Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 27, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 0-18592 | ||
Entity Registrant Name | MERIT MEDICAL SYSTEMS INC | ||
Entity Incorporation, State or Country Code | UT | ||
Entity Central Index Key | 0000856982 | ||
Entity Tax Identification Number | 87-0447695 | ||
Entity Address, Address Line One | 1600 West Merit Parkway | ||
Entity Address, City or Town | South Jordan | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84095 | ||
City Area Code | 801 | ||
Local Phone Number | 253-1600 | ||
Title of 12(b) Security | Common Stock, no par value | ||
Trading Symbol | MMSI | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 55,216,906 | ||
Entity Public Float | $ 3.2 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 44,320 | $ 67,359 |
Trade receivables - net of allowance for uncollectible accounts - 2019 - $3,108 and 2018 - $2,355 | 155,365 | 137,174 |
Other receivables | 10,016 | 11,879 |
Inventories | 225,698 | 197,536 |
Prepaid expenses and other current assets | 12,497 | 11,326 |
Prepaid income taxes | 3,491 | 3,627 |
Income tax refund receivables | 3,151 | 933 |
Total current assets | 454,538 | 429,834 |
PROPERTY AND EQUIPMENT: | ||
Land and land improvements | 27,554 | 26,801 |
Buildings | 153,863 | 151,251 |
Manufacturing equipment | 244,368 | 221,029 |
Furniture and fixtures | 57,623 | 54,765 |
Leasehold improvements | 43,311 | 33,678 |
Construction-in-progress | 83,685 | 53,491 |
Total property and equipment | 610,404 | 541,015 |
Less accumulated depreciation | (231,619) | (209,563) |
Property and equipment - net | 378,785 | 331,452 |
OTHER ASSETS: | ||
Goodwill | 353,193 | 335,433 |
Deferred income tax assets | 3,788 | 3,001 |
Right-of-use operating lease assets | 80,244 | |
Other assets | 41,461 | 57,579 |
Total other assets | 923,998 | 858,726 |
TOTAL ASSETS | 1,757,321 | 1,620,012 |
CURRENT LIABILITIES: | ||
Trade payables | 54,623 | 54,024 |
Accrued expenses | 105,184 | 96,173 |
Current portion of long-term debt | 7,500 | 22,000 |
Short-term operating lease liabilities | 11,550 | |
Income taxes payable | 2,799 | 3,146 |
Total current liabilities | 181,656 | 175,343 |
LONG-TERM DEBT | 431,984 | 373,152 |
DEFERRED INCOME TAX LIABILITIES | 45,236 | 56,363 |
LONG-TERM INCOME TAXES PAYABLE | 347 | 392 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 1,990 | 3,013 |
DEFERRED COMPENSATION PAYABLE | 14,855 | 11,219 |
DEFERRED CREDITS | 2,122 | 2,261 |
LONG-TERM OPERATING LEASE LIABILITIES | 72,714 | |
OTHER LONG-TERM OBLIGATIONS | 56,473 | 65,494 |
Total liabilities | 807,377 | 687,237 |
COMMITMENTS AND CONTINGENCIES (Notes 3, 8, 9, 10 and 18) | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock - 5,000 shares authorized as of December 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 December 31, 2019 - 55,213 and December 31, 2018 - 54,893 | 587,017 | 571,383 |
Retained earnings | 368,221 | 363,425 |
Accumulated other comprehensive loss | (5,294) | (2,033) |
Total stockholders' equity | 949,944 | 932,775 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,757,321 | 1,620,012 |
Developed technology | ||
OTHER ASSETS: | ||
Intangible assets | 379,529 | 383,147 |
Other | ||
OTHER ASSETS: | ||
Intangible assets | $ 65,783 | $ 79,566 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
CURRENT ASSETS: | ||
Trade receivables, allowances | $ 3,108 | $ 2,355 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock shares authorized (in shares) | 5,000 | 5,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Common stock shares authorized (in shares) | 100,000 | 100,000 |
Common stock shares issued (in shares) | 55,213 | 54,893 |
Common stock shares outstanding (in shares) | 55,213 | 54,893 |
Developed technology | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 149,947 | $ 102,357 |
Other | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 65,607 | $ 49,136 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | |||
NET SALES | $ 994,852 | $ 882,753 | $ 727,852 |
COST OF SALES | 562,486 | 487,983 | 401,599 |
GROSS PROFIT | 432,366 | 394,770 | 326,253 |
OPERATING EXPENSES: | |||
Selling, general and administrative | 327,274 | 276,018 | 229,134 |
Research and development | 65,615 | 59,532 | 51,403 |
Impairment and other charges | 23,750 | 657 | 809 |
Contingent consideration (benefit) | (232) | (698) | (298) |
Acquired in-process research and development | 525 | 644 | 12,136 |
Total operating expenses | 416,932 | 336,153 | 293,184 |
INCOME FROM OPERATIONS | 15,434 | 58,617 | 33,069 |
OTHER INCOME (EXPENSE): | |||
Interest income | (291) | 1,199 | 381 |
Interest expense | (12,413) | (10,360) | (7,736) |
Gain on bargain purchase | 11,039 | ||
Other income (expense) - net | (537) | 63 | (872) |
Total other income (expense) - net | (13,241) | (9,098) | 2,812 |
INCOME BEFORE INCOME TAXES | 2,193 | 49,519 | 35,881 |
INCOME TAX EXPENSE (BENEFIT) | (3,258) | 7,502 | 8,358 |
NET INCOME | $ 5,451 | $ 42,017 | $ 27,523 |
EARNINGS PER COMMON SHARE: | |||
Basic (in dollars per share) | $ 0.10 | $ 0.80 | $ 0.56 |
Diluted (in dollars per share) | $ 0.10 | $ 0.78 | $ 0.55 |
AVERAGE COMMON SHARES: | |||
Basic (in shares) | 55,075 | 52,268 | 48,805 |
Diluted (in shares) | 56,235 | 53,931 | 50,101 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 5,451 | $ 42,017 | $ 27,523 |
Other comprehensive income (loss): | |||
Cash flow hedges | (5,456) | 64 | 901 |
Income tax benefit (expense) | 1,404 | (16) | (350) |
Foreign currency translation adjustment | (18) | (3,606) | 3,117 |
Income tax benefit (expense) | 61 | (9) | (252) |
Total other comprehensive income (loss) | (4,009) | (3,567) | 3,416 |
Total comprehensive income | $ 1,442 | $ 38,450 | $ 30,939 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Beginning balance at Dec. 31, 2016 | $ 206,186 | $ 293,885 | $ (1,882) | $ 498,189 |
Beginning balance (in shares) at Dec. 31, 2016 | 44,645 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 27,523 | 27,523 | ||
Other comprehensive income (loss) | 3,416 | 3,416 | ||
Stock-based compensation expense | $ 4,075 | 4,075 | ||
Options exercised | $ 5,689 | 5,689 | ||
Options exercised (in shares) | 404 | |||
Issuance of common stock under Employee Stock Purchase Plan | $ 836 | 836 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 24 | |||
Issuance of common stock, net of offering costs | $ 136,606 | $ 136,606 | ||
Issuance of common stock, net of offering costs (in shares) | 5,175 | |||
Shares surrendered in exchange for exercise of stock options (in shares) | 0 | |||
Ending balance at Dec. 31, 2017 | $ 353,392 | 321,408 | 1,534 | $ 676,334 |
Ending balance (in shares) at Dec. 31, 2017 | 50,248 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 42,017 | 42,017 | ||
Other comprehensive income (loss) | (3,567) | (3,567) | ||
Stock-based compensation expense | $ 6,117 | 6,117 | ||
Options exercised | $ 10,634 | 10,634 | ||
Options exercised (in shares) | 690 | |||
Issuance of common stock under Employee Stock Purchase Plan | $ 1,087 | 1,087 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 22 | |||
Issuance of common stock, net of offering costs | $ 205,030 | 205,030 | ||
Issuance of common stock, net of offering costs (in shares) | 4,025 | |||
Shares surrendered in exchange for payment of payroll tax liabilities | $ (2,616) | (2,616) | ||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (49) | |||
Shares surrendered in exchange for exercise of stock options | $ (2,261) | $ (2,261) | ||
Shares surrendered in exchange for exercise of stock options (in shares) | (43) | (43) | ||
Ending balance at Dec. 31, 2018 | $ 571,383 | 363,425 | (2,033) | $ 932,775 |
Ending balance (in shares) at Dec. 31, 2018 | 54,893 | 54,893 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 5,451 | $ 5,451 | ||
Reclassification adjustment upon adoption of ASU | ASU 2016-02 | 93 | 93 | ||
Reclassification adjustment upon adoption of ASU | ASU 2018-02 | (748) | 748 | ||
Other comprehensive income (loss) | (4,009) | (4,009) | ||
Stock-based compensation expense | $ 9,382 | 9,382 | ||
Options exercised | $ 4,930 | $ 4,930 | ||
Options exercised (in shares) | 288 | 288 | ||
Issuance of common stock under Employee Stock Purchase Plan | $ 1,415 | $ 1,415 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 35 | |||
Shares surrendered in exchange for exercise of stock options | $ (93) | $ (93) | ||
Shares surrendered in exchange for exercise of stock options (in shares) | (3) | (3) | ||
Ending balance at Dec. 31, 2019 | $ 587,017 | $ 368,221 | $ (5,294) | $ 949,944 |
Ending balance (in shares) at Dec. 31, 2019 | 55,213 | 55,213 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 5,451 | $ 42,017 | $ 27,523 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 92,100 | 69,546 | 53,582 |
Gain on bargain purchase | (11,039) | ||
Loss on sales and/or abandonment of property and equipment | 115 | 625 | 427 |
Write-off of certain intangible assets and other long-term assets | 25,563 | 814 | 988 |
Acquired in-process research and development | 525 | 644 | 12,136 |
Amortization of right-of-use operating lease assets | 12,256 | ||
Amortization of deferred credits | (139) | (142) | (147) |
Amortization of long-term debt issuance costs | 721 | 804 | 685 |
Deferred income taxes | (12,436) | 2,052 | (1,304) |
Stock-based compensation expense | 9,382 | 6,117 | 4,075 |
Changes in operating assets and liabilities, net of effects from acquisitions: | |||
Trade receivables | (17,900) | (27,522) | (12,844) |
Other receivables | 1,859 | (2,754) | (3,557) |
Inventories | (27,044) | (28,172) | (17,834) |
Prepaid expenses and other current assets | (1,239) | (2,000) | (1,236) |
Prepaid income taxes | 128 | (444) | (611) |
Income tax refund receivables | (2,247) | 232 | (588) |
Other assets | (5,141) | 315 | (3,735) |
Trade payables | (2,295) | 15,726 | 417 |
Accrued expenses | 9,580 | 12,706 | 6,461 |
Income taxes payable | (351) | 918 | 21 |
Long-term income taxes payable | (45) | (4,454) | 4,846 |
Liabilities related to unrecognized tax benefits | (794) | 267 | (19) |
Deferred compensation payable | 3,635 | 39 | 1,970 |
Operating lease liabilities | (11,970) | ||
Other long-term obligations | (1,901) | (801) | 2,510 |
Total adjustments | 72,362 | 44,516 | 35,204 |
Net cash provided by operating activities | 77,813 | 86,533 | 62,727 |
Capital expenditures for: | |||
Property and equipment | (78,173) | (63,324) | (38,623) |
Intangible assets | (3,324) | (3,012) | (2,577) |
Proceeds from the sale of property and equipment | 920 | 55 | 21 |
Issuance of note receivable | (10,750) | ||
Cash paid in acquisitions, net of cash acquired | (53,904) | (301,789) | (105,582) |
Net cash used in investing activities | (134,481) | (378,820) | (146,761) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from issuance of common stock | 6,252 | 214,993 | 143,810 |
Offering costs | (366) | (816) | |
Proceeds from issuance of long-term debt | 246,659 | 639,108 | 197,214 |
Payments on long-term debt | (202,159) | (522,608) | (243,214) |
Long-term debt issuance costs | (1,479) | (416) | |
Contingent payments related to acquisitions | (15,740) | (231) | (61) |
Payment of taxes related to an exchange of common stock | (2,616) | ||
Net cash provided by financing activities | 33,533 | 328,280 | 96,517 |
EFFECT OF EXCHANGE RATES ON CASH | 96 | (970) | 682 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | (23,039) | 35,023 | 13,165 |
CASH AND CASH EQUIVALENTS: | |||
Beginning of period | 67,359 | 32,336 | 19,171 |
End of period | 44,320 | 67,359 | 32,336 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||
Interest (net of capitalized interest of $1,290, $647 and $513, respectively) | 12,434 | 10,324 | 7,707 |
Income taxes | 12,069 | 8,692 | 6,049 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | |||
Property and equipment purchases in accounts payable | 7,952 | 4,989 | 1,992 |
Receivable for issuance of common stock associated with option exercises | 137 | ||
Acquisition purchases in accrued expenses and other long-term obligations | 10,541 | 72,209 | $ 10,488 |
Merit common stock surrendered (3, 43, and 0 shares, respectively) in exchange for exercise of stock options | 93 | $ 2,261 | |
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | $ 10,637 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Cash Flows [Abstract] | |||
Net capitalized interest | $ 1,290 | $ 647 | $ 513 |
Shares surrendered in exchange for exercise of stock options (in shares) | 3 | 43 | 0 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. Organization We manufacture our products in plants located in the U.S., Mexico, The Netherlands, Ireland, France, Brazil, Australia, and Singapore. We export sales to dealers and have direct or modified direct sales forces in the U.S., Canada, Western Europe, Australia, Brazil, Russia, Japan, China, Malaysia, South Korea, UAE, India, New Zealand and South Africa (see Note 13). Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The following is a summary of the more significant of such policies. Use of Estimates in Preparing Financial Statements Principles of Consolidation Cash and Cash Equivalents Receivables Inventories Goodwill and Intangible Assets exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value. Finite-lived intangible assets including developed technology, customer lists, distribution agreements, license agreements, trademarks, covenants not to compete and patents are subject to amortization. Intangible assets are amortized over their estimated useful life on a straight-line basis, except for customer lists, which are generally amortized on an accelerated basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. We evaluate the recoverability of our finite-lived intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists. In-process technology intangible assets, which are not subject to amortization until projects reach commercialization, are assessed for impairment at least annually and more frequently if events occur that would indicate a potential reduction in the fair value of the assets below their carrying value. An impairment charge would be recognized to the extent the carrying amount of the in-process technology exceeded its fair value. Long-Lived Assets Property and Equipment Buildings 40 years Manufacturing equipment 4 - 20 years Furniture and fixtures 3 - 20 years Land improvements 10 - 20 years Leasehold improvements 4 - 25 years Depreciation expense related to property and equipment for the years ended December 31, 2019, 2018 and 2017 was approximately $31.4 million, $28.3 million, and $26.8 million, respectively. Deferred Compensation Other Assets 2019 2018 Deferred compensation plan assets $ 15,053 $ 11,716 Investments in privately held companies 17,129 22,530 Long-term notes receivable 2,722 13,504 Other 6,557 9,829 Total $ 41,461 $ 57,579 We analyze our investments in privately held companies to determine if they should be accounted for using the equity method based on our ability to exercise significant influence over operating and financial policies of the investment. Our share of earnings associated with equity method investments is reported within other income (expense) in our consolidated statements of income. Investments not accounted for under the equity method of accounting are accounted for at cost minus impairment, if applicable, plus or minus changes in valuation resulting from observable transactions for identical or similar investments. On April 6, 2018, we entered into long-term agreements with NinePoint, pursuant to which we (a) became the exclusive worldwide distributor for the NvisionVLE® Imaging System and (b) acquired an option to purchase up to 100% of the outstanding equity in NinePoint, both in exchange for total consideration of $10 million. In addition, we made a loan to NinePoint for $10.5 million bearing interest at a rate of 9.0% and collateralized by NinePoint’s rights, interest and title to the NvisionVLE® Imaging System. In 2019, we determined our investments in NinePoint were impaired and recorded total impairment charges of $20.5 million for our investments in NinePoint. We also wrote off $1.6 million of accrued interest related to the note receivable from NinePoint. In January 2020, our option to purchase the outstanding equity of NinePoint expired. Other Long-term Obligations. 2019 2018 Contingent consideration liabilities $ 48,088 $ 58,486 Other long-term obligations 8,385 7,008 Total $ 56,473 $ 65,494 In connection with a business combination, any contingent consideration is recorded at fair value on the acquisition date based upon the consideration expected to be transferred in the future. We re-measure the estimated liability each quarter based upon changes in the timing and amount of revenue estimates, as well as changes in the discount rate or periods. Changes in the estimated fair value are recorded through operating expense in our consolidated statements of income. Revenue Recognition Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates of variable consideration are based on historical payment experience, historical and projected sales data, and current contract terms. Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the years ended December 31, 2019, 2018 and 2017. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes. We present these taxes on a net basis. Shipping and Handling Cost of Sales Research and Development Income Taxes Earnings per Common Share Fair Value Measurements Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Stock-Based Compensation Compensation — Stock Compensation Concentration of Credit Risk Foreign Currency Derivatives New 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) In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation - Stock Compensation 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 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 and resulted in a decrease of approximately $748,000 to retained earnings due to the reclassification from AOCI In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities Not Yet Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13 , Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We currently believe that all other issued and not yet effective accounting standards are not relevant to our financial statements. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 2. The following table presents sales by operating segment disaggregated based on type of product and geographic region for the years ended December 31, 2019, 2018 and 2017. Year Ended Year Ended Year Ended December 31, 2019 December 31, 2018 December 31, 2017 United States International Total United States International Total United States International Total Cardiovascular Stand-alone devices $ 222,263 $ 179,203 $ 401,466 $ 202,129 $ 159,484 $ 361,613 $ 148,620 $ 126,836 $ 275,456 Cianna Medical 49,324 212 49,536 6,292 — 6,292 — — — Custom kits and procedure trays 92,038 43,818 135,856 92,975 41,781 134,756 92,474 33,615 126,089 Inflation devices 32,795 57,886 90,681 31,717 60,702 92,419 31,848 48,027 79,875 Catheters 81,183 96,693 177,876 68,708 86,817 155,525 62,284 65,463 127,747 Embolization devices 21,222 30,850 52,072 20,433 29,605 50,038 22,374 27,158 49,532 CRM/EP 44,291 9,203 53,494 41,970 6,864 48,834 36,746 5,168 41,914 Total 543,116 417,865 960,981 464,224 385,253 849,477 394,346 306,267 700,613 Endoscopy Endoscopy devices 32,595 1,276 33,871 32,189 1,087 33,276 26,357 882 27,239 Total $ 575,711 $ 419,141 $ 994,852 $ 496,413 $ 386,340 $ 882,753 $ 420,703 $ 307,149 $ 727,852 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | 3. On October 11, 2019, we entered into a subscription and shareholders’ agreement to acquire 3,900 ordinary shares and 1,365 C ordinary shares of Selio Medical Limited ("Selio"), an option to purchase all ordinary shares in Selio throughout a 45 day period commencing from the date Selio receives FDA Section 510(k) approval of a medical device it is currently developing, and an option to purchase all remaining shares on the third anniversary date of the agreement if we elect to purchase all ordinary shares. The shares of stock we acquired, which represent an ownership interest of approximately 19.5%, have been recorded as an equity investment accounted for at cost because we are not able to exercise significant influence over the operations of Selio. The investment and purchase option of approximately $2.6 million are reflected within other assets in the accompanying consolidated balance sheets. In addition, we have a loan to Selio of $250,000, reflected within other assets, and have committed to provide a loan up to an additional €2 million at the discretion of the borrower. Amounts outstanding under the loan accrue interest at a rate of 5% per annum payable monthly. All amounts outstanding under the loan agreement become due and payable at the first anniversary of the expiration of our option to purchase all ordinary shares. On August 1, 2019, we entered into a share purchase agreement to acquire Fibrovein Holdings Limited, which is the owner of 100% of the capital stock of STD Pharmaceutical Products Limited, a UK private company engaged in the manufacture, distribution and sale of pharmaceutical sclerotherapy products (“STD Pharmaceutical”). The purchase consideration consisted of an upfront payment of approximately $13.7 million, net of cash acquired. We also recorded a contingent consideration liability of $934,000 related to royalties potentially payable pursuant to the terms of the share purchase agreement. We accounted for this acquisition as a business combination. 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 STD Pharmaceutical acquisition, which were included in selling, general and administrative expenses, were not material. Assets Acquired Trade receivables $ 277 Inventories 843 Prepaid expenses and other assets 49 Intangibles Developed technology 10,428 Goodwill 4,975 Total assets acquired 16,572 Liabilities Assumed Trade payables (53) Accrued expenses (29) Deferred income tax liabilities (1,890) Total liabilities assumed (1,972) Total net assets acquired $ 14,600 We are amortizing the developed technology intangible asset acquired from STD Pharmaceutical over 12 years. The goodwill consists largely of the synergies we hope to achieve from combining operations and is not expected to be deductible for income tax purposes. On June 14, 2019, we consummated an acquisition transaction contemplated by a merger agreement to acquire Brightwater Medical, Inc. ("Brightwater"). The purchase consideration consisted of an upfront payment of $35 million plus a final working capital adjustment of approximately $39,000, net of cash acquired, with potential earn-out payments of up to an additional $5 million for achievement of CE certification with respect to the Brightwater ConvertX®, a single-use device used to replace a series of devices and procedures used to treat severe obstructions of the ureter, and up to an additional $10 million for the achievement of sales milestones specified in the merger agreement. The ConvertX device is designed to be implanted once and converted from a nephroureteral catheter to a nephroureteral stent without requiring sedation or local anesthesia. Brightwater recently received FDA clearance for the ConvertX biliary stent device. We accounted for this acquisition as a business combination. 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 Brightwater acquisition, which were included in selling, general and administrative expenses, were not material. During the fourth quarter of 2019, certain immaterial measurement period adjustments have been made to the preliminary purchase price allocation primarily related to the deferred tax liabilities associated with the fair value of the acquired net assets which was offset to goodwill. The purchase price was preliminarily allocated as follows (in thousands): Assets Acquired Trade receivables $ 55 Inventories 349 Property and equipment 409 Other long-term assets 30 Intangibles Developed technology 31,960 Customer lists 83 Trademarks 250 Goodwill 17,492 Total assets acquired 50,628 Liabilities Assumed Trade payables (58) Accrued expenses (261) Other long-term obligations (1,522) Deferred income tax liabilities (4,148) Total liabilities assumed (5,989) Total net assets acquired $ 44,639 We are amortizing the developed technology intangible asset acquired from Brightwater over 13 years, the related trademarks over five years and the customer list on an accelerated basis over one year. The total weighted-average amortization period for these acquired intangible assets is approximately 12.9 years. The goodwill consists largely of the synergies and economies of scale we hope to achieve from combining the acquired assets and operations with our historical operations and is not expected to be deductible for income tax purposes. 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 our accompanying consolidated balance sheet 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 11.6% 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 Insights’ 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 a targeted treatment area. We accounted for this acquisition as a business combination. The purchase consideration included an upfront payment of $40 million, and a final working capital adjustment of approximately $15,000 paid by Vascular Insights in the third quarter of 2019. We are also 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 year ended December 31, 2019 net sales of products acquired from Vascular Insights were approximately $7.5 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. The following table summarizes the purchase price allocated to the net assets acquired as follows (in thousands): Inventories $ 1,353 Intangibles Developed technology 32,750 Customer list 840 Trademarks 1,410 Goodwill 21,832 Total net assets acquired $ 58,185 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. The goodwill arising principally from synergies anticipated upon consolidation of operations is expected the be deductible for income tax purposes. 