Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | NATUS MEDICAL INC | |
Entity Central Index Key | 878,526 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 33,091,270 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (unaudited) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 103,778 | $ 213,551 |
Short-term investments | 9,084 | 34,019 |
Accounts receivable, net of allowance for doubtful accounts of $5,021 in 2017 and $4,182 in 2016 | 114,386 | 86,638 |
Inventories | 67,684 | 49,587 |
Prepaid expenses and other current assets | 21,539 | 22,004 |
Total current assets | 316,471 | 405,799 |
Property and equipment, net | 20,896 | 17,333 |
Intangible assets, net | 130,790 | 77,165 |
Goodwill | 185,849 | 113,112 |
Deferred income tax | 14,678 | 14,915 |
Other assets | 20,171 | 20,688 |
Total assets | 688,855 | 649,012 |
Current liabilities: | ||
Accounts payable | 26,073 | 18,700 |
Accrued liabilities | 44,652 | 37,895 |
Deferred revenue | 14,811 | 23,346 |
Total current liabilities | 85,536 | 79,941 |
Long-term liabilities: | ||
Long-term debt, net | 8,208 | 8,013 |
Long-term debt, net | 149,889 | 140,000 |
Deferred income tax | 24,811 | 3,684 |
Total liabilities | 268,444 | 231,638 |
Stockholders’ equity: | ||
Common Stock, $0.001 par value, 120,000,000 shares authorized; shares issued and outstanding 33,078,512 in 2017 and 32,920,246 in 2016 | 312,085 | 312,986 |
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding in 2017 and 2016 | 0 | 0 |
Retained earnings | 149,756 | 149,408 |
Accumulated other comprehensive loss | (41,430) | (45,020) |
Total stockholders’ equity | 420,411 | 417,374 |
Total liabilities and stockholders’ equity | $ 688,855 | $ 649,012 |
Consolidated Balance Sheets (un
Consolidated Balance Sheets (unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 5,021 | $ 4,182 |
Common Stock, par value (dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized (in shares) | 120,000,000 | 120,000,000 |
Common Stock, shares issued (in shares) | 33,078,512 | 32,920,246 |
Common Stock, shares outstanding (in shares) | 33,078,512 | 32,920,246 |
Preferred Stock, par value (dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 |
Preferred Stock, shares outstanding (in shares) | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | $ 124,660 | $ 87,329 |
Cost of revenue | 56,913 | 32,469 |
Intangibles amortization | 1,000 | 601 |
Gross profit | 66,747 | 54,259 |
Operating expenses: | ||
Marketing and selling | 32,215 | 20,596 |
Research and development | 12,753 | 7,802 |
General and administrative | 16,016 | 12,481 |
Intangibles amortization | 4,074 | 2,134 |
Restructuring | 286 | 35 |
Total operating expenses | 65,344 | 43,048 |
Income from operations | 1,403 | 11,211 |
Other income (expense), net | (1,039) | 456 |
Income before provision for income tax | 364 | 11,667 |
Provision for income tax expense | 16 | 3,129 |
Net income | $ 348 | $ 8,538 |
Earnings per share: | ||
Basic (dollars per share) | $ 0.01 | $ 0.26 |
Diluted (dollars per share) | $ 0.01 | $ 0.26 |
Weighted average shares used in the calculation of earnings per share: | ||
Basic (in shares) | 32,485 | 32,606 |
Diluted (in shares) | 33,040 | 33,222 |
Unrealized loss on available-for-sale investments | $ (57) | $ 0 |
Foreign currency translation adjustment | 3,647 | 660 |
Total other comprehensive income | 3,590 | 660 |
Comprehensive income | $ 3,938 | $ 9,198 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Operating activities: | ||
Net income | $ 348 | $ 8,538 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for losses on accounts receivable | 1,719 | 352 |
Depreciation and amortization | 6,744 | 4,223 |
Loss on disposal of property and equipment | 5 | 15 |
Warranty reserve | 2,806 | 929 |
Share-based compensation | 2,756 | 2,901 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,366) | 10,266 |
Inventories | 4,622 | (903) |
Prepaid expenses and other assets | 2,386 | (15) |
Accounts payable | (1,148) | (3,790) |
Accrued liabilities | (8,259) | (3,688) |
Deferred revenue | (9,329) | 446 |
Deferred income tax | 992 | 108 |
Net cash provided by operating activities | 1,276 | 19,382 |
Investing activities: | ||
Acquisition of businesses, net of cash acquired | (141,705) | (5,649) |
Purchases of property and equipment | (971) | (1,921) |
Sale of intangible assets | 0 | 2 |
Sale of short-term investments | 24,935 | 0 |
Net cash used in investing activities | (117,741) | (7,568) |
Financing activities: | ||
Proceeds from stock option exercises and Employee Stock Purchase Program purchases | 248 | 623 |
Repurchase of common stock | (1,308) | (9,063) |
Taxes paid related to net share settlement of equity awards | (2,597) | (2,017) |
Contingent consideration | (2,000) | (1,284) |
Proceeds from borrowings | 10,000 | 6,000 |
Deferred debt issuance costs | (38) | 0 |
Payments on borrowings | 0 | (6,000) |
Net cash provided by (used in) financing activities | 4,305 | (11,741) |
Exchange rate changes effect on cash and cash equivalents | 2,387 | (1,257) |
Net decrease in cash and cash equivalents | (109,773) | (1,184) |
Cash and cash equivalents, beginning of period | 213,551 | 82,469 |
Cash and cash equivalents, end of period | 103,778 | 81,285 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 980 | 10 |
Cash paid for income taxes | 286 | 3,950 |
Non-cash investing activities: | ||
Property and equipment included in accounts payable | 230 | 226 |
Inventory transferred to property and equipment | $ 245 | $ 209 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim condensed consolidated financial statements of Natus Medical Incorporated (“Natus,” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The accounting policies followed in the preparation of the interim condensed consolidated financial statements are consistent in all material respects with those presented in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . Interim financial reports are prepared in accordance with the rules and regulations of the Securities and Exchange Commission; accordingly, the reports do not include all of the information and notes required by GAAP for annual financial statements. The interim financial information is unaudited, and reflects all normal adjustments that are, in the opinion of management, necessary for the fair presentation of our financial position, results of operations, and cash flows for the interim periods presented. The consolidated balance sheet as of December 31, 2016 was derived from audited financial statements, but does not include all disclosures required by GAAP. The accompanying financial statements should be read in conjunction with the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 . The Company has made certain reclassifications to the prior period to conform to current period presentation. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 . The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance. The standard's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step model to achieve its core principle: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction's price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In addition, entities must disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative disclosures are required about: (i) the entity's contracts with customers; (ii) the significant judgments, and changes in judgments, made in applying the guidance to those contracts; and (iii) any assets recognized from the costs to obtain or fulfill a contract with a customer. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 616) - Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to interim and annual periods beginning January 1, 2018. The standard allows entities to apply the standard retrospectively to each prior period presented (“full retrospective adoption”) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application (“modified retrospective adoption”). The Company plans to adopt this guidance on January 1, 2018, and continues to evaluate the impact of adopting under the modified retrospective adoption versus the full retrospective method. The Company is currently in the process of determining the impact of the new revenue recognition guidance on its revenue transactions, including any impacts on associated processes, systems, and internal controls. The Company's preliminary assessment indicates implementation of this standard will not have a material impact on financial results. The Company's evaluation has included determining whether the unit of account (i.e., performance obligations) will change as compared to current GAAP, as well as determining the standalone selling price of each performance obligation. Standalone selling prices under the new guidance may not be substantially different from the Company's current methodologies of establishing fair value on multiple element arrangements. The Company continues to evaluate the impact of this guidance and its subsequent amendments on the consolidated financial position, results of operations, and cash flows, and any preliminary assessments are subject to change. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330). This standard requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted ASU 2015-11 in January 2017 and no impact was recorded by the Company. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This standard requires a lessee to recognize the lease assets and lease liabilities arising from operating leases in the statement of financial position. Qualitative along with specific quantitative disclosures are required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years. The Company is currently evaluating the impact that will result from adopting ASU 2016-02. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805). This update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. The definition of a business affected many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, and must be applied prospectively. The Company is currently evaluating the impact that will result from adopting ASU 2017-01. Also in January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact, if any, that will result from adopting ASU 2017-04. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations Otometrics On January 3, 2017, the Company acquired the Otometrics business from GN Store Nord A/S for a cash purchase price of $149.2 million , which includes a $4.2 million net working capital adjustment. Otometrics is a manufacturer of hearing diagnostics and balance assessment equipment, disposables and software. Otometrics provides computer-based audiological, otoneurologic and vestibular instrumentation and sound rooms to hearing and balance care professionals worldwide. Otometrics has a complete product and brand portfolio known for its sophisticated design technology in the hearing and balance assessment markets. The Company has accounted for the acquisition under the acquisition method of accounting for business combinations. Under the acquisition method of accounting, the assets acquired and liabilities assumed from Otometrics are recorded in the condensed consolidated financial statements at their respective fair values as of the acquisition date. The excess of the purchase price over the fair value of the acquired net assets is recorded as goodwill. The results of Otometrics are included in the condensed consolidated financial statements since the date of the acquisition. The following table summarizes the preliminary purchase price allocation of the fair value of the assets acquired and liabilities assumed at the date of acquisition, (in thousands): Cash and cash equivalents $ 5,604 Accounts receivable 28,483 Inventories 22,462 Property and equipment 3,610 Intangible assets 57,500 Goodwill 72,671 Other assets 3,555 Accounts payable (8,663 ) Accrued liabilities (14,185 ) Deferred revenue (767 ) Deferred income tax (21,023 ) Total purchase price $ 149,247 The goodwill recorded represents the future economic benefits arising from the other assets acquired that could not be individually identified and separately recognized. The goodwill recorded as part of the acquisition of Otometrics is not amortized and includes the following: • The expected synergies and other benefits that we believe will results from combining the operations of Otometrics with the operations of Natus; • Any intangible assets that did not qualify for separate recognition, as well as future, yet unidentified projects and products; and • The value of the going-concern element of Otometrics's existing businesses (the higher rate of return on the assembled collection of net assets versus if Natus has acquired all of the net assets separately). Management is working with an independent valuation firm to determine fair values of the identifiable intangible assets. The Company will use a combination of income approaches including relief from royalty and multi-period excess earnings methods. The valuation models will be based on estimates of future operating projections of the acquired business and rights to sell products as well as judgments on the discount rates used and other variables. The Company is determining the forecasts based on a number of factors, including their best estimate of near-term net sales expectations and long-term projections, which include review of internal and independent market analyses. The fair value of assets acquired and liabilities assumed was based on preliminary valuations, and our estimates and assumptions are subject to change as the valuations are finalized, within the measurement period not to exceed 12 months from the acquisition date. The Company is currently in the process of verifying data and finalizing information related to the Otometrics valuation and recording of inventory, accounts receivable, other liabilities, income taxes and the corresponding effect on goodwill. Otometrics's revenue of $27.8 million and loss from operations of $1.1 million are included in the condensed consolidated statement of income and comprehensive income for the period from January 3, 2017 (acquisition date) to March 31, 2017. The unaudited pro forma financial results presented below for the quarters ended March 31, 2017 and 2016, include the effects of pro forma adjustments as if the acquisition occurred on January 1, 2016. The pro forma results were prepared using the acquisition method of accounting and combine the historical results of Natus and Otometrics for the quarters ended March 31, 2017 and 2016, including the effects of the business combination, primarily amortization expense related to the fair value of identifiable intangible assets acquired, interest expense associated with the financing obtained by Natus in connection with the acquisition, and the elimination of acquisition-related costs incurred. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor is it intended to be a projection of future results. Unaudited Pro forma Financial Information (in thousands) Three Months Ended 2017 2016 Revenue $ 124,660 $ 114,854 Net income (loss) $ 2,348 $ (877 ) Earnings per share: Basic $ 0.07 $ (0.03 ) Diluted $ 0.07 $ (0.03 ) Weighted average shares used in the calculation of earnings per share: Basic 32,485 32,606 Diluted 33,040 33,222 The pro forma results for the quarter ended March 31, 2017 were adjusted to exclude $2.0 million of nonrecurring expense related to the fair value adjustment of acquisition-date inventory. The pro forma results for the quarter ended March 31, 2016 were adjusted to include these charges, along with $2.0 million of amortization of intangible assets, and $1.0 million of interest expense. RetCam On July 6, 2016, the Company acquired the portfolio of RetCam Imaging Systems ("RetCam") from Clarity Medical Systems, Inc. for $10.6 million in cash. RetCam is an imaging system used to diagnose and monitor a range of ophthalmic maladies in premature infants. The purchase agreement also included a holdback of $2.0 million which was paid on February 16, 2017. Subsequent to the acquisition, an additional $1.1 million was paid by the Company to Clarity Medical Systems as a result of a working capital adjustment. Results of operations for RetCam have been included in the Company's condensed consolidated financial statements from the date of acquisition. The total purchase price was allocated $7.2 million to tangible assets, $4.9 million to intangible assets with an assigned weighted average life of 5 years being amortized on the straight line method, and $1.7 million to goodwill, offset by $2.0 million to net liabilities. Pro forma financial information for the RetCam acquisition is not presented as it is not considered material. NeuroQuest On March 2, 2016, the Company acquired NeuroQuest, LLC (“NeuroQuest”) through an asset purchase. NeuroQuest complements our Global Neuro-Diagnostics ("GND") and Monarch Medical Diagnostics, LLC ("Monarch") acquisitions which offer patients a convenient way to complete routine-electroencephalography ("EEG") and extended video electroencephalography ("VEEG") testing. The cash consideration for NeuroQuest was $4.6 million . The purchase agreement also included an asset consideration holdback of $0.5 million . The total purchase price was allocated to $0.5 million of tangible assets, $1.3 million of intangible assets with an assigned weighted average life of 5 years being amortized on the straight line method, and $3.5 million of goodwill, offset by $0.1 million of net liabilities. Pro forma financial information for the NeuroQuest acquisition is not presented as it is not considered material. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share The components of basic and diluted EPS are as follows (in thousands, except per share amounts): Three Months Ended 2017 2016 Net income $ 348 $ 8,538 Weighted average common shares 32,485 32,606 Dilutive effect of stock based awards 555 616 Diluted Shares 33,040 33,222 Basic earnings per share $ 0.01 $ 0.26 Diluted earnings per share $ 0.01 $ 0.26 Shares excluded from calculation of diluted EPS — 179 |
