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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ICU Medical Inc | NASDAQ:ICUI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 97.92 | 96.02 | 99.00 | 0 | 01:00:00 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
33-0022692
|
(State or other jurisdiction of
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Identification No.)
|
951 Calle Amanecer, San Clemente, California
|
|
92673
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
(Do not check if a smaller reporting company)
|
|
|
Class
|
|
Outstanding at April 30, 2016
|
Common
|
|
16,080,600
|
|
Item1.
|
Financial Statements (Unaudited)
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
(1)
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
347,370
|
|
|
$
|
336,164
|
|
Investment securities
|
36,351
|
|
|
41,233
|
|
||
TOTAL CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES
|
383,721
|
|
|
377,397
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,131 at March 31, 2016 and $1,101 at December 31, 2015
|
55,674
|
|
|
57,847
|
|
||
Inventories
|
49,240
|
|
|
43,632
|
|
||
Prepaid income taxes
|
11,297
|
|
|
14,366
|
|
||
Prepaid expenses and other current assets
|
11,198
|
|
|
7,631
|
|
||
Assets held-for-sale
|
4,304
|
|
|
4,134
|
|
||
TOTAL CURRENT ASSETS
|
515,434
|
|
|
505,007
|
|
||
|
|
|
|
||||
PROPERTY AND EQUIPMENT, net
|
74,635
|
|
|
74,320
|
|
||
GOODWILL
|
6,463
|
|
|
6,463
|
|
||
INTANGIBLE ASSETS, net
|
23,476
|
|
|
23,936
|
|
||
DEFERRED INCOME TAXES
|
15,949
|
|
|
17,099
|
|
||
TOTAL ASSETS
|
$
|
635,957
|
|
|
$
|
626,825
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable
|
$
|
12,678
|
|
|
$
|
13,670
|
|
Accrued liabilities
|
21,328
|
|
|
28,948
|
|
||
TOTAL CURRENT LIABILITIES
|
34,006
|
|
|
42,618
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES
|
1,380
|
|
|
1,476
|
|
||
DEFERRED INCOME TAXES
|
3,170
|
|
|
1,372
|
|
||
INCOME TAX LIABILITY
|
1,488
|
|
|
1,488
|
|
||
COMMITMENTS AND CONTINGENCIES
|
—
|
|
|
—
|
|
||
STOCKHOLDERS’ EQUITY:
|
|
|
|
|
|
||
Convertible preferred stock, $1.00 par value Authorized—500 shares; Issued and outstanding— none
|
—
|
|
|
—
|
|
||
Common stock, $0.10 par value — Authorized, 80,000 shares; Issued, 16,175 shares at March 31, 2016 and 16,086 shares at December 31, 2015; Outstanding, 16,074 shares at March 31, 2016 and 16,086 shares at December 31, 2015
|
1,618
|
|
|
1,608
|
|
||
Additional paid-in capital
|
150,090
|
|
|
145,125
|
|
||
Treasury stock, at cost - 101 shares at March 31, 2016 and 0 shares at December 31, 2015
|
(8,933
|
)
|
|
—
|
|
||
Retained earnings
|
469,797
|
|
|
453,896
|
|
||
Accumulated other comprehensive loss
|
(16,659
|
)
|
|
(20,758
|
)
|
||
TOTAL STOCKHOLDERS' EQUITY
|
595,913
|
|
|
579,871
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
635,957
|
|
|
$
|
626,825
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
REVENUES:
|
|
|
|
|
|
||
Net sales
|
$
|
89,849
|
|
|
$
|
81,323
|
|
Other
|
6
|
|
|
161
|
|
||
TOTAL REVENUE
|
89,855
|
|
|
81,484
|
|
||
COST OF GOODS SOLD
|
40,622
|
|
|
38,970
|
|
||
GROSS PROFIT
|
49,233
|
|
|
42,514
|
|
||
OPERATING EXPENSES:
|
|
|
|
|
|
||
Selling, general and administrative
|
21,975
|
|
|
20,174
|
|
||
Research and development
|
3,313
|
|
|
4,308
|
|
||
Legal settlement
|
—
|
|
|
7,059
|
|
||
TOTAL OPERATING EXPENSES
|
25,288
|
|
|
31,541
|
|
||
INCOME FROM OPERATIONS
|
23,945
|
|
|
10,973
|
|
||
OTHER INCOME, net
|
147
|
|
|
526
|
|
||
INCOME BEFORE INCOME TAXES
|
24,092
|
|
|
11,499
|
|
||
PROVISION FOR INCOME TAXES
|
(8,191
|
)
|
|
(1,813
|
)
|
||
NET INCOME
|
$
|
15,901
|
|
|
$
|
9,686
|
|
NET INCOME PER SHARE
|
|
|
|
|
|
||
Basic
|
$
|
0.99
|
|
|
$
|
0.62
|
|
Diluted
|
$
|
0.96
|
|
|
$
|
0.60
|
|
WEIGHTED AVERAGE NUMBER OF SHARES
|
|
|
|
|
|
||
Basic
|
16,042
|
|
|
15,693
|
|
||
Diluted
|
16,556
|
|
|
16,234
|
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
NET INCOME
|
$
|
15,901
|
|
|
$
|
9,686
|
|
Other comprehensive income (loss), net of tax of $1,159 and $(2,720) for the three months ended March 31, 2016 and 2015, respectively.