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 earn-out payments of $15 million for achievement of supply chain and scalability metrics paid in the third quarter of 2019 and potential payments up to an additional $50 million for the achievement of sales milestones specified in the merger agreement. 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 years ended December 31, 2019 and 2018, net sales of Cianna Medical products were approximately $49.5 million and $6.3 million, respectively. 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 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. During the measurement period, which ended in November 2019, adjustments were made to finalize the allocation of purchase price related to deferred income tax liabilities and goodwill. The following table summarizes the 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 61,379 Total assets acquired 219,629 Liabilities Assumed Trade payables (1,497) Accrued expenses (2,384) Other long-term liabilities (1,527) Deferred income tax liabilities (25,940) Total liabilities assumed (31,348) 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. The goodwill consists largely of the synergies and economies of scale we hope to achieve from combining the acquired assets and operations with our historical operations and is not expected to be deductible for income tax purposes. During July 2018, we purchased 1,786,000 preferred limited liability company units of Cagent Vascular, LLC, a medical device company ("Cagent"), for approximately $2.2 million. We had previously purchased 3,000,000 preferred limited liability company units of Cagent for approximately $3.0 million during 2016 and 2017. Our investment 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 Cagent. Our total current investment in Cagent represents an ownership of approximately 19.5% of the outstanding stock. 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 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. The goodwill arising principally from synergies anticipated upon consolidation of operations is expected to be deductible for income tax purposes. On May 18, 2018, we paid $750,000 for a distribution agreement with QXMédical, LLC ("QXMédical") for the Q50® PLUS Stent Graft Balloon Catheter. We accounted for this acquisition as an asset purchase. We are amortizing the distribution agreement intangible asset over a period of ten years. On April 6, 2018, we entered into long-term agreements with NinePoint, pursuant to which we (a) became the exclusive worldwide distributor for the NvisionVLE® Imaging System with Real-time Targeting™ using Optical Coherence Tomography (OCT) and (b) acquired an option to purchase up to 100% of the outstanding equity in NinePoint throughout a three-month period commencing 18 months subsequent to the agreement date, both in exchange for total consideration of $10 million. In addition, we made a loan to NinePoint for $10.5 million with a maturity date of April 6, 2023, at which time the loan, together with accrued interest thereon, will be due and payable. The loan bears interest at a rate of 9.0% and is collateralized by NinePoint’s rights, interest and title to the NvisionVLE® Imaging System and any other product owned or licensed by NinePoint utilizing OCT. This loan has been recorded as a note receivable within other long-term assets in our consolidated balance sheets. We utilized the consolidation of variable interest entities guidance to determine whether or not NinePoint was a variable interest entity ("VIE"), and if so, whether we are the primary beneficiary of NinePoint. As of December 31, 2018, we concluded that NinePoint is a VIE based on the fact that the equity investment at risk in NinePoint is not sufficient to finance its activities. We have also determined that Merit is not the primary beneficiary of NinePoint as we do not have the power to direct NinePoint’s most significant activities. The results of operations related to NinePoint have been included in our endoscopy segment since the acquisition date. During the years ended December 31, 2019 and 2018 our net sales of NinePoint products were approximately $2.9 million and $3.0 million, respectively. Our exposure to loss related to our transaction with NinePoint was the carrying value of the amounts paid to and due from NinePoint. In 2019, we determined our investments in NinePoint were impaired, and we recorded impairment charges of $20.5 million for the NinePoint note receivable and purchase option and $1.6 million related to interest accrued on the note receivable. In January 2020, our option to purchase the outstanding equity of NinePoint expired. On February 14, 2018, we acquired certain divested assets from Becton, Dickinson and Company ("BD"), for an aggregate purchase price of $100.3 million. We also recorded a contingent consideration liability of $1.6 million related to milestone payments payable pursuant to the terms of the acquired contract with Sontina Medical LLC. The assets acquired include the soft tissue core needle biopsy products sold under the tradenames of Achieve® Programmable Automatic Biopsy System, Temno® Biopsy System and TruCut® Biopsy Needles as well as the Aspira® Pleural Effusion Drainage Kits, and the Aspira® Peritoneal Drainage System. We accounted for this acquisition as a business combination. During the years ended December 31, 2019 and 2018, net sales of BD products were approximately $46.8 million and $42.1 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. During the measurement period, which ended in December 2018, adjustments were made to finalize the allocation of purchase price related to intangible assets, goodwill and contingent liabilities. 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 approximately eight years. The goodwill arising principally from synergies anticipated upon consolidation of operations is expected to be deductible for income tax purposes. On October 2, 2017 we acquired a custom procedure pack business located in Melbourne, Australia from ITL, for an aggregate purchase price of $11.3 million. We accounted for this acquisition as a business combination. The following table summarizes the aggregate purchase price allocated to the assets acquired from ITL (in thousands): Assets Acquired Trade receivables $ 1,287 Other receivables 56 Inventories 1,808 Prepaid expenses and other assets 65 Property and equipment 1,053 Intangibles Customer lists 5,940 Goodwill 3,945 Total assets acquired 14,154 Liabilities Assumed Trade payables (216) Accrued expenses (747) Deferred tax liabilities (1,901) Total liabilities assumed (2,864) Total net assets acquired $ 11,290 We are amortizing the customer list on an accelerated basis over seven years. The goodwill consists largely of the synergies and economies of scale we hope to achieve from combining the acquired assets and operations with our historical operations and is not expected to be deductible for income tax purposes. Acquisition-related costs associated with the ITL acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were not material. The results of operations related to this acquisition have been included in our cardiovascular segment since the acquisition date. During the years ended December 31, 2019, 2018 and 2017, our net sales of ITL products were approximately $7.7 million, $8.0 million and $3.3 million, respectively. It is not practical to separately report the earnings related to the ITL acquisition, as we cannot split out sales costs related solely to the products we acquired from ITL, principally because our sales representatives sell multiple products (including the products we acquired from ITL) in our cardiovascular business segment. On September 1, 2017, we acquired intellectual property rights associated with a steerable guidewire system from IntelliMedical Technologies Pty. Ltd. ("IntelliMedical"). We made an initial payment of approximately $11.9 million in September 2017, and we are obligated to pay up to an additional A$15.0 million (Australian dollars) if certain milestones set forth in the share purchase agreement with IntelliMedical are achieved. We are also required to pay royalties equal to 6% of net sales, commencing upon the first commercial sale of the product and throughout the term of the applicable patents. We accounted for this transaction as an asset purchase. The initial payment has been included in the accompanying consolidated statements of income as acquired in-process research and development expense for the year ended December 31, 2017, because technological feasibility of the underlying research and development project had not yet been reached and such technology had no identified future alternative use as of the date of acquisition. On August 4, 2017 we acquired from Laurane Medical S.A.S. ("Laurane") and its shareholders inventories and the intellectual property rights associated with certain manual bone biopsy devices, manual bone marrow needles and muscle biopsy kits for an aggregate purchase price of $16.5 million. We also recorded a contingent consideration liability of $5.5 million related to royalties potentially payable to Laurane’s shareholders pursuant to the terms of an intellectual property purchase agreement. We accounted for this acquisition as a business combination. The following table summarizes the aggregate purchase price (including contingent royalty payment liabilities) allocated to the assets acquired from Laurane (in thousands): Inventories $ 594 Intangibles Developed technology 14,920 Customer list 120 Goodwill 6,366 Total net assets acquired $ 22,000 We are amortizing the developed technology intangible asset over 12 years and the customer list on an accelerated basis over one year. The total weighted-average amortization period for these acquired intangible assets is 11.9 years. The goodwill arising principally from synergies anticipated upon consolidation of operations is expected the be deductible for income tax purposes. The sales and results of operations related to the acquisition have been included in our cardiovascular segment since the acquisition date and were not material. Acquisition-related costs associated with the Laurane acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were not material. On July 3, 2017, we acquired from Osseon LLC (“Osseon”) substantially all the assets related to Osseon’s vertebral augmentation products. We accounted for this acquisition as a business combination. The purchase price for the assets was approximately $6.8 million. Acquisition-related costs associated with the Osseon acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were not material. The results of operations related to this acquisition have been included in our cardiovascular segment since the acquisition date. During the years ended December 31, 2019, 2018 and 2017, our net sales of Osseon products were approximately $1.7 million, $2.1 million and $942,000, respectively. It is not practical to separately report the earnings related to the Osseon acquisition, as we cannot split out sales costs related solely to the products we acquired from Osseon, principally because our sales representatives sell multiple products (including the products we acquired from Osseon) in our cardiovascular business segment. The following table summarizes the purchase price allocated to the assets acquired (in thousands): Inventories $ 979 Property and equipment 58 Intangibles Developed technology 5,400 Customer list 200 Goodwill 203 Total net assets acquired $ 6,840 We are amortizing the developed technology intangible asset over nine years and customer lists on an accelerated basis over eight years. The total weighted-average amortization period for these acquired intangible assets is approximately 9.0 years. The goodwill arising principally from synergies anticipated upon consolidation of operations is expected the be deductible for income tax purposes. On July 1, 2017, we entered into an exclusive license agreement with Pleuratech ApS ("Pleuratech") to acquire the rights to manufacture and sell the KatGuide TM On June 16, 2017, we acquired from Lazarus Medical Technologies, LLC the patent rights and other intellectual property related to the Repositionable Chest Tube TM On May 23, 2017, we paid $2.5 million to acquire 182,000 shares of preferred stock of Fusion Medical, Inc. ("Fusion"), a developer of medical devices designed primarily for clot removal. The shares of preferred stock we acquired, which represent an ownership interest of approximately 19.5%, have been accounted for as an equity method investment of $2.5 million reflected within other assets in the accompanying consolidated balance sheets because we may be deemed to exercise significant influence over the operations of Fusion. On May 19, 2017, we terminated our distribution agreement with Sheen Man Co., Ltd. and Sugan Co, Ltd., ("Sugan"), a Japanese medical device distributor and entered into a business purchase agreement, distribution agreement and a supply agreement with Sugan. Pursuant to these agreements, we acquired the customer list Sugan used in the distribution of our products in Japan. The purchase price is recorded as a customer list intangible asset of approximately $1.2 million. We are amortizing the customer list intangible asset on an accelerated basis over five years. In addition, we granted to Sugan the right to continue to distribute a limited number of our products, related to fluid administration, through December 31, 2021 and to manufacture and sell to Sugan certain contrast injector products during a term of four years, subject to extensions. On May 1, 2017, we entered into an agreement and plan of merger with Vascular Access Technologies, Inc. ("VAT"), pursuant to which we acquired the SAFECVAD™ device. We accounted for this acquisition as a business combination. The purchase price for the business was $5.0 million. We also recorded $4.9 million of contingent consideration related to royalties potentially payable to VAT pursuant to the merger agreement. The following table summarizes the purchase price allocated to the net assets acquired and liabilities assumed (in thousands): Intangibles Developed technology $ 7,800 In-process technology 920 Goodwill 4,281 Deferred tax liabilities (3,101) Total net assets acquired $ 9,900 We are amortizing the developed technology intangible asset over 15 years. The goodwill arising principally from synergies anticipated upon consolidation of operations is not expected the be deductible for income tax purposes. The sales and results of operations related to the acquisition have been included in our cardiovascular segment since the acquisition date and were not material. Acquisition-related costs associated with the VAT acquisition, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were not material. On January 31, 2017, we acquired Argon’s critical care division, including a manufacturing facility in Singapore, the related commercial operations in Europe and Japan, and certain inventories and intellectual property rights within the U.S. We made an initial payment of approximately $10.9 million and received a subsequent reduction to the purchase price of approximately $797,000 related to a working capital adjustment according to the terms of the purchase agreement. We accounted for the acquisition as a business combination. Acquisition-related costs associated with the acquisition of the Argon critical care division during the year ended December 31, 2017, which are included in selling, general and administrative expenses in the accompanying consolidated statements of income, were approximately $2.6 million. The results of operations related to this acquisition have been included in our cardiovascular segment since the acquisition date. During the years ended December 31, 2019, 2018 and 2017, our net sales of the Argon critical care products were approximately $46.8 million, $45.5 million and $41.2 million, respectively. It is not practical to separately report the earnings related to the Argon critical care acquisition, as we cannot split out sales costs related solely to the products we acquired from Argon, principally because our sales representatives sell multiple products (including the products we acquired from Argon) in our cardiovascular business segment. The assets and liabilities in the purchase price allocation for the Argon critical care acquisition are stated at fair value based on estimates of fair value using available information and making assumptions our management believes are reasonable. The following table summarizes the purchase price allocated to the net tangible and intangible assets acquired and liabilities assumed (in thousands): Assets Acquired Cash and cash equivalents $ 1,436 Trade receivables 8,351 Inventories 11,222 Prepaid expenses and other assets 1,275 Income tax refund receivable 165 Property and equipment 2,319 Deferred tax assets 202 Intangibles Developed technology 2,200 Customer lists 1,500 Trademarks 900 Total assets acquired 29,570 Liabilities Assumed Trade payables (2,414) Accrued expenses (5,083) Deferred income tax liabilities (934) Total liabilities assumed (8,431) Total net assets acquired 21,139 Gain on bargain purchase (1) (11,039) Total purchase price $ 10,100 (1) The total fair value of the net assets acquired from Argon exceeded the purchase price, resulting in a gain on bargain purchase which was recorded within other income (expense) in our consolidated statements of income. We believe the reason for the gain on bargain purchase was a result of the divestiture of a non-strategic, slow-growth critical care business for Argon. It is our understanding that the divestiture allows Argon to focus on its higher growth interventional portfolio. With respect to the Argon critical care assets, we are amortizing developed technology over seven years and customer lists on an accelerated basis over five years. While U.S. trademarks can be renewed indefinitely, we currently estimate that we will generate cash flow from the acquired trademarks for a period of five years from the acquisition date. The total weighted-average amortization period for these acquired intangible assets is 6.0 years. On January 31, 2017, we acquired substantially all the assets, including intellectual property covered by approximately 40 patents and pending applications, and assumed certain liabilities, of Catheter Connections, Inc. (“Catheter Connections”), in exchange for payment of $38 million. Catheter Connections, based in Salt Lake City, Utah, developed and marketed the DualCap® System, an innovative family of disinfecting products designed to protect patients from intravenous infections resulting from infusion therapy. We accounted for this acquisition as a business combination. Acquisition-related costs associated with the Catheter Connections acquisition during the year ended December 31, 2017, which are included in selling |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories at December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Finished goods $ 134,467 $ 117,703 Work-in-process 17,602 14,380 Raw materials 73,629 65,453 Total inventories $ 225,698 $ 197,536 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018, are as follows (in thousands): 2019 2018 Goodwill balance at January 1 $ 335,433 $ 238,147 Effect of foreign exchange (199) (1,304) Additions and adjustments as the result of acquisitions 17,959 98,590 Goodwill balance at December 31 $ 353,193 $ 335,433 Total accumulated goodwill impairment losses aggregated to $8.3 million as of December 31, 2019 and 2018. We did not have any goodwill impairments for the years ended December 31, 2019, 2018 and 2017. The total goodwill balance as of December 31, 2019 and 2018, is related to our cardiovascular segment. Other intangible assets at December 31, 2019 and 2018, consisted of the following (in thousands): December 31, 2019 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 22,703 $ (6,863) $ 15,840 Distribution agreements 8,012 (6,794) 1,218 License agreements 26,987 (12,746) 14,241 Trademarks 30,240 (9,477) 20,763 Covenants not to compete 964 (964) — Customer lists 39,984 (28,763) 11,221 In-process technology 2,500 — 2,500 Total $ 131,390 $ (65,607) $ 65,783 December 31, 2018 Gross Carrying Accumulated Net Carrying Amount Amortization 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 years ended December 31, 2019, 2018 and 2017 was approximately $60.7 million, $41.2 million and $26.8 million, respectively. We evaluate long-lived assets, including amortizing intangible assets, for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. We perform the impairment analysis at the asset group for which the lowest level of identifiable cash flows are largely independent of the cash flows of other assets and liabilities. We compare the carrying value of the amortizing intangible assets acquired to the undiscounted cash flows expected to result from the asset group and determine whether the carrying amount is recoverable. We determine the fair value of our amortizing assets based on estimated future cash flows discounted back to their present value using a discount rate that reflects the risk profiles of the underlying activities. We identified indicators of impairment associated with certain acquired intangible assets based on our qualitative assessment, which required us to complete an interim quantitative impairment assessment. The primary indicator of impairment was slower than anticipated sales growth in the acquired products and uncertainty about future product development and commercialization associated with the acquired technologies. During the year ended December 31, 2019, we recorded impairment charges related to our amortizing intangible assets of approximately $869,000 from our July 2015 acquisition of certain assets from Distal Access, LLC, $548,000 from our June 2017 acquisition of certain assets from Lazarus Medical Technologies, LLC, and $1.8 million from our July 2017 acquisition of certain assets from Pleuratech ApS for a total of approximately $3.3 million. During the years ended December 31, 2018 and 2017, we recorded impairment charges of $657,000, related to our July 2015 acquisition of certain assets from Quellent, LLC and $809,000, related to our July 2015 acquisition of certain assets from Distal Access, LLC, respectively. The impairment charges recorded in 2019, 2018, and 2017 all pertained to our cardiovascular segment. Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of December 31, 2019 (in thousands): Year Ending December 31, Estimated Amortization Expense 2020 $ 59,386 2021 52,032 2022 50,682 2023 49,485 2024 46,506 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. On December 22, 2017, U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (“TCJA”) was signed into law. Significant provisions that have impacted (and will in the future impact) our effective tax rate include the reduction in the corporate tax rate from 35% to 21%, effective in 2018; a one-time deemed repatriation (“transition tax”) on earnings of certain foreign subsidiaries that were previously tax deferred; and new taxes on certain foreign sourced earnings. At December 31, 2017, we had not completed our accounting for the tax effects of the TCJA; however, in certain cases, as described below, we made reasonable estimates of the effects on our existing deferred tax balances and impact of the one-time transition tax. In accordance with SEC Staff Accounting Bulletin 118 (“SAB 118”), income tax effects of the TCJA may be refined upon obtaining, preparing, and/or analyzing additional information during the measurement period and such changes could be material. During the measurement period, provisional amounts may also be adjusted for the effects, if any, of interpretative guidance issued after December 31, 2017, by U.S. regulatory and standard-setting bodies. As of December 31, 2017, we were able to determine a reasonable estimate and recognize the provisional impacts of the rate reduction on our existing deferred tax balances and the impact of the transition tax. The reduction in the U.S. corporate tax rate resulted in a net tax benefit of approximately $8.4 million related to the revaluation of our U.S. net deferred tax liability. The transition tax resulted in a one-time tax expense of approximately $10.6 million. As of December 31, 2018, we revised these estimated amounts based upon further analysis of the TCJA and notices and regulations issued and proposed by the U.S. Department of Treasury and the Internal Revenue Service. We recognized an additional tax benefit of approximately $71,000 on the difference between the 2017 U.S. enacted tax rate of 35%, and the 2018 enacted tax rate of 21%. We recognized a tax benefit of approximately $3.3 million from the revised transition tax calculation, which included the completion of our calculation of the total post-1986 foreign earnings and profits (“E&P”) of our foreign subsidiaries, and related foreign tax credits. We elected to pay our transition tax over the eight-year period provided by the TCJA. For tax years beginning after December 31, 2017, the TCJA introduces new provisions of U.S. taxation of certain Global Intangible Low-Tax Income (“GILTI”). The FASB provided guidance that companies should make an accounting policy election to either treat taxes on GILTI as period costs or use the deferred method. We have elected to treat taxes on GILTI as period costs and recognized tax expense of approximately $1.9 million and $347,000 during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2018, we had completed our accounting for the tax effects of the enactment of the TCJA; however, we continue to expect U.S. regulatory and standard-setting bodies to issue guidance and regulations that could have a material financial statement impact on our effective tax rate in future periods. We have historically asserted indefinite reinvestment of the earnings of certain non-U.S. subsidiaries outside the U.S. The TCJA eliminated certain material tax effects on the repatriation of cash to the U.S. As such, future repatriation of cash and other property held by our foreign subsidiaries will generally not be subject to U.S. federal income tax. Therefore, after reevaluation of the permanent reinvestment assertion, we no longer consider our foreign earnings to be permanently reinvested as of December 31, 2018. As a result of the change in the assertion, we recorded tax expense of approximately $638,000 and $5.6 million for foreign withholding taxes on unremitted foreign earnings during the years ended December 31, 2019 and 2018, respectively. For the years ended December 31, 2019, 2018 and 2017, income before income taxes is broken out between U.S. and foreign-sourced operations and consisted of the following (in thousands): 2019 2018 2017 Domestic $ (37,277) $ 21,084 $ 14,531 Foreign 39,470 28,435 21,350 Total $ 2,193 $ 49,519 $ 35,881 The components of the provision for income taxes for the years ended December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 Current expense (benefit): Federal $ 479 $ (1,132) $ 3,849 State 662 582 645 Foreign 8,037 6,000 5,168 Total current expense 9,178 5,450 9,662 Deferred expense (benefit): Federal (8,111) 4,400 (314) State (3,523) (667) (216) Foreign (802) (1,681) (774) Total deferred (benefit) expense (12,436) 2,052 (1,304) Total income tax expense (benefit) $ (3,258) $ 7,502 $ 8,358 The difference between the income tax expense reported and amounts computed by applying the statutory federal rate of 21.0% to pretax income for years ended December 31, 2019 and 2018, and 35% for the year ended December 31, 2017, consisted of the following (in thousands): 2019 2018 2017 Computed federal income tax expense at applicable statutory rate $ 461 $ 10,399 $ 12,559 State income taxes (2,241) (59) 279 Tax credits (1,567) (1,734) (1,377) Foreign tax rate differential (1,536) (1,361) (3,329) Uncertain tax positions (794) 267 (19) Deferred compensation insurance assets (503) 186 (479) Transaction-related expenses 154 223 90 U.S. transition tax — (3,271) 10,612 TCJA remeasurement of deferred taxes — (71) (8,383) Stock-based payments (1,654) (4,278) (2,264) Bargain purchase gain — — (1,570) In-process research and development — — 1,486 Net GILTI 1,861 347 — Foreign withholding tax 638 5,590 — Other — including the effect of graduated rates 1,923 1,264 753 Total income tax expense (benefit) $ (3,258) $ 7,502 $ 8,358 Deferred income tax assets and liabilities at December 31, 2019 and 2018, consisted of the following temporary differences and carry-forward items (in thousands): 2019 2018 Deferred income tax assets: Allowance for uncollectible accounts receivable $ 693 $ 606 Accrued compensation expense 9,244 7,414 Inventory differences 2,207 1,269 Net operating loss carryforwards 21,187 20,226 Deferred revenue 552 46 Stock-based compensation expense 4,672 2,833 Operating lease assets 16,838 — Federal R&D Tax Credits 1,376 — Other 6,189 9,243 Total deferred income tax assets 62,958 41,637 Deferred income tax liabilities: Prepaid expenses (1,128) (1,142) Property and equipment (21,242) (20,045) Intangible assets (53,933) (58,883) Foreign withholding tax (5,240) (5,590) Operating lease liabilities (15,847) — Other (2,372) (4,350) Total deferred income tax liabilities (99,762) (90,010) Valuation allowance (4,644) (4,989) Net deferred income tax liabilities $ (41,448) $ (53,362) Reported as: Deferred income tax assets $ 3,788 $ 3,001 Deferred income tax liabilities (45,236) (56,363) Net deferred income tax liabilities $ (41,448) $ (53,362) The deferred income tax balances are not netted as they represent deferred amounts applicable to different taxing jurisdictions. Deferred income tax balances reflect the temporary differences between the carrying amounts of assets and liabilities and their tax basis and are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. The valuation allowance is primarily related to state credit carryforwards, non-US net operating loss carryforwards, and capital loss carryforwards for which we believe it is more likely than not that the deferred tax assets will not be realized. The valuation allowance decreased by approximately $345,000 during the year ended December 31, 2019 and increased by approximately $567,000 and $636,000 during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2019 and 2018, we had U.S federal net operating loss carryforwards of approximately $93.3 million and $86.3 million, respectively, which were generated by Cianna Medical, VAT, DFINE, Biosphere Medical, Inc., and Brightwater Medical, Inc. prior to our acquisition of these companies. Brightwater Medical, Inc. was acquired on June 14, 2019. These net operating loss carryforwards are subject to annual limitations under Internal Revenue Code Section 382. We anticipate that we will utilize the net operating loss carryforwards over the next 23 years. We utilized a total of approximately $20.6 million and $11.9 million in U.S. federal net operating loss carryforwards during the years ended December 31, 2019 and 2018, respectively. As of December 31, 2019, we had approximately $3.4 million of non-U.S. net operating loss carryforwards, of which approximately $2.4 million have no expiration date and approximately $1.0 million expire at various dates through 2028. As of December 31, 2018, we had $5.9 million of non-U.S. net operating loss carryforwards, of which approximately $5.2 million had no expiration date and approximately $761,000 expire at various dates through 2027. Non-U.S. net operating loss carryforwards utilized during the years ended December 31, 2019 and 2018 were not material. We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. In our opinion, we have made adequate provisions for income taxes for all years subject to audit. We are no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2016. In foreign jurisdictions, we are no longer subject to income tax examinations for years before 2013. Although we believe our estimates are reasonable, the final outcomes of these matters may be different from those which we have reflected in our historical income tax provisions and accruals. Such differences could have a material effect on our income tax provision and operating results in the period in which we make such determination. The total liability for unrecognized tax benefits at December 31, 2019, including interest and penalties, was approximately $2.5 million, of which approximately $2.2 would favorably impact our effective tax rate if recognized. Approximately $230,000 of the total liability at December 31, 2019 was presented as a reduction to non-current deferred income tax assets on our consolidated balance sheet. The total liability for unrecognized tax benefits at December 31, 2018, including interest and penalties, was approximately $3.3 million, of which approximately $3.0 million would favorably impact our effective tax rate if recognized. None of the total liability at December 31, 2018 was presented as a reduction to non-current deferred income tax assets on our consolidated balance sheet. As of December 31, 2019 and 2018, the total liability for uncertain tax benefits, as presented on our consolidated balance sheets, has been reduced by approximately $307,000 related to certain liabilities for unrecognized tax benefits, which, if realized, would reduce the transition tax under the TCJA by approximately $307,000. As of December 31, 2019 and 2018, we had accrued approximately $366,000 and $373,000 respectively, in total interest and penalties related to unrecognized tax benefits. We account for interest and penalties for unrecognized tax benefits as part of our income tax provision. During the years ended December 31, 2019, 2018 and 2017, our liability for unrecognized tax benefit was increased (decreased) for interest and penalties by approximately ($7,000), $69,000 and $88,000, respectively. It is reasonably possible that within the next 12 months the total liability for unrecognized tax benefits may change, net of potential decreases due to the expiration of statutes of limitation, up to $650,000. A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax benefits for the years ended December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 Unrecognized tax benefits, opening balance $ 2,947 $ 2,749 $ 2,549 Gross increases (decreases) in tax positions taken in a prior year (244) 35 80 Gross increases in tax positions taken in the current year 229 586 403 Lapse of applicable statute of limitations (771) (423) (283) Unrecognized tax benefits, ending balance $ 2,161 $ 2,947 $ 2,749 The tabular roll-forward ending balance does not include interest and penalties related to unrecognized tax benefits. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 7. Accrued expenses at December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Payroll and related liabilities $ 39,781 $ 37,396 Current portion of contingent liabilities 28,621 23,760 Advances from employees 286 540 Accrued rebates payable 9,202 6,789 Other accrued expenses 27,294 27,688 Total $ 105,184 $ 96,173 Note: Accrued rebates payable is presented in 2019 as it has increased relative to total current liabilities from the prior year. Accrued expenses have been reclassified for all periods presented for comparability |
Revolving Credit Facility and L
Revolving Credit Facility and Long-Term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility and Long-Term Debt | 8. Principal balances outstanding under our long-term debt obligations as of December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Term loans $ 148,125 $ 72,500 Revolving credit loans 291,875 316,000 Collateralized debt facility (paid in full) — 7,000 Less unamortized debt issuance costs (516) (348) Total long-term debt 439,484 395,152 Less current portion 7,500 22,000 Long-term portion $ 431,984 $ 373,152 Third Amended and Restated Credit Agreement On July 31, 2019, we entered into a Third Amended and Restated Credit Agreement (the "Third Amended Credit Agreement"). The Third Amended Credit Agreement is a syndicated loan agreement with Wells Fargo Bank, National Association and other parties. The Third Amended Credit Agreement amends and restates in its entirety our previously outstanding Second Amended and Restated Credit Agreement and all amendments thereto. The Third Amended Credit Agreement provides for a term loan of $150 million and a revolving credit commitment up to an aggregate amount of $600 million, inclusive of sub-facilities for multicurrency borrowings, standby letters of credit and swingline loans. On July 31, 2024, all principal, interest and other amounts outstanding under the Third Amended Credit Agreement are payable in full. At any time prior to the maturity date, we may repay any amounts owing under all term loans and revolving credit loans in whole or in part, without premium or penalty, other than breakage fees (as defined in the Third Amended Credit Agreement). Revolving credit loans denominated in dollars and term loans made under the Third Amended Credit Agreement bear interest, at our election, at either the Base Rate or the Eurocurrency Rate (as such terms are defined in the Third Amended Credit Agreement) plus the Applicable Margin (as defined in the Third Amended Credit Agreement). Revolving credit loans denominated in an Alternative Currency (as defined in the Third 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 (as defined in the Third Amended Credit Agreement). Interest on each loan featuring the Base Rate is due and payable on the last business day of each calendar quarter commencing December 31, 2019; interest on each loan featuring the Eurocurrency Rate is due and payable on the last day of each interest period applicable thereto, and if such interest period extends over three months, at the end of each three-month interval during such interest period. The Third Amended Credit Agreement is collateralized by substantially all of our assets. The Third Amended Credit Agreement contains affirmative and negative covenants, representations and warranties, events of default and other terms customary for loans of this nature. In particular, the Third Amended Credit Agreement requires that we maintain certain financial covenants, as follows: Covenant Requirement Consolidated Total Leverage Ratio (1) 4.0 to 1.0 Consolidated Interest Coverage Ratio (2) 3.0 to 1.0 Facility Capital Expenditures (3) $50 million (1) Maximum Consolidated Total Net Leverage Ratio (as defined in the Third Amended Credit Agreement) as of any fiscal quarter end. (2) Minimum ratio of Consolidated EBITDA (as defined in the Third Amended Credit Agreement and adjusted for certain expenditures) to Consolidated interest expense (as defined in the Third Amended Credit Agreement) for any period of four consecutive fiscal quarters. (3) Maximum level of the aggregate amount of all Facility Capital Expenditures (as defined in the Third Amended Credit Agreement) in any fiscal year. As of December 31, 2019, we believe we were in compliance with all covenants set forth in the Third Amended Credit Agreement. As of December 31, 2019, we had outstanding borrowings of $440 million under the Third Amended Credit Agreement, with additional available borrowings of approximately $133.8 million, based on the leverage ratio required pursuant to the Third Amended Credit Agreement. Our interest rate as of December 31, 2019 was a fixed rate of 2.62% on $175 million as a result of an interest rate swap (see Note 9) and a variable floating rate of 3.30% on $265 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. Future Payments Future minimum principal payments on our long-term debt as of December 31, 2019, are as follows (in thousands): Years Ending Future Minimum December 31, Principal Payments 2020 $ 7,500 2021 7,500 2022 8,438 2023 11,250 2024 405,312 Total future minimum principal payments $ 440,000 |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 9. General. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting initially and on an ongoing basis. For qualifying hedges, the change in fair value is deferred in accumulated other comprehensive income, a component of stockholders’ equity in the accompanying consolidated balance sheets, and recognized in earnings at the same time the hedged item 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 Derivatives 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. On December 23, 2019, we entered into a pay-fixed, receive-variable interest rate swap with a notional amount of $75 million with Wells Fargo to fix the one-month LIBOR rate at 1.71% for the period from July 6, 2021 to July 31, 2024. 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 will reset, the swap will be settled with the counterparty, and interest will be paid. At December 31, 2019 and 2018, our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swaps at December 31, 2019 was an asset of approximately $1.2 million (partially offset by approximately $307,000 in deferred taxes), and a liability of ($290,000), partially offset by approximately ($75,000) 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 Derivatives Designated as Cash Flow Hedges For derivative instruments that are designated and qualify as cash flow hedges, the gain or loss on the derivative instrument is temporarily reported as a component of other comprehensive income (loss) and then 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. We entered into forward contracts on various foreign currencies to manage the risk associated with forecasted exchange rates which impact revenues, cost of sales, and operating expenses in various international markets. The objective of the hedges is to reduce the variability of cash flows associated with the forecasted purchase or sale of the associated foreign currencies. We enter into approximately 150 cash flow foreign currency hedges every month. As of December 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 8,540 Brazilian Real BRL 10,315 Canadian Dollar CAD 8,025 Swiss Franc CHF 3,660 Chinese Renminbi CNY 591,000 Danish Krone DKK 33,575 Euro EUR 37,750 British Pound GBP 8,380 Japanese Yen JPY 1,145,000 Korean Won KRW 8,950,000 Mexican Peso MXN 527,000 Norwegian Krone NOK 15,475 Swedish Krona SEK 54,170 Derivatives Not Designated as Cash Flow Hedges We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate that exposure. We enter into approximately 20 foreign currency fair value hedges every month. As of December 31, 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 14,282 Brazilian Real BRL 19,500 Canadian Dollar CAD 1,706 Swiss Franc CHF 306 Chinese Renminbi CNY 52,598 Danish Krone DKK 5,987 Euro EUR 752 British Pound GBP 7,594 Hong Kong Dollar HKD 11,000 Japanese Yen JPY 1,530,000 Korean Won KRW 4,868,000 Mexican Peso MXN 35,000 Norwegian Krone NOK 3,767 New Zealand Dollar NZD 1,542 Swedish Krona SEK 13,577 Singapore Dollar SGD 1,790 South African Rand ZAR 50,843 Balance Sheet Presentation of Derivatives. The fair value of derivative instruments on a gross basis is as follows (in thousands): Fair Value Balance Sheet Location December 31, 2019 December 31, 2018 Derivative instruments designated as hedging instruments Assets Interest rate swaps Other assets (long-term) $ 1,192 $ 5,772 Foreign currency forward contracts Prepaid expenses and other assets 1,663 613 Foreign currency forward contracts Other assets (long-term) 466 151 (Liabilities) Interest rate swaps Other long-term obligations (290) — Foreign currency forward contracts Accrued expenses (1,813) (711) Foreign currency forward contracts Other long-term obligations (764) (101) Derivative instruments not designated as hedging instruments Assets Foreign currency forward contracts Prepaid expenses and other assets $ 318 $ 814 (Liabilities) Foreign currency forward contracts Accrued expenses (1,678) (796) Income Statement Presentation of Derivatives Derivatives Designated as Cash Flow Hedges Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income ("OCI"), accumulated other comprehensive income ("AOCI") and net earnings in our consolidated statements of income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): Amount of Gain/(Loss) Amount of Gain/(Loss) recognized in OCI reclassified from AOCI Year Ended December 31, Year ended December 31, 2019 2018 2017 2019 2018 2017 Derivative instrument Location in statements of income Interest rate swaps $ (2,830) $ 1,559 $ 853 Interest expense $ 2,040 $ 1,537 $ 95 Foreign currency forward contracts (587) 539 491 Revenue 577 136 (277) Cost of sales (578) 361 625 All other amounts included in earnings related to designated cash flow hedges are immaterial. As of December 31, 2019, approximately $315,000, or $234,000 after taxes, was expected to be reclassified from accumulated other comprehensive income to earnings in revenue and cost of sales over the succeeding twelve months. As of December 31, 2019, approximately $877,000, or $651,000 after taxes, was expected to be reclassified from accumulated other comprehensive income to earnings in interest expense over the succeeding twelve months. Derivatives Not Designated as Hedging Instruments The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the years presented (in thousands): Year ended December 31, Derivative Instrument Location in statements of income 2019 2018 2017 Foreign currency forward contracts Other income (expense) $ (307) $ 4,147 $ (4,746) See Note 16 for more information about our derivatives. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. We are obligated under non-terminable operating leases for manufacturing facilities, finished good distribution centers, office space, equipment, vehicles, and land. See Note 18 for disclosures regarding these operating leases. Loan Commitment. Royalties Litigation which alleges violations of certain federal securities laws. Based upon our review of currently available information, we do not believe that any such actions are likely to be, individually or in the aggregate, materially adverse to our business, financial condition, results of operations or liquidity. In 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 have responded to the subpoena, as well as additional related requests. We have incurred, and anticipate that we will continue to incur, substantial costs in connection with the matter. The investigation is ongoing and at this stage we are unable to predict its scope, duration or outcome. Investigations such as this may result in the imposition of, among other things, significant damages, injunctions, fines, or civil or criminal claims or penalties against our company or individuals. In the event of unexpected further developments, it is possible that the ultimate resolution of any of the foregoing matters, or other similar matters, if resolved in a manner unfavorable to us, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs for these matters, such as outside counsel fees and expenses, are charged to expense in the period incurred. |
Earnings Per Common Share (EPS)
Earnings Per Common Share (EPS) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Earnings Per Common Share (EPS) | 11. 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): 2019 2018 2017 Net income $ 5,451 $ 42,017 $ 27,523 Average common shares outstanding 55,075 52,268 48,805 Basic EPS $ 0.10 $ 0.80 $ 0.56 Average common shares outstanding 55,075 52,268 48,805 Effect of dilutive stock options 1,160 1,663 1,296 Total potential shares outstanding 56,235 53,931 50,101 Diluted EPS $ 0.10 $ 0.78 $ 0.55 Stock options excluded as the impact was anti-dilutive 1,750 396 381 |
Employee Stock Purchase Plan, S
Employee Stock Purchase Plan, Stock Options and Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Employee Stock Purchase Plan, Stock Options and Warrants | 12. Our stock-based compensation primarily consists of the following plans: 2018 Long-Term Incentive Plan three 2006 Long-Term Incentive Plan Employee Stock Purchase Plan Stock-Based Compensation Expense 2019 2018 2017 Cost of sales $ 1,289 $ 870 $ 632 Research and development 961 553 376 Selling, general and administrative 7,132 4,694 3,067 Stock-based compensation expense before taxes $ 9,382 $ 6,117 $ 4,075 We recognize stock-based compensation expense (net of a forfeiture rate) for those awards which are expected to vest on a straight-line basis over the requisite service period. We estimate the forfeiture rate based on our historical experience and expectations about future forfeitures. As of December 31, 2019, the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $28.6 million and is expected to be recognized over a weighted average period of 3.00 years. In applying the Black-Scholes methodology to the option grants, the fair value of our stock-based awards granted were estimated using the following assumptions for the periods indicated below: 2019 2018 2017 Risk-free interest rate 1.38% - 2.56% 2.63% - 2.77% 1.77% - 1.83% Expected option term 3.0 - 5.0 years 5.0 years 5.0 years Expected dividend yield — — — Expected price volatility 28.66% - 39.38% 34.06% - 34.32% 33.81% - 34.07% The average risk-free interest rate is determined using the U.S. Treasury rate in effect as of the date of grant, based on the expected term of the stock option. We determine the expected term of the stock options using the historical exercise behavior of employees. The expected price volatility was determined using a weighted average of daily historical volatility of our stock price over the corresponding expected option life and implied volatility based on recent trends of the daily historical volatility. For options with a vesting period, compensation expense is recognized on a straight-line basis over the service period, which corresponds to the vesting period. During the years ended December 31, 2019, 2018 and 2017, approximately 1.2 million, 692,000 and 1.3 million stock-based compensation grants were made, respectively, for a total fair value of approximately $20.9 million, $11.1 million and $12.4 million, net of estimated forfeitures, respectively. The table below presents information related to stock option activity for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Total intrinsic value of stock options exercised $ 9,910 $ 25,692 $ 9,264 Cash received from stock option exercises 4,837 8,510 5,552 Excess tax benefit from the exercise of stock options 1,654 4,278 2,264 Changes in stock options for the year ended December 31, 2019, consisted of the following (shares and intrinsic value in thousands): Number Weighted Average Remaining Contractual Intrinsic of Shares Exercise Price Term (in years) Value Beginning balance 3,507 $ 26.30 Granted 1,244 52.45 Exercised (288) 16.48 Forfeited/expired (144) 37.86 Outstanding at December 31 4,319 34.10 4.40 $ 23,512 Exercisable 1,532 21.98 3.07 16,403 Ending vested and expected to vest 4,186 33.77 4.36 23,344 The weighted average grant-date fair value of options granted during the years ended December 31, 2019, 2018 and 2017 was $16.78, $16.05 and $9.57, respectively. The following table summarizes information about stock options outstanding at December 31, 2019 (shares in thousands): Options Outstanding Options Exercisable Weighted Average Weighted Number Remaining Contractual Average Exercise Number Weighted Average Range of Exercise Outstanding Life (in years) Price Exercisable Exercise Price $9.95 - $17.27 1,052 2.27 $ 15.04 795 $ 14.62 $18.80 - $25.89 335 3.32 $ 20.36 200 $ 20.25 $28.20 914 4.26 $ 28.20 335 $ 28.20 $28.93 - $50.50 957 5.29 $ 42.02 202 $ 42.36 $51.31 - $57.26 1,061 6.18 $ 55.28 — $ — $9.95 - $57.26 4,319 1,532 |
