0001639691-19-000120 | 10-Q | XBRL Viewer

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Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2019	Jul. 29, 2019
Cover page.
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2019
Document Transition Report	false
Entity File Number	001-37599
Entity Incorporation, State or Country Code	X0
Entity Tax Identification Number	98-1268150
Entity Address, Address Line One	20 Eastbourne Terrace
Entity Address, City or Town	London
Entity Address, Country	GB
Entity Address, Postal Zip Code	W2 6LG
Country Region	44
City Area Code	0
Local Phone Number	203 325-0660
Title of 12(b) Security	Ordinary Shares - £1.00 par value per share
Trading Symbol	LIVN
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,391,670
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Registrant Name	LIVANOVA PLC
Entity Central Index Key	0001639691
Current Fiscal Year End Date	--12-31

Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement [Abstract]
Net sales	$ 277,169	$ 287,498	$ 527,970	$ 537,896
Costs and expenses:
Cost of sales - exclusive of amortization	74,942	91,993	159,196	176,591
Product remediation	5,113	1,542	8,060	5,257
Selling, general and administrative	127,213	123,439	252,917	227,600
Research and development	34,544	34,215	78,119	65,967
Merger and integration expenses	4,378	4,409	7,629	7,369
Restructuring expenses	1,332	476	3,865	2,357
Impairment of intangible assets	50,295	0	50,295	0
Amortization of intangibles	9,228	9,817	18,544	18,618
Operating (loss) income from continuing operations	(29,876)	21,607	(50,655)	34,137
Interest income	224	232	473	679
Interest expense	(4,054)	(3,006)	(5,716)	(5,117)
Gain on acquisition	0	0	0	11,484
Foreign exchange and other losses	(1,851)	(70)	(1,122)	(343)
(Loss) income from continuing operations before tax	(35,557)	18,763	(57,020)	40,840
Income tax (benefit) expense	(6,164)	(1,030)	(12,778)	2,863
Losses from equity method investments	0	(265)	0	(627)
Net (loss) income from continuing operations	(29,393)	19,528	(44,242)	37,350
Net income (loss) from discontinued operations, net of tax	178	(4,462)	178	(9,011)
Net (loss) income	$ (29,215)	$ 15,066	$ (44,064)	$ 28,339
Basic (loss) income per share:
Continuing operations (in Dollars per Share)	$ (0.61)	$ 0.40	$ (0.92)	$ 0.77
Discontinued operations (in Dollars per Share)	0.01	(0.09)	0.01	(0.18)
Basic (loss) income per share (in Dollars per Share)	(0.60)	0.31	(0.91)	0.59
Diluted (loss) income per share:
Continuing operations (in Dollars per Share)	(0.61)	0.40	(0.92)	0.76
Discontinued operations (in Dollars per Share)	0.01	(0.09)	0.01	(0.18)
Diluted (loss) income per share (in Dollars per Share)	$ (0.60)	$ 0.31	$ (0.91)	$ 0.58
Shares used in computing basic (loss) income per share (in Shares)	48,342	48,487	48,295	48,406
Shares used in computing diluted (loss) income per share (in Shares)	48,342	49,338	48,295	49,263

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (29,215)	$ 15,066	$ (44,064)	$ 28,339
Other comprehensive income (loss):
Net change in unrealized gain (loss) on derivatives	215	801	205	(456)
Tax effect	(52)	(192)	(50)	111
Net of tax	163	609	155	(345)
Foreign currency translation adjustment, net of tax	15,376	(58,154)	11,147	(47,601)
Total other comprehensive income (loss)	15,539	(57,545)	11,302	(47,946)
Total comprehensive (loss) income	$ (13,676)	$ (42,479)	$ (32,762)	$ (19,607)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Current Assets:
Cash and cash equivalents	$ 44,511	$ 47,204
Accounts receivable, net of allowance of $11,891 at June 30, 2019 and $11,598 at December 31, 2018	256,121	256,135
Inventories	168,669	153,535
Prepaid and refundable taxes	74,275	46,852
Prepaid expenses and other current assets	24,868	29,571
Total Current Assets	568,444	533,297
Property, plant and equipment, net	185,098	191,400
Goodwill	961,715	956,815
Intangible assets, net	721,033	770,439
Operating lease assets	56,831	0
Investments	25,095	24,823
Deferred tax assets	97,622	68,146
Other assets	5,821	4,781
Total Assets	2,621,659	2,549,701
Current Liabilities:
Current debt obligations	37,725	28,794
Accounts payable	88,516	76,735
Accrued liabilities and other	140,728	124,285
Current litigation provision liability	256,581	161,851
Taxes payable	11,571	22,530
Accrued employee compensation and related benefits	60,788	82,551
Total Current Liabilities	595,909	496,746
Long-term debt obligations	174,376	139,538
Contingent consideration	133,072	161,381
Litigation provision liability	36,750	132,210
Deferred tax liabilities	108,766	68,189
Long-term operating lease liabilities	47,377	0
Long-term employee compensation and related benefits	26,986	25,264
Other long-term liabilities	15,095	22,635
Total Liabilities	1,138,331	1,045,963
Commitments and contingencies (Note 12)
Stockholders’ Equity:
Ordinary Shares, £1.00 par value: unlimited shares authorized; 49,380,284 shares issued and 48,391,071 shares outstanding at June 30, 2019; 49,323,418 shares issued and 48,205,783 shares outstanding at December 31, 2018	76,217	76,144
Additional paid-in capital	1,717,220	1,705,111
Accumulated other comprehensive loss	(13,174)	(24,476)
Accumulated deficit	(295,643)	(251,579)
Treasury stock at cost, 991,811 ordinary shares at June 30, 2019; 1,117,635 ordinary shares at December 31, 2018	(1,292)	(1,462)
Total Stockholders’ Equity	1,483,328	1,503,738
Total Liabilities and Stockholders’ Equity	$ 2,621,659	$ 2,549,701

Condensed Consolidated Balance Sheets (Parenthetical) $ in Thousands	Jun. 30, 2019 USD ($) shares	Jun. 30, 2019 £ / shares	Dec. 31, 2018 USD ($) shares	Dec. 31, 2018 £ / shares
Statement of Financial Position [Abstract]
Allowance for doubtful accounts \| $	$ 11,891		$ 11,598
Ordinary shares, par value (in Pounds per Share) \| £ / shares		£ 1		£ 1
Ordinary shares issued (shares)	49,380,284		49,323,418
Ordinary shares outstanding (shares)	48,391,071		48,205,783
Treasury stock (shares)	989,213		1,117,635

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018
Operating Activities:
Net (loss) income	$ (44,064)	$ 28,339
Non-cash items included in net (loss) income:
Impairment of intangible assets	50,295	0
Amortization	18,544	18,609
Deferred tax expense (benefit)	15,897	(9,909)
Stock-based compensation	15,596	14,220
Depreciation	15,287	16,624
Remeasurement of contingent consideration to fair value	(10,600)	(5,546)
Amortization of operating lease assets	6,334	0
Amortization of income taxes payable on intercompany transfers of property	3,233	5,166
Gain on acquisition	0	(11,484)
Other	2,699	1,375
Changes in operating assets and liabilities:
Accounts receivable, net	(277)	21,799
Inventories	(14,284)	(11,285)
Other current and non-current assets	1,529	(15,786)
Accounts payable and accrued current and non-current liabilities	(29,129)	(5,104)
Taxes payable	(43,008)	1,234
Restructuring reserve	(5,473)	284
Net cash (used in) provided by operating activities	(17,421)	48,536
Investing Activities:
Purchases of property, plant and equipment	(10,796)	(12,486)
Acquisitions, net of cash acquired	(10,750)	(279,863)
Purchases of intangible assets	(1,022)	(745)
Proceeds from asset sales	401	13,222
Purchase of investment	(287)	0
Proceeds from the sale of CRM business franchise, net of cash disposed	0	186,682
Net cash used in investing activities	(22,454)	(93,190)
Financing Activities:
Proceeds from long-term debt obligations	53,777	0
Repayment of long-term debt obligations	(12,125)	(12,240)
Shares repurchased from employees for minimum tax withholding	(5,714)	(7,130)
Debt issuance costs	(3,688)	0
Proceeds from share issuances under ESPP	2,574	0
Change in short-term borrowing, net	2,355	(17,971)
Proceeds from short-term borrowing (maturities greater than 90 days)	0	240,000
Repayment of short-term borrowing (maturities greater than 90 days)	0	(190,000)
Payment of deferred consideration - acquisition of Caisson Interventional, LLC	0	(14,073)
Proceeds from exercise of stock options	323	2,731
Other	(445)	(390)
Net cash provided by financing activities	37,057	927
Effect of exchange rate changes on cash and cash equivalents	125	(2,508)
Net decrease in cash and cash equivalents	(2,693)	(46,235)
Cash and cash equivalents at beginning of period	47,204	93,615
Cash and cash equivalents at end of period	$ 44,511	$ 47,380

Unaudited Condensed Consolidated Financial Statements	6 Months Ended
Unaudited Condensed Consolidated Financial Statements	Jun. 30, 2019
Accounting Policies [Abstract]
Unaudited Condensed Consolidated Financial Statements	Note 1. Unaudited Condensed Consolidated Financial Statements Basis of Presentation The accompanying condensed consolidated financial statements of LivaNova as of, and for the three and six months ended June 30, 2019 and 2018, have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated balance sheet of LivaNova at December 31, 2018 has been derived from audited financial statements contained in our 2018 Form 10-K, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair statement of the operating results of LivaNova and its subsidiaries, for the three and six months ended June 30, 2019 and are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto accompanying our 2018 Form 10-K. Reclassifications We have reclassified certain prior period amounts for comparative purposes. These reclassifications did not have a material effect on our financial condition, results of operations or cash flows. We have reclassified certain amounts reported in “Note 3. Discontinued Operations” for the three and six months ended June 30, 2018. These corrections had no net impact to our previously reported net loss from discontinued operations for the three and six months ended June 30, 2018. Gross profit, as previously presented for the six months ended June 30, 2018, excluded amortization of certain intangible assets. For the six months ended June 30, 2018, $6.9 million of such amortization expense should have been included in cost of sales. The Company has determined that this misclassification error was not material to any prior annual or interim periods. For comparability among periods, the Company no longer presents gross profit within its condensed consolidated statements of income (loss) for all periods. Significant Accounting Policies Our significant accounting policies are detailed in “Note 2. Basis of Presentation, Use of Accounting Estimates and Significant Accounting Policies” and “Note 3. Revenue Recognition” of our 2018 Form 10-K. Changes to our accounting policies as a result of adopting the new lease accounting standard are discussed below. On January 1, 2019, we adopted ASC Update (“ASU”) No 2016-02, Leases, including subsequent related accounting updates (collectively referred to as “Topic 842”), which supersedes the previous accounting model for leases. We adopted the standard using the modified retrospective approach with an effective date as of January 1, 2019. Prior year financial statements were not recast under the new standard. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward our historical assessment of whether contracts are or contain leases and lease classification. We also elected the practical expedient to account for lease and non-lease components together as a single combined lease component, which is applicable to all asset classes. We did not, however, elect the practical expedient related to using hindsight in determining the lease term as this was not relevant following our election of the modified retrospective approach. In addition, we elected certain practical expedients on an ongoing basis, including the practical expedient for short-term leases pursuant to which a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize a lease liability and operating lease asset for leases with a term of 12 months or less and that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. We have applied this accounting policy to all asset classes in our portfolio and will recognize the lease payments for such short-term leases within profit and loss on a straight-line basis over the lease term. Furthermore, from a lessor perspective, certain of our agreements that allow the customer to use, rather than purchase, our medical devices will meet the criteria of being a lease in accordance with the new standard. While the amount of revenue and expenses recognized over the contract term will not be impacted, the timing of revenue and expense recognition will be impacted depending upon lease classification. We enacted appropriate changes to our business processes, systems and internal controls to support recognition and disclosure under the new standard. We determine if an arrangement is or contains a lease at inception. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the latter of our lease standard effective date for adoption or the lease commencement date. Variable lease payments, such as common area rent maintenance charges and rent escalations not known upon lease commencement, are not included in determination of the minimum lease payments and will be expensed in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement in determining the present value of future payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. We used the incremental borrowing rate available nearest to our adoption date for leases that commenced prior to that date. The operating lease asset also includes any lease payments made in advance and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. For additional information refer to “Note 11. Leases.”

Business Combinations

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Business Combinations

TandemLife

On April 4, 2018, we acquired CardiacAssist, Inc., doing business as TandemLife (“TandemLife”) for cash consideration of up to $254 million. Cash of $204 million was paid at closing with up to $50 million in contingent consideration based on achieving regulatory milestones.

TandemLife is focused on the delivery of leading-edge temporary life support systems, including cardiopulmonary and respiratory support solutions. TandemLife complements our Cardiovascular portfolio and expands our existing line of cardiopulmonary products.

The following table presents the acquisition date fair value of the consideration transferred (in thousands):



Cash	$	203,671
Contingent consideration	40,190
Fair value of consideration transferred	$	243,861

The purchase price allocation for the TandemLife acquisition was finalized during the second quarter of 2019 and is presented in the following table, including certain measurement period adjustments (in thousands):



	Initial Purchase Price Allocation			Measurement Period Adjustments ⁽¹⁾			Adjusted Purchase Price Allocation
In-process research and development (“IPR&D”) ^{(2) (3)}	$	110,977		$	(3,474	)	$	107,503
Trade names ⁽²⁾	11,539			—			11,539
Developed technology ⁽²⁾	6,387			—			6,387
Goodwill	118,917			(797		)	118,120
Inventory	10,296			(140		)	10,156
Other assets and liabilities, net	3,632			242			3,874
Deferred tax liabilities, net	(17,887		)	4,169			(13,718		)
Net assets acquired	$	243,861		$	—		$	243,861

(1)

During the third quarter of 2018, measurement period adjustments were recorded based upon new information regarding future estimates of R&D expenses that existed as of the acquisition date. In addition, during the first quarter of 2019, measurement period adjustments related to finalizing our tax attributes were recorded, which resulted in an increase of $3.3 million in deferred tax assets and a commensurate decrease to goodwill.


(2)	The amounts are included in intangible assets, net in the condensed consolidated balance sheets at June 30, 2019 and December 31, 2018. Trade names and developed technology are amortized over remaining useful lives of 15 and 2 years, respectively.


(3)	The fair value of IPR&D was determined using the income approach, which is a valuation technique that provides a fair value estimate based on the market participant expectations of cash flows the asset would generate. The cash flows were discounted commensurate with the level of risk associated with the asset. The discount rates were developed after assigning

a probability of success to achieving the projected cash flows based on the current stage of development, inherent uncertainty in reaching certain regulatory milestones and risks associated with commercialization of the product.

Goodwill arising from the TandemLife acquisition, which is not deductible for tax purposes, primarily represents the synergies anticipated between TandemLife and our existing cardiovascular business. The assets acquired, including goodwill, are recognized in our Cardiovascular segment.

The results of the TandemLife acquisition added $6.0 million in revenue and $6.1 million in operating losses during each of the three and six months ended June 30, 2018. Additionally, we recognized TandemLife acquisition-related expenses of approximately $1.6 million and $1.9 million for legal and valuation expenses during the three and six months ended June 30, 2018, respectively. These expenses are included within “Selling, general and administrative” expenses in the condensed consolidated statement of income. Pro forma financial information assuming the TandemLife acquisition had occurred as of the beginning of the calendar year prior to the year of acquisition was not material for disclosure purposes.

The TandemLife business combination involved a contingent consideration arrangement composed of potential cash payments upon the achievement of certain regulatory milestones. The arrangement is a Level 3 fair value measurement and includes the following significant unobservable inputs (in thousands):



TandemLife Acquisition	Fair value at April 4, 2018		Valuation Technique	Unobservable Input	Ranges
Regulatory milestone-based payments	$	40,190	Discounted cash flow	Discount rate	4.2% - 4.8%
				Probability of payments	75% - 95%
				Projected payment years	2019 - 2020

For a reconciliation of the beginning and ending balance of the contingent consideration refer to “Note 8. Fair Value Measurements.”

Miami Instruments

On June 12, 2019, we acquired the minimally invasive cardiac surgery instruments business from Miami Instruments, LLC (“Miami Instruments”) for cash consideration of up to $17.0 million. The related operations have been integrated into our Cardiovascular business franchise as part of our Heart Valves portfolio. Cash of $10.8 million was paid at closing with up to $6.0 million in contingent consideration based on achieving certain milestones. In connection with this acquisition, we recognized $14.7 million in developed technology and IPR&D intangible assets and $1.5 million in goodwill.

Discontinued Operations

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Note 3. Discontinued Operations

In November 2017, we concluded that the sale of our Cardiac Rhythm Management (“CRM”) business franchise represented a strategic shift in our business that would have a major effect on future operations and financial results. Accordingly, the operating results of CRM are classified as discontinued operations on our condensed consolidated statements of income (loss) for all the periods presented in this Quarterly Report on Form 10-Q.

We completed the CRM Sale on April 30, 2018 to MicroPort Cardiac Rhythm B.V. and MicroPort Scientific Corporation for total cash proceeds of $195.9 million, less cash transferred of $9.2 million, subject to a closing working capital adjustment. In conjunction with the sale, we entered into transition services agreements to provide certain support services generally for up to twelve months from the closing date of the sale. The services include, among others, accounting, information technology, human resources, quality assurance, regulatory affairs, supply chain, clinical affairs and customer support. During three and six months ended June 30, 2019, we recognized income of $0.2 million and $0.8 million, respectively, for providing these services. Income recognized related to the transition services agreements is recorded as a reduction to the related expenses in the associated expense line items in the condensed consolidated statements of income (loss).

The following table represents the financial results of CRM presented as net loss from discontinued operations in the condensed consolidated statements of income (loss) (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net sales	$	—		$	17,259		$	—		$	77,366
Costs and expenses:
Cost of sales	(43		)	5,168			(43		)	27,306
Selling, general and administrative expenses	26			11,072			26			42,898
Research and development	(161		)	5,296			(161		)	16,577
Restructuring expenses	—			—			—			651
Revaluation gain on assets and liabilities held for sale	—			—			—			(1,213		)
Loss on sale of CRM	—			214			—			214
Operating income (loss) from discontinued operations	178			(4,491		)	178			(9,067		)
Foreign exchange and other gains	—			23			—			102
Income (loss) from discontinued operations, before tax	178			(4,468		)	178			(8,965		)
Income tax benefit	—			(6		)	—			(1,165		)
Losses from equity method investments	—			—			—			(1,211		)
Net income (loss) from discontinued operations	$	178		$	(4,462	)	$	178		$	(9,011	)

Cash flows attributable to our discontinued operations are included in our condensed consolidated statements of cash flows. For the six months ended June 30, 2018, CRM’s capital expenditures were $0.9 million and stock-based compensation expense was $2.1 million.

