We could not find any results for:
Make sure your spelling is correct or try broadening your search.
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 | |
---|---|---|---|---|---|---|---|---|---|---|
0.31 | 0.33% | 94.84 | 94.45 | 95.35 | 96.59 | 94.19 | 94.19 | 81,315 | 00:18:02 |
|
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 October 31, 2016
|
Common
|
|
16,330,311
|
|
ICU MEDICAL, INC. AND SUBSIDIARIES
Form 10-Q
September 30, 2016
Table of Contents
|
|||
PART I.
|
Financial Information
|
|
Page Number
|
|
|
|
|
Item 1.
|
Financial Statements (Unaudited)
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets, at September 30, 2016 and December 31, 2015
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2016 and 2015
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2016 and 2015
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015
|
|
|
|
|
|
|
|
|
||
|
|
|
|
Item 2.
|
|
||
|
|
|
|
Item 3.
|
|
||
|
|
|
|
Item 4.
|
|
||
|
|
|
|
PART II.
|
|
|
|
Item 1.
|
|
||
|
|
|
|
Item1A.
|
|
||
|
|
|
|
Item 2.
|
|
||
|
|
|
|
Item 6.
|
|
||
|
|
|
|
|
|
Item1.
|
Financial Statements (Unaudited)
|
|
September 30,
2016 |
|
December 31,
2015 |
||||
|
(Unaudited)
|
|
(1)
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
322,963
|
|
|
$
|
336,164
|
|
Short-term investment securities
|
49,475
|
|
|
41,233
|
|
||
TOTAL CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES
|
372,438
|
|
|
377,397
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,121 at September 30, 2016 and $1,101 at December 31, 2015
|
53,638
|
|
|
57,847
|
|
||
Inventories
|
50,953
|
|
|
43,632
|
|
||
Prepaid income taxes
|
15,202
|
|
|
14,366
|
|
||
Prepaid expenses and other current assets
|
6,569
|
|
|
7,631
|
|
||
Assets held-for-sale
|
4,249
|
|
|
4,134
|
|
||
TOTAL CURRENT ASSETS
|
503,049
|
|
|
505,007
|
|
||
|
|
|
|
||||
PROPERTY AND EQUIPMENT, net
|
80,588
|
|
|
74,320
|
|
||
LONG-TERM INVESTMENT SECURITIES
|
57,162
|
|
|
—
|
|
||
GOODWILL
|
5,577
|
|
|
6,463
|
|
||
INTANGIBLE ASSETS, net
|
22,832
|
|
|
23,936
|
|
||
DEFERRED INCOME TAXES
|
19,491
|
|
|
17,099
|
|
||
TOTAL ASSETS
|
$
|
688,699
|
|
|
$
|
626,825
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable
|
$
|
12,555
|
|
|
$
|
13,670
|
|
Accrued liabilities
|
19,961
|
|
|
28,948
|
|
||
TOTAL CURRENT LIABILITIES
|
32,516
|
|
|
42,618
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES
|
1,197
|
|
|
1,476
|
|
||
DEFERRED INCOME TAXES
|
5,022
|
|
|
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 and Outstanding, 16,307 shares at September 30, 2016 and 16,086 shares at December 31, 2015
|
1,631
|
|
|
1,608
|
