Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 05, 2021 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
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 | |
Trading Symbol | MMSI | |
Security Exchange Name | NASDAQ | |
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 | 55,997,284 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 58,519 | $ 56,916 |
Trade receivables - net of allowance for credit losses - 2021 - $5,953 and 2020 - $5,313 | 150,314 | 146,641 |
Other receivables | 8,719 | 7,774 |
Inventories | 200,308 | 198,019 |
Prepaid expenses and other current assets | 13,617 | 13,120 |
Prepaid income taxes | 3,680 | 3,688 |
Income tax refund receivables | 3,331 | 3,549 |
Total current assets | 438,488 | 429,707 |
PROPERTY AND EQUIPMENT: | ||
Land and land improvements | 28,087 | 28,400 |
Buildings | 187,774 | 188,878 |
Manufacturing equipment | 270,754 | 268,894 |
Furniture and fixtures | 61,422 | 61,586 |
Leasehold improvements | 48,319 | 48,800 |
Construction-in-progress | 47,735 | 46,889 |
Total property and equipment | 644,091 | 643,447 |
Less accumulated depreciation | (265,914) | (260,719) |
Property and equipment - net | 378,177 | 382,728 |
OTHER ASSETS: | ||
Goodwill | 362,500 | 363,533 |
Deferred income tax assets | 4,529 | 4,597 |
Right-of-use operating lease assets | 74,714 | 78,240 |
Other assets | 37,286 | 37,676 |
Total other assets | 835,054 | 851,961 |
TOTAL ASSETS | 1,651,719 | 1,664,396 |
CURRENT LIABILITIES: | ||
Trade payables | 52,986 | 49,837 |
Accrued expenses | 132,173 | 111,944 |
Current portion of long-term debt | 7,500 | 7,500 |
Short-term operating lease liabilities | 12,246 | 12,903 |
Income taxes payable | 2,773 | 2,820 |
Total current liabilities | 207,678 | 185,004 |
Long-term debt | 312,875 | 343,722 |
Deferred income tax liabilities | 33,252 | 33,312 |
Long-term income taxes payable | 347 | 347 |
Liabilities related to unrecognized tax benefits | 1,016 | 1,016 |
Deferred compensation payable | 16,227 | 16,808 |
Deferred credits | 1,896 | 1,923 |
Long-term operating lease liabilities | 67,980 | 70,941 |
Other long-term obligations | 33,756 | 52,748 |
Total liabilities | 675,027 | 705,821 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock - 5,000 shares authorized as of March 31, 2021 and December 31, 2020; no shares issued | 0 | 0 |
Common stock, no par value; shares authorized - 2021 and 2020 - 100,000; issued and outstanding as of March 31, 2021 - 55,933 and December 31, 2020 - 55,623 | 615,113 | 606,224 |
Retained earnings | 368,761 | 357,803 |
Accumulated other comprehensive loss | (7,182) | (5,452) |
Total stockholders' equity | 976,692 | 958,575 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,651,719 | 1,664,396 |
Developed technology | ||
OTHER ASSETS: | ||
Intangible assets | 307,713 | 318,059 |
Other | ||
OTHER ASSETS: | ||
Intangible assets | $ 48,312 | $ 49,856 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Trade receivables, allowances | $ 5,953 | $ 5,313 |
STOCKHOLDERS' EQUITY: | ||
Preferred stock shares authorized (in shares) | 5,000 | 5,000 |
Preferred stock shares issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock shares authorized (in shares) | 100,000 | 100,000 |
Common stock shares issued (in shares) | 55,933 | 55,623 |
Common stock shares outstanding (in shares) | 55,933 | 55,623 |
Developed technology | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 203,308 | $ 193,164 |
Other | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 59,025 | $ 56,943 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
NET SALES | $ 248,913 | $ 243,525 |
COST OF SALES | 137,019 | 139,741 |
GROSS PROFIT | 111,894 | 103,784 |
OPERATING EXPENSES: | ||
Selling, general and administrative | 81,024 | 78,808 |
Research and development | 16,274 | 14,872 |
Impairment charges | 0 | 3,845 |
Contingent consideration expense | 402 | 4,897 |
Total operating expenses | 97,700 | 102,422 |
INCOME FROM OPERATIONS | 14,194 | 1,362 |
OTHER INCOME (EXPENSE): | ||
Interest income | 472 | 79 |
Interest expense | (1,537) | (3,144) |
Other expense - net | (435) | (289) |
Total other expense - net | (1,500) | (3,354) |
INCOME (LOSS) BEFORE INCOME TAXES | 12,694 | (1,992) |
INCOME TAX EXPENSE | 1,736 | 1,162 |
NET INCOME (LOSS) | $ 10,958 | $ (3,154) |
EARNINGS (LOSS) PER COMMON SHARE: | ||
Basic (in dollars per share) | $ 0.20 | $ (0.06) |
Diluted (in dollars per share) | $ 0.19 | $ (0.06) |
WEIGHTED AVERAGE SHARES OUTSTANDING: | ||
Basic (in shares) | 55,717 | 55,246 |
Diluted (in shares) | 56,978 | 55,246 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 10,958 | $ (3,154) |
Other comprehensive income (loss): | ||
Cash flow hedges | 2,921 | (7,182) |
Income tax benefit (expense) | (724) | 1,849 |
Foreign currency translation adjustment | (4,462) | (4,125) |
Income tax benefit (expense) | 535 | (7) |
Total other comprehensive loss | (1,730) | (9,465) |
Total comprehensive income (loss) | $ 9,228 | $ (12,619) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Retained EarningsReclassify upon adoption of ASU | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Reclassify upon adoption of ASU | Total |
Beginning balance (ASU 2016-13) at Dec. 31, 2019 | $ (575) | $ (575) | ||||
Beginning balance at Dec. 31, 2019 | $ 587,017 | $ 368,221 | $ (5,294) | $ 949,944 | ||
Beginning balance (in shares) at Dec. 31, 2019 | 55,213 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (3,154) | (3,154) | ||||
Other comprehensive loss | (9,465) | (9,465) | ||||
Stock-based compensation expense | $ 2,641 | 2,641 | ||||
Options exercised | $ 2,369 | 2,369 | ||||
Options exercised (in shares) | 174 | |||||
Issuance of common stock under Employee Stock Purchase Plan | $ 371 | 371 | ||||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 13 | |||||
Shares surrendered in exchange for payment of payroll tax liabilities | $ (866) | (866) | ||||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (23) | |||||
Shares surrendered in exchange for exercise of stock options | $ (1,467) | (1,467) | ||||
Shares surrendered in exchange for exercise of stock options (in shares) | (39) | |||||
Ending balance at Mar. 31, 2020 | $ 590,065 | 364,492 | (14,759) | 939,798 | ||
Ending balance (in shares) at Mar. 31, 2020 | 55,338 | |||||
Beginning balance at Dec. 31, 2020 | $ 606,224 | 357,803 | (5,452) | $ 958,575 | ||
Beginning balance (in shares) at Dec. 31, 2020 | 55,623 | 55,623 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 10,958 | $ 10,958 | ||||
Other comprehensive loss | (1,730) | (1,730) | ||||
Stock-based compensation expense | $ 3,310 | 3,310 | ||||
Options exercised | $ 5,897 | 5,897 | ||||
Options exercised (in shares) | 291 | |||||
Issuance of common stock under Employee Stock Purchase Plan | $ 263 | 263 | ||||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 5 | |||||
Shares issued from time-vested restricted stock units (in shares) | 25 | |||||
Shares surrendered in exchange for payment of payroll tax liabilities | $ (488) | (488) | ||||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (9) | |||||
Shares surrendered in exchange for exercise of stock options | $ (93) | (93) | ||||
Shares surrendered in exchange for exercise of stock options (in shares) | (2) | |||||
Ending balance at Mar. 31, 2021 | $ 615,113 | $ 368,761 | $ (7,182) | $ 976,692 | ||
Ending balance (in shares) at Mar. 31, 2021 | 55,933 | 55,933 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 10,958 | $ (3,154) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 21,400 | 23,320 |
Loss on sales and/or abandonment of property and equipment | (28) | 37 |
Write-off of certain intangible assets and other long-term assets | 3,925 | |
Amortization of right-of-use operating lease assets | 3,070 | 3,134 |
Fair value adjustments to contingent consideration | 402 | 4,897 |
Amortization of deferred credits | (27) | (35) |
Amortization of long-term debt issuance costs | 151 | 151 |
Stock-based compensation expense | 3,595 | 2,777 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||
Trade receivables | (5,284) | 3,445 |
Other receivables | (597) | 613 |
Inventories | (3,396) | (4,983) |
Prepaid expenses and other current assets | (1,071) | (3,126) |
Income tax refund receivables | 199 | (2,475) |
Other assets | 80 | (577) |
Trade payables | 4,237 | 4,340 |
Accrued expenses | 5,393 | (1,621) |
Income taxes payable | (174) | 2,109 |
Deferred compensation payable | (581) | (789) |
Operating lease liabilities | (3,151) | (2,945) |
Other long-term obligations | 56 | (179) |
Total adjustments | 24,274 | 32,018 |
Net cash provided by operating activities | 35,232 | 28,864 |
Capital expenditures for: | ||
Property and equipment | (6,171) | (13,950) |
Intangible assets | (692) | (1,062) |
Proceeds from the sale of property and equipment | 873 | |
Cash received for settlement of current note receivable | 250 | |
Cash paid in acquisitions, net of cash acquired | (358) | |
Net cash used in investing activities | (6,348) | (14,762) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 5,520 | 1,261 |
Proceeds from issuance of long-term debt | 9,694 | 30,665 |
Payments on long-term debt | (40,569) | (24,540) |
Contingent payments related to acquisitions | (403) | (12,754) |
Payment of taxes related to an exchange of common stock | (488) | (866) |
Net cash used in financing activities | (26,246) | (6,234) |
EFFECT OF EXCHANGE RATES ON CASH | (1,035) | (2,108) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 1,603 | 5,760 |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 56,916 | 44,320 |
End of period | 58,519 | 50,080 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest (net of capitalized interest of $120 and $392, respectively) | 1,539 | 3,198 |
Income taxes | 1,660 | 1,637 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment purchases in accounts payable | 1,688 | 5,383 |
Current note receivable converted to equity investment | 899 | |
