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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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.95 | 0.96% | 99.99 | 96.71 | 110.00 | 101.71 | 98.675 | 100.97 | 165,174 | 22:30:00 |
|
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
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(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 July 31, 2016
|
Common
|
|
16,132,041
|
|
Item1.
|
Financial Statements (Unaudited)
|
|
June 30,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
(1)
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
372,895
|
|
|
$
|
336,164
|
|
Investment securities
|
27,720
|
|
|
41,233
|
|
||
TOTAL CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES
|
400,615
|
|
|
377,397
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,114 at June 30, 2016 and $1,101 at December 31, 2015
|
60,487
|
|
|
57,847
|
|
||
Inventories
|
49,919
|
|
|
43,632
|
|
||
Prepaid income taxes
|
12,072
|
|
|
14,366
|
|
||
Prepaid expenses and other current assets
|
8,092
|
|
|
7,631
|
|
||
Assets held-for-sale
|
4,209
|
|
|
4,134
|
|
||
TOTAL CURRENT ASSETS
|
535,394
|
|
|
505,007
|
|
||
|
|
|
|
||||
PROPERTY AND EQUIPMENT, net
|
79,704
|
|
|
74,320
|
|
||
GOODWILL
|
6,245
|
|
|
6,463
|
|
||
INTANGIBLE ASSETS, net
|
23,183
|
|
|
23,936
|
|
||
DEFERRED INCOME TAXES
|
18,853
|
|
|
17,099
|
|
||
TOTAL ASSETS
|
$
|
663,379
|
|
|
$
|
626,825
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable
|
$
|
18,853
|
|
|
$
|
13,670
|
|
Accrued liabilities
|
21,759
|
|
|
28,948
|
|
||
TOTAL CURRENT LIABILITIES
|
40,612
|
|
|
42,618
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES
|
1,288
|
|
|
1,476
|
|
||
DEFERRED INCOME TAXES
|
3,764
|
|
|
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 June 30, 2016 and 16,086 shares at December 31, 2015; Outstanding, 16,125 shares at June 30, 2016 and 16,086 shares at December 31, 2015
|
1,618
|
|
|
1,608
|
|
||
Additional paid-in capital
|
149,344
|
|
|
145,125
|
|
||
Treasury stock, at cost - 50 shares at June 30, 2016 and 0 shares at December 31, 2015
|
(4,471
|
)
|
|
—
|
|
||
Retained earnings
|
488,662
|
|
|
453,896
|
|
||
Accumulated other comprehensive loss
|
(18,926
|
)
|
|
(20,758
|
)
|
||
TOTAL STOCKHOLDERS' EQUITY
|
616,227
|
|
|
579,871
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
663,379
|
|
|
$
|
626,825
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
96,712
|
|
|
$
|
83,662
|
|
|
$
|
186,561
|
|
|
$
|
164,985
|
|
Other
|
9
|
|
|
119
|
|
|
15
|
|
|
280
|
|
||||
TOTAL REVENUE
|
96,721
|
|
|
83,781
|
|
|
186,576
|
|
|
165,265
|
|
||||
COST OF GOODS SOLD
|
46,589
|
|
|
40,020
|
|
|
87,211
|
|
|
78,990
|
|
||||
GROSS PROFIT
|
50,132
|
|
|
43,761
|
|
|
99,365
|
|
|
86,275
|
|
||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
22,491
|
|
|
20,318
|
|
|
44,466
|
|
|
40,492
|
|
||||
Research and development
|
3,338
|
|
|
3,122
|
|
|
6,651
|
|
|
7,430
|
|
||||
Restructuring and strategic transaction
|
1,533
|
|
|
—
|
|
|
1,533
|
|
|
—
|
|
||||
Legal settlement
|
—
|
|
|
—
|
|
|
—
|
|
|
7,059
|
|
||||
TOTAL OPERATING EXPENSES
|
27,362
|
|
|
23,440
|
|
|
52,650
|
|
|
54,981
|
|
||||
INCOME FROM OPERATIONS
|
22,770
|
|
|
20,321
|
|
|
46,715
|
|
|
31,294
|
|
||||
BARGAIN PURCHASE GAIN
|
1,110
|
|
|
—
|
|
|
1,110
|
|
|
—
|
|
||||
OTHER INCOME, net
|
77
|
|
|
240
|
|
|
224
|
|
|
766
|
|