|
||
Additional paid-in capital
|
157,603
|
|
|
145,125
|
|
||
Retained earnings
|
507,468
|
|
|
453,896
|
|
||
Accumulated other comprehensive loss
|
(18,226
|
)
|
|
(20,758
|
)
|
||
TOTAL STOCKHOLDERS' EQUITY
|
648,476
|
|
|
579,871
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
688,699
|
|
|
$
|
626,825
|
|
|
Three months ended September 30,
|
|
Nine months ended
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
REVENUE:
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
$
|
97,098
|
|
|
$
|
85,891
|
|
|
$
|
283,659
|
|
|
$
|
250,876
|
|
Other
|
10
|
|
|
125
|
|
|
25
|
|
|
405
|
|
||||
TOTAL REVENUE
|
97,108
|
|
|
86,016
|
|
|
283,684
|
|
|
251,281
|
|
||||
COST OF GOODS SOLD
|
45,835
|
|
|
39,751
|
|
|
133,046
|
|
|
118,741
|
|
||||
GROSS PROFIT
|
51,273
|
|
|
46,265
|
|
|
150,638
|
|
|
132,540
|
|
||||
OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
22,362
|
|
|
20,206
|
|
|
66,828
|
|
|
60,698
|
|
||||
Research and development
|
3,650
|
|
|
4,227
|
|
|
10,301
|
|
|
11,657
|
|
||||
Restructuring and strategic transaction
|
2,806
|
|
|
3,411
|
|
|
4,339
|
|
|
3,411
|
|
||||
Gain on sale of building
|
—
|
|
|
(1,086
|
)
|
|
—
|
|
|
(1,086
|
)
|
||||
Legal settlement
|
—
|
|
|
(5,261
|
)
|
|
—
|
|
|
1,798
|
|
||||
TOTAL OPERATING EXPENSES
|
28,818
|
|
|
21,497
|
|
|
81,468
|
|
|
76,478
|
|
||||
INCOME FROM OPERATIONS
|
22,455
|
|
|
24,768
|
|
|
69,170
|
|
|
56,062
|
|
||||
BARGAIN PURCHASE GAIN
|
346
|
|
|
—
|
|
|
1,456
|
|
|
—
|
|
||||
OTHER INCOME, net
|
225
|
|
|
230
|
|
|
449
|
|
|
996
|
|
||||
INCOME BEFORE INCOME TAXES
|
23,026
|
|
|
24,998
|
|
|
71,075
|
|
|
57,058
|
|
||||
PROVISION FOR INCOME TAXES
|
(4,220
|
)
|
|
(8,732
|
)
|
|
(17,503
|
)
|
|
(17,536
|
)
|
||||
NET INCOME
|
$
|
18,806
|
|
|
$
|
16,266
|
|
|
$
|
53,572
|
|
|
$
|
39,522
|
|
NET INCOME PER SHARE
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
$
|
1.16
|
|
|
$
|
1.02
|
|
|
$
|
3.32
|
|
|
$
|
2.50
|
|
Diluted
|
$
|
1.09
|
|
|
$
|
0.98
|
|
|
$
|
3.13
|
|
|
$
|
2.41
|
|
WEIGHTED AVERAGE NUMBER OF SHARES
|
|
|
|
|
|
|
|
|
|
||||||
Basic
|
16,200
|
|
|
15,894
|
|
|
16,113
|
|
|
15,790
|
|
||||
Diluted
|
17,286
|
|
|
16,575
|
|
|
17,100
|
|
|
16,409
|
|
|
Three months ended September 30,
|
|
Nine months ended
September 30,
|
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
NET INCOME
|
$
|
18,806
|
|
|
$
|
16,266
|
|
|
$
|
53,572
|
|
|
$
|
39,522
|
|
Other comprehensive income (loss), net of tax of $(19) and $345 for the three months ended September 30, 2016 and 2015, respectively and $394 and $(1,867) for the nine months ended September 30, 2016 and 2015, respectively.
