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
|
|
|
|
|
|
Emerging growth company
o
|
Title of each class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common stock, par value $0.10 per share
|
ICUI
|
The Nasdaq Stock Market LLC
(Global Select Market)
|
Class
|
|
Outstanding at April 30, 2019
|
Common
|
|
20,614,407
|
Item1.
|
Financial Statements (Unaudited)
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
|
(Unaudited)
|
|
(1)
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
296,044
|
|
|
$
|
344,781
|
|
Short-term investment securities
|
17,214
|
|
|
37,329
|
|
||
TOTAL CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES
|
313,258
|
|
|
382,110
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $7,852 at March 31, 2019 and $5,768 at December 31, 2018
|
238,069
|
|
|
176,298
|
|
||
Inventories
|
321,747
|
|
|
311,163
|
|
||
Prepaid income tax
|
17,523
|
|
|
11,348
|
|
||
Prepaid expenses and other current assets
|
29,910
|
|
|
46,117
|
|
||
TOTAL CURRENT ASSETS
|
920,507
|
|
|
927,036
|
|
||
|
|
|
|
||||
PROPERTY AND EQUIPMENT, net
|
432,938
|
|
|
432,641
|
|
||
OPERATING LEASE RIGHT-OF-USE ASSETS
|
38,365
|
|
|
—
|
|
||
LONG-TERM INVESTMENT SECURITIES
|
2,021
|
|
|
2,025
|
|
||
GOODWILL
|
11,241
|
|
|
11,195
|
|
||
INTANGIBLE ASSETS, net
|
131,053
|
|
|
133,421
|
|
||
DEFERRED INCOME TAXES
|
33,396
|
|
|
38,654
|
|
||
OTHER ASSETS
|
43,750
|
|
|
40,419
|
|
||
TOTAL ASSETS
|
$
|
1,613,271
|
|
|
$
|
1,585,391
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES:
|
|
|
|
|
|
||
Accounts payable
|
$
|
133,542
|
|
|
$
|
120,469
|
|
Accrued liabilities
|
104,865
|
|
|
128,820
|
|
||
TOTAL CURRENT LIABILITIES
|
238,407
|
|
|
249,289
|
|
||
|
|
|
|
||||
CONTINGENT EARN-OUT LIABILITY
|
39,700
|
|
|
47,400
|
|
||
OTHER LONG-TERM LIABILITIES
|
48,010
|
|
|
20,592
|
|
||
DEFERRED INCOME TAXES
|
726
|
|
|
721
|
|
||
INCOME TAX LIABILITY
|
3,734
|
|
|
3,734
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 19)
|
—
|
|
|
—
|
|
||
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 20,668 shares at March 31, 2019 and 20,492 shares at December 31, 2018 and outstanding 20,612 shares at March 31, 2019 and 20,491 shares at December 31, 2018
|
2,067
|
|
|
2,049
|
|
||
Additional paid-in capital
|
659,819
|
|
|
657,899
|
|
||
Treasury stock, at cost
|
(13,056
|
)
|
|
(95
|
)
|
||
Retained earnings
|
651,745
|
|
|
620,747
|
|
||
Accumulated other comprehensive loss
|
(17,881
|
)
|
|
(16,945
|
)
|
||
TOTAL STOCKHOLDERS' EQUITY
|
1,282,694
|
|
|
1,263,655
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
1,613,271
|
|
|
$
|
1,585,391
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
TOTAL REVENUES
|
$
|
330,932
|
|
|
$
|
372,033
|
|
COST OF GOODS SOLD
|
195,629
|
|
|
223,032
|
|
||
GROSS PROFIT
|
135,303
|
|
|
149,001
|
|
||
OPERATING EXPENSES:
|
|
|
|
||||
Selling, general and administrative
|
72,633
|
|
|
85,015
|
|
||
Research and development
|
12,823
|
|
|
12,586
|
|
||
Restructuring, strategic transaction and integration
|
24,392
|
|
|
21,569
|
|
||
Change in fair value of contingent earn-out
|
(7,700
|
)
|
|
(4,000
|
)
|
||
Contract settlement
|
2,783
|
|
|
28,917
|
|
||
TOTAL OPERATING EXPENSES
|
104,931
|
|
|
144,087
|
|
||
INCOME FROM OPERATIONS
|
30,372
|
|
|
4,914
|
|
||
INTEREST EXPENSE
|
(133
|
)
|
|
(135
|
)
|
||
OTHER INCOME (EXPENSE), net
|
3,191
|
|
|
(956
|
)
|
||
INCOME BEFORE INCOME TAXES
|
33,430
|
|
|
3,823
|
|
||
(PROVISION) BENEFIT FOR INCOME TAXES
|
(2,432
|
)
|
|
1,052
|
|
||
NET INCOME
|
$
|
30,998
|
|
|
$
|
4,875
|
|
NET INCOME PER SHARE
|
|
|
|
||||
Basic
|
$
|
1.51
|
|
|
$
|
0.24
|
|
Diluted
|
$
|
1.44
|
|
|
$
|
0.23
|
|
WEIGHTED AVERAGE NUMBER OF SHARES
|
|
|
|
||||
Basic
|
20,527
|
|
|
20,255
|
|
||
Diluted
|
21,551
|
|
|
21,400
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
NET INCOME
|
$
|
30,998
|
|
|
$
|
4,875
|
|
Other comprehensive (loss) income, net of tax:
|
|
|
|
||||
Cash flow hedge adjustments, net of taxes of $205 and $573 for the three months ended March 31, 2019 and 2018, respectively
