling, general and administrative 1,322 948 Stock-based compensation expense before taxes $ 1,766 $ 1,256 |
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 was estimated using the following assumptions for the periods indicated below: Three Months Ended March 31, 2019 2018 Risk-free interest rate 2.42% - 2.56% 2.63% Expected option term 3.0 - 5.0 years 5.0 years Expected dividend yield — — Expected price volatility 28.93% - 33.69% 34.32% |
Earnings Per Common Share (EP_2
Earnings Per Common Share (EPS) (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 Three-month period ended March 31, 2019: Basic EPS $ 6,195 54,917 $ 0.11 Effect of dilutive stock options 1,573 Diluted EPS $ 6,195 56,490 $ 0.11 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 976 Three-month period ended March 31, 2018: Basic EPS $ 5,269 50,277 $ 0.10 Effect of dilutive stock options 1,633 Diluted EPS $ 5,269 51,910 $ 0.10 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 184 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary purchase price allocated to the net assets acquired from Cianna Medical (in thousands): Assets Acquired Trade receivables $ 6,151 Inventories 5,803 Prepaid expenses and other current assets 315 Property and equipment 1,047 Other long-term assets 14 Intangibles Developed technology 134,510 Customer lists 3,330 Trademarks 7,080 Goodwill 65,802 Total assets acquired 224,052 Liabilities Assumed Trade payables (1,497 ) Accrued expenses (2,384 ) Other long-term liabilities (1,527 ) Deferred income tax liabilities (30,363 ) Total liabilities assumed (35,771 ) Total net assets acquired $ 188,281 Inventories $ 971 Intangibles Developed technology 4,840 Customer list 120 Trademarks 400 Goodwill 938 Total net assets acquired $ 7,269 Inventories $ 5,804 Property and equipment 748 Intangibles Developed technology 74,000 Customer list 4,200 Trademarks 4,900 In-process technology 2,500 Goodwill 9,728 Total net assets acquired $ 101,880 Inventories $ 1,353 Intangibles Developed technology 32,750 Customer list 840 Trademarks 1,410 Goodwill 21,847 Total net assets acquired $ 58,200 |
Business Acquisition, Pro Forma Information | The following table summarizes our consolidated results of operations for the three-month period ended March 31, 2018, as well as unaudited pro forma consolidated results of operations as though the acquisition of Cianna Medical and Vascular Insights had occurred on January 1, 2017 (in thousands, except per common share amounts): Three Months Ended March 31, 2018 As Reported Pro Forma Net sales $ 203,035 $ 222,440 Net income 5,269 (2,050 ) Earnings per common share: Basic $ 0.10 $ (0.04 ) Diluted $ 0.10 $ (0.04 ) |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present revenue from contracts with customers for the three months ended March 31, 2019 and 2018 (in thousands): Three Months Ended March 31, 2019 Three Months Ended March 31, 2018 United States International Total United States International Total Cardiovascular Stand-alone devices $ 53,400 $ 42,027 $ 95,427 $ 44,010 $ 39,236 $ 83,246 Cianna Medical 12,849 — 12,849 — — — Custom kits and procedure trays 22,055 10,888 32,943 22,318 10,954 33,272 Inflation devices 7,972 14,045 22,017 7,668 14,751 22,419 Catheters 19,412 23,627 43,039 15,270 18,595 33,865 Embolization devices 4,706 7,121 11,827 5,033 7,554 12,587 CRM/EP 10,098 2,280 12,378 8,838 1,628 10,466 Total 130,492 99,988 230,480 103,137 92,718 195,855 Endoscopy Endoscopy devices 7,568 301 7,869 6,918 262 7,180 Total $ 138,060 $ 100,289 $ 238,349 $ 110,055 $ 92,980 $ 203,035 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three-month periods ended March 31, 2019 and 2018 , are as follows (in thousands): Three Months Ended March 31, 2019 2018 Net Sales Cardiovascular $ 230,480 $ 195,855 Endoscopy 7,869 7,180 Total net sales $ 238,349 $ 203,035 Operating Income Cardiovascular 7,619 6,397 Endoscopy 1,904 2,384 Total operating income 9,523 8,781 Total other expense - net (2,677 ) (2,422 ) Income tax expense 651 1,090 Net income $ 6,195 $ 5,269 |
Revolving Credit Facility and_2
Revolving Credit Facility and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Principal balances outstanding under our long-term debt obligations as of March 31, 2019 and December 31, 2018 , consisted of the following (in thousands): March 31, 2019 December 31, 2018 2016 Term loan $ 68,750 $ 72,500 2016 Revolving credit loans 308,750 316,000 Collateralized debt facility 7,000 7,000 Less unamortized debt issuance costs (313 ) (348 ) Total long-term debt 384,187 395,152 Less current portion 22,000 22,000 Long-term portion $ 362,187 $ 373,152 |