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
700
|
|
|
504
|
|
|
2,532
|
|
|
(7,719
|
)
|
||||
TOTAL COMPREHENSIVE INCOME
|
$
|
19,506
|
|
|
$
|
16,770
|
|
|
$
|
56,104
|
|
|
$
|
31,803
|
|
|
Nine months ended
September 30, |
||||||
|
2016
|
|
2015
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
53,572
|
|
|
$
|
39,522
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
14,351
|
|
|
13,266
|
|
||
Provision for doubtful accounts
|
—
|
|
|
53
|
|
||
Provision for warranty and returns
|
(22
|
)
|
|
38
|
|
||
Stock compensation
|
11,464
|
|
|
9,305
|
|
||
Loss (gain) on disposal of property and equipment
|
40
|
|
|
(1,102
|
)
|
||
Bond premium amortization
|
1,026
|
|
|
1,451
|
|
||
Bargain purchase gain
|
(1,456
|
)
|
|
—
|
|
||
Other
|
69
|
|
|
—
|
|
||
Cash provided by (used in) changes in operating assets and liabilities
|
|
|
|
|
|||
Accounts receivable
|
4,736
|
|
|
(11,390
|
)
|
||
Inventories
|
(6,635
|
)
|
|
(4,867
|
)
|
||
Prepaid expenses and other assets
|
(2,228
|
)
|
|
(8,824
|
)
|
||
Accounts payable
|
(1,587
|
)
|
|
3,246
|
|
||
Accrued liabilities
|
(7,314
|
)
|
|
6,915
|
|
||
Income taxes, including excess tax benefits and deferred income taxes
|
2,691
|
|
|
1,017
|
|
||
Net cash provided by operating activities
|
68,707
|
|
|
48,630
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(15,018
|
)
|
|
(7,729
|
)
|
||
Proceeds from sale of asset
|
1
|
|
|
3,592
|
|
||
Business acquisitions, net of cash acquired
|
(2,584
|
)
|
|
—
|
|
||
Intangible asset additions
|
(861
|
)
|
|
(778
|
)
|
||
Purchases of investment securities
|
(111,575
|
)
|
|
(40,217
|
)
|
||
Proceeds from sale of investment securities
|
45,429
|
|
|
70,293
|
|
||
Net cash (used in) provided by investing activities
|
(84,608
|
)
|
|
25,161
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from exercise of stock options
|
15,830
|
|
|
10,974
|
|
||
Proceeds from employee stock purchase plan
|
2,361
|
|
|
2,162
|
|
||
Purchase of treasury stock
|
(17,155
|
)
|
|
(1,523
|
)
|
||
Net cash provided by financing activities
|
1,036
|
|
|
11,613
|
|
||
Effect of exchange rate changes on cash
|
1,664
|
|
|
(5,848
|
)
|
||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(13,201
|
)
|
|
79,556
|
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
336,164
|
|
|
275,812
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
322,963
|
|
|
$
|
355,368
|
|
|
|
|
|
||||
NON-CASH INVESTING ACTIVITIES
|
|
|
|
||||
Accounts payable for property and equipment
|
$
|
595
|
|
|
$
|
1,106
|
|
Note 1:
|
Basis of Presentation
|
|
Accrued Balance December 31, 2015
|
|
Charges
Incurred
|
|
Payments
|
|
Currency
Translation
|
|
Other Adjustments
|
|
Accrued Balance
September 30,
2016
|
||||||||||||
Severance pay and benefits
|
$
|
2,505
|
|
|
$
|
25
|
|
|
$
|
(2,479
|
)
|
|
$
|
89
|
|
|
$
|
150
|
|
|
$
|
290
|
|
Government incentive repayment
|
1,884
|
|
|
—
|
|
|
(1,769
|
)
|
|
57
|
|
|
(172
|
)
|
|
—
|
|
||||||
