DEI Document
DEI Document - shares | 3 Months Ended | |
Mar. 31, 2017 | Apr. 30, 2017 | |
Entity Information [Line Items] | ||
Entity Registrant Name | ICU MEDICAL INC/DE | |
Entity Central Index Key | 883,984 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 19,799,799 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 201,862 | $ 445,082 | [1] |
Accounts receivable, net of allowance for doubtful accounts of $1,121 at September 30, 2016 and $1,101 at December 31, 2015 | 137,699 | 56,161 | [1] |
Inventories | 445,684 | 49,264 | [1] |
Prepaid income taxes | 12,196 | 11,235 | [1] |
Prepaid expenses and other current assets | 86,594 | 7,355 | [1] |
Assets held-for-sale | 2,508 | 0 | [1] |
Total current assets | 886,543 | 569,097 | [1] |
PROPERTY AND EQUIPMENT, net | 377,756 | 85,696 | [1] |
GOODWILL | 6,583 | 5,577 | [1] |
INTANGIBLE ASSETS, net | 159,135 | 22,383 | [1] |
DEFERRED INCOME TAXES | 11,196 | 21,935 | [1] |
Other Assets, Noncurrent | 31,823 | 0 | [1] |
TOTAL ASSETS | 1,473,036 | 704,688 | [1] |
CURRENT LIABILITIES: | |||
Accounts payable | 37,427 | 14,641 | [1] |
Accrued liabilities | 121,638 | 25,896 | [1] |
Accrued Income Taxes, Current | 1,614 | 0 | [1] |
Total current liabilities | 160,679 | 40,537 | [1] |
LONG-TERM LIABILITIES | 68,832 | 1,107 | [1] |
DEFERRED INCOME TAXES | 6,214 | 1,370 | [1] |
INCOME TAX LIABILITY | 1,519 | 1,519 | [1] |
COMMITMENTS AND CONTINGENCIES | 0 | 0 | |
Business Combination, Contingent Consideration, Liability, Noncurrent | 19,000 | 0 | [1] |
Long-term Debt, Gross | 75,000 | 0 | [1] |
STOCKHOLDERS' EQUITY: | |||
Convertible preferred stock, $1.00 par value Authorized-500 shares; Issued and outstanding - none | 0 | 0 | [1] |
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 | 1,980 | 1,633 | [1] |
Additional paid-in capital | 586,212 | 162,828 | [1] |
Treasury Stock, at cost - 0 shares at September 30, 2016 and 0 shares at December 31, 2015 | 0 | (14) | [1] |
Retained earnings | 572,843 | 516,980 | [1] |
Accumulated other comprehensive loss | (19,243) | (21,272) | [1] |
Total stockholders' equity | 1,141,792 | 660,155 | [1] |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,473,036 | 704,688 | [1] |
Allowance for doubtful accounts | $ 1,096 | $ 1,073 | |
Convertible preferred stock, par value | $ 1 | $ 1 | |
Convertible preferred stock, authorized shares | 500,000 | 500,000 | |
Convertible preferred stock, issued shares | 0 | 0 | |
Convertible preferred stock, outstanding shares | 0 | 0 | |
Common stock, par value | $ 0.10 | $ 0.10 | |
Common stock, shares authorized | 80,000,000 | 80,000,000 | |
Common stock, shares issued | 19,798,000 | 16,338,000 | |
Common stock, shares outstanding | 19,798,000 | 16,338,000 | |
Treasury Stock, Shares | 0 | 0 | |
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
REVENUES: | ||
Net sales | $ 231,788 | $ 89,849 |
Other | 15,951 | 6 |
TOTAL REVENUE | 247,739 | 89,855 |
COST OF GOODS SOLD | 158,794 | 40,622 |
GROSS PROFIT | 88,945 | 49,233 |
OPERATING EXPENSES: | ||
Selling, general and administrative | 64,886 | 21,975 |
Research and development | 11,641 | 3,313 |
Restructuring and strategic transaction | 29,401 | 0 |
TOTAL OPERATING EXPENSES | 105,928 | 25,288 |
INCOME FROM OPERATIONS | (16,983) | 23,945 |
BARGAIN PURCHASE GAIN | 63,237 | 0 |
OTHER INCOME, net | (406) | 147 |
INCOME BEFORE INCOME TAXES | 45,848 | 24,092 |
PROVISION FOR INCOME TAXES | 10,015 | (5,932) |
NET INCOME | $ 55,863 | $ 18,160 |
NET INCOME PER SHARE | ||
Basic (in dollars per share) | $ 3.03 | $ 1.13 |
Diluted (in dollars per share) | $ 2.86 | $ 1.08 |
WEIGHTED AVERAGE NUMBER OF SHARES | ||
Basic (in shares) | 18,439 | 16,042 |
Diluted (in shares) | 19,549 | 16,870 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Net income | $ 55,863 | $ 18,160 |
Other comprehensive (loss) income, 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 | (2,029) | (4,099) |
TOTAL COMPREHENSIVE INCOME | 57,892 | 22,259 |
Other Comprehensive (Loss) Income, Tax | $ 48 | $ 1,159 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 55,863 | $ 18,160 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 11,594 | 4,801 | |
Provision for doubtful accounts | 13 | 0 | |
Provision for warranty and returns | 1,286 | 39 | |
Stock compensation | 4,006 | 3,808 | |
Loss (gain) on disposal of property and equipment | 18 | (1) | |
Bond premium amortization | 0 | 528 | |
Bargain purchase gain | (63,237) | 0 | |
Cash provided by (used in) changes in operating assets and liabilities | |||
Accounts receivable | (82,266) | 2,552 | |
Inventories | 22,233 | (4,866) | |
Prepaid expenses and other assets | (66,573) | (3,474) | |
Accounts payable | 11,456 | (1,383) | |
Accrued liabilities | 39,907 | (8,014) | |
Income taxes, including excess tax benefits and deferred income taxes | (10,909) | 5,145 | |
Net cash provided by operating activities | (76,609) | 17,295 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (16,396) | (3,963) | |
Proceeds from sale of asset | 0 | 1 | |
Business acquisitions, net of cash acquired | (157,097) | 0 | |
Intangible assets additions | (410) | (219) | |
Purchases of investment securities | 0 | (7,061) | |
Proceeds from sale of investment securities | 0 | 11,802 | |
Net cash (used in) provided by investing activities | (173,903) | 560 | |
Proceeds from Issuance of Debt | 75,000 | 0 | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 8,992 | 5,421 | |
Proceeds from employee stock purchase plan | 1,326 | 1,197 | |
Purchase of treasury stock | (3,718) | (16,897) | |