Cash, Cash Equivalents, and Sho
Cash, Cash Equivalents, and Short-Term Investments | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash, Cash Equivalents, and Short-Term Investments | Cash, Cash Equivalents, and Short-Term Investments The Company has invested its excess cash in highly liquid marketable securities such as corporate debt instruments, U.S. government agency securities and asset-backed securities. Investments with maturities greater than one year are classified as current because management considers all investments to be available for current operations. The Company's investments are designed to provide liquidity, preserve capital and maximize total return on invested assets with a focus on high credit-quality securities. The Company's investments have been classified and accounted for as available-for-sale. Such investments are recorded at fair value and unrealized holding gains and losses are reported as a separate component of accumulated other comprehensive income (loss) in the stockholders' equity until realized. Realized gains and losses on sales of investments, if any, are determined on the specific identification method and are reclassified from accumulated other comprehensive income (loss) to results of operations as other income (expense). The Company, to date, has not determined that any of the unrealized losses on its investments are considered to be other-than-temporary. The Company reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period any such determination is made. In making this judgment, the Company evaluates, among other things: the duration and extent to which the fair value of a security is less than its cost; the financial condition of the issuer and any changes thereto; and the Company's intent and ability to hold its investment for a period of time sufficient to allow for any anticipated recovery in market value, or whether the Company will more likely than not be required to sell the security before recovery of its aggregated cost basis. The Company has evaluated its investments as of March 31, 2017 and has determined that no investments with unrealized losses are other-than-temporarily impaired. No investments have been in a continuous loss position greater than one year. Cash, cash equivalents and short-term investments consisted of the following (in thousands): March 31, 2017 December 31, 2016 Cash and cash equivalents: Cash $ 103,778 $ 213,551 Short-term investments: U.S. investment grade bonds 3,601 24,477 Foreign investment grade bonds 5,483 9,542 Total short-term investments 9,084 34,019 Total cash, cash equivalents and short-term investments $ 112,862 $ 247,570 Short-term investments by investment type are as follows (in thousands): March 31, 2017 December 31, 2016 Aggregated Cost Basis Gross Unrealized Gains Gross Unrealized Losses Aggregated Fair Value Aggregated Cost Basis Gross Unrealized Gains Gross Unrealized Losses Aggregated Fair Value U.S. investment grade bonds 3,607 — (6 ) 3,601 24,531 — (54 ) 24,477 Foreign investment grade bonds 5,492 2 (11 ) 5,483 9,567 — (25 ) 9,542 Total short-term investments $ 9,099 $ 2 $ (17 ) $ 9,084 $ 34,098 $ — $ (79 ) $ 34,019 Short-term investments by contractual maturity are as follows (in thousands): March 31, 2017 December 31, 2016 Investments Investments Due in one year or less $ 5,459 $ 21,655 Due after one year through five years 3,625 12,364 Total short-term investment $ 9,084 $ 34,019 See Note 16 to these Condensed Consolidated Financial Statements for additional discussion regarding the fair value of the Company's short-term investments. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consist of the following (in thousands): March 31, 2017 December 31, 2016 Raw materials and subassemblies $ 37,100 $ 28,245 Work in process 1,936 1,507 Finished goods 43,648 34,908 Total inventories 82,684 64,660 Less: Non-current inventories (15,000 ) (15,073 ) Inventories, current $ 67,684 $ 49,587 At March 31, 2017 and December 31, 2016 , the Company has classified $15.0 million and $15.1 million , respectively, of inventories as other assets. This inventory consists primarily of service components used to repair products held by customers pursuant to warranty obligations and extended service contracts, including service components for products that the Company no longer sells, inventory purchased for lifetime buys, and inventory that has been impacted by ship holds. The Company believes that these inventories will be utilized for their intended purpose. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The following table summarizes the components of gross and net intangible asset balances (in thousands): March 31, 2017 December 31, 2016 Gross Accumulated Accumulated Net Book Gross Accumulated Accumulated Net Book Intangible assets with definite lives: Technology $ 85,942 $ — $ (35,630 ) $ 50,312 $ 64,563 $ — $ (34,683 ) $ 29,880 Customer related 59,127 — (18,816 ) 40,311 38,087 — (17,610 ) 20,477 Trade names 46,495 (3,310 ) (8,165 ) 35,020 32,106 (3,290 ) (7,135 ) 21,681 Internally developed software 15,479 — (10,677 ) 4,802 14,978 — (10,220 ) 4,758 Patents 2,637 — (2,292 ) 345 2,620 — (2,251 ) 369 Definite-lived intangible assets $ 209,680 $ (3,310 ) $ (75,580 ) $ 130,790 $ 152,354 $ (3,290 ) $ (71,899 ) $ 77,165 Finite-lived intangible assets are amortized over their weighted average lives, which are 15 years for technology, 9 years for customer related intangibles, 5 years for internally developed software, 7 years for trade names, 13 years for patents, and 11 years in total. Internally developed software consists of $13.3 million relating to costs incurred for development of internal use computer software and $2.2 million for development of software to be sold. Amortization expense related to intangible assets with definite lives was as follows (in thousands): Three Months Ended 2017 2016 Technology $ 1,326 $ 853 Customer related 2,208 794 Trade names 1,587 1,029 Internally developed software 504 476 Patents 27 28 Total amortization $ 5,652 $ 3,180 Expected amortization expense related to amortizable intangible assets is as follows (in thousands): Nine months ending December 31, 2017 $ 15,897 2018 20,973 2019 19,817 2020 17,621 2021 16,171 2022 12,431 Thereafter 27,880 Total expected amortization expense $ 130,790 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The carrying amount of goodwill and the changes in the balance are as follows (in thousands): December 31, 2016 $ 113,112 Acquisitions/Purchase accounting adjustments 70,645 Foreign currency translation 2,092 March 31, 2017 $ 185,849 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net Property and equipment, net consist of the following (in thousands): March 31, 2017 December 31, 2016 Land $ 2,864 $ 2,856 Buildings 5,279 5,219 Leasehold improvements 2,465 2,386 Equipment and furniture 23,218 18,398 Computer software and hardware 9,121 9,100 Demonstration and loaned equipment 11,463 11,393 54,410 49,352 Accumulated depreciation (33,514 ) (32,019 ) Total $ 20,896 $ 17,333 Depreciation expense of property and equipment was approximately $1.1 million for the three months ended March 31, 2017 and approximately $1.0 million for the three months ended March 31, 2016 . |
Reserve for Product Warranties
Reserve for Product Warranties | 3 Months Ended |
Mar. 31, 2017 | |
Product Warranties Disclosures [Abstract] | |
Reserve for Product Warranties | Reserve for Product Warranties The Company provides a warranty for products that is generally one year in length, but in some cases regulations may require them to provide repair or remediation beyond the typical warranty period. If any of the products contain defects, the Company may be required to incur additional repair and remediation costs. Service for domestic customers is provided by Company-owned service centers that perform all service, repair, and calibration services. Service for international customers is provided by a combination of Company-owned facilities, vendors on a contract basis, and distributors. A warranty reserve is included in accrued liabilities for the expected future costs of servicing products. Additions to the reserve are based on management’s best estimate of probable liability. The Company considers a combination of factors including material and labor costs, regulatory requirements, and other judgments in determining the amount of the reserve. The reserve is reduced as costs are incurred to honor existing warranty and regulatory obligations. As of March 31, 2017, the Company had accrued $6.6 million of estimated costs to bring certain NeoBLUE® phototherapy products into U.S. regulatory compliance. The Company's estimate of these costs is primarily based upon the number of units outstanding that may require repair and costs associated with shipping and repairing the product. The Company expects that costs associated with bringing the products back into compliance will begin to be incurred during the second quarter of 2017. During the first quarter of 2017, the Company accrued $1.0 million for a product related recall. The Company expects that costs associated with the recall will be incurred starting in the second quarter of 2017. The details of activity in the warranty reserve are as follows (in thousands): Three Months Ended 2017 2016 Balance, beginning of period $ 10,670 $ 10,386 Assumed through acquisitions 1,176 — Additions charged to expense 2,806 929 Reductions (1,931 ) (738 ) Balance, end of period $ 12,721 $ 10,577 The estimates the Company uses in projecting future product warranty costs may prove to be incorrect. Any future determination that product warranty reserves are understated could result in increases to cost of sales and reductions in operating profits and results of operations. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation | Share-Based Compensation As of March 31, 2017 , the Company has two active share-based compensation plans, the 2011 Stock Awards Plan and the 2011 Employee Stock Purchase Plan. The terms of awards granted during the three months ended March 31, 2017 and the methods for determining grant-date fair value of the awards are consistent with those described in the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2016 . Details of share-based compensation expense are as follows (in thousands): Three Months Ended 2017 2016 Cost of revenue $ 81 $ 76 Marketing and selling 69 279 Research and development 467 513 General and administrative 2,139 2,033 Total $ 2,756 $ 2,901 As of March 31, 2017 , unrecognized compensation expense related to the unvested portion of stock options and other stock awards was approximately $17.0 million , which is expected to be recognized over a weighted average period of 2.3 years . |
Other Income (Expense), net
Other Income (Expense), net | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), net | Other Income (Expense), net Other income (expense), net consists of (in thousands): Three Months Ended 2017 2016 Interest income $ 332 $ 8 Interest expense (980 ) (31 ) Foreign currency gain (loss) (428 ) 450 Other income 37 29 Total other income (expense), net $ (1,039 ) $ 456 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded provisions for income tax of $16.0 thousand and $3.1 million for the three months ended March 31, 2017 and March 31, 2016 , respectively. The effective tax rate was 4.4% and 26.8% for the three months ended March 31, 2017 and March 31, 2016 , respectively. The Company's effective tax rate for the three months ended March 31, 2017 differed from the federal statutory tax rate primarily because of the profits taxed in foreign jurisdictions with lower tax rates than the federal statutory rate. The decrease in the effective tax rate for the three months ended March 31, 2017 compared with the three months ended March 31, 2016 is primarily attributable to shifts in the geographical mix of income and discrete tax events, principally share based compensation deductible in the first quarter. The percentage impact to the quarterly tax rate related to the discrete events for the three months ended March 31, 2017 was significantly greater than the impact to the tax rate related to discrete events for the three months ended March 31, 2016 . |
Restructuring Reserves
Restructuring Reserves | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Reserves | Restructuring Reserves Historically, the Company has completed multiple acquisitions of other companies and businesses. Following an acquisition the Company will, as it determines appropriate, initiate restructuring events to eliminate redundant costs to maintain a competitive cost structure. Restructuring expenses are related to permanent reductions in workforce and redundant facility closures. The balance of the restructuring reserve is included in accrued liabilities on the accompanying condensed consolidated balance sheets. Employee termination benefits are included as a part of restructuring expenses. Activity in the restructuring reserves for the three months ended March 31, 2017 is as follows (in thousands): Personnel Related Facility Related Total Balance at December 31, 2016 $ 343 $ 152 $ 495 Additions 142 — 142 Reversals (2 ) — (2 ) Payments (143 ) (52 ) (195 ) Balance at March 31, 2017 $ 340 $ 100 $ 440 |
Debt and Credit Arrangements
Debt and Credit Arrangements | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Credit Arrangements | Debt and Credit Arrangements The Company has a Credit Agreement with JP Morgan Chase Bank ("JP Morgan") and Citibank, NA (“Citibank”). The Credit Agreement provides for an aggregate $150.0 million of secured revolving credit facility. The Credit Agreement contains covenants, including covenants relating to maintenance of books and records, financial reporting and notification, compliance with laws, maintenance of properties and insurance, and limitations on guaranties, investments, issuance of debt, lease obligations and capital expenditures, and is secured by virtually all of the Company's assets. The Credit Agreement provides for events of default, including failure to pay any principal or interest when due, failure to perform or observe covenants, bankruptcy or insolvency events and the occurrence of a material adverse effect. The Company has no other significant credit facilities. In addition to the customary restrictive covenants listed above, the Credit Agreement also contains financial covenants that require the Company to maintain a certain leverage ratio and fixed charge coverage ratio, each as defined in the Credit Agreement: • Leverage Ratio, as defined, to be no higher than 2.75 to 1.00 . • Interest Coverage Ratio, as defined, to be at least 1.75 to 1.00 at all times. At March 31, 2017 , the Company is in compliance with the Leverage Ratio at 2.07 to 1.00 and the Interest Coverage Ratio at 33.47 to 1.00 . At March 31, 2017 , the Company had $150.0 million outstanding under the Credit Agreement. Pursuant to the terms of the Credit Agreement, the outstanding principal balance will bear interest at either (a) a fluctuating rate per annum equal to the Applicable Rate, as defined in the Credit Agreement, depending on our leverage ratio plus the higher of (i) the federal funds rate plus one-half of one percent per annum; (ii) the prime rate in effect on such a day; and (iii) the LIBOR rate plus one percent, or (b) a fluctuating rate per annum of LIBOR Rate plus the Applicable Rate, which ranges between 1.75 % to 2.75 %. The effective interest rate during the first quarter of 2017 was 2.75% . The Credit Agreement matures on September 23, 2021, at which time all principal amounts outstanding under the Credit Agreement will be due and payable. Long-term debt consists of (in thousands): March 31, 2017 December 31, 2016 Revolving credit facility $ 150,000 $ 140,000 Debt issuance costs (111 ) — Less: current portion of long-term debt — — Total long-term debt $ 149,889 $ 140,000 As of March 31, 2017 , the carrying value of total debt approximated fair market value. The fair value of the Company's debt is considered a Level 2 measurement. See Note 16 to these Condensed Financial Statements for additional discussion regarding the fair value measurement of debt. |
Segment, Customer and Geographi
Segment, Customer and Geographic Information | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Segment, Customer and Geographic Information | Segment, Customer and Geographic Information The Company operates in one reportable segment in which the Company provides healthcare products and services used for the screening, detection, treatment, monitoring and tracking of common medical ailments. End-user customer base includes hospitals, clinics, laboratories, physicians, nurses, audiologists, and governmental agencies. Most of the Company's international sales are to distributors who resell products to end users or sub-distributors. Revenue and long-lived asset information are as follows (in thousands): Three Months Ended 2017 2016 Consolidated Revenue: United States $ 64,710 $ 56,899 Foreign countries 59,950 30,430 Totals $ 124,660 $ 87,329 Three Months Ended 2017 2016 Revenue by End Market: Neurology Products Devices and Systems $ 38,190 $ 39,197 Supplies 14,886 15,034 Services 3,193 2,441 Total Neurology Revenue 56,269 56,672 Newborn Care Products Devices and Systems 24,137 13,541 Supplies 11,446 11,614 Services 5,050 5,502 Total Newborn Care Revenue 40,633 30,657 Otometrics Products Devices and Systems $ 21,378 $ — Supplies 6,380 — Services — — Total Otometrics Revenue 27,758 — Total Revenue $ 124,660 $ 87,329 March 31, 2017 December 31, 2016 Property and equipment, net: United States $ 8,202 $ 7,024 Canada 5,296 4,941 Argentina 1,949 2,530 Ireland 3,217 2,121 Other foreign countries 2,232 717 Totals $ 20,896 $ 17,333 During the three months ended March 31, 2017 and 2016 , no single customer or foreign country contributed to more than 10% of revenue. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements ASC 820 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. Fair value is defined under ASC 820 as the exit price associated with the sale of an asset or transfer of a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes the following three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value: Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. The Company does not have any financial assets or liabilities measured at fair value on a recurring basis. The following financial instruments are not measured at fair value on the Company’s consolidated balance sheet as of March 31, 2017 and December 31, 2016 , but require disclosure of their fair values: cash and cash equivalents, accounts receivable, and accounts payable. The carrying value of these financial instruments approximates fair values because of their relatively short maturity. In the third quarter of 2014, the Company listed its facility in Mundelein, Illinois for sale. This asset was measured at fair value less cost to sell as of September 30, 2014 based on market price and is classified as a Level 2 asset. The book value of this asset on June 30, 2014 was $3.6 million . The Company expensed $2.2 million during the third quarter of 2014 for this impairment. As of March 31, 2017 , the Company is carrying the asset as held for sale in other current assets on the accompanying condensed consolidated balance sheet at a value of $1.4 million . The Company also has contingent consideration associated with earn-outs from acquisitions. Contingent consideration liabilities are classified as Level 3 liabilities, as the Company uses unobservable inputs to value them, which is a probability-based income approach. Contingent considerations are classified as accrued liabilities on the condensed consolidated balance sheet. Subsequent changes in the fair value of contingent consideration liabilities are recorded within the Company's income statement as an operating expense. December 31, 2016 Additions Payments Adjustments March 31, 2017 Liabilities: Contingent consideration $ 3,043 $ — $ (2,000 ) $ 19 $ 1,062 Total $ 3,043 $ — $ (2,000 ) $ 19 $ 1,062 The significant unobservable inputs used in the fair value measurement of contingent consideration related to the acquisitions are annualized revenue forecasts developed by the Company’s management and the probability of achievement of those revenue forecasts. Significant changes in these unobservable inputs may result in a significant impact to the fair value measurement. The Company's Level 2 securities are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spread, benchmark securities, prepayment/default projections based on historical data and other observable inputs. The Company validates the prices provided by its third-party pricing services by understanding the models used, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming those securities traded in active markets. See Note 4 to these Condensed Consolidated Financial Statements for further information regarding the Company's financial instruments. Short-term investments are as follows (in thousands): March 31, 2017 Level I Level II Level III Total Short term investments U.S. investment grade bonds — 3,601 — 3,601 Foreign investment grade bonds — 5,483 — 5,483 Total short term investments — 9,084 — 9,084 |
Basis Of Presentation (Policies
Basis Of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance. The standard's core principle is that an entity should recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard creates a five-step model to achieve its core principle: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction's price to the separate performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In addition, entities must disclose sufficient information to enable users of financial statements to understand the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative disclosures are required about: (i) the entity's contracts with customers; (ii) the significant judgments, and changes in judgments, made in applying the guidance to those contracts; and (iii) any assets recognized from the costs to obtain or fulfill a contract with a customer. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 616) - Deferral of the Effective Date, which deferred the effective date of ASU 2014-09 to interim and annual periods beginning January 1, 2018. The standard allows entities to apply the standard retrospectively to each prior period presented (“full retrospective adoption”) or retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application (“modified retrospective adoption”). The Company plans to adopt this guidance on January 1, 2018, and continues to evaluate the impact of adopting under the modified retrospective adoption versus the full retrospective method. The Company is currently in the process of determining the impact of the new revenue recognition guidance on its revenue transactions, including any impacts on associated processes, systems, and internal controls. The Company's preliminary assessment indicates implementation of this standard will not have a material impact on financial results. The Company's evaluation has included determining whether the unit of account (i.e., performance obligations) will change as compared to current GAAP, as well as determining the standalone selling price of each performance obligation. Standalone selling prices under the new guidance may not be substantially different from the Company's current methodologies of establishing fair value on multiple element arrangements. The Company continues to evaluate the impact of this guidance and its subsequent amendments on the consolidated financial position, results of operations, and cash flows, and any preliminary assessments are subject to change. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330). This standard requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal, and transportation. ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The Company adopted ASU 2015-11 in January 2017 and no impact was recorded by the Company. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This standard requires a lessee to recognize the lease assets and lease liabilities arising from operating leases in the statement of financial position. Qualitative along with specific quantitative disclosures are required by lessees and lessors to meet the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years. The Company is currently evaluating the impact that will result from adopting ASU 2016-02. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805). This update is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisition (or disposals) of assets or businesses. The definition of a business affected many areas of accounting including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those periods, and must be applied prospectively. The Company is currently evaluating the impact that will result from adopting ASU 2017-01. Also in January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350). This update modifies the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. An entity no longer will determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Because these amendments eliminate Step 2 from the goodwill impairment test, they should reduce the cost and complexity of evaluating goodwill for impairment. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company is currently evaluating the impact, if any, that will result from adopting ASU 2017-04. |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The following table summarizes the preliminary purchase price allocation of the fair value of the assets acquired and liabilities assumed at the date of acquisition, (in thousands): Cash and cash equivalents $ 5,604 Accounts receivable 28,483 Inventories 22,462 Property and equipment 3,610 Intangible assets 57,500 Goodwill 72,671 Other assets 3,555 Accounts payable (8,663 ) Accrued liabilities (14,185 ) Deferred revenue (767 ) Deferred income tax (21,023 ) Total purchase price $ 149,247 |
Unaudited Pro forma Financial Information | The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor is it intended to be a projection of future results. Unaudited Pro forma Financial Information (in thousands) Three Months Ended 2017 2016 Revenue $ 124,660 $ 114,854 Net income (loss) $ 2,348 $ (877 ) Earnings per share: Basic $ 0.07 $ (0.03 ) Diluted $ 0.07 $ (0.03 ) Weighted average shares used in the calculation of earnings per share: Basic 32,485 32,606 Diluted 33,040 33,222 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | The components of basic and diluted EPS are as follows (in thousands, except per share amounts): Three Months Ended 2017 2016 Net income $ 348 $ 8,538 Weighted average common shares 32,485 32,606 Dilutive effect of stock based awards 555 616 Diluted Shares 33,040 33,222 Basic earnings per share $ 0.01 $ 0.26 Diluted earnings per share $ 0.01 $ 0.26 Shares excluded from calculation of diluted EPS — 179 |
