Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 03, 2015 | |
Document Information [Abstract] | ||
Entity Registrant Name | MERIT MEDICAL SYSTEMS INC | |
Entity Central Index Key | 856,982 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 44,201,789 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 5,859 | $ 7,355 |
Trade receivables — net of allowance for uncollectible accounts — 2015 — $1,224 and 2014 — $893 | 68,003 | 72,717 |
Employee receivables | 204 | 173 |
Other receivables | 6,629 | 7,507 |
Inventories | 100,318 | 91,773 |
Prepaid expenses | 5,491 | 5,012 |
Prepaid income taxes | 1,238 | 1,273 |
Deferred income tax assets | 6,231 | 6,375 |
Income tax refund receivables | 374 | 155 |
Total current assets | 194,347 | 192,340 |
PROPERTY AND EQUIPMENT: | ||
Land and land improvements | 18,963 | 16,830 |
Buildings | 134,647 | 130,447 |
Manufacturing equipment | 155,283 | 145,022 |
Furniture and fixtures | 38,946 | 35,201 |
Leasehold improvements | 26,948 | 16,096 |
Construction-in-progress | 24,362 | 21,858 |
Total property and equipment | 399,149 | 365,454 |
Less accumulated depreciation | (136,588) | (121,283) |
Property and equipment — net | 262,561 | 244,171 |
OTHER ASSETS: | ||
Goodwill | 184,484 | 184,464 |
Deferred income tax assets | 9 | 9 |
Other assets | 14,625 | 15,873 |
Total other assets | 311,131 | 310,654 |
TOTAL | 768,039 | 747,165 |
CURRENT LIABILITIES: | ||
Trade payables | 32,324 | 29,810 |
Accrued expenses | 39,499 | 33,826 |
Current portion of long-term debt | 10,000 | 10,000 |
Advances from employees | 540 | 381 |
Income taxes payable | 3,528 | 1,413 |
Total current liabilities | 85,891 | 75,430 |
LONG-TERM DEBT | 200,218 | 214,490 |
DEFERRED INCOME TAX LIABILITIES | 6,179 | 6,385 |
LIABILITIES RELATED TO UNRECOGNIZED TAX BENEFITS | 648 | 1,353 |
DEFERRED COMPENSATION PAYABLE | 8,934 | 8,635 |
DEFERRED CREDITS | 2,763 | 2,891 |
OTHER LONG-TERM OBLIGATIONS | 4,849 | 2,722 |
Total liabilities | $ 309,482 | $ 311,906 |
COMMITMENTS AND CONTINGENCIES (Notes 5, 9, 10 and 13) | ||
STOCKHOLDERS’ EQUITY: | ||
Preferred stock — 5,000 shares authorized as of September 30, 2015 and December 31, 2014; no shares issued | $ 0 | $ 0 |
Common stock, no par value; 100,000 shares authorized; 44,200 and 43,614 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | 196,330 | 187,709 |
Retained earnings | 267,355 | 249,962 |
Accumulated other comprehensive loss | (5,128) | (2,412) |
Total stockholders’ equity | 458,557 | 435,259 |
TOTAL | 768,039 | 747,165 |
Developed technology — net of accumulated amortization — 2015 — $35,839 and 2014 — $27,982 | ||
OTHER ASSETS: | ||
Intangible Assets | 72,611 | 79,172 |
Other — net of accumulated amortization — 2015 — $25,541 and 2014 — $22,480 | ||
OTHER ASSETS: | ||
Intangible Assets | $ 39,402 | $ 31,136 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Trade receivables, allowances | $ 1,224 | $ 893 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 44,200,000 | 43,614,000 |
Other | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 25,541 | $ 22,480 |
Developed technology | ||
OTHER ASSETS: | ||
Intangibles, accumulated amortization | $ 35,839 | $ 27,982 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
NET SALES | $ 136,086 | $ 128,808 | $ 403,745 | $ 376,909 |
COST OF SALES | 76,881 | 71,387 | 228,271 | 211,821 |
GROSS PROFIT | 59,205 | 57,421 | 175,474 | 165,088 |
OPERATING EXPENSES: | ||||
Selling, general, and administrative | 39,201 | 36,328 | 115,407 | 111,682 |
Research and development | 10,515 | 8,688 | 29,389 | 27,109 |
Intangible asset impairment charges | 0 | 1,102 | 0 | 1,102 |
Contingent consideration (benefit) expense | (58) | (773) | 185 | (754) |
Acquired in-process research and development | 1,000 | 0 | 1,000 | 0 |
Total operating expenses | 50,658 | 45,345 | 145,981 | 139,139 |
INCOME FROM OPERATIONS | 8,547 | 12,076 | 29,493 | 25,949 |
OTHER INCOME (EXPENSE): | ||||
Interest income | 78 | 41 | 210 | 187 |
Interest expense | (1,489) | (2,008) | (4,776) | (6,967) |
Other income (expense) — net | (476) | 144 | (281) | 52 |
Other (expense) — net | (1,887) | (1,823) | (4,847) | (6,728) |
INCOME BEFORE INCOME TAXES | 6,660 | 10,253 | 24,646 | 19,221 |
INCOME TAX EXPENSE | 1,842 | 2,489 | 7,253 | 4,918 |
NET INCOME | $ 4,818 | $ 7,764 | $ 17,393 | $ 14,303 |
EARNINGS PER COMMON SHARE: | ||||
Basic (in dollars per share) | $ 0.11 | $ 0.18 | $ 0.40 | $ 0.33 |
Diluted (in dollars per share) | $ 0.11 | $ 0.18 | $ 0.39 | $ 0.33 |
AVERAGE COMMON SHARES: | ||||
Basic (in shares) | 44,165 | 43,229 | 43,976 | 43,053 |
Diluted (in shares) | 44,734 | 43,398 | 44,467 | 43,315 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 4,818 | $ 7,764 | $ 17,393 | $ 14,303 |
Other comprehensive income (loss): | ||||
Interest rate swap | (621) | 794 | (1,421) | (66) |
Less income tax benefit (expense) | 242 | (308) | 553 | 26 |
Foreign currency translation adjustment | (497) | (682) | (2,106) | (739) |
Less income tax benefit | 185 | 151 | 258 | 182 |
Total other comprehensive (loss) | (691) | (45) | (2,716) | (597) |
Total comprehensive income | $ 4,127 | $ 7,719 | $ 14,677 | $ 13,706 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Acquired in-process research and development | $ 1,000 | $ 0 |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | 17,393 | 14,303 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 27,745 | 26,719 |
Losses on sales and/or abandonment of property and equipment | 121 | 549 |
Write-off of patents and intangible assets | 99 | 1,360 |
Amortization of deferred credits | (129) | (131) |
Amortization of long-term debt issuance costs | 741 | 741 |
Deferred income taxes | 956 | (184) |
Excess tax benefits from stock-based compensation | (1,972) | (243) |
Stock-based compensation expense | 1,643 | 1,004 |
Changes in operating assets and liabilities, net of effects from acquisitions: | ||
Trade receivables | (3,524) | (9,198) |
Employee receivables | (37) | 44 |
Other receivables | 776 | (885) |
Inventories | (7,432) | (10,553) |
Prepaid expenses | (499) | (608) |
Prepaid income taxes | (43) | 33 |
Income tax refund receivables | (218) | 10 |
Other assets | (776) | (1,128) |
Trade payables | 9,738 | 655 |
Accrued expenses | 7,017 | 4,686 |
Advances from employees | 164 | 599 |
Income taxes payable | 4,046 | 3,248 |
Liabilities related to unrecognized tax benefits | (704) | (844) |
Deferred compensation payable | 298 | 644 |
Other long-term obligations | 602 | 764 |
Total adjustments | 39,612 | 17,282 |
Net cash provided by operating activities | 57,005 | 31,585 |
Capital expenditures for: | ||
Property and equipment | (39,501) | (24,262) |
Intangible assets | (1,385) | (1,368) |
Proceeds from sale-leaseback transactions | 2,017 | 3,184 |
Proceeds from the sale of property and equipment | 42 | 62 |
Cash paid in acquisitions, net of cash acquired | (11,868) | (4,202) |
Net cash used in investing activities | (50,695) | (26,586) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 5,924 | 3,811 |
Proceeds from issuance of long-term debt | 109,905 | 108,782 |
Payments on long-term debt | (124,177) | (117,772) |
Excess tax benefits from stock-based compensation | 1,972 | 243 |
Contingent payments related to acquisitions | (194) | (55) |
Payment of taxes related to an exchange of common stock | (918) | (220) |
Net cash used in financing activities | (7,488) | (5,211) |
EFFECT OF EXCHANGE RATES ON CASH | (318) | (809) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (1,496) | (1,021) |
CASH AND CASH EQUIVALENTS: | ||
Beginning of period | 7,355 | 7,459 |
End of period | 5,859 | 6,438 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Interest (net of capitalized interest of $256 and $294, respectively) | 4,713 | 7,204 |
Income taxes | 2,905 | 2,679 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment purchases in accounts payable | 2,321 | 3,853 |
Merit common stock surrendered (185 and 108 shares, respectively) in exchange for exercise of stock options | 3,802 | 1,641 |
Acquisition purchases in accrued expenses and other long-term obligations | $ 1,300 | 0 |
Cost-method Investments [Member] | Blockade Medical LLC [Member] | ||
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Cost method investment converted to intangible asset in acquisition in lieu of cash payment | $ 0 |
CONSOLIDATED STATEMENTS OF CAS7
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2013 | |