Net cash provided by financing activities | 6,600 | (10,279) | |
Effect of exchange rate changes on cash | 692 | 3,630 | |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (243,220) | 11,206 | |
CASH AND CASH EQUIVALENTS, beginning of period | 445,082 | [1] | 336,164 |
CASH AND CASH EQUIVALENTS, end of period | 201,862 | 347,370 | |
NON-CASH INVESTING ACTIVITIES | |||
Capital Expenditures Incurred but Not yet Paid | 437 | 522 | |
Fair Value of Assets Acquired | 881,732 | 0 | |
estimated working capital adjustment | 7,512 | 0 | |
Business Combination, Contingent Consideration, Liability, Noncurrent | (19,000) | ||
Business Combination, Consideration Transferred, Equity Issued, Fair Value | (413,139) | 0 | |
BARGAIN PURCHASE GAIN | (63,237) | 0 | |
Goodwill, Acquired During Period | 1,015 | 0 | |
Liabilities Assumed | $ 162,786 | $ 0 | |
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Basis of Presentation_
Basis of Presentation: | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation [Text Block] | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S.") and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and reflect all adjustments, consisting of only normal recurring adjustments, which are, in the opinion of management, necessary for a fair statement of the consolidated results for the interim periods presented. Results for the interim period are not necessarily indicative of results for the full year. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K of ICU Medical, Inc., ("ICU") a Delaware corporation, filed with the SEC for the year ended December 31, 2016 . We are engaged in the development, manufacturing and sale of innovative medical devices used in infusion therapy, and critical care markets. We sell the majority of our products through our direct sales force and through independent distributors throughout the U. S. and internationally. Additionally, we sell our products on an original equipment manufacturer basis to other medical device manufacturers. All subsidiaries are wholly owned and are included in the condensed consolidated financial statements. All intercompany balances and transactions have been eliminated. During the second quarter of 2016, we adopted Accounting Standard Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This update required excess tax benefits or deficiencies to be recognized in income tax expense instead of recorded to additional paid in capital. Also, the assumed proceeds from applying the treasury stock method when computing earnings per share no longer includes the amount of excess tax benefits or deficiencies. The update also required that the excess tax benefits or deficiencies be classified as an operating cash flow line item instead of a financing cash flow line item in our condensed consolidated statement of cash flows. The requirements of the update were to be reflected as of the beginning of the fiscal year regardless in which interim period actually adopted, accordingly certain line-items in our condensed consolidated financial statements for the three months ended March 31, 2016 have been adjusted from previously reported amounts. Provision for income taxes and net income were adjusted by $2.3 million ; weighted average common and common equivalent shares outstanding was adjusted by 314,000 shares; basic earnings per share was adjusted to $1.13 from $0.99 ; and diluted earnings per share was adjusted to $1.08 from $0.96 . In addition, we adjusted net cash provided by operating and financing cash flows by $2.5 million . |
New Accounting Pronouncements_
New Accounting Pronouncements: | 3 Months Ended |
Mar. 31, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | New Accounting Pronouncements Recently Adopted Accounting Standards In July 2015, the FASB issued No. ASU No. 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 changes the measurement of inventory within the scope of the ASU (e.g. FIFO or average cost) from lower of cost or market to lower of cost and net realizable value ("NRV"). NRV is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Prior to the ASU, U.S. generally accepted accounting principles required an entity to measure inventory at the lower of cost or market. Market is measured using replacement cost unless it is above NRV (commonly referred to as “ceiling”) or below NRV less an approximately normal profit margin (commonly referred to as “floor”). For inventory within its scope, the ASU eliminates the notions of replacement cost and NRV less a normal profit margin, which is intended to simplify the accounting for inventory. The amendments are effective prospectively for the fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2016. We adopted this ASU on January 1, 2017. This ASU did not have a material impact on our condensed consolidated financial statements. Recently Issued Accounting Standards In January 2017, the FASB issued No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update remove the second step of the impairment test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The amendments in ASU 2017-04 are effective for the annual or interim impairment test in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. This ASU is not expected to have a material impact on our condensed consolidated financial statements or related foot note disclosures. In January 2017, the FASB issued No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update provide a screen to determine when a set (integrated set of assets and activities) is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. The amendments in ASU 2017-01 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The amendments in this Update should be applied prospectively on or after the effective date. This ASU is not expected to have a material impact on our condensed consolidated financial statements or related foot note disclosures. In October 2016, the FASB issued No. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Current generally accepted accounting principles prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until after the asset has been sold to an outside party. The amendments in ASU 2016-16 eliminates this prohibition, accordingly an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Amendments in this update are effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted in the first interim period of an annual reporting period. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In August 2016, the FASB issued No. ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides specific guidance on eight cash flow issues where current guidance is unclear or does not include any specifics on classification. The eight specific cash flow issues are: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with zero coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in ASU 2016-15 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. Early adoption is permitted. If adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. Amendments should be applied using a retrospective transition method to each period presented. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In June 2016, the FASB issued No. ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update amends the FASB's guidance on the impairment of financial instruments by requiring timelier recording of credit losses on loans and other financial instruments. The ASU adds an impairment model that is based on expected losses rather than incurred losses. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this update will be effective for fiscal years beginning after December 15, 2019. Early adoption is permitted as of the fiscal years beginning after December 15, 2018. The updated guidance requires a modified retrospective adoption. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In February 2016, the FASB issued No. ASU 2016-02, Leases (Topic 842). The amendments in this update require an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments in this update will be effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In January 2016, the FASB issued No. ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. This amendment requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in the consolidation of the investee). The amendments in this update will be effective for fiscal years beginning after December 15, 2017. Early adoption of the amendments is not permitted with the exception of the provision requiring the recognition in other comprehensive income the fair value change from instrument-specific credit risk measured using the fair value option for financial instruments. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. This guidance requires that an entity depict the consideration by applying a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. On April 1, 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard, ASU 2014-09. On July 15, 2015, the FASB affirmed these changes, which requires public entities to apply the amendments in ASU 2014-09 for annual reporting beginning after December 15, 2017. Early adoption is permitted beginning after December 31, 2016, the original effective date in ASU 2014-09. Subsequent to the issuance of this ASU, the FASB issued three amendments: ASU No. 2016-08 which clarifies principal versus agent considerations; ASU 2016-10 which clarifies guidance related to identifying performance obligations and licensing implementation; and ASU 2016-12 which provides narrow-scope improvements and practical expedients. All of the amendments have the same effective dates mentioned above. We previously disclosed that we did not anticipate a material impact on our consolidated financial statements from adoption of any of the above. We will reassess these ASUs with consideration to their impact on Hospira Infusion Systems ("HIS"). We expect to adopt the full retrospective transition method when adopting this ASU. |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Recently Issued Accounting Standards In January 2017, the FASB issued No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments in this update remove the second step of the impairment test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. The amendments in ASU 2017-04 are effective for the annual or interim impairment test in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. This ASU is not expected to have a material impact on our condensed consolidated financial statements or related foot note disclosures. In January 2017, the FASB issued No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments in this update provide a screen to determine when a set (integrated set of assets and activities) is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. The amendments in ASU 2017-01 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. The amendments in this Update should be applied prospectively on or after the effective date. This ASU is not expected to have a material impact on our condensed consolidated financial statements or related foot note disclosures. In October 2016, the FASB issued No. ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Current generally accepted accounting principles prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until after the asset has been sold to an outside party. The amendments in ASU 2016-16 eliminates this prohibition, accordingly an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. Amendments in this update are effective for annual reporting periods beginning after December 15, 2017. Early adoption is permitted in the first interim period of an annual reporting period. The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In August 2016, the FASB issued No. ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 provides specific guidance on eight cash flow issues where current guidance is unclear or does not include any specifics on classification. The eight specific cash flow issues are: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with zero coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies, including bank-owned policies; distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The amendments in ASU 2016-15 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2017. Early adoption is permitted. If adopted in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. Amendments should be applied using a retrospective transition method to each period presented. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In June 2016, the FASB issued No. ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This update amends the FASB's guidance on the impairment of financial instruments by requiring timelier recording of credit losses on loans and other financial instruments. The ASU adds an impairment model that is based on expected losses rather than incurred losses. The ASU also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The amendments in this update will be effective for fiscal years beginning after December 15, 2019. Early adoption is permitted as of the fiscal years beginning after December 15, 2018. The updated guidance requires a modified retrospective adoption. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In February 2016, the FASB issued No. ASU 2016-02, Leases (Topic 842). The amendments in this update require an entity to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses will depend on classification as finance or operating lease. The amendments also require certain quantitative and qualitative disclosures about leasing arrangements. The amendments in this update will be effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The updated guidance requires a modified retrospective adoption. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In January 2016, the FASB issued No. ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends certain aspects of recognition, measurement, presentation and disclosure of financial instruments. This amendment requires all equity investments to be measured at fair value with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those that result in the consolidation of the investee). The amendments in this update will be effective for fiscal years beginning after December 15, 2017. Early adoption of the amendments is not permitted with the exception of the provision requiring the recognition in other comprehensive income the fair value change from instrument-specific credit risk measured using the fair value option for financial instruments. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. This guidance requires that an entity depict the consideration by applying a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. On April 1, 2015, the FASB voted for a one-year deferral of the effective date of the new revenue recognition standard, ASU 2014-09. On July 15, 2015, the FASB affirmed these changes, which requires public entities to apply the amendments in ASU 2014-09 for annual reporting beginning after December 15, 2017. Early adoption is permitted beginning after December 31, 2016, the original effective date in ASU 2014-09. Subsequent to the issuance of this ASU, the FASB issued three amendments: ASU No. 2016-08 which clarifies principal versus agent considerations; ASU 2016-10 which clarifies guidance related to identifying performance obligations and licensing implementation; and ASU 2016-12 which provides narrow-scope improvements and practical expedients. All of the amendments have the same effective dates mentioned above. We previously disclosed that we did not anticipate a material impact on our consolidated financial statements from adoption of any of the above. We will reassess these ASUs with consideration to their impact on Hospira Infusion Systems ("HIS"). We expect to adopt the full retrospective transition method when adopting this ASU. |
Acquisition and Strategic Trans