|
650
|
|
|
1,814
|
|
||
Foreign currency translation adjustment, net of taxes of $0 for all periods
|
(1,592
|
)
|
|
15,397
|
|
||
Other adjustments, net of taxes of $0 for all periods
|
6
|
|
|
2
|
|
||
Other comprehensive (loss) income, net of taxes
|
(936
|
)
|
|
17,213
|
|
||
TOTAL COMPREHENSIVE INCOME
|
$
|
30,062
|
|
|
$
|
22,088
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Comprehensive
Loss
|
|
Total
|
|||||||||||||
Balance, January 1, 2019
|
|
20,492
|
|
|
$
|
2,049
|
|
|
$
|
657,899
|
|
|
$
|
(95
|
)
|
|
$
|
620,747
|
|
|
$
|
(16,945
|
)
|
|
$
|
1,263,655
|
|
Issuance of restricted stock and exercise of stock options
|
|
254
|
|
|
18
|
|
|
(4,289
|
)
|
|
5,196
|
|
|
—
|
|
|
—
|
|
|
925
|
|
||||||
Tax withholding payments related to net share settlement of equity awards
|
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
(18,157
|
)
|
|
—
|
|
|
—
|
|
|
(18,157
|
)
|
||||||
Stock compensation
|
|
—
|
|
|
—
|
|
|
6,209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,209
|
|
||||||
Other comprehensive loss, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(936
|
)
|
|
(936
|
)
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,998
|
|
|
—
|
|
|
30,998
|
|
||||||
Balance, March 31, 2019
|
|
20,668
|
|
|
$
|
2,067
|
|
|
$
|
659,819
|
|
|
$
|
(13,056
|
)
|
|
$
|
651,745
|
|
|
$
|
(17,881
|
)
|
|
$
|
1,282,694
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||||
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Paid-In
Capital
|
|
Treasury
Stock
|
|
Retained
Earnings
|
|
Comprehensive
(Loss) Income
|
|
Total
|
|||||||||||||
Balance, January 1, 2018
|
|
20,210
|
|
|
$
|
2,021
|
|
|
$
|
625,568
|
|
|
$
|
—
|
|
|
$
|
585,624
|
|
|
$
|
(14,959
|
)
|
|
$
|
1,198,254
|
|
Cumulative effect of accounting change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,330
|
|
|
—
|
|
|
6,330
|
|
||||||
Issuance of restricted stock and exercise of stock options
|
|
130
|
|
|
11
|
|
|
982
|
|
|
2,162
|
|
|
—
|
|
|
—
|
|
|
3,155
|
|
||||||
Tax withholding payments related to net share settlement of equity awards
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
(5,338
|
)
|
|
—
|
|
|
—
|
|
|
(5,338
|
)
|
||||||
Stock compensation
|
|
—
|
|
|
—
|
|
|
5,462
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,462
|
|
||||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,213
|
|
|
17,213
|
|
||||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,875
|
|
|
—
|
|
|
4,875
|
|
||||||
Balance, March 31, 2018
|
|
20,317
|
|
|
$
|
2,032
|
|
|
$
|
632,012
|
|
|
$
|
(3,176
|
)
|
|
$
|
596,829
|
|
|
$
|
2,254
|
|
|
$
|
1,229,951
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||
Net income
|
$
|
30,998
|
|
|
$
|
4,875
|
|
Adjustments to reconcile net income to net cash used in operating activities:
|
|
|
|
|
|||
Depreciation and amortization
|
19,074
|
|
|
18,304
|
|
||
Provision for doubtful accounts
|
2,096
|
|
|
448
|
|
||
Provision for warranty and returns
|
2,692
|
|
|
367
|
|
||
Stock compensation
|
6,209
|
|
|
5,462
|
|
||
Loss on disposal of property and equipment and other assets
|
12,682
|
|
|
53
|
|
||
Bond premium amortization
|
28
|
|
|
142
|
|
||
Debt issuance costs amortization
|
72
|
|
|
72
|
|
||
Change in fair value of contingent earn-out
|
(7,700
|
)
|
|
(4,000
|
)
|
||
Impairment of assets held for sale
|
—
|
|
|
269
|
|
||
Write-off of acquired intangible
|
—
|
|
|
5,000
|
|
||
Other
|
4,371
|
|
|
4,783
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|||
Accounts receivable
|
(49,534
|
)
|
|
(11,901
|
)
|
||
Inventories
|
(11,968
|
)
|
|
10,942
|
|
||
Prepaid expenses and other assets
|
10,319
|
|
|
3,569
|
|
||
Related-party receivables
|
—
|
|
|
(32,779
|
)
|
||
Other assets
|
(7,542
|
)
|
|
(2,348
|
)
|
||
Accounts payable
|
3,075
|
|
|
8,737
|
|
||
Accrued liabilities
|
(34,814
|
)
|
|
(29,455
|
)
|
||
Income taxes, including excess tax benefits and deferred income taxes
|
(1,068
|
)
|
|
(3,272
|
)
|
||