Net capitalized interest | $ 256 | $ 294 | |
Common Stock | |||
Company's common stock surrendered in exchange for the exercise of stock options (in shares) | 185 | 108 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation. The interim consolidated financial statements of Merit Medical Systems, Inc. ("Merit," "we" or "us") for the three and nine-month periods ended September 30, 2015 and 2014 are not audited. Our consolidated financial statements are prepared in accordance with the requirements for unaudited interim periods and, consequently, do not include all disclosures required to be made in conformity with accounting principles generally accepted in the United States of America. In the opinion of our management, the accompanying consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of our financial position as of September 30, 2015 and our results of operations and cash flows for the three and nine-month periods ended September 30, 2015 and 2014 . The results of operations for the three and nine-month periods ended September 30, 2015 are not necessarily indicative of the results for a full-year period. These interim consolidated financial statements should be read in conjunction with the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the "SEC"). |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories. Inventories at September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): September 30, 2015 December 31, 2014 Finished goods $ 50,500 $ 50,000 Work-in-process 13,941 7,680 Raw materials 35,877 34,093 Total $ 100,318 $ 91,773 |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Stock-Based Compensation. Stock-based compensation expense before income tax expense for the three and nine-month periods ended September 30, 2015 and 2014 , consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Cost of goods sold $ 84 $ 19 $ 285 $ 109 Research and development 35 24 94 57 Selling, general, and administrative 439 298 1,264 838 Stock-based compensation expense before taxes $ 558 $ 341 $ 1,643 $ 1,004 As of September 30, 2015 , the total remaining unrecognized compensation cost related to non-vested stock options, net of expected forfeitures, was approximately $6.5 million and is expected to be recognized over a weighted average period of 3.66 years. During the three and nine-month periods ended September 30, 2015 , we granted awards representing 21,233 and 618,033 shares of our common stock, respectively. We did not grant any awards for shares of our common stock during the three-month period ended September 30, 2014; however, during the nine-month period ended September 30, 2014 , we granted awards representing 125,000 shares of our common stock. We use the Black-Scholes methodology to value the stock-based compensation expense for options. In applying the Black-Scholes methodology to the options granted during the nine-month periods ended September 30, 2015 and 2014, the fair value of our stock-based awards granted was estimated using the following assumptions: Nine Months Ended September 30, 2015 September 30, 2014 Risk-free interest rate 1.53% - 1.66% 1.97% Expected option life in years 5.0 5.5 Expected dividend yield —% —% Expected price volatility 33.72% - 35.11% 36.90% For purposes of the foregoing analysis, the average risk-free interest rate is determined using the U.S. Treasury rate in effect as of the date of grant, based on the expected term of the stock option. The expected term of the stock options is determined using the historical exercise behavior of employees. The expected price volatility is determined using a weighted average of daily historical volatility of our stock price over the corresponding expected option life and implied volatility based on recent trends of the daily historical volatility. Compensation expense is recognized on a straight-line basis over the service period, which corresponds to the related vesting period. |
Earnings Per Common Share (EPS)
Earnings Per Common Share (EPS) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Earnings Per Common Share (EPS) | Earnings Per Common Share (EPS). The computation of our weighted average shares outstanding and the basic and diluted earnings per common share for the following periods consisted of the following (in thousands, except per share amounts): Three Months Nine Months Net Income Shares Per Share Amount Net Income Shares Per Share Amount Period ended September 30, 2015: Basic EPS $ 4,818 44,165 $ 0.11 $ 17,393 43,976 $ 0.40 Effect of dilutive stock options and warrants 569 491 Diluted EPS $ 4,818 44,734 $ 0.11 $ 17,393 44,467 $ 0.39 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 168 468 Period ended September 30, 2014: Basic EPS $ 7,764 43,229 $ 0.18 $ 14,303 43,053 $ 0.33 Effect of dilutive stock options and warrants 169 262 Diluted EPS $ 7,764 43,398 $ 0.18 $ 14,303 43,315 $ 0.33 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 1,173 1,427 |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions. On September 29, 2015, we entered into a license agreement with Blockade Medical, LLC, a Delaware limited liability company ("Blockade"), for rights to a set of endovascular embolization products. As part of the agreement, in lieu of any additional payment, we converted a loan of $1.7 million we had previously made to Blockade, as well as the $1.0 million we had recorded as a cost method investment in Blockade, toward the purchase price of the license. As of September 30, 2015, we recorded $2.7 million to a license agreement intangible asset, which we intend to amortize over 10 years . On August 19, 2015, we purchased 116,279 shares of Series A Preferred Stock of Xablecath, Inc., a Delaware corporation ("Xablecath"), which represents an ownership interest of approximately 14.0% , for an aggregate price of approximately $300,000 , which is accounted for at cost. Xablecath is developing an over-the-wire crossing catheter. On July 17, 2015, we entered into an asset purchase agreement with LeMatire Vascular, Inc., a Delaware corporation ("LeMaitre"), for rights to the Unballoon® non-occlusive modeling catheter. We accounted for the transaction as an asset purchase. The full purchase price of $400,000 was paid during the quarter ended September 30, 2015, and the purchase price was recorded as a developed technology intangible asset, which we intend to amortize over a period of 10 years . On July 14, 2015, we entered into an asset purchase agreement with Quellent, LLC, a California limited liability company ("Quellent"), for superabsorbent pad technology. The purchase price for the asset was $1.0 million , payable in two installments. We accounted for this acquisition as a business combination. The first payment of $500,000 was paid during the quarter ended September 30, 2015 upon execution of the agreement, and the second payment of $500,000 was recorded as an accrued liability as of September 30, 2015. We also recorded $270,000 of contingent consideration related to royalties payable to Quellent pursuant to this agreement. The sales and results of operations related to this acquisition have been included in our cardiovascular segment since the acquisition date and were not material. The purchase price was allocated as follows: $1.21 million to a developed technology intangible asset and $60,000 to goodwill as of September 30, 2015. We intend to amortize the developed technology intangible asset over 13 years . The pro forma consolidated results of operations are not presented, as we do not deem the pro forma effect of the transaction to be material. On July 1, 2015, we entered into an agreement with Catch Medical, LLC, a Utah limited liability company ("Catch Medical"), to purchase rights to a steerable snare. We expensed the full purchase price of $1.0 million to in-process research and development during the quarter ended September 30, 2015. The initial costs of in-process research and development acquired in this asset purchase were expensed as the project does not have alternative future use. These costs include payments incurred prior to regulatory approval in connection with acquired research and development projects that provide rights to develop, manufacture, market and sell products. During the quarter ended September 30, 2015, we paid cash of $200,000 and recorded $200,000 as a current liability for the portion that will be due in less than a year. We