Merit common stock surrendered (2 and 39 shares, respectively) in exchange for exercise of stock options | 93 | 1,467 |
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | $ 131 | $ 2,800 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Cash Flows [Abstract] | ||
Net capitalized interest | $ 120 | $ 392 |
Common stock surrendered in exchange for exercise of stock options (in shares) | 2 | 39 |
Basis of Presentation and Other
Basis of Presentation and Other Items | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Other Items | 1. Basis of Presentation and Other Items. |
Recently Issued Financial Accou
Recently Issued Financial Accounting Standards | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Recently Issued Financial Accounting Standards | 2. Recently Issued Financial Accounting Standards. Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Scope As of March 31, 2021, we had not modified any contracts as a result of reference rate reform. W We currently believe that all other issued and not yet effective accounting standards are not materially relevant to our financial statements. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers. We recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Our revenue recognition policies have not changed from those disclosed in Note 1 to our consolidated financial statements in Item 8 of the 2020 Annual Report on Form 10-K. Disaggregation of Revenue Our revenue is disaggregated based on reporting segment, product category and geographical region. We design, develop, manufacture and market medical products for interventional and diagnostic procedures. For financial reporting purposes, we report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and original equipment manufacturer (“OEM”). Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. The following tables present revenue from contracts with customers by reporting segment, product category and geographical region for the three-month periods ended March 31, 2021 and 2020 (in thousands): Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 United States International Total United States International Total Cardiovascular Peripheral Intervention $ 56,866 $ 36,048 $ 92,914 $ 55,803 $ 31,272 $ 87,075 Cardiac Intervention 29,251 45,486 74,737 28,595 43,996 72,591 Custom Procedural Solutions 24,892 20,529 45,421 25,414 22,207 47,621 OEM 22,890 5,044 27,934 23,666 4,591 28,257 Total 133,899 107,107 241,006 133,478 102,066 235,544 Endoscopy Endoscopy devices 7,473 434 7,907 7,578 403 7,981 Total $ 141,372 $ 107,541 $ 248,913 $ 141,056 $ 102,469 $ 243,525 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions. On November 6, 2020, we entered into a unit purchase agreement to acquire KA Medical, LLC (“KA Medical”). Subject to the terms and conditions of the unit purchase agreement, we paid $10.4 million in cash at closing, net of cash acquired, subject to adjustments for working capital and other matters, with an additional $4 million payable no later than 12 months following the agreement. KA Medical developed the Micro Plug TM Set, a self-expanding nitinol vascular occlusion device, which is FDA-cleared in the US and CE marked in Europe. 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 KA Medical acquisition, which were included in selling, general and administrative expenses, were not material. The purchase price was preliminarily allocated as follows (in thousands): Assets Acquired Trade receivables $ 24 Other receivables 13 Inventories 216 Property and equipment 298 Other long-term assets 147 Intangible assets Developed technology 6,000 Goodwill 8,283 Total assets acquired 14,981 Liabilities Assumed Trade payables (31) Accrued expenses (507) Total liabilities assumed (538) Total net assets acquired $ 14,443 We are amortizing the developed technology intangible asset acquired from KA Medical over 17 years. The goodwill consists largely of the synergies expected from combining operations and is expected to be deductible for income tax purposes. The pro forma impact of the KA Medical acquisition was not significant to our financial results for the three-month period ended March 31, 2020. Operating results attributable to the KA Medical acquisition were included in our consolidated statements of income (loss) for the three-month period ended March 31, 2021. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories. Inventories at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, 2021 December 31, 2020 Finished goods $ 120,969 $ 110,933 Work-in-process 24,750 19,308 Raw materials 54,589 67,778 Total inventories $ 200,308 $ 198,019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets. The change in the carrying amount of goodwill for the three-month period ended March 31, 2021 is detailed as follows (in thousands): March 31, 2021 Goodwill balance at January 1 $ 363,533 Effect of foreign exchange (1,033) Goodwill balance at March 31 $ 362,500 Total accumulated goodwill impairment losses aggregated to approximately $8.3 million as of March 31, 2021 and December 31, 2020. We did not have any goodwill impairments for the three-month periods ended March 31, 2021 and 2020. The total goodwill balance as of March 31, 2021 and December 31, 2020 was related to our cardiovascular segment. Other intangible assets at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, 2021 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 24,362 $ (6,929) $ 17,433 Distribution agreements 3,250 (2,369) 881 License agreements 14,418 (7,010) 7,408 Trademarks 30,255 (13,131) 17,124 Customer lists 35,052 (29,586) 5,466 Total $ 107,337 $ (59,025) $ 48,312 December 31, 2020 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 23,669 $ (6,460) $ 17,209 Distribution agreements 3,250 (2,319) 931 License agreements 14,453 (6,647) 7,806 Trademarks 30,273 (12,414) 17,859 Customer lists 35,154 (29,103) 6,051 Total $ 106,799 $ (56,943) $ 49,856 Aggregate amortization expense the three-month periods ended March 31, 2021 and 2020 was approximately $12.5 million and $15.0 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 is largely independent of the cash flows of other assets and liabilities. 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 did no t identify indicators of impairment in any intangible assets based on our qualitative assessment for the three-month periods ended March 31, 2021 and 2020. Estimated amortization expense for the developed technology and other intangible assets for the next five years consisted of the following as of March 31, 2021 (in thousands): Year Ending December 31, Estimated Amortization Expense Remaining 2021 $ 37,320 2022 48,634 2023 47,454 2024 44,404 2025 42,548 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes. |
Revolving Credit Facility and L
Revolving Credit Facility and Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Revolving Credit Facility and Long-Term Debt | 8. Revolving Credit Facility and Long-Term Debt. Principal balances outstanding under our long-term debt obligations as of March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, 2021 December 31, 2020 Term loans $ 138,750 $ 140,625 Revolving credit loans 182,000 211,000 Less unamortized debt issuance costs (375) (403) Total long-term debt 320,375 351,222 Less current portion 7,500 7,500 Long-term portion $ 312,875 $ 343,722 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 Base Rate loan is due and payable on the last business day of each calendar quarter; interest on each Eurocurrency Rate loan 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 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. We believe we were in compliance with all covenants set forth in the Third Amended Credit Agreement as of March 31, 2021. As of March 31, 2021, we had outstanding borrowings of approximately $320.8 million under the Third Amended Credit Agreement, with additional available borrowings of approximately $418 million, based on the maximum net leverage ratio and the aggregate revolving credit commitment pursuant to the Third Amended Credit Agreement. Our interest rate as of March 31, 2021 was a fixed rate of 2.12% on $175 million as a result of an interest rate swap (see Note 9) and a variable floating rate of 1.11% on $145.8 million. Our interest rate as of December 31, 2020 was a fixed rate of 2.37% on $175 million as a result of an interest rate swap and a variable floating rate of 1.40% on $176.6 million. The foregoing fixed rates are exclusive of changes in the notional amount and fixed rate associated with our interest rate swaps beginning July 6, 2021 as described in Note 9 and potential future changes in the applicable margin. Future minimum principal payments on our long-term debt, as of March 31, 2021, were as follows (in thousands): Years Ending Future Minimum December 31, Principal Payments Remaining 2021 $ 5,625 2022 8,438 2023 11,250 2024 295,437 Total future minimum principal payments $ 320,750 |
Derivatives