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) January 1, 2018 and thereafter 3.5 to 1.0 Consolidated EBITDA (2) 1.25 to 1.0 Consolidated Net Income (3) $0 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 March 31, 2019 , are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments Remaining 2019 $ 18,250 2020 17,500 2021 348,750 Total future minimum principal payments $ 384,500 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | We enter into approximately 150 cash flow foreign currency hedges every month. As of March 31, 2019 , 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 Australian Dollar AUD 3,100 Canadian Dollar CAD 3,850 Swiss Franc CHF 2,125 Chinese Renminbi CNY 238,000 Danish Krone DKK 15,725 Euro EUR 18,065 British Pound GBP 4,915 Japanese Yen JPY 1,305,000 Korean Won KRW 3,750,000 Mexican Peso MXN 215,500 Swedish Krona SEK 25,180 20 foreign currency fair value hedges every month. As of March 31, 2019 , 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 11,400 Brazilian Real BRL 9,000 Canadian Dollar CAD 1,136 Swiss Franc CHF 500 Chinese Renminbi CNY 50,920 Danish Krone DKK 4,550 Euro EUR 7,293 British Pound GBP 3,350 Hong Kong Dollar HKD 11,000 Japanese Yen JPY 265,000 Korean Won KRW 5,500,000 Mexican Peso MXN 18,000 Swedish Krona SEK 12,000 Singapore Dollar SGD 8,500 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands): Fair Value Balance Sheet Location March 31, 2019 December 31, 2018 Derivative instruments designated as hedging instruments Assets Interest rate swap Other assets (long-term) $ 4,321 $ 5,772 Foreign currency forward contracts Prepaid expenses and other assets 636 613 Foreign currency forward contracts Other assets (long-term) 162 151 Liabilities Foreign currency forward contracts Accrued expenses (1,458 ) (711 ) Foreign currency forward contracts Other long-term obligations (194 ) (101 ) Derivative instruments not designated as hedging instruments Assets Foreign currency forward contracts Prepaid expenses and other assets $ 633 $ 814 Liabilities Foreign currency forward contracts Accrued expenses (405 ) (796 ) |
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 income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): Amount of Gain/(Loss) recognized in OCI Consolidated Statements of Income Amount of Gain/(Loss) reclassified from AOCI Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, 2019 2018 2019 2018 2019 2018 Derivative instrument Location in statements of income Interest rate swaps $ (857 ) $ 2,120 Interest expense $ (2,764 ) $ (2,398 ) $ 595 $ 213 Foreign currency forward contracts (1,013 ) 174 Revenue 238,349 203,035 194 (151 ) Cost of sales (133,713 ) (114,979 ) (82 ) 241 |
Derivative Instruments, Gain (Loss) | The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the periods presented (in thousands): Three Months Ended March 31, Derivative Instrument Location in statements of income 2019 2018 Foreign currency forward contracts Other expense $ (266 ) $ (1,115 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of March 31, 2019 and December 31, 2018 , consisted of the following (in thousands): Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs Description March 31, 2019 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 4,321 $ — $ 4,321 $ — Foreign currency contract assets, current and long-term (2) $ 1,431 $ — $ 1,431 $ — Foreign currency contract liabilities, current and long-term (3) $ (2,057 ) $ — $ (2,057 ) $ — Contingent receivable asset $ 627 $ — $ — $ 627 Contingent consideration liabilities $ (82,457 ) $ — $ — $ (82,457 ) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs Description December 31, 2018 (Level 1) (Level 2) (Level 3) Interest rate contracts (1) $ 5,772 $ — $ 5,772 $ — Foreign currency contract assets, current and long-term (2) $ 1,578 $ — $ 1,578 $ — Foreign currency contract liabilities, current and long-term (3) $ (1,608 ) $ — $ (1,608 ) $ — Contingent receivable asset $ 607 $ — $ — $ 607 Contingent consideration liabilities $ (82,236 ) $ — $ — $ (82,236 ) (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 expenses and other assets or other long-term assets in the consolidated balance sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the fair value of our contingent consideration liability during the three-month periods ended March 31, 2019 and 2018 , consisted of the following (in thousands): Three Months Ended March 31, 2019 2018 Beginning balance $ 82,236 $ 10,956 Fair value adjustments recorded to income during the period 775 (13 ) Contingent payments made (554 ) (15 ) Ending balance $ 82,457 $ 10,928 |
Fair Value Inputs, Liabilities, Quantitative Information | The recurring Level 3 measurement of our contingent consideration liability and contingent receivable included the following significant unobservable inputs at March 31, 2019 and December 31, 2018 (amounts in thousands): Contingent consideration asset or liability Fair value at March 31, 2019 Valuation technique Unobservable inputs Range Revenue-based royalty $ 9,966 Discounted cash flow Discount rate 14% - 25% payments contingent liability Projected year of payments 2019-2034 Supply chain milestone $ 14,100 Discounted cash flow Discount rate 3.9% contingent liability Probability of milestone payment 95% Projected year of payments 2019 Revenue milestones $ 58,391 Discounted cash flow Discount rate 3.1% - 15% contingent liability Projected year of payments 2019-2023 Contingent receivable $ 627 Discounted cash flow Discount rate 10% asset Probability of milestone payment 68% Projected year of payments 2019 Contingent consideration asset or liability Fair value at December 31, 2018 Valuation technique Unobservable inputs Range Revenue-based royalty $ 10,661 Discounted cash flow Discount rate 9.9% - 25% payments contingent liability Projected year of payments 2018-2037 Supply chain milestone $ 13,593 Discounted cash flow Discount rate 5.3% contingent liability Probability of milestone payment 95% Projected year of payments 2019 Revenue milestones $ 57,982 Discounted cash flow Discount rate 3.3% - 13% contingent liability Projected year of payments 2019-2023 Contingent receivable $ 607 Discounted cash flow Discount rate 10% asset Probability of milestone payment 67% Projected year of payments 2019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | The changes in the carrying amount of goodwill for the three-month period ended March 31, 2019 were as follows (in thousands): 2019 Goodwill balance at January 1 $ 335,433 Effect of foreign exchange (413 ) Purchase price adjustments as the result of acquisitions (69 ) Goodwill balance at March 31 $ 334,951 |