Cash, Cash Equivalents, and S25
Cash, Cash Equivalents, and Short-Term Investments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash, Cash Equivalents and Investments | Cash, cash equivalents and short-term investments consisted of the following (in thousands): March 31, 2017 December 31, 2016 Cash and cash equivalents: Cash $ 103,778 $ 213,551 Short-term investments: U.S. investment grade bonds 3,601 24,477 Foreign investment grade bonds 5,483 9,542 Total short-term investments 9,084 34,019 Total cash, cash equivalents and short-term investments $ 112,862 $ 247,570 |
Investments by Investment Type | Short-term investments by investment type are as follows (in thousands): March 31, 2017 December 31, 2016 Aggregated Cost Basis Gross Unrealized Gains Gross Unrealized Losses Aggregated Fair Value Aggregated Cost Basis Gross Unrealized Gains Gross Unrealized Losses Aggregated Fair Value U.S. investment grade bonds 3,607 — (6 ) 3,601 24,531 — (54 ) 24,477 Foreign investment grade bonds 5,492 2 (11 ) 5,483 9,567 — (25 ) 9,542 Total short-term investments $ 9,099 $ 2 $ (17 ) $ 9,084 $ 34,098 $ — $ (79 ) $ 34,019 |
Investments by Contractual Maturity | Short-term investments by contractual maturity are as follows (in thousands): March 31, 2017 December 31, 2016 Investments Investments Due in one year or less $ 5,459 $ 21,655 Due after one year through five years 3,625 12,364 Total short-term investment $ 9,084 $ 34,019 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following (in thousands): March 31, 2017 December 31, 2016 Raw materials and subassemblies $ 37,100 $ 28,245 Work in process 1,936 1,507 Finished goods 43,648 34,908 Total inventories 82,684 64,660 Less: Non-current inventories (15,000 ) (15,073 ) Inventories, current $ 67,684 $ 49,587 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization expense related to intangible assets with definite lives | The following table summarizes the components of gross and net intangible asset balances (in thousands): March 31, 2017 December 31, 2016 Gross Accumulated Accumulated Net Book Gross Accumulated Accumulated Net Book Intangible assets with definite lives: Technology $ 85,942 $ — $ (35,630 ) $ 50,312 $ 64,563 $ — $ (34,683 ) $ 29,880 Customer related 59,127 — (18,816 ) 40,311 38,087 — (17,610 ) 20,477 Trade names 46,495 (3,310 ) (8,165 ) 35,020 32,106 (3,290 ) (7,135 ) 21,681 Internally developed software 15,479 — (10,677 ) 4,802 14,978 — (10,220 ) 4,758 Patents 2,637 — (2,292 ) 345 2,620 — (2,251 ) 369 Definite-lived intangible assets $ 209,680 $ (3,310 ) $ (75,580 ) $ 130,790 $ 152,354 $ (3,290 ) $ (71,899 ) $ 77,165 |
Amortization expense | Amortization expense related to intangible assets with definite lives was as follows (in thousands): Three Months Ended 2017 2016 Technology $ 1,326 $ 853 Customer related 2,208 794 Trade names 1,587 1,029 Internally developed software 504 476 Patents 27 28 Total amortization $ 5,652 $ 3,180 |
Expected amortization expense related to amortizable intangible assets | Expected amortization expense related to amortizable intangible assets is as follows (in thousands): Nine months ending December 31, 2017 $ 15,897 2018 20,973 2019 19,817 2020 17,621 2021 16,171 2022 12,431 Thereafter 27,880 Total expected amortization expense $ 130,790 |
Goodwill (Tables)
Goodwill (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Carrying amount of Goodwill | The carrying amount of goodwill and the changes in the balance are as follows (in thousands): December 31, 2016 $ 113,112 Acquisitions/Purchase accounting adjustments 70,645 Foreign currency translation 2,092 March 31, 2017 $ 185,849 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment net | Property and equipment, net consist of the following (in thousands): March 31, 2017 December 31, 2016 Land $ 2,864 $ 2,856 Buildings 5,279 5,219 Leasehold improvements 2,465 2,386 Equipment and furniture 23,218 18,398 Computer software and hardware 9,121 9,100 Demonstration and loaned equipment 11,463 11,393 54,410 49,352 Accumulated depreciation (33,514 ) (32,019 ) Total $ 20,896 $ 17,333 |
Reserve for Product Warranties
Reserve for Product Warranties (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Product Warranties Disclosures [Abstract] | |
Reserve for Product Warranties | The details of activity in the warranty reserve are as follows (in thousands): Three Months Ended 2017 2016 Balance, beginning of period $ 10,670 $ 10,386 Assumed through acquisitions 1,176 — Additions charged to expense 2,806 929 Reductions (1,931 ) (738 ) Balance, end of period $ 12,721 $ 10,577 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-Based Compensation Expense | Details of share-based compensation expense are as follows (in thousands): Three Months Ended 2017 2016 Cost of revenue $ 81 $ 76 Marketing and selling 69 279 Research and development 467 513 General and administrative 2,139 2,033 Total $ 2,756 $ 2,901 |
Other Income (Expense), net (Ta
Other Income (Expense), net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Other Income and Expenses [Abstract] | |
Other Income (Expense), net | Other income (expense), net consists of (in thousands): Three Months Ended 2017 2016 Interest income $ 332 $ 8 Interest expense (980 ) (31 ) Foreign currency gain (loss) (428 ) 450 Other income 37 29 Total other income (expense), net $ (1,039 ) $ 456 |
Restructuring Reserves (Tables)
Restructuring Reserves (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Detail of Activity in the Restructuring Reserve | Activity in the restructuring reserves for the three months ended March 31, 2017 is as follows (in thousands): Personnel Related Facility Related Total Balance at December 31, 2016 $ 343 $ 152 $ 495 Additions 142 — 142 Reversals (2 ) — (2 ) Payments (143 ) (52 ) (195 ) Balance at March 31, 2017 $ 340 $ 100 $ 440 |
Debt and Credit Arrangements (T
Debt and Credit Arrangements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term debt | Long-term debt consists of (in thousands): March 31, 2017 December 31, 2016 Revolving credit facility $ 150,000 $ 140,000 Debt issuance costs (111 ) — Less: current portion of long-term debt — — Total long-term debt $ 149,889 $ 140,000 |
Segment, Customer and Geograp35
Segment, Customer and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Revenue and Long-lived Asset Information by Geographic Region | Revenue and long-lived asset information are as follows (in thousands): Three Months Ended 2017 2016 Consolidated Revenue: United States $ 64,710 $ 56,899 Foreign countries 59,950 30,430 Totals $ 124,660 $ 87,329 Three Months Ended 2017 2016 Revenue by End Market: Neurology Products Devices and Systems $ 38,190 $ 39,197 Supplies 14,886 15,034 Services 3,193 2,441 Total Neurology Revenue 56,269 56,672 Newborn Care Products Devices and Systems 24,137 13,541 Supplies 11,446 11,614 Services 5,050 5,502 Total Newborn Care Revenue 40,633 30,657 Otometrics Products Devices and Systems $ 21,378 $ — Supplies 6,380 — Services — — Total Otometrics Revenue 27,758 — Total Revenue $ 124,660 $ 87,329 March 31, 2017 December 31, 2016 Property and equipment, net: United States $ 8,202 $ 7,024 Canada 5,296 4,941 Argentina 1,949 2,530 Ireland 3,217 2,121 Other foreign countries 2,232 717 Totals $ 20,896 $ 17,333 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Changes in fair value of contingent consideration | Subsequent changes in the fair value of contingent consideration liabilities are recorded within the Company's income statement as an operating expense. December 31, 2016 Additions Payments Adjustments March 31, 2017 Liabilities: Contingent consideration $ 3,043 $ — $ (2,000 ) $ 19 $ 1,062 Total $ 3,043 $ — $ (2,000 ) $ 19 $ 1,062 |
Fair value level classification of investments | The Company's Level 2 securities are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spread, benchmark securities, prepayment/default projections based on historical data and other observable inputs. The Company validates the prices provided by its third-party pricing services by understanding the models used, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming those securities traded in active markets. See Note 4 to these Condensed Consolidated Financial Statements for further information regarding the Company's financial instruments. Short-term investments are as follows (in thousands): March 31, 2017 Level I Level II Level III Total Short term investments U.S. investment grade bonds — 3,601 — 3,601 Foreign investment grade bonds — 5,483 — 5,483 Total short term investments — 9,084 — 9,084 |
Business Combinations (Details
Business Combinations (Details Textual) - USD ($) $ in Thousands | Jan. 03, 2017 | Jul. 06, 2016 | Mar. 02, 2016 | Mar. 31, 2017 | Sep. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Revenues | $ 124,660 | $ 87,329 | |||||
Loss from operations | 1,403 | 11,211 | |||||
Goodwill | 185,849 | $ 113,112 | |||||
Otometrics [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price paid in cash to acquire entity | $ 149,200 | ||||||