Net cash used in operating activities
|
(21,010
|
)
|
|
(20,732
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property and equipment
|
(28,671
|
)
|
|
(26,544
|
)
|
||
Proceeds from sale of assets held-for-sale, net
|
—
|
|
|
13,000
|
|
||
Proceeds from sale of asset
|
16
|
|
|
—
|
|
||
Intangible asset additions
|
(1,949
|
)
|
|
(1,899
|
)
|
||
Purchases of investment securities
|
(4,409
|
)
|
|
(4,478
|
)
|
||
Proceeds from sale of investment securities
|
24,500
|
|
|
4,900
|
|
||
Net cash used in investing activities
|
(10,513
|
)
|
|
(15,021
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from exercise of stock options
|
925
|
|
|
3,155
|
|
||
Tax withholding payments related to net share settlement of equity awards
|
(18,157
|
)
|
|
(5,338
|
)
|
||
Net cash used in financing activities
|
(17,232
|
)
|
|
(2,183
|
)
|
||
Effect of exchange rate changes on cash
|
18
|
|
|
2,400
|
|
||
NET DECREASE CASH AND CASH EQUIVALENTS
|
(48,737
|
)
|
|
(35,536
|
)
|
||
CASH AND CASH EQUIVALENTS, beginning of period
|
344,781
|
|
|
290,072
|
|
||
CASH AND CASH EQUIVALENTS, end of period
|
$
|
296,044
|
|
|
$
|
254,536
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Accounts payable for property and equipment
|
$
|
13,131
|
|
|
$
|
280
|
|
Note 1:
|
Basis of Presentation
|
|
Accrued Balance January 1, 2019
|
|
Charges
Incurred
|
|
Payments
|
|
Other Adjustments
|
|
Accrued Balance
March 31, 2019
|
||||||||||
Severance pay and benefits
|
$
|
677
|
|
|
$
|
756
|
|
|
$
|
(671
|
)
|
|
$
|
—
|
|
|
$
|
762
|
|
Employment agreement buyout
|
739
|
|
|
—
|
|
|
(96
|
)
|
|
—
|
|
|
643
|
|
|||||
|
$
|
1,416
|
|
|
$
|
756
|
|
|
$
|
(767
|
)
|
|
$
|
—
|
|
|
$
|
1,405
|
|
|
For the three months
ended March 31,
|
||||||
Geography
|
2019
|
|
2018
|
||||
Europe, the Middle East and Africa
|
$
|
32,378
|
|
|
$
|
39,524
|
|
Other Foreign
|
51,361
|
|
|
50,932
|
|
||
Total Foreign
|
83,739
|
|
|
90,456
|
|
||
United States
|
247,193
|
|
|
281,577
|
|
||
Total Revenues
|
$
|
330,932
|
|
|
$
|
372,033
|
|
|
For the three months ended
March 31,
|
||||||
Product line
|
2019
|
|
2018
|
||||
Infusion Consumables
|
$
|
120,580
|
|
|
$
|
119,911
|
|
IV Solutions
|
113,182
|
|
|
144,440
|
|
||
Infusion Systems
(1)
|
84,282
|
|
|
93,439
|
|
||
Critical Care
|
12,888
|
|
|
14,234
|
|
||
Total Revenues
|
$
|
330,932
|
|
|
$
|
372,033
|
|
|
Contract Liabilities
|
||
Beginning balance, January 1, 2019
|
$
|
(4,282
|
)
|
Equipment revenue recognized
|
448
|
|
|
Equipment revenue deferred due to implementation
|
(1,343
|
)
|
|
Software revenue recognized
|
345
|
|
|
Software revenue deferred due to implementation
|
(1,593
|
)
|
|
Ending balance, March 31, 2019
|
$
|
(6,425
|
)
|
|
|
||
Beginning balance, January 1, 2018
|
$
|
(7,066
|
)
|
Equipment revenue recognized
|
288
|
|
|
Equipment revenue deferred due to implementation
|
(1,558
|
)
|
|
Software revenue recognized
|
655
|
|
|
Software revenue deferred due to implementation
|
(4,080
|
)
|
|
Ending balance, March 31, 2018
|
$
|
(11,761
|
)
|
|
|
For the three months
ended March 31, 2019
|
||
Operating lease cost
|
|
$
|
2,430
|
|
|
|
|
||
Short-term lease cost
|
|
96
|
|
|
|
|
|
||
Total lease cost
|
|
$
|
2,526
|
|
|
|
For the three months
ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
||
Operating cash flows from operating leases
|
|
$
|
2,219
|
|
|
|
|
||
Right-of-use assets obtained in exchange for lease obligations:
|
|
|
||
Operating leases
|
|
$
|
98
|
|
|
|
As of March 31, 2019
|
||
Operating leases
|
|
|
||
Operating lease right-of-use assets
|
|
$
|
38,365
|
|
|
|
|
||
Accrued liabilities
|
|
$
|
7,966
|
|
Other long-term liabilities
|
|
30,640
|
|
|
Total operating lease liabilities
|
|
$
|
38,606
|
|
|
|
|
||
Weighted Average Remaining Lease Term
|
|
|
||
Operating leases
|
|
6.0 years
|
|
|
|
|
|
||
Weighted Average Discount Rate
|
|
|
||
Operating leases
|
|
5.57
|
%
|
|
Operating Leases
|
||
Remainder of 2019
|
$
|
6,018
|
|
2020
|
8,713
|
|
|
2021
|
6,391
|
|
|
2022
|