Other intangible assets | Other intangible assets at March 31, 2019 and December 31, 2018 , consisted of the following (in thousands): March 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 20,231 $ (5,467 ) $ 14,764 Distribution agreements 8,012 (6,023 ) 1,989 License agreements 26,926 (7,941 ) 18,985 Trademarks 29,991 (7,298 ) 22,693 Covenants not to compete 1,028 (1,008 ) 20 Customer lists 39,965 (24,732 ) 15,233 In-process technology 3,420 — 3,420 Total $ 129,573 $ (52,469 ) $ 77,104 December 31, 2018 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 19,378 $ (5,012 ) $ 14,366 Distribution agreements 8,012 (5,766 ) 2,246 License agreements 26,930 (7,411 ) 19,519 Trademarks 29,998 (6,586 ) 23,412 Covenants not to compete 1,028 (1,000 ) 28 Customer lists 39,936 (23,361 ) 16,575 In-process technology 3,420 — 3,420 Total $ 128,702 $ (49,136 ) $ 79,566 |
Estimated amortization expense | Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of March 31, 2019 (in thousands): Year Ending December 31 Remaining 2019 $ 44,351 2020 56,238 2021 48,864 2022 47,398 2023 46,136 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Schedule of Consolidated Balance Sheet Information and Supplemental Information | The following was included in our consolidated balance sheet as of March 31, 2019 (in thousands): Leases As of March 31, 2019 Assets ROU operating lease assets $ 80,453 Liabilities Short-term operating lease liabilities 11,825 Long-term operating lease liabilities 72,243 Total operating lease liabilities $ 84,068 March 31, 2019 , the following disclosures for remaining lease term and incremental borrowing rates were applicable: Supplemental disclosure March 31, 2019 Weighted average remaining lease term 12 years Weighted average discount rate 3.3% |
Components of Lease Costs | We recognize lease expense on a straight-line basis over the term of the lease. The components of lease costs for the three months ended March 31, 2019 are as follows, in thousands: Three months ended Lease Cost Classification March 31, 2019 Operating lease cost (a) Selling, general and administrative expenses $ 3,827 Sublease (income) (b) Selling, general and administrative expenses (146 ) Net lease cost $ 3,681 (a) Includes expense related to short-term leases and variable payments, which were insignificant. (b) Does not include rental revenue from leases of NinePoint consoles, which was insignificant. Supplemental cash flow information for the three months ended March 31, 2019 is as follows: Three Months Ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 3,713 Right-of-use assets obtained in exchange for lease obligations $ 1,162 |
Maturities of Operating Lease Liabilities | As of March 31, 2019 , maturities of operating lease liabilities were the following, in thousands: Year ended December 31, Amounts under Operating Leases Remaining 2019 $ 10,380 2020 12,251 2021 11,109 2022 8,822 2023 7,026 Thereafter 53,203 Total lease payments 102,791 Less: Imputed interest (18,723 ) Total $ 84,068 |
Schedule of Minimum Payments Under Operating Lease Agreements | As previously disclosed in our 2018 Form 10-K under the prior guidance of ASC 840, minimum payments under operating lease agreements as of December 31, 2018 were as follows, in thousands: Year ended December 31, Operating Leases 2019 $ 13,421 2020 11,319 2021 9,995 2022 8,053 2023 6,953 Thereafter 52,754 Total $ 102,495 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 117,112 | $ 117,703 |
Work-in-process | 20,192 | 14,380 |
Raw materials | 61,618 | 65,453 |
Total Inventories | $ 198,922 | $ 197,536 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | $ 1,766 | $ 1,256 |
Cost of sales | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 252 | 184 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 192 | 124 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | $ 1,322 | $ 948 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Compensation cost not yet recognized | $ 32.8 | |
Compensation cost not yet recognized, period of recognition | 3 years 5 months 23 days | |
Options granted in period (in shares) | 909,603 | 492,002 |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Fair Value Calculation Assumptions (Details) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.63% | |
Risk-free interest rate | 5 years | |
Expected option term | 0.00% | 0.00% |
Expected price volatility | 34.32% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.42% | |
Risk-free interest rate | 3 years | |
Expected price volatility | 28.93% | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 2.56% | |
Risk-free interest rate | 5 years | |