Acquisition and Strategic Transaction (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Acquisitions and Strategic Transaction Expenses Acquisitions On February 1, 2017, we acquired 100% interest in Fannin (UK) Limited ("Fannin") for total consideration of approximately $1.5 million . Fannin provides infusion therapy consumable products to the healthcare sector in the United Kingdom and Ireland. On February 3, 2017, we acquired 100% interest in Pfizer Inc.’s (“Pfizer”) HIS business for total cash consideration of approximately $260.0 million (net of estimated working capital adjustments paid at closing), which was financed with existing cash balances and a $75 million three-year interest-only seller note. We also issued 3.2 million shares of our common stock. The fair value of the common shares issued to Pfizer was determined based on the closing price of our common shares on the issuance date, discounted to reflect a contractual lock-up period whereby Pfizer cannot transfer the shares, subject to certain exceptions, until the earlier of (i) the expiration of Pfizer’s services to us in the related transitional services agreement or (ii) eighteen months from the closing date. Additionally, Pfizer also may be entitled up to an additional $225 million in cash contingent consideration based on the achievement of performance targets for the combined company for the three years ending December 31, 2019 ("Earnout Period"). In the event that the sum of our Adjusted EBITDA as defined in the Amended and Restated Stock and Asset Purchase Agreement between us and Pfizer (the “HIS Purchase Agreement”) for the three years in the Earnout Period (the "Cumulative Adjusted EBITDA") is equal to or exceeds approximately $1 billion ("the "Earnout Target"), then Pfizer will be entitled to receive the full amount of the earnout. In the event that the Cumulative Adjusted EBITDA is equal to or greater than 85% of the Earnout Target (but less than the Earnout Target), Pfizer will be entitled to receive the corresponding percentage of the earnout. In the event that the Cumulative Adjusted EBITDA is less than 85% of the Earnout Target, then no earnout amount will be earned by Pfizer. The fair value of the contingent consideration was determined using a Monte Carlo simulation model. The model includes several assumptions including the probability of achieving the Cumulative Adjusted EBITDA, market price of risk and asset volatility of comparable companies. We believe that the acquisition of the HIS business, which includes IV pumps, solutions and consumable devices complements our pre-existing business by creating a company that has a complete infusion therapy product portfolio. We believe that the acquisition significantly enhances our global footprint and platform for continued competitiveness and growth. With the acquisition of HIS, pre-existing long-term supply and distribution contracts between ICU and HIS were effectively terminated. Deferred Closings In the HIS Purchase Agreement, we agreed with Pfizer to defer the local closing of the HIS business in certain foreign jurisdictions (the “Deferred Closing Businesses”) for periods ranging by jurisdiction from 3 to 12 months after the February 3, 2017 closing date (the "Deferred Closing Period"). The net assets in these jurisdictions represent an immaterial portion of the total HIS business net assets. At the February 3, 2017 HIS business transaction closing, we entered into a Net Economic Benefit Agreement with Pfizer under which we agreed that (i) during the Deferred Closing Period, the economic benefits and burdens of the Deferred Closing Businesses are for our account, and we are to be treated as the beneficial owner of the Deferred Closing Businesses and (ii) Pfizer would continue to operate the Deferred Closing Businesses under our direction. Preliminary Purchase Price The following table summarizes the preliminary purchase price, subject to working capital adjustments, and the preliminary allocation of the purchase price related to the assets and liabilities purchased (in thousands): Estimated cash consideration for acquired assets $ 177,527 Fair value of Seller Note 75,000 Preliminary fair value of contingent consideration payable to Pfizer (long-term) 19,000 Issuance of ICU Medical, Inc. common shares: Number of shares issued to Pfizer 3,200 Price per share (ICU's trading closing share price on the Closing Date) $ 140.75 Fair value of ICU shares issued to Pfizer $ 450,400 Less: Preliminary discount due to lack of marketability of 8.3% (37,261 ) Equity portion of purchase price 413,139 Total estimated consideration to be paid $ 684,666 Preliminary Purchase Price Allocation: Cash and cash equivalents $ 29,475 Trade receivables 362 Inventories 417,317 Prepaid expenses and other assets 4,766 Property and equipment 288,486 Intangible assets (1) 139,000 Other assets 31,283 Accounts payable (12,381 ) Accrued liabilities (54,794 ) Long-term liabilities (2) (68,510 ) Total identifiable net assets acquired $ 775,004 Deferred tax liability (27,101 ) Estimated Gain on Bargain Purchase (63,237 ) Estimated Purchase Consideration $ 684,666 ______________________________ (1) Preliminary identifiable intangible assets includes $56 million of customer relationships, $44 million of developed technology - pumps and dedicated sets, $34 million of developed technology - consumables, and $5 million of in-process research and development ("IPR&D"). The weighted amortization period for the total identifiable assets is approximately nine years, for customer relationships the weighted amortization period is eight years, for the developed technology - pumps and dedicated sets the weighted amortization period is ten years and for the developed technology - consumables the weighted amortization period is twelve years. The IPR&D has an indefinite life until the associated research and development efforts are complete. (2) Preliminary long-term liabilities primarily consisted of contract liabilities, product liabilities and long-term employee benefits. The fair value of the assets acquired and liabilities assumed exceeded the fair value of the consideration to be paid resulting in a bargain purchase gain. Before recognizing a gain on a bargain purchase, we reassessed the methods