Segment Reporting and Foreign O
Segment Reporting and Foreign Operations | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Segment Reporting and Foreign Operations | 13. 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, Cianna Medical, interventional oncology and spine devices, and breast cancer localization and guidance. Our endoscopy segment consists of gastroenterology and pulmonology medical device products which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. We evaluate the performance of our operating segments based on operating income (loss). See Note 2 for a detailed breakout of our sales by operating segment and product group, disaggregated between domestic and international sales. During the years ended December 31, 2019, 2018 and 2017, we had international sales of approximately $419.1 million, $386.3 million and $307.1 million, respectively, or approximately 42%, 44% and 42%, respectively, of net sales, primarily in China, Japan, Germany, France, the United Kingdom, Australia, and Russia. China represents our most significant international sales market with sales of approximately $113.3 million, $92.7 million, and $73.4 million for the years ended December 31, 2019, 2018 and 2017, respectively. International sales are attributed based on location of the customer receiving the product. Our long-lived assets (which are comprised of our net property, plant and equipment) by geographic area at December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 United States $ 273,816 $ 231,864 $ 202,504 Ireland 44,912 45,283 45,671 Other foreign countries 60,057 54,305 44,645 Total $ 378,785 $ 331,452 $ 292,820 Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the years ended December 31, 2019, 2018 and 2017, are as follows (in thousands): 2019 2018 2017 Net Sales Cardiovascular $ 960,981 $ 849,477 $ 700,613 Endoscopy 33,871 33,276 27,239 Total net sales 994,852 882,753 727,852 Operating Expenses Cardiovascular 382,313 321,461 281,095 Endoscopy 34,619 14,692 12,089 Total operating expenses 416,932 336,153 293,184 Operating Income Cardiovascular 25,780 49,289 24,819 Endoscopy (10,346) 9,328 8,250 Total operating income 15,434 58,617 33,069 Total other income (expense) - net (13,241) (9,098) 2,812 Income tax expense (benefit) (3,258) 7,502 8,358 Net income $ 5,451 $ 42,017 $ 27,523 Total assets by business segment at December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 Cardiovascular $ 1,745,057 $ 1,588,970 $ 1,103,806 Endoscopy 12,264 31,042 8,005 Total $ 1,757,321 $ 1,620,012 $ 1,111,811 Total depreciation and amortization by business segment for the years ended December 31, 2019, 2018 and 2017 consisted of the following (in thousands): 2019 2018 2017 Cardiovascular $ 91,151 $ 68,722 $ 52,700 Endoscopy 949 824 882 Total $ 92,100 $ 69,546 $ 53,582 Total capital expenditures for property and equipment by business segment for the years ended December 31, 2019, 2018 and 2017 consisted of the following (in thousands): 2019 2018 2017 Cardiovascular $ 77,631 $ 63,032 $ 38,437 Endoscopy 542 292 186 Total $ 78,173 $ 63,324 $ 38,623 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2019 | |
Defined Contribution Plan [Abstract] | |
Employee Benefit Plans | 14. We have a contributory 401(k) savings and profit sharing plan (the “Plan”) covering all U.S. full-time employees who are at least 18 years of age. The Plan has a 90-day We also have defined contribution plans covering some of our foreign employees. We contribute between 2% and 32% of the employee’s compensation for certain foreign non-management employees, and between 2% and 32% of the employee’s compensation for certain foreign management employees. Contributions made to these plans for the years ended December 31, 2019, 2018 and 2017, totaled approximately $3.5 million, $3.0 million and $2.3 million, respectively. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | 15. Quarterly data for the years ended December 31, 2019 and 2018 consisted of the following (in thousands, except per share amounts): Quarter Ended March 31 June 30 September 30 December 31 2019 Net sales $ 238,349 $ 255,532 $ 243,049 $ 257,922 Gross profit 104,636 111,964 104,136 111,630 Income (loss) from operations 9,523 12,201 (2,881) (3,409) Income tax expense (benefit) 651 2,140 (2,292) (3,757) Net income (loss) 6,195 6,859 (3,398) (4,205) Basic earnings (loss) per common share 0.11 0.12 (0.06) (0.08) Diluted earnings (loss) per common share 0.11 0.12 (0.06) (0.08) 2018 Net sales $ 203,035 $ 224,810 $ 221,659 $ 233,249 Gross profit 88,056 100,009 102,039 104,666 Income from operations 8,781 15,114 21,061 13,661 Income tax expense 1,090 624 2,766 3,022 Net income 5,269 10,941 16,619 9,188 Basic earnings per common share 0.10 0.22 0.31 0.17 Diluted earnings per common share 0.10 0.21 0.30 0.16 As discussed in Note 1, an impairment charge of $20.5 was recorded in the three months ended December 31, 2019 due to our write-off of our NinePoint note receivable and purchase option, along with $1.6 million of accrued interest. Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of the quarterly amounts may not equal the total computed for the year. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 16. Assets (Liabilities) Measured at Fair Value on a Recurring Basis Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2019 and 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 December 31, 2019 (Level 1) (Level 2) (Level 3) Interest rate contract (1) $ 1,192 $ — $ 1,192 $ — Interest rate contract (1) $ (290) — $ (290) $ — Foreign currency contract assets, current and long-term (2) $ 2,447 $ — $ 2,447 $ — Foreign currency contract liabilities, current and long-term (3) $ (4,255) $ — $ (4,255) $ — Contingent consideration liabilities $ (76,709) $ — $ — $ (76,709) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs December 31, 2018 (Level 1) (Level 2) (Level 3) Interest rate contract (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 long-term assets or other long-term obligations in the consolidated balance sheets. (2) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid and other assets or other long-term assets in the consolidated balance sheets. (3) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations in the consolidated balance sheets. Certain of our business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue milestones. See Note 3 for further information regarding these acquisitions. The contingent consideration liability is re-measured at the estimated fair value at each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liability during the years ended December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Beginning balance $ 82,236 $ 10,956 Contingent consideration liability recorded as the result of acquisitions (see Note 3) 10,517 72,209 Fair value adjustments recorded to income (304) (698) Contingent payments made (15,740) (231) Ending balance $ 76,709 $ 82,236 As of December 31, 2019, approximately $48.1 million was included in other long-term obligations and approximately $28.6 million was included in accrued expenses in our consolidated balance sheet. As of December 31, 2018, approximately $58.5 million was included in other long-term obligations and $23.8 was included in accrued expenses in our consolidated balance sheet. The cash paid to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) has been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. During the year ended December 31, 2016, we sold an equity investment for cash and for the right to receive additional payments based on various contingent milestones. We determined the fair value of the contingent payments using Level 3 inputs defined under authoritative guidance for fair value measurements, and we recorded a contingent receivable asset, which as of December 31, 2018 had a value of approximately $607,000. We recorded all changes in fair value to operating expenses as part of our cardiovascular segment in our consolidated statements of income. For the year ended December 31, 2019, there were no significant changes to the fair value of the contingent receivable which impacted net income and we collected payments of approximately $535,000. As of December 31, 2019, the receivable was settled in full and there was no balance remaining to collect. During the year ended December 31, 2018, there were no significant changes to the fair value of the contingent receivable which impacted net income and we collected payments of approximately $153,000. As of December 31, 2018, approximately $607,000 was included in other receivables as a current asset in our consolidated balance sheet. The recurring Level 3 measurement of our contingent consideration liability and contingent receivable includes the following significant unobservable inputs at December 31, 2019 and 2018 (amounts in thousands): Fair value at December 31, Valuation Contingent consideration asset or liability 2019 technique Unobservable inputs Range Revenue-based royalty payments contingent liability $ 7,710 Discounted cash flow Discount rate 13% - 24% Projected year of payments 2020-2034 Revenue milestones contingent liability $ 66,114 Monte Carlo simulation Discount rate 9% - 13.5% Projected year of payments 2020-2023 Regulatory approval contingent liability $ 2,885 Scenario-based method Discount rate 2.4% Probability of milestone payment 65% Projected year of payment 2022 Fair value at December 31, Valuation Contingent consideration asset or liability 2018 technique Unobservable inputs Range Revenue-based royalty payments contingent liability $ 10,661 Discounted cash flow Discount rate 9.9% - 25% Projected year of payments 2018-2037 Supply chain milestone contingent liability $ 13,593 Discounted cash flow Discount rate 5.3% Probability of milestone payment 95% Projected year of payments 2019 Revenue milestones contingent liability $ 57,982 Discounted cash flow Discount rate 3.3% - 13% Projected year of payments 2019-2023 Contingent receivable asset $ 607 Discounted cash flow Discount rate 10% 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. Fair Value of Other Financial Instruments The carrying amount of cash and cash equivalents, receivables, and trade payables approximate fair value because of the immediate, short-term maturity of these financial instruments. The carrying amount of long-term debt approximates fair value, as determined by borrowing rates estimated to be available to us for debt with similar terms and conditions. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents, which are Level 1 inputs. We recognize or disclose the fair value of certain assets, such as non-financial assets, primarily property and equipment, intangible assets and goodwill in connection with impairment evaluations. All of our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. During the years ended December 31, 2019, 2018 and 2017, we had losses of approximately $3.3 million, $657,000 and $809,000, respectively, related to certain acquired intangible assets (see Note 5). In addition, we had losses of approximately $837,000 and $157,000 for the years ended December 31, 2019 and 2018, respectively, related to the measurement of other non-financial assets, property and equipment and patents, at fair value on a nonrecurring basis subsequent to their initial recognition. Our equity investments in privately held companies, including options to acquire these companies, were $17.1 million and $22.5 million at December 31, 2019 and 2018, respectively. Our outstanding long-term notes receivable, including accrued interest, were approximately $2.7 million and $13.5 million, as of December 31, 2019 and 2018, respectively. We assess the credit support available and the value of any underlying collateral to determine if there are any other-than temporary impairments. Credit losses represent the difference between the present value of cash flows expected to be collected on these notes receivable and the amortized cost basis. For the year ended December 31, 2019 we recorded impairment charges of $20.5 million due to our write-off of our NinePoint note receivable and purchase option due to our assessment of the collectability of the note receivable and management’s decision not to exercise our option to purchase this business. We also wrote off $1.6 million of accrued interest related to the note receivable. These valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. |
Common Stock and Accumulated Co
Common Stock and Accumulated Comprehensive Income | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Common Stock and Accumulated Other Comprehensive Income | 17. On July 30, 2018, we closed a public offering of 4,025,000 shares of common stock and received proceeds of approximately $205.0 million, which is net of approximately $12.0 million in underwriting discounts and commissions and approximately $366,000 in other direct cost incurred in connection with this equity offering. The net proceeds from the offering were used primarily to repay outstanding borrowings (principally revolving credit loans) under our Second Amended Credit Agreement. On March 28, 2017, we closed a public offering of 5,175,000 shares of common stock and received proceeds of approximately $136.6 million, which is net of approximately $8.8 million in underwriting discounts and commissions and approximately $816,000 in other direct costs incurred in connection with this equity offering. The net proceeds from the offering were used primarily to repay outstanding borrowings (including our term loan and revolving credit loans) under our Second Amended Credit Agreement. The changes in each component of Accumulated Other Comprehensive Income (Loss) for the years ended December 31, 2019 and 2018 were as follows: Cash Flow Hedges Foreign Currency Translation Total December 31, 2016 $ 2,923 $ (4,805) $ (1,882) OCI (loss) 1,344 3,117 4,461 Income taxes (350) (252) (602) Reclassifications to: Revenue 277 277 Cost of Sales (625) (625) Interest Expense (95) (95) Net OCI (loss) 551 2,865 3,416 December 31, 2017 3,474 (1,940) 1,534 OCI (loss) 2,098 (3,606) (1,508) Income taxes (16) (9) (25) Reclassifications to: Revenue (136) (136) Cost of Sales (361) (361) Interest Expense (1,537) (1,537) Net OCI (loss) 48 (3,615) (3,567) December 31, 2018 3,522 (5,555) (2,033) OCI (loss) (3,417) (18) (3,435) Income taxes 1,404 61 1,465 Reclassifications to: Revenue (577) (577) Cost of Sales 578 578 Interest Expense (2,040) (2,040) Net OCI (loss) (4,052) 43 (4,009) Reclassification of stranded tax effects 1 748 748 December 31, 2019 $ 218 $ (5,512) $ (5,294) (1) Amounts reclassified to retained earnings as a result of the adoption of ASU 2018-02. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | 18. 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, research and development, sales and distribution, and office space, as well as leases for manufacturing and office equipment, vehicles, and land. Our leases have remaining terms of less than one year to approximately 30 years . A number of our lease agreements contain options to renew at our discretion for periods of up to 15 years and options to terminate the leases within one year . The lease term used to calculate 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 December 31, 2019 recorded on our consolidated balance sheet are related to our cardiovascular segment. From time to time we enter into agreements to sublease a portion of our facilities to third-parties. Such sublease income is not material. We also lease certain hardware consoles to customers and record rental revenue as a component of net sales. Rental revenue under such console leasing arrangements for the years ended December 31, 2019 and 2018 was not significant. The following was included in our consolidated balance sheet as of December 31, 2019 (in thousands): As of December 31, 2019 Assets ROU operating lease assets $ 80,244 Liabilities Short-term operating lease liabilities $ 11,550 Long-term operating lease liabilities 72,714 Total operating lease liabilities $ 84,264 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 as of January 1, 2019. We recognize lease expense on a straight-line basis over the term of the lease. Net lease cost for the years ended December 31, 2019, 2018, and 2017 was approximately $16.5 million, $14.5 million, and $13.6 million, respectively. The components of lease costs for the year ended December 31, 2019 were as follows, in thousands: Year Ended Lease Cost Classification December 31, 2019 Operating lease cost (a) Selling, general and administrative expenses $ 16,828 Sublease (income) (b) Selling, general and administrative expenses (361) Net lease cost $ 16,467 (a) Includes expense related to short-term leases and variable payments, which were not significant. (b) Does not include rental revenue from leases of hardware consoles to customers, which was not significant. Supplemental cash flow information for the year ended December 31, 2019 was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 14,646 Right-of-use assets obtained in exchange for lease obligations $ 10,637 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 December 31, 2019, the following disclosures for remaining lease term and discount rates were applicable: December 31, 2019 Weighted average remaining lease term 12.3 years Weighted average discount rate 3.2% As of December 31, 2019, maturities of operating lease liabilities were as follows, in thousands: Year ended December 31, Amounts due under Operating Leases 2020 $ 13,949 2021 12,938 2022 10,368 2023 8,273 2024 7,330 Thereafter 53,501 Total lease payments 106,359 Less: Imputed interest (22,095) Total $ 84,264 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 minimum lease payments $ 102,495 As of December 31, 2019, we had additional operating leases for office space that had not yet commenced. These leases will commence during 2019 and are not deemed material. |
Schedule II - Valuation and qua
Schedule II - Valuation and qualifying accounts | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and qualifying accounts | (2) Financial Statement Schedule. — Schedule II - Valuation and qualifying accounts Years Ended December 31, 2019, 2018 and 2017 (In thousands) Balance at Additions Charged to Balance at Description Beginning of Year Costs and Expenses (a) Deduction (b) End of Year ALLOWANCE FOR UNCOLLECTIBLE ACCOUNTS: 2017 (1,587) (1,012) 830 (1,769) 2018 (1,769) (1,055) 469 (2,355) 2019 (2,355) (1,163) 410 (3,108) (a) We record a bad debt provision based upon historical experience and a review of individual customer balances. (b) When an individual customer balance becomes impaired and is deemed uncollectible, a deduction is made against the allowance for uncollectible accounts. Years Ended December 31, 2019, 2018 and 2017 (In thousands) Balance at Additions Charged to Balance at Description Beginning of Year Costs and Expenses (c) Deduction End of Year TAX VALUATION ALLOWANCE: 2017 (3,786) (636) — (4,422) 2018 (4,422) (567) — (4,989) 2019 (4,989) — 345 (4,644) (c) We record a valuation allowance against a deferred tax asset when it is determined that it is more likely than not that the deferred tax asset will not be realized. (b) Exhibits: |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Use of Estimates in Preparing Financial Statements | Use of Estimates in Preparing Financial Statements |
Principles of Consolidation | Principles of Consolidation |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Receivables | Receivables |
Inventories | Inventories |
Goodwill and Intangible Assets | Goodwill and Intangible Assets exceeds its fair value, in which case an impairment charge is recorded to the extent the reporting unit’s carrying value exceeds its fair value. Finite-lived intangible assets including developed technology, customer lists, distribution agreements, license agreements, trademarks, covenants not to compete and patents are subject to amortization. Intangible assets are amortized over their estimated useful life on a straight-line basis, except for customer lists, which are generally amortized on an accelerated basis. Estimated useful lives are determined considering the period the assets are expected to contribute to future cash flows. We evaluate the recoverability of our finite-lived intangible assets periodically and take into account events or circumstances that warrant revised estimates of useful lives or that indicate impairment exists. In-process technology intangible assets, which are not subject to amortization until projects reach commercialization, are assessed for impairment at least annually and more frequently if events occur that would indicate a potential reduction in the fair value of the assets below their carrying value. An impairment charge would be recognized to the extent the carrying amount of the in-process technology exceeded its fair value. |
Long-Lived Assets | Long-Lived Assets |
Property and Equipment | Property and Equipment Buildings 40 years Manufacturing equipment 4 - 20 years Furniture and fixtures 3 - 20 years Land improvements 10 - 20 years Leasehold improvements 4 - 25 years Depreciation expense related to property and equipment for the years ended December 31, 2019, 2018 and 2017 was approximately $31.4 million, $28.3 million, and $26.8 million, respectively. |
Deferred Compensation | Deferred Compensation |
Other Assets | Other Assets 2019 2018 Deferred compensation plan assets $ 15,053 $ 11,716 Investments in privately held companies 17,129 22,530 Long-term notes receivable 2,722 13,504 Other 6,557 9,829 Total $ 41,461 $ 57,579 We analyze our investments in privately held companies to determine if they should be accounted for using the equity method based on our ability to exercise significant influence over operating and financial policies of the investment. Our share of earnings associated with equity method investments is reported within other income (expense) in our consolidated statements of income. Investments not accounted for under the equity method of accounting are accounted for at cost minus impairment, if applicable, plus or minus changes in valuation resulting from observable transactions for identical or similar investments. On April 6, 2018, we entered into long-term agreements with NinePoint, pursuant to which we (a) became the exclusive worldwide distributor for the NvisionVLE® Imaging System and (b) acquired an option to purchase up to 100% of the outstanding equity in NinePoint, both in exchange for total consideration of $10 million. In addition, we made a loan to NinePoint for $10.5 million bearing interest at a rate of 9.0% and collateralized by NinePoint’s rights, interest and title to the NvisionVLE® Imaging System. In 2019, we determined our investments in NinePoint were impaired and recorded total impairment charges of $20.5 million for our investments in NinePoint. We also wrote off $1.6 million of accrued interest related to the note receivable from NinePoint. In January 2020, our option to purchase the outstanding equity of NinePoint expired. |
Other Long-term Obligations | Other Long-term Obligations. 2019 2018 Contingent consideration liabilities $ 48,088 $ 58,486 Other long-term obligations 8,385 7,008 Total $ 56,473 $ 65,494 In connection with a business combination, any contingent consideration is recorded at fair value on the acquisition date based upon the consideration expected to be transferred in the future. We re-measure the estimated liability each quarter based upon changes in the timing and amount of revenue estimates, as well as changes in the discount rate or periods. Changes in the estimated fair value are recorded through operating expense in our consolidated statements of income. |
Revenue Recognition/Shipping and Handling/Cost of Sales | Revenue Recognition Identify the contract with the customer Identify the performance obligations in the contract Determine the transaction price recorded at the net sales price, which includes estimates of variable consideration such as product returns, rebates, discounts, and other adjustments. The estimates of variable consideration are based on historical payment experience, historical and projected sales data, and current contract terms. Variable consideration is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. Allocate the transaction price to performance obligations in the contract Recognize revenue when or as we satisfy a performance obligation. Reserves are recorded as a reduction in net sales and are not considered material to our consolidated statements of income for the years ended December 31, 2019, 2018 and 2017. In addition, we invoice our customers for taxes assessed by governmental authorities such as sales tax and value added taxes. We present these taxes on a net basis. Shipping and Handling Cost of Sales |