also recorded $600,000 as a long-term obligation for the portion that will be due in over a year. On July 1, 2015, we entered into a license agreement with Distal Access, LLC, a Utah limited liability company ("Distal"), for guidewire controller technology. We made a payment of $3.5 million upon the closing of the agreement during the quarter ended September 30, 2015. We accounted for this acquisition as an asset purchase. We recorded the purchase price to a license agreement intangible asset of $3.5 million , which we intend to amortize over a period of six years . On March 26, 2015, we entered into an asset purchase agreement with Teleflex Incorporated, a Delaware corporation ("Teleflex"). We accounted for the transaction as an asset purchase. During the three months ended September 30, 2015, we paid $400,000 to acquire the asset, which we recorded as a customer list intangible asset. We will be obligated to pay an additional $400,000 if Teleflex meets certain obligations under the agreement, which will be recorded to the customer list intangible asset at that time. We intend to amortize the asset over a period of five years . On January 6, 2015, we amended a distribution and patent sublicense agreement with Catheter Connections, Inc., a Utah corporation ("CathConn"), which we had originally entered into on August 21, 2012 for CathConn's MaleCap Solo technology. The amendment provides exclusive rights for certain aspects of CathConn's DualCap disinfecting cap technology. We paid CathConn an additional $250,000 in January 2015. The purchase price was allocated to a distribution agreement for $250,000 , which we intend to amortize over 10 years . On August 8, 2014, we entered into a license agreement and a distribution agreement with a medical device company for the right to manufacture and sell certain percutaneous transluminal angioplasty balloon catheter products. As of December 31, 2014 , we had paid $3.0 million and recorded an additional $1.0 million obligation to accrued liabilities in connection with these agreements. During the quarter ended March 31, 2015, we paid the $1.0 million that was accrued as of December 31, 2014 . During the quarter ended June 30, 2015, we paid another $1.0 million and we had recorded an additional $1.5 million obligation to accrued liabilities as of June 30, 2015 with the completion of additional milestones under these two agreements. As of September 30, 2015, we had paid all obligations under these two agreements. We accounted for the transaction contemplated by the foregoing agreements as an asset purchase. Of the purchase price paid as of September 30, 2015 , $200,000 was allocated to a distribution agreement asset, which we are amortizing over a period of three years , and $6.3 million was allocated to a license agreement asset, which we intend to amortize over a period of 12 years . |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | Segment Reporting. We report our operations in two operating segments: cardiovascular and endoscopy. Our cardiovascular segment consists of cardiology and radiology medical device products which assist in diagnosing and treating coronary artery disease, peripheral vascular disease and other non-vascular diseases and includes embolotherapeutic products and cardiac rhythm management and electrophysiology ("CRM/EP") devices. Our endoscopy segment consists of gastroenterology and pulmonology medical device products which assist in the palliative treatment of expanding esophageal, tracheobronchial and biliary strictures caused by malignant tumors. We evaluate the performance of our operating segments based on operating income (loss). Financial information relating to our reportable operating segments and reconciliations to the consolidated totals for the three and nine -month periods ended September 30, 2015 and 2014 , are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues Cardiovascular $ 130,957 $ 124,191 $ 388,507 $ 363,767 Endoscopy 5,129 4,617 15,238 13,142 Total revenues 136,086 128,808 403,745 376,909 Operating income Cardiovascular 7,995 11,520 27,323 25,216 Endoscopy 552 556 2,170 733 Total operating income 8,547 12,076 29,493 25,949 |
RECENT ACCOUNTING PRONOUCEMENTS
RECENT ACCOUNTING PRONOUCEMENTS (Notes) | 9 Months Ended |
Sep. 30, 2015 | |
Recent Accounting Pronouncements [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements . In September 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-16, Simplifying the Accounting for Measurement-Period Adjustments , which eliminates the requirement to retrospectively account for measurement-period adjustments. This standard is effective for our financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. We intend to apply the new guidance on a prospective basis. We do not presently anticipate that the adoption of this standard will have a material impact on our financial statements. In August 2015, the FASB issued ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting, to clarify that given the absence of authoritative guidance within ASU No. 2015-03 for debt issuance costs related to the line-of-credit arrangements, such costs may be presented as an asset and subsequently amortized ratably over the term of the line-of-credit arrangement. We do not presently expect the adoption of this update to have a material effect on the consolidated financial statements. In July 2015, the FASB issued ASU 2015-11, "Simplifying the Measurement of Inventory." This standard requires that inventory be measured at the lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory measured using last-in, first-out or the retail inventory method are excluded from the scope of this update which is effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 31, 2017. We do not anticipate that the implementation of ASU 2015-11 will have a material impact on the Company's consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. This standard is effective for our financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The new guidance will be applied on a retrospective basis. We do not presently anticipate that the adoption of this standard will have a material impact on our financial statements. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern , which requires management to assess, at each annual and interim reporting period, the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and provide related disclosures. This standard is effective for the year ending December 31, 2016, with early adoption permitted. We do not presently anticipate that the adoption of this standard will have a material impact on our financial statements. In May 2014, the FASB issued authoritative guidance amending the FASB Accounting Standards Codification and creating a new Topic 606, Revenue from Contracts with Customers . The new guidance clarifies the principles for recognizing revenue and develops a common revenue standard for U.S. GAAP applicable to revenue transactions. This guidance provides that an entity should recognize revenue to depict the transfer of 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 existing industry guidance will be eliminated when the new guidance becomes effective and annual disclosures will be substantially revised. Additional disclosures will also be required under the new standard. In July 2015, the FASB approved a proposal that extended the required implementation date one year to the first quarter of 2018 but also would permit companies to adopt the standard at the original effective date of 2017. Implementation may be either through retrospective application to each period from the first quarter of 2016 or with a cumulative effect adjustment upon adoption in 2018. We are assessing the impact this new standard is anticipated to have on our consolidated financial statements. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes. Our overall effective tax rate for the three months ended September 30, 2015 was 27.7% , compared to 24.3% for the three months ended September 30, 2014 . For the nine months ended September 30, 2015 , our effective tax rate was 29.4% , compared to 25.6% for the nine months ended September 30, 2014 . The increase in the effective tax rate for both periods, compared to the corresponding periods for the prior year, was primarily due to the impact of certain tax benefits recognized during the third quarter of 2014, which were not repeated in the third quarter of 2015. |