Expected price volatility | 33.69% |
Earnings Per Common Share (EP_3
Earnings Per Common Share (EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net income, Basic EPS | $ 6,195 | $ 5,269 |
Basic EPS (in shares) | 54,917 | 50,277 |
Basic EPS (in dollars per share) | $ 0.11 | $ 0.10 |
Effect of dilutive stock options (in shares) | 1,573 | 1,633 |
Net income, Diluted EPS | $ 6,195 | $ 5,269 |
Diluted EPS (in shares) | 56,490 | 51,910 |
Diluted EPS (in dollars per share) | $ 0.11 | $ 0.10 |
Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive (in shares) | 976 | 184 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Mar. 28, 2019 | Dec. 14, 2018 | Nov. 13, 2018 | May 23, 2018 | Feb. 14, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 |
Vascular Insights | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration, upfront payment | $ 40 | |||||||
Contingent liability | $ 20 | |||||||
Net sales related to acquisition | $ 1.5 | |||||||
Weighted average useful life | 11 years 9 months 18 days | |||||||
Vascular Insights | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 12 years | |||||||
Vascular Insights | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 9 years | |||||||
Vascular Insights | Customer Lists | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 8 years | |||||||
Cianna Medical | ||||||||
Business Acquisition [Line Items] | ||||||||
Purchase consideration, upfront payment | $ 135 | |||||||
Net sales related to acquisition | 12.8 | |||||||
Weighted average useful life | 10 years 8 months 12 days | |||||||
Working capital adjustment | $ 1.2 | |||||||
Acquisition-related costs | $ 3.5 | |||||||
Cianna Medical | Achievement of Supply Chain and Scalability Metrics | ||||||||
Business Acquisition [Line Items] | ||||||||
Earn-out payments | 15 | |||||||
Cianna Medical | Annual Net Sales Milestone | ||||||||
Business Acquisition [Line Items] | ||||||||
Earn-out payments | $ 50 | |||||||
Cianna Medical | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 11 years | |||||||
Cianna Medical | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 10 years | |||||||
Cianna Medical | Customer Lists | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 8 years | |||||||
DirectACCESS Medical, LLC | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted average useful life | 9 years 10 months 24 days | |||||||
Total purchase price | $ 7.3 | |||||||
DirectACCESS Medical, LLC | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 10 years | |||||||
DirectACCESS Medical, LLC | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 10 years | |||||||
DirectACCESS Medical, LLC | Customer Lists | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 5 years | |||||||
Becton, Dickinson and Company | ||||||||
Business Acquisition [Line Items] | ||||||||
Net sales related to acquisition | $ 11.6 | $ 6.3 | ||||||
Weighted average useful life | 8 years | |||||||
Acquisition-related costs | $ 1.8 | |||||||
Total purchase price | $ 100.3 | |||||||
Becton, Dickinson and Company | Developed technology | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 8 years | |||||||
Becton, Dickinson and Company | Trademarks | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 9 years | |||||||
Becton, Dickinson and Company | Customer Lists | ||||||||
Business Acquisition [Line Items] | ||||||||
Useful life | 7 years | |||||||
Fluidx | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire shares | $ 2 | |||||||
Ownership percentage | 12.70% |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 14, 2018 | Nov. 13, 2018 | May 23, 2018 | Feb. 14, 2018 |
Assets Acquired | ||||||
Goodwill | $ 334,951 | $ 335,433 | ||||
Vascular Insights | ||||||
Assets Acquired | ||||||
Inventories | $ 1,353 | |||||
Goodwill | 21,847 | |||||
Total assets acquired | 58,200 | |||||
Vascular Insights | Developed technology | ||||||
Assets Acquired | ||||||
Intangibles | 32,750 | |||||
Vascular Insights | Customer lists | ||||||
Assets Acquired | ||||||
Intangibles | 840 | |||||
Vascular Insights | Trademarks | ||||||
Assets Acquired | ||||||
Intangibles | $ 1,410 | |||||
Cianna Medical | ||||||
Assets Acquired | ||||||
Trade receivables | $ 6,151 | |||||
Inventories | 5,803 | |||||
Prepaid expenses and other assets | 315 | |||||
Property and equipment | 1,047 | |||||
Other long-term assets | 14 | |||||
Goodwill | 65,802 | |||||
Total assets acquired | 224,052 | |||||
Liabilities Assumed | ||||||
Trade payables | (1,497) | |||||
Accrued expenses | (2,384) | |||||
Other long-term liabilities | (1,527) | |||||
Deferred income tax liabilities | (30,363) | |||||
Total liabilities assumed | (35,771) | |||||
Total net assets acquired | 188,281 | |||||
Cianna Medical | Developed technology | ||||||
Assets Acquired | ||||||
Intangibles | 134,510 | |||||
Cianna Medical | Customer lists | ||||||
Assets Acquired | ||||||
Intangibles | 3,330 | |||||
Cianna Medical | Trademarks | ||||||
Assets Acquired | ||||||
Intangibles | $ 7,080 | |||||
DirectACCESS Medical, LLC | ||||||
Assets Acquired | ||||||
Inventories | $ 971 | |||||
Goodwill | 938 | |||||
Total assets acquired | 7,269 | |||||
DirectACCESS Medical, LLC | Developed technology | ||||||
Assets Acquired | ||||||
Intangibles | 4,840 | |||||
DirectACCESS Medical, LLC | Customer lists | ||||||