||||
INCOME BEFORE INCOME TAXES
|
23,957
|
|
|
20,561
|
|
|
48,049
|
|
|
32,060
|
|
||||
PROVISION FOR INCOME TAXES
|
(7,351
|
)
|
|
(6,991
|
)
|
|
(13,283
|
)
|
|
(8,804
|
)
|
||||
NET INCOME
|
$
|
16,606
|
|
|
$
|
13,570
|
|
|
$
|
34,766
|
|
|
$
|
23,256
|
|
NET INCOME PER SHARE
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.03
|
|
|
$
|
0.86
|
|
|
$
|
2.16
|
|
|
$
|
1.48
|
|
Diluted
|
$
|
0.98
|
|
|
$
|
0.83
|
|
|
$
|
2.05
|
|
|
$
|
1.43
|
|
WEIGHTED AVERAGE NUMBER OF SHARES
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
16,091
|
|
|
15,781
|
|
|
16,070
|
|
|
15,738
|
|
||||
Diluted
|
17,000
|
|
|
16,352
|
|
|
16,964
|
|
|
16,302
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
NET INCOME
|
$
|
16,606
|
|
|
$
|
13,570
|
|
|
$
|
34,766
|
|
|
$
|
23,256
|
|
Other comprehensive (loss) income, net of tax of $(746) and $508 for the three months ended June 30, 2016 and 2015, respectively and $413 and $(2,212) for the six months ended June 30, 2016 and 2015, respectively.
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
(2,267
|
)
|
|
1,868
|
|
|
1,832
|
|
|
(8,223
|
)
|
||||
TOTAL COMPREHENSIVE INCOME
|
$
|
14,339
|
|
|
$
|
15,438
|
|
|
$
|
36,598
|
|
|
$
|
15,033
|
|
|
Six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
34,766
|
|
|
$
|
23,256
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
9,648
|
|
|
9,026
|
|
||
Provision for doubtful accounts
|
—
|
|
|
53
|
|
||
Provision for warranty and returns
|
(125
|
)
|
|
38
|
|
||
Stock compensation
|
7,674
|
|
|
5,947
|
|
||
Loss (gain) on disposal of property and equipment
|
31
|
|
|
(33
|
)
|
||
Bond premium amortization
|
121
|
|
|
1,223
|
|
||
Bargain purchase gain
|
(1,110
|
)
|
|
—
|
|
||
Cash provided by (used in) changes in operating assets and liabilities
|
|
|
|
|
|||
Accounts receivable
|
(2,527
|
)
|
|
(5,529
|
)
|
||
Inventories
|
(5,479
|
)
|
|
(2,267
|
)
|
||
Prepaid expenses and other assets
|
(3,784
|
)
|
|
(1,375
|
)
|
||
Accounts payable
|
3,752
|
|
|
1,894
|
|
||
Accrued liabilities
|
(5,985
|
)
|
|
(1,027
|
)
|
||
Income taxes, including excess tax benefits and deferred income taxes
|
4,793
|
|
|
(2,031
|
)
|
||
Net cash provided by operating activities
|
41,775
|
|
|
29,175
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(9,112
|
)
|
|
(5,005
|
)
|
||
Proceeds from sale of asset
|
1
|
|
|
34
|
|
||
Business acquisitions, net of cash acquired
|
(2,606
|
)
|
|
—
|
|
||
Intangible asset additions
|
(513
|
)
|
|
(440
|
)
|
||
Purchases of investment securities
|
(18,106
|
)
|
|
(17,092
|
)
|
||
Proceeds from sale of investment securities
|
31,765
|
|
|
49,555
|
|
||
Net cash provided by investing activities
|
1,429
|
|
|
27,052
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from exercise of stock options
|
7,796
|
|
|
5,797
|
|
||
Proceeds from employee stock purchase plan
|
1,197
|
|
|
1,041
|
|
||
Purchase of treasury stock
|
(16,911
|
)
|
|
(1,435
|
)
|
||
Net cash (used in) provided by financing activities
|
(7,918
|
)
|
|
5,403
|
|
||
Effect of exchange rate changes on cash
|
1,445
|
|
|
(6,350
|
)
|
||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
36,731
|
|
|
55,280
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
336,164
|
|
|
275,812
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
372,895
|
|
|
$
|
331,092
|
|
|
|
|
|
||||
NON-CASH INVESTING ACTIVITIES
|
|
|
|
||||
Accounts payable for property and equipment