Other Payments to Acquire Businesses | 4,200 | ||||||
Revenues | 27,800 | ||||||
Loss from operations | (1,100) | ||||||
Pre-tax acquisition-related costs | $ 2,000 | ||||||
Pre-tax amortization of intangible assets | 2,000 | ||||||
Business Combination, Separately Recognized Transactions, Additional Disclosures, Interest | $ 1,000 | ||||||
Goodwill | $ 72,671 | ||||||
RetCam [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price paid in cash to acquire entity | $ 10,600 | ||||||
Contingent consideration earn-out | 2,000 | ||||||
Additional consideration paid | $ 1,100 | ||||||
Tangible assets | 7,200 | ||||||
Intangible assets | $ 4,900 | ||||||
Weighted average life of intangible assets | 5 years | ||||||
Goodwill | $ 1,700 | ||||||
Net liabilities | $ 2,000 | ||||||
NeuroQuest [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Purchase price paid in cash to acquire entity | $ 4,600 | ||||||
Contingent consideration earn-out | 500 | ||||||
Tangible assets | 500 | ||||||
Intangible assets | $ 1,300 | ||||||
Weighted average life of intangible assets | 5 years | ||||||
Goodwill | $ 3,500 | ||||||
Net liabilities | $ 100 |
Business Combinations Prelimina
Business Combinations Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Jan. 03, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 185,849 | $ 113,112 | |
Otometrics [Member] | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 5,604 | ||
Accounts receivable | 28,483 | ||
Inventories | 22,462 | ||
Property and equipment | 3,610 | ||
Intangible assets | 57,500 | ||
Goodwill | 72,671 | ||
Other assets | 3,555 | ||
Accounts payable | (8,663) | ||
Accrued liabilities | (14,185) | ||
Deferred revenue | (767) | ||
Deferred income tax | (21,023) | ||
Total purchase price | $ 149,247 |
Business Combinations Unaudited
Business Combinations Unaudited Pro forma Financial Information (Details) - Otometrics [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||
Revenue | $ 124,660 | $ 114,854 |
Net income (loss) | $ 2,348 | $ (877) |
Earnings per share: | ||
Basic (usd per share) | $ 0.07 | $ (0.03) |
Diluted (usd per share) | $ 0.07 | $ (0.03) |
Business Acquisition, Pro Forma Information [Abstract] | ||
Basic (shares) | 32,485 | 32,606 |
Diluted (shares) | 33,040 | 33,222 |
Earnings Per Share (Details)
Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Net income | $ 348 | $ 8,538 |
Weighted average common shares (in shares) | 32,485 | 32,606 |
Dilutive effect of stock based awards (in shares) | 555 | 616 |
Diluted Shares (in shares) | 33,040 | 33,222 |
Basic earnings per share (dollars per share) | $ 0.01 | $ 0.26 |
Diluted earnings per share (dollars per share) | $ 0.01 | $ 0.26 |
Diluted earnings per share (in shares) | 0 | 179 |
Cash, Cash Equivalents, and S41
Cash, Cash Equivalents, and Short-Term Investments (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Cash and Cash Equivalents [Line Items] | ||||
Cash | $ 103,778 | $ 213,551 | $ 81,285 | $ 82,469 |
Schedule of Available-for-sale Securities [Line Items] | ||||
Short-term investments | 9,084 | 34,019 | ||
Total cash, cash equivalents and short-term investments | 112,862 | 247,570 | ||
US Investment Grade Bonds [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Short-term investments | 3,601 | 24,477 | ||
Developed Investment Grade Bonds [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Short-term investments | 5,483 | 9,542 | ||
Cash [Member] | ||||
Cash and Cash Equivalents [Line Items] | ||||
Cash | $ 103,778 | $ 213,551 |
Cash, Cash Equivalents, and S42
Cash, Cash Equivalents, and Short-Term Investments (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Aggregated Cost Basis | $ 9,099 | $ 34,098 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (17) | (79) |
Aggregated Fair Value | 9,084 | 34,019 |
US Investment Grade Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Aggregated Cost Basis | 3,607 | 24,531 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | (6) | (54) |
Aggregated Fair Value | 3,601 | 24,477 |
Developed Investment Grade Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Aggregated Cost Basis | 5,492 | 9,567 |
Gross Unrealized Gains | 2 | 0 |
Gross Unrealized Losses | (11) | (25) |
Aggregated Fair Value | $ 5,483 | $ 9,542 |
Cash, Cash Equivalents, and S43
Cash, Cash Equivalents, and Short-Term Investments (Details 3) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Investments, Debt and Equity Securities [Abstract] | ||
Due in one year or less | $ 5,459 | $ 21,655 |
Due after one year through five years | 3,625 | 12,364 |
Total short-term investment | $ 9,084 | $ 34,019 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Summary of Inventories | ||
Raw materials and subassemblies | $ 37,100 | $ 28,245 |
Work in process | 1,936 | 1,507 |
Finished goods | 43,648 | 34,908 |
Total inventories | 82,684 | 64,660 |
Less: Non-current inventories | (15,000) | (15,073) |
Inventories, current | $ 67,684 | $ 49,587 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 209,680 | $ 152,354 |
Accumulated Impairment | (3,310) | (3,290) |
Accumulated Amortization | (75,580) | (71,899) |
Net Book Value | 130,790 | 77,165 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 85,942 | 64,563 |
Accumulated Amortization | (35,630) | (34,683) |
Net Book Value | 50,312 | 29,880 |
Customer related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 59,127 | 38,087 |
Accumulated Amortization | (18,816) | (17,610) |
Net Book Value | 40,311 | 20,477 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 46,495 | 32,106 |
Accumulated Impairment | (3,310) | (3,290) |
Accumulated Amortization | (8,165) | (7,135) |
Net Book Value | 35,020 | 21,681 |
Internally developed software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 15,479 | 14,978 |
Accumulated Amortization | (10,677) | (10,220) |
Net Book Value | 4,802 | 4,758 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 2,637 | 2,620 |
Accumulated Amortization | (2,292) | (2,251) |
Net Book Value | $ 345 | $ 369 |
Intangible Assets (Details Text
Intangible Assets (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 11 years |
Developed Technology Rights [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 15 years |
Customer related [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 9 years |
Internally developed software [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 5 years |
Costs incurred for development of internal use computer software | $ 13.3 |
Costs incurred for development of software to be sold | $ 2.2 |
Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 7 years |
Patents [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Useful life (in years) | 13 years |
Intangible Assets (Details 1)
Intangible Assets (Details 1) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization | $ 5,652 | $ 3,180 |
Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization | 1,326 | 853 |
Customer related [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization | 2,208 | 794 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization | 1,587 | 1,029 |
Internally developed software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization | 504 | 476 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total amortization | $ 27 | $ 28 |
Intangible Assets (Details 2)
Intangible Assets (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Expected annual amortization expense related to amortizable intangible assets | ||
Nine months ending December 31, 2017 | $ 15,897 | |
2,018 | 20,973 | |
2,019 | 19,817 | |
2,020 | 17,621 | |
2,021 | 16,171 | |
2,022 | 12,431 | |
Thereafter | 27,880 | |
Net Book Value | $ 130,790 | $ 77,165 |
Goodwill (Details)
Goodwill (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Carrying amount of goodwill | |
December 31, 2016 | $ 113,112 |
Acquisitions/Purchase accounting adjustments | 70,645 |
Foreign currency translation | 2,092 |
March 31, 2017 | $ 185,849 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 54,410 | $ 49,352 |
Accumulated depreciation | (33,514) | (32,019) |
Total | 20,896 | 17,333 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,864 | 2,856 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,279 | 5,219 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,465 | 2,386 |
Office furniture and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,218 | 18,398 |
Computer software and hardware [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,121 | 9,100 |
Demonstration and loaned equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 11,463 | $ 11,393 |
Property and Equipment, Net (51
Property and Equipment, Net (Details Textual) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense of property and equipment | $ 1.1 | $ 1 |
Reserve for Product Warrantie52
Reserve for Product Warranties (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | |
Product Warranties Disclosures [Abstract] | ||||
Product warranty period (in years) | 1 year | |||
Product Liability Contingency [Line Items] | ||||