Assets Acquired | ||||||
Intangibles | 120 | |||||
DirectACCESS Medical, LLC | Trademarks | ||||||
Assets Acquired | ||||||
Intangibles | $ 400 | |||||
Becton, Dickinson and Company | ||||||
Assets Acquired | ||||||
Inventories | $ 5,804 | |||||
Property and equipment | 748 | |||||
Goodwill | 9,728 | |||||
Total assets acquired | 101,880 | |||||
Becton, Dickinson and Company | Developed technology | ||||||
Assets Acquired | ||||||
Intangibles | 74,000 | |||||
Becton, Dickinson and Company | Customer lists | ||||||
Assets Acquired | ||||||
Intangibles | 4,200 | |||||
Becton, Dickinson and Company | Trademarks | ||||||
Assets Acquired | ||||||
Intangibles | 4,900 | |||||
Becton, Dickinson and Company | In-process technology | ||||||
Assets Acquired | ||||||
Intangibles | $ 2,500 |
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 | |
Mar. 31, 2019 | Mar. 31, 2018 | |
As Reported | ||
Net sales | $ 238,349 | $ 203,035 |
Net income | $ 6,195 | $ 5,269 |
Basic (in dollars per share) | $ 0.11 | $ 0.10 |
Diluted (in dollars per share) | $ 0.11 | $ 0.10 |
Pro Forma | ||
Net sales | $ 222,440 | |
Net income | $ (2,050) | |
Basic, Pro Forma (in dollars per share) | $ (0.04) | |
Diluted, Pro Forma (in dollars per share) | $ (0.04) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 238,349 | $ 203,035 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 138,060 | 110,055 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 100,289 | 92,980 |
Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 230,480 | 195,855 |
Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 130,492 | 103,137 |
Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 99,988 | 92,718 |
Endoscopy | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,869 | 7,180 |
Stand-alone devices | Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 95,427 | 83,246 |
Stand-alone devices | Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 53,400 | 44,010 |
Stand-alone devices | Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 42,027 | 39,236 |
Cianna Medical | Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 12,849 | 0 |
Cianna Medical | Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 12,849 | 0 |
Cianna Medical | Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 0 | 0 |
Custom kits and procedure trays | Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 32,943 | 33,272 |
Custom kits and procedure trays | Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 22,055 | 22,318 |
Custom kits and procedure trays | Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 10,888 | 10,954 |
Inflation devices | Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 22,017 | 22,419 |
Inflation devices | Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,972 | 7,668 |
Inflation devices | Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 14,045 | 14,751 |
Catheters | Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 43,039 | 33,865 |
Catheters | Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 19,412 | 15,270 |
Catheters | Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 23,627 | 18,595 |
Embolization devices | Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 11,827 | 12,587 |
Embolization devices | Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 4,706 | 5,033 |
Embolization devices | Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,121 | 7,554 |
CRM/EP | Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 12,378 | 10,466 |
CRM/EP | Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 10,098 | 8,838 |
CRM/EP | Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 2,280 | 1,628 |
Endoscopy devices | Endoscopy | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,869 | 7,180 |
Endoscopy devices | Endoscopy | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,568 | 6,918 |
Endoscopy devices | Endoscopy | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 301 | $ 262 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2019segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Reporting - Operating I
Segment Reporting - Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 238,349 | $ 203,035 |
Operating income | 9,523 | 8,781 |
Nonoperating Income (Expense) | (2,677) | (2,422) |
Income tax expense | 651 | 1,090 |
Net income | 6,195 | 5,269 |
Cardiovascular | ||
Segment Reporting Information [Line Items] | ||
Net sales | 230,480 | 195,855 |
Operating income | 7,619 | 6,397 |
Endoscopy | ||
Segment Reporting Information [Line Items] | ||
Net sales | 7,869 | 7,180 |
Operating income | $ 1,904 | $ 2,384 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense | $ 651 | $ 1,090 |
Effective tax rate | 9.50% | 17.10% |
Revolving Credit Facility and_3
Revolving Credit Facility and Long-Term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 11, 2019 | Dec. 31, 2018 |
Line of Credit Facility [Line Items] | |||
Total long-term debt | $ 384,187 | $ 395,152 | |
Collateralized debt facility | 7,000 | $ 7,000 | 7,000 |
Less unamortized debt issuance costs | (313) | (348) | |
Less current portion | 22,000 | 22,000 | |
Long-term portion | 362,187 | 373,152 | |
Term Loan | |||
Line of Credit Facility [Line Items] | |||
Total long-term debt | 68,750 | 72,500 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Total long-term debt | $ 308,750 | $ 316,000 |