|
$
|
1,574
|
|
|
$
|
232
|
|
Note 1:
|
Basis of Presentation
|
|
Accrued Balance December 31, 2015
|
|
Charges
Incurred
|
|
Payments
|
|
Currency
Translation
|
|
Other Adjustments
|
|
Accrued Balance
June 30,
2016
|
||||||||||||
Severance pay and benefits
|
$
|
2,505
|
|
|
$
|
25
|
|
|
$
|
(1,421
|
)
|
|
$
|
69
|
|
|
$
|
172
|
|
|
$
|
1,350
|
|
Government incentive repayment
|
1,884
|
|
|
—
|
|
|
(1,769
|
)
|
|
57
|
|
|
(172
|
)
|
|
—
|
|
||||||
Employment agreement buyout
|
1,845
|
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|
—
|
|
|
1,657
|
|
||||||
Other corporate restructuring
|
305
|
|
|
168
|
|
|
(251
|
)
|
|
—
|
|
|
—
|
|
|
222
|
|
||||||
|
$
|
6,539
|
|
|
$
|
193
|
|
|
$
|
(3,629
|
)
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
3,229
|
|
|
Fair value measurements at June 30, 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
|
$
|
27,720
|
|
|
$
|
3,504
|
|
|
$
|
24,216
|
|
|
$
|
—
|
|
|
$
|
27,720
|
|
|
$
|
3,504
|
|
|
$
|
24,216
|
|
|
$
|
—
|
|
|
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 June 30, 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
|
$
|
4,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,209
|
|
|
$
|
4,209
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,209
|
|
|
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
|
|
|
June 30,
2016
|
|
December 31, 2015
|
||||
Federal and municipal tax-exempt debt securities
|
$
|
8,143
|
|
|
$
|
4,951
|
|
Corporate bonds
|
15,374
|
|
|
25,400
|
|
||
U.S. Treasury securities
|
3,004
|
|
|
7,537
|
|
||
Commercial paper
|
699
|
|
|
2,097
|
|
||
Certificates of deposit
|
500
|
|
|
1,248
|
|
||
Total investment securities
|
$
|
27,720
|
|
|
$
|
41,233
|
|
|
June 30,
2016
|
|
December 31, 2015
|
||||
Raw material
|
$
|
27,265
|
|
|
$
|
24,681
|
|
Work in process
|
4,258
|
|
|
4,282
|
|
||
Finished goods
|
18,396
|
|
|
14,669
|
|
||
Total inventories
|
$
|
49,919
|
|
|
$
|
43,632
|
|
|
June 30,
2016
|
|
December 31, 2015
|
||||
Machinery and equipment
|
$
|
99,259
|
|
|
$
|
96,909
|
|
Land, building and building improvements
|
60,107
|
|
|
56,716
|
|
||
Molds
|
37,452
|
|
|
36,436
|
|
||
Computer equipment and software
|
25,559
|
|
|
23,346
|
|
||
Furniture and fixtures
|
3,919
|
|
|
3,638
|
|
||
Construction in progress
|
10,918
|
|
|
6,003
|
|
||
Total property and equipment, cost
|
237,214
|
|
|
223,048
|
|
||
Accumulated depreciation
|
(157,510
|
)
|
|
(148,728
|
)
|
||
Property and equipment, net
|
$
|
79,704
|
|
|
$
|
74,320
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
16,606
|
|
|
$
|
13,570
|
|
|
$
|
34,766
|
|
|
$
|
23,256
|
|
Weighted average number of common shares outstanding (for basic calculation)
|
16,091
|
|
|
15,781
|
|
|
16,070
|
|
|
15,738
|
|
||||
Dilutive securities
(1)
|
909
|
|
|
571
|
|
|
894
|
|
|
564
|
|
||||
Weighted average common and common equivalent shares outstanding (for diluted calculation)
|
17,000
|
|
|
16,352
|
|
|
16,964
|
|
|
16,302
|
|
||||
EPS — basic
|
$
|
1.03
|
|
|
$
|
0.86
|
|
|
$
|
2.16
|
|
|
$
|
1.48
|
|
EPS — diluted
|
$
|
0.98
|
|
|
$
|
0.83
|
|
|
$
|
2.05
|
|
|
$
|
1.43
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
Fiscal year ended
|
||||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||||||||||||||||
Domestic
|
$
|
69.6
|
|
|
72
|
%
|
|
$
|
57.6
|
|
|
69
|
%
|
|
$
|
131.3
|
|
|
70
|
%
|
|
$
|
115.3
|
|
|
70
|
%
|
|
$
|
241.8
|