Derivatives | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | 9. Derivatives. General. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment 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. Derivative Instruments Designated as Cash Flow Hedges On August 5, 2016, we entered into a pay-fixed, receive-variable interest rate swap with a current notional amount of $175 million with Wells Fargo to fix the one-month LIBOR rate at 1.12%. The variable portion of the interest rate swap is tied to the one-month LIBOR rate (the benchmark interest rate). On a monthly basis, the interest rates under both the interest rate swap and the underlying debt reset, the swap is settled with the counterparty, and interest is paid. The interest rate swap is scheduled to expire on July 6, 2021. 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 March 31, 2021 and December 31, 2020, our interest rate swaps qualified as cash flow hedges. The fair value of our interest rate swaps at March 31, 2021 was a liability of approximately $3.2 million, which was partially offset by approximately $0.8 million in deferred taxes. The fair value of our interest rate swaps at December 31, 2020 was a liability of $4.4 million, partially offset by approximately $1.1 million in deferred taxes. Foreign Currency Risk. Derivative Instruments 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 March 31, 2021 and December 31, 2020, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of approximately $128.6 million and $168.2 million, respectively. Derivative Instruments Not Designated as Cash Flow Hedges We forecast our net exposure in various receivables and payables to fluctuations in the value of various currencies, and we enter into foreign currency forward contracts to mitigate that exposure. We enter into approximately 20 foreign currency fair value hedges every month. As of March 31, 2021 and December 31, 2020, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of approximately $93.7 million and $74.8 million, respectively. Balance Sheet Presentation of Derivative Instruments. The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands): Fair Value of Derivative Instruments Designated as Hedging Instruments Balance Sheet Location March 31, 2021 December 31, 2020 Assets Foreign currency forward contracts Prepaid expenses and other assets 1,247 1,777 Foreign currency forward contracts Other assets (long-term) 314 424 (Liabilities) Interest rate swaps Accrued expenses (471) (896) Interest rate swaps Other long-term obligations (2,733) (3,462) Foreign currency forward contracts Accrued expenses (3,302) (5,281) Foreign currency forward contracts Other long-term obligations (432) (866) Fair Value of Derivative Instruments Not Designated as Hedging Instruments Balance Sheet Location March 31, 2021 December 31, 2020 Assets Foreign currency forward contracts Prepaid expenses and other assets $ 2,183 $ 877 (Liabilities) Foreign currency forward contracts Accrued expenses (2,073) (2,120) Income Statement Presentation of Derivative Instruments. Derivative Instruments Designated as Cash Flow Hedges Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income (“OCI”), accumulated other comprehensive income (“AOCI”), and net earnings in our consolidated statements of income (loss), consolidated statements of comprehensive income (loss) and consolidated balance sheets (in thousands): Amount of Gain/(Loss) Consolidated Statements Amount of Gain/(Loss) Recognized in OCI of Income (Loss) Reclassified from AOCI Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, Derivative instrument 2021 2020 Location in statements of income 2021 2020 2021 2020 Interest rate swaps $ 721 $ (5,463) Interest expense $ (1,537) $ (3,144) $ (432) $ 251 Foreign currency forward contracts 516 (1,494) Revenue 248,913 243,525 (1,602) 78 Cost of sales (137,019) (139,741) 350 (104) As of March 31, 2021, approximately $(2.9) million, or $(2.2) million after taxes, was expected to be reclassified from accumulated other comprehensive income (loss) to earnings in revenue and cost of sales over the succeeding twelve months. As of March 31, 2021, approximately $(1.3) million, or $(1.0) million after taxes, was expected to be reclassified from accumulated other comprehensive income (loss) to earnings in interest expense over the succeeding twelve months. Derivative Instruments Not Designated as Hedging Instruments The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income (loss) for the periods presented (in thousands): Three Months Ended March 31, Derivative Instrument Location in statements of income (loss) 2021 2020 Foreign currency forward contracts Other income (expense) $ 229 $ 3,418 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies. Loan Commitment. 45-day Selio receives FDA Section 510(k) approval of a medical device it is currently developing Litigation. to reasonably estimate our future obligations, a liability representing management’s best estimate of the probable loss, or the minimum of the range of probable losses when a best estimate within the range is not known, is recorded. The estimates are based on consultation with legal counsel, previous settlement experience and settlement strategies. If actual outcomes are less favorable than those estimated by management, additional expense may be incurred, which could unfavorably affect our financial position, results of operations and cash flows. The ultimate cost to us with respect to such proceedings, actions and claims could be materially different than the amount of the current estimates and accruals and could have a material adverse effect on our financial position, results of operations and cash flows. Securities Litigation On December 5, 2019, the Bucks County Employees Retirement Fund filed a complaint against Merit, our Chief Executive Officer and our Chief Financial Officer in the United States District Court for the Central District of California, individually and on behalf of all purchasers of our common stock between February 26, 2019 and October 30, 2019. On February 24, 2020, the court appointed the City of Atlanta Police Pension Fund, the Atlanta Firefighters’ Pension Fund, and the Employees’ Retirement System of the City of Baton Rouge and Parish of East Baton Rouge as Lead Plaintiffs. This action is now captioned In re Merit Medical Systems, Inc. Securities Litigation (Master File No. 8:19-cv-02326-DOC-ADS). On June 30, 2020, Lead Plaintiffs filed a consolidated class action complaint for violations of federal securities laws against Merit, our Chief Executive Officer and our Chief Financial Officer in the United States District Court for the Central District of California, individually and on behalf of all purchasers of our common stock between February 26, 2019 and October 30, 2019. The consolidated class action complaint alleges that defendants violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, and seeks unspecified damages, costs and attorneys’ fees, and equitable relief. We filed a motion to dismiss the action, which the Court denied. We intend to vigorously defend against the lawsuit. We have not recorded an expense related to this matter because any potential loss is not currently probable or reasonably estimable. Additionally, we cannot presently estimate the range of loss, if any, that may result from the matter. It is possible that the ultimate resolution of the foregoing matter, 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 proceedings, legal actions and claims discussed above, such as outside counsel fees and expenses, are charged to expense in the period incurred. |
Earnings (Loss) Per Common Shar
Earnings (Loss) Per Common Share (EPS) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Earnings (Loss) Per Common Share (EPS) | 11. Earnings (Loss) Per Common Share (EPS). The computation of weighted average shares outstanding and the basic and diluted earnings (loss) per common share consisted of the following (in thousands, except per share amounts): Three Months Ended March 31, 2021 2020 Net income (loss) $ 10,958 $ (3,154) Average common shares outstanding 55,717 55,246 Basic EPS $ 0.20 $ (0.06) Average common shares outstanding 55,717 55,246 Effect of dilutive stock awards 1,261 — Total potential shares outstanding 56,978 55,246 Diluted EPS $ 0.19 $ (0.06) Equity awards excluded as the impact was anti-dilutive (1) 1,042 4,340 (1) Does not reflect the impact of incremental repurchases under the treasury stock method. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation Expense | 12. Stock-Based Compensation Expense. Stock-based compensation expense before income tax expense for the three-month periods ended March 31, 2021 and 2020 consisted of the following (in thousands): Three Months Ended March 31, 2021 2020 Cost of sales Nonqualified stock options $ 318 $ 339 Research and development Nonqualified stock options 279 285 Selling, general and administrative Nonqualified stock options 1,627 1,706 Performance-based restricted stock units 731 312 Restricted stock units 355 — Cash-settled share-based awards ("Liability Awards") 285 135 Total selling, general and administrative 2,998 2,153 Stock-based compensation expense before taxes $ 3,595 $ 2,777 Nonqualified Stock Options During the three-month periods ended March 31, 2021 and 2020, we granted stock options representing 125,850 and 216,494 shares of our common stock, respectively. We use the Black-Scholes methodology to value the stock-based compensation expense for options. In applying the Black-Scholes methodology to the option grants, the fair value of our stock-based awards granted was estimated using the following assumptions for the periods indicated below: Three Months Ended March 31, 2021 2020 Risk-free interest rate 0.6% 0.5% - 1.7% Expected option term 4.0 years 4.0 - 5.0 years Expected dividend yield — — Expected price volatility 46.7% 38.7% - 43.2% 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 award. 