Research and Development | Research and Development |
Income Taxes | Income Taxes |
Earnings per Common Share | Earnings per Common Share |
Fair Value Measurements | Fair Value Measurements Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. |
Stock-Based Compensation | Stock-Based Compensation Compensation — Stock Compensation |
Concentration of Credit Risk | Concentration of Credit Risk |
Foreign Currency | Foreign Currency |
Derivatives | Derivatives |
New Financial Accounting Standards | New 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) In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Compensation - Stock Compensation 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 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 and resulted in a decrease of approximately $748,000 to retained earnings due to the reclassification from AOCI In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities Not Yet Adopted In August 2018, the FASB issued ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement In June 2016, the FASB issued ASU 2016-13 , Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments We currently believe that all other issued and not yet effective accounting standards are not relevant to our financial statements. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Property and Equipment | Buildings 40 years Manufacturing equipment 4 - 20 years Furniture and fixtures 3 - 20 years Land improvements 10 - 20 years Leasehold improvements 4 - 25 years |
Other assets | 2019 2018 Deferred compensation plan assets $ 15,053 $ 11,716 Investments in privately held companies 17,129 22,530 Long-term notes receivable 2,722 13,504 Other 6,557 9,829 Total $ 41,461 $ 57,579 |
Other Long-term Obligations | Other long-term obligations as of December 31, 2019 and 2018 consisted of the following (in thousands): 2019 2018 Contingent consideration liabilities $ 48,088 $ 58,486 Other long-term obligations 8,385 7,008 Total $ 56,473 $ 65,494 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table presents sales by operating segment disaggregated based on type of product and geographic region for the years ended December 31, 2019, 2018 and 2017. Year Ended Year Ended Year Ended December 31, 2019 December 31, 2018 December 31, 2017 United States International Total United States International Total United States International Total Cardiovascular Stand-alone devices $ 222,263 $ 179,203 $ 401,466 $ 202,129 $ 159,484 $ 361,613 $ 148,620 $ 126,836 $ 275,456 Cianna Medical 49,324 212 49,536 6,292 — 6,292 — — — Custom kits and procedure trays 92,038 43,818 135,856 92,975 41,781 134,756 92,474 33,615 126,089 Inflation devices 32,795 57,886 90,681 31,717 60,702 92,419 31,848 48,027 79,875 Catheters 81,183 96,693 177,876 68,708 86,817 155,525 62,284 65,463 127,747 Embolization devices 21,222 30,850 52,072 20,433 29,605 50,038 22,374 27,158 49,532 CRM/EP 44,291 9,203 53,494 41,970 6,864 48,834 36,746 5,168 41,914 Total 543,116 417,865 960,981 464,224 385,253 849,477 394,346 306,267 700,613 Endoscopy Endoscopy devices 32,595 1,276 33,871 32,189 1,087 33,276 26,357 882 27,239 Total $ 575,711 $ 419,141 $ 994,852 $ 496,413 $ 386,340 $ 882,753 $ 420,703 $ 307,149 $ 727,852 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Acquisition [Line Items] | |
Business Acquisition, Pro Forma Information | The following table summarizes our consolidated results of operations for the years ended December 31, 2018 and 2017, as well as unaudited pro forma consolidated results of operations as though the acquisition of the Argon critical care division had occurred on January 1, 2016 and the acquisition of Cianna Medical and Vascular Insights had occurred on January 1, 2017 (in thousands, except per common share amounts): 2018 2017 As Reported Pro Forma As Reported Pro Forma Net sales $ 882,753 $ 928,336 $ 727,852 $ 768,571 Net income 42,017 20,699 27,523 (13,720) Earnings per common share: Basic $ 0.80 $ 0.40 $ 0.56 $ (0.28) Diluted $ 0.78 $ 0.38 $ 0.55 $ (0.27) Note: The pro forma results for the year ended December 31, 2019 are not included in the table above because the operating results of the Argon critical care division, Cianna Medical, and Vascular Insights acquisitions were included in our consolidated statements of income for these periods |
Fibrovein Holdings Limited | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets Acquired Trade receivables $ 277 Inventories 843 Prepaid expenses and other assets 49 Intangibles Developed technology 10,428 Goodwill 4,975 Total assets acquired 16,572 Liabilities Assumed Trade payables (53) Accrued expenses (29) Deferred income tax liabilities (1,890) Total liabilities assumed (1,972) Total net assets acquired $ 14,600 |
Brightwater | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets Acquired Trade receivables $ 55 Inventories 349 Property and equipment 409 Other long-term assets 30 Intangibles Developed technology 31,960 Customer lists 83 Trademarks 250 Goodwill 17,492 Total assets acquired 50,628 Liabilities Assumed Trade payables (58) Accrued expenses (261) Other long-term obligations (1,522) Deferred income tax liabilities (4,148) Total liabilities assumed (5,989) Total net assets acquired $ 44,639 |
Vascular Insights | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Inventories $ 1,353 Intangibles Developed technology 32,750 Customer list 840 Trademarks 1,410 Goodwill 21,832 Total net assets acquired $ 58,185 |
Cianna Medical | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 61,379 Total assets acquired 219,629 Liabilities Assumed Trade payables (1,497) Accrued expenses (2,384) Other long-term liabilities (1,527) Deferred income tax liabilities (25,940) Total liabilities assumed (31,348) Total net assets acquired $ 188,281 |
DirectACCESS Medical, LLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Inventories $ 971 Intangibles Developed technology 4,840 Customer list 120 Trademarks 400 Goodwill 938 Total net assets acquired $ 7,269 |
Becton, Dickinson and Company | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | 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 |
ITL Healthcare Pty Ltd | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets Acquired Trade receivables $ 1,287 Other receivables 56 Inventories 1,808 Prepaid expenses and other assets 65 Property and equipment 1,053 Intangibles Customer lists 5,940 Goodwill 3,945 Total assets acquired 14,154 Liabilities Assumed Trade payables (216) Accrued expenses (747) Deferred tax liabilities (1,901) Total liabilities assumed (2,864) Total net assets acquired $ 11,290 |
Laurane Medical S.A.S. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Inventories $ 594 Intangibles Developed technology 14,920 Customer list 120 Goodwill 6,366 Total net assets acquired $ 22,000 |
Osseon LLC | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Inventories $ 979 Property and equipment 58 Intangibles Developed technology 5,400 Customer list 200 Goodwill 203 Total net assets acquired $ 6,840 |
Vascular Access Technologies, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Intangibles Developed technology $ 7,800 In-process technology 920 Goodwill 4,281 Deferred tax liabilities (3,101) Total net assets acquired $ 9,900 |
Argon Medical Devices, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets Acquired Cash and cash equivalents $ 1,436 Trade receivables 8,351 Inventories 11,222 Prepaid expenses and other assets 1,275 Income tax refund receivable 165 Property and equipment 2,319 Deferred tax assets 202 Intangibles Developed technology 2,200 Customer lists 1,500 Trademarks 900 Total assets acquired 29,570 Liabilities Assumed Trade payables (2,414) Accrued expenses (5,083) Deferred income tax liabilities (934) Total liabilities assumed (8,431) Total net assets acquired 21,139 Gain on bargain purchase (1) (11,039) Total purchase price $ 10,100 (1) The total fair value of the net assets acquired from Argon exceeded the purchase price, resulting in a gain on bargain purchase which was recorded within other income (expense) in our consolidated statements of income. We believe the reason for the gain on bargain purchase was a result of the divestiture of a non-strategic, slow-growth critical care business for Argon. It is our understanding that the divestiture allows Argon to focus on its higher growth interventional portfolio. |
Catheter Connections, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | Assets Acquired Trade receivables $ 958 Inventories 2,157 Prepaid expenses and other assets 85 Property and equipment 1,472 Intangibles Developed technology 21,100 Customer lists 700 Trademarks 2,900 Goodwill 8,989 Total assets acquired 38,361 Liabilities Assumed Trade payables (338) Accrued expenses (23) Total liabilities assumed (361) Net assets acquired $ 38,000 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Finished goods $ 134,467 $ 117,703 Work-in-process 17,602 14,380 Raw materials 73,629 65,453 Total inventories $ 225,698 $ 197,536 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018, are as follows (in thousands): 2019 2018 Goodwill balance at January 1 $ 335,433 $ 238,147 Effect of foreign exchange (199) (1,304) Additions and adjustments as the result of acquisitions 17,959 98,590 Goodwill balance at December 31 $ 353,193 $ 335,433 |
Other intangible assets | Other intangible assets at December 31, 2019 and 2018, consisted of the following (in thousands): December 31, 2019 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 22,703 $ (6,863) $ 15,840 Distribution agreements 8,012 (6,794) 1,218 License agreements 26,987 (12,746) 14,241 Trademarks 30,240 (9,477) 20,763 Covenants not to compete 964 (964) — Customer lists 39,984 (28,763) 11,221 In-process technology 2,500 — 2,500 Total $ 131,390 $ (65,607) $ 65,783 December 31, 2018 Gross Carrying Accumulated Net Carrying Amount Amortization 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 December 31, 2019 (in thousands): Year Ending December 31, Estimated Amortization Expense 2020 $ 59,386 2021 52,032 2022 50,682 2023 49,485 2024 46,506 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | For the years ended December 31, 2019, 2018 and 2017, income before income taxes is broken out between U.S. and foreign-sourced operations and consisted of the following (in thousands): 2019 2018 2017 Domestic $ (37,277) $ 21,084 $ 14,531 Foreign 39,470 28,435 21,350 Total $ 2,193 $ 49,519 $ 35,881 |
Schedule of Components of Income Tax Expense (Benefit) | The components of the provision for income taxes for the years ended December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 Current expense (benefit): Federal $ 479 $ (1,132) $ 3,849 State 662 582 645 Foreign 8,037 6,000 5,168 Total current expense 9,178 5,450 9,662 Deferred expense (benefit): Federal (8,111) 4,400 (314) State (3,523) (667) (216) Foreign (802) (1,681) (774) Total deferred (benefit) expense (12,436) 2,052 (1,304) Total income tax expense (benefit) $ (3,258) $ 7,502 $ 8,358 |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the income tax expense reported and amounts computed by applying the statutory federal rate of 21.0% to pretax income for years ended December 31, 2019 and 2018, and 35% for the year ended December 31, 2017, consisted of the following (in thousands): 2019 2018 2017 Computed federal income tax expense at applicable statutory rate $ 461 $ 10,399 $ 12,559 State income taxes (2,241) (59) 279 Tax credits (1,567) (1,734) (1,377) Foreign tax rate differential (1,536) (1,361) (3,329) Uncertain tax positions (794) 267 (19) Deferred compensation insurance assets (503) 186 (479) Transaction-related expenses 154 223 90 U.S. transition tax — (3,271) 10,612 TCJA remeasurement of deferred taxes — (71) (8,383) Stock-based payments (1,654) (4,278) (2,264) Bargain purchase gain — — (1,570) In-process research and development — — 1,486 Net GILTI 1,861 347 — Foreign withholding tax 638 5,590 — Other — including the effect of graduated rates 1,923 1,264 753 Total income tax expense (benefit) $ (3,258) $ 7,502 $ 8,358 |
Schedule of Deferred Tax Assets and Liabilities | Deferred income tax assets and liabilities at December 31, 2019 and 2018, consisted of the following temporary differences and carry-forward items (in thousands): 2019 2018 Deferred income tax assets: Allowance for uncollectible accounts receivable $ 693 $ 606 Accrued compensation expense 9,244 7,414 Inventory differences 2,207 1,269 Net operating loss carryforwards 21,187 20,226 Deferred revenue 552 46 Stock-based compensation expense 4,672 2,833 Operating lease assets 16,838 — Federal R&D Tax Credits 1,376 — Other 6,189 9,243 Total deferred income tax assets 62,958 41,637 Deferred income tax liabilities: Prepaid expenses (1,128) (1,142) Property and equipment (21,242) (20,045) Intangible assets (53,933) (58,883) Foreign withholding tax (5,240) (5,590) Operating lease liabilities (15,847) — Other (2,372) (4,350) Total deferred income tax liabilities (99,762) (90,010) Valuation allowance (4,644) (4,989) Net deferred income tax liabilities $ (41,448) $ (53,362) Reported as: Deferred income tax assets $ 3,788 $ 3,001 Deferred income tax liabilities (45,236) (56,363) Net deferred income tax liabilities $ (41,448) $ (53,362) |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of liabilities associated with uncertain tax benefits for the years ended December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 Unrecognized tax benefits, opening balance $ 2,947 $ 2,749 $ 2,549 Gross increases (decreases) in tax positions taken in a prior year (244) 35 80 Gross increases in tax positions taken in the current year 229 586 403 Lapse of applicable statute of limitations (771) (423) (283) Unrecognized tax benefits, ending balance $ 2,161 $ 2,947 $ 2,749 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses at December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Payroll and related liabilities $ 39,781 $ 37,396 Current portion of contingent liabilities 28,621 23,760 Advances from employees 286 540 Accrued rebates payable 9,202 6,789 Other accrued expenses 27,294 27,688 Total $ 105,184 $ 96,173 Note: Accrued rebates payable is presented in 2019 as it has increased relative to total current liabilities from the prior year. Accrued expenses have been reclassified for all periods presented for comparability |
Revolving Credit Facility and_2
Revolving Credit Facility and Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Principal balances outstanding under our long-term debt obligations as of December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Term loans $ 148,125 $ 72,500 Revolving credit loans 291,875 316,000 Collateralized debt facility (paid in full) — 7,000 Less unamortized debt issuance costs (516) (348) Total long-term debt 439,484 395,152 Less current portion 7,500 22,000 Long-term portion $ 431,984 $ 373,152 |
Schedule of Long-term Debt Covenants | Covenant Requirement Consolidated Total Leverage Ratio (1) 4.0 to 1.0 Consolidated Interest Coverage Ratio (2) 3.0 to 1.0 Facility Capital Expenditures (3) $50 million (1) Maximum Consolidated Total Net Leverage Ratio (as defined in the Third Amended Credit Agreement) as of any fiscal quarter end. (2) Minimum ratio of Consolidated EBITDA (as defined in the Third Amended Credit Agreement and adjusted for certain expenditures) to Consolidated interest expense (as defined in the Third Amended Credit Agreement) for any period of four consecutive fiscal quarters. (3) Maximum level of the aggregate amount of all Facility Capital Expenditures (as defined in the Third Amended Credit Agreement) in any fiscal year. |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on our long-term debt as of December 31, 2019, are as follows (in thousands): Years Ending Future Minimum December 31, Principal Payments 2020 $ 7,500 2021 7,500 2022 8,438 2023 11,250 2024 405,312 Total future minimum principal payments $ 440,000 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Notional Amounts of Outstanding Derivative Positions | As of December 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 8,540 Brazilian Real BRL 10,315 Canadian Dollar CAD 8,025 Swiss Franc CHF 3,660 Chinese Renminbi CNY 591,000 Danish Krone DKK 33,575 Euro EUR 37,750 British Pound GBP 8,380 Japanese Yen JPY 1,145,000 Korean Won KRW 8,950,000 Mexican Peso MXN 527,000 Norwegian Krone NOK 15,475 Swedish Krona SEK 54,170 Currency Symbol Forward Notional Amount Australian Dollar AUD 14,282 Brazilian Real BRL 19,500 Canadian Dollar CAD 1,706 Swiss Franc CHF 306 Chinese Renminbi CNY 52,598 Danish Krone DKK 5,987 Euro EUR 752 British Pound GBP 7,594 Hong Kong Dollar HKD 11,000 Japanese Yen JPY 1,530,000 Korean Won KRW 4,868,000 Mexican Peso MXN 35,000 Norwegian Krone NOK 3,767 New Zealand Dollar NZD 1,542 Swedish Krona SEK 13,577 Singapore Dollar SGD 1,790 South African Rand ZAR 50,843 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments on a gross basis is as follows (in thousands): Fair Value Balance Sheet Location December 31, 2019 December 31, 2018 Derivative instruments designated as hedging instruments Assets Interest rate swaps Other assets (long-term) $ 1,192 $ 5,772 Foreign currency forward contracts Prepaid expenses and other assets 1,663 613 Foreign currency forward contracts Other assets (long-term) 466 151 (Liabilities) Interest rate swaps Other long-term obligations (290) — Foreign currency forward contracts Accrued expenses (1,813) (711) Foreign currency forward contracts Other long-term obligations (764) (101) Derivative instruments not designated as hedging instruments Assets Foreign currency forward contracts Prepaid expenses and other assets $ 318 $ 814 (Liabilities) Foreign currency forward contracts Accrued expenses (1,678) (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 ("OCI"), accumulated other comprehensive income ("AOCI") and net earnings in our consolidated statements of income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): Amount of Gain/(Loss) Amount of Gain/(Loss) recognized in OCI reclassified from AOCI Year Ended December 31, Year ended December 31, 2019 2018 2017 2019 2018 2017 Derivative instrument Location in statements of income Interest rate swaps $ (2,830) $ 1,559 $ 853 Interest expense $ 2,040 $ 1,537 $ 95 Foreign currency forward contracts (587) 539 491 Revenue 577 136 (277) Cost of sales (578) 361 625 |
Derivative Instruments, Gain (Loss) | The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the years presented (in thousands): Year ended December 31, Derivative Instrument Location in statements of income 2019 2018 2017 Foreign currency forward contracts Other income (expense) $ (307) $ 4,147 $ (4,746) |
Earnings Per Common Share (EP_2
Earnings Per Common Share (EPS) (Tables) | 12 Months Ended |
Dec. 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): 2019 2018 2017 Net income $ 5,451 $ 42,017 $ 27,523 Average common shares outstanding 55,075 52,268 48,805 Basic EPS $ 0.10 $ 0.80 $ 0.56 Average common shares outstanding 55,075 52,268 48,805 Effect of dilutive stock options 1,160 1,663 1,296 Total potential shares outstanding 56,235 53,931 50,101 Diluted EPS $ 0.10 $ 0.78 $ 0.55 Stock options excluded as the impact was anti-dilutive 1,750 396 381 |
Employee Stock Purchase Plan,_2
Employee Stock Purchase Plan, Stock Options and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | The stock-based compensation expense before income tax expense for the years ended December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 Cost of sales $ 1,289 $ 870 $ 632 Research and development 961 553 376 Selling, general and administrative 7,132 4,694 3,067 Stock-based compensation expense before taxes $ 9,382 $ 6,117 $ 4,075 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In applying the Black-Scholes methodology to the option grants, the fair value of our stock-based awards granted were estimated using the following assumptions for the periods indicated below: 2019 2018 2017 Risk-free interest rate 1.38% - 2.56% 2.63% - 2.77% 1.77% - 1.83% Expected option term 3.0 - 5.0 years 5.0 years 5.0 years Expected dividend yield — — — Expected price volatility 28.66% - 39.38% 34.06% - 34.32% 33.81% - 34.07% |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable | The table below presents information related to stock option activity for the years ended December 31, 2019, 2018 and 2017 (in thousands): 2019 2018 2017 Total intrinsic value of stock options exercised $ 9,910 $ 25,692 $ 9,264 Cash received from stock option exercises 4,837 8,510 5,552 Excess tax benefit from the exercise of stock options 1,654 4,278 2,264 |
Schedule of Share-based Compensation, Stock Options, Activity | Changes in stock options for the year ended December 31, 2019, consisted of the following (shares and intrinsic value in thousands): Number Weighted Average Remaining Contractual Intrinsic of Shares Exercise Price Term (in years) Value Beginning balance 3,507 $ 26.30 Granted 1,244 52.45 Exercised (288) 16.48 Forfeited/expired (144) 37.86 Outstanding at December 31 4,319 34.10 4.40 $ 23,512 Exercisable 1,532 21.98 3.07 16,403 Ending vested and expected to vest 4,186 33.77 4.36 23,344 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range | The following table summarizes information about stock options outstanding at December 31, 2019 (shares in thousands): Options Outstanding Options Exercisable Weighted Average Weighted Number Remaining Contractual Average Exercise Number Weighted Average Range of Exercise Outstanding Life (in years) Price Exercisable Exercise Price $9.95 - $17.27 1,052 2.27 $ 15.04 795 $ 14.62 $18.80 - $25.89 335 3.32 $ 20.36 200 $ 20.25 $28.20 914 4.26 $ 28.20 335 $ 28.20 $28.93 - $50.50 957 5.29 $ 42.02 202 $ 42.36 $51.31 - $57.26 1,061 6.18 $ 55.28 — $ — $9.95 - $57.26 4,319 1,532 |
Segment Reporting and Foreign_2
Segment Reporting and Foreign Operations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Schedule of Long-lived Assets by Geographic Area | Our long-lived assets (which are comprised of our net property, plant and equipment) by geographic area at December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 United States $ 273,816 $ 231,864 $ 202,504 Ireland 44,912 45,283 45,671 Other foreign countries 60,057 54,305 44,645 Total $ 378,785 $ 331,452 $ 292,820 |
Schedule of Segment Reporting Information, by Segment | Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the years ended December 31, 2019, 2018 and 2017, are as follows (in thousands): 2019 2018 2017 Net Sales Cardiovascular $ 960,981 $ 849,477 $ 700,613 Endoscopy 33,871 33,276 27,239 Total net sales 994,852 882,753 727,852 Operating Expenses Cardiovascular 382,313 321,461 281,095 Endoscopy 34,619 14,692 12,089 Total operating expenses 416,932 336,153 293,184 Operating Income Cardiovascular 25,780 49,289 24,819 Endoscopy (10,346) 9,328 8,250 Total operating income 15,434 58,617 33,069 Total other income (expense) - net (13,241) (9,098) 2,812 Income tax expense (benefit) (3,258) 7,502 8,358 Net income $ 5,451 $ 42,017 $ 27,523 Total assets by business segment at December 31, 2019, 2018 and 2017, consisted of the following (in thousands): 2019 2018 2017 Cardiovascular $ 1,745,057 $ 1,588,970 $ 1,103,806 Endoscopy 12,264 31,042 8,005 Total $ 1,757,321 $ 1,620,012 $ 1,111,811 Total depreciation and amortization by business segment for the years ended December 31, 2019, 2018 and 2017 consisted of the following (in thousands): 2019 2018 2017 Cardiovascular $ 91,151 $ 68,722 $ 52,700 Endoscopy 949 824 882 Total $ 92,100 $ 69,546 $ 53,582 Total capital expenditures for property and equipment by business segment for the years ended December 31, 2019, 2018 and 2017 consisted of the following (in thousands): 2019 2018 2017 Cardiovascular $ 77,631 $ 63,032 $ 38,437 Endoscopy 542 292 186 Total $ 78,173 $ 63,324 $ 38,623 |
Reconciliation of Assets from Segment to Consolidated | 2019 2018 2017 Net Sales Cardiovascular $ 960,981 $ 849,477 $ 700,613 Endoscopy 33,871 33,276 27,239 Total net sales 994,852 882,753 727,852 Operating Expenses Cardiovascular 382,313 321,461 281,095 Endoscopy 34,619 14,692 12,089 Total operating expenses 416,932 336,153 293,184 Operating Income Cardiovascular 25,780 49,289 24,819 Endoscopy (10,346) 9,328 8,250 Total operating income 15,434 58,617 33,069 Total other income (expense) - net (13,241) (9,098) 2,812 Income tax expense (benefit) (3,258) 7,502 8,358 Net income $ 5,451 $ 42,017 $ 27,523 |
Quarterly Results of Operatio_2