Employment agreement buyout
|
1,845
|
|
|
—
|
|
|
(278
|
)
|
|
—
|
|
|
—
|
|
|
1,567
|
|
||||||
Other corporate restructuring
|
305
|
|
|
168
|
|
|
(386
|
)
|
|
—
|
|
|
—
|
|
|
87
|
|
||||||
Retention and closure expenses
|
—
|
|
|
428
|
|
|
(428
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
$
|
6,539
|
|
|
$
|
621
|
|
|
$
|
(5,340
|
)
|
|
$
|
146
|
|
|
$
|
(22
|
)
|
|
$
|
1,944
|
|
|
Fair value measurements at September 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)
|
||||||||
Short-term available for sale securities
|
$
|
49,475
|
|
|
$
|
13,645
|
|
|
$
|
35,830
|
|
|
$
|
—
|
|
Long-term available for sale securities
|
57,162
|
|
|
17,206
|
|
|
39,956
|
|
|
—
|
|
||||
Total available for sale securities
|
$
|
106,637
|
|
|
$
|
30,851
|
|
|
$
|
75,786
|
|
|
$
|
—
|
|
|
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)
|
||||||||
Short-term available for sale securities
|
$
|
41,233
|
|
|
$
|
8,785
|
|
|
$
|
32,448
|
|
|
$
|
—
|
|
|
$
|
41,233
|
|
|
$
|
8,785
|
|
|
$
|
32,448
|
|
|
$
|
—
|
|
|
Fair value measurements at September 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
|
$
|
4,249
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,249
|
|
|
$
|
4,249
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,249
|
|
|
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
|
|
|
September 30,
2016
|
|
December 31, 2015
|
||||
Federal and municipal tax-exempt debt securities
|
$
|
8,794
|
|
|
$
|
4,951
|
|
Corporate bonds
|
66,293
|
|
|
25,400
|
|
||
U.S. Treasury securities
|
30,052
|
|
|
7,537
|
|
||
Commercial paper
|
699
|
|
|
2,097
|
|
||
Certificates of deposit
|
799
|
|
|
1,248
|
|
||
Total investment securities
|
$
|
106,637
|
|
|
$
|
41,233
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Reported as:
|
|
|
|
||||
Short-term investment securities
|
$
|
49,475
|
|
|
$
|
41,233
|
|
Long-term investment securities
|
57,162
|
|
|
—
|
|
||
Total
|
$
|
106,637
|
|
|
$
|
41,233
|
|
|
September 30,
2016
|
|
December 31, 2015
|
||||
Raw material
|
$
|
28,940
|
|
|
$
|
24,681
|
|
Work in process
|
4,834
|
|
|
4,282
|
|
||
Finished goods
|
17,179
|
|
|
14,669
|
|
||
Total inventories
|
$
|
50,953
|
|
|
$
|
43,632
|
|
|
September 30,
2016
|
|
December 31, 2015
|
||||
Machinery and equipment
|
$
|
94,446
|
|
|
$
|
96,909
|
|
Land, building and building improvements
|
60,457
|
|
|
56,716
|
|
||
Molds
|
38,620
|
|
|
36,436
|
|
||
Computer equipment and software
|
26,146
|
|
|
23,346
|
|
||
Furniture and fixtures
|
3,499
|
|
|
3,638
|
|
||
Construction in progress
|
13,688
|
|
|
6,003
|
|
||
Total property and equipment, cost
|
236,856
|
|
|
223,048
|
|
||
Accumulated depreciation
|
(156,268
|
)
|
|
(148,728
|
)
|
||
Property and equipment, net
|
$
|
80,588
|
|
|
$
|
74,320
|
|
|
Three months ended September 30,
|
|
Nine months ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
18,806
|
|
|
$
|
16,266
|
|
|
$
|
53,572
|
|
|
$
|
39,522
|
|
Weighted average number of common shares outstanding (for basic calculation)