|
|
71
|
%
|
|
$
|
212.6
|
|
|
69
|
%
|
International
|
27.1
|
|
|
28
|
%
|
|
26.2
|
|
|
31
|
%
|
|
55.3
|
|
|
30
|
%
|
|
50.0
|
|
|
30
|
%
|
|
99.9
|
|
|
29
|
%
|
|
96.7
|
|
|
31
|
%
|
||||||
Total Revenue
|
$
|
96.7
|
|
|
100
|
%
|
|
$
|
83.8
|
|
|
100
|
%
|
|
$
|
186.6
|
|
|
100
|
%
|
|
$
|
165.3
|
|
|
100
|
%
|
|
$
|
341.7
|
|
|
100
|
%
|
|
$
|
309.3
|
|
|
100
|
%
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
Fiscal year ended
|
||||||||||||
Product line
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||
Infusion therapy
|
|
73
|
%
|
|
69
|
%
|
|
73
|
%
|
|
71
|
%
|
|
72
|
%
|
|
70
|
%
|
Critical care
|
|
14
|
%
|
|
18
|
%
|
|
14
|
%
|
|
17
|
%
|
|
16
|
%
|
|
18
|
%
|
Oncology
|
|
13
|
%
|
|
13
|
%
|
|
13
|
%
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three months ended
June 30, |
|
Six Months Ended
June 30, |
|
Fiscal year ended
|
|||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
|||||
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Gross margin
|
|
52
|
%
|
|
52
|
%
|
|
53
|
%
|
|
52
|
%
|
|
53
|
%
|
Selling, general and administrative expenses
|
|
23
|
%
|
|
24
|
%
|
|
24
|
%
|
|
25
|
%
|
|
24
|
%
|
Research and development expenses
|
|
3
|
%
|
|
4
|
%
|
|
3
|
%
|
|
4
|
%
|
|
5
|
%
|
Restructuring and strategic transaction
|
|
2
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
2
|
%
|
Legal settlements
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4
|
%
|
|
1
|
%
|
Impairment of assets held for sale
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
Total operating expenses
|
|
28
|
%
|
|
28
|
%
|
|
28
|
%
|
|
33
|
%
|
|
33
|
%
|
Income from operations
|
|
24
|
%
|
|
24
|
%
|
|
25
|
%
|
|
19
|
%
|
|
20
|
%
|
Bargain purchase gain
|
|
1
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Other income, net
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Income before income taxes
|
|
25
|
%
|
|
24
|
%
|
|
26
|
%
|
|
19
|
%
|
|
20
|
%
|
Income taxes
|
|
8
|
%
|
|
8
|
%
|
|
7
|
%
|
|
5
|
%
|
|
7
|
%
|
Net income
|
|
17
|
%
|
|
16
|
%
|
|
19
|
%
|
|
14
|
%
|
|
13
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
Direct
|
$
|
38.5
|
|
|
$
|
31.5
|
|
|
$
|
7.0
|
|
|
22.2
|
%
|
|
$
|
74.1
|
|
|
$
|
62.6
|
|
|
$
|
11.5
|
|
|
18.4
|
%
|
OEM
|
32.1
|
|
|
26.7
|
|
|
5.4
|
|
|
20.2
|
%
|
|
61.5
|
|
|
54.3
|
|
|
7.2
|
|
|
13.3
|
%
|
||||||
Total Infusion Therapy Revenue
|
$
|
70.6
|
|
|
$
|
58.2
|
|
|
$
|
12.4
|
|
|
21.3
|
%
|
|
$
|
135.6
|
|
|
$
|
116.9
|
|
|
$
|
18.7
|
|
|
16.0
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
Direct
|
$
|
13.2
|
|
|
$
|
14.9
|
|
|
$
|
(1.7
|
)
|
|
(11.4
|
)%
|
|
$
|
26.2
|
|
|
$
|
28.5
|
|
|
$
|
(2.3
|
)
|
|
(8.1
|
)%
|
OEM
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
0.2
|
|
|
(0.2
|
)
|
|
(100.0
|
)%
|
||||||
Total Critical Care Revenue
|
$
|
13.2
|
|
|
$
|
15.1
|
|
|
$
|
(1.9
|
)
|
|
(12.6
|
)%
|
|
$
|
26.2
|
|
|
$
|
28.7
|
|
|
$
|
(2.5
|
)
|
|
(8.7
|
)%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
Direct
|
$
|
8.9
|
|
|
$
|
6.0
|
|
|
$
|
2.9
|
|
|
48.3
|
%
|
|
$
|
17.3
|
|
|
$
|
12.0
|
|
|
$
|
5.3
|
|
|
44.2
|
%
|
OEM
|
3.8
|
|
|
4.2
|
|
|
(0.4
|
)
|
|
(9.5
|
)%
|
|
7.0
|
|
|
6.9
|
|
|
0.1
|
|
|
1.4
|
%
|
||||||
Total Oncology Revenue
|
$
|
12.7
|
|
|
$
|
10.2
|
|
|
$
|
2.5
|
|
|
24.5
|
%
|
|
$
|
24.3
|
|
|
$
|
18.9
|
|
|
$
|
5.4
|
|
|
28.6
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
SG&A
|
$
|
22.5