Restructuring

6 Months Ended

Jun. 30, 2019

Restructuring and Related Activities [Abstract]

Restructuring

Note 4. Restructuring

We initiate restructuring plans to leverage economies of scale, streamline distribution and logistics and strengthen operational and administrative effectiveness in order to reduce overall costs. Costs associated with these plans were reported as restructuring expenses in the operating results of our condensed consolidated statements of income (loss).

Our 2015 and 2016 Reorganization Plans (the “Prior Plans”) were initiated October 2015 and March 2016, respectively, in conjunction with the completion of the merger of Cyberonics, Inc. and Sorin S.p.A. in October 2015. The Prior Plans include the closure of the R&D facility in Meylan, France and consolidation of its R&D capabilities into the Clamart, France facility. We completed the Prior Plans during 2018.

In December 2018, we initiated a reorganization plan (the “2018 Plan”) in order to reduce manufacturing and operational costs associated with our Cardiovascular facilities in Saluggia and Mirandola, Italy and Arvada, Colorado. We estimate that the 2018 Plan will result in a net reduction of approximately 75 personnel and is expected to be completed by the end of 2019.

The following table presents the accruals, inventory obsolescence and other reserves, recorded in connection with our reorganization plans (in thousands):



	Employee Severance and Other Termination Costs			Other			Total
Balance at December 31, 2018	$	10,195		$	3,069		$	13,264
Charges	3,809			56			3,865
Cash payments and other	(9,922		)	(2,946		)	(12,868		)
Balance at June 30, 2019 ⁽¹⁾	$	4,082		$	179		$	4,261


(1)	Cumulatively, we have recognized a total of $103.1 million in restructuring expense inclusive of discontinued operations under the Prior Plans and the 2018 Plan.

The following table presents restructuring expense by reportable segment (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Cardiovascular	$	316	$	398	$	738	$	1,739
Neuromodulation	53		11		485		17
Other	963		67		2,642		601
Total	$	1,332	$	476	$	3,865	$	2,357

Product Remediation Liability

6 Months Ended

Jun. 30, 2019

Product Remediation [Abstract]

Product Remediation Liability

Note 5. Product Remediation Liability

On December 29, 2015, we received an FDA Warning Letter (the “Warning Letter”) alleging certain violations of FDA regulations applicable to medical device manufacturing at our Munich, Germany and Arvada, Colorado facilities. On October 13, 2016, the CDC and FDA separately released safety notifications regarding 3T Heater-Cooler devices in response to which we issued a Field Safety Notice Update for U.S. users of our 3T Heater-Cooler devices to proactively and voluntarily contact facilities to facilitate implementation of the CDC and FDA recommendations.

At December 31, 2016, we recognized a liability for a product remediation plan related to our 3T Heater-Cooler device (“3T device”). The remediation plan we developed consists primarily of a modification of the 3T device design to include internal sealing and the addition of a vacuum system to new and existing devices. These changes are intended to address regulatory actions and to reduce further the risk of possible dispersion of aerosols from 3T devices in the operating room. We concluded that it was probable that a liability had been incurred upon management’s approval of the plan and the commitments made by management to various regulatory authorities globally in November and December 2016, and furthermore, the cost associated with the plan was reasonably estimable. The deployment of this solution for commercially distributed devices has been dependent upon final validation and verification of the design changes and approval or clearance by regulatory authorities worldwide, including FDA clearance in the U.S. It is reasonably possible that our estimate of the remediation liability could materially change in future periods due to the various significant assumptions involved such as customer behavior, market reaction and the timing of approvals or clearance by regulatory authorities worldwide.

In April 2017, we obtained CE Mark in Europe for the design change of the 3T device, and in May 2017 we completed our first vacuum canister and internal sealing upgrade on a customer-owned device. We are currently implementing the vacuum canister and internal sealing upgrade program in as many countries as possible until all devices are upgraded. On October 11, 2018, after review of information provided by us, the FDA concluded that we could commence the vacuum canister and internal sealing upgrade program in the U.S.

As part of the remediation plan, we continue to offer a no-charge deep disinfection service (deep cleaning service) for 3T device users as we receive the required regulatory approvals. On April 12, 2018, the FDA agreed to allow us to move forward with the deep cleaning service in the U.S., adding to the growing list of countries around the world in which we offer this service. Also, we are continuing to offer the loaner program for 3T devices, initiated in the fourth quarter of 2016, to provide existing 3T device users with a new loaner 3T device at no charge pending regulatory approval and implementation of the vacuum system addition and deep disinfection service worldwide. This loaner program began in the U.S. and is being made available progressively on a global basis, prioritizing and allocating devices to 3T device users based on pre-established criteria.

Changes in the carrying amount of the product remediation liability are as follows (in thousands):



Balance at December 31, 2018	$	14,745
Adjustments	2,669
Remediation activity	(6,840		)
Effect of changes in foreign currency exchange rates	(89		)
Balance at June 30, 2019 ⁽¹⁾	$	10,485


(1)	At June 30, 2019, the product remediation liability balance is included within accrued liabilities and other on the condensed consolidated balance sheet.

We recognized product remediation expenses during the three and six months ended June 30, 2019, of $5.1 million and $8.1 million, respectively, and $1.5 million and $5.3 million, respectively, during the three and six months ended June 30, 2018. Product remediation expenses include internal labor costs, costs to remediate certain inspectional observations made by the FDA at our Munich facility and costs associated with the incorporation of the modification of the 3T device design into the next

generation 3T device. These costs and related legal costs are expensed as incurred and are not included within the product remediation liability presented above. At June 30, 2019, our balance sheet includes a $293.3 million provision related to litigation involving our 3T device. For further information, please refer to “Note 12. Commitments and Contingencies.”

Intangible Assets	6 Months Ended
Intangible Assets	Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 6. Intangible Assets Intangible Asset Impairment During the second quarter of 2019, we determined that LivaNova will experience a delay in the estimated commercialization date of the Company’s obstructive sleep apnea product currently under development. This delay constituted a triggering event that required evaluation of the IPR&D asset arising from the ImThera Medical Inc. (“ImThera”) acquisition for impairment. Based on the assessment performed, we determined that the IPR&D asset was impaired and as a result, recorded an impairment of $50.3 million, which is included in our Neuromodulation segment. The new carrying value of the IPR&D asset as of June 30, 2019 is $112.0 million. The estimated fair value of IPR&D was determined using the income approach. Future delays in commercialization or changes in management estimates could result in further impairment.

Investments

6 Months Ended

Jun. 30, 2019

Investments [Abstract]

Investments

Note 7. Investments

The following table details the carrying value of our investments in equity securities of non-consolidated affiliates without readily determinable fair values for which we do not exert significant influence over the investee. These equity investments are reported at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. These equity investments are included in investments on the condensed consolidated balance sheets (in thousands):



Equity Investments Without Readily Determinable Fair Values	June 30, 2019		December 31, 2018
Respicardia Inc. ⁽¹⁾	$	17,706	$	17,706
Ceribell, Inc.	3,000		3,000
Rainbow Medical Ltd.	1,114		1,119
MD Start II	1,139		1,144
Highlife S.A.S.	1,079		1,084
Other	770		770
	24,808		24,823
Equity method investments ⁽²⁾	287		—
	$	25,095	$	24,823

(1)

Respicardia Inc. (“Respicardia”) is a privately funded U.S. company developing an implantable device designed to restore a more natural breathing pattern during sleep in patients with central sleep apnea by transvenously stimulating the phrenic nerve. We have a loan outstanding to Respicardia, with a carrying amount of $0.6 million as of June 30, 2019 and December 31, 2018, which is included in prepaid expenses and other current assets in the condensed consolidated balance sheet.

(2)

During the second quarter of 2019, we invested in equity securities that we account for under the equity method of accounting due to our deemed ability to exercise significant influence. We invested an initial amount of $287 thousand and are required to fund up to approximately €5.0 million (approximately $5.7 million as of June 30, 2019) based on cash calls.

Fair Value Measurements

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 8. Fair Value Measurements

We review the fair value hierarchy classification on a quarterly basis. Changes in the ability to observe valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There were no transfers between Level 1, Level 2, or Level 3 during the six months ended June 30, 2019 and 2018.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis (in thousands):



	Fair Value as of June 30, 2019		Fair Value Measurements Using Inputs Considered as:
	Fair Value as of June 30, 2019		Level 1		Level 2		Level 3
Assets:
Derivative assets - freestanding instruments (foreign currency exchange rate “FX”)	$	654	$	—	$	654	$	—
	$	654	$	—	$	654	$	—

Liabilities:
Derivative liabilities - designated as cash flow hedges (FX)	$	769	$	—	$	769	$	—
Derivative liabilities - designated as cash flow hedges (interest rate swaps)	663		—		663		—
Derivative liabilities - freestanding instruments (FX)	388		—		388		—
Contingent consideration ⁽¹⁾	176,227		—		—		176,227
	$	178,047	$	—	$	1,820	$	176,227



	Fair Value as of December 31, 2018		Fair Value Measurements Using Inputs Considered as:
	Fair Value as of December 31, 2018		Level 1		Level 2		Level 3
Assets:
Derivative assets - freestanding instruments (FX)	$	236	$	—	$	236	$	—
	$	236	$	—	$	236	$	—

Liabilities:
Derivative liabilities - designated as cash flow hedges (FX)	$	1,354	$	—	$	1,354	$	—
Derivative liabilities - designated as cash flow hedges (interest rate swaps)	865		—		865		—
Derivative liabilities - freestanding instruments (FX)	3,173		—		3,173		—
Contingent consideration ⁽¹⁾	179,911		—		—		179,911
	$	185,303	$	—	$	5,392	$	179,911


(1)	The contingent consideration liability represents contingent payments primarily related to five completed acquisitions, including: Inversiones Drilltex SAS (“Drilltex”), Caisson, ImThera, TandemLife and Miami Instruments. See the table below for additional information.

Our recurring fair value measurements, using significant unobservable inputs (Level 3), relate solely to our contingent consideration liability. The following table provides a reconciliation of the beginning and ending balance of the contingent consideration liability (in thousands):



Total contingent consideration liability at December 31, 2018	$	179,911
Additions ⁽¹⁾	7,184
Payments	(234		)
Changes in fair value ^{(2) (3)}	(10,600		)
Effect of changes in foreign currency exchange rates	(34		)
Total contingent consideration liability at June 30, 2019	176,227
Less current portion of contingent consideration liability at June 30, 2019 ⁽⁴⁾	43,155
Long-term portion of contingent consideration liability at June 30, 2019	$	133,072


(1)	See “Note 2. Business Combinations” for additional discussion.

(2)

The change in fair value includes a decrease of $17.8 million primarily due to the delay in timing of anticipated regulatory approval and commercialization for ImThera. While the probability of payment remains unchanged from the time of acquisition, the projected years of payment for the regulatory milestone-based payment and the sales-based earnout have been updated to occur between 2023-2024 and 2024-2028, respectively. See “Note 6. Intangible Assets” for additional discussion.


(3)	During the six months ended June 30, 2019, the change in fair value resulted in a decrease of $5.8 million and $4.9 million recorded to cost of sales - exclusive of amortization and research and development, respectively.

(4)

On July 15, 2019, we achieved a regulatory milestone specified in our TandemLife acquisition and, therefore, will be required to pay $19.0 million during the third quarter of 2019 to settle the related contingent consideration liability. As of June 30, 2019, approximately $17.6 million was included in the current portion of contingent consideration related to this milestone.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Financing Arrangements

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Financing Arrangements

Note 9. Financing Arrangements

The outstanding principal amount of long-term debt (in thousands, except interest rates):



	June 30, 2019		December 31, 2018		Maturity	Interest Rate
2017 European Investment Bank ⁽¹⁾	$	103,570	$	103,570	June 2026	3.72%
2019 Debt Facility ⁽²⁾	50,631		—		March 2022	1.40% - 3.98%
2014 European Investment Bank ⁽³⁾	37,916		47,606		June 2021	1.05%
Mediocredito Italiano	6,951		7,623		December 2023	0.50% - 2.94%
Bank of America, U.S.	2,499		—		January 2021	4.51%
Banca del Mezzogiorno	1,358		2,718		December 2019	0.50% - 2.99%
Region Wallonne	678		742		December 2023 and June 2033	0.75% - 1.24%
Mediocredito Italiano - mortgages and other	548		582		September 2021 and September 2026	0.69% - 1.19%
Other	39		—
Total long-term facilities	204,190		162,841
Less current portion of long-term debt	29,814		23,303
Total long-term debt	$	174,376	$	139,538


(1)	The 2017 European Investment Bank (“2017 EIB”) loan was obtained to support certain product development projects. The interest rate for the 2017 EIB loan is reset by the lender each principal payment date based on LIBOR. Interest payments are paid quarterly and principal payments are paid semi-annually.


(2)	The facility agreement with Bank of America Merrill Lynch International DAC, Barclays Bank PLC, BNP Paribas (London Branch) and Intesa Sanpaolo S.P.A. provides a multicurrency term loan facility in an aggregate amount of $350 million and terminates on March 26, 2022 (the “2019 Debt Facility”).


(3)	The 2014 European Investment Bank (“2014 EIB”) loan was obtained in July 2014 to support certain product development projects. The interest rate for the 2014 EIB loan is reset by the lender each quarter based on the Euribor. Interest payments are paid quarterly and principal payments are paid semi-annually.

On March 26, 2019, we entered into the 2019 Debt Facility. Borrowings under the facility bear interest at a rate of LIBOR plus 1.6% for borrowings in U.S. dollars and EURIBOR plus 1.4% for Euro-denominated borrowings. Proceeds from the facility are used for general corporate and working capital purposes, excluding acquisitions, dividends and share buybacks. Available borrowings under the 2019 Debt Facility commenced on March 26, 2019 and extend through March 26, 2020. The 2019 Debt Facility contains financial covenants that require LivaNova to maintain a maximum consolidated net debt to EBITDA ratio, a minimum interest coverage ratio and a maximum consolidated net debt to net worth ratio. LivaNova must also maintain a minimum amount of consolidated net worth. The 2019 Debt Facility also contains customary representations and warranties, covenants, and events of default. At June 30, 2019, LivaNova was in compliance with all covenants.

On July 25, 2019, we entered into a €40.0 million (approximately $44.6 million as of July 25, 2019) credit facility agreement with Banca Nazionale del Lavoro SpA for working capital needs. The credit facility has a term of two years and borrowings bear interest at Euribor plus 0.8%.

Revolving Credit

The outstanding principal amount of our short-term unsecured revolving credit agreements and other agreements with various banks was $7.9 million and $5.5 million, at June 30, 2019 and December 31, 2018, respectively, with interest rates ranging from 0.15% to 8.50% and loan terms ranging from five days to 15 days as of June 30, 2019.

Derivatives and Risk Management

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Risk Management

Note 10. Derivatives and Risk Management

Due to the global nature of our operations, we are exposed to foreign currency exchange rate fluctuations. In addition, due to certain loans with floating interest rates, we are also subject to the impact of changes in interest rates on our interest payments. We enter into foreign currency exchange rate (“FX”) derivative contracts and interest rate swap contracts to reduce the impact of foreign currency exchange rate and interest rate fluctuations on earnings and cash flow. We measure all outstanding derivatives each period end at fair value and report the fair value as either financial assets or liabilities on the condensed consolidated balance sheets. We do not enter into derivative contracts for speculative purposes. At inception of the contract, the derivative is designated as either a freestanding derivative or a hedge. Derivatives that are not designated as hedging instruments are referred to as freestanding derivatives with changes in fair value included in earnings.

If the derivative qualifies for hedge accounting, changes in the fair value of the derivative will be recorded in accumulated other comprehensive income (“AOCI”) until the hedged item is recognized in earnings upon settlement/termination. FX derivative gains and losses in AOCI are reclassified to our condensed consolidated statements of income (loss) as shown in the tables below and interest rate swap gains and losses in AOCI are reclassified to interest expense on our condensed consolidated statements of income (loss). We evaluate hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be highly effective, hedge accounting is discontinued and the gains or losses are reclassified into earnings. Cash flows from derivative contracts are reported as operating activities on our condensed consolidated statements of cash flows.

Freestanding FX Derivative Contracts

The gross notional amount of FX derivative contracts, not designated as hedging instruments, outstanding at June 30, 2019 and December 31, 2018 was $198.4 million and $320.2 million, respectively. These derivative contracts are designed to offset the FX effects in earnings of various intercompany loans, our 2014 EIB loan, the Euro-denominated borrowings under the 2019 Debt Facility and trade receivables. We recorded net gains (losses) for these freestanding derivatives of $1.0 million and $(4.1) million for the three months ended June 30, 2019 and 2018, respectively, and net gains (losses) of $4.7 million and $(11.7) million for the six months ended June 30, 2019 and 2018, respectively. These gains and (losses) are included in foreign exchange and other losses on our condensed consolidated statements of income (loss).

Cash Flow Hedges

Notional amounts of open derivative contracts designated as cash flow hedges (in thousands):



Description of Derivative Contract	June 30, 2019		December 31, 2018
FX derivative contracts to be exchanged for British Pounds	$	8,186	$	9,629
FX derivative contracts to be exchanged for Japanese Yen	28,100		23,985
FX derivative contracts to be exchanged for Canadian Dollars	1,900		7,637
FX derivative contracts to be exchanged for Euros	31,058		29,768
Interest rate swap contracts	30,356		38,115
	$	99,600	$	109,134

After-tax net loss associated with derivatives designated as cash flow hedges recorded in the ending balance of AOCI and the amount expected to be reclassified to earnings in the next twelve months (in thousands):



Description of Derivative Contract	After-Tax Net Loss in AOCI as of June 30, 2019			Amount Expected to be Reclassified to Earnings in Next 12 Months
FX derivative contracts	$	(621	)	$	(621	)
Interest rate swap contracts	(168		)	(84		)
	$	(789	)	$	(705	)

Pre-tax gains (losses) for derivative contracts designated as cash flow hedges recognized in other comprehensive income (loss) (“OCI”) and the amount reclassified to earnings from AOCI (in thousands):



		Three Months Ended June 30,
		2019					2018
Description of Derivative Contract	Location in Earnings of Reclassified Gain or Loss	Gains Recognized in OCI		Gains (Losses) Reclassified from AOCI to Earnings			Losses Recognized in OCI			(Losses) Gains Reclassified from AOCI to Earnings
FX derivative contracts	Foreign exchange and other gains	$	313	$	489		$	(25	)	$	(1,358	)
FX derivative contracts	SG&A	—		(418		)	—			549
Interest rate swap contracts	Interest expense	—		27			—			(17		)
		$	313	$	98		$	(25	)	$	(826	)



		Six Months Ended June 30,
		2019					2018
Description of Derivative Contract	Location in Earnings of Reclassified Gain or Loss	Gains Recognized in OCI		Gains (Losses) Reclassified from AOCI to Earnings			Gains Recognized in OCI		(Losses) Gains Reclassified from AOCI to Earnings
FX derivative contracts	Foreign exchange and other gains	$	1,622	$	2,131		$	189	$	(512	)
FX derivative contracts	SG&A	—		(728		)	—		1,174
Interest rate swap contracts	Interest expense	—		14			—		(17		)
		$	1,622	$	1,417		$	189	$	645

We offset fair value amounts associated with our derivative instruments on our condensed consolidated balance sheets that are executed with the same counterparty under master netting arrangements. Our netting arrangements include a right to set off or net together purchases and sales of similar products in the settlement process.