5,955
|
|
|
2023
|
5,795
|
|
|
Thereafter
|
13,390
|
|
|
Total Lease Payments
|
46,262
|
|
|
Less imputed interest
|
(7,656
|
)
|
|
Total
|
$
|
38,606
|
|
|
Operating Leases
|
||
2019
|
$
|
8,326
|
|
2020
|
8,572
|
|
|
2021
|
6,489
|
|
|
2022
|
5,914
|
|
|
2023
|
5,615
|
|
|
Thereafter
|
13,235
|
|
|
Total Lease Payments
(1)
|
$
|
48,151
|
|
|
Three months ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net income
|
$
|
30,998
|
|
|
$
|
4,875
|
|
Weighted-average number of common shares outstanding (for basic calculation)
|
20,527
|
|
|
20,255
|
|
||
Dilutive securities
|
1,024
|
|
|
1,145
|
|
||
Weighted-average common and common equivalent shares outstanding (for diluted calculation)
|
21,551
|
|
|
21,400
|
|
||
EPS — basic
|
$
|
1.51
|
|
|
$
|
0.24
|
|
EPS — diluted
|
$
|
1.44
|
|
|
$
|
0.23
|
|
|
Derivatives
|
||||||||
|
Condensed Consolidated Balance Sheet
Location
|
|
March 31, 2019
|
|
December 31,
2018
|
||||
Derivatives designated as cash flow hedging instruments
|
|
|
|
|
|
||||
Foreign exchange forward contract:
|
|
|
|
|
|
||||
|
Prepaid expenses and other current assets
|
|
$
|
874
|
|
|
$
|
187
|
|
|
Other assets
|
|
713
|
|
|
545
|
|
||
Total derivatives designated as cash flow hedging instruments
|
|
|
$
|
1,587
|
|
|
$
|
732
|
|
|
|
Line Item in the
Condensed Consolidated Statements of Operations
|
|
Three months ended
March 31, |
||||||
|
|
|
2019
|
|
2018
|
|||||
Derivatives designated as cash flow hedging instruments
|
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
|
Cost of goods sold
|
|
$
|
155
|
|
|
$
|
235
|
|
|
|
Amount of Gain Recognized in Other Comprehensive Income on Derivatives
|
|
Amount of Gain Reclassified From Accumulated Other Comprehensive Income into Income
|
||||||||||||||
|
|
Three months ended
March 31, |
|
|
|
Three months ended
March 31, |
||||||||||||
|
|
|
|
|
||||||||||||||
|
|
2019
|
|
2018
|
|
Location of Gain Reclassified From Accumulated Other Comprehensive Income into Income
|
|
2019
|
|
2018
|
||||||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange forward contract
|
|
$
|
1,010
|
|
|
$
|
2,622
|
|
|
Cost of goods sold
|
|
$
|
155
|
|
|
$
|
235
|
|
Total derivatives designated as cash flow hedging instruments
|
|
$
|
1,010
|
|
|
$
|
2,622
|
|
|
|
|
$
|
155
|
|
|
$
|
235
|
|
•
|
Level 1: quoted prices in active markets for identical assets or liabilities;
|
•
|
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
|
•
|
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair values of the assets or liabilities.
|
|
|
Earn-out Liability
|
||
Accrued balance, January 1, 2019
|
|
$
|
47,400
|
|
Change in fair value of earn-out (included in income from operations as a separate line item)
|
|
(7,700
|
)
|
|
Accrued balance, March 31, 2019
|
|
$
|
39,700
|
|
Simulation Input
|
|
As of
March 31, 2019
|
|
As of
December 31, 2018
|
||
Adjusted EBITDA Volatility
|
|
30.00
|
%
|
|
30.00
|
%
|
WACC
|
|
8.25
|
%
|
|
8.25
|
%
|
20-year risk free rate
|
|
2.63
|
%
|
|
2.87
|
%
|
Market price of risk
|
|
5.47
|
%
|
|
5.24
|
%
|
Cost of debt
|
|
4.35
|
%
|
|
5.25
|
%
|
|
Fair value measurements at March 31, 2019
|
||||||||||||||
|
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:
|
|
|
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
Short-term
|
$
|
17,214
|
|
|
$
|
—
|
|
|
$
|
17,214
|
|
|
$
|
—
|
|
Long-term
|
2,021
|
|
|
—
|
|
|
2,021
|
|
|
—
|
|
||||
Foreign exchange forwards:
|
|
|
|
|
|
|
|
||||||||
Prepaid expenses and other current assets
|
874
|
|
|
—
|
|
|
874
|
|
|
—
|
|
||||
Other assets
|
713
|
|
|
—
|
|
|
713
|
|
|
—
|
|
||||
Total Assets
|
$
|
20,822
|
|
|
$
|
—
|
|
|
$
|
20,822
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Earn-out liability
|
$
|
39,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,700
|
|
Total Liabilities
|
$
|
39,700
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,700
|
|
|
Fair value measurements at December 31, 2018
|
||||||||||||||
|
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:
|
|