Long-term Debt
Long-term Debt | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-term Debt. We entered into an Amended and Restated Credit Agreement, dated December 19, 2012, with the lenders who are or may become party thereto (collectively, the "Lenders") and Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent for the Lenders, which was amended on October 4, 2013 by a First Amendment to the Amended and Restated Credit Agreement by and among Merit, certain subsidiaries of Merit, the Lenders and Wells Fargo as administrative agent for the Lenders (as amended, the "Credit Agreement"). Pursuant to the terms of the Credit Agreement, the Lenders have agreed to make revolving credit loans up to an aggregate amount of $215 million . The Lenders also made a term loan in the amount of $100 million , repayable in quarterly installments in the amounts provided in the Credit Agreement until the maturity date of December 19, 2017, at which time the term and revolving credit loans, together with accrued interest thereon, will be due and payable. In addition, certain mandatory prepayments are required to be made upon the occurrence of certain events described in the Credit Agreement. Wells Fargo has agreed, upon satisfaction of certain conditions, to make swingline loans from time to time through the maturity date in amounts equal to the difference between the amounts actually loaned by the Lenders and the aggregate revolving credit commitment. The Credit Agreement is collateralized by substantially all of our assets. At any time prior to the maturity date, we may repay any amounts owing under all revolving credit loans, term loans, and all swingline loans in whole or in part, subject to certain minimum thresholds, without premium or penalty, other than breakage costs. The term loan and any revolving credit loans made under the Credit Agreement bear interest, at our election, at either (i) the base rate (described below) plus 0.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1), (ii) the London Inter-Bank Offered Rate (“LIBOR”) Market Index Rate (as defined in the Credit Agreement) plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1), or (iii) the LIBOR Rate (as defined in the Credit Agreement) plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1). Initially, the term loan and revolving credit loans under the Credit Agreement bear interest, at our election, at either (x) the base rate plus 1.00% , (y) the LIBOR Market Index Rate , plus 2.00% , or (z) the LIBOR Rate plus 2.00% . Swingline loans bear interest at the LIBOR Market Index Rate plus 1.25% (subject to adjustment if the Consolidated Total Leverage Ratio, as defined in the Credit Agreement, is at or greater than 2.25 to 1). Initially, swingline loans bear interest at the LIBOR Market Index Rate plus 2.00% . Interest on each loan featuring the base rate or the LIBOR Market Index Rate is due and payable on the last business day of each calendar month; interest on each loan featuring the LIBOR Rate is due and payable on the last day of each interest period selected by us when selecting the LIBOR Rate as the benchmark for interest calculation. For purposes of the Credit Agreement, the base rate means the highest of (i) the prime rate (as announced by Wells Fargo) , (ii) the federal funds rate plus 0.50% , and (iii) LIBOR for an interest period of one month plus 1.00% . Our obligations under the Credit Agreement and all loans made thereunder are fully secured by a security interest in our assets pursuant to a separate collateral agreement entered into in conjunction with the Credit Agreement. The Credit Agreement contains covenants, representations and warranties and other terms customary for revolving credit loans of this nature. In this regard, the Credit Agreement requires us to not, among other things, (a) permit the Consolidated Total Leverage Ratio (as defined in the Credit Agreement) to be greater than 4.75 to 1 through the end of 2013, no more than 4.00 to 1 as of the fiscal quarter ending March 31, 2014, no more than 3.75 to 1 as of the fiscal quarter ending June 30, 2014, no more than 3.50 to 1 as of the fiscal quarter ending September 30, 2014, no more than 3.25 to 1 as of the fiscal quarter ending December 31, 2014, no more than 3.00 to 1 as of any fiscal quarter ending during 2015, no more than 2.75 to 1 as of any fiscal quarter ending during 2016, and no more than 2.50 to 1 as of any fiscal quarter ending thereafter; (b) for any period of four consecutive fiscal quarters, permit the ratio of Consolidated EBITDA (as defined in the Credit Agreement and subject to certain adjustments) to Consolidated Fixed Charges (as defined in the Credit Agreement) to be less than 1.75 to 1; (c) subject to certain adjustments, permit Consolidated Net Income (as defined in the Credit Agreement) for certain periods to be less than $0 ; or (d) subject to certain conditions and adjustments, permit the aggregate amount of all Facility Capital Expenditures (as defined in the Credit Agreement) in any fiscal year beginning in 2013 to exceed $30 million . Additionally, the Credit Agreement contains various negative covenants with which we must comply, including, but not limited to, limitations respecting: the incurrence of indebtedness, the creation of liens or pledges on our assets, mergers or similar combinations or liquidations, asset dispositions, the repurchase or redemption of equity interests or debt, the issuance of equity, the payment of dividends and certain distributions, the entry into related party transactions and other provisions customary in similar types of agreements. As of September 30, 2015 , we were in compliance with all covenants set forth in the Credit Agreement. We had originally entered into an unsecured credit agreement, dated September 30, 2010, with certain lenders who were or became party thereto and Wells Fargo, as administrative agent for the lenders. Pursuant to the terms of that credit agreement, the lenders agreed to make revolving credit loans up to an aggregate amount of $175 million . Wells Fargo also agreed to make swingline loans from time to time through the maturity date of September 10, 2015 in amounts equal to the difference between the amount actually loaned by the lenders and the aggregate credit agreement. The unsecured credit agreement was amended and restated as of December 19, 2012, as the Credit Agreement. In summary, principal balances under our long-term debt as of September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): September 30, 2015 December 31, 2014 Term loan $ 67,462 $ 82,500 Revolving credit loans 142,756 141,990 Total long-term debt 210,218 224,490 Less current portion 10,000 10,000 Long-term portion $ 200,218 $ 214,490 Future minimum principal payments on our long-term debt as of September 30, 2015 , are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments 2015 $ 2,500 2016 10,000 2017 197,718 Total future minimum principal payments $ 210,218 As of September 30, 2015 , we had outstanding borrowings of approximately $210.2 million under the Credit Agreement, with available borrowings of approximately $32.2 million , based on the leverage ratio in the terms of the Credit Agreement. Our interest rate as of September 30, 2015 was a fixed rate of 2.98% on $136.3 million as a result of an interest rate swap (see Note 10), a variable floating rate of 1.71% on $65.5 million and a variable floating rate of 1.83% on approximately $8.4 million . Our interest rate as of December 31, 2014 was a fixed rate of 2.98% on $140.0 million as a result of an interest rate swap, a variable floating rate of 2.17% on $84.3 million and a variable floating rate of 2.26% on approximately $174,000 . |
Derivatives
Derivatives | 9 Months Ended |