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 term and implied volatility based on recent trends of the daily historical volatility. For awards with a vesting period, compensation expense is recognized on a straight-line basis over the service period, which corresponds to the vesting period. We recognize stock-based compensation expense (net of a forfeiture rate) for those awards which are expected to vest on a straight-line basis over the requisite service period. We estimate the forfeiture rate based on our historical experience and expectations about future forfeitures. As of March 31, 2021, the total remaining unrecognized compensation cost related to non-vested stock options was approximately $22.4 million, which was expected to be recognized over a weighted average period of 2.5 years. Stock-Settled Performance-Based Restricted Stock Units (“Performance Stock Units”) During the three-month periods ended March 31, 2021 and 2020 we granted performance stock units to certain of our executive officers which, as amended, represent up to 128,883 and 127,060 shares of our common stock, respectively. Conversion of the performance stock units occurs at the end of the relevant performance periods, or one year after the agreement date, whichever is later. The conversion ratio is based upon attaining targeted levels of free cash flow (“FCF”) and relative shareholder return as compared to the Russell 2000 Index (“rTSR”), as defined in the award agreements. We use Monte-Carlo simulations to estimate the grant-date fair value of the performance stock units linked to total shareholder return. The fair value of each performance stock unit was estimated as of the grant date using the following assumptions for awards granted in the periods indicated below: Three Months Ended March 31, 2021 2020 Risk-free interest rate 0.1% - 0.3% 1.1% - 1.3% Remaining performance period 1.8 - 2.8 years 0.8 - 2.8 years Expected dividend yield — — Expected price volatility 43.7% - 49.3% 40.2% - 56.1% The risk-free interest rate of return was determined using the U.S. Treasury rate at the time of grant with a remaining term equal to the expected term of the award. The expected volatility was based on a weighted average volatility of our stock price and the average volatility of our compensation peer group's volatilities. The expected dividend yield was assumed to be zero because, at the time of the grant, we had no plans to declare a dividend. Compensation expense is recognized using the grant-date fair value for the number of shares that are probable of being awarded based on the performance conditions. Each reporting period, this probability assessment is updated, and cumulative catchups are recorded based on the level of FCF that is expected to be achieved. At the end of the performance period, cumulative expense is calculated based on the actual level of FCF achieved. As of March 31, 2021, the total remaining unrecognized compensation cost related to stock-settled performance stock units was approximately $6.5 million, which is expected to be recognized over a weighted average period of 2.1 years. Cash-Settled Performance-Based Share-Based Awards (“Liability Awards”) During the three-month periods ended March 31, 2021 and 2020, we granted liability awards to our Chief Executive Officer with total target cash incentives of $1.0 million and $1.0 million, respectively. These awards entitle him to a target cash payment multiplied by rTSR and FCF multipliers, as defined in the award agreements. Settlement generally occurs based upon the same performance metrics, vesting period, and performance period as our performance stock units. The fair value of these awards is remeasured at each reporting period until the awards are settled. These awards are classified as liabilities and reported in accrued expenses and other long-term liabilities within our consolidated balance sheet. As of March 31, 2021, the total remaining unrecognized compensation cost related to cash-settled performance-based share-based awards was approximately $2.4 million, which is expected to be recognized over a weighted average period of 2.1 years. Restricted Stock Units On June 22, 2020, we granted restricted stock units to our non-employee directors representing 33,504 shares of our common stock. The expense recognized for restricted stock units is equal to the closing stock price on the date of grant, which is recognized over the vesting period. Restricted stock units granted to each director are subject to such director’s continued service through the vesting date, which is one year from the date of grant. As of March 31, 2021, the total remaining unrecognized compensation cost related to restricted stock units was approximately $0.3 million, which will be recognized over the remaining vesting period. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 13. Segment Reporting. We report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of four product categories: peripheral intervention, cardiac intervention, custom procedural solutions, and OEM. Within these product categories, we sell a variety of products, including cardiology and radiology devices (which assist in diagnosing and treating coronary arterial disease, peripheral vascular disease and other non-vascular diseases), as well as embolotherapeutic, cardiac rhythm management, electrophysiology, critical care, breast cancer localization and guidance, biopsy, and interventional oncology and spine devices. Our endoscopy segment consists of gastroenterology and pulmonology devices which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. We evaluate the performance of our operating segments based on net sales and operating income. Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three-month periods ended March 31, 2021 and 2020, were as follows (in thousands): Three Months Ended March 31, 2021 2020 Net Sales Cardiovascular $ 241,006 $ 235,544 Endoscopy 7,907 7,981 Total net sales 248,913 243,525 Operating Income (Loss) Cardiovascular 12,201 1,502 Endoscopy 1,993 (140) Total operating income 14,194 1,362 Total other expense - net (1,500) (3,354) Income tax expense 1,736 1,162 Net income (loss) $ 10,958 $ (3,154) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 14. Fair Value Measurements. Assets (Liabilities) Measured at Fair Value on a Recurring Basis Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of March 31, 2021 and December 31, 2020 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 March 31, 2021 (Level 1) (Level 2) (Level 3) Interest rate contract liabilities, current and long-term (1) $ (3,204) $ — $ (3,204) $ — Foreign currency contract assets, current and long-term (2) $ 3,744 $ — $ 3,744 $ — Foreign currency contract liabilities, current and long-term (3) $ (5,807) $ — $ (5,807) $ — Contingent consideration liabilities $ (55,754) $ — $ — $ (55,754) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs December 31, 2020 (Level 1) (Level 2) (Level 3) Interest rate contract liabilities, current and long-term (1) $ (4,358) $ — $ (4,358) $ — Foreign currency contract assets, current and long-term (2) $ 3,078 $ — $ 3,078 $ — Foreign currency contract liabilities, current and long-term (3) $ (8,267) $ — $ (8,267) $ — Contingent consideration liabilities $ (55,750) $ — $ — $ (55,750) (1) The fair value of the interest rate contracts is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations in the consolidated balance sheets. (2) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid expenses and other current 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 or other milestones. The contingent consideration liability is re-measured at the estimated fair value at the end of each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income (loss) for such period. We measure the initial liability and re-measure the liability on a recurring basis using Level 3 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liabilities during the three-month periods ended March 31, 2021 and 2020 consisted of the following (in thousands): Three Months Ended March 31, 2021 2020 Beginning balance $ 55,750 $ 76,709 Contingent consideration expense 402 4,897 Contingent payments made (403) (12,754) Effect of foreign exchange 5 17 Ending balance $ 55,754 $ 68,869 As of March 31, 2021, approximately $19.5 million in contingent consideration liability was included in other long-term obligations and approximately $36.2 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. As of December 31, 2020, approximately $36.9 million in contingent consideration liability was included in other long-term obligations and approximately $18.8 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. Cash paid to settle the contingent consideration liability recognized at fair value as of the applicable acquisition date (including measurement-period adjustments) has been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at March 31, 2021 and December 31, 2020 (amounts in thousands): Fair value at March 31, Valuation Weighted Contingent consideration liability 2021 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 4,047 Discounted cash flow Discount rate 12% - 16% 15.4% Projected year of payments 2021-2034 2026 Revenue milestones contingent liability $ 46,807 Monte Carlo simulation Discount rate 10% - 14% 10.4% Projected year of payments 2021-2030 2022 Regulatory approval contingent liability $ 4,900 Scenario-based method Discount rate 1% Probability of milestone payment 100% Projected year of payment 2021-2024 2022 Fair value at December 31, Valuation Weighted Contingent consideration liability 2020 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 4,545 Discounted cash flow Discount rate 12% - 15% 13.5% Projected year of payments 2021-2034 2026 Revenue milestones contingent liability $ 46,305 Monte Carlo simulation Discount rate 7.5% - 12% 9.0% Projected year of payments 2021-2030 2022 Regulatory approval contingent liability $ 4,900 Scenario-based method Discount rate 1% Probability of milestone payment 100% Projected year of payment 2021-2024 2022 (1) Unobservable inputs were weighted by the relative fair value of the instruments. No weighted average is reported for contingent consideration liabilities without a range of unobservable inputs. The contingent consideration liability is re-measured to fair value each reporting period. Significant increases or decreases in projected revenues, based on our most recent internal operational budgets and long-range strategic plans, discount rates or the time until payment is made would have resulted in a significantly lower or higher fair value measurement. Contingent Payments to Related Parties During the three-month period ended March 31, 2020, we made contingent payments of approximately $800,000 to a current director of Merit and former shareholder of Cianna Medical, Inc. (“Cianna Medical”), which we acquired in 2018. We made no such payments d The terms of the acquisition, including contingent consideration payments, were determined prior to the appointment of the former Cianna Medical shareholder as a Merit director. As a former shareholder of Cianna Medical, the Merit director may be eligible for additional 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. Our long-term debt re-prices frequently due to variable rates and entails no significant changes in credit risk and, as a result, we believe the fair value of long-term debt approximates carrying value. 