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | Quarterly data for the years ended December 31, 2019 and 2018 consisted of the following (in thousands, except per share amounts): Quarter Ended March 31 June 30 September 30 December 31 2019 Net sales $ 238,349 $ 255,532 $ 243,049 $ 257,922 Gross profit 104,636 111,964 104,136 111,630 Income (loss) from operations 9,523 12,201 (2,881) (3,409) Income tax expense (benefit) 651 2,140 (2,292) (3,757) Net income (loss) 6,195 6,859 (3,398) (4,205) Basic earnings (loss) per common share 0.11 0.12 (0.06) (0.08) Diluted earnings (loss) per common share 0.11 0.12 (0.06) (0.08) 2018 Net sales $ 203,035 $ 224,810 $ 221,659 $ 233,249 Gross profit 88,056 100,009 102,039 104,666 Income from operations 8,781 15,114 21,061 13,661 Income tax expense 1,090 624 2,766 3,022 Net income 5,269 10,941 16,619 9,188 Basic earnings per common share 0.10 0.22 0.31 0.17 Diluted earnings per common share 0.10 0.21 0.30 0.16 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Assets (Liabilities) Measured at Fair Value on a Recurring Basis Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of December 31, 2019 and 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 December 31, 2019 (Level 1) (Level 2) (Level 3) Interest rate contract (1) $ 1,192 $ — $ 1,192 $ — Interest rate contract (1) $ (290) — $ (290) $ — Foreign currency contract assets, current and long-term (2) $ 2,447 $ — $ 2,447 $ — Foreign currency contract liabilities, current and long-term (3) $ (4,255) $ — $ (4,255) $ — Contingent consideration liabilities $ (76,709) $ — $ — $ (76,709) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs December 31, 2018 (Level 1) (Level 2) (Level 3) Interest rate contract (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 long-term assets or other long-term obligations in the consolidated balance sheets. (2) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid and other assets or other long-term assets in the consolidated balance sheets. (3) The fair value of the foreign currency contract liabilities (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations in the consolidated balance sheets. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the fair value of our contingent consideration liability during the years ended December 31, 2019 and 2018, consisted of the following (in thousands): 2019 2018 Beginning balance $ 82,236 $ 10,956 Contingent consideration liability recorded as the result of acquisitions (see Note 3) 10,517 72,209 Fair value adjustments recorded to income (304) (698) Contingent payments made (15,740) (231) Ending balance $ 76,709 $ 82,236 |
Fair Value Inputs, Liabilities, Quantitative Information | The recurring Level 3 measurement of our contingent consideration liability and contingent receivable includes the following significant unobservable inputs at December 31, 2019 and 2018 (amounts in thousands): Fair value at December 31, Valuation Contingent consideration asset or liability 2019 technique Unobservable inputs Range Revenue-based royalty payments contingent liability $ 7,710 Discounted cash flow Discount rate 13% - 24% Projected year of payments 2020-2034 Revenue milestones contingent liability $ 66,114 Monte Carlo simulation Discount rate 9% - 13.5% Projected year of payments 2020-2023 Regulatory approval contingent liability $ 2,885 Scenario-based method Discount rate 2.4% Probability of milestone payment 65% Projected year of payment 2022 Fair value at December 31, Valuation Contingent consideration asset or liability 2018 technique Unobservable inputs Range Revenue-based royalty payments contingent liability $ 10,661 Discounted cash flow Discount rate 9.9% - 25% Projected year of payments 2018-2037 Supply chain milestone contingent liability $ 13,593 Discounted cash flow Discount rate 5.3% Probability of milestone payment 95% Projected year of payments 2019 Revenue milestones contingent liability $ 57,982 Discounted cash flow Discount rate 3.3% - 13% Projected year of payments 2019-2023 Contingent receivable asset $ 607 Discounted cash flow Discount rate 10% Probability of milestone payment 67% Projected year of payments 2019 |
Common Stock and Accumulated _2
Common Stock and Accumulated Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | The changes in each component of Accumulated Other Comprehensive Income (Loss) for the years ended December 31, 2019 and 2018 were as follows: Cash Flow Hedges Foreign Currency Translation Total December 31, 2016 $ 2,923 $ (4,805) $ (1,882) OCI (loss) 1,344 3,117 4,461 Income taxes (350) (252) (602) Reclassifications to: Revenue 277 277 Cost of Sales (625) (625) Interest Expense (95) (95) Net OCI (loss) 551 2,865 3,416 December 31, 2017 3,474 (1,940) 1,534 OCI (loss) 2,098 (3,606) (1,508) Income taxes (16) (9) (25) Reclassifications to: Revenue (136) (136) Cost of Sales (361) (361) Interest Expense (1,537) (1,537) Net OCI (loss) 48 (3,615) (3,567) December 31, 2018 3,522 (5,555) (2,033) OCI (loss) (3,417) (18) (3,435) Income taxes 1,404 61 1,465 Reclassifications to: Revenue (577) (577) Cost of Sales 578 578 Interest Expense (2,040) (2,040) Net OCI (loss) (4,052) 43 (4,009) Reclassification of stranded tax effects 1 748 748 December 31, 2019 $ 218 $ (5,512) $ (5,294) (1) Amounts reclassified to retained earnings as a result of the adoption of ASU 2018-02. |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Schedule of Consolidated Balance Sheet Information and Supplemental Information | The following was included in our consolidated balance sheet as of December 31, 2019 (in thousands): As of December 31, 2019 Assets ROU operating lease assets $ 80,244 Liabilities Short-term operating lease liabilities $ 11,550 Long-term operating lease liabilities 72,714 Total operating lease liabilities $ 84,264 |
Components of Lease Costs | We recognize lease expense on a straight-line basis over the term of the lease. Net lease cost for the years ended December 31, 2019, 2018, and 2017 was approximately $16.5 million, $14.5 million, and $13.6 million, respectively. The components of lease costs for the year ended December 31, 2019 were as follows, in thousands: Year Ended Lease Cost Classification December 31, 2019 Operating lease cost (a) Selling, general and administrative expenses $ 16,828 Sublease (income) (b) Selling, general and administrative expenses (361) Net lease cost $ 16,467 (a) Includes expense related to short-term leases and variable payments, which were not significant. (b) Does not include rental revenue from leases of hardware consoles to customers, which was not significant. Supplemental cash flow information for the year ended December 31, 2019 was as follows: Year Ended December 31, 2019 Cash paid for amounts included in the measurement of lease liabilities $ 14,646 Right-of-use assets obtained in exchange for lease obligations $ 10,637 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 December 31, 2019, the following disclosures for remaining lease term and discount rates were applicable: December 31, 2019 Weighted average remaining lease term 12.3 years Weighted average discount rate 3.2% |
Maturities of Operating Lease Liabilities | As of December 31, 2019, maturities of operating lease liabilities were as follows, in thousands: Year ended December 31, Amounts due under Operating Leases 2020 $ 13,949 2021 12,938 2022 10,368 2023 8,273 2024 7,330 Thereafter 53,501 Total lease payments 106,359 Less: Imputed interest (22,095) Total $ 84,264 |
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 minimum lease payments $ 102,495 |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Organization (Details) | 12 Months Ended |
Dec. 31, 2019segmentitem | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | segment | 2 |
Number of core divisions | item | 6 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 31.4 | $ 28.3 | $ 26.8 |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 40 years | ||
Minimum | Manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 4 years | ||
Minimum | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Minimum | Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 10 years | ||
Minimum | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 4 years | ||
Maximum | Manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Maximum | Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Maximum | Land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 20 years | ||
Maximum | Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 25 years |
Organization and Summary of S_6
Organization and Summary of Significant Accounting Policies - Deferred Compensation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Cash surrender value of life insurance | $ 15,100 | $ 11,700 |
Deferred compensation cost | $ 14,855 | $ 11,219 |
Organization and Summary of S_7
Organization and Summary of Significant Accounting Policies - Other Assets (Details) - USD ($) $ in Thousands | Apr. 06, 2018 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Other Assets | |||||
Deferred compensation plan assets | $ 15,053 | $ 15,053 | $ 11,716 | ||
Investments in privately held companies | 17,129 | 17,129 | 22,530 | ||
Long-term notes receivable | 2,722 | 2,722 | 13,504 | ||
Other | 6,557 | 6,557 | 9,829 | ||
Total Other Assets | 41,461 | 41,461 | 57,579 | ||
Impairment and other charges | 23,750 | $ 657 | $ 809 | ||
NinePoint Medical, Inc. | |||||
Other Assets | |||||
Option to purchase outstanding equity, up to | 100.00% | ||||
Total purchase price | $ 10,000 | ||||
Loan from acquisition | $ 10,500 | ||||
Interest rate on loan | 9.00% | ||||
Impairment and other charges | 20,500 | 20,500 | |||
Write off of accrued interest | $ (1,600) | $ (1,600) |
Organization and Summary of S_8
Organization and Summary of Significant Accounting Policies - Other Long-term Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contingent consideration liabilities | $ 48,088 | $ 58,486 |
Other long-term obligations | 8,385 | 7,008 |
Total | $ 56,473 | $ 65,494 |
Organization and Summary of S_9
Organization and Summary of Significant Accounting Policies - Stock Based Compensation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Allocated share-based compensation | $ 9,382 | $ 6,117 | $ 4,075 |
Organization and Summary of _10
Organization and Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Customer concentration risk | Revenue | One Customer | |||
Product Information [Line Items] | |||
Concentration for largest customer | 2.00% | 2.00% | 2.00% |
Organization and Summary of _11
Organization and Summary of Significant Accounting Policies - New Financial Accounting Standards (Details) - ASU 2018-02 - USD ($) $ in Thousands | Jan. 01, 2019 | Dec. 31, 2019 |
Retained Earnings | ||
New Financial Accounting Standards | ||
Cumulative effect on retained earnings, net of tax | $ (748) | $ (748) |
Accumulated Other Comprehensive Loss | ||
New Financial Accounting Standards | ||
Cumulative effect on retained earnings, net of tax | $ 748 | $ 748 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 257,922 | $ 243,049 | $ 255,532 | $ 238,349 | $ 233,249 | $ 221,659 | $ 224,810 | $ 203,035 | $ 994,852 | $ 882,753 | $ 727,852 |
United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 575,711 | 496,413 | 420,703 | ||||||||
International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 419,141 | 386,340 | 307,149 | ||||||||
Cardiovascular | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 960,981 | 849,477 | 700,613 | ||||||||
Cardiovascular | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 543,116 | 464,224 | 394,346 | ||||||||
Cardiovascular | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 417,865 | 385,253 | 306,267 | ||||||||
Endoscopy | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 33,871 | 33,276 | 27,239 | ||||||||
Stand-alone devices | Cardiovascular | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 401,466 | 361,613 | 275,456 | ||||||||
Stand-alone devices | Cardiovascular | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 222,263 | 202,129 | 148,620 | ||||||||
Stand-alone devices | Cardiovascular | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 179,203 | 159,484 | 126,836 | ||||||||
Cianna Medical | Cardiovascular | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 49,536 | 6,292 | |||||||||
Cianna Medical | Cardiovascular | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 49,324 | 6,292 | |||||||||
Cianna Medical | Cardiovascular | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 212 | ||||||||||
Custom kits and procedure trays | Cardiovascular | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 135,856 | 134,756 | 126,089 | ||||||||
Custom kits and procedure trays | Cardiovascular | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 92,038 | 92,975 | 92,474 | ||||||||
Custom kits and procedure trays | Cardiovascular | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 43,818 | 41,781 | 33,615 | ||||||||
Inflation devices | Cardiovascular | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 90,681 | 92,419 | 79,875 | ||||||||
Inflation devices | Cardiovascular | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 32,795 | 31,717 | 31,848 | ||||||||
Inflation devices | Cardiovascular | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 57,886 | 60,702 | 48,027 | ||||||||
Catheters | Cardiovascular | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 177,876 | 155,525 | 127,747 | ||||||||
Catheters | Cardiovascular | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 81,183 | 68,708 | 62,284 | ||||||||
Catheters | Cardiovascular | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 96,693 | 86,817 | 65,463 | ||||||||
Embolization devices | Cardiovascular | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 52,072 | 50,038 | 49,532 | ||||||||
Embolization devices | Cardiovascular | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 21,222 | 20,433 | 22,374 | ||||||||
Embolization devices | Cardiovascular | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 30,850 | 29,605 | 27,158 | ||||||||
CRM/EP | Cardiovascular | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 53,494 | 48,834 | 41,914 | ||||||||
CRM/EP | Cardiovascular | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 44,291 | 41,970 | 36,746 | ||||||||
CRM/EP | Cardiovascular | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 9,203 | 6,864 | 5,168 | ||||||||
Endoscopy devices | Endoscopy | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 33,871 | 33,276 | 27,239 | ||||||||
Endoscopy devices | Endoscopy | United States | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 32,595 | 32,189 | 26,357 | ||||||||
Endoscopy devices | Endoscopy | International | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 1,276 | $ 1,087 | $ 882 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) € in Millions, $ in Millions | Oct. 11, 2019USD ($)shares | Aug. 01, 2019USD ($) | Jun. 14, 2019USD ($) | Mar. 28, 2019USD ($) | Dec. 14, 2018USD ($) | Nov. 13, 2018USD ($) | Jul. 31, 2018USD ($)shares | May 23, 2018USD ($) | May 18, 2018USD ($) | Apr. 06, 2018USD ($) | Feb. 14, 2018USD ($) | Oct. 02, 2017USD ($) | Sep. 01, 2017 | Aug. 04, 2017USD ($) | Jul. 03, 2017USD ($) | Jul. 01, 2017 | Jun. 16, 2017 | May 23, 2017USD ($)shares | May 19, 2017USD ($) | May 01, 2017USD ($) | Jan. 31, 2017USD ($)item | Sep. 30, 2017USD ($) | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)shares | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Oct. 11, 2019EUR (€) | Sep. 30, 2017AUD ($) |
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Payments to acquire intangible assets | $ 3,324,000 | $ 3,012,000 | $ 2,577,000 | |||||||||||||||||||||||||||||
Impairment | 3,300,000 | 657,000 | 809,000 | |||||||||||||||||||||||||||||
Contingent liability | $ 48,088,000 | 48,088,000 | 58,486,000 | $ 48,088,000 | $ 48,088,000 | |||||||||||||||||||||||||||
Impairment and other charges | 23,750,000 | 657,000 | 809,000 | |||||||||||||||||||||||||||||
QX Medical, LLC | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Payments to acquire intangible assets | $ 750,000 | |||||||||||||||||||||||||||||||
NinePoint Medical, Inc. | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Option to purchase outstanding equity, up to | 100.00% | |||||||||||||||||||||||||||||||
Total purchase price | $ 10,000,000 | |||||||||||||||||||||||||||||||
Loan from acquisition | $ 10,500,000 | |||||||||||||||||||||||||||||||
Interest rate on loan | 9.00% | |||||||||||||||||||||||||||||||
Net sales related to acquisition | 2,900,000 | 3,000,000 | ||||||||||||||||||||||||||||||
Impairment and other charges | 20,500,000 | 20,500,000 | ||||||||||||||||||||||||||||||
Write off of accrued interest | $ (1,600,000) | (1,600,000) | ||||||||||||||||||||||||||||||
Sugan Co, Ltd. | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Term of right to manufacture and sell certain products | 4 years | |||||||||||||||||||||||||||||||
Customer Lists | Sugan Co, Ltd. | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 1,200,000 | |||||||||||||||||||||||||||||||
Useful life | 5 years | |||||||||||||||||||||||||||||||
Distribution agreements | QX Medical, LLC | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||||
Intellectual Property | IntelliMedical Technologies Pty Ltd | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 11,900,000 | |||||||||||||||||||||||||||||||
Contingent liability | $ 15 | |||||||||||||||||||||||||||||||
Current royalty rate | 6.00% | |||||||||||||||||||||||||||||||
Intellectual Property | Lazarus Medical Technologies, LLC | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Payments to acquire intangible assets | $ 620,000 | |||||||||||||||||||||||||||||||
Useful life | 15 years | |||||||||||||||||||||||||||||||
License agreements | Pleuratech ApS | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Payments to acquire intangible assets | $ 2,000,000 | |||||||||||||||||||||||||||||||
Useful life | 15 years | |||||||||||||||||||||||||||||||
Impairment | $ 1,800,000 | |||||||||||||||||||||||||||||||
Fluidx | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Payments to acquire shares | $ 2,000,000 | |||||||||||||||||||||||||||||||
Ownership percentage | 11.60% | 11.60% | 11.60% | 11.60% | ||||||||||||||||||||||||||||
Cagent Vascular, LLC | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Preferred limited liability company units (in units) | shares | 1,786,000 | 3,000,000 | ||||||||||||||||||||||||||||||
Payments to acquire shares | $ 2,200,000 | $ 3,000,000 | ||||||||||||||||||||||||||||||
Ownership percentage | 19.50% | 19.50% | 19.50% | 19.50% | ||||||||||||||||||||||||||||
Fusion Medical, Inc. | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Preferred limited liability company units (in units) | shares | 182,000 | |||||||||||||||||||||||||||||||
Payments to acquire shares | $ 2,500,000 | |||||||||||||||||||||||||||||||
Ownership percentage | 19.50% | |||||||||||||||||||||||||||||||
Equity method investment | $ 2,500,000 | |||||||||||||||||||||||||||||||
Selio | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Loan from acquisition | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||||||||||||||||||||
Interest rate on loan | 5.00% | |||||||||||||||||||||||||||||||
Ownership percentage | 19.50% | 19.50% | ||||||||||||||||||||||||||||||
Equity method investment | $ 2,600,000 | |||||||||||||||||||||||||||||||
Selio | Maximum | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Loan commitment from acquisition | € | € 2 | |||||||||||||||||||||||||||||||
Selio | Ordinary shares | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Shares acquired (in shares) | shares | 3,900 | |||||||||||||||||||||||||||||||
Term of option to purchase equity | 45 days | |||||||||||||||||||||||||||||||
Selio | C Ordinary shares | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Shares acquired (in shares) | shares | 1,365 | |||||||||||||||||||||||||||||||
Fibrovein Holdings Limited | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Purchase consideration, upfront payment | $ 13,700,000 | |||||||||||||||||||||||||||||||
Contingent liability | 934,000 | |||||||||||||||||||||||||||||||
Fibrovein Holdings Limited | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 10,428,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 12 years | |||||||||||||||||||||||||||||||
Fibrovein Holdings Limited | STD Pharmaceutical Products Limited | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Ownership percentage | 100.00% | |||||||||||||||||||||||||||||||
Brightwater | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Purchase consideration, upfront payment | $ 35,000,000 | |||||||||||||||||||||||||||||||
Working capital adjustment | $ 39,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 12 years 10 months 24 days | |||||||||||||||||||||||||||||||
Brightwater | Achievement of CE Certification | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Earn-out payments | $ 5,000,000 | |||||||||||||||||||||||||||||||
Brightwater | Achievement of Sales Milestones | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Earn-out payments | 10,000,000 | |||||||||||||||||||||||||||||||
Brightwater | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 31,960,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 13 years | |||||||||||||||||||||||||||||||
Brightwater | Trademarks | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 250,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 5 years | |||||||||||||||||||||||||||||||
Brightwater | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 83,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 1 year | |||||||||||||||||||||||||||||||
Vascular Insights | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Purchase consideration, upfront payment | $ 40,000,000 | |||||||||||||||||||||||||||||||
Working capital adjustment | $ 15,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 11 years 9 months 18 days | |||||||||||||||||||||||||||||||
Contingent liability | $ 20,000,000 | |||||||||||||||||||||||||||||||
Net sales related to acquisition | 7,500,000 | |||||||||||||||||||||||||||||||
Vascular Insights | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 32,750,000 | |||||||||||||||||||||||||||||||
Useful life | 12 years | |||||||||||||||||||||||||||||||
Vascular Insights | Trademarks | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 1,410,000 | |||||||||||||||||||||||||||||||
Useful life | 9 years | |||||||||||||||||||||||||||||||
Vascular Insights | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 840,000 | |||||||||||||||||||||||||||||||
Useful life | 8 years | |||||||||||||||||||||||||||||||
Cianna Medical | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Purchase consideration, upfront payment | $ 135,000,000 | |||||||||||||||||||||||||||||||
Working capital adjustment | $ 1,200,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 10 years 8 months 12 days | |||||||||||||||||||||||||||||||
Net sales related to acquisition | 49,500,000 | 6,300,000 | ||||||||||||||||||||||||||||||
Acquisition-related costs | 3,500,000 | |||||||||||||||||||||||||||||||
Cianna Medical | Achievement of Supply Chain and Scalability Metrics | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Earn-out payments | $ 15,000,000 | |||||||||||||||||||||||||||||||
Cianna Medical | Annual Net Sales Milestone | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Earn-out payments | 50,000,000 | |||||||||||||||||||||||||||||||
Cianna Medical | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 134,510,000 | |||||||||||||||||||||||||||||||
Useful life | 11 years | |||||||||||||||||||||||||||||||
Cianna Medical | Trademarks | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 7,080,000 | |||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||||
Cianna Medical | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 3,330,000 | |||||||||||||||||||||||||||||||
Useful life | 8 years | |||||||||||||||||||||||||||||||
DirectACCESS Medical, LLC | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 7,300,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 9 years 10 months 24 days | |||||||||||||||||||||||||||||||
DirectACCESS Medical, LLC | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 4,840,000 | |||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||||
DirectACCESS Medical, LLC | Trademarks | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 400,000 | |||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||||
DirectACCESS Medical, LLC | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 120,000 | |||||||||||||||||||||||||||||||
Useful life | 5 years | |||||||||||||||||||||||||||||||
Becton, Dickinson and Company | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 100,300,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 8 years | |||||||||||||||||||||||||||||||
Contingent liability | $ 1,600,000 | |||||||||||||||||||||||||||||||
Net sales related to acquisition | 46,800,000 | 42,100,000 | ||||||||||||||||||||||||||||||
Acquisition-related costs | 1,800,000 | |||||||||||||||||||||||||||||||
Becton, Dickinson and Company | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 74,000,000 | |||||||||||||||||||||||||||||||
Useful life | 8 years | |||||||||||||||||||||||||||||||
Becton, Dickinson and Company | Trademarks | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 4,900,000 | |||||||||||||||||||||||||||||||
Useful life | 9 years | |||||||||||||||||||||||||||||||
Becton, Dickinson and Company | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 4,200,000 | |||||||||||||||||||||||||||||||
Useful life | 7 years | |||||||||||||||||||||||||||||||
ITL Healthcare Pty Ltd | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 11,300,000 | |||||||||||||||||||||||||||||||
Net sales related to acquisition | 7,700,000 | 8,000,000 | 3,300,000 | |||||||||||||||||||||||||||||
ITL Healthcare Pty Ltd | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 5,940,000 | |||||||||||||||||||||||||||||||
Useful life | 7 years | |||||||||||||||||||||||||||||||
Laurane Medical S.A.S. | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 16,500,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 11 years 10 months 24 days | |||||||||||||||||||||||||||||||
Contingent liability | $ 5,500,000 | |||||||||||||||||||||||||||||||
Laurane Medical S.A.S. | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 14,920,000 | |||||||||||||||||||||||||||||||
Useful life | 12 years | |||||||||||||||||||||||||||||||
Laurane Medical S.A.S. | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 120,000 | |||||||||||||||||||||||||||||||
Useful life | 1 year | |||||||||||||||||||||||||||||||
Osseon LLC | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 6,800,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 9 years | |||||||||||||||||||||||||||||||
Net sales related to acquisition | 1,700,000 | 2,100,000 | 942,000 | |||||||||||||||||||||||||||||
Osseon LLC | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 5,400,000 | |||||||||||||||||||||||||||||||
Useful life | 9 years | |||||||||||||||||||||||||||||||
Osseon LLC | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 200,000 | |||||||||||||||||||||||||||||||
Useful life | 8 years | |||||||||||||||||||||||||||||||
Vascular Access Technologies, Inc. | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 5,000,000 | |||||||||||||||||||||||||||||||
Contingent liability | 4,900,000 | |||||||||||||||||||||||||||||||
Vascular Access Technologies, Inc. | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 7,800,000 | |||||||||||||||||||||||||||||||
Useful life | 15 years | |||||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 10,100,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 6 years | |||||||||||||||||||||||||||||||
Net sales related to acquisition | 46,800,000 | 45,500,000 | 41,200,000 | |||||||||||||||||||||||||||||
Acquisition-related costs | 2,600,000 | |||||||||||||||||||||||||||||||
Purchase price adjustment | $ (797,000) | |||||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 2,200,000 | |||||||||||||||||||||||||||||||
Useful life | 7 years | |||||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Trademarks | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 900,000 | |||||||||||||||||||||||||||||||
Useful life | 5 years | |||||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 1,500,000 | |||||||||||||||||||||||||||||||
Useful life | 5 years | |||||||||||||||||||||||||||||||
Argon Medical Devices, Inc. | Preliminary Allocation | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Total purchase price | $ 10,900,000 | |||||||||||||||||||||||||||||||
Catheter Connections, Inc. | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Number of patents acquired | item | 40 | |||||||||||||||||||||||||||||||
Total purchase price | $ 38,000,000 | |||||||||||||||||||||||||||||||
Weighted average useful life | 11 years 8 months 12 days | |||||||||||||||||||||||||||||||
Net sales related to acquisition | $ 15,900,000 | $ 13,700,000 | 10,000,000 | |||||||||||||||||||||||||||||
Acquisition-related costs | $ 482,000 | |||||||||||||||||||||||||||||||
Catheter Connections, Inc. | Developed technology | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 21,100,000 | |||||||||||||||||||||||||||||||
Useful life | 12 years | |||||||||||||||||||||||||||||||
Catheter Connections, Inc. | Trademarks | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 2,900,000 | |||||||||||||||||||||||||||||||
Useful life | 10 years | |||||||||||||||||||||||||||||||
Catheter Connections, Inc. | Customer Lists | ||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||||||||||||||||||
Intangibles | $ 700,000 | |||||||||||||||||||||||||||||||
Useful life | 8 years |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | May 23, 2018 | Feb. 14, 2018 | Oct. 02, 2017 | Aug. 04, 2017 | Jul. 03, 2017 | May 01, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2019 | Aug. 01, 2019 | Jun. 14, 2019 | Dec. 31, 2018 | Dec. 14, 2018 | Nov. 13, 2018 |
Assets Acquired | ||||||||||||||
Goodwill | $ 238,147 | $ 353,193 | $ 335,433 | |||||||||||
Liabilities Assumed | ||||||||||||||
Gain on bargain purchase | $ (11,039) | |||||||||||||
Fibrovein Holdings Limited | ||||||||||||||
Assets Acquired | ||||||||||||||
Trade receivables | $ 277 | |||||||||||||
Inventories | 843 | |||||||||||||
Prepaid expenses and other assets | 49 | |||||||||||||
Goodwill | 4,975 | |||||||||||||
Total assets acquired | 16,572 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Trade payables | (53) | |||||||||||||
Accrued expenses | (29) | |||||||||||||
Deferred income tax liabilities | (1,890) | |||||||||||||
Total liabilities assumed | (1,972) | |||||||||||||
Total net assets acquired | 14,600 | |||||||||||||
Fibrovein Holdings Limited | Developed technology | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | $ 10,428 | |||||||||||||
Brightwater | ||||||||||||||
Assets Acquired | ||||||||||||||
Trade receivables | $ 55 | |||||||||||||
Inventories | 349 | |||||||||||||
Property and equipment | 409 | |||||||||||||
Other long-term assets | 30 | |||||||||||||
Goodwill | 17,492 | |||||||||||||
Total assets acquired | 50,628 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Trade payables | (58) | |||||||||||||
Accrued expenses | (261) | |||||||||||||
Other long-term liabilities | (1,522) | |||||||||||||
Deferred income tax liabilities | (4,148) | |||||||||||||
Total liabilities assumed | (5,989) | |||||||||||||
Total net assets acquired | 44,639 | |||||||||||||
Brightwater | Developed technology | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 31,960 | |||||||||||||
Brightwater | Customer Lists | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 83 | |||||||||||||
Brightwater | Trademarks | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | $ 250 | |||||||||||||
Vascular Insights | ||||||||||||||
Assets Acquired | ||||||||||||||
Inventories | $ 1,353 | |||||||||||||
Goodwill | 21,832 | |||||||||||||
Total assets acquired | 58,185 | |||||||||||||
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 | 61,379 | |||||||||||||
Total assets acquired | 219,629 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Trade payables | (1,497) | |||||||||||||
Accrued expenses | (2,384) | |||||||||||||
Other long-term liabilities | (1,527) | |||||||||||||
Deferred income tax liabilities | (25,940) | |||||||||||||
Total liabilities assumed | (31,348) | |||||||||||||
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 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Total purchase price | 7,300 | |||||||||||||
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 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Total purchase price | 100,300 | |||||||||||||
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 | |||||||||||||
ITL Healthcare Pty Ltd | ||||||||||||||
Assets Acquired | ||||||||||||||
Trade receivables | $ 1,287 | |||||||||||||
Other receivables | 56 | |||||||||||||
Inventories | 1,808 | |||||||||||||
Prepaid expenses and other assets | 65 | |||||||||||||
Property and equipment | 1,053 | |||||||||||||
Goodwill | 3,945 | |||||||||||||
Total assets acquired | 14,154 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Trade payables | (216) | |||||||||||||
Accrued expenses | (747) | |||||||||||||
Deferred income tax liabilities | (1,901) | |||||||||||||
Total liabilities assumed | (2,864) | |||||||||||||
Total net assets acquired | 11,290 | |||||||||||||
Total purchase price | 11,300 | |||||||||||||
ITL Healthcare Pty Ltd | Customer Lists | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | $ 5,940 | |||||||||||||
Laurane Medical S.A.S. | ||||||||||||||
Assets Acquired | ||||||||||||||
Inventories | $ 594 | |||||||||||||
Goodwill | 6,366 | |||||||||||||
Total assets acquired | 22,000 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Total purchase price | 16,500 | |||||||||||||
Laurane Medical S.A.S. | Developed technology | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 14,920 | |||||||||||||
Laurane Medical S.A.S. | Customer Lists | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | $ 120 | |||||||||||||
Osseon LLC | ||||||||||||||
Assets Acquired | ||||||||||||||
Inventories | $ 979 | |||||||||||||
Property and equipment | 58 | |||||||||||||
Goodwill | 203 | |||||||||||||
Total assets acquired | 6,840 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Total purchase price | 6,800 | |||||||||||||
Osseon LLC | Developed technology | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 5,400 | |||||||||||||
Osseon LLC | Customer Lists | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | $ 200 | |||||||||||||
Vascular Access Technologies, Inc. | ||||||||||||||
Assets Acquired | ||||||||||||||
Goodwill | $ 4,281 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Deferred income tax liabilities | (3,101) | |||||||||||||
Total net assets acquired | 9,900 | |||||||||||||
Total purchase price | 5,000 | |||||||||||||
Vascular Access Technologies, Inc. | Developed technology | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 7,800 | |||||||||||||
Vascular Access Technologies, Inc. | In-process technology | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | $ 920 | |||||||||||||
Argon Medical Devices, Inc. | ||||||||||||||
Assets Acquired | ||||||||||||||
Cash and cash equivalents | $ 1,436 | |||||||||||||
Trade receivables | 8,351 | |||||||||||||
Inventories | 11,222 | |||||||||||||
Prepaid expenses and other assets | 1,275 | |||||||||||||
Income tax refund receivable | 165 | |||||||||||||
Property and equipment | 2,319 | |||||||||||||
Deferred tax assets | 202 | |||||||||||||
Total assets acquired | 29,570 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Trade payables | (2,414) | |||||||||||||
Accrued expenses | (5,083) | |||||||||||||
Deferred income tax liabilities | (934) | |||||||||||||
Total liabilities assumed | (8,431) | |||||||||||||
Total net assets acquired | 21,139 | |||||||||||||
Gain on bargain purchase | (11,039) | |||||||||||||
Total purchase price | 10,100 | |||||||||||||
Argon Medical Devices, Inc. | Preliminary Allocation | ||||||||||||||
Liabilities Assumed | ||||||||||||||
Total purchase price | 10,900 | |||||||||||||
Argon Medical Devices, Inc. | Developed technology | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 2,200 | |||||||||||||
Argon Medical Devices, Inc. | Customer Lists | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 1,500 | |||||||||||||
Argon Medical Devices, Inc. | Trademarks | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 900 | |||||||||||||
Catheter Connections, Inc. | ||||||||||||||
Assets Acquired | ||||||||||||||
Trade receivables | 958 | |||||||||||||
Inventories | 2,157 | |||||||||||||
Prepaid expenses and other assets | 85 | |||||||||||||
Property and equipment | 1,472 | |||||||||||||
Goodwill | 8,989 | |||||||||||||
Total assets acquired | 38,361 | |||||||||||||
Liabilities Assumed | ||||||||||||||
Trade payables | (338) | |||||||||||||
Accrued expenses | (23) | |||||||||||||
Total liabilities assumed | (361) | |||||||||||||
Total net assets acquired | 38,000 | |||||||||||||
Total purchase price | 38,000 | |||||||||||||
Catheter Connections, Inc. | Developed technology | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 21,100 | |||||||||||||
Catheter Connections, Inc. | Customer Lists | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | 700 | |||||||||||||
Catheter Connections, Inc. | Trademarks | ||||||||||||||
Assets Acquired | ||||||||||||||
Intangibles | $ 2,900 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Consolidated Results of Operations, Including Proforma Results (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
As Reported | |||||||||||
Net sales | $ 257,922 | $ 243,049 | $ 255,532 | $ 238,349 | $ 233,249 | $ 221,659 | $ 224,810 | $ 203,035 | $ 994,852 | $ 882,753 | $ 727,852 |
Net income | $ (4,205) | $ (3,398) | $ 6,859 | $ 6,195 | $ 9,188 | $ 16,619 | $ 10,941 | $ 5,269 | $ 5,451 | $ 42,017 | $ 27,523 |
Basic (in dollars per share) | $ (0.08) | $ (0.06) | $ 0.12 | $ 0.11 | $ 0.17 | $ 0.31 | $ 0.22 | $ 0.10 | $ 0.10 | $ 0.80 | $ 0.56 |
Diluted (in dollars per share) | $ (0.08) | $ (0.06) | $ 0.12 | $ 0.11 | $ 0.16 | $ 0.30 | $ 0.21 | $ 0.10 | $ 0.10 | $ 0.78 | $ 0.55 |
Pro Forma | |||||||||||
Net sales | $ 928,336 | $ 768,571 | |||||||||
Net income | $ 20,699 | $ (13,720) | |||||||||
Basic, Pro Forma (in dollars per share) | $ 0.40 | $ (0.28) | |||||||||
Diluted, Pro Forma (in dollars per share) | $ 0.38 | $ (0.27) |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 134,467 | $ 117,703 |
Work-in-process | 17,602 | 14,380 |
Raw materials | 73,629 | 65,453 |
Total Inventories | $ 225,698 | $ 197,536 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill [Roll Forward] | ||
Goodwill balance at beginning of period | $ 335,433 | $ 238,147 |
Effect of foreign exchange | (199) | (1,304) |
Additions and adjustments as the result of acquisitions | 17,959 | 98,590 |
Goodwill balance at end of period | $ 353,193 | $ 335,433 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 131,390 | $ 128,702 |
Accumulated Amortization | (65,607) | (49,136) |
Net Carrying Amount | 65,783 | 79,566 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 22,703 | 19,378 |
Accumulated Amortization | (6,863) | (5,012) |
Net Carrying Amount | 15,840 | 14,366 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 8,012 | 8,012 |
Accumulated Amortization | (6,794) | (5,766) |
Net Carrying Amount | 1,218 | 2,246 |
License agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 26,987 | 26,930 |
Accumulated Amortization | (12,746) | (7,411) |
Net Carrying Amount | 14,241 | 19,519 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,240 | 29,998 |
Accumulated Amortization | (9,477) | (6,586) |
Net Carrying Amount | 20,763 | 23,412 |
Covenants not to compete | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 964 | 1,028 |
Accumulated Amortization | (964) | (1,000) |
Net Carrying Amount | 28 | |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 39,984 | 39,936 |
Accumulated Amortization | (28,763) | (23,361) |
Net Carrying Amount | 11,221 | 16,575 |
In-process technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,500 | 3,420 |
Net Carrying Amount | $ 2,500 | $ 3,420 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated impairment loss | $ 8,300 | $ 8,300 | |
Aggregate amortization expense | 60,700 | 41,200 | $ 26,800 |
Impairment | 3,300 | 657 | 809 |
Distal Access | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment | 869 | $ 809 | |
Lazarus Medical Technologies, LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment | 548 | ||
Pleuratech | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment | $ 1,800 | ||
Quellent LLC | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment | $ 657 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2020 | $ 59,386 |
2021 | 52,032 |
2022 | 50,682 |
2023 | 49,485 |
2024 | $ 46,506 |
Income Taxes - Domestic and For
Income Taxes - Domestic and Foreign (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (37,277) | $ 21,084 | $ 14,531 |
Foreign | 39,470 | 28,435 | 21,350 |
INCOME BEFORE INCOME TAXES | $ 2,193 | $ 49,519 | $ 35,881 |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current expense (benefit): | |||||||||||
Federal | $ 479 | $ (1,132) | $ 3,849 | ||||||||
State | 662 | 582 | 645 | ||||||||
Foreign | 8,037 | 6,000 | 5,168 | ||||||||
Total current expense | 9,178 | 5,450 | 9,662 | ||||||||
Deferred expense (benefit): | |||||||||||
Federal | (8,111) | 4,400 | (314) | ||||||||
State | (3,523) | (667) | (216) | ||||||||
Foreign | (802) | (1,681) | (774) | ||||||||
Total deferred (benefit) expense | (12,436) | 2,052 | (1,304) | ||||||||
Total income tax expense (benefit) | $ (3,757) | $ (2,292) | $ 2,140 | $ 651 | $ 3,022 | $ 2,766 | $ 624 | $ 1,090 | $ (3,258) | $ 7,502 | $ 8,358 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||||||||||
Computed federal income tax expense at applicable statutory rate | $ 461 | $ 10,399 | $ 12,559 | ||||||||
State income taxes | (2,241) | (59) | 279 | ||||||||
Tax credits | (1,567) | (1,734) | (1,377) | ||||||||
Foreign tax rate differential | (1,536) | (1,361) | (3,329) | ||||||||
Uncertain tax positions | (794) | 267 | (19) | ||||||||
Deferred compensation insurance assets | (503) | 186 | (479) | ||||||||
Transaction-related expenses | 154 | 223 | 90 | ||||||||
U.S. transition tax | (3,271) | 10,612 | |||||||||
TCJA remeasurement of deferred taxes | (71) | (8,383) | |||||||||
Stock-based payments | (1,654) | (4,278) | (2,264) | ||||||||
Bargain purchase gain | (1,570) | ||||||||||
In-process research and development | 1,486 | ||||||||||
Net GILTI | 1,861 | 347 | |||||||||
Foreign withholding tax | 638 | 5,590 | |||||||||
Other - including the effect of graduated rates | 1,923 | 1,264 | 753 | ||||||||
Total income tax expense (benefit) | $ (3,757) | $ (2,292) | $ 2,140 | $ 651 | $ 3,022 | $ 2,766 | $ 624 | $ 1,090 | $ (3,258) | $ 7,502 | $ 8,358 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred income tax assets: | ||
Allowance for uncollectible accounts receivable | $ 693 | $ 606 |
Accrued compensation expense | 9,244 | 7,414 |
Inventory differences | 2,207 | 1,269 |
Net operating loss carryforwards | 21,187 | 20,226 |
Deferred revenue | 552 | 46 |
Stock-based compensation expense | 4,672 | 2,833 |
Operating lease assets | 16,838 | |
Federal R&D Tax Credits | 1,376 | |
Other | 6,189 | 9,243 |
Total deferred income tax assets | 62,958 | 41,637 |
Deferred income tax liabilities: | ||
Prepaid expenses | (1,128) | (1,142) |
Property and equipment | (21,242) | (20,045) |
Intangible assets | (53,933) | (58,883) |
Foreign withholding tax | (5,240) | (5,590) |
Operating lease liabilities | (15,847) | |
Other | (2,372) | (4,350) |
Total deferred income tax liabilities | (99,762) | (90,010) |
Valuation allowance | (4,644) | (4,989) |
Net deferred income tax liabilities | (41,448) | (53,362) |
Reported as: | ||
Deferred income tax assets | 3,788 | 3,001 |
Deferred income tax liabilities | (45,236) | (56,363) |
Net deferred income tax liabilities | $ (41,448) | $ (53,362) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Statutory federal rate | 21.00% | 21.00% | 35.00% |
Provisional net tax benefit related to reduction in U.S. corporate tax rate | $ (8,400) | ||
Provisional one-time tax expense resulting from transition tax | 10,600 | ||
Net tax benefit related to reduction in U.S. corporate tax rate | (71) | ||
U.S. transition tax | (3,271) | $ 10,612 | |
Net GILTI | $ 1,861 | 347 | |
Foreign withholding tax | 638 | 5,590 | |
Increase (Decrease) in valuation allowance | (345) | 567 | 636 |
U.S federal net operating loss carryforwards | $ 93,300 | 86,300 | |
Period to utilize the net operating loss carryforwards | 23 years | ||
NOL carryforward used in period | $ 20,600 | 11,900 | |
Foreign operating loss carryforwards | 3,400 | 5,900 | |
Foreign operating loss carryforward, no expiration | 2,400 | 5,200 | |
Foreign operating loss carryforward, expiring | 1,000 | 761 | |
Unrecognized tax benefits including interest and penalties | 2,500 | 3,300 | |
Unrecognized tax benefits that would impact effective rate | 2,200 | 3,000 | |
Unrecognized tax benefits reduction to non-current deferred income tax assets | 230 | 0 | |
Reduction of uncertain tax benefits related to certain liabilities for unrecognized tax benefits | 307 | ||
Accrued interest and penalties | 366 | 373 | |
Income tax penalties and interest expense | (7) | $ 69 | $ 88 |
Maximum | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Estimated decrease in unrecognized tax benefit in next twelve months | $ 650 |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Tax Contingencies (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits, opening balance | $ 2,947 | $ 2,749 | $ 2,549 |
Gross increases (decreases) in tax positions taken in a prior year | 35 | 80 | |
Gross decreases in tax positions taken in a prior year | (244) | ||
Gross increases in tax positions taken in the current year | 229 | 586 | 403 |
Lapse of applicable statute of limitations | (771) | (423) | (283) |
Unrecognized tax benefits, ending balance | $ 2,161 | $ 2,947 | $ 2,749 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Payroll and related liabilities | $ 39,781 | $ 37,396 |
Current portion of contingent liabilities | 28,621 | 23,760 |
Advances from employees | 286 | 540 |
Accrued rebates payable | 9,202 | 6,789 |
Other accrued expenses | 27,294 | 27,688 |
Accrued Liabilities, Current, Total | $ 105,184 | $ 96,173 |
Revolving Credit Facility and_3
Revolving Credit Facility and Long-Term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 440,000 | |
Less unamortized debt issuance costs | (516) | $ (348) |
Total long-term debt | 439,484 | 395,152 |
Less current portion | 7,500 | 22,000 |
Long-term portion | 431,984 | 373,152 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 148,125 | 72,500 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 291,875 | 316,000 |
Collateralized Debt Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 7,000 |
Revolving Credit Facility and_4
Revolving Credit Facility and Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Outstanding borrowings | $ 440,000 | |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 440,000 | |
Available borrowing capacity | $ 133,800 | |
Fixed interest rate percent | 2.62% | 2.12% |
Debt subject to fixed interest rate | $ 175,000 | $ 175,000 |
Variable interest rate percent | 3.30% | 3.52% |
Debt subject to variable interest rate | $ 265,000 | $ 213,500 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 148,125 | 72,500 |
Term Loan | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | 150,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 291,875 | $ 316,000 |
Revolving Credit Facility | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity | $ 600,000 |
Revolving Credit Facility and_5
Revolving Credit Facility and Long-Term Debt - Financial Covenants (Details) - Credit Agreement $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |
Consolidated Total Leverage Ratio | 4 |
Consolidated Interest Coverage Ratio | 3 |
Facility Capital Expenditures | $ 50 |
Revolving Credit Facility and_6
Revolving Credit Facility and Long-Term Debt - Future Minimum Payments on Long-term Debt (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Debt Disclosure [Abstract] | |
2020 | $ 7,500 |
2021 | 7,500 |
2022 | 8,438 |
2023 | 11,250 |
2024 | 405,312 |
Total future minimum principal payments | $ 440,000 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) € in Thousands, ₩ in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, kr in Thousands, kr in Thousands, kr in Thousands, SFr in Thousands, R$ in Thousands, R in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2019USD ($) | Dec. 31, 2019JPY (¥) | Dec. 31, 2019DKK (kr) | Dec. 31, 2019HKD ($) | Dec. 31, 2019ZAR (R) | Dec. 31, 2019EUR (€) | Dec. 31, 2019NZD ($) | Dec. 31, 2019SEK (kr) | Dec. 31, 2019AUD ($) | Dec. 31, 2019BRL (R$) | Dec. 31, 2019CHF (SFr) | Dec. 31, 2019NOK (kr) | Dec. 31, 2019GBP (£) | Dec. 31, 2019SGD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019KRW (₩) | Dec. 31, 2019USD ($) | Dec. 31, 2019MXN ($) | Dec. 31, 2019CNY (¥) | Dec. 23, 2019USD ($) | Dec. 31, 2018USD ($) | Aug. 05, 2016USD ($) | |
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 | $ 315 | |||||||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, net of tax | 234 | |||||||||||||||||||||
Interest expense | ||||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, gross | 877 | |||||||||||||||||||||
Amount expected to be reclassified from accumulated other comprehensive income to earnings in next twelve months, net of tax | $ 651 | |||||||||||||||||||||
Interest rate swap | ||||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||||
Notional amount of derivative | $ 75,000 | $ 175,000 | ||||||||||||||||||||
Interest rate swap | Designated as hedging instrument | ||||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||||
Fair value of derivative asset | $ 1,200 | $ 5,800 | ||||||||||||||||||||
Deferred tax liability used to offset fair value of interest rate swap | 307 | |||||||||||||||||||||
Deferred tax asset used to offset fair value of interest rate swap | (75) | |||||||||||||||||||||
Fair value of derivative liability | $ (290) | |||||||||||||||||||||
Deferred taxes used to offset fair value of interest rate swap | $ 1,500 | |||||||||||||||||||||
Interest rate swap | LIBOR Swap Rate | ||||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||||
Fixed rate | 1.71% | 1.12% | ||||||||||||||||||||
Foreign currency forward contracts | ||||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||||
Maturity of derivative contract (up to) | 2 years | |||||||||||||||||||||
Foreign currency forward contracts | Not designated as hedging instrument | ||||||||||||||||||||||
Derivative [Line Items] | ||||||||||||||||||||||
Notional amount of derivative | ¥ 1,530,000 | kr 5,987 | $ 11,000 | R 50,843 | € 752 | $ 1,542 | kr 13,577 | $ 14,282 | R$ 19500 | SFr 306 | kr 3,767 | £ 7,594 | $ 1,790 | $ 1,706 | ₩ 4,868,000 | $ 35,000 | ¥ 52,598 |
Derivatives - Forward Notional
Derivatives - Forward Notional Contracts (Details) - Foreign currency forward contracts € in Thousands, ₩ in Thousands, ¥ in Thousands, ¥ in Thousands, £ in Thousands, kr in Thousands, kr in Thousands, kr in Thousands, SFr in Thousands, R$ in Thousands, R in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands | Dec. 31, 2019JPY (¥)DerivativeInstrument | Dec. 31, 2019DKK (kr)DerivativeInstrument | Dec. 31, 2019HKD ($)DerivativeInstrument | Dec. 31, 2019ZAR (R)DerivativeInstrument | Dec. 31, 2019EUR (€)DerivativeInstrument | Dec. 31, 2019NZD ($)DerivativeInstrument | Dec. 31, 2019SEK (kr)DerivativeInstrument | Dec. 31, 2019AUD ($)DerivativeInstrument | Dec. 31, 2019BRL (R$)DerivativeInstrument | Dec. 31, 2019MXN ($)DerivativeInstrument | Dec. 31, 2019CHF (SFr)DerivativeInstrument | Dec. 31, 2019NOK (kr)DerivativeInstrument | Dec. 31, 2019GBP (£)DerivativeInstrument | Dec. 31, 2019SGD ($)DerivativeInstrument | Dec. 31, 2019CAD ($)DerivativeInstrument | Dec. 31, 2019KRW (₩)DerivativeInstrument | Dec. 31, 2019CNY (¥)DerivativeInstrument |
Designated as hedging instrument | Derivatives designated as cash flow hedges | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Average number of contracts entered into per month | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 | 150 |
Notional amount of derivative | ¥ 1,145,000 | kr 33,575 | € 37,750 | kr 54,170 | $ 8,540 | R$ 10315 | $ 527,000 | SFr 3,660 | kr 15,475 | £ 8,380 | $ 8,025 | ₩ 8,950,000 | ¥ 591,000 | ||||
Not designated as hedging instrument | |||||||||||||||||
Derivative [Line Items] | |||||||||||||||||
Average number of contracts entered into per month | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 | 20 |
Notional amount of derivative | ¥ 1,530,000 | kr 5,987 | $ 11,000 | R 50,843 | € 752 | $ 1,542 | kr 13,577 | $ 14,282 | R$ 19500 | $ 35,000 | SFr 306 | kr 3,767 | £ 7,594 | $ 1,790 | $ 1,706 | ₩ 4,868,000 | ¥ 52,598 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Designated as hedging instrument | Interest rate swap | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | $ 1,200 | $ 5,800 |
Designated as hedging instrument | Interest rate swap | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 1,192 | 5,772 |
Designated as hedging instrument | Interest rate swap | Other long-term obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (290) | |
Designated as hedging instrument | Foreign currency forward contracts | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 466 | 151 |
Designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 1,663 | 613 |
Designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (1,813) | (711) |
Designated as hedging instrument | Foreign currency forward contracts | Other long-term obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (764) | (101) |
Not designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 318 | 814 |
Not designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | $ (1,678) | $ (796) |
Derivatives - Amount of Gain (L
Derivatives - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | $ (5,456) | $ 64 | $ 901 |
Derivatives designated as cash flow hedges | Interest rate swap | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | (2,830) | 1,559 | 853 |
Derivatives designated as cash flow hedges | Interest rate swap | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) reclassified from AOCI | 2,040 | 1,537 | 95 |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) recognized in OCI | (587) | 539 | 491 |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | Revenue | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) reclassified from AOCI | 577 | 136 | (277) |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | Cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Gain/(Loss) reclassified from AOCI | $ (578) | $ 361 | $ 625 |
Derivatives - Gain (Loss) in th
Derivatives - Gain (Loss) in the Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Not designated as hedging instrument | Foreign currency forward contracts | Other expense | |||
Derivative [Line Items] | |||
Gain (loss) on derivative | $ (307) | $ 4,147 | $ (4,746) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands, € in Millions | Oct. 11, 2019EUR (€) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Other Commitments [Line Items] | ||||
Royalty expense | $ 6,700 | $ 5,300 | $ 4,400 | |
Selio | ||||
Other Commitments [Line Items] | ||||
Loan from acquisition | $ 250 | |||
Interest rate on loan | 5.00% | |||
Maximum | Selio | ||||
Other Commitments [Line Items] | ||||
Loan commitment from acquisition | € | € 2 |
Earnings Per Common Share (EP_3
Earnings Per Common Share (EPS) - Basic EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Net income | $ (4,205) | $ (3,398) | $ 6,859 | $ 6,195 | $ 9,188 | $ 16,619 | $ 10,941 | $ 5,269 | $ 5,451 | $ 42,017 | $ 27,523 |
Average common shares outstanding (in shares) | 55,075 | 52,268 | 48,805 | ||||||||
Basic EPS (in dollars per share) | $ (0.08) | $ (0.06) | $ 0.12 | $ 0.11 | $ 0.17 | $ 0.31 | $ 0.22 | $ 0.10 | $ 0.10 | $ 0.80 | $ 0.56 |
Earnings Per Common Share (EP_4
Earnings Per Common Share (EPS) - Diluted EPS (Details) - $ / shares shares in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share, Basic and Diluted [Abstract] | |||||||||||
Average common shares outstanding (in shares) | 55,075 | 52,268 | 48,805 | ||||||||
Effect of dilutive stock options (in shares) | 1,160 | 1,663 | 1,296 | ||||||||
Total potential shares outstanding (in shares) | 56,235 | 53,931 | 50,101 | ||||||||
Diluted EPS (in dollars per share) | $ (0.08) | $ (0.06) | $ 0.12 | $ 0.11 | $ 0.16 | $ 0.30 | $ 0.21 | $ 0.10 | $ 0.10 | $ 0.78 | $ 0.55 |
Stock options excluded as the impact was anti-dilutive (in shares) | 1,750 | 396 | 381 |
Employee Stock Purchase Plan,_3
Employee Stock Purchase Plan, Stock Options and Warrants - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost not yet recognized | $ 28.6 | ||
Compensation cost not yet recognized, period of recognition | 3 years | ||
Options granted in period (in shares) | 1,200,000 | 692,000 | 1,300,000 |
Fair value of options, net of forfeitures | $ 20.9 | $ 11.1 | $ 12.4 |
Options granted in period, weighted average grant date fair value (in dollars per share) | $ 16.78 | $ 16.05 | $ 9.57 |
2018 Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 1,714,323 | ||
2018 Incentive Plan | Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option contractual life | 7 years | ||
2018 Incentive Plan | Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
2018 Incentive Plan | Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for grant (in shares) | 69,877 | ||
Purchase price for ESPP, percent of market price | 95.00% |
Employee Stock Purchase Plan,_4
Employee Stock Purchase Plan, Stock Options and Warrants - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | $ 9,382 | $ 6,117 | $ 4,075 |
Cost of sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | 1,289 | 870 | 632 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | 961 | 553 | 376 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Allocated share-based compensation | $ 7,132 | $ 4,694 | $ 3,067 |
Employee Stock Purchase Plan,_5
Employee Stock Purchase Plan, Stock Options and Warrants - Fair Value Calculation Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected option term | 5 years | 5 years | |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.38% | 2.63% | 1.77% |
Expected option term | 3 years | ||
Expected price volatility | 28.66% | 34.06% | 33.81% |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 2.56% | 2.77% | 1.83% |
Expected option term | 5 years | ||
Expected price volatility | 39.38% | 34.32% | 34.07% |
Employee Stock Purchase Plan,_6
Employee Stock Purchase Plan, Stock Options and Warrants - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||||
Total intrinsic value of stock options exercised | $ 9,910 | $ 25,692 | $ 9,264 | |
Cash received from stock option exercises | 4,837 | 8,510 | 5,552 | |
Excess tax benefit from the exercise of stock options | $ 1,654 | $ 4,278 | $ 2,264 | |
Number of Shares | ||||
Beginning balance (in shares) | 3,507 | |||
Granted (in shares) | 1,244 | |||
Exercised (in shares) | (288) | |||
Forfeited/expired (in shares) | (144) | |||
Outstanding at December 31 (in shares) | 4,319 | 3,507 | ||
Exercisable (in shares) | 1,532 | |||
Ending vested and expected to vest (in shares) | 4,186 | |||
Weighted Average Exercise Price | ||||
Beginning balance (in dollars per share) | $ 34.10 | $ 26.30 | $ 34.10 | |
Granted (in dollars per share) | 52.45 | |||
Exercised (in dollars per share) | 16.48 | |||
Forfeited/expired (in dollars per share) | 37.86 | |||
Outstanding at December 31 (in dollars per share) | $ 34.10 | $ 26.30 | ||
Exercisable (in dollars per share) | 21.98 | |||
Ending vested and expected to vest (in dollars per share) | $ 33.77 | |||
Outstanding, remaining contractual term | 4 years 4 months 24 days | |||
Exercisable, remaining contractual term | 3 years 25 days | |||
Ending vested and expected to vest, remaining contractual term | 4 years 4 months 9 days | |||
Outstanding, intrinsic value | $ 23,512 | |||
Exercisable, intrinsic value | 16,403 | |||
Ending vested and expected to vest, intrinsic value | $ 23,344 |
Employee Stock Purchase Plan,_7
Employee Stock Purchase Plan, Stock Options and Warrants - Options Outstanding (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
$9.95 - $17.27 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | $ 9.95 |
Range of exercise, upper (in dollars per share) | $ 17.27 |
Number outstanding (in shares) | shares | 1,052 |
Weighted Average Remaining Contractual Life (in years) | 2 years 3 months 7 days |
Weighted average exercise price (in dollars per share) | $ 15.04 |
Number exercisable (in shares) | shares | 795 |
Weighted average exercise price (in dollars per share) | $ 14.62 |
$18.80 - $25.89 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 18.80 |
Range of exercise, upper (in dollars per share) | $ 25.89 |
Number outstanding (in shares) | shares | 335 |
Weighted Average Remaining Contractual Life (in years) | 3 years 3 months 25 days |
Weighted average exercise price (in dollars per share) | $ 20.36 |
Number exercisable (in shares) | shares | 200 |
Weighted average exercise price (in dollars per share) | $ 20.25 |
$28.20 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | $ 28.20 |
Number outstanding (in shares) | shares | 914 |
Weighted Average Remaining Contractual Life (in years) | 4 years 3 months 3 days |
Weighted average exercise price (in dollars per share) | $ 28.20 |
Number exercisable (in shares) | shares | 335 |
Weighted average exercise price (in dollars per share) | $ 28.20 |
$28.93 - $50.50 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 28.93 |
Range of exercise, upper (in dollars per share) | $ 50.50 |
Number outstanding (in shares) | shares | 957 |
Weighted Average Remaining Contractual Life (in years) | 5 years 3 months 14 days |
Weighted average exercise price (in dollars per share) | $ 42.02 |
Number exercisable (in shares) | shares | 202 |
Weighted average exercise price (in dollars per share) | $ 42.36 |
$51.31 - $57.26 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 51.31 |
Range of exercise, upper (in dollars per share) | $ 57.26 |
Number outstanding (in shares) | shares | 1,061 |
Weighted Average Remaining Contractual Life (in years) | 6 years 2 months 4 days |
Weighted average exercise price (in dollars per share) | $ 55.28 |
$9.95 - $57.26 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Range of exercise, lower (in dollars per share) | 9.95 |
Range of exercise, upper (in dollars per share) | $ 57.26 |
Number outstanding (in shares) | shares | 4,319 |
Number exercisable (in shares) | shares | 1,532 |
Segment Reporting and Foreign_3
Segment Reporting and Foreign Operations - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)segment | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of operating segments | segment | 2 | ||||||||||
Net sales | $ 257,922 | $ 243,049 | $ 255,532 | $ 238,349 | $ 233,249 | $ 221,659 | $ 224,810 | $ 203,035 | $ 994,852 | $ 882,753 | $ 727,852 |
International | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 419,141 | $ 386,340 | $ 307,149 | ||||||||
International | Sales Revenue | Geographic Concentration | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration for geographic sales | 42.00% | 44.00% | 42.00% | ||||||||
CHINA | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 113,300 | $ 92,700 | $ 73,400 |
Segment Reporting and Foreign_4
Segment Reporting and Foreign Operations - Long-lived Assets by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 378,785 | $ 331,452 | $ 292,820 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 273,816 | 231,864 | 202,504 |
Ireland | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | 44,912 | 45,283 | 45,671 |
Other foreign countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Long-lived assets | $ 60,057 | $ 54,305 | $ 44,645 |
Segment Reporting and Foreign_5
Segment Reporting and Foreign Operations - Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 257,922 | $ 243,049 | $ 255,532 | $ 238,349 | $ 233,249 | $ 221,659 | $ 224,810 | $ 203,035 | $ 994,852 | $ 882,753 | $ 727,852 |
Operating expenses | 416,932 | 336,153 | 293,184 | ||||||||
Operating income | (3,409) | (2,881) | 12,201 | 9,523 | 13,661 | 21,061 | 15,114 | 8,781 | 15,434 | 58,617 | 33,069 |
Total other income (expense) - net | (13,241) | (9,098) | 2,812 | ||||||||
Income tax expense (benefit) | (3,757) | (2,292) | 2,140 | 651 | 3,022 | 2,766 | 624 | 1,090 | (3,258) | 7,502 | 8,358 |
NET INCOME | $ (4,205) | $ (3,398) | $ 6,859 | $ 6,195 | $ 9,188 | $ 16,619 | $ 10,941 | $ 5,269 | 5,451 | 42,017 | 27,523 |
Cardiovascular | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 960,981 | 849,477 | 700,613 | ||||||||
Operating expenses | 382,313 | 321,461 | 281,095 | ||||||||
Operating income | 25,780 | 49,289 | 24,819 | ||||||||
Endoscopy | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 33,871 | 33,276 | 27,239 | ||||||||
Operating expenses | 34,619 | 14,692 | 12,089 | ||||||||
Operating income | $ (10,346) | $ 9,328 | $ 8,250 |
Segment Reporting and Foreign_6
Segment Reporting and Foreign Operations - Assets, Depreciation, Amortization and Capital Expenditures (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 1,757,321 | $ 1,620,012 | $ 1,111,811 |
Depreciation and amortization | 92,100 | 69,546 | 53,582 |
Capital expenditures | 78,173 | 63,324 | 38,623 |
Cardiovascular | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 1,745,057 | 1,588,970 | 1,103,806 |
Depreciation and amortization | 91,151 | 68,722 | 52,700 |
Capital expenditures | 77,631 | 63,032 | 38,437 |
Endoscopy | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 12,264 | 31,042 | 8,005 |
Depreciation and amortization | 949 | 824 | 882 |
Capital expenditures | $ 542 | $ 292 | $ 186 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Minimum age for participation (in years) | 18 years | ||
Minimum time at the company for participation (in days) | 90 days | ||
Total paid into 401(k) | $ 3.1 | $ 3.5 | $ 2.4 |
Foreign Plan | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Total paid into 401(k) | $ 3.5 | $ 3 | $ 2.3 |
Foreign Plan | Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 2.00% | ||
Foreign Plan | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 32.00% | ||
Foreign Plan | Management | Minimum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 2.00% | ||
Foreign Plan | Management | Maximum | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer matching, percent of gross pay | 32.00% |
Quarterly Results of Operatio_3
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Results of Operations (Unaudited) | |||||||||||
Net sales | $ 257,922 | $ 243,049 | $ 255,532 | $ 238,349 | $ 233,249 | $ 221,659 | $ 224,810 | $ 203,035 | $ 994,852 | $ 882,753 | $ 727,852 |
Gross profit | 111,630 | 104,136 | 111,964 | 104,636 | 104,666 | 102,039 | 100,009 | 88,056 | 432,366 | 394,770 | 326,253 |
Income (loss) from operations | (3,409) | (2,881) | 12,201 | 9,523 | 13,661 | 21,061 | 15,114 | 8,781 | 15,434 | 58,617 | 33,069 |
Income tax expense (benefit) | (3,757) | (2,292) | 2,140 | 651 | 3,022 | 2,766 | 624 | 1,090 | (3,258) | 7,502 | 8,358 |
Net income (loss) | $ (4,205) | $ (3,398) | $ 6,859 | $ 6,195 | $ 9,188 | $ 16,619 | $ 10,941 | $ 5,269 | $ 5,451 | $ 42,017 | $ 27,523 |
Basic (in dollars per share) | $ (0.08) | $ (0.06) | $ 0.12 | $ 0.11 | $ 0.17 | $ 0.31 | $ 0.22 | $ 0.10 | $ 0.10 | $ 0.80 | $ 0.56 |
Diluted (in dollars per share) | $ (0.08) | $ (0.06) | $ 0.12 | $ 0.11 | $ 0.16 | $ 0.30 | $ 0.21 | $ 0.10 | $ 0.10 | $ 0.78 | $ 0.55 |
Impairment and other charges | $ 23,750 | $ 657 | $ 809 | ||||||||
NinePoint Medical, Inc. | |||||||||||
Quarterly Results of Operations (Unaudited) | |||||||||||
Impairment and other charges | $ 20,500 | 20,500 | |||||||||
Write off of accrued interest | $ (1,600) | $ (1,600) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liabilities | $ (48,088) | $ (58,486) |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts, Assets | 1,192 | 5,772 |
Interest rate contract, Liability | (290) | |
Foreign currency contract assets, current and long-term | 2,447 | 1,578 |
Foreign currency contract liabilities, current and long-term | (4,255) | (1,608) |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent receivable asset | 607 | |
Contingent consideration liabilities | (76,709) | (82,236) |
Estimate of Fair Value, Fair Value Disclosure | Fair Value, Measurements, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contracts, Assets | 1,192 | 5,772 |
Interest rate contract, Liability | (290) | |
Foreign currency contract assets, current and long-term | 2,447 | 1,578 |
Foreign currency contract liabilities, current and long-term | (4,255) | (1,608) |
Contingent receivable asset | 607 | |
Contingent consideration liabilities | $ (76,709) | $ (82,236) |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List] | us-gaap:BusinessCombinationContingentConsiderationArrangementsContingentConsiderationBenefit | us-gaap:BusinessCombinationContingentConsiderationArrangementsContingentConsiderationBenefit |
Contingent Consideration | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 82,236 | $ 10,956 |
Contingent consideration liability recorded as the result of acquisitions (see Note 3) | 10,517 | 72,209 |
Fair value adjustments recorded to income | (304) | (698) |
Contingent payments made | (15,740) | (231) |
Ending balance | $ 76,709 | $ 82,236 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment | $ 3,300 | $ 657 | $ 809 | |
Impairment and other charges | 23,750 | 657 | $ 809 | |
Impairment of other assets | 837 | 157 | ||
Investments in privately held companies | $ 17,129 | 17,129 | 22,530 | |
Long-term notes receivable | 2,722 | 2,722 | 13,504 | |
Contingent Receivable | Contingent Consideration | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent receivable asset | 607 | |||
Gain (loss) on contingent receivable | 0 | |||
Payment received on contingent receivable | 535 | 153 | ||
Contingent Receivable | Contingent Consideration | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Gain (loss) on contingent receivable | 0 | |||
Other Current Assets | Contingent Receivable | Contingent Consideration | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent receivable asset | 607 | |||
Other long-term obligations | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability, noncurrent | 48,100 | 48,100 | 58,500 | |
Accrued expenses | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Contingent consideration liability, current | 28,600 | 28,600 | $ 23,800 | |
NinePoint Medical, Inc. | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Impairment and other charges | 20,500 | 20,500 | ||
Write off of accrued interest | $ (1,600) | $ (1,600) |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) $ in Thousands | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration liabilities | $ 48,088 | $ 58,486 |
Revenue-based royalty | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration liabilities | 7,710 | 10,661 |
Supply chain milestone | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration liabilities | 13,593 | |
Revenue milestones | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration liabilities | 66,114 | 57,982 |
Regulatory approval | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration liabilities | $ 2,885 | |
Contingent receivable | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Contingent consideration asset | $ 607 | |
Discount rate | Revenue-based royalty | Minimum | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.13 | 0.099 |
Discount rate | Revenue-based royalty | Maximum | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.24 | 0.25 |
Discount rate | Supply chain milestone | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.053 | |
Discount rate | Revenue milestones | Minimum | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.09 | 0.033 |
Discount rate | Revenue milestones | Maximum | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.135 | 0.13 |
Discount rate | Regulatory approval | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.024 | |
Discount rate | Contingent receivable | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent receivable asset | 0.10 | |
Probability of milestone payment | Supply chain milestone | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.95 | |
Probability of milestone payment | Regulatory approval | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent liability | 0.65 | |
Probability of milestone payment | Contingent receivable | Discounted Cash Flow | Fair Value, Inputs, Level 3 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] (Deprecated 2018-01-31) | ||
Unobservable inputs, contingent receivable asset | 0.67 |
Common Stock And Accumulated Ot
Common Stock And Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Jul. 30, 2018 | Mar. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | ||||
Shares of common stock sold in public offering (in shares) | 4,025,000 | 5,175,000 | ||
Procceds from public offering, net | $ 205,000 | $ 136,600 | ||
Underwriting discounts and commissions | 12,000 | 8,800 | ||
Other direct costs incurred | $ 366 | $ 816 | $ 366 | $ 816 |
Common Stock And Accumulated _3
Common Stock And Accumulated Other Comprehensive Income - Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash Flow Hedges | |||
Balance at beginning of the year | $ 3,522 | $ 3,474 | $ 2,923 |
OCI (loss) | (3,417) | ||
OCI (loss) | 2,098 | 1,344 | |
Income taxes | 1,404 | ||
Income taxes | (16) | (350) | |
Net OCI (loss) | (4,052) | ||
Net OCI (loss) | 48 | 551 | |
Reclassification of stranded tax effects | 748 | ||
Balance at end of the year | 218 | 3,522 | 3,474 |
Foreign Currency Translation | |||
Balance at beginning of the year | (5,555) | (1,940) | (4,805) |
OCI (loss) | (18) | (3,606) | 3,117 |
Income taxes | 61 | (9) | (252) |
Net OCI (loss) | 43 | (3,615) | 2,865 |
Balance at end of the year | (5,512) | (5,555) | (1,940) |
Total | |||
Balance at beginning of the year | (2,033) | 1,534 | (1,882) |
OCI (loss) | (3,435) | (1,508) | 4,461 |
Income taxes | 1,465 | (25) | (602) |
Net OCI (loss) | (4,009) | (3,567) | 3,416 |
Reclassification of stranded tax effects | 748 | ||
Balance at end of the year | (5,294) | (2,033) | 1,534 |
Revenue | |||
Cash Flow Hedges | |||
Reclassifications to | (577) | ||
Reclassifications to | (136) | 277 | |
Total | |||
Reclassifications to | (577) | (136) | 277 |
Cost of sales | |||
Cash Flow Hedges | |||
Reclassifications to | 578 | ||
Reclassifications to | (361) | (625) | |
Total | |||
Reclassifications to | 578 | (361) | (625) |
Interest expense | |||
Cash Flow Hedges | |||
Reclassifications to | (2,040) | ||
Reclassifications to | (1,537) | (95) | |
Total | |||
Reclassifications to | $ (2,040) | $ (1,537) | $ (95) |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Lessee, Lease, Description [Line Items] | ||||
Renewal term (up to) | 15 years | |||
Termination option (within) | 1 year | |||
Sale and leaseback transaction | $ 2,000 | |||
Deferred gain from sale and leaseback transaction | $ 93 | |||
Net lease cost | $ 16,467 | $ 14,500 | $ 13,600 | |
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 30 years |
Leases - Schedule of Consolidat
Leases - Schedule of Consolidated Balance Sheet Information (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
ROU operating lease assets | $ 80,244 |
Short-term operating lease liabilities | 11,550 |
Long-term operating lease liabilities | 72,714 |
Total operating lease liabilities | $ 84,264 |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Leases [Abstract] | |||
Operating lease cost | $ 16,828 | ||
Sublease (income) | (361) | ||
Net lease cost | $ 16,467 | $ 14,500 | $ 13,600 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Cash paid for amounts included in the measurement of lease liabilities | $ 14,646 |
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | $ 10,637 |
Leases - Supplemental Disclosur
Leases - Supplemental Disclosure (Details) | Dec. 31, 2019 |
Leases [Abstract] | |
Weighted average remaining lease term | 12 years 3 months 18 days |
Weighted average discount rate | 3.20% |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 13,949 |
2021 | 12,938 |
2022 | 10,368 |
2023 | 8,273 |
2024 | 7,330 |
Thereafter | 53,501 |
Total minimum lease payments | 106,359 |
Less: Imputed interest | (22,095) |
Total | $ 84,264 |
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 minimum lease payments | $ 102,495 |
Schedule II - Valuation and q_2
Schedule II - Valuation and qualifying accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Allowance for Doubtful Accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ (2,355) | $ (1,769) | $ (1,587) |
Additions Charged to Costs and Expenses | (1,163) | (1,055) | (1,012) |
Deduction | 410 | 469 | 830 |
Balance at End of Year | (3,108) | (2,355) | (1,769) |
Tax Valuation Allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | (4,989) | (4,422) | (3,786) |
Additions Charged to Costs and Expenses | (567) | (636) | |
Deduction | 345 | 0 | 0 |
Balance at End of Year | $ (4,644) | $ (4,989) | $ (4,422) |