|
16,200
|
|
|
15,894
|
|
|
16,113
|
|
|
15,790
|
|
||||
Dilutive securities
(1)
|
1,086
|
|
|
681
|
|
|
987
|
|
|
619
|
|
||||
Weighted average common and common equivalent shares outstanding (for diluted calculation)
|
17,286
|
|
|
16,575
|
|
|
17,100
|
|
|
16,409
|
|
||||
EPS — basic
|
$
|
1.16
|
|
|
$
|
1.02
|
|
|
$
|
3.32
|
|
|
$
|
2.50
|
|
EPS — diluted
|
$
|
1.09
|
|
|
$
|
0.98
|
|
|
$
|
3.13
|
|
|
$
|
2.41
|
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
Fiscal year ended
|
||||||||||||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||||||||||||||||
Domestic
|
$
|
66.8
|
|
|
69
|
%
|
|
$
|
60.4
|
|
|
70
|
%
|
|
$
|
198.1
|
|
|
70
|
%
|
|
$
|
175.8
|
|
|
70
|
%
|
|
$
|
241.8
|
|
|
71
|
%
|
|
$
|
212.6
|
|
|
69
|
%
|
International
|
30.3
|
|
|
31
|
%
|
|
25.6
|
|
|
30
|
%
|
|
85.6
|
|
|
30
|
%
|
|
75.5
|
|
|
30
|
%
|
|
99.9
|
|
|
29
|
%
|
|
96.7
|
|
|
31
|
%
|
||||||
Total Revenue
|
$
|
97.1
|
|
|
100
|
%
|
|
$
|
86.0
|
|
|
100
|
%
|
|
$
|
283.7
|
|
|
100
|
%
|
|
$
|
251.3
|
|
|
100
|
%
|
|
$
|
341.7
|
|
|
100
|
%
|
|
$
|
309.3
|
|
|
100
|
%
|
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
Fiscal year ended
|
||||||||||||
Product line
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
|
2014
|
||||||
Infusion therapy
|
|
70
|
%
|
|
72
|
%
|
|
72
|
%
|
|
71
|
%
|
|
72
|
%
|
|
70
|
%
|
Critical care
|
|
14
|
%
|
|
15
|
%
|
|
14
|
%
|
|
17
|
%
|
|
16
|
%
|
|
18
|
%
|
Oncology
|
|
16
|
%
|
|
13
|
%
|
|
14
|
%
|
|
12
|
%
|
|
12
|
%
|
|
12
|
%
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
Three months ended
September 30, |
|
Nine Months Ended
September 30, |
|
Fiscal year ended
|
|||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2015
|
|||||
Total revenue
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Gross margin
|
|
53
|
%
|
|
54
|
%
|
|
53
|
%
|
|
53
|
%
|
|
53
|
%
|
Selling, general and administrative expenses
|
|
23
|
%
|
|
23
|
%
|
|
24
|
%
|
|
24
|
%
|
|
24
|
%
|
Research and development expenses
|
|
4
|
%
|
|
5
|
%
|
|
3
|
%
|
|
5
|
%
|
|
5
|
%
|
Restructuring and strategic transaction
|
|
3
|
%
|
|
4
|
%
|
|
2
|
%
|
|
1
|
%
|
|
2
|
%
|
Gain on sale of building
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Legal settlements
|
|
—
|
%
|
|
6
|
%
|
|
—
|
%
|
|
1
|
%
|
|
1
|
%
|
Impairment of assets held for sale
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
Total operating expenses
|
|
30
|
%
|
|
25
|
%
|
|
29
|
%
|
|
30
|
%
|
|
33
|
%
|
Income from operations
|
|
23
|
%
|
|
29
|
%
|
|
24
|
%
|
|
23
|
%
|
|
20
|
%
|
Bargain purchase gain
|
|
—
|
%
|
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
|
—
|
%
|
Other income, net
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Income before income taxes
|
|
23
|
%
|
|
29
|
%
|
|
25
|
%
|
|
23
|
%
|
|
20
|
%
|
Income taxes
|
|
4
|
%
|
|
10
|
%
|
|
6
|
%
|
|
7
|
%
|
|
7
|
%
|
Net income
|
|
19
|
%
|
|
19
|
%
|
|
19
|
%
|
|
16
|
%
|
|
13
|
%