The following tables present the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands):



June 30, 2019	Asset Derivatives			Liability Derivatives
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value ⁽¹⁾		Balance Sheet Location	Fair Value ⁽¹⁾
Interest rate swap contracts				Accrued liabilities	$	460
Interest rate swap contracts				Other long-term liabilities	203
FX derivative contracts				Accrued liabilities	769
Total derivatives designated as hedging instruments					1,432
Derivatives Not Designated as Hedging Instruments
FX derivative contracts	Accrued liabilities	$	654	Accrued liabilities	388
Total derivatives not designated as hedging instruments		654			388
Total derivatives		$	654		$	1,820



December 31, 2018	Asset Derivatives			Liability Derivatives
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value ⁽¹⁾		Balance Sheet Location	Fair Value ⁽¹⁾
Interest rate swap contracts				Accrued liabilities	$	536
Interest rate swap contracts				Other long-term liabilities	329
FX derivative contracts				Accrued liabilities	1,354
Total derivatives designated as hedging instruments					2,219
Derivatives Not Designated as Hedging Instruments
FX derivative contracts	Prepaid expenses and other current assets	$	236	Accrued liabilities	3,173
Total derivatives not designated as hedging instruments		236			3,173
Total derivatives		$	236		$	5,392

(1)

For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 8. Fair Value Measurements.”

Leases

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Leases

Note 11. Leases

We have operating leases primarily for (i) office space, (ii) manufacturing, warehouse and research and development facilities and (iii) vehicles. Our leases have remaining lease terms up to 12 years, some of which include options to extend the leases, and some of which include options to terminate the leases at our sole discretion. The components of operating lease assets, liabilities and costs are as follows (in thousands):



Operating Lease Assets and Liabilities	June 30, 2019
Assets
Operating lease right-of-use assets	$	56,831

Liabilities
Accrued liabilities and other	$	10,926
Long-term operating lease liabilities	47,377
Total lease liabilities	$	58,303



Operating Lease Cost	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Operating lease cost	$	3,469	$	7,209
Variable lease cost	255		426
Short-term lease cost	194		280
Total lease cost	$	3,918	$	7,915

Contractual maturities of our lease liabilities as of June 30, 2019, are as follows (in thousands):



2019	$	6,379
2020	11,119
2021	9,192
2022	8,074
2023	6,826
Thereafter	22,294
Total lease payments	63,884
Less: Amount representing interest	5,581
Present value of lease liabilities	$	58,303



Lease Term and Discount Rate	June 30, 2019
Weighted Average Remaining Lease Term (in years)	7.5
Weighted Average Discount Rate	2.3	%



Other Information (in thousands)	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for leases	$	2,507	$	6,349

Operating lease assets obtained in exchange for lease liabilities	$	2,485	$	2,950

Disclosures Related to Periods Prior to Adoption of Topic 842

On January 1, 2019, we adopted Topic 842 using the modified retrospective adoption approach, as noted in “Note 1. Unaudited Condensed Consolidated Financial Statements.” As required and as previously disclosed in our 2018 Form 10-K, the following table summarizes our future minimum operating lease payments as of December 31, 2018 (in thousands):



Less than one year	$	11,986
One to three years	21,031
Three to five years	14,998
Thereafter	20,943
Total	$	68,958

Commitments and Contingencies	6 Months Ended
Commitments and Contingencies	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 12. Commitments and Contingencies FDA Warning Letter On December 29, 2015, the FDA issued a Warning Letter alleging certain violations of FDA regulations applicable to medical device manufacturers at our Munich, Germany and Arvada, Colorado facilities. The FDA inspected the Munich facility from August 24, 2015 to August 27, 2015 and the Arvada facility from August 24, 2015 to September 1, 2015. On August 27, 2015, the FDA issued a Form 483 identifying two observed non-conformities with certain regulatory requirements at the Munich facility. We did not receive a Form 483 in connection with the FDA’s inspection of the Arvada facility. Following the receipt of the Form 483, we provided written responses to the FDA describing corrective and preventive actions that were underway or to be taken to address the FDA’s observations at the Munich facility. The Warning Letter responded in part to our responses and identified other alleged violations related to the manufacture of our 3T Heater-Cooler device that were not previously included in the Form 483. The Warning Letter further stated that our 3T devices and other devices we manufactured at our Munich facility are subject to refusal of admission into the U.S. until resolution of the issues set forth by the FDA in the Warning Letter. The FDA has informed us that the import alert is limited to the 3T devices, but that the agency reserves the right to expand the scope of the import alert if future circumstances warrant such action. The Warning Letter did not request that existing users cease using the 3T device, and manufacturing and shipment of all of our products other than the 3T device remain unaffected by the import limitation. To help clarify these issues for current customers, we issued an informational Customer Letter in January 2016 and that same month agreed with the FDA on a process for shipping 3T devices to existing U.S. users pursuant to a certificate of medical necessity program. Finally, the Warning Letter stated that premarket approval applications for Class III devices to which certain Quality System regulation deviations identified in the Warning Letter are reasonably related will not be approved until the violations have been corrected; however, this restriction applies only to the Munich and Arvada facilities, which do not manufacture or design devices subject to Class III premarket approval. We continue to work diligently to remediate the FDA’s inspectional observations for the Munich facility, as well as the additional issues identified in the Warning Letter. We take these matters seriously and are responding to the FDA’s requests. CDC and FDA Safety Communications and Company Field Safety Notice On October 13, 2016, the CDC and the FDA separately released safety notifications regarding the 3T devices. The CDC’s Morbidity and Mortality Weekly Report (“MMWR”) and Health Advisory Notice (“HAN”) reported that tests conducted by CDC and its affiliates indicate that there appears to be genetic similarity between both patient and 3T device strains of the non-tuberculous mycobacterium (“NTM”) bacteria M. chimaera isolated in hospitals in Iowa and Pennsylvania. Citing the geographic separation between the two hospitals referenced in the investigation, the report asserts that 3T devices manufactured prior to August 18, 2014 could have been contaminated during the manufacturing process. The CDC’s HAN and FDA’s Safety Communication, issued contemporaneously with the MMWR report, each assess certain risks associated with 3T devices and provide guidance for providers and patients. The CDC notification states that the decision to use the 3T device during a surgical operation is to be taken by the surgeon based on a risk approach and on patient need. Both the CDC’s and FDA’s communications confirm that 3T devices are critical medical devices and enable doctors to perform life-saving cardiac surgery procedures. Also on October 13, 2016, concurrent with the CDC’s HAN and FDA’s Safety Communication, we issued a Field Safety Notice Update for U.S. users of 3T devices to proactively and voluntarily contact facilities to aid in implementation of the CDC and FDA recommendations. In the fourth quarter of 2016, we initiated a program to provide existing 3T device users with a new loaner 3T device at no charge pending regulatory approval and implementation of additional risk mitigation strategies worldwide, including a vacuum canister and internal sealing upgrade program and a deep disinfection service. This loaner program began in the U.S. and is being made available progressively on a global basis, prioritizing and allocating devices to 3T device users based on pre-established criteria. We anticipate that this program will continue until we are able to address customer needs through a broader solution that includes implementation of the risk mitigation strategies described above. We are currently implementing the vacuum and sealing upgrade program in as many countries as possible until all devices are upgraded. On October 11, 2018, after review of information provided by us, the FDA concluded that we could commence the vacuum and sealing upgrade program in the U.S. Furthermore, we continue to offer a no-charge deep disinfection service (deep cleaning service) for 3T device users as we receive the required regulatory approvals. On April 12, 2018, the FDA agreed to allow us to move forward with the deep cleaning service in the U.S. adding to the growing list of countries around the world in which we offer this service. On December 31, 2016, we recognized a liability for our product remediation plan related to our 3T device. We concluded that it was probable that a liability had been incurred upon management’s approval of the plan and the commitments made by management to various regulatory authorities globally in November and December 2016, and furthermore, the cost associated with the plan was reasonably estimable. At June 30, 2019, the product remediation liability was $10.5 million. Refer to “Note 5. Product Remediation Liability” for additional information. Litigation Product Liability The Company is currently involved in litigation involving our 3T device. The litigation includes a class action complaint in the U.S. District Court for the Middle District of Pennsylvania, federal multi-district litigation in the U.S. District Court for the Middle District of Pennsylvania, various U.S. state court cases and cases in jurisdictions outside the U.S. The class action, filed in February 2016, consists of all Pennsylvania residents who underwent open heart surgery at WellSpan York Hospital and Penn State Milton S. Hershey Medical Center between 2011 and 2015 and who currently are asymptomatic for NTM infection. Members of the class seek declaratory relief that the 3T devices are defective and unsafe for intended uses, medical monitoring, damages, and attorneys’ fees. On March 29, 2019, we announced a settlement framework that provides for a comprehensive resolution of the personal injury cases pending in the multi-district litigation in U.S. federal court, the related class action pending in federal court, as well as certain cases in state courts across the United States. The agreement, which makes no admission of liability, is subject to certain conditions, including acceptance of the settlement by individual claimants and provides for a total payment of up to $225 million to resolve the claims covered by the settlement. Per the agreed-upon terms, the first payment of $135 million was paid into a qualified settlement fund in July 2019, and the remainder will be paid in January 2020. Cases covered by the settlement will be dismissed as amounts are disbursed to individual plaintiffs from the qualified settlement fund. Cases in state courts in the U.S. and in jurisdictions outside the U.S. continue to progress. As of July 30, 2019, including the cases encompassed in the settlement framework described above, we are aware of approximately 215 filed and unfiled claims worldwide, with the majority of the claims in various federal or state courts throughout the United States. The complaints generally seek damages and other relief based on theories of strict liability, negligence, breach of express and implied warranties, failure to warn, design and manufacturing defect, fraudulent and negligent misrepresentation or concealment, unjust enrichment, and violations of various state consumer protection statutes. In the fourth quarter of 2018, we recognized a $294.1 million provision, which represented our best estimate of the Company’s liability for these matters. At June 30, 2019, the provision is $293.3 million. While the amount accrued represents our best estimate, the actual liability for resolution of these matters remains uncertain and may vary from our estimate. On July 24, 2019, the Company entered into agreements with its insurance carriers to recover $33.8 million under the Company’s product liability insurance policies. The insurance recovery proceeds are due within 30 days of the execution of the agreements, and as such, the Company expects to receive the proceeds during the third quarter of 2019. The Company has not recorded a receivable for insurance recovery proceeds under the insurance policies as of June 30, 2019. Environmental Liability SNIA Litigation Our subsidiary, Sorin S.p.A. (“Sorin”) was created as a result of a spin-off (the “Sorin spin-off”) from SNIA S.p.A. (“SNIA”) in January, 2004. SNIA subsequently became insolvent and the Italian Ministry of the Environment and the Protection of Land and Sea (the “Italian Ministry of the Environment”), sought compensation from SNIA in an aggregate amount of approximately $4 billion for remediation costs relating to the environmental damage at chemical sites previously operated by SNIA’s other subsidiaries. In September 2011 and July 2014, the Bankruptcy Court of Udine and the Bankruptcy Court of Milan held (in proceedings to which we are not parties) that the Italian Ministry of the Environment and other Italian government agencies (the “Public Administrations”) were not creditors of either SNIA or its subsidiaries in connection with their claims in the Italian insolvency proceedings. The Public Administrations appealed and in January 2016, the Court of Udine rejected the appeal. The Public Administrations have also appealed that decision to the Supreme Court. In addition, the Bankruptcy Court of Milan’s decision has been appealed. In January 2012, SNIA filed a civil action against Sorin in the Civil Court of Milan asserting joint liability of a parent and a spun-off company. On April 1, 2016, the Court of Milan dismissed all legal actions of SNIA and of the Public Administrations further requiring the Public Administrations to pay Sorin approximately $332,000 for legal fees. The Public Administrations appealed the 2016 Decision to the Court of Appeal of Milan. On March 5, 2019, the Court of Appeal issued a partial decision on the merits: declaring Sorin/LivaNova jointly liable with SNIA for SNIA’s environmental liabilities in an amount up to the fair value of the net worth received by Sorin as a result of the Sorin spin-off. Additionally the Court issued a separate order, staying the proceeding until a Panel of three experts can assess the environmental damages, the cost of clean-up, and the costs that the Public Administrations already has borne for the clean-up of the Sites to allow the Court to decide on the second claim of the Public Administrations against LivaNova, i.e., to refund the Public Administrations for the SNIA environmental liabilities. In the interim, we are appealing the decision to the Supreme Court. We have not recognized an expense in connection with this matter because any potential loss is not currently probable or reasonably estimable. In addition, we cannot reasonably estimate a range of potential loss, if any, that may result from this matter. Opposition to Merger Proceedings On July 28, 2015, the Public Administrations filed an opposition proceeding before the Commercial Division of the Court of Milan to the merger of Sorin and Cyberonics, Inc., the predecessor companies to LivaNova. The Court authorized the merger and the Public Administrations did not appeal that decision. The proceeding then continued as a civil case, with the Public Administrations seeking damages. The Commercial Court of Milan delivered a decision in October 2016, fully rejecting the Public Administrations’ request and awarding us approximately €400,000 (approximately $455,000 as of June 30, 2019) in damages for frivolous litigation and legal fees. The Public Administrations appealed to the Court of Appeal of Milan. On May 15, 2018, the Court of Appeal of Milan confirmed its decision authorizing the merger but annulled the penalty for frivolous litigation and reduced the overall contribution to legal fees to €84,000 (approximately $96,000 as of June 30, 2019) for legal fees. The Public Administrations subsequently filed an appeal with the Supreme Court against the decision of the Court of Appeal of Milan. The proceedings before the Supreme Court are presently pending, and no decision is expected in 2019. We have not recognized an expense in connection with this matter because any potential loss is not currently probable or reasonably estimable. In addition, we cannot reasonably estimate a range of potential loss, if any, that may result from this matter. Patent Litigation On May 11, 2018, Neuro and Cardiac Technologies LLC (“NCT”), a non-practicing entity, filed a complaint in the United States District Court for the Southern District of Texas asserting that the VNS Therapy System, when used with the SenTiva Model 1000 generator, infringes the claims of U.S. Patent No. 7,076,307 owned by NCT. The complaint requests damages that include a royalty, costs, interest, and attorneys’ fees. On November 12, 2018, we petitioned the Patent Trial and Appeal Board of the U. S. Patent and Trademark Office (the “Patent Office”) for an inter partes review (“IPR”) of the validity of the ‘307 patent. The Patent Office instituted an IPR of all the challenged claims. The Court has stayed the litigation pending the outcome of the IPR proceeding. We have not recognized an expense in connection with this matter because any potential loss is not currently probable or reasonably estimable. In addition, we cannot reasonably estimate a range of potential loss, if any, that may result from this matter. Tax Litigation In a tax audit report received on October 30, 2009, the Regional Internal Revenue Office of Lombardy (the “Internal Revenue Office”) informed Sorin Group Italia S.r.l. that, among several issues, it was disallowing in part (for a total of €102.6 million (approximately $116.8 million as of June 30, 2019), related to tax years 2002 through 2006) a tax-deductible write down of the investment in the U.S. company, Cobe Cardiovascular Inc., which Sorin Group Italia S.r.l. recognized in 2002 and deducted in five equal installments, beginning in 2002. In December 2009, the Internal Revenue Office issued notices of assessment for 2004. In December 2010 and October 2011, the Internal Revenue Office issued notices of assessment for 2005 and 2006, respectively. We challenged all three notices of assessment (for 2004, 2005 and 2006) before the relevant Provincial Tax Courts. The preliminary challenges filed for 2004, 2005 and 2006 were denied at the first jurisdictional level. We appealed these decisions. The appeal submitted against the first-level decision for 2004 was successful. The Internal Revenue Office appealed this second-level decision to the Italian Supreme Court (Corte di Cassazione) on February 3, 2017. The Italian Supreme Court’s decision is pending. The appeals submitted against the first-level decisions for 2005 and 2006 were rejected. We appealed these adverse decisions to the Italian Supreme Court. On November 16, 2018, the Supreme Court returned the decisions for years 2005 and 2006 to the previous-level Court (Regional Tax Court) due to lack of substance of the motivation given in the 2^nd level judgments that were appealed. In November 2012, the Internal Revenue Office served a notice of assessment for 2007, and in July 2013, served a notice of assessment for 2008. In these matters the Internal Revenue Office claims an increase in taxable income due to a reduction (similar to the previous notices of assessment for 2004, 2005 and 2006) of the losses reported by Sorin Group Italia S.r.l. for the 2002, 2003 and 2004 tax periods, and subsequently utilized in 2007 and 2008. We challenged both notices of assessment. The Provincial Tax Court of Milan has stayed its decision for years 2007 and 2008 pending resolution of the litigation regarding years 2004, 2005, and 2006. The total amount of losses in dispute is €62.6 million (approximately $71.3 million as of June 30, 2019). We have continuously reassessed our potential exposure in these matters, taking into account the recent, and generally adverse, trend to Italian taxpayers in this type of litigation. Although we believe that our defensive arguments are strong, noting the adverse trend in some of the court decisions, we have recognized a reserve for an uncertain tax position for the full amount of the potential liability. On May 31, 2019, we filed an application to settle the litigation according to law N. 136/2018 and paid the required settlement balance of €1.9 million (approximately $2.2 million as of June 30, 2019). As per law N. 136/2018, the Italian Revenue Agency will review the settlement and decide to accept or reject the application by July 31, 2020. Until the settlement is accepted by the Italian Revenue Agency, we will continue to reserve for the full amount of the potential liability, by recognizing a €15.4 million reserve for uncertain tax position ($17.5 million as of June 30, 2019), net of the settlement payment. Other Matters Additionally, we are the subject of various pending or threatened legal actions and proceedings that arise in the ordinary course of our business. These matters are subject to many uncertainties and outcomes that are not predictable and that may not be known for extended periods of time. Since the outcome of these matters cannot be predicted with certainty, the costs associated with them could have a material adverse effect on our consolidated net income, financial position or liquidity.

Stockholders' Equity

6 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

Stockholders' Equity

Note 13. Stockholders’ Equity

The tables below present the condensed consolidated statement of stockholders’ equity as of and for the three and six months ended June 30, 2019 and 2018 (in thousands):



	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Retained Deficit			Total Stockholders' Equity
March 31, 2019	49,329	$	76,151	$	1,707,117	$	(1,321	)	$	(28,713	)	$	(266,428	)	$	1,486,806
Stock-based compensation plans	51	66		10,103		29			—			—			10,198
Net loss	—	—		—		—			—			(29,215		)	(29,215		)
Other comprehensive income	—	—		—		—			15,539			—			15,539
June 30, 2019	49,380	$	76,217	$	1,717,220	$	(1,292	)	$	(13,174	)	$	(295,643	)	$	1,483,328

March 31, 2018	48,628	$	75,224	$	1,738,044	$	(375	)	$	54,910		$	(48,821	)	$	1,818,982
Stock-based compensation plans	33	45		6,218		266			—			—			6,529
Net income	—	—		—		—			—			15,066			15,066
Other comprehensive loss	—	—		—		—			(57,543		)	—			(57,543		)
June 30, 2018	48,661	$	75,269	$	1,744,262	$	(109	)	$	(2,633	)	$	(33,755	)	$	1,783,034



	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Retained Deficit			Total Stockholders' Equity
December 31, 2018	49,323	$	76,144	$	1,705,111	$	(1,462	)	$	(24,476	)	$	(251,579	)	$	1,503,738
Stock-based compensation plans	57	73		12,109		170			—			—			12,352
Net loss	—	—		—		—			—			(44,064		)	(44,064		)
Other comprehensive income	—	—		—		—			11,302			—			11,302
June 30, 2019	49,380	$	76,217	$	1,717,220	$	(1,292	)	$	(13,174	)	$	(295,643	)	$	1,483,328

December 31, 2017	48,290	$	74,750	$	1,735,048	$	(133	)	$	45,313		$	(39,664	)	$	1,815,314
Adoption of ASU No. 2016-16	—	—		—		—			—			(22,430		)	(22,430		)
Share issuances	300	422		—		(422		)	—			—			—
Stock-based compensation plans	71	97		9,214		446			—			—			9,757
Net income	—	—		—		—			—			28,339			28,339
Other comprehensive loss	—	—		—		—			(47,946		)	—			(47,946		)
June 30, 2018	48,661	$	75,269	$	1,744,262	$	(109	)	$	(2,633	)	$	(33,755	)	$	1,783,034

The table below presents the change in each component of AOCI, net of tax, and the reclassifications out of AOCI into net income for the six months ended June 30, 2019 and 2018 (in thousands):



	Change in Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustments Gain (Loss) ⁽¹⁾				Total
As of December 31, 2018	$	(944	)	$	(23,532	)		$	(24,476	)
Other comprehensive income before reclassifications, before tax	1,622			11,147				12,769
Tax expense	(390		)	—				(390		)
Other comprehensive income before reclassifications, net of tax	1,232			11,147				12,379
Reclassification of gain from accumulated other comprehensive income (loss), before tax	(1,417		)	—				(1,417		)
Reclassification of tax expense	340			—				340
Reclassification of gain from accumulated other comprehensive income (loss), after tax	(1,077		)	—				(1,077		)
Net current-period other comprehensive gain, net of tax	155			11,147				11,302
As of June 30, 2019	$	(789	)	$	(12,385	)		$	(13,174	)

As of December 31, 2017	$	(919	)	$	46,232			$	45,313
Other comprehensive income (loss) before reclassifications, before tax	189			(38,590		)		(38,401		)
Tax expense	(45		)	—				(45		)
Other comprehensive income (loss) before reclassifications, net of tax	144			(38,590		)		(38,446		)
Reclassification of gain from accumulated other comprehensive income (loss), before tax	(645		)	(9,011		)	⁽²⁾	(9,656		)
Reclassification of tax expense	156			—				156
Reclassification of gain from accumulated other comprehensive income (loss), after tax	(489		)	(9,011		)		(9,500		)
Net current-period other comprehensive loss, net of tax	(345		)	(47,601		)		(47,946		)
As of June 30, 2018	$	(1,264	)	$	(1,369	)		$	(2,633	)


(1)	Taxes are not provided for foreign currency translation adjustments as translation adjustments are related to earnings that are intended to be reinvested in the countries where earned.

(2)

Cumulative foreign currency translation adjustments eliminated upon the sale of CRM.

Stock-Based Incentive Plans

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement [Abstract]

Stock-Based Incentive Plans

Note 14. Stock-Based Incentive Plans

Stock-based incentive plans compensation expense is as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Service-based restricted stock units (“RSUs”)	$	3,875	$	2,634	$	6,845	$	4,790
Service-based stock appreciation rights (“SARs”)	2,900		2,675		4,908		4,023
Market performance-based restricted stock units	838		959		1,389		1,305
Operating performance-based restricted stock units	798		1,185		1,769		2,032
Employee stock purchase plan	313		—		685		—
Total stock-based compensation expense	$	8,724	$	7,453	$	15,596	$	12,150

During the six months ended June 30, 2019, we issued stock-based compensatory awards with terms approved by the Compensation Committee of our Board of Directors. The awards with service conditions generally vest ratably over four years, subject to forfeiture unless service conditions are met. Market performance-based awards cliff vest after three years subject to the rank of our total shareholder return for the three-year period ending December 31, 2021 relative to the total shareholder

returns for a peer group of companies. Operating performance-based awards cliff vest after three years subject to the achievement of certain thresholds of cumulative adjusted free cash flow for the three year period ending December 31, 2021. Compensation expense related to awards granted during 2019 for the three and six months ended June 30, 2019 was $3.1 million and $3.2 million, respectively.

On January 1, 2019, we initiated the LivaNova Global Employee Share Purchase Plan (“ESPP”). Compensation expense related to the ESPP for the three and six months ended June 30, 2019 was $0.3 million and $0.7 million, respectively.

Stock-based compensation agreements issued during the six months ended June 30, 2019, representing potential shares and their weighted average grant date fair values by type follows (shares in thousands, fair value in dollars):



	Six Months Ended June 30, 2019
	Shares	Weighted Average Grant Date Fair Value
Service-based SARs	592	$	31.22
Service-based RSUs	278	$	93.25
Market performance-based RSUs	44	$	100.41
Operating performance-based RSUs	44	$	96.59

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2019
Income Tax Disclosure [Abstract]
Income Taxes	Note 15. Income Taxes Our effective income tax rate from continuing operations for the three and six months ended June 30, 2019 was 17.3% and 22.4%, respectively, compared with (5.5)% and 7.0% the three and six months ended June 30, 2018, respectively. Our effective income tax rate fluctuates based on, among other factors, changes in pretax income in countries with varying statutory tax rates, changes in valuation allowances, changes in tax credits and incentives, and changes in unrecognized tax benefits associated with uncertain tax positions. Compared with the three and six months ended June 30, 2018, the change in the effective tax rate for the three and six months ended June 30, 2019 was primarily attributable to the establishment of a valuation allowance for a portion of the U.S. federal and state net operating losses, partly offset by a release of uncertain tax positions. We operate in multiple jurisdictions throughout the world, and our tax returns are periodically audited or subjected to review by tax authorities. As a result, there is an uncertainty in income taxes recognized in our financial statements. Tax benefits totaling $17.2 million and $22.9 million were unrecognized as of June 30, 2019 and December 31, 2018, respectively. It is reasonably possible that, within the next twelve months, due to the settlement of uncertain tax positions with various tax authorities and the expiration of statutes of limitations, unrecognized tax benefits could decrease by up to approximately $1.3 million. We monitor income tax developments in countries where we conduct business. In 2017, the U.S. enacted the “Tax Cuts and Jobs Act” (the “Tax Act”). To determine the full effects of the Tax Act, we are awaiting the finalization of several proposed U.S. Treasury regulations that were issued during 2018, as well as additional regulations to be proposed and finalized pursuant to the U.S. Treasury’s expanded regulatory authority under the Tax Act. It is also possible that technical correction legislation concerning the Tax Act could retroactively affect tax liabilities for 2018. In addition, state legislative changes addressing conformity to the Tax Act are still pending.

Net Income Per Share

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Net Income Per Share

Note 16. Net Income Per Share

Reconciliation of the shares used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands):



	Three Months Ended June 30,		Six Months Ended June 30,
	2019	2018	2019	2018
Basic weighted average shares outstanding	48,342	48,487	48,295	48,406
Add effects of share-based compensation instruments ⁽¹⁾	—	851	—	857
Diluted weighted average shares outstanding	48,342	49,338	48,295	49,263

(1)

Excluded from the computation of diluted earnings per share for the three months ended June 30, 2019 and 2018 were stock options, SARs and restricted share units totaling 3.1 million and 0.7 million, respectively, and 3.2 million and 0.8 million for the six months ended June 30, 2019 and 2018, respectively, because to include them would have been anti-dilutive under the treasury stock method.

Geographic and Segment Information

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Geographic and Segment Information

Note 17. Geographic and Segment Information

We identify operating segments based on the way we manage, evaluate and internally report our business activities for purposes of allocating resources and assessing performance. We have two reportable segments: Cardiovascular and Neuromodulation.

The Cardiovascular segment generates its revenue from the development, production and sale of cardiopulmonary products, heart valves and advanced circulatory support. Cardiopulmonary products include oxygenators, heart-lung machines, autotransfusion systems, perfusion tubing systems, cannulae and other related accessories. Heart valves include mechanical heart valves, tissue heart valves and related repair products. Advanced circulatory support includes temporary life support product kits that can include a combination of pumps, oxygenators, and cannulae. On June 12, 2019, we acquired certain assets from Miami Instruments, which are integrated into our Cardiovascular business franchise as part of our Heart Valves portfolio.

Our Neuromodulation segment generates its revenue from the design, development and marketing of neuromodulation therapy systems for the treatment of drug-resistant epilepsy and treatment-resistant depression (“TRD”). Neuromodulation products include the VNS Therapy System, which consists of an implantable pulse generator, a lead that connects the generator to the vagus nerve, and other accessories. Our Neuromodulation segment also includes an implantable device for the treatment of obstructive sleep apnea that stimulates multiple tongue muscles via the hypoglossal nerve, which opens the airway while a patient is sleeping.

“Other” includes corporate shared service expenses for finance, legal, human resources and information technology and corporate business development and New Ventures.

Net sales of our reportable segments include revenues from the sale of products they each develop and manufacture or distribute. We define segment income as operating income before merger and integration, restructuring and amortization of intangibles.

We operate under three geographic regions: U.S., Europe, and Rest of world. The table below presents net sales by operating segment and geographic region (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Cardiopulmonary
United States	$	41,403	$	42,139	$	80,526	$	80,584
Europe	34,320		35,916		69,881		72,786
Rest of world	54,856		58,584		101,742		108,399
	130,579		136,639		252,149		261,769
Heart Valves
United States	4,678		6,147		9,034		12,683
Europe	10,672		11,863		21,185		23,979
Rest of world	18,001		15,792		28,805		28,182
	33,351		33,802		59,024		64,844
Advanced Circulatory Support
United States	7,944		5,468		15,977		5,468
Europe	192		353		311		353
Rest of world	178		194		274		194
	8,314		6,015		16,562		6,015
Cardiovascular
United States	54,025		53,754		105,537		98,735
Europe	45,184		48,132		91,377		97,118
Rest of world	73,035		74,570		130,821		136,775
	172,244		176,456		327,735		332,628
Neuromodulation
United States	80,551		89,395		157,437		167,387
Europe	12,996		11,943		23,655		22,234
Rest of world	10,722		9,315		17,826		14,876
	104,269		110,653		198,918		204,497

Other	656		389		1,317		771
Totals
United States	134,576		143,149		262,974		266,122
Europe ⁽¹⁾	58,180		60,075		115,032		119,352
Rest of world	84,413		84,274		149,964		152,422
Total ⁽²⁾	$	277,169	$	287,498	$	527,970	$	537,896


(1)	Europe sales include those countries in which we have a direct sales presence, whereas European countries in which we sell through distributors are included in Rest of world.


(2)	No single customer represented over 10% of our consolidated net sales. No country’s net sales exceeded 10% of our consolidated sales except for the U.S.

The table below presents a reconciliation of segment income from continuing operations to consolidated income from continuing operations before tax (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
Operating Income from Continuing Operations	2019			2018			2019			2018
Cardiovascular	$	10,120		$	16,337		$	11,109		$	26,595
Neuromodulation ⁽¹⁾	619			57,211			22,250			95,945
Other	(25,677		)	(37,239		)	(53,976		)	(60,059		)
Total reportable segment (loss) income from continuing operations	(14,938		)	36,309			(20,617		)	62,481
Merger and integration expenses	4,378			4,409			7,629			7,369
Restructuring expenses	1,332			476			3,865			2,357
Amortization of intangibles	9,228			9,817			18,544			18,618
Operating (loss) income from continuing operations	(29,876		)	21,607			(50,655		)	34,137
Interest income	224			232			473			679
Interest expense	(4,054		)	(3,006		)	(5,716		)	(5,117		)
Gain on acquisition	—			—			—			11,484
Foreign exchange and other losses	(1,851		)	(70		)	(1,122		)	(343		)
(Loss) income from continuing operations before tax	$	(35,557	)	$	18,763		$	(57,020	)	$	40,840


(1)	Results for the three and six months ended June 30, 2019 include the impairment of intangible assets of $50.3 million.

Assets by reportable segment are as follows (in thousands):



Assets	June 30, 2019		December 31, 2018
Cardiovascular	$	1,571,953	$	1,532,825
Neuromodulation	716,531		731,840
Other	333,175		285,036
Total assets	$	2,621,659	$	2,549,701

Capital expenditures by segment are as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
Capital expenditures	2019		2018		2019		2018
Cardiovascular	$	4,835	$	4,594	$	8,386	$	7,725
Neuromodulation	127		500		530		847
Other	951		1,256		1,880		2,699
Discontinued operations	—		—		—		925
Total	$	5,913	$	6,350	$	10,796	$	12,196

The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2019 were as follows (in thousands):



	Neuromodulation		Cardiovascular			Other		Total
December 31, 2018	$	398,539	$	515,859		$	42,417	$	956,815
Goodwill as a result of acquisitions	—		1,550			—		1,550
Measurement period adjustments	—		(3,326		)	—		(3,326		)
Foreign currency adjustments	675		6,001			—		6,676
June 30, 2019	$	399,214	$	520,084		$	42,417	$	961,715

Property, plant and equipment, net by geography are as follows (in thousands):



PP&E	June 30, 2019		December 31, 2018
United States	$	65,079	$	68,862
Europe	109,807		112,376
Rest of world	10,212		10,162
Total	$	185,098	$	191,400

Supplemental Financial Information

6 Months Ended

Jun. 30, 2019

Balance Sheet Related Disclosures [Abstract]

Supplemental Financial Information

Note 18. Supplemental Financial Information

Inventories consisted of the following (in thousands):



	June 30, 2019		December 31, 2018
Raw materials	$	46,403	$	40,387
Work-in-process	20,446		15,999
Finished goods	101,820		97,149
	$	168,669	$	153,535

Inventories are reported net of the provision for obsolescence. This provision, which reflects normal obsolescence and includes components that are phased out or expired, totaled $11.0 million and $11.6 million at June 30, 2019 and December 31, 2018, respectively.

Accrued liabilities and other consisted of the following (in thousands):



	June 30, 2019		December 31, 2018
Contingent consideration ⁽¹⁾	$	43,155	$	18,530
CRM purchase price adjustment payable to MicroPort Scientific Corporation	14,891		14,891
Operating lease liabilities ⁽²⁾	10,926		—
Product remediation ⁽³⁾	10,485		13,945
Legal and administrative costs	8,777		9,189
Provisions for agents, returns and other	4,052		4,934
Restructuring related liabilities ⁽⁴⁾	4,261		9,393
Other amounts payable to MicroPort Scientific Corporation	2,857		9,319
Derivative contract liabilities ⁽⁵⁾	963		5,063
Other accrued expenses	40,361		39,021
	$	140,728	$	124,285


(1)	Refer to “Note 8. Fair Value Measurements”


(2)	Refer to “Note 11. Leases”


(3)	Refer to “Note 5. Product Remediation Liability”


(4)	Refer to “Note 4. Restructuring”


(5)	Refer to “Note 10. Derivatives and Risk Management”

As of June 30, 2019 and December 31, 2018, contract liabilities of $5.6 million and $4.8 million, respectively, are included within accrued liabilities and other and other long-term liabilities on the condensed consolidated balance sheets.

New Accounting Pronouncements

6 Months Ended

Jun. 30, 2019

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements

Note 19. New Accounting Pronouncements

Adoption of New Accounting Pronouncements

The following table provides a description of our adoption of new Accounting Standards Updates (“ASUs”) issued by the FASB and the impact of the adoption on our condensed financial statements:



Issue Date & Standard	Description	Date of Adoption	Effect on Financial Statements or Other Significant Matters
February 2016 ASU No. 2016-02, Leases (Topic 842) and subsequent amendments	The standard requires lessees to recognize most leases on the balance sheet as lease liabilities with corresponding right-of-use (“ROU”) assets and to provide enhanced disclosures. Furthermore, from a lessor perspective, certain of our agreements that allow the customer to use, rather than purchase, our medical devices met the criteria of being a lease in accordance with the new standard.	January 1, 2019	Adoption of the new standard resulted in the recognition of ROU assets and lease liabilities of approximately $60 million as of January 1, 2019. Refer to “Note 11. Leases.”
June 2018 ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting	This update simplifies the accounting for non-employee share-based payment transactions.	January 1, 2019	There was no material impact to our condensed consolidated financial statements as a result of adopting this ASU.