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 use Level 1 inputs. Impairment Charges We recognize or disclose the fair value of certain assets, such as non-financial assets, primarily property and equipment, right-of-use operating lease assets, equity investments, intangible assets and goodwill in connection with impairment evaluations. All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. Intangible Assets. Equity Investments and Purchase Options. Property and Equipment. NinePoint Medical, Inc. (“NinePoint”) Notes Receivable Our outstanding long-term notes receivable, including accrued interest and our allowance for current expected credit losses, were approximately $2.0 million and $2.2 million as of March 31, 2021 and December 31, 2020, respectively. As of March 31, 2021, we had an allowance for current expected credit losses of $932,000 associated with these notes receivable and our contractual obligation to extend credit to Selio. We assess the allowance for current expected credit losses on an individual security basis, due to the limited number of securities, using a probability of default model, which is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the expected collectability of securities, and other security specific factors. During the three-month periods ended March 31, 2021 and 2020, respectively, we adjusted the probability of default for all notes receivable for certain periods during the loan term due to changes in current macroeconomic conditions and our expectations of collectability as a result of the COVID-19 pandemic. The table below presents a rollforward of the allowance for current expected credit losses on our notes receivable for the three month periods ended March 31, 2021 and 2020, respectively (in thousands): Three Months Ended March 31, 2021 2020 Beginning balance $ 730 $ — Cumulative effect adjustment upon adoption of ASU 2016-13, Credit Losses — 575 Provision for credit loss expense 202 95 Ending balance $ 932 $ 670 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2021 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 15. Accumulated Other Comprehensive Income (Loss). Cash Flow Hedges Foreign Currency Translation Total Balance as of December 31, 2020 $ (6,940) $ 1,488 $ (5,452) Other comprehensive income (loss) 1,237 (4,462) (3,225) Income taxes (724) 535 (189) Reclassifications to: Revenue 1,602 1,602 Cost of sales (350) (350) Interest expense 432 432 Net other comprehensive income (loss) 2,197 (3,927) (1,730) Balance as of March 31, 2021 $ (4,743) $ (2,439) $ (7,182) Cash Flow Hedges Foreign Currency Translation Total Balance as of December 31, 2019 $ 218 $ (5,512) $ (5,294) Other comprehensive income (loss) (6,957) (4,125) (11,082) Income taxes 1,849 (7) 1,842 Reclassifications to: Revenue (78) (78) Cost of sales 104 104 Interest expense (251) (251) Net other comprehensive loss (5,333) (4,132) (9,465) Balance as of March 31, 2020 $ (5,115) $ (9,644) $ (14,759) |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Other Items | 1. Basis of Presentation and Other Items. |
Recently Issued Financial Accounting Standards | Not Yet Adopted In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Scope As of March 31, 2021, we had not modified any contracts as a result of reference rate reform. W We currently believe that all other issued and not yet effective accounting standards are not materially relevant to our financial statements. |
Revenue Recognition | Revenue from Contracts with Customers. We recognize revenue when a customer obtains control of promised goods. The amount of revenue recognized reflects the consideration we expect to receive in exchange for these goods. Our revenue recognition policies have not changed from those disclosed in Note 1 to our consolidated financial statements in Item 8 of the 2020 Annual Report on Form 10-K. |
Derivatives | Derivatives. General. We formally document, designate and assess the effectiveness of transactions that receive hedge accounting treatment 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. Foreign Currency Risk. Derivative Instruments 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. Derivative Instruments Not Designated as Cash Flow Hedges Balance Sheet Presentation of Derivative Instruments. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following tables present revenue from contracts with customers by reporting segment, product category and geographical region for the three-month periods ended March 31, 2021 and 2020 (in thousands): Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 United States International Total United States International Total Cardiovascular Peripheral Intervention $ 56,866 $ 36,048 $ 92,914 $ 55,803 $ 31,272 $ 87,075 Cardiac Intervention 29,251 45,486 74,737 28,595 43,996 72,591 Custom Procedural Solutions 24,892 20,529 45,421 25,414 22,207 47,621 OEM 22,890 5,044 27,934 23,666 4,591 28,257 Total 133,899 107,107 241,006 133,478 102,066 235,544 Endoscopy Endoscopy devices 7,473 434 7,907 7,578 403 7,981 Total $ 141,372 $ 107,541 $ 248,913 $ 141,056 $ 102,469 $ 243,525 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The purchase price was preliminarily allocated as follows (in thousands): Assets Acquired Trade receivables $ 24 Other receivables 13 Inventories 216 Property and equipment 298 Other long-term assets 147 Intangible assets Developed technology 6,000 Goodwill 8,283 Total assets acquired 14,981 Liabilities Assumed Trade payables (31) Accrued expenses (507) Total liabilities assumed (538) Total net assets acquired $ 14,443 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | March 31, 2021 December 31, 2020 Finished goods $ 120,969 $ 110,933 Work-in-process 24,750 19,308 Raw materials 54,589 67,778 Total inventories $ 200,308 $ 198,019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | March 31, 2021 Goodwill balance at January 1 $ 363,533 Effect of foreign exchange (1,033) Goodwill balance at March 31 $ 362,500 |
Other intangible assets | Other intangible assets at March 31, 2021 and December 31, 2020 consisted of the following (in thousands): March 31, 2021 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 24,362 $ (6,929) $ 17,433 Distribution agreements 3,250 (2,369) 881 License agreements 14,418 (7,010) 7,408 Trademarks 30,255 (13,131) 17,124 Customer lists 35,052 (29,586) 5,466 Total $ 107,337 $ (59,025) $ 48,312 December 31, 2020 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 23,669 $ (6,460) $ 17,209 Distribution agreements 3,250 (2,319) 931 License agreements 14,453 (6,647) 7,806 Trademarks 30,273 (12,414) 17,859 Customer lists 35,154 (29,103) 6,051 Total $ 106,799 $ (56,943) $ 49,856 |
Estimated amortization expense | Estimated amortization expense for the developed technology and other intangible assets for the next five years consisted of the following as of March 31, 2021 (in thousands): Year Ending December 31, Estimated Amortization Expense Remaining 2021 $ 37,320 2022 48,634 2023 47,454 2024 44,404 2025 42,548 |
Revolving Credit Facility and_2
Revolving Credit Facility and Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | March 31, 2021 December 31, 2020 Term loans $ 138,750 $ 140,625 Revolving credit loans 182,000 211,000 Less unamortized debt issuance costs (375) (403) Total long-term debt 320,375 351,222 Less current portion 7,500 7,500 Long-term portion $ 312,875 $ 343,722 |
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 March 31, 2021, were as follows (in thousands): Years Ending Future Minimum December 31, Principal Payments Remaining 2021 $ 5,625 2022 8,438 2023 11,250 2024 295,437 Total future minimum principal payments $ 320,750 |
Derivatives (Tables)
Derivatives (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of derivative instruments on a gross basis was as follows on the dates indicated (in thousands): Fair Value of Derivative Instruments Designated as Hedging Instruments Balance Sheet Location March 31, 2021 December 31, 2020 Assets Foreign currency forward contracts Prepaid expenses and other assets 1,247 1,777 Foreign currency forward contracts Other assets (long-term) 314 424 (Liabilities) Interest rate swaps Accrued expenses (471) (896) Interest rate swaps Other long-term obligations (2,733) (3,462) Foreign currency forward contracts Accrued expenses (3,302) (5,281) Foreign currency forward contracts Other long-term obligations (432) (866) Fair Value of Derivative Instruments Not Designated as Hedging Instruments Balance Sheet Location March 31, 2021 December 31, 2020 Assets Foreign currency forward contracts Prepaid expenses and other assets $ 2,183 $ 877 (Liabilities) Foreign currency forward contracts Accrued expenses (2,073) (2,120) |
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 (loss), consolidated statements of comprehensive income (loss) and consolidated balance sheets (in thousands): Amount of Gain/(Loss) Consolidated Statements Amount of Gain/(Loss) Recognized in OCI of Income (Loss) Reclassified from AOCI Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, Derivative instrument 2021 2020 Location in statements of income 2021 2020 2021 2020 Interest rate swaps $ 721 $ (5,463) Interest expense $ (1,537) $ (3,144) $ (432) $ 251 Foreign currency forward contracts 516 (1,494) Revenue 248,913 243,525 (1,602) 78 Cost of sales (137,019) (139,741) 350 (104) |