|
|
|
|
|
|
||||||||
Available for sale securities:
|
|
|
|
|
|
|
|
||||||||
Short-term
|
$
|
37,329
|
|
|
$
|
—
|
|
|
$
|
37,329
|
|
|
$
|
—
|
|
Long-term
|
2,025
|
|
|
—
|
|
|
2,025
|
|
|
—
|
|
||||
Foreign exchange forwards:
|
|
|
|
|
|
|
|
||||||||
Prepaid expenses and other current assets
|
187
|
|
|
—
|
|
|
187
|
|
|
—
|
|
||||
Other assets
|
545
|
|
|
—
|
|
|
545
|
|
|
—
|
|
||||
Total Assets
|
$
|
40,086
|
|
|
$
|
—
|
|
|
$
|
40,086
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Earn-out liability
|
$
|
47,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,400
|
|
Total Liabilities
|
$
|
47,400
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,400
|
|
|
As of March 31, 2019
|
||||||||||
|
Amortized Cost
|
|
Unrealized Holding Gains (Losses)
|
|
Fair Value
|
||||||
Short-term corporate bonds
|
$
|
17,214
|
|
|
$
|
—
|
|
|
$
|
17,214
|
|
Long-term corporate bonds
|
2,021
|
|
|
—
|
|
|
2,021
|
|
|||
Total investment securities
|
$
|
19,235
|
|
|
$
|
—
|
|
|
$
|
19,235
|
|
|
|
|
|
|
|
||||||
|
As of December 31, 2018
|
||||||||||
|
Amortized Cost
|
|
Unrealized Holding Gains (Losses)
|
|
Fair Value
|
||||||
Short-term corporate bonds
|
$
|
37,329
|
|
|
$
|
—
|
|
|
$
|
37,329
|
|
Long-term corporate bonds
|
2,025
|
|
|
—
|
|
|
2,025
|
|
|||
Total investment securities
|
$
|
39,354
|
|
|
$
|
—
|
|
|
$
|
39,354
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Deposits
|
|
$
|
1,232
|
|
|
$
|
1,087
|
|
Other prepaid expenses and receivables
|
|
13,050
|
|
|
12,476
|
|
||
Receivables from Pfizer related to HIS business acquisition
(1)
|
|
—
|
|
|
20,137
|
|
||
Deferred costs
|
|
3,655
|
|
|
1,951
|
|
||
Prepaid insurance and property taxes
|
|
3,070
|
|
|
2,666
|
|
||
VAT/GST receivable
|
|
5,207
|
|
|
5,072
|
|
||
Deferred tax charge
|
|
1,180
|
|
|
1,180
|
|
||
Other
|
|
2,516
|
|
|
1,548
|
|
||
|
|
$
|
29,910
|
|
|
$
|
46,117
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Raw material
|
$
|
101,102
|
|
|
$
|
104,104
|
|
Work in process
|
57,337
|
|
|
52,909
|
|
||
Finished goods
|
163,308
|
|
|
154,150
|
|
||
Total inventories
|
$
|
321,747
|
|
|
$
|
311,163
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Machinery and equipment
|
$
|
207,665
|
|
|
$
|
203,431
|
|
Land, building and building improvements
|
216,042
|
|
|
212,283
|
|
||
Molds
|
59,695
|
|
|
59,700
|
|
||
Computer equipment and software
|
81,834
|
|
|
80,420
|
|
||
Furniture and fixtures
|
7,410
|
|
|
7,409
|
|
||
Instruments placed with customers
(1)
|
64,111
|
|
|
60,757
|
|
||
Construction in progress
|
73,182
|
|
|
70,864
|
|
||
Total property and equipment, cost
|
709,939
|
|
|
694,864
|
|
||
Accumulated depreciation
|
(277,001
|
)
|
|
(262,223
|
)
|
||
Property and equipment, net
|
$
|
432,938
|
|
|
$
|
432,641
|
|
|
|
Total
|
||
Balance as of January 1, 2019
|
|
$
|
11,195
|
|
Currency translation
|
|
46
|
|
|
Balance as of March 31, 2019
|
|
$
|
11,241
|
|
|
|
Weighted
Average
|
|
March 31, 2019
|
||||||||||
|
|
Amortization
Life in Years
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Patents
|
|
10
|
|
$
|
20,314
|
|
|
$
|
12,475
|
|
|
$
|
7,839
|
|
Customer contracts
|
|
9
|
|
5,319
|
|
|
5,319
|
|
|
—
|
|
|||
Non-contractual customer relationships
|
|
9
|
|
57,949
|
|
|
15,080
|
|
|
42,869
|
|
|||
Trademarks
|
|
4
|
|
425
|
|
|
425
|
|
|
—
|
|
|||
Trade name
|
|
15
|
|
7,456
|
|
|
1,747
|
|
|
5,709
|
|
|||
Developed technology
|
|
11
|
|
82,507
|
|
|
17,140
|
|
|
65,367
|
|
|||
Total amortized intangible assets
|
|
|
|
$
|
173,970
|
|
|
$
|
52,186
|
|
|
$
|
121,784
|
|
|
|
|
|
|
|
|
|
|
||||||
IPR&D
|
|
|
|
$
|
9,269
|
|
|
—
|
|
|
$
|
9,269
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total intangible assets
|
|
|
|
$
|
183,239
|
|
|
$
|
52,186
|
|
|
$
|
131,053
|
|
|
|
Weighted
Average
|
|
December 31, 2018
|
||||||||||
|
|
Amortization
Life in Years
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||
Patents
|
|
10
|
|
$
|
19,399
|
|
|
$
|
12,147
|
|
|
$
|
7,252
|
|
Customer contracts
|