Future Adoption of New Accounting Pronouncements

The following table provides a description of future adoptions of new accounting standards that may have an impact on our financial statements when adopted:



Issue Date & Standard	Description	Projected Date of Adoption	Effect on Financial Statements or Other Significant Matters
June 2016 ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)	The amendments in this update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The modified-retrospective approach is generally applicable through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Early adoption is permitted.	January 1, 2020	We are currently evaluating the effect this standard will have on our condensed consolidated financial statements and related disclosures.
January 2017 ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	This update removes step 2 of the goodwill impairment test that compares the implied fair value of goodwill with its carrying amount. Instead, an impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge will be recorded by the amount a reporting unit’s carrying amount exceeds its fair value. Early adoption is permitted.	January 1, 2020	We are currently evaluating the effect this standard will have on our condensed consolidated financial statements and related disclosures.
August 2018 ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement	This update removes, modifies and adds certain disclosure requirements related to fair value measurements. Early adoption is permitted.	January 1, 2020	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statement disclosures.
August 2018 ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans	This update adds and removes certain disclosure requirements related to defined benefit plans. This ASU is to be implemented on a retrospective basis for all periods presented with early adoption permitted.	January 1, 2021	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statement disclosures.
August 2018 ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This update clarifies and aligns the accounting for implementation costs for hosting arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is to be applied either retrospectively or prospectively with early adoption permitted.	January 1, 2020	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statements.

Unaudited Condensed Consolidated Financial Statements (Policies)

6 Months Ended

Jun. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

The accompanying condensed consolidated financial statements of LivaNova as of, and for the three and six months ended June 30, 2019 and 2018, have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying condensed consolidated balance sheet of LivaNova at December 31, 2018 has been derived from audited financial statements contained in our 2018 Form 10-K, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of only normal recurring adjustments) considered necessary for a fair statement of the operating results of LivaNova and its subsidiaries, for the three and six months ended June 30, 2019 and are not necessarily indicative of the results that may be expected for the year ending December 31, 2019. The financial information presented herein should be read in conjunction with the audited consolidated financial statements and notes thereto accompanying our 2018 Form 10-K.

New Accounting Pronouncements

On January 1, 2019, we adopted ASC Update (“ASU”) No 2016-02, Leases, including subsequent related accounting updates (collectively referred to as “Topic 842”), which supersedes the previous accounting model for leases. We adopted the standard using the modified retrospective approach with an effective date as of January 1, 2019. Prior year financial statements were not recast under the new standard. In addition, we elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed us to carry forward our historical assessment of whether contracts are or contain leases and lease classification. We also elected the practical expedient to account for lease and non-lease components together as a single combined lease component, which is applicable to all asset classes. We did not, however, elect the practical expedient related to using hindsight in determining the lease term as this was not relevant following our election of the modified retrospective approach.

In addition, we elected certain practical expedients on an ongoing basis, including the practical expedient for short-term leases pursuant to which a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize a lease liability and operating lease asset for leases with a term of 12 months or less and that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise. We have applied this accounting policy to all asset classes in our portfolio and will recognize the lease payments for such short-term leases within profit and loss on a straight-line basis over the lease term.

Furthermore, from a lessor perspective, certain of our agreements that allow the customer to use, rather than purchase, our medical devices will meet the criteria of being a lease in accordance with the new standard. While the amount of revenue and expenses recognized over the contract term will not be impacted, the timing of revenue and expense recognition will be impacted depending upon lease classification. We enacted appropriate changes to our business processes, systems and internal controls to support recognition and disclosure under the new standard.

We determine if an arrangement is or contains a lease at inception. Operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the latter of our lease standard effective date for adoption or the lease commencement date. Variable lease payments, such as common area rent maintenance charges and rent escalations not known upon lease commencement, are not included in determination of the minimum lease payments and will be expensed in the period in which the obligation for those payments is incurred. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement in determining the present value of future payments. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. We used the incremental borrowing rate available nearest to our adoption date for leases that commenced prior to that date. The operating lease asset also includes any lease payments made in advance and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

For additional information refer to “Note 11. Leases.”

Adoption of New Accounting Pronouncements

The following table provides a description of our adoption of new Accounting Standards Updates (“ASUs”) issued by the FASB and the impact of the adoption on our condensed financial statements:



Issue Date & Standard	Description	Date of Adoption	Effect on Financial Statements or Other Significant Matters
February 2016 ASU No. 2016-02, Leases (Topic 842) and subsequent amendments	The standard requires lessees to recognize most leases on the balance sheet as lease liabilities with corresponding right-of-use (“ROU”) assets and to provide enhanced disclosures. Furthermore, from a lessor perspective, certain of our agreements that allow the customer to use, rather than purchase, our medical devices met the criteria of being a lease in accordance with the new standard.	January 1, 2019	Adoption of the new standard resulted in the recognition of ROU assets and lease liabilities of approximately $60 million as of January 1, 2019. Refer to “Note 11. Leases.”
June 2018 ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting	This update simplifies the accounting for non-employee share-based payment transactions.	January 1, 2019	There was no material impact to our condensed consolidated financial statements as a result of adopting this ASU.

Future Adoption of New Accounting Pronouncements

The following table provides a description of future adoptions of new accounting standards that may have an impact on our financial statements when adopted:



Issue Date & Standard	Description	Projected Date of Adoption	Effect on Financial Statements or Other Significant Matters
June 2016 ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)	The amendments in this update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The modified-retrospective approach is generally applicable through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Early adoption is permitted.	January 1, 2020	We are currently evaluating the effect this standard will have on our condensed consolidated financial statements and related disclosures.
January 2017 ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	This update removes step 2 of the goodwill impairment test that compares the implied fair value of goodwill with its carrying amount. Instead, an impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge will be recorded by the amount a reporting unit’s carrying amount exceeds its fair value. Early adoption is permitted.	January 1, 2020	We are currently evaluating the effect this standard will have on our condensed consolidated financial statements and related disclosures.
August 2018 ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement	This update removes, modifies and adds certain disclosure requirements related to fair value measurements. Early adoption is permitted.	January 1, 2020	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statement disclosures.
August 2018 ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans	This update adds and removes certain disclosure requirements related to defined benefit plans. This ASU is to be implemented on a retrospective basis for all periods presented with early adoption permitted.	January 1, 2021	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statement disclosures.
August 2018 ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This update clarifies and aligns the accounting for implementation costs for hosting arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is to be applied either retrospectively or prospectively with early adoption permitted.	January 1, 2020	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statements.

Derivatives

Business Combinations (Tables)

6 Months Ended

Jun. 30, 2019

Business Combinations [Abstract]

Schedule of Business Acquisitions, by Acquisition

The following table presents the acquisition date fair value of the consideration transferred (in thousands):



Cash	$	203,671
Contingent consideration	40,190
Fair value of consideration transferred	$	243,861

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed



	Initial Purchase Price Allocation			Measurement Period Adjustments ⁽¹⁾			Adjusted Purchase Price Allocation
In-process research and development (“IPR&D”) ^{(2) (3)}	$	110,977		$	(3,474	)	$	107,503
Trade names ⁽²⁾	11,539			—			11,539
Developed technology ⁽²⁾	6,387			—			6,387
Goodwill	118,917			(797		)	118,120
Inventory	10,296			(140		)	10,156
Other assets and liabilities, net	3,632			242			3,874
Deferred tax liabilities, net	(17,887		)	4,169			(13,718		)
Net assets acquired	$	243,861		$	—		$	243,861

(1)


(2)	The amounts are included in intangible assets, net in the condensed consolidated balance sheets at June 30, 2019 and December 31, 2018. Trade names and developed technology are amortized over remaining useful lives of 15 and 2 years, respectively.


(3)	The fair value of IPR&D was determined using the income approach, which is a valuation technique that provides a fair value estimate based on the market participant expectations of cash flows the asset would generate. The cash flows were discounted commensurate with the level of risk associated with the asset. The discount rates were developed after assigning

Schedule of Business Acquisitions by Acquisition, Contingent Consideration

The arrangement is a Level 3 fair value measurement and includes the following significant unobservable inputs (in thousands):



TandemLife Acquisition	Fair value at April 4, 2018		Valuation Technique	Unobservable Input	Ranges
Regulatory milestone-based payments	$	40,190	Discounted cash flow	Discount rate	4.2% - 4.8%
				Probability of payments	75% - 95%
				Projected payment years	2019 - 2020

Discontinued Operations (Tables)

6 Months Ended

Jun. 30, 2019

Discontinued Operations and Disposal Groups [Abstract]

Components of discontinued operations

The following table represents the financial results of CRM presented as net loss from discontinued operations in the condensed consolidated statements of income (loss) (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Net sales	$	—		$	17,259		$	—		$	77,366
Costs and expenses:
Cost of sales	(43		)	5,168			(43		)	27,306
Selling, general and administrative expenses	26			11,072			26			42,898
Research and development	(161		)	5,296			(161		)	16,577
Restructuring expenses	—			—			—			651
Revaluation gain on assets and liabilities held for sale	—			—			—			(1,213		)
Loss on sale of CRM	—			214			—			214
Operating income (loss) from discontinued operations	178			(4,491		)	178			(9,067		)
Foreign exchange and other gains	—			23			—			102
Income (loss) from discontinued operations, before tax	178			(4,468		)	178			(8,965		)
Income tax benefit	—			(6		)	—			(1,165		)
Losses from equity method investments	—			—			—			(1,211		)
Net income (loss) from discontinued operations	$	178		$	(4,462	)	$	178		$	(9,011	)

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

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+ Details

Restructuring (Tables)

6 Months Ended

Jun. 30, 2019

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table presents the accruals, inventory obsolescence and other reserves, recorded in connection with our reorganization plans (in thousands):



	Employee Severance and Other Termination Costs			Other			Total
Balance at December 31, 2018	$	10,195		$	3,069		$	13,264
Charges	3,809			56			3,865
Cash payments and other	(9,922		)	(2,946		)	(12,868		)
Balance at June 30, 2019 ⁽¹⁾	$	4,082		$	179		$	4,261

(1)

Cumulatively, we have recognized a total of $103.1 million in restructuring expense inclusive of discontinued operations under the Prior Plans and the 2018 Plan.

Schedule of Restructuring Expense by Reportable Segment

The following table presents restructuring expense by reportable segment (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Cardiovascular	$	316	$	398	$	738	$	1,739
Neuromodulation	53		11		485		17
Other	963		67		2,642		601
Total	$	1,332	$	476	$	3,865	$	2,357

Product Remediation Liability (Tables)

6 Months Ended

Jun. 30, 2019

Product Remediation [Abstract]

Product Liability Contingencies

Changes in the carrying amount of the product remediation liability are as follows (in thousands):



Balance at December 31, 2018	$	14,745
Adjustments	2,669
Remediation activity	(6,840		)
Effect of changes in foreign currency exchange rates	(89		)
Balance at June 30, 2019 ⁽¹⁾	$	10,485

(1)

At June 30, 2019, the product remediation liability balance is included within accrued liabilities and other on the condensed consolidated balance sheet.

Investments (Tables)

6 Months Ended

Jun. 30, 2019

Investments [Abstract]

Schedule of Long-term Investments

These equity investments are included in investments on the condensed consolidated balance sheets (in thousands):



Equity Investments Without Readily Determinable Fair Values	June 30, 2019		December 31, 2018
Respicardia Inc. ⁽¹⁾	$	17,706	$	17,706
Ceribell, Inc.	3,000		3,000
Rainbow Medical Ltd.	1,114		1,119
MD Start II	1,139		1,144
Highlife S.A.S.	1,079		1,084
Other	770		770
	24,808		24,823
Equity method investments ⁽²⁾	287		—
	$	25,095	$	24,823

(1)

(2)

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2019

Fair Value Disclosures [Abstract]

Fair Value Measurements on a Recurring Basis

The following tables provide information by level for assets and liabilities that are measured at fair value on a recurring basis (in thousands):



	Fair Value as of June 30, 2019		Fair Value Measurements Using Inputs Considered as:
	Fair Value as of June 30, 2019		Level 1		Level 2		Level 3
Assets:
Derivative assets - freestanding instruments (foreign currency exchange rate “FX”)	$	654	$	—	$	654	$	—
	$	654	$	—	$	654	$	—

Liabilities:
Derivative liabilities - designated as cash flow hedges (FX)	$	769	$	—	$	769	$	—
Derivative liabilities - designated as cash flow hedges (interest rate swaps)	663		—		663		—
Derivative liabilities - freestanding instruments (FX)	388		—		388		—
Contingent consideration ⁽¹⁾	176,227		—		—		176,227
	$	178,047	$	—	$	1,820	$	176,227



	Fair Value as of December 31, 2018		Fair Value Measurements Using Inputs Considered as:
	Fair Value as of December 31, 2018		Level 1		Level 2		Level 3
Assets:
Derivative assets - freestanding instruments (FX)	$	236	$	—	$	236	$	—
	$	236	$	—	$	236	$	—

Liabilities:
Derivative liabilities - designated as cash flow hedges (FX)	$	1,354	$	—	$	1,354	$	—
Derivative liabilities - designated as cash flow hedges (interest rate swaps)	865		—		865		—
Derivative liabilities - freestanding instruments (FX)	3,173		—		3,173		—
Contingent consideration ⁽¹⁾	179,911		—		—		179,911
	$	185,303	$	—	$	5,392	$	179,911

(1)

The contingent consideration liability represents contingent payments primarily related to five completed acquisitions, including: Inversiones Drilltex SAS (“Drilltex”), Caisson, ImThera, TandemLife and Miami Instruments. See the table below for additional information.

Reconciliation of Beginning and Ending Balances of Contingent Consideration

The following table provides a reconciliation of the beginning and ending balance of the contingent consideration liability (in thousands):



Total contingent consideration liability at December 31, 2018	$	179,911
Additions ⁽¹⁾	7,184
Payments	(234		)
Changes in fair value ^{(2) (3)}	(10,600		)
Effect of changes in foreign currency exchange rates	(34		)
Total contingent consideration liability at June 30, 2019	176,227
Less current portion of contingent consideration liability at June 30, 2019 ⁽⁴⁾	43,155
Long-term portion of contingent consideration liability at June 30, 2019	$	133,072


(1)	See “Note 2. Business Combinations” for additional discussion.

(2)


(3)	During the six months ended June 30, 2019, the change in fair value resulted in a decrease of $5.8 million and $4.9 million recorded to cost of sales - exclusive of amortization and research and development, respectively.

(4)

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Financing Arrangements (Tables)

6 Months Ended

Jun. 30, 2019

Debt Disclosure [Abstract]

Schedule of Long-term Debt

The outstanding principal amount of long-term debt (in thousands, except interest rates):



	June 30, 2019		December 31, 2018		Maturity	Interest Rate
2017 European Investment Bank ⁽¹⁾	$	103,570	$	103,570	June 2026	3.72%
2019 Debt Facility ⁽²⁾	50,631		—		March 2022	1.40% - 3.98%
2014 European Investment Bank ⁽³⁾	37,916		47,606		June 2021	1.05%
Mediocredito Italiano	6,951		7,623		December 2023	0.50% - 2.94%
Bank of America, U.S.	2,499		—		January 2021	4.51%
Banca del Mezzogiorno	1,358		2,718		December 2019	0.50% - 2.99%
Region Wallonne	678		742		December 2023 and June 2033	0.75% - 1.24%
Mediocredito Italiano - mortgages and other	548		582		September 2021 and September 2026	0.69% - 1.19%
Other	39		—
Total long-term facilities	204,190		162,841
Less current portion of long-term debt	29,814		23,303
Total long-term debt	$	174,376	$	139,538


(1)	The 2017 European Investment Bank (“2017 EIB”) loan was obtained to support certain product development projects. The interest rate for the 2017 EIB loan is reset by the lender each principal payment date based on LIBOR. Interest payments are paid quarterly and principal payments are paid semi-annually.


(2)	The facility agreement with Bank of America Merrill Lynch International DAC, Barclays Bank PLC, BNP Paribas (London Branch) and Intesa Sanpaolo S.P.A. provides a multicurrency term loan facility in an aggregate amount of $350 million and terminates on March 26, 2022 (the “2019 Debt Facility”).


(3)	The 2014 European Investment Bank (“2014 EIB”) loan was obtained in July 2014 to support certain product development projects. The interest rate for the 2014 EIB loan is reset by the lender each quarter based on the Euribor. Interest payments are paid quarterly and principal payments are paid semi-annually.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Derivatives and Risk Management (Tables)

6 Months Ended

Jun. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Notional Amounts of Derivative Contracts Designated Cash Flow Hedges

Notional amounts of open derivative contracts designated as cash flow hedges (in thousands):



Description of Derivative Contract	June 30, 2019		December 31, 2018
FX derivative contracts to be exchanged for British Pounds	$	8,186	$	9,629
FX derivative contracts to be exchanged for Japanese Yen	28,100		23,985
FX derivative contracts to be exchanged for Canadian Dollars	1,900		7,637
FX derivative contracts to be exchanged for Euros	31,058		29,768
Interest rate swap contracts	30,356		38,115
	$	99,600	$	109,134

Unrealized Gain (Loss) in AOCI



Description of Derivative Contract	After-Tax Net Loss in AOCI as of June 30, 2019			Amount Expected to be Reclassified to Earnings in Next 12 Months
FX derivative contracts	$	(621	)	$	(621	)
Interest rate swap contracts	(168		)	(84		)
	$	(789	)	$	(705	)

Schedule of Cash Flow Hedges Included in AOCI



		Three Months Ended June 30,
		2019					2018
Description of Derivative Contract	Location in Earnings of Reclassified Gain or Loss	Gains Recognized in OCI		Gains (Losses) Reclassified from AOCI to Earnings			Losses Recognized in OCI			(Losses) Gains Reclassified from AOCI to Earnings
FX derivative contracts	Foreign exchange and other gains	$	313	$	489		$	(25	)	$	(1,358	)
FX derivative contracts	SG&A	—		(418		)	—			549
Interest rate swap contracts	Interest expense	—		27			—			(17		)
		$	313	$	98		$	(25	)	$	(826	)



		Six Months Ended June 30,
		2019					2018
Description of Derivative Contract	Location in Earnings of Reclassified Gain or Loss	Gains Recognized in OCI		Gains (Losses) Reclassified from AOCI to Earnings			Gains Recognized in OCI		(Losses) Gains Reclassified from AOCI to Earnings
FX derivative contracts	Foreign exchange and other gains	$	1,622	$	2,131		$	189	$	(512	)
FX derivative contracts	SG&A	—		(728		)	—		1,174
Interest rate swap contracts	Interest expense	—		14			—		(17		)
		$	1,622	$	1,417		$	189	$	645

Schedule of Fair Value of Derivative Instruments in Statement of Financial Position

The following tables present the fair value and the location of derivative contracts reported in the condensed consolidated balance sheets (in thousands):



June 30, 2019	Asset Derivatives			Liability Derivatives
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value ⁽¹⁾		Balance Sheet Location	Fair Value ⁽¹⁾
Interest rate swap contracts				Accrued liabilities	$	460
Interest rate swap contracts				Other long-term liabilities	203
FX derivative contracts				Accrued liabilities	769
Total derivatives designated as hedging instruments					1,432
Derivatives Not Designated as Hedging Instruments
FX derivative contracts	Accrued liabilities	$	654	Accrued liabilities	388
Total derivatives not designated as hedging instruments		654			388
Total derivatives		$	654		$	1,820



December 31, 2018	Asset Derivatives			Liability Derivatives
Derivatives Designated as Hedging Instruments	Balance Sheet Location	Fair Value ⁽¹⁾		Balance Sheet Location	Fair Value ⁽¹⁾
Interest rate swap contracts				Accrued liabilities	$	536
Interest rate swap contracts				Other long-term liabilities	329
FX derivative contracts				Accrued liabilities	1,354
Total derivatives designated as hedging instruments					2,219
Derivatives Not Designated as Hedging Instruments
FX derivative contracts	Prepaid expenses and other current assets	$	236	Accrued liabilities	3,173
Total derivatives not designated as hedging instruments		236			3,173
Total derivatives		$	236		$	5,392

(1)

For the classification of inputs used to evaluate the fair value of our derivatives, refer to “Note 8. Fair Value Measurements.”