|
|
|
$
|
20.3
|
|
|
$
|
2.2
|
|
|
10.8
|
%
|
|
$
|
44.5
|
|
|
$
|
40.5
|
|
|
$
|
4.0
|
|
|
9.9
|
%
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
R&D
|
$
|
3.3
|
|
|
$
|
3.1
|
|
|
$
|
0.2
|
|
|
6.5
|
%
|
|
$
|
6.7
|
|
|
$
|
7.4
|
|
|
$
|
(0.7
|
)
|
|
(9.5
|
)%
|
|
Six Months Ended June 30,
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||
Investing Cash Flows:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
$
|
(9,112
|
)
|
|
$
|
(5,005
|
)
|
|
$
|
(4,107
|
)
|
(1)
|
Proceeds from sale of assets
|
1
|
|
|
34
|
|
|
(33
|
)
|
|
|||
Business acquisitions, net of cash acquired
|
(2,606
|
)
|
|
—
|
|
|
(2,606
|
)
|
(2)
|
|||
Intangible asset additions
|
(513
|
)
|
|
(440
|
)
|
|
(73
|
)
|
|
|||
Purchases of investment securities
|
(18,106
|
)
|
|
(17,092
|
)
|
|
(1,014
|
)
|
|
|||
Proceeds from sale of investment securities
|
31,765
|
|
|
49,555
|
|
|
(17,790
|
)
|
(3)
|
|||
Net cash provided by investing activities
|
$
|
1,429
|
|
|
$
|
27,052
|
|
|
$
|
(25,623
|
)
|
|
(2)
|
Our business acquisitions will vary from period to period based upon our current growth strategy and our ability to execute on desirable target companies. During the second quarter of 2016 we acquired Tangent for $2.6 million in cash.
|
|
Six Months Ended June 30,
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||
Financing Cash Flows:
|
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
$
|
7,796
|
|
|
$
|
5,797
|
|
|
$
|
1,999
|
|
(1)
|
Proceeds from employee stock purchase plan
|
1,197
|
|
|
1,041
|
|
|
156
|
|
|
|||
Purchase of treasury stock
|
(16,911
|
)
|
|
(1,435
|
)
|
|
(15,476
|
)
|
(2)
|
|||
Net cash (used in) provided by financing activities
|
$
|
(7,918
|
)
|
|
$
|
5,403
|
|
|
$
|
(13,321
|
)
|
|
Contractual Obligations
|
|
2016
|
||
Purchase obligations
|
|
$
|
5,104
|
|
|
|
$
|
5,104
|
|
•
|
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, acquisition and integration of businesses and product lines, including SwabCap (EXC) and Tangent; 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 and plans to sell our Slovakia manufacturing facility; effect of expansion of manufacturing facilities on production efficiencies and resolution of production inefficiencies; the effect of costs to customers and delivery times; business
|
•
|
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 revenue 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 revenue 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
|
|
Shares
purchased
(1)
|
|
Average
price paid
per share
|
|
Shares
purchased as
part of a
publicly
announced
program
|
|
Approximate
dollar value that
may yet be
purchased under
the program
|
||||||
04/01/2016 — 04/30/2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
05/01/2016 — 05/31/2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
06/01/2016 — 06/30/2016
|
|
133
|
|
|
$
|
106.94
|
|
|
—
|
|
|
$
|
7,169,000
|
|
Second quarter of 2016 total
|
|
133
|
|
|
$
|
106.94
|
|
|
—
|
|
|
$
|
7,169,000
|
|
(1)
|
Represents shares of our common stock that were surrendered to us in June 2016 by employees to satisfy minimum statutory income tax withholding obligations in connection with the vesting of their restricted stock units.
|
|
|
|
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:
|
August 9, 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
|
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