Revolving Credit Facility and_4
Revolving Credit Facility and Long-Term Debt - Narrative (Details) - USD ($) | Jan. 11, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 13, 2017 | Jul. 06, 2016 |
Line of Credit Facility [Line Items] | |||||
Outstanding borrowings | $ 384,500,000 | ||||
Collateralized debt facility | $ 7,000,000 | $ 7,000,000 | $ 7,000,000 | ||
Variable rate on loan | 3.43% | ||||
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 | $ 377,500,000 | ||||
Remaining borrowing capacity on line of credit | $ 65,500,000 | ||||
Fixed interest rate percent | 2.12% | ||||
Debt subject to fixed interest rate | $ 175,000,000 | ||||
Credit Agreement | Variable Rate 1 | |||||
Line of Credit Facility [Line Items] | |||||
Variable interest rate percent | 4.00% | 3.52% | |||
Debt subject to variable interest rate | $ 202,500,000 | $ 213,500,000 | |||
Credit Agreement | Interest Rate Swap 2 | |||||
Line of Credit Facility [Line Items] | |||||
Fixed interest rate percent | 2.62% | ||||
Debt subject to fixed interest rate | $ 175,000,000 | ||||
Credit Agreement | Revolving Credit Facility | |||||
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% | ||||
Credit Agreement | Revolving Credit Facility | Minimum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.15% | ||||
Credit Agreement | Revolving Credit Facility | Maximum | |||||
Line of Credit Facility [Line Items] | |||||
Commitment fee percentage | 0.40% | ||||
Credit Agreement | Term Loan | |||||
Line of Credit Facility [Line Items] | |||||
Debt instrument, face amount | $ 150,000,000 | ||||
Credit Agreement | Bridge Loan | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 25,000,000 |
Revolving Credit Facility and_5
Revolving Credit Facility and Long-Term Debt - Financial Covenants (Details) - Credit Agreement | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |
Consolidated EBITDA | 1.25 |
Consolidated Net Income | $ 0 |
Facility Capital Expenditures | $ 30,000,000 |
January 1, 2018 and thereafter | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 3.5 |
Revolving Credit Facility and_6
Revolving Credit Facility and Long-Term Debt - Future Minimum Payments on Long-term Debt (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2019 | $ 18,250 |
2020 | 17,500 |
2021 | 348,750 |
Total future minimum principal payments | $ 384,500 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) € in Thousands, ₩ in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, kr in Thousands, kr in Thousands, SFr in Thousands, R$ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands | 3 Months Ended | |||||||||||||||||
Mar. 31, 2019USD ($) | Mar. 31, 2019DKK (kr)derivative_instrument | Mar. 31, 2019MXN ($)derivative_instrument | Mar. 31, 2019CNY (¥)derivative_instrument | Mar. 31, 2019KRW (₩)derivative_instrument | Mar. 31, 2019GBP (£)derivative_instrument | Mar. 31, 2019CAD ($)derivative_instrument | Mar. 31, 2019JPY (¥)derivative_instrument | Mar. 31, 2019SGD ($)derivative_instrument | Mar. 31, 2019SEK (kr)derivative_instrument | Mar. 31, 2019CHF (SFr)derivative_instrument | Mar. 31, 2019HKD ($)derivative_instrument | Mar. 31, 2019BRL (R$)derivative_instrument | Mar. 31, 2019USD ($)derivative_instrument | Mar. 31, 2019EUR (€)derivative_instrument | Mar. 31, 2019AUD ($)derivative_instrument | Dec. 31, 2018USD ($) | Aug. 05, 2016USD ($) | |
Derivative [Line Items] | ||||||||||||||||||
Deferred taxes used to offset fair value of interest rate swap | $ 1,100 | $ 1,500 | ||||||||||||||||
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 | $ 1,100 | |||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, net of tax | 800 | |||||||||||||||||
Interest expense | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, gross | 2,200 | |||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, net of tax | $ 1,700 | |||||||||||||||||
Interest rate swap | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Notional amount of derivative | $ 175,000 | |||||||||||||||||
Fixed rate | 1.12% | |||||||||||||||||
Foreign currency forward contracts | Designated as hedging instrument | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Average number of contracts entered into per month | derivative_instrument | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | |||
Foreign currency forward contracts | Not designated as hedging instrument | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Notional amount of derivative | kr 4,550 | $ 18,000 | ¥ 50,920 | ₩ 5,500,000 | £ 3,350 | $ 1,136 | ¥ 265,000 | $ 8,500 | kr 12,000 | SFr 500 | $ 11,000 | R$ 9000 | € 7,293 | $ 11,400 | ||||
Average number of contracts entered into per month | derivative_instrument | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | |||
Other assets (long-term) | Interest rate swap | Designated as hedging instrument | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Total Asset Derivatives | $ 4,321 | 5,772 | ||||||||||||||||
Other assets (long-term) | Foreign currency forward contracts | Designated as hedging instrument | ||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||
Total Asset Derivatives | $ 162 | $ 151 |
Derivatives - Forward Notional