Leases (Tables)

6 Months Ended

Jun. 30, 2019

Leases [Abstract]

Lessee, Components Of Operating Lease Assets, Liabilities And Costs

The components of operating lease assets, liabilities and costs are as follows (in thousands):



Operating Lease Assets and Liabilities	June 30, 2019
Assets
Operating lease right-of-use assets	$	56,831

Liabilities
Accrued liabilities and other	$	10,926
Long-term operating lease liabilities	47,377
Total lease liabilities	$	58,303

Lease, Cost



Operating Lease Cost	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Operating lease cost	$	3,469	$	7,209
Variable lease cost	255		426
Short-term lease cost	194		280
Total lease cost	$	3,918	$	7,915

Lessee, Operating Lease, Liability, Maturity

Contractual maturities of our lease liabilities as of June 30, 2019, are as follows (in thousands):



2019	$	6,379
2020	11,119
2021	9,192
2022	8,074
2023	6,826
Thereafter	22,294
Total lease payments	63,884
Less: Amount representing interest	5,581
Present value of lease liabilities	$	58,303

Leases, Lease Term and Discount Rate



Lease Term and Discount Rate	June 30, 2019
Weighted Average Remaining Lease Term (in years)	7.5
Weighted Average Discount Rate	2.3	%

Schedule of Cash Flow, Supplemental Disclosures



Other Information (in thousands)	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for leases	$	2,507	$	6,349

Operating lease assets obtained in exchange for lease liabilities	$	2,485	$	2,950

Schedule of Future Minimum Rental Payments for Operating Leases

As required and as previously disclosed in our 2018 Form 10-K, the following table summarizes our future minimum operating lease payments as of December 31, 2018 (in thousands):



Less than one year	$	11,986
One to three years	21,031
Three to five years	14,998
Thereafter	20,943
Total	$	68,958

Stockholders' Equity (Tables)

6 Months Ended

Jun. 30, 2019

Stockholders' Equity Note [Abstract]

Schedule of Stockholders Equity

The tables below present the condensed consolidated statement of stockholders’ equity as of and for the three and six months ended June 30, 2019 and 2018 (in thousands):



	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Retained Deficit			Total Stockholders' Equity
March 31, 2019	49,329	$	76,151	$	1,707,117	$	(1,321	)	$	(28,713	)	$	(266,428	)	$	1,486,806
Stock-based compensation plans	51	66		10,103		29			—			—			10,198
Net loss	—	—		—		—			—			(29,215		)	(29,215		)
Other comprehensive income	—	—		—		—			15,539			—			15,539
June 30, 2019	49,380	$	76,217	$	1,717,220	$	(1,292	)	$	(13,174	)	$	(295,643	)	$	1,483,328

March 31, 2018	48,628	$	75,224	$	1,738,044	$	(375	)	$	54,910		$	(48,821	)	$	1,818,982
Stock-based compensation plans	33	45		6,218		266			—			—			6,529
Net income	—	—		—		—			—			15,066			15,066
Other comprehensive loss	—	—		—		—			(57,543		)	—			(57,543		)
June 30, 2018	48,661	$	75,269	$	1,744,262	$	(109	)	$	(2,633	)	$	(33,755	)	$	1,783,034



	Ordinary Shares	Ordinary Shares - Amount		Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive (Loss) Income			Retained Deficit			Total Stockholders' Equity
December 31, 2018	49,323	$	76,144	$	1,705,111	$	(1,462	)	$	(24,476	)	$	(251,579	)	$	1,503,738
Stock-based compensation plans	57	73		12,109		170			—			—			12,352
Net loss	—	—		—		—			—			(44,064		)	(44,064		)
Other comprehensive income	—	—		—		—			11,302			—			11,302
June 30, 2019	49,380	$	76,217	$	1,717,220	$	(1,292	)	$	(13,174	)	$	(295,643	)	$	1,483,328

December 31, 2017	48,290	$	74,750	$	1,735,048	$	(133	)	$	45,313		$	(39,664	)	$	1,815,314
Adoption of ASU No. 2016-16	—	—		—		—			—			(22,430		)	(22,430		)
Share issuances	300	422		—		(422		)	—			—			—
Stock-based compensation plans	71	97		9,214		446			—			—			9,757
Net income	—	—		—		—			—			28,339			28,339
Other comprehensive loss	—	—		—		—			(47,946		)	—			(47,946		)
June 30, 2018	48,661	$	75,269	$	1,744,262	$	(109	)	$	(2,633	)	$	(33,755	)	$	1,783,034

Schedule of Accumulated Other Comprehensive Income (Loss)

The table below presents the change in each component of AOCI, net of tax, and the reclassifications out of AOCI into net income for the six months ended June 30, 2019 and 2018 (in thousands):



	Change in Unrealized Gain (Loss) on Derivatives			Foreign Currency Translation Adjustments Gain (Loss) ⁽¹⁾				Total
As of December 31, 2018	$	(944	)	$	(23,532	)		$	(24,476	)
Other comprehensive income before reclassifications, before tax	1,622			11,147				12,769
Tax expense	(390		)	—				(390		)
Other comprehensive income before reclassifications, net of tax	1,232			11,147				12,379
Reclassification of gain from accumulated other comprehensive income (loss), before tax	(1,417		)	—				(1,417		)
Reclassification of tax expense	340			—				340
Reclassification of gain from accumulated other comprehensive income (loss), after tax	(1,077		)	—				(1,077		)
Net current-period other comprehensive gain, net of tax	155			11,147				11,302
As of June 30, 2019	$	(789	)	$	(12,385	)		$	(13,174	)

As of December 31, 2017	$	(919	)	$	46,232			$	45,313
Other comprehensive income (loss) before reclassifications, before tax	189			(38,590		)		(38,401		)
Tax expense	(45		)	—				(45		)
Other comprehensive income (loss) before reclassifications, net of tax	144			(38,590		)		(38,446		)
Reclassification of gain from accumulated other comprehensive income (loss), before tax	(645		)	(9,011		)	⁽²⁾	(9,656		)
Reclassification of tax expense	156			—				156
Reclassification of gain from accumulated other comprehensive income (loss), after tax	(489		)	(9,011		)		(9,500		)
Net current-period other comprehensive loss, net of tax	(345		)	(47,601		)		(47,946		)
As of June 30, 2018	$	(1,264	)	$	(1,369	)		$	(2,633	)


(1)	Taxes are not provided for foreign currency translation adjustments as translation adjustments are related to earnings that are intended to be reinvested in the countries where earned.

(2)

Cumulative foreign currency translation adjustments eliminated upon the sale of CRM.

Stock-Based Incentive Plan (Tables)

6 Months Ended

Jun. 30, 2019

Share-based Payment Arrangement [Abstract]

Share-based Compensation, Stock Options, Activity

Stock-based incentive plans compensation expense is as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Service-based restricted stock units (“RSUs”)	$	3,875	$	2,634	$	6,845	$	4,790
Service-based stock appreciation rights (“SARs”)	2,900		2,675		4,908		4,023
Market performance-based restricted stock units	838		959		1,389		1,305
Operating performance-based restricted stock units	798		1,185		1,769		2,032
Employee stock purchase plan	313		—		685		—
Total stock-based compensation expense	$	8,724	$	7,453	$	15,596	$	12,150



	Six Months Ended June 30, 2019
	Shares	Weighted Average Grant Date Fair Value
Service-based SARs	592	$	31.22
Service-based RSUs	278	$	93.25
Market performance-based RSUs	44	$	100.41
Operating performance-based RSUs	44	$	96.59

Net Income Per Share (Tables)

6 Months Ended

Jun. 30, 2019

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Income Per Share

Reconciliation of the shares used in the basic and diluted earnings per share computations for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands):



	Three Months Ended June 30,		Six Months Ended June 30,
	2019	2018	2019	2018
Basic weighted average shares outstanding	48,342	48,487	48,295	48,406
Add effects of share-based compensation instruments ⁽¹⁾	—	851	—	857
Diluted weighted average shares outstanding	48,342	49,338	48,295	49,263

(1)

Geographic and Segment Information (Tables)

6 Months Ended

Jun. 30, 2019

Segment Reporting [Abstract]

Revenue from External Customers by Geographic Areas

The table below presents net sales by operating segment and geographic region (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Cardiopulmonary
United States	$	41,403	$	42,139	$	80,526	$	80,584
Europe	34,320		35,916		69,881		72,786
Rest of world	54,856		58,584		101,742		108,399
	130,579		136,639		252,149		261,769
Heart Valves
United States	4,678		6,147		9,034		12,683
Europe	10,672		11,863		21,185		23,979
Rest of world	18,001		15,792		28,805		28,182
	33,351		33,802		59,024		64,844
Advanced Circulatory Support
United States	7,944		5,468		15,977		5,468
Europe	192		353		311		353
Rest of world	178		194		274		194
	8,314		6,015		16,562		6,015
Cardiovascular
United States	54,025		53,754		105,537		98,735
Europe	45,184		48,132		91,377		97,118
Rest of world	73,035		74,570		130,821		136,775
	172,244		176,456		327,735		332,628
Neuromodulation
United States	80,551		89,395		157,437		167,387
Europe	12,996		11,943		23,655		22,234
Rest of world	10,722		9,315		17,826		14,876
	104,269		110,653		198,918		204,497

Other	656		389		1,317		771
Totals
United States	134,576		143,149		262,974		266,122
Europe ⁽¹⁾	58,180		60,075		115,032		119,352
Rest of world	84,413		84,274		149,964		152,422
Total ⁽²⁾	$	277,169	$	287,498	$	527,970	$	537,896


(1)	Europe sales include those countries in which we have a direct sales presence, whereas European countries in which we sell through distributors are included in Rest of world.

(2)

No single customer represented over 10% of our consolidated net sales. No country’s net sales exceeded 10% of our consolidated sales except for the U.S.

Schedule of Segment Reporting Information, by Segment

The table below presents a reconciliation of segment income from continuing operations to consolidated income from continuing operations before tax (in thousands):



	Three Months Ended June 30,						Six Months Ended June 30,
Operating Income from Continuing Operations	2019			2018			2019			2018
Cardiovascular	$	10,120		$	16,337		$	11,109		$	26,595
Neuromodulation ⁽¹⁾	619			57,211			22,250			95,945
Other	(25,677		)	(37,239		)	(53,976		)	(60,059		)
Total reportable segment (loss) income from continuing operations	(14,938		)	36,309			(20,617		)	62,481
Merger and integration expenses	4,378			4,409			7,629			7,369
Restructuring expenses	1,332			476			3,865			2,357
Amortization of intangibles	9,228			9,817			18,544			18,618
Operating (loss) income from continuing operations	(29,876		)	21,607			(50,655		)	34,137
Interest income	224			232			473			679
Interest expense	(4,054		)	(3,006		)	(5,716		)	(5,117		)
Gain on acquisition	—			—			—			11,484
Foreign exchange and other losses	(1,851		)	(70		)	(1,122		)	(343		)
(Loss) income from continuing operations before tax	$	(35,557	)	$	18,763		$	(57,020	)	$	40,840


(1)	Results for the three and six months ended June 30, 2019 include the impairment of intangible assets of $50.3 million.

Assets by reportable segment are as follows (in thousands):



Assets	June 30, 2019		December 31, 2018
Cardiovascular	$	1,571,953	$	1,532,825
Neuromodulation	716,531		731,840
Other	333,175		285,036
Total assets	$	2,621,659	$	2,549,701

Capital expenditures by segment are as follows (in thousands):



	Three Months Ended June 30,				Six Months Ended June 30,
Capital expenditures	2019		2018		2019		2018
Cardiovascular	$	4,835	$	4,594	$	8,386	$	7,725
Neuromodulation	127		500		530		847
Other	951		1,256		1,880		2,699
Discontinued operations	—		—		—		925
Total	$	5,913	$	6,350	$	10,796	$	12,196

Schedule of Goodwill

The changes in the carrying amount of goodwill by reportable segment for the six months ended June 30, 2019 were as follows (in thousands):



	Neuromodulation		Cardiovascular			Other		Total
December 31, 2018	$	398,539	$	515,859		$	42,417	$	956,815
Goodwill as a result of acquisitions	—		1,550			—		1,550
Measurement period adjustments	—		(3,326		)	—		(3,326		)
Foreign currency adjustments	675		6,001			—		6,676
June 30, 2019	$	399,214	$	520,084		$	42,417	$	961,715

Long-lived Assets by Geographic Areas

Property, plant and equipment, net by geography are as follows (in thousands):



PP&E	June 30, 2019		December 31, 2018
United States	$	65,079	$	68,862
Europe	109,807		112,376
Rest of world	10,212		10,162
Total	$	185,098	$	191,400

Supplemental Financial Information (Tables)

6 Months Ended

Jun. 30, 2019

Balance Sheet Related Disclosures [Abstract]

Inventories

Inventories consisted of the following (in thousands):



	June 30, 2019		December 31, 2018
Raw materials	$	46,403	$	40,387
Work-in-process	20,446		15,999
Finished goods	101,820		97,149
	$	168,669	$	153,535

Accrued Liabilities

Accrued liabilities and other consisted of the following (in thousands):



	June 30, 2019		December 31, 2018
Contingent consideration ⁽¹⁾	$	43,155	$	18,530
CRM purchase price adjustment payable to MicroPort Scientific Corporation	14,891		14,891
Operating lease liabilities ⁽²⁾	10,926		—
Product remediation ⁽³⁾	10,485		13,945
Legal and administrative costs	8,777		9,189
Provisions for agents, returns and other	4,052		4,934
Restructuring related liabilities ⁽⁴⁾	4,261		9,393
Other amounts payable to MicroPort Scientific Corporation	2,857		9,319
Derivative contract liabilities ⁽⁵⁾	963		5,063
Other accrued expenses	40,361		39,021
	$	140,728	$	124,285


(1)	Refer to “Note 8. Fair Value Measurements”


(2)	Refer to “Note 11. Leases”


(3)	Refer to “Note 5. Product Remediation Liability”


(4)	Refer to “Note 4. Restructuring”

(5)

Refer to “Note 10. Derivatives and Risk Management”

New Accounting Pronouncements (Tables)

6 Months Ended

Jun. 30, 2019

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles

The following table provides a description of future adoptions of new accounting standards that may have an impact on our financial statements when adopted:



Issue Date & Standard	Description	Projected Date of Adoption	Effect on Financial Statements or Other Significant Matters
June 2016 ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326)	The amendments in this update require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The modified-retrospective approach is generally applicable through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. Early adoption is permitted.	January 1, 2020	We are currently evaluating the effect this standard will have on our condensed consolidated financial statements and related disclosures.
January 2017 ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	This update removes step 2 of the goodwill impairment test that compares the implied fair value of goodwill with its carrying amount. Instead, an impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge will be recorded by the amount a reporting unit’s carrying amount exceeds its fair value. Early adoption is permitted.	January 1, 2020	We are currently evaluating the effect this standard will have on our condensed consolidated financial statements and related disclosures.
August 2018 ASU No. 2018-13, Fair Value Measurement (Topic 820): Changes to the Disclosure Requirements for Fair Value Measurement	This update removes, modifies and adds certain disclosure requirements related to fair value measurements. Early adoption is permitted.	January 1, 2020	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statement disclosures.
August 2018 ASU No. 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans	This update adds and removes certain disclosure requirements related to defined benefit plans. This ASU is to be implemented on a retrospective basis for all periods presented with early adoption permitted.	January 1, 2021	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statement disclosures.
August 2018 ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract	This update clarifies and aligns the accounting for implementation costs for hosting arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This ASU is to be applied either retrospectively or prospectively with early adoption permitted.	January 1, 2020	We do not expect the adoption of this update to have a material effect on our condensed consolidated financial statements.