Sep. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives. Interest Rate Swap. On December 19, 2012, we entered into a pay-fixed, receive-variable interest rate swap having an initial notional amount of $150 million with Wells Fargo to fix the one-month LIBOR rate at 0.98% . The variable portion of the interest rate swap is tied to the one-month LIBOR rate (the benchmark interest rate). 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 a monthly basis. The notional amount of the interest rate swap is reduced quarterly by 50% of the minimum principal payment due under the terms of the Credit Agreement. The interest rate swap is scheduled to expire on December 19, 2017. At September 30, 2015 , our interest rate swap qualified as a cash flow hedge. The fair value of our interest rate swap at September 30, 2015 was a liability of approximately $848,000 , which was offset by approximately $330,000 in deferred taxes. The fair value of our interest rate swap at December 31, 2014 was an asset of approximately $573,000 , which was offset by approximately $223,000 in deferred taxes. During the three and nine-month periods ended September 30, 2015 and 2014 , the amounts reclassified from accumulated other comprehensive income to earnings due to hedge effectiveness were included in interest expense in the accompanying consolidated statements of income and were not material. Foreign Currency Forward Contracts . On August 31, 2015, we forecasted a net exposure for September 30, 2015 (representing the difference between Euro and GBP-denominated receivables and Euro-denominated payables) of approximately 160,000 Euros and 355,000 GBPs. In order to partially offset such risks, on August 31, 2015, we entered into a 30-day forward contract for the Euro and GBP with a notional amount of approximately 160,000 Euros and notional amount of 355,000 GBPs. We may enter into similar transactions at various times during the year to partially offset exchange rate risks we bear throughout the year. These contracts are marked to market at the end of each month. The effect on our consolidated statements of income for the three and nine-month periods ended September 30, 2015 and 2014 of all forward contracts, and the fair value of our open positions at September 30, 2015 , were not material. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements. Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description September 30, 2015 (Level 1) (Level 2) (Level 3) Interest rate swap (1) $ (848 ) $ — $ (848 ) $ — Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description December 31, 2014 (Level 1) (Level 2) (Level 3) Interest rate swap (1) $ 573 $ — $ 573 $ — (1) The fair value of the interest rate swap is determined based on forward yield curves. Certain of our business combinations involve the potential for the payment of future contingent consideration, generally based on a percentage of future product sales or upon attaining specified future revenue milestones. The contingent consideration liability is re-measured at the estimated fair value at each reporting period with the change in fair value recognized within operating expenses in the accompanying consolidated statements of income. We measure the initial liability and re-measure the liability on a recurring basis using Level 2 inputs as defined under authoritative guidance for fair value measurements. Changes in the fair value of our contingent consideration liability during the three and nine-month periods ended September 30, 2015 and 2014 , consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Beginning balance $ 1,949 $ 2,507 $ 1,886 $ 2,526 Contingent consideration liability recorded as the result of acquisitions (see Note 5) 270 — 270 — Fair value adjustments recorded to income during the period (58 ) (773 ) 185 (754 ) Contingent payments made (14 ) (17 ) (194 ) (55 ) Ending balance $ 2,147 $ 1,717 $ 2,147 $ 1,717 The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at September 30, 2015 (amount in thousands): Contingent consideration liability Fair value at September 30, 2015 Valuation technique Unobservable inputs Range Revenue-based payments $ 1,999 Discounted cash flow Discount rate 5% - 15% Probability of milestone payment 15% - 100% Projected year of payments 2015-2028 Other payments $ 148 Discounted cash flow Discount rate 5% Probability of milestone payment 100% Projected year of payments 2016 The contingent consideration liability is re-measured to fair value each reporting period using projected revenues, discount rates, probabilities of payment, and projected payment dates. Projected contingent payment amounts are discounted back to the current period using a discounted cash flow model. Projected revenues are based on our most recent internal operational budgets and long-range strategic plans. Increases (decreases) in discount rates and the time to payment may result in lower (higher) fair value measurements. A decrease in the probability of any milestone payment may result in lower fair value measurements. An increase (decrease) in either the discount rate or the time to payment, in isolation, may result in a significantly lower (higher) fair value measurement. Our determination of the fair value of the contingent consideration liability could change in future periods based upon our ongoing evaluation of these significant unobservable inputs. We intend to record any such change in fair value to operating expenses in our consolidated statements of income. As of September 30, 2015 , approximately $931,000 was included in other long-term obligations and $1.2 million was included in accrued expenses in our consolidated balance sheet. As of December 31, 2014 , approximately $803,000 was included in other long-term obligations and $1.1 million was included in accrued expenses in our consolidated balance sheet. The cash paid to settle the contingent consideration liability recognized at fair value as of the acquisition date (including measurement-period adjustments) has been reflected as a cash outflow from financing activities in the accompanying consolidated statements of cash flows. During the three and nine-month periods ended September 30, 2015 , we had losses of approximately $85,000 and $99,000 , respectively, compared to $1.2 million and $1.4 million for the three and nine-month periods ended September 30, 2014 , respectively, related to the measurement of non-financial assets at fair value on a nonrecurring basis subsequent to their initial recognition. The carrying amount of cash and cash equivalents, receivables, and trade payables approximates fair value because of the immediate, short-term maturity of these financial instruments. The carrying amount of long-term debt approximates fair value, as determined by borrowing rates estimated to be available to us for debt with similar terms and conditions. The fair value of assets and liabilities whose carrying value approximates fair value is determined using Level 2 inputs, with the exception of cash and cash equivalents (Level 1). |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets. The changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows (in thousands): 2015 Goodwill balance at December 31, 2014 184,464 Effect of foreign exchange (40 ) Additions as the result of acquisitions 60 Goodwill balance at September 30 $ 184,484 There were no changes in the carrying amount of goodwill for the nine months ended September 30, 2014. As of September 30, 2015 , we had recorded $8.3 million of accumulated goodwill impairment charges. All of the goodwill balance as of September 30, 2015 and December 31, 2014 related to our cardiovascular segment. Other intangible assets at September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): September 30, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 11,484 $ (2,476 ) $ 9,008 Distribution agreements 5,626 (2,705 ) 2,921 License agreements 18,463 (2,271 ) 16,192 Trademarks 7,268 (2,435 ) 4,833 Covenants not to compete 1,029 (815 ) 214 Customer lists 20,806 (14,572 ) 6,234 Royalty agreements 267 (267 ) — Total $ 64,943 $ (25,541 ) $ 39,402 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 10,199 $ (2,196 ) $ 8,003 Distribution agreements 5,376 (2,285 ) 3,091 License agreements 8,995 (1,823 ) 7,172 Trademarks 7,298 (2,079 ) 5,219 Covenants not to compete 1,029 (636 ) 393 Customer lists 20,452 (13,194 ) 7,258 Royalty agreements 267 (267 ) — Total $ 53,616 $ (22,480 ) $ 31,136 Aggregate amortization expense for the three and nine-month periods ended September 30, 2015 was approximately $3.7 million and $11.1 million , respectively, and approximately $3.8 million and $11.2 million for the three and nine-month periods ending September 30, 2014 , respectively. Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of September 30, 2015 (in thousands): Year Ending December 31 Remaining 2015 $ 4,446 2016 15,906 2017 15,274 2018 14,849 2019 14,527 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies. In the ordinary course of business, we are involved in various claims and litigation matters. These claims and litigation matters may include actions involving product liability, intellectual property, contractual, and employment matters. We do not believe that any such actions are likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs for these matters such as outside counsel fees and expenses are charged to expense in the period incurred. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories at September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): September 30, 2015 December 31, 2014 Finished goods $ 50,500 $ 50,000 Work-in-process 13,941 7,680 Raw materials 35,877 34,093 Total $ 100,318 $ 91,773 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