Derivatives - Forward Notional Contracts (Details) - Mar. 31, 2019 - Foreign currency forward contracts € in Thousands, ₩ in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, kr in Thousands, kr in Thousands, SFr in Thousands, R$ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands | DKK (kr) | MXN ($) | CNY (¥) | KRW (₩) | GBP (£) | CAD ($) | JPY (¥) | SGD ($) | SEK (kr) | CHF (SFr) | HKD ($) | BRL (R$) | EUR (€) | AUD ($) |
Designated as hedging instrument | Derivatives designated as cash flow hedges | ||||||||||||||
Derivative [Line Items] | ||||||||||||||
Notional amount of derivative | kr 15,725 | $ 215,500 | ¥ 238,000 | ₩ 3,750,000 | £ 4,915 | $ 3,850 | ¥ 1,305,000 | kr 25,180 | SFr 2,125 | € 18,065 | $ 3,100 | |||
Not designated as hedging instrument | ||||||||||||||
Derivative [Line Items] | ||||||||||||||
Notional amount of derivative | kr 4,550 | $ 18,000 | ¥ 50,920 | ₩ 5,500,000 | £ 3,350 | $ 1,136 | ¥ 265,000 | $ 8,500 | kr 12,000 | SFr 500 | $ 11,000 | R$ 9000 | € 7,293 | $ 11,400 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Designated as hedging instrument | Interest rate swap | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | $ 4,321 | $ 5,772 |
Designated as hedging instrument | Foreign currency forward contracts | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 162 | 151 |
Designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 636 | 613 |
Designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (1,458) | (711) |
Designated as hedging instrument | Foreign currency forward contracts | Other long-term obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (194) | (101) |
Not designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Total Asset Derivatives | 633 | 814 |
Not designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | $ (405) | $ (796) |
Derivatives - Amount of Gain (L
Derivatives - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in OCI | $ (2,577) | $ 1,992 |
Derivatives designated as cash flow hedges | Interest rate swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in OCI | (857) | |
Amount of Gain/(Loss) recognized in OCI | 2,120 | |
Derivatives designated as cash flow hedges | Interest rate swap | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in income | (2,764) | (2,398) |
Amount of Gain/(Loss) reclassified from AOCI | 595 | |
Amount of Gain/(Loss) reclassified from AOCI | 213 | |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in OCI | (1,013) | |
Amount of Gain/(Loss) recognized in OCI | 174 | |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | Revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in income | 238,349 | 203,035 |
Amount of Gain/(Loss) reclassified from AOCI | 194 | |
Amount of Gain/(Loss) reclassified from AOCI | (151) | |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | Cost of sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in income | (133,713) | (114,979) |
Amount of Gain/(Loss) reclassified from AOCI | $ (82) | |
Amount of Gain/(Loss) reclassified from AOCI | $ 241 |
Derivatives - Gain (Loss) in th
Derivatives - Gain (Loss) in the Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Not designated as hedging instrument | Foreign currency forward contracts | Other expense | ||
Derivative [Line Items] | ||
Gain (loss) on derivative | $ (266) | $ (1,115) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
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 |
Contingent receivable asset | 0 | 0 |
Contingent consideration liabilities | 0 | 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts | 4,321 | 5,772 |
Foreign currency contract liabilities, current and long-term | 1,431 | 1,578 |
Foreign currency contract liabilities, current and long-term | (2,057) | (1,608) |
Contingent receivable asset | 0 | 0 |
Contingent consideration liabilities | 0 | 0 |
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 |
Contingent receivable asset | 627 | 607 |
Contingent consideration liabilities | (82,457) | (82,236) |
Estimate of Fair Value, Fair Value Disclosure | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts | 4,321 | 5,772 |
Foreign currency contract liabilities, current and long-term | 1,431 | 1,578 |
Foreign currency contract liabilities, current and long-term | (2,057) | (1,608) |
Contingent receivable asset | 627 | 607 |
Contingent consideration liabilities | $ (82,457) | $ (82,236) |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 82,236 | $ 10,956 |
Fair value adjustments recorded to income during the period | 775 | (13) |
Contingent payments made | (554) | (15) |
Ending balance | $ 82,457 | $ 10,928 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of other assets | $ 211 | $ 57 | |
Contingent Receivable | Contingent Consideration | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Gain (loss) on contingent receivable | 20 | (53) | |
Payment received on contingent receivable | $ 153 | ||
Other long-term obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability, noncurrent | 59,200 | $ 58,500 | |
Accrued expenses | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability, current | $ 23,300 | $ 23,800 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) - Fair Value, Inputs, Level 3 $ in Thousands | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Revenue-based royalty | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration liabilities | $ 9,966 | $ 10,661 |