Unaudited Condensed Consolidated Financial Statements (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Short-term Debt [Line Items]
Amortization of intangibles	$ 9,228	$ 9,817	$ 18,544	$ 18,618
Incorrectly Excluded From Cost Of Sales \| Cost of Sales
Short-term Debt [Line Items]
Amortization of intangibles				$ 6,900

Business Combinations - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended	6 Months Ended
	Jun. 12, 2019	Apr. 04, 2018	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Business Acquisition [Line Items]
Goodwill as a result of acquisitions				$ 1,550
TandemLife
Business Acquisition [Line Items]
Fair value of consideration transferred		$ 243,861
Cash		203,671
Contingent consideration		50,000
Revenue			$ 6,000	6,000
Operating loss			(6,100)	$ (6,100)
Miami Instruments
Business Acquisition [Line Items]
Fair value of consideration transferred	$ 17,000
Cash	10,800
Contingent consideration	6,000
Goodwill as a result of acquisitions	1,500
Miami Instruments \| Developed technology and in process research and development
Business Acquisition [Line Items]
Intangible assets acquired	$ 14,700
SG&A \| TandemLife
Business Acquisition [Line Items]
Acquisition-related expense			$ 1,600		$ 1,900
Maximum \| TandemLife
Business Acquisition [Line Items]
Fair value of consideration transferred		$ 254,000

Business Combinations - Purchase Price Composition (Details) - TandemLife $ in Thousands	Apr. 04, 2018 USD ($)
Business Acquisition [Line Items]
Cash	$ 203,671
Contingent consideration	40,190
Fair value of consideration transferred	$ 243,861

Business Combinations - Preliminary Purchase Price Allocation (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2019	Jun. 30, 2019	Dec. 31, 2018	Apr. 04, 2018
Business Acquisition [Line Items]
Goodwill	$ 961,715	$ 961,715	$ 956,815
Goodwill, adjustment		$ (3,326)
TandemLife
Business Acquisition [Line Items]
Goodwill				$ 118,120
Goodwill, adjustment	(797)
Inventory				10,156
Inventory, adjustment	(140)
Other assets and liabilities, net				3,874
Other assets and liabilities, net , adjustment	242
Deferred income tax liabilities, net				(13,718)
Deferred income taxes, net, adjustment	4,169
Net assets acquired				243,861
Net assets acquired, adjustment	0
TandemLife \| Previously Reported
Business Acquisition [Line Items]
Goodwill				118,917
Inventory				10,296
Other assets and liabilities, net				3,632
Deferred income tax liabilities, net				(17,887)
Net assets acquired				243,861
In Process Research and Development \| TandemLife
Business Acquisition [Line Items]
Intangible asset				107,503
Intangible asset, adjustment	(3,474)
In Process Research and Development \| TandemLife \| Previously Reported
Business Acquisition [Line Items]
Intangible asset				110,977
Trade Names \| TandemLife
Business Acquisition [Line Items]
Intangible asset				11,539
Intangible asset, adjustment	0
Useful life		15 years
Trade Names \| TandemLife \| Previously Reported
Business Acquisition [Line Items]
Intangible asset				11,539
Developed Technology \| TandemLife
Business Acquisition [Line Items]
Intangible asset				6,387
Intangible asset, adjustment	$ 0
Useful life		2 years
Developed Technology \| TandemLife \| Previously Reported
Business Acquisition [Line Items]
Intangible asset				$ 6,387

Business Combinations - Contingent Consideration (Details) - TandemLife - Discounted Cash Flow $ in Thousands	Apr. 04, 2018 USD ($)
Business Acquisition, Contingent Consideration [Line Items]
Regulatory milestone-based payment	$ 40,190
Discount Rate \| Minimum
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration, measurement inputs	4.20%
Discount Rate \| Maximum
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration, measurement inputs	4.80%
Probability of Payment \| Minimum
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration, measurement inputs	75.00%
Probability of Payment \| Maximum
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration, measurement inputs	95.00%

Discontinued Operations (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
Discontinued Operations (Details) - USD ($) $ in Thousands	Apr. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Capital expenditures		$ 5,913	$ 6,350	$ 10,796	$ 12,196
Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Capital expenditures		0	0	0	$ 925
CRM Business Franchise
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration transferred	$ 195,900
Consideration transferred, cash	$ 9,200
Transition services		$ 200		$ 800
Stock-based compensation			2,100
CRM Business Franchise \| Discontinued Operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Capital expenditures			$ 900

Discontinued Operations (Operating Gains And Losses) (Details) - CRM Business Franchise - Discontinued Operations, Held-for-sale - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net sales	$ 0	$ 17,259	$ 0	$ 77,366
Costs and expenses:
Cost of sales	(43)	5,168	(43)	27,306
Selling, general and administrative expenses	26	11,072	26	42,898
Research and development	(161)	5,296	(161)	16,577
Restructuring expenses	0	0	0	651
Revaluation gain on assets and liabilities held for sale	0	0	0	(1,213)
Loss on sale of CRM	0	214	0	214
Operating income (loss) from discontinued operations	178	(4,491)	178	(9,067)
Foreign exchange and other gains	0	23	0	102
Income (loss) from discontinued operations, before tax	178	(4,468)	178	(8,965)
Income tax benefit	0	(6)	0	(1,165)
Losses from equity method investments	0	0	0	(1,211)
Net income (loss) from discontinued operations	$ 178	$ (4,462)	$ 178	$ (9,011)

Restructuring (Narrative) (Details)	6 Months Ended
Restructuring (Narrative) (Details)	Jun. 30, 2019 employee
2018 Reorganization Plan \| Cardiovascular
Restructuring Cost and Reserve [Line Items]
Expected number of positions eliminated	75

Restructuring (Restructuing and Related Costs) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Restructuring Reserve [Roll Forward]
Charges	$ 1,332	$ 476	$ 3,865	$ 2,357
Reorganization Plans
Restructuring Reserve [Roll Forward]
Beginning liability balance			13,264
Charges			3,865
Cash payments and other			(12,868)
Ending liability balance	4,261		4,261
Reorganization Plans \| Employee Severance and Other Termination Costs
Restructuring Reserve [Roll Forward]
Beginning liability balance			10,195
Charges			3,809
Cash payments and other			(9,922)
Ending liability balance	4,082		4,082
Reorganization Plans \| Other
Restructuring Reserve [Roll Forward]
Beginning liability balance			3,069
Charges			56
Cash payments and other			(2,946)
Ending liability balance	$ 179		179
Discontinued Operations \| Reorganization Plans
Restructuring Reserve [Roll Forward]
Charges			$ 103,100

Restructuring (Restructuring Expense by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Restructuring Cost and Reserve [Line Items]
Charges	$ 1,332	$ 476	$ 3,865	$ 2,357
Operating Segments \| Cardiovascular
Restructuring Cost and Reserve [Line Items]
Charges	316	398	738	1,739
Operating Segments \| Neuromodulation
Restructuring Cost and Reserve [Line Items]
Charges	53	11	485	17
Other
Restructuring Cost and Reserve [Line Items]
Charges	$ 963	$ 67	$ 2,642	$ 601

Product Remediation Liability (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Accrual for Environmental Loss Contingencies [Roll Forward]
Product remediation, beginning			$ 14,745
Adjustments			2,669
Remediation activity			(6,840)
Effect of changes in foreign currency exchange rates			(89)
Product remediation, ending	$ 10,485		10,485
Product remediation expense	$ 5,113	$ 1,542	$ 8,060	$ 5,257
Litigation provision liability, net					$ 293,300

Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Indefinite-lived Intangible Assets [Line Items]
Impairment of intangible assets	$ 50,295	$ 0	$ 50,295	$ 0
In Process Research and Development
Indefinite-lived Intangible Assets [Line Items]
Impairment of intangible assets	50,300
Indefinite-lived intangible assets	$ 112,000		$ 112,000

Investments (Details) $ in Thousands, € in Millions	3 Months Ended
Investments (Details) $ in Thousands, € in Millions	Jun. 30, 2019 USD ($)	Jun. 30, 2019 EUR (€)	Dec. 31, 2018 USD ($)
Schedule of Equity Method Investments [Line Items]
Investments	$ 24,808		$ 24,823
Equity method investments	287		0
Total Investments	25,095		24,823
Payment to acquire Investments	5,700	€ 5.0
Cost Method Investee \| Respicardia \| Prepaid expenses and other current assets
Schedule of Equity Method Investments [Line Items]
Outstanding loans	600		600
Respicardia
Schedule of Equity Method Investments [Line Items]
Investments	17,706		17,706
Ceribell, Inc.
Schedule of Equity Method Investments [Line Items]
Investments	3,000		3,000
Rainbow Medical Ltd.
Schedule of Equity Method Investments [Line Items]
Investments	1,114		1,119
MD Start II
Schedule of Equity Method Investments [Line Items]
Investments	1,139		1,144
Highlife S.A.S.
Schedule of Equity Method Investments [Line Items]
Investments	1,079		1,084
Other
Schedule of Equity Method Investments [Line Items]
Investments	$ 770		$ 770

Fair Value Measurements (Assets and Liabilities That Are Measured at Fair Value on a Recurring Basis) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($) acquisition	Dec. 31, 2018 USD ($)
Liabilities:
Number of businesses acquired \| acquisition	5
Level 3
Liabilities:
Contingent consideration		$ 179,911
Fair Value, Measurements, Recurring
Assets:
Total assets	$ 654	236
Liabilities:
Contingent consideration	176,227	179,911
Total liabilities	178,047	185,303
Fair Value, Measurements, Recurring \| Derivatives Designated as Hedging Instruments \| Foreign Exchange Contract
Liabilities:
Derivative liabilities	769	1,354
Fair Value, Measurements, Recurring \| Derivatives Designated as Hedging Instruments \| Interest Rate Contract
Liabilities:
Derivative liabilities	663	865
Fair Value, Measurements, Recurring \| Derivatives Not Designated as Hedging Instruments \| Foreign Exchange Contract
Assets:
Derivative asset	654	236
Liabilities:
Derivative liabilities	388	3,173
Fair Value, Measurements, Recurring \| Level 1
Assets:
Total assets	0	0
Liabilities:
Contingent consideration	0	0
Total liabilities	0	0
Fair Value, Measurements, Recurring \| Level 1 \| Derivatives Designated as Hedging Instruments \| Foreign Exchange Contract
Liabilities:
Derivative liabilities	0	0
Fair Value, Measurements, Recurring \| Level 1 \| Derivatives Designated as Hedging Instruments \| Interest Rate Contract
Liabilities:
Derivative liabilities	0	0
Fair Value, Measurements, Recurring \| Level 1 \| Derivatives Not Designated as Hedging Instruments \| Foreign Exchange Contract
Assets:
Derivative asset	0	0
Liabilities:
Derivative liabilities	0	0
Fair Value, Measurements, Recurring \| Level 2
Assets:
Total assets	654	236
Liabilities:
Contingent consideration	0	0
Total liabilities	1,820	5,392
Fair Value, Measurements, Recurring \| Level 2 \| Derivatives Designated as Hedging Instruments \| Foreign Exchange Contract
Liabilities:
Derivative liabilities	769	1,354
Fair Value, Measurements, Recurring \| Level 2 \| Derivatives Designated as Hedging Instruments \| Interest Rate Contract
Liabilities:
Derivative liabilities	663	865
Fair Value, Measurements, Recurring \| Level 2 \| Derivatives Not Designated as Hedging Instruments \| Foreign Exchange Contract
Assets:
Derivative asset	654	236
Liabilities:
Derivative liabilities	388	3,173
Fair Value, Measurements, Recurring \| Level 3
Assets:
Total assets	0	0
Liabilities:
Contingent consideration	176,227
Total liabilities	176,227	179,911
Fair Value, Measurements, Recurring \| Level 3 \| Derivatives Designated as Hedging Instruments \| Foreign Exchange Contract
Liabilities:
Derivative liabilities	0	0
Fair Value, Measurements, Recurring \| Level 3 \| Derivatives Designated as Hedging Instruments \| Interest Rate Contract
Liabilities:
Derivative liabilities	0	0
Fair Value, Measurements, Recurring \| Level 3 \| Derivatives Not Designated as Hedging Instruments \| Foreign Exchange Contract
Assets:
Derivative asset	0	0
Liabilities:
Derivative liabilities	$ 0	$ 0

Fair Value Measurements - Contingent Consideration Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Sep. 30, 2019	Jun. 30, 2019
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Contingent consideration, start		$ 179,911
Acquisitions		7,184
Payments		(234)
Changes in fair value		(10,600)
Effect of changes in foreign currency exchange rates		(34)
Fair value, current liability		43,155
Fair value, non-current liability		133,072
Level 3 \| ImThera Medical, Inc.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair value, current liability		17,600
Timing delay of anticipated regulatory approval, amount		17,800
Cost of sales - exclusive of amortization
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Interest rate changes		(5,800)
Research and development
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Interest rate changes		$ (4,900)
Forecast \| ImThera Medical, Inc.
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Payments	$ 19,000

Financing Arrangements (Long-Term Debt Outstanding, Revolving Credit and European Investment Bank Financing Agreement) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Total long-term facilities	$ 204,190	$ 162,841
Other	39	0
Less current portion of long-term debt	29,814	23,303
Total long-term debt	174,376	139,538
Loans Payable \| 2017 European Investment Bank
Debt Instrument [Line Items]
Total long-term facilities	$ 103,570	103,570
Interest rate (percent)	3.72%
Loans Payable \| 2019 Debt Facility
Debt Instrument [Line Items]
Total long-term facilities	$ 50,631	0
Loans Payable \| 2019 Debt Facility \| Minimum
Debt Instrument [Line Items]
Interest rate (percent)	1.40%
Loans Payable \| 2019 Debt Facility \| Maximum
Debt Instrument [Line Items]
Interest rate (percent)	3.98%
Loans Payable \| 2014 European Investment Bank
Debt Instrument [Line Items]
Total long-term facilities	$ 37,916	47,606
Interest rate (percent)	1.05%
Loans Payable \| Mediocredito Italiano
Debt Instrument [Line Items]
Total long-term facilities	$ 6,951	7,623
Loans Payable \| Mediocredito Italiano \| Minimum
Debt Instrument [Line Items]
Interest rate (percent)	0.50%
Loans Payable \| Mediocredito Italiano \| Maximum
Debt Instrument [Line Items]
Interest rate (percent)	2.94%
Loans Payable \| Bank of America, U.S.
Debt Instrument [Line Items]
Total long-term facilities	$ 2,499	0
Interest rate (percent)	4.51%
Loans Payable \| Banca del Mezzogiorno
Debt Instrument [Line Items]
Total long-term facilities	$ 1,358	2,718
Loans Payable \| Banca del Mezzogiorno \| Minimum
Debt Instrument [Line Items]
Interest rate (percent)	0.50%
Loans Payable \| Banca del Mezzogiorno \| Maximum
Debt Instrument [Line Items]
Interest rate (percent)	2.99%
Loans Payable \| Region Wallonne
Debt Instrument [Line Items]
Total long-term facilities	$ 678	742
Loans Payable \| Region Wallonne \| Minimum
Debt Instrument [Line Items]
Interest rate (percent)	0.75%
Loans Payable \| Region Wallonne \| Maximum
Debt Instrument [Line Items]
Interest rate (percent)	1.24%
Mortgages \| Mediocredito Italiano
Debt Instrument [Line Items]
Total long-term facilities	$ 548	$ 582
Mortgages \| Mediocredito Italiano \| Minimum
Debt Instrument [Line Items]
Interest rate (percent)	0.69%
Mortgages \| Mediocredito Italiano \| Maximum
Debt Instrument [Line Items]
Interest rate (percent)	1.19%

Financing Arrangements (Details) € in Millions		6 Months Ended
Financing Arrangements (Details) € in Millions	Jul. 25, 2019 USD ($)	Jun. 30, 2019 USD ($)	Jul. 25, 2019 EUR (€)	Dec. 31, 2018 USD ($)
Revolving Credit Facility
Debt Instrument [Line Items]
Short-term debt		$ 7,900,000		$ 5,500,000
Minimum \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term		5 days
Interest rate (percent)		0.15%
Maximum \| Revolving Credit Facility
Debt Instrument [Line Items]
Debt instrument, term		15 years
Interest rate (percent)		8.50%
US Denominated Borrowings \| London Interbank Offered Rate (LIBOR) \| Multicurrency Term Loan
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.60%
Euro Denominated Borrowings \| London Interbank Offered Rate (LIBOR) \| Multicurrency Term Loan
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate		1.40%
Letter of credit \| 2019 Debt Facility
Debt Instrument [Line Items]
Finance contract, borrowing base		$ 350,000,000
Subsequent Event \| Banca Nazionale del Lavoro SpA
Debt Instrument [Line Items]
Finance contract, borrowing base	$ 44,600,000		€ 40.0
Debt instrument, term	2 years
Subsequent Event \| Banca Nazionale del Lavoro SpA \| Euro Interbank Offered Rate (EURIBOR) \| Multicurrency Term Loan
Debt Instrument [Line Items]
Debt instrument, basis spread on variable rate	0.80%

Derivatives and Risk Management (Narrative) (Details) - Derivatives Not Designated as Hedging Instruments - Foreign Exchange Contract - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Derivative [Line Items]
Notional amount	$ 198.4		$ 198.4		$ 320.2
Foreign exchange and other gains
Derivative [Line Items]
Gain (loss) on derivative	$ 1.0	$ (4.1)	$ 4.7	$ (11.7)

Derivatives and Risk Management (Derivative Notional Amounts) (Details) - Derivatives Designated as Hedging Instruments - Cash Flow Hedging - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2019	Dec. 31, 2018
Derivative [Line Items]
Notional amount	$ 99,600	$ 109,134
After-tax, net unrealized losses on derivatives arising during period	(789)
Net amount expected to be reclassified to earnings in the next 12 months	(705)
Foreign Exchange Contract
Derivative [Line Items]
After-tax, net unrealized losses on derivatives arising during period	(621)
Net amount expected to be reclassified to earnings in the next 12 months	(621)
Foreign Exchange Contract \| United Kingdom, Pounds
Derivative [Line Items]
Notional amount	8,186	9,629
Foreign Exchange Contract \| Japan, Yen
Derivative [Line Items]
Notional amount	28,100	23,985
Foreign Exchange Contract \| Canada, Dollars
Derivative [Line Items]
Notional amount	1,900	7,637
Foreign Exchange Contract \| Euro Member Countries, Euro
Derivative [Line Items]
Notional amount	31,058	29,768
Interest Rate Swap Contracts
Derivative [Line Items]
Notional amount	30,356	$ 38,115
After-tax, net unrealized losses on derivatives arising during period	(168)
Net amount expected to be reclassified to earnings in the next 12 months	$ (84)

Derivatives and Risk Management (Amount of Gain (Loss) Recognized in OCI and Income Statement) (Details) - Cash Flow Hedging - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Derivative Instruments, Gain (Loss) [Line Items]
Gains (Losses) Recognized in OCI	$ 313	$ (25)	$ 1,622	$ 189
Gains (Losses) Reclassified from AOCI to Earnings	98	(826)	1,417	645
Foreign Exchange Contract \| Foreign exchange and other gains
Derivative Instruments, Gain (Loss) [Line Items]
Gains (Losses) Recognized in OCI	313	(25)	1,622	189
Gains (Losses) Reclassified from AOCI to Earnings	489	(1,358)	2,131	(512)
Foreign Exchange Contract \| SG&A
Derivative Instruments, Gain (Loss) [Line Items]
Gains (Losses) Recognized in OCI	0	0	0	0
Gains (Losses) Reclassified from AOCI to Earnings	(418)	549	(728)	1,174
Interest Rate Swap Contracts \| Interest expense
Derivative Instruments, Gain (Loss) [Line Items]
Gains (Losses) Recognized in OCI	0	0	0	0
Gains (Losses) Reclassified from AOCI to Earnings	$ 27	$ (17)	$ 14	$ (17)

Derivatives and Risk Management (Fair Value of Derivative Instruments) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Derivatives, Fair Value [Line Items]
Total asset derivatives	$ 654	$ 236
Total liability derivatives	1,820	5,392
Derivatives Designated as Hedging Instruments
Derivatives, Fair Value [Line Items]
Total liability derivatives	1,432	2,219
Derivatives Designated as Hedging Instruments \| Accrued liabilities \| Interest Rate Contract
Derivatives, Fair Value [Line Items]
Total liability derivatives	460	536
Derivatives Designated as Hedging Instruments \| Accrued liabilities \| Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Total liability derivatives	769	1,354
Derivatives Designated as Hedging Instruments \| Other long-term liabilities \| Interest Rate Contract
Derivatives, Fair Value [Line Items]
Total liability derivatives	203	329
Derivatives Not Designated as Hedging Instruments
Derivatives, Fair Value [Line Items]
Total asset derivatives	654	236
Total liability derivatives	388	3,173
Derivatives Not Designated as Hedging Instruments \| Prepaid expenses and other current assets \| Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Total asset derivatives	654	236
Derivatives Not Designated as Hedging Instruments \| Accrued liabilities \| Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Total liability derivatives	$ 388	$ 3,173