|
9
|
|
5,319
|
|
|
5,272
|
|
|
47
|
|
|||
Non-contractual customer relationships
|
|
9
|
|
57,916
|
|
|
13,363
|
|
|
44,553
|
|
|||
Trademarks
|
|
4
|
|
425
|
|
|
425
|
|
|
—
|
|
|||
Trade name
|
|
15
|
|
7,456
|
|
|
1,618
|
|
|
5,838
|
|
|||
Developed technology
|
|
11
|
|
82,857
|
|
|
15,361
|
|
|
67,496
|
|
|||
Total amortized intangible assets
|
|
|
|
$
|
173,372
|
|
|
$
|
48,186
|
|
|
$
|
125,186
|
|
|
|
|
|
|
|
|
|
|
||||||
IPR&D
|
|
|
|
$
|
8,235
|
|
|
|
|
$
|
8,235
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Total intangible assets
|
|
|
|
$
|
181,607
|
|
|
$
|
48,186
|
|
|
$
|
133,421
|
|
Remainder of 2019
|
|
$
|
17,048
|
|
2020
|
|
16,099
|
|
|
2021
|
|
15,897
|
|
|
2022
|
|
15,773
|
|
|
2023
|
|
15,624
|
|
|
Thereafter
|
|
41,343
|
|
|
Total
|
|
$
|
121,784
|
|
|
|
March 31, 2019
|
|
December 31,
2018
|
||||
Salaries and benefits
|
|
$
|
29,259
|
|
|
$
|
20,538
|
|
Incentive compensation
|
|
10,656
|
|
|
42,913
|
|
||
Operating lease liability-ST
|
|
7,966
|
|
|
—
|
|
||
Accrued product field action
|
|
4,259
|
|
|
5,316
|
|
||
Third-party inventory
|
|
30
|
|
|
1,089
|
|
||
Consigned inventory
|
|
1,118
|
|
|
1,118
|
|
||
Accrued sales taxes
|
|
2,567
|
|
|
2,941
|
|
||
Restructuring accrual
|
|
1,132
|
|
|
1,046
|
|
||
Deferred revenue
|
|
6,079
|
|
|
3,814
|
|
||
Accrued other taxes
|
|
414
|
|
|
3,213
|
|
||
Accrued professional fees
|
|
12,712
|
|
|
15,996
|
|
||
Legal accrual
|
|
1,261
|
|
|
1,400
|
|
||
Distribution fees
|
|
4,040
|
|
|
3,977
|
|
||
Warranties and returns
|
|
904
|
|
|
1,124
|
|
||
Accrued freight
|
|
10,795
|
|
|
10,953
|
|
||
Contract settlement
|
|
1,667
|
|
|
2,083
|
|
||
Accrued research and development
|
|
—
|
|
|
1,451
|
|
||
Other
|
|
10,006
|
|
|
9,848
|
|
||
|
|
$
|
104,865
|
|
|
$
|
128,820
|
|
|
|
March 31, 2019
|
|
December 31,
2018
|
||||
Contract liabilities
|
|
$
|
11,591
|
|
|
$
|
14,020
|
|
Contract settlement
|
|
1,250
|
|
|
1,667
|
|
||
Operating lease liability-LT
|
|
30,641
|
|
|
—
|
|
||
Benefits
|
|
990
|
|
|
962
|
|
||
Accrued rent
|
|
1,763
|
|
|
1,779
|
|
||
Deferred revenue
|
|
346
|
|
|
468
|
|
||
Other
|
|
1,429
|
|
|
1,696
|
|
||
|
|
$
|
48,010
|
|
|
$
|
20,592
|
|
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains on Cash Flow Hedges
|
|
Other Adjustments
|
|
Total
|
||||||||
Balance as of January 1, 2019
|
|
$
|
(17,682
|
)
|
|
$
|
638
|
|
|
$
|
99
|
|
|
$
|
(16,945
|
)
|
Other comprehensive income before reclassifications
|
|
(1,592
|
)
|
|
768
|
|
|
6
|
|
|
(818
|
)
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
(118
|
)
|
|
—
|
|
|
(118
|
)
|
||||
Other comprehensive (loss) income
|
|
(1,592
|
)
|
|
650
|
|
|
6
|
|
|
(936
|
)
|
||||
Balance as of March 31, 2019
|
|
$
|
(19,274
|
)
|
|
$
|
1,288
|
|
|
$
|
105
|
|
|
$
|
(17,881
|
)
|
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains on Cash Flow Hedges
|
|
Other Adjustments
|
|
Total
|
||||||||
Balance as of January 1, 2018
|
|
$
|
(14,578
|
)
|
|
$
|
(365
|
)
|
|
$
|
(16
|
)
|
|
$
|
(14,959
|
)
|
Other comprehensive income before reclassifications
|
|
15,397
|
|
|
1,993
|
|
|
2
|
|
|
17,392
|
|
||||
Amounts reclassified from AOCI
|
|
—
|
|
|
(179
|
)
|
|
—
|
|
|
(179
|
)
|
||||
Other comprehensive (loss) income
|
|
15,397
|
|
|
1,814
|
|
|
2
|
|
|
17,213
|
|
||||
Balance as of March 31, 2018
|
|
$
|
819
|
|
|
$
|
1,449
|
|
|
$
|
(14
|
)
|
|
$
|
2,254
|
|
•
|
Clave™ needlefree products
, including the MicroClave, MicroClave Clear, and NanoClave™ brand of connectors, accessories, extension and administration sets used for the administration of IV fluids and medications and the Neutron catheter patency device, used to help maintain patency of central venous catheters;
|
•
|
SwabCap
disinfecting cap, used to protect and disinfect any needlefree connector, including competitive brands of connectors;
|
•
|
Tego
hemodialysis connector used to cap and protect hemodialysis central venous catheter hubs; and
|
•
|
NovaCath
™
and SuperCath
™ peripheral IV catheters (PIV).