Accrual of estimated costs | $ 12,721 | $ 10,670 | $ 10,577 | $ 10,386 |
Certain NeoBLUE Phototherapy Products [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Accrual of estimated costs | 6,600 | |||
Product Related Recall [Member] | ||||
Product Liability Contingency [Line Items] | ||||
Accrual of estimated costs | $ 1,000 |
Reserve for Product Warrantie53
Reserve for Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Reserve for Product Warranties | ||
Balance, beginning of period | $ 10,670 | $ 10,386 |
Assumed through acquisitions | 1,176 | 0 |
Additions charged to expense | 2,806 | 929 |
Reductions | (1,931) | (738) |
Balance, end of period | $ 12,721 | $ 10,577 |
Share-Based Compensation (Detai
Share-Based Compensation (Details Textual) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($)plan | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of active share based compensation plans | plan | 2 |
Unrecognized compensation expense related to unvested portion of stock options | $ | $ 17 |
Weighted average period of recognition of unrecognized compensation expense | 2 years 3 months |
Share-Based Compensation (Det55
Share-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 2,756 | $ 2,901 |
Cost of revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 81 | 76 |
Marketing and selling [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 69 | 279 |
Research and development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 467 | 513 |
General and administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 2,139 | $ 2,033 |
Other Income (Expense), net (De
Other Income (Expense), net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Other expense, net | ||
Interest income | $ 332 | $ 8 |
Interest expense | (980) | (31) |
Foreign currency gain (loss) | (428) | 450 |
Other income | 37 | 29 |
Total other income (expense), net | $ (1,039) | $ 456 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Provision for income tax | $ 16 | $ 3,100 |
Effective tax rate (percent) | 4.40% | 26.80% |
Restructuring Reserves (Details
Restructuring Reserves (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Detail of activity in the restructuring reserve | |
Beginning balance | $ 495 |
Additions | 142 |
Reversals | (2) |
Payments | (195) |
Ending balance | 440 |
Personnel Related [Member] | |
Detail of activity in the restructuring reserve | |
Beginning balance | 343 |
Additions | 142 |
Reversals | (2) |
Payments | (143) |
Ending balance | 340 |
Facility Related [Member] | |
Detail of activity in the restructuring reserve | |
Beginning balance | 152 |
Additions | 0 |
Reversals | 0 |
Payments | (52) |
Ending balance | $ 100 |
Debt and Credit Arrangements (D
Debt and Credit Arrangements (Details) - Credit Agreement [Member] - Citibank, National Association [Member] | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Line of Credit Facility [Line Items] | |
Aggregate secured revolving credit facility | $ 150,000,000 |
Leverage Ratio | 2.07 |
Interest Coverage Ratio | 33.47 |
All-in rate | 2.75% |
Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Leverage Ratio | 2.75 |
Minimum [Member] | |
Line of Credit Facility [Line Items] | |
Interest Coverage Ratio | 1.75 |
Federal Funds Rate | |
Line of Credit Facility [Line Items] | |
Interest rate | 0.50% |
LIBOR rate | |
Line of Credit Facility [Line Items] | |
Interest rate | 1.00% |
LIBOR rate | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Interest rate | 275.00% |
LIBOR rate | Minimum [Member] | |
Line of Credit Facility [Line Items] | |
Interest rate | 175.00% |
Debt and Credit Arrangements Sc
Debt and Credit Arrangements Schedule of Long-term debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Revolving credit facility, interest at LIBOR plus 1.75% | $ 149,889 | $ 140,000 |
Debt issuance costs | (111) | 0 |
Less: current portion of long-term debt | 0 | 0 |
Total long-term debt | 149,889 | 140,000 |
Revolving Credit Facility [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Revolving credit facility, interest at LIBOR plus 1.75% | 150,000 | $ 140,000 |
Face amount of debt | $ 140,000 | |
LIBOR rate | Revolving Credit Facility [Member] | Line of Credit [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1750.00% |
Segment, Customer and Geograp61
Segment, Customer and Geographic Information (Details Textual) | 3 Months Ended |
Mar. 31, 2017segment | |
Segment Reporting [Abstract] | |
Number of reportable segments (segments) | 1 |
Segment, Customer and Geograp62
Segment, Customer and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Consolidated Revenue: | |||
Revenue | $ 124,660 | $ 87,329 | |
Revenue by End Market: | |||
Total Revenue | 124,660 | 87,329 | |
Property and equipment, net: | |||
Property and equipment, net | 20,896 | $ 17,333 | |
Neurology Products [Member] | |||
Revenue by End Market: | |||
Total Revenue | 56,269 | 56,672 | |
Neurology Products [Member] | Devices and Systems [Member] | |||
Revenue by End Market: | |||
Total Revenue | 38,190 | 39,197 | |
Neurology Products [Member] | Supplies [Member] | |||
Revenue by End Market: | |||
Total Revenue | 14,886 | 15,034 | |
Neurology Products [Member] | Services [Member] | |||
Revenue by End Market: | |||
Total Revenue | 3,193 | 2,441 | |
Newborn Care Products [Member] | |||
Revenue by End Market: | |||
Total Revenue | 40,633 | 30,657 | |
Newborn Care Products [Member] | Devices and Systems [Member] | |||
Revenue by End Market: | |||
Total Revenue | 24,137 | 13,541 | |
Newborn Care Products [Member] | Supplies [Member] | |||
Revenue by End Market: | |||
Total Revenue | 11,446 | 11,614 | |
Newborn Care Products [Member] | Services [Member] | |||
Revenue by End Market: | |||
Total Revenue | 5,050 | 5,502 | |
Otometrics [Member] | |||
Revenue by End Market: | |||
Total Revenue | 27,758 | 0 | |
Otometrics [Member] | Devices and Systems [Member] | |||
Revenue by End Market: | |||
Total Revenue | 21,378 | 0 | |
Otometrics [Member] | Supplies [Member] | |||
Revenue by End Market: | |||
Total Revenue | 6,380 | 0 | |
Otometrics [Member] | Services [Member] | |||
Revenue by End Market: | |||
Total Revenue | 0 | 0 | |
United States [Member] | |||
Consolidated Revenue: | |||
Revenue | 64,710 | 56,899 | |
Property and equipment, net: | |||
Property and equipment, net | 8,202 | 7,024 | |
Foreign Countries [Member] | |||
Consolidated Revenue: | |||
Revenue | 59,950 | $ 30,430 | |
Property and equipment, net: | |||
Property and equipment, net | 2,232 | 717 | |
Canada [Member] | |||
Property and equipment, net: | |||
Property and equipment, net | 5,296 | 4,941 | |
Argentina [Member] | |||
Property and equipment, net: | |||
Property and equipment, net | 1,949 | 2,530 | |
Ireland [Member] | |||
Property and equipment, net: | |||
Property and equipment, net | $ 3,217 | $ 2,121 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Sep. 30, 2014 | Jun. 30, 2014 | |
Long Lived Assets Held-for-sale [Line Items] | ||||
Loss on disposal of property and equipment | $ (5) | $ (15) | ||
Mundelein Facility [Member] | Level II [Member] | ||||
Long Lived Assets Held-for-sale [Line Items] | ||||
Asset held-for-sale book value | $ 3,600 | |||
Loss on disposal of property and equipment | $ 2,200 | |||
Asset held-for-sale at fair value | $ 1,400 |
Fair Value Measurements (Deta64
Fair Value Measurements (Details) - Level III [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration, beginning balance | $ 3,043 |
Additions | 0 |
Payments | (2,000) |
Adjustments | 19 |
Contingent consideration, ending balance | 1,062 |
Contingent Consideration [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Contingent consideration, beginning balance | 3,043 |
Additions | 0 |
Payments | (2,000) |
Adjustments | 19 |
Contingent consideration, ending balance | $ 1,062 |
Fair Value Measurements (Deta65
Fair Value Measurements (Details 2) - Fair value measured on a recurring basis [Member] $ in Thousands | Mar. 31, 2017USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | $ 9,084 |
Level I [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 0 |
Level II [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 9,084 |
Level III [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 0 |
US investment grade bonds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 3,601 |
US investment grade bonds [Member] | Level I [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 0 |
US investment grade bonds [Member] | Level II [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 3,601 |
US investment grade bonds [Member] | Level III [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 0 |
Foreign investment grade bonds [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 5,483 |
Foreign investment grade bonds [Member] | Level I [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 0 |
Foreign investment grade bonds [Member] | Level II [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | 5,483 |
Foreign investment grade bonds [Member] | Level III [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value | $ 0 |