Leases - Components Of Operating Lease Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Leases [Abstract]
Lessee, operating lease, renewal term	12 years
Operating lease right-of-use assets	$ 56,831	$ 0
Accrued liabilities and other	10,926	0
Long-term operating lease liabilities	47,377	$ 0
Total lease liabilities	$ 58,303

Leases - Costs (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
Leases - Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating lease cost	$ 3,469	$ 7,209
Variable lease cost	255	426
Short-term lease cost	194	280
Lease, Cost	$ 3,918	$ 7,915

Leases - Contractual Maturities (Details) $ in Thousands	Jun. 30, 2019 USD ($)
Leases [Abstract]
2019	$ 6,379
2020	11,119
2021	9,192
2022	8,074
2023	6,826
2024	22,294
Total lease payments	63,884
Less: Amount representing interest	5,581
Present value of lease liabilities	$ 58,303

Leases - Lease Term and Discount Rate (Details)	Jun. 30, 2019
Leases [Abstract]
Weighted Average Remaining Lease Term (in years)	7 years 6 months
Weighted Average Discount Rate	2.30%

Leases - Cash Flow (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
Leases - Cash Flow (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jun. 30, 2019
Leases [Abstract]
Operating cash flows for leases	$ 2,507	$ 6,349
Operating lease assets obtained in exchange for lease liabilities	$ 2,485	$ 2,950

Leases - Future Minimum Operating Lease Payments (Details) $ in Thousands	Dec. 31, 2018 USD ($)
Leases [Abstract]
Less than one year	$ 11,986
One to three years	21,031
Three to five years	14,998
Thereafter	20,943
Total	$ 68,958

Commitments and Contingencies (Narrative) (Details) € in Thousands, $ in Thousands				1 Months Ended		3 Months Ended		6 Months Ended	12 Months Ended
	Jul. 24, 2019 USD ($)	May 15, 2018 EUR (€)	Apr. 01, 2016 USD ($)	Jul. 31, 2019 USD ($)	Oct. 31, 2016 EUR (€)	Jun. 30, 2019 USD ($) installment notice	Dec. 31, 2018 USD ($)	Jun. 30, 2019 USD ($) installment notice	Dec. 31, 2004 USD ($)	Jul. 30, 2019 claim	Jun. 30, 2019 EUR (€) installment notice	May 31, 2019 EUR (€)	Aug. 27, 2015 non-conformity	Oct. 30, 2009 EUR (€)
Other Commitments [Line Items]
Product remediation						$ 10,485	$ 14,745	$ 10,485
Unrecognized tax benefits, net of settlement payment						17,500		17,500			€ 15,400
Regional Internal Revenue Office of Lombardy
Other Commitments [Line Items]
Application pending approval, payments for legal settlements						2,200		2,200				€ 1,900
Settled Litigation
Other Commitments [Line Items]
Litigation settlement					€ 400	455
Legal fees		€ 84				96
Threatened Litigation \| Regional Internal Revenue Office of Lombardy
Other Commitments [Line Items]
Losses under dispute						$ 71,300		$ 71,300			€ 62,600
Number of equal installments \| installment						5		5			5
Number of notice of assessments \| notice						3		3			3
FDA Warning Letter
Other Commitments [Line Items]
Number of observed non-conformities \| non-conformity													2
Product Liability
Other Commitments [Line Items]
Litigation settlement, amount awarded to other party								$ 225,000
Litigation provision						$ 293,300	$ 294,100
SNIA \| Pending Litigation \| SNIA s.p.a
Other Commitments [Line Items]
Compensation sought									$ 4,000,000
SNIA \| Settled Litigation \| Sorin S.p.A. \| Positive Outcome of Litigation
Other Commitments [Line Items]
Litigation settlement			$ 332
Subsequent Event \| Product Liability
Other Commitments [Line Items]
Pending claims, number \| claim										215
Insurance recoveries	$ 33,800
Insurance recoveries, number of days to be received within	30 days
Forecast \| Product Liability
Other Commitments [Line Items]
Payments for legal settlements				$ 135,000
Tax Years 2002 - 2006 \| Threatened Litigation \| Regional Internal Revenue Office of Lombardy
Other Commitments [Line Items]
Losses under dispute						$ 116,800		$ 116,800						€ 102,600

Stockholders' Equity Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Jan. 01, 2018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance (shares)			49,323,418
Beginning Balance	$ 1,486,806	$ 1,818,982	$ 1,503,738	$ 1,815,314
Share issuances				0
Stock-based compensation plans	10,198	6,529	12,352	9,757
Net income (loss)	(29,215)	15,066	(44,064)	28,339
Other comprehensive Income (loss)	$ 15,539	(57,543)	$ 11,302	(47,946)
Ending Balance (shares)	49,380,284		49,380,284
Ending Balance	$ 1,483,328	$ 1,783,034	$ 1,483,328	$ 1,783,034
Ordinary Shares
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance (shares)	49,329,000	48,628,000	49,323,000	48,290,000
Beginning Balance	$ 76,151	$ 75,224	$ 76,144	$ 74,750
Share issuances (in shares)				300,000
Share issuances				$ 422
Stock-based compensation plans (in shares)	51,000	33,000	57,000	71,000
Stock-based compensation plans	$ 66	$ 45	$ 73	$ 97
Ending Balance (shares)	49,380,000	48,661,000	49,380,000	48,661,000
Ending Balance	$ 76,217	$ 75,269	$ 76,217	$ 75,269
Additional Paid-In Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance	1,707,117	1,738,044	1,705,111	1,735,048
Stock-based compensation plans	10,103	6,218	12,109	9,214
Ending Balance	1,717,220	1,744,262	1,717,220	1,744,262
Treasury Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance	(1,321)	(375)	(1,462)	(133)
Share issuances				(422)
Stock-based compensation plans	29	266	170	446
Ending Balance	(1,292)	(109)	(1,292)	(109)
Accumulated Other Comprehensive (Loss) Income
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance	(28,713)	54,910	(24,476)	45,313
Other comprehensive Income (loss)	15,539		11,302	(47,946)
Ending Balance	(13,174)	(2,633)	(13,174)	(2,633)
Retained Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning Balance	(266,428)	(48,821)	(251,579)	(39,664)
Net income (loss)	(29,215)	15,066	(44,064)	28,339
Ending Balance	$ (295,643)	$ (33,755)	$ (295,643)	$ (33,755)
Accounting Standards Update 2016-16
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of ASU					$ (22,430)
Accounting Standards Update 2016-16 \| Retained Deficit
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Adoption of ASU					$ (22,430)

Stockholders' Equity (Comprehensive Income) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	$ 1,486,806	$ 1,818,982	$ 1,503,738	$ 1,815,314
Net current-period other comprehensive loss, net of tax	15,539	(57,543)	11,302	(47,946)
Ending Balance	1,483,328	1,783,034	1,483,328	1,783,034
Change in Unrealized Gain (Loss) on Derivatives
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance			(944)	(919)
Other comprehensive income (loss) before reclassifications, before tax			1,622	189
Tax expense (benefit)			(390)	(45)
Other comprehensive income (loss) before reclassifications, net of tax			1,232	144
Reclassification of gain from accumulated other comprehensive income (loss), before tax			(1,417)	(645)
Reclassification of tax expense (benefit)			340	156
Reclassification of gain from accumulated other comprehensive income (loss), after tax			(1,077)	(489)
Net current-period other comprehensive loss, net of tax			155	(345)
Ending Balance	(789)	(1,264)	(789)	(1,264)
Foreign Currency Translation Adjustments Gain (Loss)
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance			(23,532)	46,232
Other comprehensive income (loss) before reclassifications, before tax			11,147	(38,590)
Tax expense (benefit)			0	0
Other comprehensive income (loss) before reclassifications, net of tax			11,147	(38,590)
Reclassification of gain from accumulated other comprehensive income (loss), before tax			0	(9,011)
Reclassification of tax expense (benefit)			0	0
Reclassification of gain from accumulated other comprehensive income (loss), after tax			0	(9,011)
Net current-period other comprehensive loss, net of tax			11,147	(47,601)
Ending Balance	(12,385)	(1,369)	(12,385)	(1,369)
Accumulated Other Comprehensive (Loss) Income
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning Balance	(28,713)	54,910	(24,476)	45,313
Other comprehensive income (loss) before reclassifications, before tax			12,769	(38,401)
Tax expense (benefit)			(390)	(45)
Other comprehensive income (loss) before reclassifications, net of tax			12,379	(38,446)
Reclassification of gain from accumulated other comprehensive income (loss), before tax			(1,417)	(9,656)
Reclassification of tax expense (benefit)			340	156
Reclassification of gain from accumulated other comprehensive income (loss), after tax			(1,077)	(9,500)
Net current-period other comprehensive loss, net of tax	15,539		11,302	(47,946)
Ending Balance	$ (13,174)	$ (2,633)	$ (13,174)	$ (2,633)

Stock-Based Incentive Plan (Compensation Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 8,724	$ 7,453	$ 15,596	$ 12,150
Share-based compensation arrangement, vesting period			4 years
Share-based compensation arrangement, compensation cost	3,100		$ 3,200
Service-based restricted stock units (“RSUs”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	3,875	2,634	6,845	4,790
Service-based stock appreciation rights (“SARs”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	2,900	2,675	4,908	4,023
Market performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	838	959	$ 1,389	1,305
Share-based compensation arrangement, vesting period			3 years
Operating performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	798	1,185	$ 1,769	2,032
Share-based compensation arrangement, vesting period			3 years
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 313	$ 0	$ 685	$ 0

Stock-Based Incentive Plan (Executed Agreements) (Details) shares in Thousands	6 Months Ended
	Jun. 30, 2019 $ / shares shares
Service-based stock appreciation rights (“SARs”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares (in shares) \| shares	592
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 31.22
Service-based restricted stock units (“RSUs”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares (in shares) \| shares	278
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 93.25
Market performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares (in shares) \| shares	44
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 100.41
Operating performance-based restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares (in shares) \| shares	44
Weighted average grant date fair value (in dollars per share) \| $ / shares	$ 96.59

Income Taxes (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Income Taxes (Narrative) (Details) - USD ($) $ in Millions	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018	Dec. 31, 2018
Income Tax Disclosure [Abstract]
Effective tax rate (percent)	17.30%	(5.50%)	22.40%	7.00%
Unrecognized tax benefits	$ 17.2		$ 17.2		$ 22.9
Unrecognized tax benefits, potential decrease amount			$ 1.3

Net Income Per Share (Schedule of Earnings Per Share, Basic and Diluted) (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Earnings Per Share [Abstract]
Basic weighted average shares outstanding (in Shares)	48,342	48,487	48,295	48,406
Add effects of share-based compensation instruments (in Shares)	0	851	0	857
Diluted weighted average shares outstanding (in Shares)	48,342	49,338	48,295	49,263

Net Income Per Share (Narrative of Antidilutive Securities Excluded from Computation of Earnings Per Share) (Details) - shares shares in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2019	Jun. 30, 2018	Jun. 30, 2019	Jun. 30, 2018
Stock Compensation Plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share amount (in shares)	3.1	0.7	3.2	0.8

Geographic and Segment Information (Segment Info) (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2019 USD ($) geographic_region	Jun. 30, 2018 USD ($)	Jun. 30, 2019 USD ($) segment geographic_region	Jun. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Segment Reporting Information [Line Items]
Reportable segments \| segment			2
Number of geographic regions in which entity operates \| geographic_region	3		3
Net sales	$ 277,169	$ 287,498	$ 527,970	$ 537,896
Total reportable segment (loss) income from continuing operations	(14,938)	36,309	(20,617)	62,481
Merger and integration expenses	4,378	4,409	7,629	7,369
Charges	1,332	476	3,865	2,357
Amortization of intangibles	9,228	9,817	18,544	18,618
Operating (loss) income from continuing operations	(29,876)	21,607	(50,655)	34,137
Interest income	224	232	473	679
Interest expense	(4,054)	(3,006)	(5,716)	(5,117)
Gain on acquisition	0	0	0	11,484
Foreign exchange and other losses	(1,851)	(70)	(1,122)	(343)
(Loss) income from continuing operations before tax	(35,557)	18,763	(57,020)	40,840
Impairment of intangible assets	50,295	0	50,295	0
Assets	2,621,659		2,621,659		$ 2,549,701
Capital expenditures	5,913	6,350	10,796	12,196
Operating Segments
Segment Reporting Information [Line Items]
Net sales	277,169	287,498	527,970	537,896
Operating Segments \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	172,244	176,456	327,735	332,628
Charges	316	398	738	1,739
Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Net sales	104,269	110,653	198,918	204,497
Charges	53	11	485	17
Other
Segment Reporting Information [Line Items]
Charges	963	67	2,642	601
Continuing Operations \| Operating Segments \| Cardiovascular
Segment Reporting Information [Line Items]
Total reportable segment (loss) income from continuing operations	10,120	16,337	11,109	26,595
Assets	1,571,953		1,571,953		1,532,825
Capital expenditures	4,835	4,594	8,386	7,725
Continuing Operations \| Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Total reportable segment (loss) income from continuing operations	619	57,211	22,250	95,945
Assets	716,531		716,531		731,840
Capital expenditures	127	500	530	847
Continuing Operations \| Other
Segment Reporting Information [Line Items]
Total reportable segment (loss) income from continuing operations	(25,677)	(37,239)	(53,976)	(60,059)
Assets	333,175		333,175		$ 285,036
Capital expenditures	951	1,256	1,880	2,699
Discontinued Operations
Segment Reporting Information [Line Items]
Capital expenditures	0	0	0	925
United States \| Operating Segments
Segment Reporting Information [Line Items]
Net sales	134,576	143,149	262,974	266,122
United States \| Operating Segments \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	54,025	53,754	105,537	98,735
United States \| Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Net sales	80,551	89,395	157,437	167,387
Europe \| Operating Segments
Segment Reporting Information [Line Items]
Net sales	58,180	60,075	115,032	119,352
Europe \| Operating Segments \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	45,184	48,132	91,377	97,118
Europe \| Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Net sales	12,996	11,943	23,655	22,234
Rest of world \| Operating Segments
Segment Reporting Information [Line Items]
Net sales	84,413	84,274	149,964	152,422
Rest of world \| Operating Segments \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	73,035	74,570	130,821	136,775
Rest of world \| Operating Segments \| Neuromodulation
Segment Reporting Information [Line Items]
Net sales	10,722	9,315	17,826	14,876
Rest of world \| Other
Segment Reporting Information [Line Items]
Net sales	656	389	1,317	771
Cardiopulmonary \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	130,579	136,639	252,149	261,769
Cardiopulmonary \| United States \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	41,403	42,139	80,526	80,584
Cardiopulmonary \| Europe \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	34,320	35,916	69,881	72,786
Cardiopulmonary \| Rest of world \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	54,856	58,584	101,742	108,399
Heart Valves \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	33,351	33,802	59,024	64,844
Heart Valves \| United States \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	4,678	6,147	9,034	12,683
Heart Valves \| Europe \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	10,672	11,863	21,185	23,979
Heart Valves \| Rest of world \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	18,001	15,792	28,805	28,182
Advanced Circulatory Support \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	8,314	6,015	16,562	6,015
Advanced Circulatory Support \| United States \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	7,944	5,468	15,977	5,468
Advanced Circulatory Support \| Europe \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	192	353	311	353
Advanced Circulatory Support \| Rest of world \| Cardiovascular
Segment Reporting Information [Line Items]
Net sales	$ 178	$ 194	$ 274	$ 194

Geographic and Segment Information (Changes in Carrying Amount of Goodwill) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2019 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning	$ 956,815
Goodwill as a result of acquisitions	1,550
Measurement period adjustments	(3,326)
Foreign currency adjustments	6,676
Goodwill, ending	961,715
Operating Segments \| Neuromodulation
Goodwill [Roll Forward]
Goodwill, beginning	398,539
Goodwill as a result of acquisitions	0
Measurement period adjustments	0
Foreign currency adjustments	675
Goodwill, ending	399,214
Operating Segments \| Cardiovascular
Goodwill [Roll Forward]
Goodwill, beginning	515,859
Goodwill as a result of acquisitions	1,550
Measurement period adjustments	(3,326)
Foreign currency adjustments	6,001
Goodwill, ending	520,084
Other
Goodwill [Roll Forward]
Goodwill, beginning	42,417
Goodwill as a result of acquisitions	0
Measurement period adjustments	0
Foreign currency adjustments	0
Goodwill, ending	$ 42,417

Geographic and Segment Information (Geographic Areas) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 185,098	$ 191,400
United States
Segment Reporting Information [Line Items]
Property, plant and equipment, net	65,079	68,862
Europe
Segment Reporting Information [Line Items]
Property, plant and equipment, net	109,807	112,376
Rest of world
Segment Reporting Information [Line Items]
Property, plant and equipment, net	$ 10,212	$ 10,162

Supplemental Financial Information (Summary of Inventory) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Balance Sheet Related Disclosures [Abstract]
Raw materials	$ 46,403	$ 40,387
Work-in-process	20,446	15,999
Finished goods	101,820	97,149
Inventory, Net	168,669	153,535
Provision for obsolescence	$ 11,000	$ 11,600

Supplemental Financial Information (Summary of Accrued Liabilities) (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Dec. 31, 2018
Balance Sheet Related Disclosures [Abstract]
Contingent consideration	$ 43,155	$ 18,530
CRM purchase price adjustment payable to MicroPort Scientific Corporation	14,891	14,891
Operating lease liabilities	10,926	0
Product remediation	10,485	13,945
Legal and administrative costs	8,777	9,189
Provisions for agents, returns and other	4,052	4,934
Restructuring related liabilities	4,261	9,393
Other amounts payable to MicroPort Scientific Corporation	2,857	9,319
Derivative contract liabilities	963	5,063
Other accrued expenses	40,361	39,021
Accrued liabilities	140,728	124,285
Contract liability	$ 5,600	$ 4,800

New Accounting Pronouncements (Details) - USD ($) $ in Thousands	Jun. 30, 2019	Jan. 01, 2019	Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease assets	$ 56,831		$ 0
Present value of lease liabilities	$ 58,303
Accounting Standards Update 2016-02
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating lease assets		$ 60,000
Present value of lease liabilities		$ 60,000