|
•
|
ChemoLock
CSTD with a proprietary and pharmacy-preferred needlefree connection method, used for the preparation and administration of hazardous drugs. ChemoLock is used to limit the escape of hazardous drug or vapor concentrations, blocks the transfer of environmental contaminants into the system, and eliminates the risk of needlestick injury;
|
•
|
ChemoClave
, an ISO Connection standard and universally compatible CSTD used for the preparation and administration of hazardous drugs. ChemoClave utilizes standard ISO luer locking connections, making it compatible with all brands of needlefree connectors and pump delivery systems. ChemoClave also limits the escape of hazardous drug or vapor concentrations, blocks the transfer of environmental contaminants into the system, and eliminates the risk of needlestick injury; and
|
•
|
Diana
hazardous drug compounding system, an automated sterile compounding system that incorporates ChemoClave and ChemoLock CSTD consumables and IV workflow technology for the accurate, safe, and efficient preparation of hazardous drugs. It is a user-controlled automated system that provides repeatable accuracy of drug mixes and minimizes clinician exposure to hazardous drugs while helping to maintain the sterility of the drugs being mixed.
|
•
|
Including Sodium Chloride, Dextrose, Balanced Electrolyte Solutions, Lactated Ringer's, Ringer's, Mannitol, Sodium Chloride/Dextrose and Sterile Water
|
•
|
Including Sodium Chloride Irrigation, Sterile Water Irrigation, Physiologic Solutions, Ringer's Irrigation, Ringer's Irrigation, Acetic Acid Irrigation, Glycine Irrigation, Sorbitol-Mannitol Irrigation, Flexible Containers and Pour Bottle Options
|
•
|
Plum 360™
:
The Plum 360™ infusion pump is an ICU Medical MedNet™ ready large volume infusion pump with an extensive drug library and wireless capability. Plum 360 was named the 2018 Best in KLAS winner as top-performing IV smart pump and is the first medical device to be awarded UL Cybersecurity Assurance Program Certification; and
|
•
|
LifeCare PCA™
: The LifeCare PCA infusion pump is an ICU Medical MedNet™ ready patient-controlled analgesia pump (PCA), providing complete IV-EHR interoperability since 2016.
|
•
|
ICU Medical MedNet
™: ICU Medical MedNet is an enterprise-class medication management platform for any sized healthcare system that can help reduce medication errors, improve quality of care, streamline workflows and maximize revenue capture. ICU Medical MedNet connects our industry-leading smart pumps to a hospital’s Electronic Health Records (EHR), asset tracking systems, and alarm notification platforms with the largest array of integration partners.
|
•
|
In addition to the products above, our teams of clinical, information technology, and professional services experts work with customers to develop and deliver safe and efficient infusion systems, providing customized and personalized configuration, implementation, and data analytics services to complement our infusion hardware and software.