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
Direct
|
$
|
45.0
|
|
|
$
|
33.3
|
|
|
$
|
11.7
|
|
|
35.1
|
%
|
|
$
|
119.1
|
|
|
$
|
95.9
|
|
|
$
|
23.2
|
|
|
24.2
|
%
|
OEM
|
22.6
|
|
|
29.0
|
|
|
(6.4
|
)
|
|
(22.1
|
)%
|
|
84.1
|
|
|
83.3
|
|
|
0.8
|
|
|
1.0
|
%
|
||||||
Total Infusion Therapy Revenue
|
$
|
67.6
|
|
|
$
|
62.3
|
|
|
$
|
5.3
|
|
|
8.5
|
%
|
|
$
|
203.2
|
|
|
$
|
179.2
|
|
|
$
|
24.0
|
|
|
13.4
|
%
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
Direct
|
$
|
14.0
|
|
|
$
|
12.5
|
|
|
$
|
1.5
|
|
|
12.0
|
%
|
|
$
|
40.2
|
|
|
$
|
41.0
|
|
|
$
|
(0.8
|
)
|
|
(2.0
|
)%
|
OEM
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
%
|
|
0.1
|
|
|
0.2
|
|
|
(0.1
|
)
|
|
(50.0
|
)%
|
||||||
Total Critical Care Revenue
|
$
|
14.0
|
|
|
$
|
12.5
|
|
|
$
|
1.5
|
|
|
12.0
|
%
|
|
$
|
40.3
|
|
|
$
|
41.2
|
|
|
$
|
(0.9
|
)
|
|
(2.2
|
)%
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
Direct
|
$
|
10.8
|
|
|
$
|
7.6
|
|
|
$
|
3.2
|
|
|
42.1
|
%
|
|
$
|
28.1
|
|
|
$
|
19.6
|
|
|
$
|
8.5
|
|
|
43.4
|
%
|
OEM
|
4.4
|
|
|
3.4
|
|
|
1.0
|
|
|
29.4
|
%
|
|
11.4
|
|
|
10.3
|
|
|
1.1
|
|
|
10.7
|
%
|
||||||
Total Oncology Revenue
|
$
|
15.2
|
|
|
$
|
11.0
|
|
|
$
|
4.2
|
|
|
38.2
|
%
|
|
$
|
39.5
|
|
|
$
|
29.9
|
|
|
$
|
9.6
|
|
|
32.1
|
%
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
SG&A
|
$
|
22.4
|
|
|
$
|
20.2
|
|
|
$
|
2.2
|
|
|
10.9
|
%
|
|
$
|
66.8
|
|
|
$
|
60.7
|
|
|
$
|
6.1
|
|
|
10.0
|
%
|
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
||||||||||||||||||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
||||||||||||||
R&D
|
$
|
3.7
|
|
|
$
|
4.2
|
|
|
$
|
(0.5
|
)
|
|
(11.9
|
)%
|
|
$
|
10.3
|
|
|
$
|
11.7
|
|
|
$
|
(1.4
|
)
|
|
(12.0
|
)%
|
|
Nine months ended
September 30,
|
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||
Investing Cash Flows:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
$
|
(15,018
|
)
|
|
$
|
(7,729
|
)
|
|
$
|
(7,289
|
)
|
(1)
|
Proceeds from sale of assets
|
1
|
|
|
3,592
|
|
|
(3,591
|
)
|
(2)
|
|||
Business acquisitions, net of cash acquired
|
(2,584
|
)
|
|
—
|
|
|
(2,584
|
)
|
(3)
|
|||
Intangible asset additions
|
(861
|
)
|
|
(778
|
)
|
|
(83
|
)
|
|
|||
Purchases of investment securities
|
(111,575
|
)
|
|
(40,217
|
)
|
|
(71,358
|
)
|
(4)
|
|||
Proceeds from sale of investment securities
|
45,429
|
|
|
70,293
|
|
|
(24,864
|
)
|
(5)
|
|||
Net cash provided by investing activities
|
$
|
(84,608
|
)
|
|
$
|
25,161
|
|
|
$
|
(109,769
|
)
|
|
(2)
|
During the third quarter of 2015, we sold an office building for $3.6 million.
|
(3)
|
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.
|
(4)
|
During the third quarter of 2016, we amended our investment policy to allow for the purchase of securities with final maturities in excess of one year. Accordingly, we adjusted our investment strategy to take advantage of the higher yields available on these longer term securities. Our longer term securities have maturities up to three years.