|
|
|
|
|
|
||
Foreign currency translation adjustment
|
4,099
|
|
|
(10,091
|
)
|
||
TOTAL COMPREHENSIVE INCOME (LOSS)
|
$
|
20,000
|
|
|
$
|
(405
|
)
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
15,901
|
|
|
$
|
9,686
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
4,801
|
|
|
4,629
|
|
||
Provision for warranty and returns
|
39
|
|
|
31
|
|
||
Stock compensation
|
3,808
|
|
|
2,813
|
|
||
(Gain) loss on disposal of property and equipment
|
(1
|
)
|
|
2
|
|
||
Bond premium amortization
|
528
|
|
|
943
|
|
||
Cash provided by (used in) changes in operating assets and liabilities
|
|
|
|
|
|||
Accounts receivable
|
2,552
|
|
|
(4,947
|
)
|
||
Inventories
|
(4,866
|
)
|
|
(1,785
|
)
|
||
Prepaid expenses and other assets
|
(3,474
|
)
|
|
(980
|
)
|
||
Accounts payable
|
(1,383
|
)
|
|
1,951
|
|
||
Accrued liabilities
|
(8,014
|
)
|
|
3,300
|
|
||
Income taxes, including excess tax benefits and deferred income taxes
|
4,893
|
|
|
(2,392
|
)
|
||
Net cash provided by operating activities
|
14,784
|
|
|
13,251
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(3,963
|
)
|
|
(2,357
|
)
|
||
Proceeds from sale of asset
|
1
|
|
|
—
|
|
||
Intangible asset additions
|
(219
|
)
|
|
(208
|
)
|
||
Purchases of investment securities
|
(7,061
|
)
|
|
(9,205
|
)
|
||
Proceeds from sale of investment securities
|
11,802
|
|
|
31,785
|
|
||
Net cash provided by investing activities
|
560
|
|
|
20,015
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from exercise of stock options
|
5,421
|
|
|
4,777
|
|
||
Proceeds from employee stock purchase plan
|
1,197
|
|
|
1,041
|
|
||
Tax benefits from exercise of stock options and vested awards
|
2,511
|
|
|
3,059
|
|
||
Purchase of treasury stock
|
(16,897
|
)
|
|
(1,435
|
)
|
||
Net cash (used in) provided by financing activities
|
(7,768
|
)
|
|
7,442
|
|
||
Effect of exchange rate changes on cash
|
3,630
|
|
|
(7,987
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
11,206
|
|
|
32,721
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
336,164
|
|
|
275,812
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
347,370
|
|
|
$
|
308,533
|
|
|
|
|
|
||||
NON-CASH INVESTING ACTIVITIES
|
|
|
|
||||
Accrued liabilities for property and equipment
|
$
|
522
|
|
|
$
|
144
|
|
Note 1:
|
Basis of Presentation
|
Note 2:
|
Legal Settlements
|
|
Accrued Balance December 31, 2015
|
|
Payments
|
|
Currency Translation
|
|
Accrued Balance
March 31,
2016
|
||||||||
Severance pay and benefits
|
$
|
2,505
|
|
|
$
|
(393
|
)
|
|
$
|
115
|
|
|
$
|
2,227
|
|
Government incentive repayment
|
1,884
|
|
|
(620
|
)
|
|
102
|
|
|
1,366
|
|
||||
Employment agreement buyout
|
1,845
|
|
|
(96
|
)
|
|
—
|
|
|
1,749
|
|
||||
Other corporate restructuring
|
305
|
|
|
(87
|
)
|
|
—
|
|
|
218
|
|
||||
|
$
|
6,539
|
|
|
$
|
(1,196
|
)
|
|
$
|
217
|
|
|
$
|
5,560
|
|
Note 4:
|
New Accounting Pronouncements
|
Note 5:
|
Fair Value Measurement
|
|
Fair value measurements at March 31, 2016 using
|
||||||||||||||
|
Total carrying
value
|
|
Quoted prices
in active
markets for
identical
assets (level 1)
|
|
Significant
other
observable
inputs (level 2)
|
|
Significant
unobservable
inputs (level 3)
|
||||||||
Available for sale securities
|
$
|
36,351
|
|
|
$
|
7,015
|
|
|
$
|
29,336
|
|
|
$
|
—
|
|
|
$
|
36,351
|
|
|
$
|
7,015
|
|
|
$
|
29,336
|
|
|
$
|
—
|
|
|
Fair value measurements at December 31, 2015 using
|
||||||||||||||
|
Total carrying
value
|
|
Quoted prices
in active
markets for
identical
assets (level 1)
|
|
Significant
other
observable
inputs (level 2)
|
|
Significant
unobservable
inputs (level 3)
|
||||||||
Available for sale securities
|
$
|
41,233
|
|
|
$
|
8,785
|
|
|
$
|
32,448
|
|
|
$
|
—
|
|
|
$
|
41,233
|
|
|
$
|
8,785
|
|
|
$
|
32,448
|
|
|
$
|
—
|
|
|
Fair value measurements at March 31, 2016 using
|
||||||||||||||
|
Total carrying
value
|
|
Quoted prices
in active
markets for
identical
assets (level 1)
|
|
Significant
other
observable
inputs (level 2)
|
|
Significant
unobservable
inputs (level 3)
|
||||||||
Assets held for sale
|
$
|
4,304
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,304
|
|
|
$
|
4,304
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,304
|
|
|
Fair value measurements at December 31, 2015 using
|
||||||||||||||
|
Total carrying
value
|
|
Quoted prices
in active
markets for
identical
assets (level 1)
|
|
Significant
other
observable
inputs (level 2)
|
|
Significant
unobservable
inputs (level 3)
|
||||||||
Assets held for sale
|
$
|
4,134
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,134
|
|
|
$
|
4,134
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,134
|
|
|
March 31,
2016
|
|
December 31, 2015
|
||||
Federal and municipal tax-exempt debt securities
|
$
|
7,226
|
|
|
$
|
4,951
|
|
Corporate bonds
|
21,410
|
|
|
25,400
|
|
||
U.S. Treasury securities
|
6,018
|
|
|
7,537
|
|
||
Commercial paper
|
700
|
|
|
2,097
|
|
||
Certificates of deposit
|
997
|
|
|
1,248
|
|
||
Total investment securities
|
$
|
36,351
|
|
|
$
|
41,233
|
|
|
March 31,
2016
|
|
December 31, 2015
|
||||
Raw material
|
$
|
26,703
|
|
|
$
|
24,681
|
|
Work in process
|
4,800
|
|
|
4,282
|
|
||
Finished goods
|
17,737
|
|
|
14,669
|
|
||
Total inventories
|
$
|
49,240
|
|
|
$
|
43,632
|
|
Note 8:
|
Property and Equipment
|
|
March 31,
2016
|
|
December 31, 2015
|
||||
Machinery and equipment
|
$
|
97,711
|
|
|
$
|
96,909
|
|
Land, building and building improvements
|
57,632
|
|
|
56,716
|
|
||
Molds
|
37,236
|
|
|
36,436
|
|
||
Computer equipment and software
|
25,316
|
|
|
23,346
|
|
||
Furniture and fixtures
|
3,829
|
|
|
3,638
|
|
||
Construction in progress
|
6,011
|
|
|
6,003
|
|
||
Total property and equipment, cost
|
227,735
|
|
|
223,048
|
|
||
Accumulated depreciation
|
(153,100
|
)
|
|
(148,728
|
)
|
||
Property and equipment, net
|
$
|
74,635
|
|
|
$
|
74,320
|
|
Note 9:
|
Net Income Per Share
|
|
Three months ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Net income
|
$
|
15,901
|
|
|
$
|
9,686
|
|
Weighted average number of common shares outstanding (for basic calculation)
|
16,042
|
|
|
15,693
|
|
||
Dilutive securities
|
514
|
|
|
541
|
|
||
Weighted average common and common equivalent shares outstanding (for diluted calculation)
|
16,556
|
|
|
16,234
|
|
||
EPS — basic
|
$
|
0.99
|
|
|
$
|
0.62
|
|
EPS — diluted
|
$
|
0.96
|
|
|
$
|
0.60
|
|
Note 10:
|
Major Customer
|
Note 11:
|
Income Taxes
|
Note 12:
|
Treasury Stock
|
Note 13:
|
Commitments and Contingencies
|
|
Three months ended March 31,
|
|
Fiscal year ended
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||||||||||
Domestic
|
$
|
61.7
|
|
|
69
|
%
|
|
$
|
57.7
|
|
|
71
|
%
|
|
$
|
241.8
|
|
|
71
|
%
|
|
$
|
212.6
|
|
|
69
|
%
|
International
|
28.2
|
|
|
31
|
%
|
|
23.8
|
|
|
29
|
%
|
|
99.9
|
|
|
29
|
%
|
|
96.7
|
|
|
31
|
%
|
||||
Total Revenue
|
$
|
89.9
|
|
|
100
|
%
|
|
$
|
81.5
|
|
|
100
|
%
|
|
$
|
341.7
|
|
|
100
|
%
|
|
$
|
309.3
|
|
|
100
|
%
|
|
|
Three months ended March 31,
|
|
Fiscal year ended
|
||||||||
Product line
|
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||
Infusion therapy
|
|
72.0
|
%
|
|
72
|
%
|
|
72
|
%
|
|
70
|
%
|
Critical care
|
|
15.0
|
%
|
|
17
|
%
|
|
16
|
%
|
|
18
|
%
|
Oncology
|
|
13.0
|
%
|
|
11
|
%
|
|
12
|
%
|
|
12
|
%
|
|
|
100.0
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three months ended
March 31, |
|
Fiscal year ended
|
|||||
|
|
2016
|
|
2015
|
|
2015
|
|||
Total revenues
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Gross margin
|
|
55
|
%
|
|
52
|
%
|
|
53
|
%
|
Selling, general and administrative expenses
|
|
24
|
%
|
|
25
|
%
|
|
24
|
%
|
Research and development expenses
|
|
4
|
%
|
|
5
|
%
|
|
5
|
%
|
Restructuring and strategic transaction expenses
|
|
—
|
%
|
|
—
|
%
|
|
2
|
%
|
Legal settlements
|
|
—
|
%
|
|
9
|
%
|
|
1
|
%
|
Impairment of assets held for sale
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
Total operating expenses
|
|
28
|
%
|
|
39
|
%
|
|
33
|
%
|
Income from operations
|
|
27
|
%
|
|
13
|
%
|
|
20
|
%
|
Other income
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Income before income taxes
|
|
27
|
%
|
|
14
|
%
|
|
20
|
%
|
Income taxes
|
|
9
|
%
|
|
2
|
%
|
|
7
|
%
|
Net income
|
|
18
|
%
|
|
12
|
%
|
|
13
|
%
|
|
Quarter ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Direct
|
$
|
35.5
|
|
|
$
|
31.1
|
|
|
$
|
4.4
|
|
|
14.1
|
%
|
OEM
|
29.5
|
|
|
27.7
|
|
|
1.8
|
|
|
6.5
|
%
|
|||
Total Infusion Therapy Revenue
|
$
|
65.0
|
|
|
$
|
58.8
|
|
|
$
|
6.2
|
|
|
10.5
|
%
|
|
Quarter ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Direct
|
$
|
13.0
|
|
|
$
|
13.6
|
|
|
$
|
(0.6
|
)
|
|
(4.4
|
)%
|
OEM
|
—
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(100.0
|
)%
|
|||
Total Critical Care Revenue
|
$
|
13.0
|
|
|
$
|
13.7
|
|
|
$
|
(0.7
|
)
|
|
(5.1
|
)%
|
|
Quarter ended March 31,
|
|
|
|
|
|||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|||||||
Direct
|
$
|
8.4
|
|
|
$
|
6.0
|
|
|
$
|
2.4
|
|
|
40.0
|
%
|
OEM
|
3.3
|
|
|
2.7
|
|
|
0.6
|
|
|
22.2
|
%
|
|||
Total Oncology Revenue
|
$
|
11.7
|
|
|
$
|
8.7
|
|
|
$
|
3.0
|
|
|
34.5
|
%
|
|
Three Months Ended March 31,
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||
Investing Cash Flows:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
$
|
(3,963
|
)
|
|
$
|
(2,357
|
)
|
|
$
|
(1,606
|
)
|
(1)
|
Proceeds from sale of assets
|
1
|
|
|
—
|
|
|
1
|
|
|
|||
Intangible asset additions
|
(219
|
)
|
|
(208
|
)
|
|
(11
|
)
|
|
|||
Purchases of investment securities
|
(7,061
|
)
|
|
(9,205
|
)
|
|
2,144
|
|
|
|||
Proceeds from sale of investment securities
|
11,802
|
|
|
31,785
|
|
|
(19,983
|
)
|
(2)
|
|||
Net cash provided by investing activities
|
$
|
560
|
|
|
$
|
20,015
|
|
|
$
|
(19,455
|
)
|
|
|
Three Months Ended March 31,
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||
Financing Cash Flows:
|
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
$
|
5,421
|
|
|
$
|
4,777
|
|
|
$
|
644
|
|
(1)
|
Proceeds from employee stock purchase plan
|
1,197
|
|
|
1,041
|
|
|
156
|
|
|
|||
Tax benefits from exercise of stock options and vested awards
|
2,511
|
|
|
3,059
|
|
|
(548
|
)
|
(2)
|
|||
Purchase of treasury stock
|
(16,897
|
)
|
|
(1,435
|
)
|
|
(15,462
|
)
|
(3)
|
|||
Net cash (used in) provided by financing activities
|
$
|
(7,768
|
)
|
|
$
|
7,442
|
|
|
$
|
(15,210
|
)
|
|
Contractual Obligations
|
|
2016
|
||
Purchase obligations
|
|
$
|
5,699
|
|
|
|
$
|
5,699
|
|
•
|
future growth; future operating results and various elements of operating results, including future expenditures and effects with respect to sales and marketing and product development and acquisition efforts; future sales and unit volumes of products; expected increases and decreases in sales; deferred revenue; accruals for restructuring charges, future license, royalty and revenue share income; production costs; gross margins; litigation expense; future SG&A and R&D expenses; manufacturing expenses; future costs of expanding our business; income; losses; cash flow; amortization; source of funds for capital purchases and operations; future tax rates; alternative sources of capital or financing; changes in working capital items such as receivables and inventory; selling prices; and income taxes;
|
•
|
factors affecting operating results, such as shipments to specific customers; reduced dependence on current proprietary products; loss of a strategic relationship; change in demand; domestic and international sales; expansion in international markets, selling prices; future increases or decreases in sales of certain products and in certain markets and distribution channels; maintaining strategic relationships and securing long-term and multi-product contracts with large healthcare providers and major buying organizations; increases in systems capabilities; introduction, development and sales of new products; including SwabCap and integration of EXC Holding Corp.; benefits of our products over competing systems; qualification of our new products for the expedited Section 510(k) clearance procedure; possibility of lengthier clearance process for new products; planned increases in marketing; warranty claims; rebates; product returns; bad debt expense; amortization expense; inventory requirements; lives of property and equipment; manufacturing efficiencies and cost savings; unit manufacturing costs; establishment or expansion of production facilities inside or outside of the U. S.; planned new orders for machinery and equipment; adequacy of production capacity; results of R&D; our plans to repurchase shares of our common stock; asset impairment losses; relocation of manufacturing facilities and personnel; effect of expansion of manufacturing facilities on production efficiencies and resolution of production inefficiencies; the effect of costs to customers and delivery times; business seasonality and fluctuations in quarterly results; customer ordering patterns and the effects of new accounting pronouncements; and
|
•
|
new or extended contracts with manufacturers and buying organizations; dependence on a small number of customers; loss of larger distributors and the ability to locate other distributors; the impact of the Pfizer acquisition of Hospira; future sales to and revenues from Pfizer and the importance of Pfizer to our growth; effect of the current relationship with Pfizer and the settlement with Hospira, including its effect on future revenues and our positioning with respect to new product introductions and market share; growth of our products in future years; design features of Clave products; the outcome of our strategic initiatives; regulatory approvals and compliance; outcome and impact of litigation; patent protection and intellectual property landscape; patent infringement claims and the impact of newly issued patents on other medical devices; competitive and market factors, including continuing development of competing products by other manufacturers; improved production processes and higher