|
•
|
Cogent™ 2-in-1 hemodynamic monitoring system
|
•
|
CardioFlo™ hemodynamic monitoring system
|
•
|
TDQ™ and OptiQ™ cardiac output monitoring catheters
|
•
|
Transpac™ blood pressure transducers
|
•
|
SafeSet™ closed blood sampling and conservation system
|
|
Three months ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
$
|
|
% of Revenue
|
|
$
|
|
% of Revenue
|
||||||
Domestic
|
$
|
247.2
|
|
|
75
|
%
|
|
$
|
281.6
|
|
|
76
|
%
|
International
|
83.7
|
|
|
25
|
%
|
|
90.4
|
|
|
24
|
%
|
||
Total Revenue
|
$
|
330.9
|
|
|
100
|
%
|
|
$
|
372.0
|
|
|
100
|
%
|
|
Three months ended
March 31, |
||||
|
2019
|
|
2018
|
||
Total revenue
|
100
|
%
|
|
100
|
%
|
Gross margin
|
41
|
%
|
|
40
|
%
|
Selling, general and administrative expenses
|
22
|
%
|
|
23
|
%
|
Research and development expenses
|
4
|
%
|
|
3
|
%
|
Restructuring and strategic transaction
|
7
|
%
|
|
6
|
%
|
Change in fair value of contingent earn-out
|
(2
|
)%
|
|
(1
|
)%
|
Contract settlement
|
1
|
%
|
|
8
|
%
|
Total operating expenses
|
32
|
%
|
|
39
|
%
|
Income from operations
|
9
|
%
|
|
1
|
%
|
Interest expense
|
—
|
%
|
|
—
|
%
|
Other income, net
|
1
|
%
|
|
—
|
%
|
Income before income taxes
|
10
|
%
|
|
1
|
%
|
(Provision) Benefit for income taxes
|
(1
|
)%
|
|
—
|
%
|
Net income
|
9
|
%
|
|
1
|
%
|
|
Three months ended
March 31, |
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Infusion Consumables
|
$
|
120.5
|
|
|
$
|
119.9
|
|
|
$
|
0.6
|
|
|
0.5
|
%
|
|
Three months ended
March 31, |
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
IV Solutions
|
$
|
113.2
|
|
|
$
|
144.4
|
|
|
$
|
(31.2
|
)
|
|
(21.6
|
)%
|
|
Three months ended
March 31, |
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Infusion Systems
|
$
|
84.3
|
|
|
$
|
93.4
|
|
|
$
|
(9.1
|
)
|
|
(9.7
|
)%
|
|
Three months ended
March 31, |
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
Critical Care
|
$
|
12.9
|
|
|
$
|
14.3
|
|
|
$
|
(1.4
|
)
|
|
(9.8
|
)%
|
|
Three months ended
March 31, |
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
SG&A
|
$
|
72.6
|
|
|
$
|
85.0
|
|
|
$
|
(12.4
|
)
|
|
(14.6
|
)%
|
|
Three months ended
March 31, |
|||||||||||||
|
2019
|
|
2018
|
|
$ Change
|
|
% Change
|
|||||||
R&D
|
$
|
12.8
|
|
|
$
|
12.6
|
|
|
$
|
0.2
|
|
|
1.6
|
%
|
|
Three months ended
March 31, |
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
|
||||||
Investing Cash Flows:
|
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
$
|
(28,671
|
)
|
|
$
|
(26,544
|
)
|
|
$
|
(2,127
|
)
|
(1)
|
Proceeds from sale of assets held-for-sale
|
—
|
|
|
13,000
|
|
|
$
|
(13,000
|
)
|
(2)
|
||
Proceeds from sale of assets
|
16
|
|
|
—
|
|
|
16
|
|
|
|||
Intangible asset additions
|
(1,949
|
)
|
|
(1,899
|
)
|
|
(50
|
)
|
|
|||
Purchases of investment securities
|
(4,409
|
)
|
|
(4,478
|
)
|
|
69
|
|
(3)
|
|||
Proceeds from sale of investment securities
|
24,500
|
|
|
4,900
|
|
|
19,600
|
|
(4)
|
|||
Net cash used in investing activities
|
$
|
(10,513
|
)
|
|
$
|
(15,021
|
)
|
|
$
|
4,508
|
|
|
(2)
|
In 2018, we sold the land and building related to our Dominican Republic manufacturing facilities acquired as part of the 2017 HIS acquisition.
|
(3)
|
Our purchases of investment securities will vary from period to period based on current cash needs, planning for known future transactions and due to changes in our investment strategy.
|
|
Three months ended
March 31, |
|
|
|
||||||||
|
2019
|
|
2018
|
|
Change
|
|
||||||
Financing Cash Flows:
|
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
$
|
925
|
|
|
$
|
3,155
|
|
|
$
|
(2,230
|
)
|
(1)
|
Tax withholding payments related to net share settlement of equity awards
|
(18,157
|
)
|
|
(5,338
|
)
|
|
(12,819
|
)
|
(2)
|
|||
Net cash used in financing activities
|
$
|
(17,232
|
)
|
|
$
|
(2,183
|
)
|
|
$
|
(15,049
|
)
|
|
•
|
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
|
•
|
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; 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 United States; planned new orders for semi-automated or fully automated assembly machines for new products; 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; growth of our Clave products in future years; design features of Clave products; the outcome of our strategic initiatives; regulatory approvals and compliance; outcome 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; capital expenditures; plans to convert existing space; acquisitions of other businesses or product lines, indemnification liabilities and contractual liabilities.
|
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
|
|
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)
|
||||||
01/01/2019 — 01/31/2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
02/01/2019 — 02/28/2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
03/01/2019 — 03/31/2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
7,169,000
|
|
First quarter of 2019 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.
|
(Registrant)
|
|
|
|
|
|
/s/ Scott E. Lamb
|
Date:
|
May 10, 2019
|
Scott E. Lamb
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
Exhibit
10.1
|
|
Letter agreement between the Registrant and Alison Burcar, effective April 1, 2019.
|
|
|
|
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.
|
I have reviewed this quarterly report on Form 10-Q of ICU Medical, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
|
May 10, 2019
|
/s/ Vivek Jain
|
|
|
Chief Executive Officer
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of ICU Medical, Inc.;
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2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 10, 2019
|
/s/ Scott E. Lamb
|
|
|
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 10, 2019
|
/s/ Vivek Jain
|
|
Vivek Jain
|
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
May 10, 2019
|
/s/ Scott E. Lamb
|
|
Scott E. Lamb
|
|