Supply chain milestone | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration liabilities | 14,100 | 13,593 |
Revenue milestones | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration liabilities | 58,391 | 57,982 |
Contingent receivable | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration asset | $ 627 | $ 607 |
Discount rate | Revenue-based royalty | Minimum | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.140 | 0.099 |
Discount rate | Revenue-based royalty | Maximum | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.25 | 0.25 |
Discount rate | Supply chain milestone | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.039 | 0.053 |
Discount rate | Revenue milestones | Minimum | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.031 | 0.033 |
Discount rate | Revenue milestones | Maximum | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.15 | 0.13 |
Discount rate | Contingent receivable | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent receivable asset | 0.10 | 0.10 |
Probability of milestone payment | Supply chain milestone | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.95 | 0.95 |
Probability of milestone payment | Contingent receivable | Discounted Cash Flow | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent receivable asset | 0.68 | 0.67 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance at January 1 | $ 335,433 |
Effect of foreign exchange | (413) |
Purchase price adjustments as the result of acquisitions | (69) |
Goodwill balance at March 31 | $ 334,951 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 129,573 | $ 128,702 |
Accumulated Amortization | (52,469) | (49,136) |
Net Carrying Amount | 77,104 | 79,566 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | (52,469) | (49,136) |
Net Carrying Amount | 77,104 | 79,566 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 20,231 | 19,378 |
Accumulated Amortization | (5,467) | (5,012) |
Net Carrying Amount | 14,764 | 14,366 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,012 | 8,012 |
Accumulated Amortization | (6,023) | (5,766) |
Net Carrying Amount | 1,989 | 2,246 |
License agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,926 | 26,930 |
Accumulated Amortization | (7,941) | (7,411) |
Net Carrying Amount | 18,985 | 19,519 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 29,991 | 29,998 |
Accumulated Amortization | (7,298) | (6,586) |
Net Carrying Amount | 22,693 | 23,412 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,028 | 1,028 |
Accumulated Amortization | (1,008) | (1,000) |
Net Carrying Amount | 20 | 28 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 39,965 | 39,936 |
Accumulated Amortization | (24,732) | (23,361) |
Net Carrying Amount | 15,233 | 16,575 |
In-process technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,420 | 3,420 |
Accumulated Amortization | 0 | 0 |
Net Carrying Amount | $ 3,420 | $ 3,420 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Accumulated impairment loss | $ 8.3 | $ 8.3 | |
Aggregate amortization expense | $ 14.8 | $ 8.5 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2019 | $ 44,351 |
2020 | 56,238 |
2021 | 48,864 |
2022 | 47,398 |
2023 | $ 46,136 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2015 | |
Lessee, Lease, Description [Line Items] | |||
Renewal term (up to) | 30 years | ||
Termination option (within) | 1 year | ||
Sale and leaseback transaction | $ 2,000 | ||
Deferred gain from sale and leaseback transaction | $ 93 | ||
Minimum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 1 year | ||
Maximum | |||
Lessee, Lease, Description [Line Items] | |||
Remaining lease term | 19 years |
Leases - Schedule of Consolidat
Leases - Schedule of Consolidated Balance Sheet Information (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
ROU operating lease assets | $ 80,453 |
Short-term operating lease liabilities | 11,825 |
Long-term operating lease liabilities | 72,243 |
Total operating lease liabilities | $ 84,068 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease cost | $ 3,827 |
Sublease (income) | (146) |
Net lease cost | $ 3,681 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 3,713 |
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | $ 1,162 |
Leases - Supplemental Disclosur
Leases - Supplemental Disclosure (Details) | Mar. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term | 12 years |
Weighted average discount rate | 3.30% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Leases [Abstract] | |
Remaining 2019 | $ 10,380 |
2020 | 12,251 |
2021 | 11,109 |
2022 | 8,822 |
2023 | 7,026 |
Thereafter | 53,203 |
Total lease payments | 102,791 |
Less: Imputed interest | (18,723) |
Less: Imputed interest | $ 84,068 |
Leases - Schedule of Minimum Pa
Leases - Schedule of Minimum Payments Under Operating Lease Agreements (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 13,421 |
2020 | 11,319 |
2021 | 9,995 |
2022 | 8,053 |
2023 | 6,953 |
Thereafter | 52,754 |
Total | $ 102,495 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
U.S. Department of Justice Matter | ||
Loss Contingencies [Line Items] | ||
Legal expenses | $ 1.7 | $ 1.7 |
Uncategorized Items - mmsi-3312
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 93,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 93,000 |