Derivative Instruments, Gain (Loss) | The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income (loss) for the periods presented (in thousands): Three Months Ended March 31, Derivative Instrument Location in statements of income (loss) 2021 2020 Foreign currency forward contracts Other income (expense) $ 229 $ 3,418 |
Earnings (Loss) Per Common Sh_2
Earnings (Loss) Per Common Share (EPS) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | Three Months Ended March 31, 2021 2020 Net income (loss) $ 10,958 $ (3,154) Average common shares outstanding 55,717 55,246 Basic EPS $ 0.20 $ (0.06) Average common shares outstanding 55,717 55,246 Effect of dilutive stock awards 1,261 — Total potential shares outstanding 56,978 55,246 Diluted EPS $ 0.19 $ (0.06) Equity awards excluded as the impact was anti-dilutive (1) 1,042 4,340 (1) Does not reflect the impact of incremental repurchases under the treasury stock method. |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Three Months Ended March 31, 2021 2020 Cost of sales Nonqualified stock options $ 318 $ 339 Research and development Nonqualified stock options 279 285 Selling, general and administrative Nonqualified stock options 1,627 1,706 Performance-based restricted stock units 731 312 Restricted stock units 355 — Cash-settled share-based awards ("Liability Awards") 285 135 Total selling, general and administrative 2,998 2,153 Stock-based compensation expense before taxes $ 3,595 $ 2,777 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Three Months Ended March 31, 2021 2020 Risk-free interest rate 0.6% 0.5% - 1.7% Expected option term 4.0 years 4.0 - 5.0 years Expected dividend yield — — Expected price volatility 46.7% 38.7% - 43.2% |
Stock-Settled Performance-Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Three Months Ended March 31, 2021 2020 Risk-free interest rate 0.1% - 0.3% 1.1% - 1.3% Remaining performance period 1.8 - 2.8 years 0.8 - 2.8 years Expected dividend yield — — Expected price volatility 43.7% - 49.3% 40.2% - 56.1% |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three-month periods ended March 31, 2021 and 2020, were as follows (in thousands): Three Months Ended March 31, 2021 2020 Net Sales Cardiovascular $ 241,006 $ 235,544 Endoscopy 7,907 7,981 Total net sales 248,913 243,525 Operating Income (Loss) Cardiovascular 12,201 1,502 Endoscopy 1,993 (140) Total operating income 14,194 1,362 Total other expense - net (1,500) (3,354) Income tax expense 1,736 1,162 Net income (loss) $ 10,958 $ (3,154) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Our financial assets and (liabilities) carried at fair value and measured on a recurring basis as of March 31, 2021 and December 31, 2020 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 March 31, 2021 (Level 1) (Level 2) (Level 3) Interest rate contract liabilities, current and long-term (1) $ (3,204) $ — $ (3,204) $ — Foreign currency contract assets, current and long-term (2) $ 3,744 $ — $ 3,744 $ — Foreign currency contract liabilities, current and long-term (3) $ (5,807) $ — $ (5,807) $ — Contingent consideration liabilities $ (55,754) $ — $ — $ (55,754) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs December 31, 2020 (Level 1) (Level 2) (Level 3) Interest rate contract liabilities, current and long-term (1) $ (4,358) $ — $ (4,358) $ — Foreign currency contract assets, current and long-term (2) $ 3,078 $ — $ 3,078 $ — Foreign currency contract liabilities, current and long-term (3) $ (8,267) $ — $ (8,267) $ — Contingent consideration liabilities $ (55,750) $ — $ — $ (55,750) (1) The fair value of the interest rate contracts is determined using Level 2 fair value inputs and is recorded as accrued expenses or other long-term obligations in the consolidated balance sheets. (2) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid expenses and other current 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 liabilities during the three-month periods ended March 31, 2021 and 2020 consisted of the following (in thousands): Three Months Ended March 31, 2021 2020 Beginning balance $ 55,750 $ 76,709 Contingent consideration expense 402 4,897 Contingent payments made (403) (12,754) Effect of foreign exchange 5 17 Ending balance $ 55,754 $ 68,869 |
Fair Value Inputs, Liabilities, Quantitative Information | The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at March 31, 2021 and December 31, 2020 (amounts in thousands): Fair value at March 31, Valuation Weighted Contingent consideration liability 2021 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 4,047 Discounted cash flow Discount rate 12% - 16% 15.4% Projected year of payments 2021-2034 2026 Revenue milestones contingent liability $ 46,807 Monte Carlo simulation Discount rate 10% - 14% 10.4% Projected year of payments 2021-2030 2022 Regulatory approval contingent liability $ 4,900 Scenario-based method Discount rate 1% Probability of milestone payment 100% Projected year of payment 2021-2024 2022 Fair value at December 31, Valuation Weighted Contingent consideration liability 2020 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 4,545 Discounted cash flow Discount rate 12% - 15% 13.5% Projected year of payments 2021-2034 2026 Revenue milestones contingent liability $ 46,305 Monte Carlo simulation Discount rate 7.5% - 12% 9.0% Projected year of payments 2021-2030 2022 Regulatory approval contingent liability $ 4,900 Scenario-based method Discount rate 1% Probability of milestone payment 100% Projected year of payment 2021-2024 2022 (1) Unobservable inputs were weighted by the relative fair value of the instruments. No weighted average is reported for contingent consideration liabilities without a range of unobservable inputs. |
Schedule of Rollforward of Allowance for Credit Losses | The table below presents a rollforward of the allowance for current expected credit losses on our notes receivable for the three month periods ended March 31, 2021 and 2020, respectively (in thousands): Three Months Ended March 31, 2021 2020 Beginning balance $ 730 $ — Cumulative effect adjustment upon adoption of ASU 2016-13, Credit Losses — 575 Provision for credit loss expense 202 95 Ending balance $ 932 $ 670 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | Cash Flow Hedges Foreign Currency Translation Total Balance as of December 31, 2020 $ (6,940) $ 1,488 $ (5,452) Other comprehensive income (loss) 1,237 (4,462) (3,225) Income taxes (724) 535 (189) Reclassifications to: Revenue 1,602 1,602 Cost of sales (350) (350) Interest expense 432 432 Net other comprehensive income (loss) 2,197 (3,927) (1,730) Balance as of March 31, 2021 $ (4,743) $ (2,439) $ (7,182) Cash Flow Hedges Foreign Currency Translation Total Balance as of December 31, 2019 $ 218 $ (5,512) $ (5,294) Other comprehensive income (loss) (6,957) (4,125) (11,082) Income taxes 1,849 (7) 1,842 Reclassifications to: Revenue (78) (78) Cost of sales 104 104 Interest expense (251) (251) Net other comprehensive loss (5,333) (4,132) (9,465) Balance as of March 31, 2020 $ (5,115) $ (9,644) $ (14,759) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)itemsegment | Mar. 31, 2020USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Number of operating segments | segment | 2 | |
Net sales | $ 248,913 | $ 243,525 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 141,372 | 141,056 |
International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 107,541 | 102,469 |
Cardiovascular | ||
Disaggregation of Revenue [Line Items] | ||
Number of product categories | item | 4 | |
Net sales | $ 241,006 | 235,544 |
Cardiovascular | Peripheral Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 92,914 | 87,075 |
Cardiovascular | Cardiac Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 74,737 | 72,591 |
Cardiovascular | Custom Procedural Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 45,421 | 47,621 |
Cardiovascular | OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 27,934 | 28,257 |
Cardiovascular | United States | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 133,899 | 133,478 |
Cardiovascular | United States | Peripheral Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 56,866 | 55,803 |
Cardiovascular | United States | Cardiac Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 29,251 | 28,595 |
Cardiovascular | United States | Custom Procedural Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 24,892 | 25,414 |
Cardiovascular | United States | OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 22,890 | 23,666 |
Cardiovascular | International | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 107,107 | 102,066 |
Cardiovascular | International | Peripheral Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 36,048 | 31,272 |
Cardiovascular | International | Cardiac Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 45,486 | 43,996 |
Cardiovascular | International | Custom Procedural Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 20,529 | 22,207 |
Cardiovascular | International | OEM | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 5,044 | 4,591 |
Endoscopy | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,907 | 7,981 |
Endoscopy | Endoscopy Devices | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,907 | 7,981 |
Endoscopy | United States | Endoscopy Devices | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 7,473 | 7,578 |
Endoscopy | International | Endoscopy Devices | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 434 | $ 403 |
Acquisitions - KA Medical (Deta
Acquisitions - KA Medical (Details) - KA Medical $ in Millions | Nov. 06, 2020USD ($) |
Business Acquisition [Line Items] | |
Purchase consideration, upfront payment | $ 10.4 |
Purchase consideration, note payable | $ 4 |
Term of note payable | 12 months |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Thousands | Nov. 06, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Assets Acquired | |||
Goodwill | $ 362,500 | $ 363,533 | |
KA Medical | |||
Assets Acquired | |||
Trade receivables | $ 24 | ||
Other receivables | 13 | ||
Inventories | 216 | ||
Property and equipment | 298 | ||
Other long-term assets | 147 | ||
Goodwill | 8,283 | ||
Total assets acquired | 14,981 | ||
Liabilities Assumed | |||
Trade payables | (31) | ||
Accrued expenses | (507) | ||
Total liabilities assumed | (538) | ||
Total net assets acquired | 14,443 | ||
KA Medical | Developed technology | |||
Assets Acquired | |||
Intangible assets | $ 6,000 | ||
Liabilities Assumed | |||
Weighted average useful life | 17 years |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 120,969 | $ 110,933 |
Work-in-process | 24,750 | 19,308 |
Raw materials | 54,589 | 67,778 |
Total Inventories | $ 200,308 | $ 198,019 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance at beginning of period | $ 363,533 |
Effect of foreign exchange | 1,033 |
Goodwill balance at end of period | $ 362,500 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 107,337 | $ 106,799 |
Accumulated Amortization | (59,025) | (56,943) |
Net Carrying Amount | 48,312 | 49,856 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 24,362 | 23,669 |
Accumulated Amortization | (6,929) | (6,460) |
Net Carrying Amount | 17,433 | 17,209 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,250 | 3,250 |
Accumulated Amortization | (2,369) | (2,319) |
Net Carrying Amount | 881 | 931 |
License agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 14,418 | 14,453 |
Accumulated Amortization | (7,010) | (6,647) |
Net Carrying Amount | 7,408 | 7,806 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,255 | 30,273 |
Accumulated Amortization | (13,131) | (12,414) |
Net Carrying Amount | 17,124 | 17,859 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 35,052 | 35,154 |
Accumulated Amortization | (29,586) | (29,103) |
Net Carrying Amount | $ 5,466 | $ 6,051 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Accumulated goodwill impairment losses | $ 8.3 | $ 8.3 | |
Goodwill impairment loss | 0 | $ 0 | |
Aggregate amortization expense | 12.5 | $ 15 | |
Impairment of intangible assets | $ 0 | $ 0 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2021 | $ 37,320 |
2022 | 48,634 |
2023 | 47,454 |
2024 | 44,404 |
2025 | $ 42,548 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ 1,736 | $ 1,162 |
Effective tax rate | 13.70% | (58.30%) |
Revolving Credit Facility and_3
Revolving Credit Facility and Long-Term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 320,750 | |
Less unamortized debt issuance costs | (375) | $ (403) |
Total long-term debt | 320,375 | 351,222 |
Less current portion | 7,500 | 7,500 |
Long-term portion | 312,875 | 343,722 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 138,750 | 140,625 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 182,000 | $ 211,000 |
Revolving Credit Facility and_4
Revolving Credit Facility and Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding borrowings | $ 320,750 | |
Credit Agreement | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 320,800 | |
Available borrowing capacity | $ 418,000 | |
Fixed interest rate percent | 2.12% | 2.37% |
Debt subject to fixed interest rate | $ 175,000 | $ 175,000 |
Variable interest rate percent | 1.11% | 1.40% |
Debt subject to variable interest rate | $ 145,800 | $ 176,600 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 138,750 | 140,625 |
Term Loan | Credit Agreement | ||
Debt Instrument [Line Items] | ||
Debt instrument, face amount | 150,000 | |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Outstanding borrowings | 182,000 | $ 211,000 |
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 | 3 Months Ended |
Mar. 31, 2021USD ($) | |
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 | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 5,625 |
2022 | 8,438 |
2023 | 11,250 |
2024 | 295,437 |
Total future minimum principal payments | $ 320,750 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 23, 2019 | Aug. 05, 2016 | |
Revenue and cost of sales | ||||
Derivative [Line Items] | ||||
Amount expected to be reclassified from accumulated other comprehensive income (loss) to earnings in next twelve months, gross | $ (2.9) | |||
Amount expected to be reclassified from accumulated other comprehensive income to earnings (loss) in next twelve months, net of tax | (2.2) | |||
Interest expense | ||||
Derivative [Line Items] | ||||
Amount expected to be reclassified from accumulated other comprehensive income (loss) to earnings in next twelve months, gross | (1.3) | |||
Amount expected to be reclassified from accumulated other comprehensive income to earnings (loss) in next twelve months, net of tax | (1) | |||
Interest rate swap | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Fair value of derivative liability | (3.2) | $ (4.4) | ||
Deferred tax asset used to offset fair value of interest rate swap | $ (0.8) | $ (1.1) | ||
Interest rate swap | Wells Fargo 1.12% one-month LIBOR | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Notional amount of derivative | $ 175 | |||
Interest rate swap | Wells Fargo 1.12% one-month LIBOR | LIBOR Swap Rate | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Fixed rate | 1.12% | |||
Interest rate swap | Wells Fargo 1.71% one-month LIBOR | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Notional amount of derivative | $ 75 | |||
Interest rate swap | Wells Fargo 1.71% one-month LIBOR | LIBOR Swap Rate | Designated as hedging instrument | ||||
Derivative [Line Items] | ||||
Fixed rate | 1.71% | |||
Foreign currency forward contracts | ||||
Derivative [Line Items] | ||||
Maturity of derivative contract (up to) | 2 years |
Derivatives - Forward Notional
Derivatives - Forward Notional Contracts (Details) - Foreign currency forward contracts $ in Millions | Mar. 31, 2021USD ($)DerivativeInstrument | Dec. 31, 2020USD ($) |
Designated as hedging instrument | Derivatives designated as cash flow hedges | ||
Derivative [Line Items] | ||
Average number of contracts entered into per month | DerivativeInstrument | 150 | |
Aggregate notional amount of derivative | $ | $ 128.6 | $ 168.2 |
Not designated as hedging instrument | Fair Value Hedging | ||
Derivative [Line Items] | ||
Average number of contracts entered into per month | DerivativeInstrument | 20 | |
Aggregate notional amount of derivative | $ | $ 93.7 | $ 74.8 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Designated as hedging instrument | Interest rate swap | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | $ (471) | $ (896) |
Designated as hedging instrument | Interest rate swap | Other long-term obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (2,733) | (3,462) |
Designated as hedging instrument | Foreign currency forward contracts | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 314 | 424 |
Designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 1,247 | 1,777 |
Designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (3,302) | (5,281) |
Designated as hedging instrument | Foreign currency forward contracts | Other long-term obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (432) | (866) |
Not designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 2,183 | 877 |
Not designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | $ (2,073) | $ (2,120) |
Derivatives - Amount of Gain (L
Derivatives - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in OCI | $ 2,921 | $ (7,182) |
Interest expense | (1,537) | (3,144) |
Net sales | 248,913 | 243,525 |
Cost of sales | (137,019) | (139,741) |
Derivatives designated as cash flow hedges | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Cost of sales | (137,019) | (139,741) |
Derivatives designated as cash flow hedges | Cost of sales | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) reclassified from AOCI | 350 | (104) |
Derivatives designated as cash flow hedges | Interest rate swap | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in OCI | 721 | (5,463) |
Interest expense | (1,537) | (3,144) |
Derivatives designated as cash flow hedges | Interest rate swap | Interest expense | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) reclassified from AOCI | (432) | 251 |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) recognized in OCI | 516 | (1,494) |
Net sales | 248,913 | 243,525 |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | Revenue | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Amount of Gain/(Loss) reclassified from AOCI | $ (1,602) | $ 78 |
Derivatives - Gain (Loss) in th
Derivatives - Gain (Loss) in the Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Not designated as hedging instrument | Foreign currency forward contracts | Other income (expense) | ||
Derivative [Line Items] | ||
Gain (loss) on derivative | $ 229 | $ 3,418 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Selio $ in Thousands, € in Millions | Oct. 11, 2019 | Mar. 31, 2021USD ($) | Mar. 31, 2021EUR (€) |
Loss Contingencies [Line Items] | |||
Ownership percentage | 19.50% | ||
Option to purchase all ordinary shares period | 45 days | ||
Loan from acquisition | $ | $ 250 | ||
Interest rate on loan | 5.00% | 5.00% | |
Maximum | |||
Loss Contingencies [Line Items] | |||
Loan commitment from acquisition | € | € 2 |
Earnings (Loss) Per Common Sh_3
Earnings (Loss) Per Common Share (EPS) - Basic EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Net income (loss) | $ 10,958 | $ (3,154) |
Average common shares outstanding (in shares) | 55,717 | 55,246 |
Basic EPS (in dollars per share) | $ 0.20 | $ (0.06) |
Earnings (Loss) Per Common Sh_4
Earnings (Loss) Per Common Share (EPS) - Diluted EPS (Details) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||
Average common shares outstanding (in shares) | 55,717 | 55,246 |
Effect of dilutive stock awards (in shares) | 1,261 | |
Total potential shares outstanding (in shares) | 56,978 | 55,246 |
Diluted EPS (in dollars per share) | $ 0.19 | $ (0.06) |
Equity awards excluded as the impact was anti-dilutive (in shares) | 1,042 | 4,340 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | $ 3,595 | $ 2,777 |
Cost of sales | Stock Options | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 318 | 339 |
Research and development | Stock Options | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 279 | 285 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 2,998 | 2,153 |
Selling, general and administrative | Stock Options | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 1,627 | 1,706 |
Selling, general and administrative | Stock-Settled Performance-Based Restricted Stock Units | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 731 | 312 |
Selling, general and administrative | Restricted Stock Units | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | 355 | |
Selling, general and administrative | Cash-settled share-based awards ("Liability Awards") | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share-based compensation | $ 285 | $ 135 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense - Narrative (Details) - USD ($) $ in Thousands | Jun. 22, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated share-based compensation | $ 3,595 | $ 2,777 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options granted in period (in shares) | 125,850 | 216,494 | |
Compensation cost not yet recognized | $ 22,400 | ||
Compensation cost not yet recognized, period of recognition | 2 years 6 months | ||
Stock-Settled Performance-Based Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 1 year | ||
Compensation cost not yet recognized | $ 6,500 | ||
Compensation cost not yet recognized, period of recognition | 2 years 1 month 6 days | ||
Stock-Settled Performance-Based Restricted Stock Units | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock units granted in period (in shares) | 128,883 | 127,060 | |
Cash-settled share-based awards ("Liability Awards") | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target cash incentive | $ 1,000 | $ 1,000 | |
Compensation cost not yet recognized | $ 2,400 | ||
Compensation cost not yet recognized, period of recognition | 2 years 1 month 6 days | ||
Restricted Stock Units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Option contractual life | 1 year | ||
Compensation cost not yet recognized | $ 300 | ||
Restricted Stock Units | Non-employee members | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Restricted stock units granted (in shares) | 33,504 |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Option Granted Fair Value Calculation Assumptions (Details) - Stock Options | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.50% | |
Risk-free interest rate, maximum | 1.70% | |
Risk-free interest rate | 0.60% | |
Expected option term / Performance Period | 4 years | |
Expected price volatility, minimum | 38.70% | |
Expected price volatility, maximum | 43.20% | |
Expected price volatility | 46.70% | |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term / Performance Period | 4 years | |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term / Performance Period | 5 years |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - PSUs Fair Value Calculation Assumptions (Details) - Stock-Settled Performance-Based Restricted Stock Units | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 0.10% | 1.10% |
Risk-free interest rate, maximum | 0.30% | 1.30% |
Expected price volatility, minimum | 43.70% | 40.20% |
Expected price volatility, maximum | 49.30% | 56.10% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term / Performance Period | 1 year 9 months 18 days | 9 months 18 days |
Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term / Performance Period | 2 years 9 months 18 days | 2 years 9 months 18 days |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Reporting - Operating I
Segment Reporting - Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 248,913 | $ 243,525 |
Operating income (loss) | 14,194 | 1,362 |
Total other expense - net | (1,500) | (3,354) |
Income tax (benefit) expense | 1,736 | 1,162 |
Net income (loss) | 10,958 | (3,154) |
Cardiovascular | ||
Segment Reporting Information [Line Items] | ||
Net sales | 241,006 | 235,544 |
Operating income (loss) | 12,201 | 1,502 |
Endoscopy | ||
Segment Reporting Information [Line Items] | ||
Net sales | 7,907 | 7,981 |
Operating income (loss) | $ 1,993 | $ (140) |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contract liabilities, current and long-term | $ (3,204) | $ (4,358) |
Foreign currency contract assets, current and long-term | 3,744 | 3,078 |
Foreign currency contract liabilities, current and long-term | (5,807) | (8,267) |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liabilities | (55,754) | (55,750) |
Estimate of Fair Value, Fair Value Disclosure | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contract liabilities, current and long-term | (3,204) | (4,358) |
Foreign currency contract assets, current and long-term | 3,744 | 3,078 |
Foreign currency contract liabilities, current and long-term | (5,807) | (8,267) |
Contingent consideration liabilities | $ (55,754) | $ (55,750) |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 55,750 | $ 76,709 |
Contingent consideration expense | $ 402 | $ 4,897 |
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List] | us-gaap:BusinessCombinationContingentConsiderationArrangementsContingentConsiderationBenefit | us-gaap:BusinessCombinationContingentConsiderationArrangementsContingentConsiderationBenefit |
Contingent payments made | $ (403) | $ (12,754) |
Effect of foreign exchange | 5 | 17 |
Ending balance | $ 55,754 | $ 68,869 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Impairment of equity method investment | 0 | 3,500 | |
Investments in privately held companies | 12,000 | $ 12,000 | |
Impairment of property and equipment | 0 | 359 | |
Long-term notes receivable | 2,000 | 2,200 | |
Allowance for expected credit losses | 932 | 670 | 730 |
Director | Cianna Medical | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent payments related to acquisition | 0 | $ 800 | |
Other long-term obligations | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability, noncurrent | 19,500 | 36,900 | |
Accrued expenses | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Contingent consideration liability, current | $ 36,200 | $ 18,800 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) - Fair Value, Inputs, Level 3 $ in Thousands | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Revenue-based royalty | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liabilities | $ 4,047 | $ 4,545 |
Revenue milestones | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liabilities | 46,807 | 46,305 |
Regulatory approval | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liabilities | $ 4,900 | $ 4,900 |
Discount rate | Revenue-based royalty | Minimum | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.12 | 0.12 |
Discount rate | Revenue-based royalty | Maximum | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.16 | 0.15 |
Discount rate | Revenue-based royalty | Weighted Average | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.154 | 0.135 |
Discount rate | Revenue milestones | Minimum | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.10 | 0.075 |
Discount rate | Revenue milestones | Maximum | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.14 | 0.12 |
Discount rate | Revenue milestones | Weighted Average | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.104 | 0.090 |
Discount rate | Regulatory approval | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.01 | 0.01 |
Probability of milestone payment | Regulatory approval | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 1 | 1 |
Fair Value Measurements - Allow
Fair Value Measurements - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Allowance for Loan and Lease Losses [Roll Forward] | ||
Beginning balance | $ 730 | |
Cumulative effect adjustment upon adoption of ASU 2016-13, Credit Losses | $ 575 | |
Provision for credit loss expense | 202 | 95 |
Ending balance | $ 932 | $ 670 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated other comprehensive income (loss) | ||
Beginning balance | $ 958,575 | $ 949,944 |
Reclassifications to: | ||
Cost of sales | (137,019) | (139,741) |
Interest expense | (1,537) | (3,144) |
Ending balance | 976,692 | 939,798 |
Accumulated Other Comprehensive Income (Loss) | ||
Accumulated other comprehensive income (loss) | ||
Beginning balance | (5,452) | (5,294) |
Other comprehensive income (loss) | (3,225) | (11,082) |
Income taxes | (189) | 1,842 |
Reclassifications to: | ||
Net other comprehensive income (loss) | (1,730) | (9,465) |
Ending balance | (7,182) | (14,759) |
Accumulated Other Comprehensive Income (Loss) | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassifications to: | ||
Revenue | 1,602 | (78) |
Cost of sales | (350) | 104 |
Interest expense | 432 | (251) |
Cash Flow Hedges | ||
Accumulated other comprehensive income (loss) | ||
Beginning balance | (6,940) | 218 |
Other comprehensive income (loss) | 1,237 | (6,957) |
Income taxes | (724) | 1,849 |
Reclassifications to: | ||
Net other comprehensive income (loss) | 2,197 | (5,333) |
Ending balance | (4,743) | (5,115) |
Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||
Reclassifications to: | ||
Revenue | 1,602 | (78) |
Cost of sales | (350) | 104 |
Interest expense | 432 | (251) |
Foreign Currency Translation | ||
Accumulated other comprehensive income (loss) | ||
Beginning balance | 1,488 | (5,512) |
Other comprehensive income (loss) | (4,462) | (4,125) |
Income taxes | 535 | (7) |
Reclassifications to: | ||
Net other comprehensive income (loss) | (3,927) | (4,132) |
Ending balance | $ (2,439) | $ (9,644) |