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, 2015 and 2014 , consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Cost of goods sold $ 84 $ 19 $ 285 $ 109 Research and development 35 24 94 57 Selling, general, and administrative 439 298 1,264 838 Stock-based compensation expense before taxes $ 558 $ 341 $ 1,643 $ 1,004 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | In applying the Black-Scholes methodology to the options granted during the nine-month periods ended September 30, 2015 and 2014, the fair value of our stock-based awards granted was estimated using the following assumptions: Nine Months Ended September 30, 2015 September 30, 2014 Risk-free interest rate 1.53% - 1.66% 1.97% Expected option life in years 5.0 5.5 Expected dividend yield —% —% Expected price volatility 33.72% - 35.11% 36.90% |
Earnings Per Common Share (EP23
Earnings Per Common Share (EPS) (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share, Basic and Diluted [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The computation of our weighted average shares outstanding and the basic and diluted earnings per common share for the following periods consisted of the following (in thousands, except per share amounts): Three Months Nine Months Net Income Shares Per Share Amount Net Income Shares Per Share Amount Period ended September 30, 2015: Basic EPS $ 4,818 44,165 $ 0.11 $ 17,393 43,976 $ 0.40 Effect of dilutive stock options and warrants 569 491 Diluted EPS $ 4,818 44,734 $ 0.11 $ 17,393 44,467 $ 0.39 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 168 468 Period ended September 30, 2014: Basic EPS $ 7,764 43,229 $ 0.18 $ 14,303 43,053 $ 0.33 Effect of dilutive stock options and warrants 169 262 Diluted EPS $ 7,764 43,398 $ 0.18 $ 14,303 43,315 $ 0.33 Stock options excluded from the calculation of common stock equivalents as the impact was anti-dilutive 1,173 1,427 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 and 2014 , are as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Revenues Cardiovascular $ 130,957 $ 124,191 $ 388,507 $ 363,767 Endoscopy 5,129 4,617 15,238 13,142 Total revenues 136,086 128,808 403,745 376,909 Operating income Cardiovascular 7,995 11,520 27,323 25,216 Endoscopy 552 556 2,170 733 Total operating income 8,547 12,076 29,493 25,949 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | In summary, principal balances under our long-term debt as of September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): September 30, 2015 December 31, 2014 Term loan $ 67,462 $ 82,500 Revolving credit loans 142,756 141,990 Total long-term debt 210,218 224,490 Less current portion 10,000 10,000 Long-term portion $ 200,218 $ 214,490 |
Schedule of Maturities of Long-term Debt | Future minimum principal payments on our long-term debt as of September 30, 2015 , are as follows (in thousands): Years Ending Future Minimum December 31 Principal Payments 2015 $ 2,500 2016 10,000 2017 197,718 Total future minimum principal payments $ 210,218 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Our financial assets and (liabilities) carried at fair value measured on a recurring basis as of September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description September 30, 2015 (Level 1) (Level 2) (Level 3) Interest rate swap (1) $ (848 ) $ — $ (848 ) $ — Fair Value Measurements Using Total Fair Quoted prices in Significant other Significant Value at active markets observable inputs Unobservable inputs Description December 31, 2014 (Level 1) (Level 2) (Level 3) Interest rate swap (1) $ 573 $ — $ 573 $ — (1) The fair value of the interest rate swap is determined based on forward yield curves. |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation | Changes in the fair value of our contingent consideration liability during the three and nine-month periods ended September 30, 2015 and 2014 , consisted of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2015 2014 2015 2014 Beginning balance $ 1,949 $ 2,507 $ 1,886 $ 2,526 Contingent consideration liability recorded as the result of acquisitions (see Note 5) 270 — 270 — Fair value adjustments recorded to income during the period (58 ) (773 ) 185 (754 ) Contingent payments made (14 ) (17 ) (194 ) (55 ) Ending balance $ 2,147 $ 1,717 $ 2,147 $ 1,717 |
Fair Value Inputs, Liabilities, Quantitative Information | The recurring Level 3 measurement of our contingent consideration liability includes the following significant unobservable inputs at September 30, 2015 (amount in thousands): Contingent consideration liability Fair value at September 30, 2015 Valuation technique Unobservable inputs Range Revenue-based payments $ 1,999 Discounted cash flow Discount rate 5% - 15% Probability of milestone payment 15% - 100% Projected year of payments 2015-2028 Other payments $ 148 Discounted cash flow Discount rate 5% Probability of milestone payment 100% Projected year of payments 2016 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in carrying amount of goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2015 are as follows (in thousands): 2015 Goodwill balance at December 31, 2014 184,464 Effect of foreign exchange (40 ) Additions as the result of acquisitions 60 Goodwill balance at September 30 $ 184,484 |
Other intangible assets | Other intangible assets at September 30, 2015 and December 31, 2014 , consisted of the following (in thousands): September 30, 2015 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 11,484 $ (2,476 ) $ 9,008 Distribution agreements 5,626 (2,705 ) 2,921 License agreements 18,463 (2,271 ) 16,192 Trademarks 7,268 (2,435 ) 4,833 Covenants not to compete 1,029 (815 ) 214 Customer lists 20,806 (14,572 ) 6,234 Royalty agreements 267 (267 ) — Total $ 64,943 $ (25,541 ) $ 39,402 December 31, 2014 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents $ 10,199 $ (2,196 ) $ 8,003 Distribution agreements 5,376 (2,285 ) 3,091 License agreements 8,995 (1,823 ) 7,172 Trademarks 7,298 (2,079 ) 5,219 Covenants not to compete 1,029 (636 ) 393 Customer lists 20,452 (13,194 ) 7,258 Royalty agreements 267 (267 ) — Total $ 53,616 $ (22,480 ) $ 31,136 |
Estimated amortization expense | Estimated amortization expense for the developed technology and other intangible assets for the next five years consists of the following as of September 30, 2015 (in thousands): Year Ending December 31 Remaining 2015 $ 4,446 2016 15,906 2017 15,274 2018 14,849 2019 14,527 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 50,500 | $ 50,000 |
Work-in-process | 13,941 | 7,680 |
Raw materials | 35,877 | 34,093 |
Total | $ 100,318 | $ 91,773 |
Stock-based Compensation - Allo
Stock-based Compensation - Allocation of Recognized Period Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 558 | $ 341 | $ 1,643 | $ 1,004 |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized | $ 6,500 | $ 6,500 | ||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition | 3 years 7 months 27 days | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 21,233 | 618,033 | 125,000 | |
Cost of goods sold | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 84 | 19 | $ 285 | $ 109 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | 35 | 24 | 94 | 57 |
Selling, general, and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated Share-based Compensation Expense | $ 439 | $ 298 | $ 1,264 | $ 838 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value Calculation Assumptions (Details) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 1.53% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.66% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 1.97% | |