|
|
Nine months ended
September 30, |
|
|
|
||||||||
|
2016
|
|
2015
|
|
Change
|
|
||||||
Financing Cash Flows:
|
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
$
|
15,830
|
|
|
$
|
10,974
|
|
|
$
|
4,856
|
|
(1)
|
Proceeds from employee stock purchase plan
|
2,361
|
|
|
2,162
|
|
|
199
|
|
|
|||
Purchase of treasury stock
|
(17,155
|
)
|
|
(1,523
|
)
|
|
(15,632
|
)
|
(2)
|
|||
Net cash provided by financing activities
|
$
|
1,036
|
|
|
$
|
11,613
|
|
|
$
|
(10,577
|
)
|
|
Contractual Obligations
|
|
2016
|
||
Purchase obligations
|
|
$
|
5,337
|
|
|
|
$
|
5,337
|
|
•
|
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 the HIS business, 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; 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 our pending acquisition of the HIS business; 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
|
•
|
challenges in preserving important strategic customer and other third-party relationships of both businesses;
|
•
|
the diversion of management’s attention to integration matters;
|
•
|
challenges in maintaining employee morale and retaining or attracting key employees;
|
•
|
potential incompatibility of corporate cultures;
|
•
|
changes in the combined business due to potential divestitures or requirements imposed by antitrust regulators;
|
•
|
costs, delays and other difficulties consolidating corporate and administrative infrastructures and information systems and in implementing common systems and procedures including, in particular, our internal controls over financial reporting; and
|
•
|
coordinating and integrating a geographically dispersed organization, including operations in jurisdictions we currently do not operate in.
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
Period
|
|
Total number of shares
purchased
|
|
Average
price paid
per share
|
|
Total number of shares
purchased as
part of a
publicly
announced
program
|
|
Approximate
dollar value that
may yet be
purchased under
the program
(1)
|
||||||
07/01/2016 — 07/31/2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
08/01/2016 — 08/31/2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
09/01/2016 — 09/30/2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
Third quarter of 2016 total
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
(1)
|
Our
common stock purchase plan, which authorized the repurchase of up to $40.0 million of our common stock, was authorized by our Board of Directors and publicly announced on July 19, 2010. This plan has no expiration date. We are not obligated to make any purchases under our stock purchase program. Subject to applicable state and federal corporate and securities laws, purchases under a stock purchase program may be made at such times and in such amounts as we deem appropriate. Purchases made under our stock purchase program can be discontinued at any time we feel additional purchases are not warranted.
|
|
|
|
Exhibit 2.1
|
|
Stock and Asset Purchase Agreement, dated as of October 6, 2016, by and between Pfizer Inc., a Delaware corporation, and ICU Medical, Inc., a Delaware corporation. Incorporated by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K filed October 13, 2016.
|
|
|
|
Exhibit 10.1
|
|
Debt Commitment Letter, dated as of October 6, 2016, by and among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Barclays Bank PLC and ICU Medical, Inc., a Delaware corporation. Incorporated by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed October 13, 2016.
|
|
|
|
Exhibit 10.2
|
|
Form of Shareholders Agreement, by and between Pfizer Inc., a Delaware corporation, and ICU Medical, Inc., a Delaware corporation. Incorporated by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed October 13, 2016.
|
|
|
|
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:
|
November 9, 2016
|
Scott E. Lamb
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
Exhibit 2.1
|
|
Stock and Asset Purchase Agreement, dated as of October 6, 2016, by and between Pfizer Inc., a Delaware corporation, and ICU Medical, Inc., a Delaware corporation. Incorporated by reference to Exhibit 2.1 to the Registrant's current report on Form 8-K filed October 13, 2016.
|
|
|
|
Exhibit 10.1
|
|
Debt Commitment Letter, dated as of October 6, 2016, by and among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Barclays Bank PLC and ICU Medical, Inc., a Delaware corporation. Incorporated by reference to Exhibit 10.1 to the Registrant's current report on Form 8-K filed October 13, 2016.
|
|
|
|
Exhibit 10.2
|
|
Form of Shareholders Agreement, by and between Pfizer Inc., a Delaware corporation, and ICU Medical, Inc., a Delaware corporation. Incorporated by reference to Exhibit 10.2 to the Registrant's current report on Form 8-K filed October 13, 2016.
|
|
|
|
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 |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions