Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 26, 2022 | |
Cover page. | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2022 | |
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 | 56,919,405 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 51,481 | $ 67,750 |
Trade receivables - net of allowance for credit losses - 2022 - $8,018 and 2021 - $6,767 | 155,828 | 152,301 |
Other receivables | 10,827 | 17,763 |
Inventories | 246,660 | 221,922 |
Prepaid expenses and other current assets | 27,388 | 16,149 |
Prepaid income taxes | 3,515 | 3,550 |
Income tax refund receivables | 4,164 | 2,777 |
Total current assets | 499,863 | 482,212 |
Property and equipment: | ||
Land and land improvements | 25,699 | 25,287 |
Buildings | 186,976 | 190,044 |
Manufacturing equipment | 290,306 | 277,976 |
Furniture and fixtures | 63,380 | 61,446 |
Leasehold improvements | 49,962 | 46,341 |
Construction-in-progress | 59,783 | 51,182 |
Total property and equipment | 676,106 | 652,276 |
Less accumulated depreciation | (299,950) | (280,618) |
Property and equipment - net | 376,156 | 371,658 |
Other assets: | ||
Goodwill | 358,056 | 361,741 |
Deferred income tax assets | 5,467 | 6,080 |
Right-of-use operating lease assets | 64,700 | 65,913 |
Other assets | 44,388 | 41,421 |
Total other assets | 756,718 | 794,424 |
Total assets | 1,632,737 | 1,648,294 |
Current liabilities: | ||
Trade payables | 63,206 | 55,624 |
Accrued expenses | 124,504 | 159,014 |
Current portion of long-term debt | 11,250 | 8,438 |
Short-term operating lease liabilities | 10,310 | 10,668 |
Income taxes payable | 3,765 | 2,536 |
Total current liabilities | 213,035 | 236,280 |
Long-term debt | 205,412 | 234,397 |
Deferred income tax liabilities | 31,168 | 31,503 |
Long-term income taxes payable | 347 | 347 |
Liabilities related to unrecognized tax benefits | 932 | 932 |
Deferred compensation payable | 14,786 | 18,111 |
Deferred credits | 1,735 | 1,815 |
Long-term operating lease liabilities | 59,989 | 61,526 |
Other long-term obligations | 16,492 | 23,584 |
Total liabilities | 543,896 | 608,495 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock - 5,000 shares authorized as of September 30, 2022 and December 31, 2021; no shares issued | ||
Common stock, no par value; 100,000 shares authorized; issued and outstanding as of September 30, 2022 - 56,918 and December 31, 2021 - 56,570 | 658,198 | 641,533 |
Retained earnings | 447,372 | 406,257 |
Accumulated other comprehensive loss | (16,729) | (7,991) |
Total stockholders' equity | 1,088,841 | 1,039,799 |
Total liabilities and stockholders' equity | 1,632,737 | 1,648,294 |
Developed technology | ||
Other assets: | ||
Intangible assets | 245,282 | 276,833 |
Other | ||
Other assets: | ||
Intangible assets | $ 38,825 | $ 42,436 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Trade receivables, allowances | $ 8,018 | $ 6,767 |
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) | 56,918 | 56,570 |
Common stock shares outstanding (in shares) | 56,918 | 56,570 |
Developed technology | ||
Other assets: | ||
Intangibles, accumulated amortization | $ 263,990 | $ 234,016 |
Other | ||
Other assets: | ||
Intangibles, accumulated amortization | $ 68,308 | $ 65,053 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 287,175 | $ 267,021 | $ 857,566 | $ 796,259 |
Cost of sales | 158,602 | 146,527 | 473,019 | 439,732 |
Gross profit | 128,573 | 120,494 | 384,547 | 356,527 |
Operating expenses: | ||||
Selling, general and administrative | 89,780 | 86,474 | 259,282 | 259,061 |
Research and development | 19,221 | 16,974 | 55,074 | 50,841 |
Impairment charges | 0 | 0 | 1,672 | 4,283 |
Contingent consideration expense | 915 | 1,115 | 4,702 | 3,322 |
Acquired in-process research and development | 6,671 | |||
Total operating expenses | 109,916 | 104,563 | 327,401 | 317,507 |
Income from operations | 18,657 | 15,931 | 57,146 | 39,020 |
Other income (expense): | ||||
Interest income | 116 | 104 | 316 | 668 |
Interest expense | (1,831) | (1,233) | (4,180) | (4,156) |
Other income (expense) - net | 660 | (625) | (808) | (1,796) |
Total other expense - net | (1,055) | (1,754) | (4,672) | (5,284) |
Income before income taxes | 17,602 | 14,177 | 52,474 | 33,736 |
Income tax expense | 2,330 | 2,210 | 11,359 | 5,895 |
Net income | $ 15,272 | $ 11,967 | $ 41,115 | $ 27,841 |
Earnings per common share | ||||
Basic (in dollars per share) | $ 0.27 | $ 0.21 | $ 0.73 | $ 0.50 |
Diluted (in dollars per share) | $ 0.27 | $ 0.21 | $ 0.71 | $ 0.49 |
Weighted average shares outstanding | ||||
Basic (in shares) | 56,835 | 56,302 | 56,707 | 56,033 |
Diluted (in shares) | 57,586 | 57,549 | 57,573 | 57,274 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 15,272 | $ 11,967 | $ 41,115 | $ 27,841 |
Other comprehensive income (loss): | ||||
Cash flow hedges | 3,850 | 1,522 | 13,182 | 5,442 |
Income tax benefit (expense) | (942) | (377) | (3,226) | (1,349) |
Foreign currency translation adjustment | (9,003) | (2,873) | (18,775) | (5,535) |
Income tax benefit (expense) | 85 | 346 | 81 | 678 |
Total other comprehensive income (loss) | (6,010) | (1,382) | (8,738) | (764) |
Total comprehensive income | $ 9,262 | $ 10,585 | $ 32,377 | $ 27,077 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total |
Beginning balance at Dec. 31, 2020 | $ 606,224 | $ 357,803 | $ (5,452) | $ 958,575 |
Beginning balance (in shares) at Dec. 31, 2020 | 55,623 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 10,958 | 10,958 | ||
Other comprehensive income (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 | |||
Beginning balance at Dec. 31, 2020 | $ 606,224 | 357,803 | (5,452) | 958,575 |
Beginning balance (in shares) at Dec. 31, 2020 | 55,623 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 27,841 | |||
Other comprehensive income (loss) | (764) | |||
Shares surrendered in exchange for exercise of stock options | (179) | |||
Ending balance at Sep. 30, 2021 | $ 633,948 | 385,644 | (6,216) | 1,013,376 |
Ending balance (in shares) at Sep. 30, 2021 | 56,452 | |||
Beginning balance at Mar. 31, 2021 | $ 615,113 | 368,761 | (7,182) | 976,692 |
Beginning balance (in shares) at Mar. 31, 2021 | 55,933 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 4,916 | 4,916 | ||
Other comprehensive income (loss) | 2,348 | 2,348 | ||
Stock-based compensation expense | $ 2,765 | 2,765 | ||
Options exercised | $ 5,455 | 5,455 | ||
Options exercised (in shares) | 253 | |||
Issuance of common stock under Employee Stock Purchase Plan | $ 258 | 258 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 4 | |||
Shares issued from time-vested restricted stock units (in shares) | 34 | |||
Ending balance at Jun. 30, 2021 | $ 623,591 | 373,677 | (4,834) | 992,434 |
Ending balance (in shares) at Jun. 30, 2021 | 56,224 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 11,967 | 11,967 | ||
Other comprehensive income (loss) | (1,382) | (1,382) | ||
Stock-based compensation expense | $ 4,411 | 4,411 | ||
Options exercised | $ 5,806 | 5,806 | ||
Options exercised (in shares) | 225 | |||
Issuance of common stock under Employee Stock Purchase Plan | $ 314 | 314 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 5 | |||
Shares surrendered in exchange for payment of payroll tax liabilities | $ (88) | (88) | ||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (1) | |||
Shares surrendered in exchange for exercise of stock options | $ (86) | (86) | ||
Shares surrendered in exchange for exercise of stock options (in shares) | (1) | |||
Ending balance at Sep. 30, 2021 | $ 633,948 | 385,644 | (6,216) | 1,013,376 |
Ending balance (in shares) at Sep. 30, 2021 | 56,452 | |||
Beginning balance at Dec. 31, 2021 | $ 641,533 | 406,257 | (7,991) | $ 1,039,799 |
Beginning balance (in shares) at Dec. 31, 2021 | 56,570 | 56,570 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 10,545 | $ 10,545 | ||
Other comprehensive income (loss) | 1,338 | 1,338 | ||
Stock-based compensation expense | $ 4,212 | 4,212 | ||
Options exercised | $ 1,320 | 1,320 | ||
Options exercised (in shares) | 52 | |||
Issuance of common stock under Employee Stock Purchase Plan | $ 320 | 320 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 5 | |||
Shares issued from time-vested restricted stock units (in shares) | 44 | |||
Shares surrendered in exchange for payment of payroll tax liabilities | $ (1,015) | (1,015) | ||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (16) | |||
Ending balance at Mar. 31, 2022 | $ 646,370 | 416,802 | (6,653) | 1,056,519 |
Ending balance (in shares) at Mar. 31, 2022 | 56,655 | |||
Beginning balance at Dec. 31, 2021 | $ 641,533 | 406,257 | (7,991) | $ 1,039,799 |
Beginning balance (in shares) at Dec. 31, 2021 | 56,570 | 56,570 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | $ 41,115 | |||
Other comprehensive income (loss) | (8,738) | |||
Shares surrendered in exchange for exercise of stock options | (898) | |||
Ending balance at Sep. 30, 2022 | $ 658,198 | 447,372 | (16,729) | $ 1,088,841 |
Ending balance (in shares) at Sep. 30, 2022 | 56,918 | 56,918 | ||
Beginning balance at Mar. 31, 2022 | $ 646,370 | 416,802 | (6,653) | $ 1,056,519 |
Beginning balance (in shares) at Mar. 31, 2022 | 56,655 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 15,298 | 15,298 | ||
Other comprehensive income (loss) | (4,066) | (4,066) | ||
Stock-based compensation expense | $ 3,952 | 3,952 | ||
Options exercised | $ 1,303 | 1,303 | ||
Options exercised (in shares) | 58 | |||
Issuance of common stock under Employee Stock Purchase Plan | $ 301 | 301 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 6 | |||
Shares issued from time-vested restricted stock units (in shares) | 26 | |||
Ending balance at Jun. 30, 2022 | $ 651,926 | 432,100 | (10,719) | 1,073,307 |
Ending balance (in shares) at Jun. 30, 2022 | 56,745 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income | 15,272 | 15,272 | ||
Other comprehensive income (loss) | (6,010) | (6,010) | ||
Stock-based compensation expense | $ 3,893 | 3,893 | ||
Options exercised | $ 4,141 | 4,141 | ||
Options exercised (in shares) | 201 | |||
Issuance of common stock under Employee Stock Purchase Plan | $ 246 | 246 | ||
Issuance of common stock under Employee Stock Purchase Plans (in shares) | 5 | |||
Shares surrendered in exchange for payment of payroll tax liabilities | $ (1,110) | (1,110) | ||
Shares surrendered in exchange for payment of payroll tax liabilities (in shares) | (18) | |||
Shares surrendered in exchange for exercise of stock options | $ (898) | (898) | ||
Shares surrendered in exchange for exercise of stock options (in shares) | (15) | |||
Ending balance at Sep. 30, 2022 | $ 658,198 | $ 447,372 | $ (16,729) | $ 1,088,841 |
Ending balance (in shares) at Sep. 30, 2022 | 56,918 | 56,918 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 41,115 | $ 27,841 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 61,312 | 63,173 |
Loss on disposition of business | 1,389 | |
Loss on sale or abandonment of property and equipment | 196 | 630 |
Write-off of certain intangible assets and other long-term assets | 1,733 | 4,412 |
Acquired in-process research and development | 6,671 | |
Amortization of right-of-use operating lease assets | 7,819 | 8,941 |
Adjustments and payments related to contingent consideration liability | 2,888 | 3,322 |
Amortization of deferred credits | (81) | (81) |
Amortization of long-term debt issuance costs | 453 | 453 |
Stock-based compensation expense | 13,691 | 11,589 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||
Trade receivables | (9,063) | (6,180) |
Other receivables | 5,669 | (3,173) |
Inventories | (30,735) | (11,180) |
Prepaid expenses and other current assets | (4,186) | (6,251) |
Income tax refund receivables | (1,713) | 960 |
Other assets | 1,848 | (3,638) |
Trade payables | 9,752 | 1,181 |
Accrued expenses | (8,861) | 19,575 |
Income taxes payable | (1,374) | (1,600) |
Deferred compensation payable | (3,325) | 606 |
Operating lease liabilities | (8,406) | (9,365) |
Other long-term obligations | (509) | 201 |
Total adjustments | 45,168 | 73,575 |
Net cash, cash equivalents, and restricted cash provided by operating activities | 86,283 | 101,416 |
Capital expenditures for: | ||
Property and equipment | (32,539) | (19,612) |
Intangible assets | (1,909) | (2,121) |
Proceeds from the sale of property and equipment | 63 | 1,037 |
Payments from disposition of business | (971) | |
Cash paid in acquisitions, net of cash acquired | (4,712) | (1,858) |
Net cash, cash equivalents, and restricted cash used in investing activities | (40,068) | (22,554) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 6,733 | 17,814 |
Proceeds from issuance of long-term debt | 172,336 | 73,251 |
Payments on long-term debt | (198,593) | (145,876) |
Contingent payments related to acquisitions | (32,862) | (10,579) |
Payment of taxes related to an exchange of common stock | (2,125) | (576) |
Net cash, cash equivalents, and restricted cash used in financing activities | (54,511) | (65,966) |
Effect of exchange rates on cash, cash equivalents, and restricted cash | (5,862) | (908) |
Net increase (decrease) in cash, cash equivalents and restricted cash | (14,158) | 11,988 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Beginning of period | 67,750 | 56,916 |
End of period | 53,592 | 68,904 |
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH TO THE CONSOLIDATED BALANCE SHEETS: | ||
Cash and cash equivalents | 51,481 | 68,904 |
Restricted cash reported in prepaid expenses and other current assets | $ 2,111 | |
Restricted Cash and Cash Equivalents, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | |
Total cash, cash equivalents and restricted cash | $ 53,592 | 68,904 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest (net of capitalized interest of $565 and $345, respectively) | 4,087 | 4,155 |
Income taxes | 14,013 | 6,166 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment purchases in accounts payable | 1,899 | 2,842 |
Acquisition purchases in accrued expenses and other long-term obligations | (4,526) | |
Merit common stock surrendered (15 and 3 shares, respectively) in exchange for exercise of stock options | 898 | 179 |
Right-of-use operating lease assets obtained in exchange for operating lease liabilities | $ 8,948 | $ 827 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Cash Flows [Abstract] | ||
Net capitalized interest | $ 565 | $ 345 |
Common stock surrendered in exchange for exercise of stock options (in shares) | 15 | 3 |
Basis of Presentation and Other
Basis of Presentation and Other Items | 9 Months Ended |
Sep. 30, 2022 | |
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 | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Recently Issued Financial Accounting Standards | 2. Recently Issued Financial Accounting Standards. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions in accounting for modifications of contracts that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which amended the scope of ASU 2020-04. ASU 2020-04 and ASU 2021-01 became effective as of March 12, 2020, and he provisions of these updates may be applied prospectively to transactions through December 31, 2022, when reference rate reform activity is expected to be completed. As of September 30, 2022, we had not modified any contracts as a result of reference rate reform. W e are currently assessing the anticipated impact of these standards on our consolidated financial statements. 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 | 9 Months Ended |
Sep. 30, 2022 | |
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 2021 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 and nine-month periods ended September 30, 2022 and 2021 (in thousands): Three Months Ended Three Months Ended September 30, 2022 September 30, 2021 United States International Total United States International Total Cardiovascular Peripheral Intervention $ 67,200 $ 43,498 $ 110,698 $ 61,282 $ 39,777 $ 101,059 Cardiac Intervention 33,194 53,654 86,848 30,562 49,251 79,813 Custom Procedural Solutions 27,078 18,614 45,692 27,895 21,540 49,435 OEM 29,425 6,286 35,711 25,025 4,372 29,397 Total 156,897 122,052 278,949 144,764 114,940 259,704 Endoscopy Endoscopy Devices 7,674 552 8,226 6,741 576 7,317 Total $ 164,571 $ 122,604 $ 287,175 $ 151,505 $ 115,516 $ 267,021 Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 United States International Total United States International Total Cardiovascular Peripheral Intervention $ 195,095 $ 132,331 $ 327,426 $ 181,383 $ 118,190 $ 299,573 Cardiac Intervention 95,652 162,257 257,909 93,030 147,173 240,203 Custom Procedural Solutions 80,951 60,096 141,047 80,179 63,313 143,492 OEM 87,269 18,904 106,173 75,335 14,399 89,734 Total 458,967 373,588 832,555 429,927 343,075 773,002 Endoscopy Endoscopy Devices 23,270 1,741 25,011 21,721 1,536 23,257 Total $ 482,237 $ 375,329 $ 857,566 $ 451,648 $ 344,611 $ 796,259 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 4. Acquisitions. On April 30, 2022, we acquired the Restore Endosystems Bifurcated Stent System pursuant to the terms of a unit purchase agreement we executed with the members of Restore Endosystems, LLC (“Restore Endosystems”). Pursuant to the terms and conditions of the unit purchase agreement, we paid $3 million in cash at closing. We also accrued $3.5 million of other long-term obligations, which represents the fair value of two separate $2 million payments which are payable no later than two and four years following the closing of the acquisition, respectively, or earlier upon the achievement of specified milestones. We impute interest on these liabilities with the passage of time. We have accounted for this transaction as an asset purchase and recorded $6.5 million of acquired in-process research and development expense, because the technological feasibility of the underlying research and development project has not yet been reached and such technology had no identified future alternative use as of the date of acquisition. During April 2022, we paid $1.4 million to acquire shares of series A preferred stock of Fluidx Medical Technology, Inc. ("Fluidx"), owner of certain technology proposed to be used in the development of embolic and adhesive agents for use in arterial, venous, vascular graft and cardiovascular applications inside and outside the heart and related appendages. We had previously purchased, and continue to hold, $4.7 million of participating preferred shares of Fluidx. Our investments have been recorded as equity investments accounted for at cost and reflected within other assets in the accompanying consolidated balance sheets because we are not able to exercise significant influence over the operations of Fluidx. Our total current investment in Fluidx represents an ownership of approximately 17% of its outstanding capital stock. During the three-month period ended September 30, 2022, we met the criteria requiring the final payment pursuant to our asset purchase agreement with QX Medical, LLC executed on December 15, 2011, for the acquisition of the intellectual property rights to certain support guide catheter technology. As of September 30, 2022, we recorded a liability of $1.0 million within accrued expenses based upon our obligation to pay the sales milestone payment in accordance with the terms of the asset purchase agreement and capitalized a developed technology intangible asset. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories. Inventories at September 30, 2022 and December 31, 2021, consisted of the following (in thousands): September 30, 2022 December 31, 2021 Finished goods $ 134,686 $ 132,403 Work-in-process 32,470 22,160 Raw materials 79,504 67,359 Total inventories $ 246,660 $ 221,922 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
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 nine-month period ended September 30, 2022 is detailed as follows (in thousands): 2022 Goodwill balance at January 1 $ 361,741 Effect of foreign exchange (3,685) Goodwill balance at September 30 $ 358,056 Total accumulated goodwill impairment losses aggregated $8.3 million as of September 30, 2022 and December 31, 2021. We did not have any goodwill impairments for the nine-month periods ended September 30, 2022 and 2021. The total goodwill balances as of September 30, 2022 and December 31, 2021 were related to our cardiovascular segment. Other intangible assets at September 30, 2022 and December 31, 2021 consisted of the following (in thousands): September 30, 2022 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 28,179 $ (9,724) $ 18,455 Distribution agreements 3,250 (2,664) 586 License agreements 11,029 (6,967) 4,062 Trademarks 30,194 (17,189) 13,005 Customer lists 34,481 (31,764) 2,717 Total $ 107,133 $ (68,308) $ 38,825 December 31, 2021 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 26,349 $ (8,315) $ 18,034 Distribution agreements 3,250 (2,519) 731 License agreements 12,663 (7,768) 4,895 Trademarks 30,242 (15,256) 14,986 Customer lists 34,985 (31,195) 3,790 Total $ 107,489 $ (65,053) $ 42,436 Aggregate amortization expense for the three and nine-month periods ended September 30, 2022 was $12.1 million and $36.3 million, respectively. Aggregate amortization expense for the three and nine-month periods ended September 30, 2021 was $12.4 million and $37.3 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. September 30, 2022 During the nine-month period ended September 30, 2021, we identified indicators of impairment associated with certain acquired intangible assets based on our qualitative assessment, which led us to complete an interim quantitative impairment assessment. During the nine-month period ended September 30, 2021, the primary indicator of impairment was our planned discontinuance of the Advocate™ Peripheral Angioplasty Balloon product line, sold under our license agreements with ArraVasc Limited (“ArraVasc”). We recorded an impairment charge for the remaining carrying value of ArraVasc intangible assets of approximately $1.6 million during the nine-month period ended September 30, 2021 , all of which pertained to our cardiovascular segment. Estimated amortization expense for developed technology and other intangible assets for the next five years consisted of the following as of September 30, 2022 (in thousands): Year Ending December 31, Estimated Amortization Expense Remaining 2022 $ 12,121 2023 47,414 2024 44,330 2025 42,434 2026 31,860 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. Income Taxes. On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law. We currently do not anticipate the recently enacted law, including the corporate alternative minimum tax, one percent excise tax on stock repurchases, or tax incentives to promote clean energy, to have a material impact on our consolidated financial statements. |
Revolving Credit Facility and L
Revolving Credit Facility and Long-Term Debt | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021, consisted of the following (in thousands): September 30, 2022 December 31, 2021 Term loans $ 127,500 $ 133,125 Revolving credit loans 89,368 110,000 Less unamortized debt issuance costs (206) (290) Total long-term debt 216,662 242,835 Less current portion 11,250 8,438 Long-term portion $ 205,412 $ 234,397 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 amended and restated 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 of 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 September 30, 2022. As of September 30, 2022, we had outstanding borrowings of $216.9 million and issued letter of credit guarantees of $1.9 million under the Third Amended Credit Agreement, with additional available borrowings of approximately $509 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 September 30, 2022 was a fixed rate of 2.71% with respect to $75 million of the principal amount, as a result of an interest rate swap (see Note 9), and a variable floating rate of 4.12% with respect to $141.9 million of the principal amount. Our interest rate as of December 31, 2021 was a fixed rate of 2.71% on $75 million as a result of an interest rate swap and a variable floating rate of 1.10% on $168.1 million. The foregoing fixed rates do not reflect potential future changes in the applicable margin. Future minimum principal payments on our long-term debt, as of September 30, 2022, were as follows (in thousands): Years Ending Future Minimum December 31, Principal Payments Remaining 2022 $ 2,812 2023 11,250 2024 202,806 Total future minimum principal payments $ 216,868 |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2022 | |
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 derivative instruments 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 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 on that portion of our borrowings under the Third Amended Credit Agreement 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 reset, the swap is settled with the counterparty, and interest is paid. On September 30, 2022 and December 31, 2021, our interest rate swap qualified as a cash flow hedge. The fair value of our interest rate swap on September 30, 2022 was an asset of $3.4 million, which was partially offset by ($0.8) million in deferred taxes. The fair value of our interest rate swap on December 31, 2021 was a liability of ($1.4) million, partially offset by $0.4 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 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 100 cash flow foreign currency hedges every month. As of September 30, 2022 and December 31, 2021, we had entered into foreign currency forward contracts, which qualified as cash flow hedges, with aggregate notional amounts of $72.8 million and $123.0 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 50 foreign currency fair value hedges every month. As of September 30, 2022 and December 31, 2021, we had entered into foreign currency forward contracts related to those balance sheet accounts with aggregate notional amounts of $79.3 million and $86.0 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 September 30, 2022 December 31, 2021 Assets Interest rate swaps Other assets (long-term) $ 3,439 $ — Foreign currency forward contracts Prepaid expenses and other assets 5,969 1,326 Foreign currency forward contracts Other assets (long-term) 695 179 (Liabilities) Interest rate swaps Other long-term obligations — (1,447) Foreign currency forward contracts Accrued expenses (1,324) (2,288) Foreign currency forward contracts Other long-term obligations (35) (502) Fair Value of Derivative Instruments Not Designated as Hedging Instruments Balance Sheet Location September 30, 2022 December 31, 2021 Assets Foreign currency forward contracts Prepaid expenses and other assets $ 3,206 $ 736 (Liabilities) Foreign currency forward contracts Accrued expenses (1,474) (856) 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, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): Amount of Gain/(Loss) Consolidated Statements Amount of Gain/(Loss) Recognized in OCI of Income Reclassified from AOCI Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, Derivative instrument 2022 2021 Location in statements of income 2022 2021 2022 2021 Interest rate swaps $ 1,504 $ (18) Interest expense $ (1,831) $ (1,233) $ 94 $ (319) Foreign currency forward contracts 3,491 33 Revenue 287,175 267,021 1,491 (1,500) Cost of sales (158,602) (146,527) (440) 312 Amount of Gain/(Loss) Consolidated Statements Amount of Gain/(Loss) Recognized in OCI of Income Reclassified from AOCI Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Derivative instrument 2022 2021 Location in statements of income 2022 2021 2022 2021 Interest rate swaps $ 4,507 $ 619 Interest expense $ (4,180) $ (4,156) $ (379) $ (1,198) Foreign currency forward contracts 8,713 (83) Revenue 857,566 796,259 1,303 (4,674) Cost of sales (473,019) (439,732) (886) 966 As of September 30, 2022, $5.5 million, or $4.2 million after taxes, was expected to be reclassified from AOCI to earnings in revenue and cost of sales over the succeeding twelve months. As of September 30, 2022, $1.9 million, or $1.5 million after taxes, was expected to be reclassified from AOCI to earnings in interest expense over the succeeding twelve months. Derivative Instruments Not Designated as Hedging Instruments The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Derivative Instrument Location in statements of income 2022 2021 2022 2021 Foreign currency forward contracts Other income (expense) — net $ 1,034 $ 39 $ 1,212 $ (709) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies. Litigation. Shareholder Derivative Action On June 3, 2021, Steffen Maute filed a complaint, derivatively on behalf of Merit, against Merit (as a nominal defendant), our Chief Executive Officer, our Chief Financial Officer, our former President of Europe, Middle East and Africa (“EMEA,”) and certain of our directors in the United States District Court for the District of Utah (Case No. 2:21-cv-00346-DBP). The derivative complaint alleges that the individual defendants violated their fiduciary duties owed to Merit and were unjustly enriched at the expense of and to the detriment of Merit between February 2019 and October 2019, and seeks unspecified damages, costs, and professional fees. The parties have negotiated a tentative agreement to settle the dispute; however, that agreement is not final and remains subject to court approval. As currently proposed, the settlement would result in an expense to Merit of $1.0 million. The estimated expense associated with the tentative settlement has been reflected in our financial results reported for the nine-month period ended September 30, 2022. On October 18, 2022, the court entered an order preliminarily approving the settlement and providing for notice to the Company’s shareholders, subject to further consideration at a settlement hearing scheduled for February 16, 2023. SEC Inquiry We received a request from the Division of Enforcement of the U.S, Securities and Exchange Commission (“SEC”) seeking the voluntary production of information relating to the business activities of Merit’s subsidiary in China, including interactions with hospitals and health care officials in China. We are cooperating with this request and investigating the matter and, at this time, are unable to predict the scope, timing, significance or outcome of this matter. Legal costs for proceedings, legal actions and claims discussed above, such as outside counsel fees and expenses, are charged to expense in the period(s) incurred. |
Earnings Per Common Share (EPS)
Earnings Per Common Share (EPS) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share (EPS) | 11. Earnings Per Common Share (EPS). The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the three and nine-month periods ended September 30, 2022 and 2021 consisted of the following (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net income $ 15,272 $ 11,967 $ 41,115 $ 27,841 Average common shares outstanding 56,835 56,302 56,707 56,033 Basic EPS $ 0.27 $ 0.21 $ 0.73 $ 0.50 Average common shares outstanding 56,835 56,302 56,707 56,033 Effect of dilutive stock awards 751 1,247 866 1,241 Total potential shares outstanding 57,586 57,549 57,573 57,274 Diluted EPS $ 0.27 $ 0.21 $ 0.71 $ 0.49 Equity awards excluded as the impact was anti-dilutive (1) 1,641 419 1,612 815 (1) Does not reflect the impact of incremental repurchases under the treasury stock method. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Employee Stock Purchase Plan, Stock Options and Warrants | 12. Stock-Based Compensation Expense. Stock-based compensation expense before income tax expense for the three and nine-month periods ended September 30, 2022 and 2021 consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Cost of sales Nonqualified stock options $ 150 $ 383 $ 1,247 $ 1,019 Research and development Nonqualified stock options 476 355 1,412 910 Selling, general and administrative Nonqualified stock options 2,166 2,071 5,297 4,512 Performance-based restricted stock units 647 1,193 2,719 2,896 Restricted stock units 454 409 1,382 1,149 Cash-settled performance-based share-based awards ("Liability Awards") 705 446 1,634 1,103 Total selling, general and administrative 3,972 4,119 11,032 9,660 Stock-based compensation expense before taxes $ 4,598 $ 4,857 $ 13,691 $ 11,589 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. Nonqualified Stock Options During the nine-month periods ended September 30, 2022 and 2021, we granted stock options representing 203,606 and 656,350 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: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.4% - 3.4% 0.5% - 0.7% Expected option term 4.0 years 4.0 years Expected dividend yield — — Expected price volatility 46.2% - 47.4% 46.3% - 46.7% 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 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. As of September 30, 2022, the total remaining unrecognized compensation cost related to non-vested stock options was $22.0 million, which was expected to be recognized over a weighted average period of 2.3 years. Stock-Settled Performance-Based Restricted Stock Units (“Performance Stock Units”) During the nine-month periods ended September 30, 2022 and 2021, we granted performance stock units to certain of our executive officers which represent up to 120,710 and 128,883 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: Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.6% - 2.7% 0.1% - 0.3% Performance period 2.6 - 2.8 years 1.8 - 2.8 years Expected dividend yield — — Expected price volatility 38.5% - 46.2% 43.7% - 49.3% The risk-free interest rate of return was determined using the U.S. Treasury rate at the time of grant with a term equal to the expected term of the award. The expected volatility was based on the weighted average volatility of our stock price and the average volatility of our compensation peer group's stock price. 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 adjustments 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 September 30, 2022, the total remaining unrecognized compensation cost related to stock-settled performance stock units was $6.5 million, which is expected to be recognized over a weighted average period of 1.7 years. Liability Awards During the nine-month periods ended September 30, 2022 and 2021, we granted liability awards to our Chief Executive Officer with total target cash incentives, each in the amount of $1.0 million. These awards entitle him to a target cash payment based upon attaining targeted levels of FCF and rTSR, 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 obligations within our consolidated balance sheet. As of September 30, 2022, the total remaining unrecognized compensation cost related to cash-settled performance-based share-based awards was $2.7 million, which is expected to be recognized over a weighted average period of 1.9 years. Restricted Stock Units During the nine-month periods ended September 30, 2022 and 2021, we granted restricted stock units to our non-employee directors representing 30,500 and 26,226 shares of our common stock, respectively. 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 September 30, 2022, the total remaining unrecognized compensation cost related to restricted stock units was $1.2 million, which will be recognized over the remaining vesting period. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
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 income from operations. Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three and nine-month periods ended September 30, 2022 and 2021, were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net sales Cardiovascular $ 278,949 $ 259,704 $ 832,555 $ 773,002 Endoscopy 8,226 7,317 25,011 23,257 Total net sales 287,175 267,021 857,566 796,259 Income from operations Cardiovascular 17,435 14,411 51,836 33,389 Endoscopy 1,222 1,520 5,310 5,631 Total income from operations 18,657 15,931 57,146 39,020 Total other expense — net (1,055) (1,754) (4,672) (5,284) Income tax expense 2,330 2,210 11,359 5,895 Net income $ 15,272 $ 11,967 $ 41,115 $ 27,841 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021 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 September 30, 2022 (Level 1) (Level 2) (Level 3) Interest rate contract asset, long-term (1) $ 3,439 $ — $ 3,439 $ — Foreign currency contract assets, current and long-term (2) $ 9,870 $ — $ 9,870 $ — Foreign currency contract liabilities, current and long-term (3) $ (2,833) $ — $ (2,833) $ — Contingent consideration liabilities $ (18,250) $ — $ — $ (18,250) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Interest rate contract liability, long-term (1) $ (1,447) $ — $ (1,447) $ — Foreign currency contract assets, current and long-term (2) $ 2,241 $ — $ 2,241 $ — Foreign currency contract liabilities, current and long-term (3) $ (3,646) $ — $ (3,646) $ — Contingent consideration liabilities $ (48,234) $ — $ — $ (48,234) (1) The fair value of the interest rate contract is determined using Level 2 fair value inputs and is reported with other long-term assets or other long-term obligations in the consolidated balance sheets. (2) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid 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 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 and nine-month periods ended September 30, 2022 and 2021 consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Beginning balance $ 17,426 $ 57,477 $ 48,234 $ 55,750 Contingent consideration expense 915 1,115 4,702 3,322 Contingent payments made (91) (10,090) (34,676) (10,579) Effect of foreign exchange — (19) (10) (10) Ending balance $ 18,250 $ 48,483 $ 18,250 $ 48,483 As of September 30, 2022, $5.5 million in contingent consideration liability was included in other long-term obligations and $12.8 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. As of December 31, 2021, $13.5 million in contingent consideration liability was included in other long-term obligations and $34.7 million in contingent consideration liability was included in accrued expenses in our consolidated balance sheet. Payments related to the settlement of the contingent consideration liability recognized at fair value as of the applicable acquisition date of $32.9 million and $10.6 million for the nine-month periods ended September 30, 2022 and 2021, respectively, have been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. Payments related to increases in the contingent consideration liability subsequent to the date of acquisition of $1.8 million for the nine-month period ended September 30, 2022 are reflected as operating cash flows. The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at September 30, 2022 and December 31, 2021 (amounts in thousands): Fair value at September 30, Valuation Weighted Contingent consideration liability 2022 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 2,322 Discounted cash flow Discount rate 14% - 17% 15.9% Projected year of payments 2022-2034 2026 Revenue milestones contingent liability $ 12,551 Monte Carlo simulation Discount rate 7.5% - 14% 7.6% Projected year of payments 2022-2032 2023 Regulatory approval contingent liability $ 3,377 Scenario-based method Discount rate 5.7% Probability of milestone payment 80% Projected year of payment 2024-2025 2025 Fair value at December 31, Valuation Weighted Contingent consideration liability 2021 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 2,870 Discounted cash flow Discount rate 13% - 16% 14.7% Projected year of payments 2022-2034 2026 Revenue milestones contingent liability $ 41,671 Monte Carlo simulation Discount rate 7.5% - 12.5% 8.2% Projected year of payments 2022-2031 2022 Regulatory approval contingent liability $ 3,693 Scenario-based method Discount rate 2.6% Probability of milestone payment 80% Projected year of payment 2024-2025 2025 (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 nine-month period ended September 30, 2022, we made contingent payments of $1.6 million to a former director of Merit and former shareholder of Cianna Medical, Inc. (“Cianna Medical”), which we acquired in 2018. We made no such payments during the nine-month period ended September 30, 2021. 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 former Merit director may be eligible for additional payments for the achievement of sales milestones specified in our merger agreement with Cianna Medical. Fair Value of Other Assets (Liabilities) 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. We analyze our investments in privately-held companies to determine if they should be accounted for using the equity method based on our ability to exercise significant influence over operating and financial policies of the company in which we have invested. Investments not accounted for under the equity method of accounting are accounted for at cost minus impairment, if applicable, plus or minus changes in valuation resulting from observable transactions for identical or similar investments. 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. Such assets are reported at carrying value and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Fair value is generally determined based on discounted future cash flow. All our nonrecurring valuations use significant unobservable inputs and therefore fall under Level 3 of the fair value hierarchy. Intangible Assets. September 30, 2022 During the nine-month period ended September 30, 2021 we had losses related to acquired intangible assets of $1.6 million (see note 6). Right of Use Operating Lease Assets. During the nine-month period ended September 30, 2021, we identified changes in events and circumstances relating to certain right-of-use (“ROU”) operating lease assets. We compared the anticipated undiscounted cash flows generated by a sublease to the carrying value of the ROU operating lease and related long-lived assets and determined that the carrying values were not recoverable. Consequently, we recorded impairment losses in the nine-month period ended September 30, 2021 of approximately $1.4 million, which is equal to the excess of the carrying value of the assets over their estimated fair value. The impairment losses were driven primarily by site consolidation decisions and changes in our projected cash flows for the ROU operating lease assets and related long-lived assets, due to changes in the real estate market as a result of the COVID-19 pandemic. These changes included an increase in the anticipated time to identify lessees, an increase in anticipated lease concessions, and a decrease in the expected lease rates for the properties. The ROU operating lease asset impairment losses in 2021 pertained to our cardiovascular segment. We had no such losses during the three and nine-month periods ended September 30, 2022. Property and Equipment. During the three and nine-month periods ended September 30, 2021, we had losses of $1.3 million related to the measurement of property and equipment at fair value based on the discontinuance of the Advocate™ Peripheral Angioplasty Balloon product line, sold under our license agreements with ArraVasc, which pertained to our cardiovascular segment. Notes Receivable Our outstanding long-term notes receivable, including accrued interest and an allowance for current expected credit losses, were $2.4 million and $2.3 million as of September 30, 2022, and December 31, 2021, respectively. As of September 30, 2022 and December 31, 2021, we had an allowance for current expected credit losses of $0.2 million and $0.2 million, respectively, associated with these notes receivable. 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. The table below presents a rollforward of the allowance for current expected credit losses on our notes receivable for the three and nine-month periods ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Beginning balance $ 192 $ 1,107 $ 199 $ 730 Provision for credit loss expense (6) 113 (13) 490 Ending balance $ 186 $ 1,220 $ 186 $ 1,220 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 30, 2022 | |
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 June 30, 2022 $ 4,584 $ (15,303) $ (10,719) Other comprehensive income (loss) 4,995 (9,003) (4,008) Income taxes (942) 85 (857) Reclassifications to: Revenue (1,491) (1,491) Cost of sales 440 440 Interest expense (94) (94) Net other comprehensive income (loss) 2,908 (8,918) (6,010) Balance as of September 30, 2022 $ 7,492 $ (24,221) $ (16,729) Cash Flow Hedges Foreign Currency Translation Total Balance as of June 30, 2021 $ (3,992) $ (842) $ (4,834) Other comprehensive income (loss) 15 (2,873) (2,858) Income taxes (377) 346 (31) Reclassifications to: Revenue 1,500 1,500 Cost of sales (312) (312) Interest expense 319 319 Net other comprehensive income (loss) 1,145 (2,527) (1,382) Balance as of September 30, 2021 $ (2,847) $ (3,369) $ (6,216) Cash Flow Hedges Foreign Currency Translation Total Balance as of December 31, 2021 $ (2,464) $ (5,527) $ (7,991) Other comprehensive income (loss) 13,220 (17,739) (4,519) Income taxes (3,226) 81 (3,145) Reclassifications to: Revenue (1,303) (1,303) Cost of sales 886 886 Interest expense 379 379 Other expense — net (1,036) (1,036) Net other comprehensive income (loss) 9,956 (18,694) (8,738) Balance as of September 30, 2022 $ 7,492 $ (24,221) $ (16,729) Cash Flow Hedges Foreign Currency Translation Total Balance as of December 31, 2020 $ (6,940) $ 1,488 $ (5,452) Other comprehensive income (loss) 536 (5,535) (4,999) Income taxes (1,349) 678 (671) Reclassifications to: Revenue 4,674 4,674 Cost of sales (966) (966) Interest expense 1,198 1,198 Net other comprehensive income (loss) 4,093 (4,857) (764) Balance as of September 30, 2021 $ (2,847) $ (3,369) $ (6,216) |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Other Items | Basis of Presentation and Other Items. |
Recently Issued Financial Accounting Standards | Recently Issued Financial Accounting Standards. In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides temporary optional expedients and exceptions in accounting for modifications of contracts that reference the London interbank offered rate (“LIBOR”) or another reference rate expected to be discontinued as a result of reference rate reform. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope , which amended the scope of ASU 2020-04. ASU 2020-04 and ASU 2021-01 became effective as of March 12, 2020, and he provisions of these updates may be applied prospectively to transactions through December 31, 2022, when reference rate reform activity is expected to be completed. As of September 30, 2022, we had not modified any contracts as a result of reference rate reform. W e are currently assessing the anticipated impact of these standards on our consolidated 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 2021 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 derivative instruments 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 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 on that portion of our borrowings under the Third Amended Credit Agreement 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 reset, the swap is settled with the counterparty, and interest is paid. On September 30, 2022 and December 31, 2021, our interest rate swap qualified as a cash flow hedge. The fair value of our interest rate swap on September 30, 2022 was an asset of $3.4 million, which was partially offset by ($0.8) million in deferred taxes. The fair value of our interest rate swap on December 31, 2021 was a liability of ($1.4) million, partially offset by $0.4 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 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) | 9 Months Ended |
Sep. 30, 2022 | |
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 and nine-month periods ended September 30, 2022 and 2021 (in thousands): Three Months Ended Three Months Ended September 30, 2022 September 30, 2021 United States International Total United States International Total Cardiovascular Peripheral Intervention $ 67,200 $ 43,498 $ 110,698 $ 61,282 $ 39,777 $ 101,059 Cardiac Intervention 33,194 53,654 86,848 30,562 49,251 79,813 Custom Procedural Solutions 27,078 18,614 45,692 27,895 21,540 49,435 OEM 29,425 6,286 35,711 25,025 4,372 29,397 Total 156,897 122,052 278,949 144,764 114,940 259,704 Endoscopy Endoscopy Devices 7,674 552 8,226 6,741 576 7,317 Total $ 164,571 $ 122,604 $ 287,175 $ 151,505 $ 115,516 $ 267,021 Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 United States International Total United States International Total Cardiovascular Peripheral Intervention $ 195,095 $ 132,331 $ 327,426 $ 181,383 $ 118,190 $ 299,573 Cardiac Intervention 95,652 162,257 257,909 93,030 147,173 240,203 Custom Procedural Solutions 80,951 60,096 141,047 80,179 63,313 143,492 OEM 87,269 18,904 106,173 75,335 14,399 89,734 Total 458,967 373,588 832,555 429,927 343,075 773,002 Endoscopy Endoscopy Devices 23,270 1,741 25,011 21,721 1,536 23,257 Total $ 482,237 $ 375,329 $ 857,566 $ 451,648 $ 344,611 $ 796,259 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at September 30, 2022 and December 31, 2021, consisted of the following (in thousands): September 30, 2022 December 31, 2021 Finished goods $ 134,686 $ 132,403 Work-in-process 32,470 22,160 Raw materials 79,504 67,359 Total inventories $ 246,660 $ 221,922 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in carrying amount of goodwill | The change in the carrying amount of goodwill for the nine-month period ended September 30, 2022 is detailed as follows (in thousands): 2022 Goodwill balance at January 1 $ 361,741 Effect of foreign exchange (3,685) Goodwill balance at September 30 $ 358,056 |
Other intangible assets | Other intangible assets at September 30, 2022 and December 31, 2021 consisted of the following (in thousands): September 30, 2022 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 28,179 $ (9,724) $ 18,455 Distribution agreements 3,250 (2,664) 586 License agreements 11,029 (6,967) 4,062 Trademarks 30,194 (17,189) 13,005 Customer lists 34,481 (31,764) 2,717 Total $ 107,133 $ (68,308) $ 38,825 December 31, 2021 Gross Carrying Accumulated Net Carrying Amount Amortization Amount Patents $ 26,349 $ (8,315) $ 18,034 Distribution agreements 3,250 (2,519) 731 License agreements 12,663 (7,768) 4,895 Trademarks 30,242 (15,256) 14,986 Customer lists 34,985 (31,195) 3,790 Total $ 107,489 $ (65,053) $ 42,436 |
Estimated amortization expense | Estimated amortization expense for developed technology and other intangible assets for the next five years consisted of the following as of September 30, 2022 (in thousands): Year Ending December 31, Estimated Amortization Expense Remaining 2022 $ 12,121 2023 47,414 2024 44,330 2025 42,434 2026 31,860 |
Revolving Credit Facility and_2
Revolving Credit Facility and Long-Term Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Principal balances outstanding under our long-term debt obligations as of September 30, 2022 and December 31, 2021, consisted of the following (in thousands): September 30, 2022 December 31, 2021 Term loans $ 127,500 $ 133,125 Revolving credit loans 89,368 110,000 Less unamortized debt issuance costs (206) (290) Total long-term debt 216,662 242,835 Less current portion 11,250 8,438 Long-term portion $ 205,412 $ 234,397 |
Schedule of Long-term Debt Covenants | 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. |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on our long-term debt, as of September 30, 2022, were as follows (in thousands): Years Ending Future Minimum December 31, Principal Payments Remaining 2022 $ 2,812 2023 11,250 2024 202,806 Total future minimum principal payments $ 216,868 |
Derivatives (Tables)
Derivatives (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 December 31, 2021 Assets Interest rate swaps Other assets (long-term) $ 3,439 $ — Foreign currency forward contracts Prepaid expenses and other assets 5,969 1,326 Foreign currency forward contracts Other assets (long-term) 695 179 (Liabilities) Interest rate swaps Other long-term obligations — (1,447) Foreign currency forward contracts Accrued expenses (1,324) (2,288) Foreign currency forward contracts Other long-term obligations (35) (502) Fair Value of Derivative Instruments Not Designated as Hedging Instruments Balance Sheet Location September 30, 2022 December 31, 2021 Assets Foreign currency forward contracts Prepaid expenses and other assets $ 3,206 $ 736 (Liabilities) Foreign currency forward contracts Accrued expenses (1,474) (856) |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) | Derivative instruments designated as cash flow hedges had the following effects, before income taxes, on other comprehensive income (“OCI”), accumulated other comprehensive income (“AOCI”), and net earnings in our consolidated statements of income, consolidated statements of comprehensive income and consolidated balance sheets (in thousands): Amount of Gain/(Loss) Consolidated Statements Amount of Gain/(Loss) Recognized in OCI of Income Reclassified from AOCI Three Months Ended September 30, Three Months Ended September 30, Three Months Ended September 30, Derivative instrument 2022 2021 Location in statements of income 2022 2021 2022 2021 Interest rate swaps $ 1,504 $ (18) Interest expense $ (1,831) $ (1,233) $ 94 $ (319) Foreign currency forward contracts 3,491 33 Revenue 287,175 267,021 1,491 (1,500) Cost of sales (158,602) (146,527) (440) 312 Amount of Gain/(Loss) Consolidated Statements Amount of Gain/(Loss) Recognized in OCI of Income Reclassified from AOCI Nine Months Ended September 30, Nine Months Ended September 30, Nine Months Ended September 30, Derivative instrument 2022 2021 Location in statements of income 2022 2021 2022 2021 Interest rate swaps $ 4,507 $ 619 Interest expense $ (4,180) $ (4,156) $ (379) $ (1,198) Foreign currency forward contracts 8,713 (83) Revenue 857,566 796,259 1,303 (4,674) Cost of sales (473,019) (439,732) (886) 966 |
Derivative Instruments, Gain (Loss) | The following gains/(losses) from these derivative instruments were recognized in our consolidated statements of income for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, Derivative Instrument Location in statements of income 2022 2021 2022 2021 Foreign currency forward contracts Other income (expense) — net $ 1,034 $ 39 $ 1,212 $ (709) |
Earnings Per Common Share (EP_2
Earnings Per Common Share (EPS) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings (Loss) Per Share, Basic and Diluted | The computation of weighted average shares outstanding and the basic and diluted earnings per common share for the three and nine-month periods ended September 30, 2022 and 2021 consisted of the following (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net income $ 15,272 $ 11,967 $ 41,115 $ 27,841 Average common shares outstanding 56,835 56,302 56,707 56,033 Basic EPS $ 0.27 $ 0.21 $ 0.73 $ 0.50 Average common shares outstanding 56,835 56,302 56,707 56,033 Effect of dilutive stock awards 751 1,247 866 1,241 Total potential shares outstanding 57,586 57,549 57,573 57,274 Diluted EPS $ 0.27 $ 0.21 $ 0.71 $ 0.49 Equity awards excluded as the impact was anti-dilutive (1) 1,641 419 1,612 815 (1) Does not reflect the impact of incremental repurchases under the treasury stock method. |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs | Stock-based compensation expense before income tax expense for the three and nine-month periods ended September 30, 2022 and 2021 consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Cost of sales Nonqualified stock options $ 150 $ 383 $ 1,247 $ 1,019 Research and development Nonqualified stock options 476 355 1,412 910 Selling, general and administrative Nonqualified stock options 2,166 2,071 5,297 4,512 Performance-based restricted stock units 647 1,193 2,719 2,896 Restricted stock units 454 409 1,382 1,149 Cash-settled performance-based share-based awards ("Liability Awards") 705 446 1,634 1,103 Total selling, general and administrative 3,972 4,119 11,032 9,660 Stock-based compensation expense before taxes $ 4,598 $ 4,857 $ 13,691 $ 11,589 |
Stock Options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.4% - 3.4% 0.5% - 0.7% Expected option term 4.0 years 4.0 years Expected dividend yield — — Expected price volatility 46.2% - 47.4% 46.3% - 46.7% |
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 | Nine Months Ended September 30, 2022 2021 Risk-free interest rate 1.6% - 2.7% 0.1% - 0.3% Performance period 2.6 - 2.8 years 1.8 - 2.8 years Expected dividend yield — — Expected price volatility 38.5% - 46.2% 43.7% - 49.3% |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 and nine-month periods ended September 30, 2022 and 2021, were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Net sales Cardiovascular $ 278,949 $ 259,704 $ 832,555 $ 773,002 Endoscopy 8,226 7,317 25,011 23,257 Total net sales 287,175 267,021 857,566 796,259 Income from operations Cardiovascular 17,435 14,411 51,836 33,389 Endoscopy 1,222 1,520 5,310 5,631 Total income from operations 18,657 15,931 57,146 39,020 Total other expense — net (1,055) (1,754) (4,672) (5,284) Income tax expense 2,330 2,210 11,359 5,895 Net income $ 15,272 $ 11,967 $ 41,115 $ 27,841 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 and December 31, 2021 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 September 30, 2022 (Level 1) (Level 2) (Level 3) Interest rate contract asset, long-term (1) $ 3,439 $ — $ 3,439 $ — Foreign currency contract assets, current and long-term (2) $ 9,870 $ — $ 9,870 $ — Foreign currency contract liabilities, current and long-term (3) $ (2,833) $ — $ (2,833) $ — Contingent consideration liabilities $ (18,250) $ — $ — $ (18,250) Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs unobservable inputs December 31, 2021 (Level 1) (Level 2) (Level 3) Interest rate contract liability, long-term (1) $ (1,447) $ — $ (1,447) $ — Foreign currency contract assets, current and long-term (2) $ 2,241 $ — $ 2,241 $ — Foreign currency contract liabilities, current and long-term (3) $ (3,646) $ — $ (3,646) $ — Contingent consideration liabilities $ (48,234) $ — $ — $ (48,234) (1) The fair value of the interest rate contract is determined using Level 2 fair value inputs and is reported with other long-term assets or other long-term obligations in the consolidated balance sheets. (2) The fair value of the foreign currency contract assets (including those designated as hedging instruments and those not designated as hedging instruments) is determined using Level 2 fair value inputs and is recorded as prepaid 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 and nine-month periods ended September 30, 2022 and 2021 consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Beginning balance $ 17,426 $ 57,477 $ 48,234 $ 55,750 Contingent consideration expense 915 1,115 4,702 3,322 Contingent payments made (91) (10,090) (34,676) (10,579) Effect of foreign exchange — (19) (10) (10) Ending balance $ 18,250 $ 48,483 $ 18,250 $ 48,483 |
Fair Value Inputs, Liabilities, Quantitative Information | The recurring Level 3 measurement of our contingent consideration liabilities included the following significant unobservable inputs at September 30, 2022 and December 31, 2021 (amounts in thousands): Fair value at September 30, Valuation Weighted Contingent consideration liability 2022 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 2,322 Discounted cash flow Discount rate 14% - 17% 15.9% Projected year of payments 2022-2034 2026 Revenue milestones contingent liability $ 12,551 Monte Carlo simulation Discount rate 7.5% - 14% 7.6% Projected year of payments 2022-2032 2023 Regulatory approval contingent liability $ 3,377 Scenario-based method Discount rate 5.7% Probability of milestone payment 80% Projected year of payment 2024-2025 2025 Fair value at December 31, Valuation Weighted Contingent consideration liability 2021 technique Unobservable inputs Range Average (1) Revenue-based royalty payments contingent liability $ 2,870 Discounted cash flow Discount rate 13% - 16% 14.7% Projected year of payments 2022-2034 2026 Revenue milestones contingent liability $ 41,671 Monte Carlo simulation Discount rate 7.5% - 12.5% 8.2% Projected year of payments 2022-2031 2022 Regulatory approval contingent liability $ 3,693 Scenario-based method Discount rate 2.6% Probability of milestone payment 80% Projected year of payment 2024-2025 2025 (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 and nine-month periods ended September 30, 2022 and 2021 (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Beginning balance $ 192 $ 1,107 $ 199 $ 730 Provision for credit loss expense (6) 113 (13) 490 Ending balance $ 186 $ 1,220 $ 186 $ 1,220 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | The changes in each component of accumulated other comprehensive income (loss) for the three and nine-month periods ended September 30, 2022 and 2021 were as follows: Cash Flow Hedges Foreign Currency Translation Total Balance as of June 30, 2022 $ 4,584 $ (15,303) $ (10,719) Other comprehensive income (loss) 4,995 (9,003) (4,008) Income taxes (942) 85 (857) Reclassifications to: Revenue (1,491) (1,491) Cost of sales 440 440 Interest expense (94) (94) Net other comprehensive income (loss) 2,908 (8,918) (6,010) Balance as of September 30, 2022 $ 7,492 $ (24,221) $ (16,729) Cash Flow Hedges Foreign Currency Translation Total Balance as of June 30, 2021 $ (3,992) $ (842) $ (4,834) Other comprehensive income (loss) 15 (2,873) (2,858) Income taxes (377) 346 (31) Reclassifications to: Revenue 1,500 1,500 Cost of sales (312) (312) Interest expense 319 319 Net other comprehensive income (loss) 1,145 (2,527) (1,382) Balance as of September 30, 2021 $ (2,847) $ (3,369) $ (6,216) Cash Flow Hedges Foreign Currency Translation Total Balance as of December 31, 2021 $ (2,464) $ (5,527) $ (7,991) Other comprehensive income (loss) 13,220 (17,739) (4,519) Income taxes (3,226) 81 (3,145) Reclassifications to: Revenue (1,303) (1,303) Cost of sales 886 886 Interest expense 379 379 Other expense — net (1,036) (1,036) Net other comprehensive income (loss) 9,956 (18,694) (8,738) Balance as of September 30, 2022 $ 7,492 $ (24,221) $ (16,729) Cash Flow Hedges Foreign Currency Translation Total Balance as of December 31, 2020 $ (6,940) $ 1,488 $ (5,452) Other comprehensive income (loss) 536 (5,535) (4,999) Income taxes (1,349) 678 (671) Reclassifications to: Revenue 4,674 4,674 Cost of sales (966) (966) Interest expense 1,198 1,198 Net other comprehensive income (loss) 4,093 (4,857) (764) Balance as of September 30, 2021 $ (2,847) $ (3,369) $ (6,216) |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of Revenue (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) segment item | Sep. 30, 2021 USD ($) | |
Disaggregation of Revenue [Line Items] | ||||
Number of operating segments | segment | 2 | |||
Net sales | $ 287,175 | $ 267,021 | $ 857,566 | $ 796,259 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 164,571 | 151,505 | 482,237 | 451,648 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 122,604 | 115,516 | $ 375,329 | 344,611 |
Cardiovascular | ||||
Disaggregation of Revenue [Line Items] | ||||
Number of product categories | item | 4 | |||
Net sales | 278,949 | 259,704 | $ 832,555 | 773,002 |
Cardiovascular | Peripheral Intervention | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 110,698 | 101,059 | 327,426 | 299,573 |
Cardiovascular | Cardiac Intervention | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 86,848 | 79,813 | 257,909 | 240,203 |
Cardiovascular | Custom Procedural Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 45,692 | 49,435 | 141,047 | 143,492 |
Cardiovascular | OEM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 35,711 | 29,397 | 106,173 | 89,734 |
Cardiovascular | United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 156,897 | 144,764 | 458,967 | 429,927 |
Cardiovascular | United States | Peripheral Intervention | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 67,200 | 61,282 | 195,095 | 181,383 |
Cardiovascular | United States | Cardiac Intervention | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 33,194 | 30,562 | 95,652 | 93,030 |
Cardiovascular | United States | Custom Procedural Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 27,078 | 27,895 | 80,951 | 80,179 |
Cardiovascular | United States | OEM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 29,425 | 25,025 | 87,269 | 75,335 |
Cardiovascular | International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 122,052 | 114,940 | 373,588 | 343,075 |
Cardiovascular | International | Peripheral Intervention | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 43,498 | 39,777 | 132,331 | 118,190 |
Cardiovascular | International | Cardiac Intervention | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 53,654 | 49,251 | 162,257 | 147,173 |
Cardiovascular | International | Custom Procedural Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 18,614 | 21,540 | 60,096 | 63,313 |
Cardiovascular | International | OEM | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 6,286 | 4,372 | 18,904 | 14,399 |
Endoscopy | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 8,226 | 7,317 | 25,011 | 23,257 |
Endoscopy | Endoscopy Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 8,226 | 7,317 | 25,011 | 23,257 |
Endoscopy | United States | Endoscopy Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 7,674 | 6,741 | 23,270 | 21,721 |
Endoscopy | International | Endoscopy Devices | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 552 | $ 576 | $ 1,741 | $ 1,536 |
Acquisitions - Restore Endosyst
Acquisitions - Restore Endosystems, LLC (Details) - Restore Endosystems $ in Millions | Apr. 30, 2022 USD ($) |
Asset Acquisition [Line Items] | |
Cash paid at closing | $ 3 |
Additional payments upon the achievement of specified milestones | 3.5 |
In-process research and development | |
Asset Acquisition [Line Items] | |
Acquired intangible assets | 6.5 |
First Payment | |
Asset Acquisition [Line Items] | |
Additional payments upon the achievement of specified milestones | $ 2 |
Payment period | 2 years |
Second Payment | |
Asset Acquisition [Line Items] | |
Additional payments upon the achievement of specified milestones | $ 2 |
Payment period | 4 years |
Acquisitions - Fluidx Medical T
Acquisitions - Fluidx Medical Technology, Inc (Details) - Fluidx - USD ($) $ in Millions | 1 Months Ended | 36 Months Ended | |
Oct. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Payments to acquire shares | $ 1.4 | $ 4.7 | |
Ownership percentage | 17% |
Acquisitions - QX Medical LLC (
Acquisitions - QX Medical LLC (Details) $ in Millions | Sep. 30, 2022 USD ($) |
QX Medical, LLC | |
Asset Acquisition | |
Sales milestone contingent payment | $ 1 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 134,686 | $ 132,403 |
Work-in-process | 32,470 | 22,160 |
Raw materials | 79,504 | 67,359 |
Total Inventories | $ 246,660 | $ 221,922 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance at beginning of period | $ 361,741 |
Effect of foreign exchange | 3,685 |
Goodwill balance at end of period | $ 358,056 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 107,133 | $ 107,489 |
Accumulated Amortization | (68,308) | (65,053) |
Net Carrying Amount | 38,825 | 42,436 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 28,179 | 26,349 |
Accumulated Amortization | (9,724) | (8,315) |
Net Carrying Amount | 18,455 | 18,034 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,250 | 3,250 |
Accumulated Amortization | (2,664) | (2,519) |
Net Carrying Amount | 586 | 731 |
License agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 11,029 | 12,663 |
Accumulated Amortization | (6,967) | (7,768) |
Net Carrying Amount | 4,062 | 4,895 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 30,194 | 30,242 |
Accumulated Amortization | (17,189) | (15,256) |
Net Carrying Amount | 13,005 | 14,986 |
Customer Lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 34,481 | 34,985 |
Accumulated Amortization | (31,764) | (31,195) |
Net Carrying Amount | $ 2,717 | $ 3,790 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Accumulated goodwill impairment losses | $ 8.3 | $ 8.3 | $ 8.3 | ||
Goodwill impairment loss | 0 | $ 0 | |||
Aggregate amortization expense | $ 12.1 | $ 12.4 | 36.3 | 37.3 | |
Impairment of intangible assets | $ 1.7 | 1.6 | |||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||||
ArraVasc Limited | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 1.6 | ||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | ||||
STD Pharmaceutical Products Limited | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 1.7 | ||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2022 | $ 12,121 |
2023 | 47,414 |
2024 | 44,330 |
2025 | 42,434 |
2026 | $ 31,860 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 2,330 | $ 2,210 | $ 11,359 | $ 5,895 |
Effective tax rate | 13.20% | 15.60% | 21.60% | 17.50% |
Revolving Credit Facility and_3
Revolving Credit Facility and Long-Term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Long-term debt | $ 216,868 | |
Less unamortized debt issuance costs | (206) | $ (290) |
Total long-term debt | 216,662 | 242,835 |
Less current portion | 11,250 | 8,438 |
Long-term portion | 205,412 | 234,397 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 127,500 | 133,125 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 89,368 | $ 110,000 |
Revolving Credit Facility and_4
Revolving Credit Facility and Long-Term Debt - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 31, 2019 |
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 216,868 | ||
Credit Agreement | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | 216,900 | ||
Letter of credit guarantees | 1,900 | ||
Available borrowing capacity | $ 509,000 | ||
Fixed interest rate percent | 2.71% | 2.71% | |
Debt subject to fixed interest rate | $ 75,000 | $ 75,000 | |
Variable interest rate percent | 4.12% | 1.10% | |
Debt subject to variable interest rate | $ 141,900 | $ 168,100 | |
Term Loan | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | 127,500 | 133,125 | |
Term Loan | Credit Agreement | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 150,000 | ||
Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Outstanding borrowings | $ 89,368 | $ 110,000 | |
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 | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
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 | Sep. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
Remaining 2022 | $ 2,812 |
2023 | 11,250 |
2024 | 202,806 |
Total future minimum principal payments | $ 216,868 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 23, 2019 | |
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 | $ 5.5 | ||
Amount expected to be reclassified from accumulated other comprehensive income to earnings (loss) in next twelve months, net of tax | 4.2 | ||
Interest expense | |||
Derivative [Line Items] | |||
Amount expected to be reclassified from accumulated other comprehensive income (loss) to earnings in next twelve months, gross | 1.9 | ||
Amount expected to be reclassified from accumulated other comprehensive income to earnings (loss) in next twelve months, net of tax | 1.5 | ||
Interest rate swap | Designated as hedging instrument | |||
Derivative [Line Items] | |||
Fair value of derivative asset | 3.4 | ||
Fair value of derivative liability | $ (1.4) | ||
Deferred tax liability used to offset fair value of interest rate swap | $ 0.8 | ||
Deferred tax asset used to offset fair value of interest rate swap | $ 0.4 | ||
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 | Sep. 30, 2022 USD ($) DerivativeInstrument | Dec. 31, 2021 USD ($) |
Designated as hedging instrument | Derivatives designated as cash flow hedges | ||
Derivative [Line Items] | ||
Average number of contracts entered into per month | DerivativeInstrument | 100 | |
Aggregate notional amount of derivative | $ | $ 72.8 | $ 123 |
Not designated as hedging instrument | Fair Value Hedging | ||
Derivative [Line Items] | ||
Average number of contracts entered into per month | DerivativeInstrument | 50 | |
Aggregate notional amount of derivative | $ | $ 79.3 | $ 86 |
Derivatives - Fair Value of Der
Derivatives - Fair Value of Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Designated as hedging instrument | Interest rate swap | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | $ 3,400 | |
Total Liability Derivatives | $ (1,400) | |
Designated as hedging instrument | Interest rate swap | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 3,439 | |
Designated as hedging instrument | Interest rate swap | Other long-term obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (1,447) | |
Designated as hedging instrument | Foreign currency forward contracts | Other assets (long-term) | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 695 | 179 |
Designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 5,969 | 1,326 |
Designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (1,324) | (2,288) |
Designated as hedging instrument | Foreign currency forward contracts | Other long-term obligations | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | (35) | (502) |
Not designated as hedging instrument | Foreign currency forward contracts | Prepaid expenses and other assets | ||
Derivatives, Fair Value [Line Items] | ||
Fair value of derivative asset | 3,206 | 736 |
Not designated as hedging instrument | Foreign currency forward contracts | Accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Total Liability Derivatives | $ (1,474) | $ (856) |
Derivatives - Amount of Gain (L
Derivatives - Amount of Gain (Loss) Recognized in OCI and Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) recognized in OCI | $ 3,850 | $ 1,522 | $ 13,182 | $ 5,442 |
Interest expense | (1,831) | (1,233) | (4,180) | (4,156) |
Net sales | 287,175 | 267,021 | 857,566 | 796,259 |
Cost of sales | (158,602) | (146,527) | (473,019) | (439,732) |
Derivatives designated as cash flow hedges | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) reclassified from AOCI | (886) | 966 | ||
Derivatives designated as cash flow hedges | Interest rate swap | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) recognized in OCI | 1,504 | (18) | 4,507 | 619 |
Derivatives designated as cash flow hedges | Interest rate swap | Interest expense | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) reclassified from AOCI | 94 | (319) | (379) | (1,198) |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) recognized in OCI | 3,491 | 33 | 8,713 | (83) |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | Revenue | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) reclassified from AOCI | 1,491 | (1,500) | $ 1,303 | $ (4,674) |
Derivatives designated as cash flow hedges | Foreign currency forward contracts | Cost of sales | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Amount of Gain/(Loss) reclassified from AOCI | $ (440) | $ 312 |
Derivatives - Gain (Loss) in th
Derivatives - Gain (Loss) in the Consolidated Statements of Income (Details) - Not designated as hedging instrument - Foreign currency forward contracts - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Derivative [Line Items] | ||||
Gain (loss) on derivative | $ 1,034 | $ 39 | $ 1,212 | $ (709) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Commitments and Contingencies -
Commitments and Contingencies - Litigation (Details) $ in Millions | Sep. 30, 2022 USD ($) |
Securities Litigation | |
Other Commitments [Line Items] | |
Accrued class action complaint settlement | $ 1 |
Earnings Per Common Share (EP_3
Earnings Per Common Share (EPS) - Basic EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||||
Net income (loss) | $ 15,272 | $ 15,298 | $ 10,545 | $ 11,967 | $ 4,916 | $ 10,958 | $ 41,115 | $ 27,841 |
Average common shares outstanding (in shares) | 56,835 | 56,302 | 56,707 | 56,033 | ||||
Basic EPS (in dollars per share) | $ 0.27 | $ 0.21 | $ 0.73 | $ 0.50 |
Earnings Per Common Share (EP_4
Earnings Per Common Share (EPS) - Diluted EPS (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Average common shares outstanding (in shares) | 56,835 | 56,302 | 56,707 | 56,033 |
Effect of dilutive stock awards (in shares) | 751 | 1,247 | 866 | 1,241 |
Total potential shares outstanding (in shares) | 57,586 | 57,549 | 57,573 | 57,274 |
Diluted EPS (in dollars per share) | $ 0.27 | $ 0.21 | $ 0.71 | $ 0.49 |
Equity awards excluded as the impact was anti-dilutive (in shares) | 1,641 | 419 | 1,612 | 815 |
Stock-Based Compensation Expe_3
Stock-Based Compensation Expense - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation | $ 4,598 | $ 4,857 | $ 13,691 | $ 11,589 |
Cost of sales | Stock Options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation | 150 | 383 | 1,247 | 1,019 |
Research and development | Stock Options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation | 476 | 355 | 1,412 | 910 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation | 3,972 | 4,119 | 11,032 | 9,660 |
Selling, general and administrative | Stock Options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation | 2,166 | 2,071 | 5,297 | 4,512 |
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 | 647 | 1,193 | 2,719 | 2,896 |
Selling, general and administrative | Restricted Stock Units | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation | 454 | 409 | 1,382 | 1,149 |
Selling, general and administrative | Cash-Settled Performance-Based Share-Based Awards (Liability Awards) | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share-based compensation | $ 705 | $ 446 | $ 1,634 | $ 1,103 |
Stock-Based Compensation Expe_4
Stock-Based Compensation Expense - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted in period (in shares) | 203,606 | 656,350 |
Compensation cost not yet recognized | $ 22 | |
Compensation cost not yet recognized, period of recognition | 2 years 3 months 18 days | |
Stock-Settled Performance-Based Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation cost not yet recognized | $ 6.5 | |
Compensation cost not yet recognized, period of recognition | 1 year 8 months 12 days | |
Award vesting period | 1 year | |
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) | 120,710 | 128,883 |
Cash-Settled Performance-Based Share-Based Awards (Liability Awards) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Target cash incentive | $ 1 | $ 1 |
Compensation cost not yet recognized | $ 2.7 | |
Compensation cost not yet recognized, period of recognition | 1 year 10 months 24 days | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted (in shares) | 30,500 | 26,226 |
Compensation cost not yet recognized | $ 1.2 | |
Award vesting period | 1 year |
Stock-Based Compensation Expe_5
Stock-Based Compensation Expense - Option Granted Fair Value Calculation Assumptions (Details) - Stock Options | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.40% | 0.50% |
Risk-free interest rate, maximum | 3.40% | 0.70% |
Expected option term / Performance Period | 4 years | 4 years |
Expected price volatility, minimum | 46.20% | 46.30% |
Expected price volatility, maximum | 47.40% | 46.70% |
Stock-Based Compensation Expe_6
Stock-Based Compensation Expense - PSUs Fair Value Calculation Assumptions (Details) - Stock-Settled Performance-Based Restricted Stock Units | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 1.60% | 0.10% |
Risk-free interest rate, maximum | 2.70% | 0.30% |
Expected price volatility, minimum | 38.50% | 43.70% |
Expected price volatility, maximum | 46.20% | 49.30% |
Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected option term / Performance Period | 2 years 7 months 6 days | 1 year 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) | 9 Months Ended |
Sep. 30, 2022 segment item | |
Segment Reporting Information [Line Items] | |
Number of operating segments | segment | 2 |
Cardiovascular | |
Segment Reporting Information [Line Items] | |
Number of Product Categories | item | 4 |
Segment Reporting - Operating I
Segment Reporting - Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||||||
Net sales | $ 287,175 | $ 267,021 | $ 857,566 | $ 796,259 | ||||
Income from operations | 18,657 | 15,931 | 57,146 | 39,020 | ||||
Total other income (expense) - net | (1,055) | (1,754) | (4,672) | (5,284) | ||||
Income tax expense | 2,330 | 2,210 | 11,359 | 5,895 | ||||
Net income | 15,272 | $ 15,298 | $ 10,545 | 11,967 | $ 4,916 | $ 10,958 | 41,115 | 27,841 |
Cardiovascular | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 278,949 | 259,704 | 832,555 | 773,002 | ||||
Income from operations | 17,435 | 14,411 | 51,836 | 33,389 | ||||
Endoscopy | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Net sales | 8,226 | 7,317 | 25,011 | 23,257 | ||||
Income from operations | $ 1,222 | $ 1,520 | $ 5,310 | $ 5,631 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contract asset, long-term | $ 3,439 | |
Interest rate contract liabilities, long-term | $ (1,447) | |
Foreign currency contract assets, current and long-term | 9,870 | 2,241 |
Foreign currency contract liabilities, current and long-term | (2,833) | (3,646) |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration liabilities | (18,250) | (48,234) |
Estimate of Fair Value, Fair Value Disclosure | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Interest rate contract asset, long-term | 3,439 | |
Interest rate contract liabilities, long-term | (1,447) | |
Foreign currency contract assets, current and long-term | 9,870 | 2,241 |
Foreign currency contract liabilities, current and long-term | (2,833) | (3,646) |
Contingent consideration liabilities | $ (18,250) | $ (48,234) |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning balance | $ 17,426 | $ 57,477 | $ 48,234 | $ 55,750 |
Contingent consideration expense | $ 915 | $ 1,115 | $ 4,702 | $ 3,322 |
Fair Value, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Income [Extensible List] | Business Combination, Contingent Consideration Arrangements, Contingent Consideration Benefit | Business Combination, Contingent Consideration Arrangements, Contingent Consideration Benefit | Business Combination, Contingent Consideration Arrangements, Contingent Consideration Benefit | Business Combination, Contingent Consideration Arrangements, Contingent Consideration Benefit |
Contingent payments made | $ (91) | $ (10,090) | $ (34,676) | $ (10,579) |
Effect of foreign exchange | (19) | (10) | (10) | |
Ending balance | $ 18,250 | $ 48,483 | $ 18,250 | $ 48,483 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Payments related to the settlement of the contingent consideration liability, Financing activities | $ 32,862 | $ 10,579 | ||||||
Payments related to the settlement of the contingent consideration liability, Operating activities | 1,800 | |||||||
Impairment of intangible assets | $ 1,700 | 1,600 | ||||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | |||||||
Loss on disposition of business | $ 1,389 | |||||||
Impairment loss on operating lease asset | $ 0 | 0 | 1,400 | |||||
Allowance for expected credit losses | 186 | $ 1,220 | 186 | 1,220 | $ 192 | $ 199 | $ 1,107 | $ 730 |
Fibrovein Holdings Limited | Disposal Group, Not Discontinued Operations [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Loss on disposition of business | 1,300 | |||||||
Cash | 1,000 | 1,000 | ||||||
Inventory | 1,200 | 1,200 | ||||||
Reclassification of foreign currency translation gains | 1,000 | |||||||
STD Pharmaceutical Products Limited | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Impairment of intangible assets | $ 1,700 | |||||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | |||||||
Selio | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Long-term notes receivable | 2,400 | $ 2,400 | 2,300 | |||||
Allowance for expected credit losses | 200 | 200 | 200 | |||||
ArraVasc Limited | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Impairment of intangible assets | $ 1,600 | |||||||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Asset Impairment Charges | |||||||
Impairment of property and equipment | $ 1,300 | $ 1,300 | ||||||
Director | Cianna Medical | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent payments related to acquisition | 1,600 | $ 0 | ||||||
Other long-term obligations | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration liability, noncurrent | 5,500 | 5,500 | 13,500 | |||||
Accrued expenses | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Contingent consideration liability, current | $ 12,800 | $ 12,800 | $ 34,700 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) - Fair Value, Inputs, Level 3 $ in Thousands | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Revenue-based royalty | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liabilities | $ 2,322 | $ 2,870 |
Revenue milestones | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liabilities | 12,551 | 41,671 |
Regulatory approval | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Contingent consideration liabilities | $ 3,377 | $ 3,693 |
Discount rate | Revenue-based royalty | Minimum | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.14 | 0.13 |
Discount rate | Revenue-based royalty | Maximum | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.17 | 0.16 |
Discount rate | Revenue-based royalty | Weighted Average | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.159 | 0.147 |
Discount rate | Revenue milestones | Minimum | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.075 | 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 | 0.125 |
Discount rate | Revenue milestones | Weighted Average | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.076 | 0.082 |
Discount rate | Regulatory approval | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.057 | 0.026 |
Probability of milestone payment | Regulatory approval | Discounted Cash Flow | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Unobservable inputs, contingent liability | 0.80 | 0.80 |
Fair Value Measurements - Allow
Fair Value Measurements - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Financing Receivable, Allowance for Credit Loss [Roll Forward] | ||||
Beginning balance | $ 192 | $ 1,107 | $ 199 | $ 730 |
Provision for credit loss expense | (6) | 113 | (13) | 490 |
Ending balance | $ 186 | $ 1,220 | $ 186 | $ 1,220 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Changes in AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Accumulated other comprehensive income (loss) | ||||
Beginning balance | $ 1,073,307 | $ 992,434 | $ 1,039,799 | $ 958,575 |
Reclassifications to: | ||||
Cost of sales | (158,602) | (146,527) | (473,019) | (439,732) |
Interest expense | (1,831) | (1,233) | (4,180) | (4,156) |
Other income (expense) - net | 660 | (625) | (808) | (1,796) |
Ending balance | 1,088,841 | 1,013,376 | 1,088,841 | 1,013,376 |
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated other comprehensive income (loss) | ||||
Beginning balance | (10,719) | (4,834) | (7,991) | (5,452) |
Other comprehensive income (loss) | (4,008) | (2,858) | (4,519) | (4,999) |
Income taxes | (857) | (31) | (3,145) | (671) |
Reclassifications to: | ||||
Net other comprehensive income (loss) | (6,010) | (1,382) | (8,738) | (764) |
Ending balance | (16,729) | (6,216) | (16,729) | (6,216) |
Accumulated Other Comprehensive Income (Loss) | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassifications to: | ||||
Revenue | (1,491) | 1,500 | (1,303) | 4,674 |
Cost of sales | 440 | (312) | 886 | (966) |
Interest expense | (94) | 319 | 379 | 1,198 |
Other income (expense) - net | (1,036) | |||
Cash Flow Hedges | ||||
Accumulated other comprehensive income (loss) | ||||
Beginning balance | 4,584 | (3,992) | (2,464) | (6,940) |
Other comprehensive income (loss) | 4,995 | 15 | 13,220 | 536 |
Income taxes | (942) | (377) | (3,226) | (1,349) |
Reclassifications to: | ||||
Net other comprehensive income (loss) | 2,908 | 1,145 | 9,956 | 4,093 |
Ending balance | 7,492 | (2,847) | 7,492 | (2,847) |
Cash Flow Hedges | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassifications to: | ||||
Revenue | (1,491) | 1,500 | (1,303) | 4,674 |
Cost of sales | 440 | (312) | 886 | (966) |
Interest expense | (94) | 319 | 379 | 1,198 |
Foreign Currency Translation | ||||
Accumulated other comprehensive income (loss) | ||||
Beginning balance | (15,303) | (842) | (5,527) | 1,488 |
Other comprehensive income (loss) | (9,003) | (2,873) | (17,739) | (5,535) |
Income taxes | 85 | 346 | 81 | 678 |
Reclassifications to: | ||||
Net other comprehensive income (loss) | (8,918) | (2,527) | (18,694) | (4,857) |
Ending balance | $ (24,221) | $ (3,369) | (24,221) | $ (3,369) |
Foreign Currency Translation | Reclassification out of Accumulated Other Comprehensive Income [Member] | ||||
Reclassifications to: | ||||
Other income (expense) - net | $ (1,036) |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - BioTrace $ in Millions | Oct. 03, 2022 USD ($) item |
Subsequent Events | |
Cash paid at closing | $ | $ 2.5 |
Achievement of First Device Sold in the United States | United States | |
Subsequent Events | |
Number of annual payments | item | 6 |
Net sales revenue (as a percent) | 10% |