Expected option life in years | 5 years | 5 years 6 months |
Expected dividend yield | 0.00% | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 33.72% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 35.11% | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 36.90% |
Earnings Per Common Share (EP31
Earnings Per Common Share (EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Earnings Per Share, Basic and Diluted [Abstract] | ||||
Net Income, Basic EPS | $ 4,818 | $ 7,764 | $ 17,393 | $ 14,303 |
Shares, Basic EPS | 44,165 | 43,229 | 43,976 | 43,053 |
Basic (in dollars per share) | $ 0.11 | $ 0.18 | $ 0.40 | $ 0.33 |
Effect of dilutive stock options and warrants | 569 | 169 | 491 | 262 |
Net Income, Diluted EPS | $ 4,818 | $ 7,764 | $ 17,393 | $ 14,303 |
Shares, Diluted EPS | 44,734 | 43,398 | 44,467 | 43,315 |
Diluted (in dollars per share) | $ 0.11 | $ 0.18 | $ 0.39 | $ 0.33 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 168 | 1,173 | 468 | 1,427 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) | Sep. 29, 2015 | Jul. 17, 2015 | Jul. 14, 2015 | Jul. 01, 2015 | Jan. 06, 2015 | Aug. 08, 2014 | Jan. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire intangible assets | $ 1,000,000 | $ 1,000,000 | $ 3,000,000 | $ 1,385,000 | $ 1,368,000 | |||||||||||
Acquisition purchases in accrued expenses and other long-term obligations | $ 1,500,000 | $ 1,000,000 | ||||||||||||||
Research and Development Asset Acquired Other than Through Business Combination, Written-off | $ 1,000,000 | $ 0 | 1,000,000 | $ 0 | $ 0 | |||||||||||
License agreements and trademarks | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets purchased | 16,192,000 | 7,172,000 | 7,172,000 | 16,192,000 | 7,172,000 | |||||||||||
Useful life | 12 years | |||||||||||||||
Customer Lists [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets purchased | 6,234,000 | 7,258,000 | 7,258,000 | 6,234,000 | 7,258,000 | |||||||||||
Distribution agreements | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets purchased | 2,921,000 | 3,091,000 | 3,091,000 | 2,921,000 | 3,091,000 | |||||||||||
Useful life | 3 years | |||||||||||||||
Intangible assets | $ 200,000 | |||||||||||||||
Developed technology | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets purchased | 72,611,000 | $ 79,172,000 | $ 79,172,000 | 72,611,000 | $ 79,172,000 | |||||||||||
Intangible assets | $ 6,300,000 | |||||||||||||||
LeMaitre Vascular, Inc. [Member] | Developed technology | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire intangible assets | 400,000 | |||||||||||||||
Useful life | 10 years | |||||||||||||||
Catheter Connections, Inc. [Member] | Distribution agreements | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire intangible assets | $ 250,000 | |||||||||||||||
Intangible assets purchased | $ 250,000 | |||||||||||||||
Useful life | 10 years | |||||||||||||||
Blockade Medical LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Finite-Lived License Agreements, Gross | $ 2,700,000 | $ 2,700,000 | ||||||||||||||
Blockade Medical LLC [Member] | License agreements and trademarks | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Useful life | 10 years | |||||||||||||||
Xablecath, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Cost Method Investments, Interest Acquired, Number of Units | 116,279 | 116,279 | ||||||||||||||
Cost Method Investments, Ownership Percentage | 14.00% | 14.00% | ||||||||||||||
Cost Method Investments | $ 300,000 | $ 300,000 | ||||||||||||||
Quellent, LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire intangible assets | 500,000 | |||||||||||||||
Acquisition purchases in accrued expenses and other long-term obligations | 500,000 | |||||||||||||||
Business Combination, Contingent Consideration, Liability, Noncurrent | 270,000 | 270,000 | ||||||||||||||
Goodwill, Acquired During Period | 60,000 | |||||||||||||||
Purchase price | 1,000,000 | |||||||||||||||
Quellent, LLC [Member] | Developed technology | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Intangible assets purchased | 1,210,000 | 1,210,000 | ||||||||||||||
Useful life | 13 years | |||||||||||||||
Catch Medical, LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire intangible assets | 200,000 | |||||||||||||||
Acquisition purchases in accrued expenses and other long-term obligations | 200,000 | |||||||||||||||
Acquisition Purchases in Long-term Obligations | 600,000 | |||||||||||||||
Distal Access, LLC [Member] | License agreements and trademarks | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire intangible assets | 3,500,000 | |||||||||||||||
Intangible assets purchased | 3,500,000 | 3,500,000 | ||||||||||||||
Useful life | 6 years | |||||||||||||||
Teleflex Incorporated [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Future Payments Under Purchase Agreement | 400,000 | $ 400,000 | ||||||||||||||
Teleflex Incorporated [Member] | Customer Lists [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Payments to acquire intangible assets | $ 400,000 | |||||||||||||||
Useful life | 5 years | |||||||||||||||
Cost-method Investments [Member] | Blockade Medical LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Consideration transferred to acquire rights | $ 1,000,000 | |||||||||||||||
Loans Receivable [Member] | Blockade Medical LLC [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Consideration transferred to acquire rights | $ 1,700,000 |
Segment Reporting - Narrative (
Segment Reporting - Narrative (Details) | 9 Months Ended |
Sep. 30, 2015segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment Reporting - Operating I
Segment Reporting - Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Segment Reporting Information [Line Items] | ||||
Revenues | $ 136,086 | $ 128,808 | $ 403,745 | $ 376,909 |
Operating income | 8,547 | 12,076 | 29,493 | 25,949 |
Cardiovascular Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 130,957 | 124,191 | 388,507 | 363,767 |
Operating income | 7,995 | 11,520 | 27,323 | 25,216 |
Endoscopy Segment | ||||
Segment Reporting Information [Line Items] | ||||
Revenues | 5,129 | 4,617 | 15,238 | 13,142 |
Operating income | $ 552 | $ 556 | $ 2,170 | $ 733 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent | 27.70% | 24.30% | 29.40% | 25.60% |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) | Dec. 19, 2012USD ($) | Sep. 30, 2015USD ($)quarter | Dec. 31, 2014USD ($) | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Oct. 04, 2013USD ($) | Sep. 30, 2010USD ($) |
Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Current Quarter, Maximum | 4.75 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Quarter One, Maximum | 4 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Quarter Two, Maximum | 3.75 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Quarter Three, Maximum | 3.50 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Quarter Four, Maximum | 3.25 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Year Two, Maximum | 3 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Year Three, Maximum | 2.75 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Year Four, Maximum | 2.5 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated EBITDA to Fixed Charges Ratio, Number of Consecutive Quarters | quarter | 4 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated EBITDA to Fixed Charges Ratio, Minimum | 1.75 | ||||||||
Line of Credit Facility, Covenant Terms, Consolidated Net Income, Maximum | $ 0 | ||||||||
Line of Credit Facility, Covenant Terms, Facility Capital Expenditures, Next Twelve Months, Maximum | 30,000,000 | ||||||||
Line of Credit Facility, Amount Outstanding | 210,200,000 | ||||||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 32,200,000 | ||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 2.9825% | 2.98% | |||||||
Long-term Debt, Percentage Bearing Fixed Interest, Amount | $ 136,300,000 | $ 140,000,000 | |||||||
Base Rate | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | 0.25% | |||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Minimum | 2.25 | ||||||||
London Interbank Offered Rate (LIBOR) Market Index Rate | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 1.25% | |||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Minimum | 2.25 | ||||||||
London Interbank Offered Rate (LIBOR) | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 1.25% | |||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Minimum | 2.25 | ||||||||