volume production; innovation requirements; consolidation of the healthcare provider market and downward pressure on selling prices; distribution or financial capabilities of competitors; healthcare reform legislation; use of treasury stock; working capital requirements; liquidity and realizable value of our investment securities; future investment alternatives; foreign currency denominated financial instruments; foreign exchange risk; commodity price risk; our expectations regarding liquidity and capital resources over the next twelve months; plans to convert existing space; capital expenditures; our planned reinvestment of cash and cash equivalents held by our foreign subsidiaries; acquisitions of other businesses or product lines, indemnification liabilities and contractual liabilities.
|
•
|
general economic and business conditions, both in the U.S. and internationally;
|
•
|
unexpected changes in our arrangements with Pfizer or our other large customers;
|
•
|
changes by our major customers and independent distributors in their strategies that might affect their efforts to market our products;
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 4.
|
Controls and Procedures
|
Item 1.
|
Legal Proceedings
|
Item 1A.
|
Risk Factors
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
(1)
|
|
Shares
purchased
(2)
|
|
Average
price paid
per share
(3)
|
|
Shares
purchased as
part of a
publicly
announced
program
|
|
Approximate
dollar value that
may yet be
purchased under
the program
|
||||||
01/01/2016 — 01/31/2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
22,522,000
|
|
02/01/2016 — 02/29/2016
|
|
189,542
|
|
|
$
|
87.78
|
|
|
172,014
|
|
|
$
|
7,428,000
|
|
03/01/2016 — 03/31/2016
|
|
2,871
|
|
|
$
|
90.00
|
|
|
2,871
|
|
|
$
|
7,169,000
|
|
First quarter of 2016 total
|
|
192,413
|
|
|
$
|
87.82
|
|
|
174,885
|
|
|
$
|
7,169,000
|
|
(1)
|
Information is based on settlement dates of purchase transactions.
|
(2)
|
Consists of 174,885 shares of our common stock purchased in the open market pursuant to our stock purchase plan. The balance of 17,528 shares of our common stock were surrendered to us in February 2016 by employees to satisfy minimum statutory income tax withholding obligations in connection with the vesting of their restricted stock units.
|
(3)
|
The average price paid for shares purchased under the stock purchase plan excludes commissions paid.
|
|
|
|
Exhibit 31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Exhibit 31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Exhibit 32.1
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document
|
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
(Registrant)
|
|
|
|
|
|
/s/ Scott E. Lamb
|
Date:
|
May 10, 2016
|
Scott E. Lamb
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Exhibit 31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Exhibit 31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Exhibit 32.1
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
Exhibit 101.INS
|
|
XBRL Instance Document
|
|
|
|
Exhibit 101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
Exhibit 101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
Exhibit 101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
Exhibit 101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
Exhibit 101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
1 Year ICU Medical Chart |
1 Month ICU Medical Chart |
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