Debt Instrument, Basis Spread on Base Rate | 0.01 | ||||||||
Federal Funds Rate | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Basis Spread on Base Rate | 0.0050 | ||||||||
Variable Rate 1 | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.71% | 2.17% | |||||||
Long-term Debt, Percentage Bearing Variable Interest, Amount | $ 65,500,000 | $ 84,300,000 | |||||||
Variable Rate 2 | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term Debt, Percentage Bearing Variable Interest, Percentage Rate | 1.83% | 2.26% | |||||||
Long-term Debt, Percentage Bearing Variable Interest, Amount | $ 8,400,000 | $ 174,000 | |||||||
Revolving Credit Facility | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 215,000,000 | ||||||||
Revolving Credit Facility | Wells Fargo | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 175,000,000 | ||||||||
Term Loan | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | ||||||||
Bridge Loan | Base Rate | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Line of Credit Facility, Covenant Terms, Consolidated Total Leverage Ratio, Minimum | 2.25 | ||||||||
Bridge Loan | London Interbank Offered Rate (LIBOR) Market Index Rate | Credit Agreement | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 1.25% |
Long-term Debt - Principal Bala
Long-term Debt - Principal Balances under Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 210,218 | $ 224,490 |
Less current portion | 10,000 | 10,000 |
Long-term portion | 200,218 | 214,490 |
Term Loan | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | 67,462 | 82,500 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Total long-term debt | $ 142,756 | $ 141,990 |
Long-term Debt - Future Minimum
Long-term Debt - Future Minimum Payments on Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
2,015 | $ 2,500 | |
2,016 | 10,000 | |
2,017 | 197,718 | |
Total long-term debt | $ 210,218 | $ 224,490 |
Derivatives - Interest Rate Swa
Derivatives - Interest Rate Swap (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2014 | Dec. 19, 2012 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||
Notional Amount of Interest Rate Cash Flow Hedge Derivatives | $ 150,000,000 | ||
Derivative, Fixed Interest Rate | 0.9825% | ||
Quarterly reduction of notional amount | 50.00% | ||
Interest rate swap (liability) | $ (848,000) | ||
Interest rate asset | $ 573,000 | ||
Accumulated other comprehensive income (loss), interest rate swap, tax benefit | $ 330,000 | $ 223,000 |
Derivatives - Foreign Currency
Derivatives - Foreign Currency Forward Contracts (Details) € in Thousands, £ in Thousands | Feb. 27, 2015 | Aug. 31, 2015GBP (£) | Aug. 31, 2015EUR (€) |
30 Day Forward Contract EURO | |||
Derivatives, Fair Value [Line Items] | |||
Forward Contract Term | 30 days | ||
Derivative, Notional Amount | € 160 | ||
30 Day Forward Contract GBP | |||
Derivatives, Fair Value [Line Items] | |||
Forward Contract Term | 30 days | ||
Derivative, Notional Amount | £ | £ 355 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and (Liabilities) Carried at Fair Value (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap (liability) | $ (848,000) | ||
Interest rate swap (asset) | $ 573,000 | ||
Fair Value, Measurements, Recurring | Estimate of Fair Value, Fair Value Disclosure | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap (liability) | [1] | (848,000) | |
Interest rate swap (asset) | [1] | 573,000 | |
Fair Value, Inputs, Level 1 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap (liability) | [1] | 0 | |
Interest rate swap (asset) | [1] | 0 | |
Fair Value, Inputs, Level 2 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap (liability) | [1] | (848,000) | |
Interest rate swap (asset) | [1] | 573,000 | |
Fair Value, Inputs, Level 3 | Fair Value, Measurements, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Interest rate swap (liability) | [1] | $ 0 | |
Interest rate swap (asset) | [1] | $ 0 | |
[1] | The fair value of the interest rate swap is determined based on forward yield curves. |
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, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||||
Beginning balance | $ 1,949 | $ 2,507 | $ 1,886 | $ 2,526 |
Contingent consideration liability recorded as the result of acquisitions (see Note 5) | 270 | 0 | 270 | 0 |
Fair value adjustments recorded to income during the period | (58) | (773) | 185 | (754) |
Contingent payments made | (14) | (17) | (194) | (55) |
Ending balance | $ 2,147 | $ 1,717 | $ 2,147 | $ 1,717 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Inputs, Liabilities, Quantitative Information (Details) - Contingent Consideration - USD ($) $ in Thousands | 9 Months Ended | |||||
Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||||
Contingent consideration liability | $ 2,147 | $ 1,949 | $ 1,886 | $ 1,717 | $ 2,507 | $ 2,526 |
Revenue-based Payments | ||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||||
Contingent consideration liability | $ 1,999 | |||||
Revenue-based Payments | Minimum | Income Approach Valuation Technique | Fair Value, Inputs, Level 3 | ||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||||
Discount rate | 5.00% | |||||
Probability of milestone payment | 15.00% | |||||
Revenue-based Payments | Maximum | Income Approach Valuation Technique | Fair Value, Inputs, Level 3 | ||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||||
Discount rate | 15.00% | |||||
Probability of milestone payment | 100.00% | |||||
Other Payments | ||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||||
Contingent consideration liability | $ 148 | |||||
Other Payments | Income Approach Valuation Technique | Fair Value, Inputs, Level 3 | ||||||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||||||
Discount rate | 5.00% | |||||
Probability of milestone payment | 100.00% |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Other Asset Impairment Charges | $ 85 | $ 1,200 | $ 99 | $ 1,400 | |
Other Long-term Obligations | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability | 931 | 931 | $ 803 | ||
Accrued Liabilities | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Contingent consideration liability | $ 1,200 | $ 1,200 | $ 1,100 |
Goodwill and Intangible Asset45
Goodwill and Intangible Assets - Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill [Roll Forward] | |
Goodwill balance at December 31, 2014 | $ 184,464 |
Effect of foreign exchange | (40) |
Additions as the result of acquisitions | 60 |
Goodwill balance at September 30 | $ 184,484 |
Goodwill and Intangible Asset46
Goodwill and Intangible Assets - Other Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 64,943 | $ 53,616 |
Accumulated Amortization | (25,541) | (22,480) |
Net Carrying Amount | 39,402 | 31,136 |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 11,484 | 10,199 |
Accumulated Amortization | (2,476) | (2,196) |
Net Carrying Amount | 9,008 | 8,003 |
Distribution agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 5,626 | 5,376 |
Accumulated Amortization | (2,705) | (2,285) |
Net Carrying Amount | 2,921 | 3,091 |
License agreements and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 18,463 | 8,995 |
Accumulated Amortization | (2,271) | (1,823) |
Net Carrying Amount | 16,192 | 7,172 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 7,268 | 7,298 |
Accumulated Amortization | (2,435) | (2,079) |
Net Carrying Amount | 4,833 | 5,219 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,029 | 1,029 |
Accumulated Amortization | (815) | (636) |
Net Carrying Amount | 214 | 393 |
Customer lists | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 20,806 | 20,452 |
Accumulated Amortization | (14,572) | (13,194) |
Net Carrying Amount | 6,234 | 7,258 |
Royalty agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 267 | 267 |
Accumulated Amortization | (267) | (267) |
Net Carrying Amount | $ 0 | $ 0 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets - Future Amortization Expense (Details) $ in Thousands | Sep. 30, 2015USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remaining 2,015 | $ 4,446 |
2,016 | 15,906 |
2,017 | 15,274 |
2,018 | 14,849 |
2,019 | $ 14,527 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill, Impaired, Accumulated Impairment Loss | $ 8.3 | $ 8.3 | ||
Aggregate amortization expense | $ 3.7 | $ 3.8 | $ 11.1 | $ 11.2 |