used in the purchase accounting and verified that we had identified all of the assets acquired and all of the liabilities assumed, and that there were no additional assets or liabilities to be considered. We also reevaluated the fair value of the contingent consideration transferred to determine that it was appropriate. We determined that the bargain purchase gain was primarily attributable to potential future restructuring made necessary due to the current level of sales demand which did not qualify to be recorded as a liability in the application of acquisition accounting. Restructuring costs, if incurred, would be expensed in future periods. The bargain purchase gain is separately stated below income from operations in the accompanying condensed consolidated statements of income for the three months ended March 31, 2017. The above purchase price and purchase price allocation are preliminary and subject to future revision as the acquired assets and liabilities assumed are dependent upon the finalization of the related valuations. The identifiable intangible assets and other long-lived assets acquired have been valued as Level 3 assets at fair market value. The estimated fair value of identifiable intangible assets were developed using the income approach and are based on critical estimates, judgments and assumptions derived from: analysis of market conditions; discount rate; discounted cash flows; royalty rates; customer retention rates; and estimated useful lives. Fixed assets were valued with the consideration of remaining economic lives. The raw materials inventory was valued at historical cost and adjusted for any obsolescence, the work in process was valued at estimated sales proceeds less costs to complete and costs to sell, and finished goods inventory was valued at estimated sales proceeds less costs to sell. The prepaid expenses and other current assets and assumed liabilities were recorded at their carrying values as of the date of the acquisition, as their carrying values approximated their fair values due to their short-term nature. We did not disclose the proforma revenue and earnings information required by ASC 805, Business Combinations as preparation of the information was not practicable. The HIS business is a carve-out of Pfizer's business and the standalone data for the prior year reporting period was not available. Strategic Transaction Expenses We incurred and expensed $21.1 million in transaction costs during the three months ended March 31, 2017. The transaction costs were primarily related to our acquisition of the HIS business. |
Other Revenue (Notes)
Other Revenue (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Other Revenue [Abstract] | |
Other Revenue | Other Revenue As part of the HIS business acquisition, the closing of certain foreign jurisdictions were deferred, as such, we entered into a Net Economic Benefit agreement with Pfizer (see Note 3: Acquisitions and Strategic Transaction Expenses). Our other revenue includes $11.2 million related to these net economic benefit entities. |
Restructuring Charges (Notes)
Restructuring Charges (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring Charges [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Charges During the three months ended March 31, 2017, we incurred restructuring charges related to the acquisition of the HIS business (see Note 3: Acquisitions and Strategic Transaction Expenses). The restructuring charges were incurred as a result of integrating the acquired operations into our business and include severance costs related to involuntary employee terminations and facility exit costs related to the closure of the Dominican Republic manufacturing facilities acquired from Pfizer. We expect to complete these restructuring activities by the end of 2017. We estimate that we will incur additional charges in regard to these restructuring activities in the range of $2.7 million to $3.2 million . During the year ended December 31, 2015, we incurred restructuring charges related to an agreement with Dr. Lopez, a member of our Board of Directors and a former employee in our research and development department, pursuant to which we bought out Dr. Lopez's right to employment under his then-existing employment agreement. The buy-out, including payroll taxes, is paid in equal monthly installments until December 2020. The following table summarizes the details of changes in our restructuring-related accrual for the period ending March 31, 2017 (in thousands): Accrued Balance December 31, 2016 Charges Incurred Payments Other Adjustments Accrued Balance March 31, 2017 Severance pay and benefits $ 53 $ 6,211 $ (2,470 ) $ (17 ) $ 3,777 Employment agreement buyout 1,477 — (93 ) — 1,384 Facility closure expenses — 2,103 (2,103 ) — — $ 1,530 $ 8,314 $ (4,666 ) $ (17 ) $ 5,161 |
Net Income Per Share_
Net Income Per Share: | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Share [Text Block] | Net Income Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period plus dilutive securities. Dilutive securities include outstanding common stock options and unvested restricted stock units, less the number of shares that could have been purchased with the proceeds from the exercise of the options, using the treasury stock method. Options that are anti-dilutive, where their exercise price exceeds the average market price of the common stock are not included in the treasury stock method calculation. There were 6,239 anti-dilutive securities for the three months ended March 31, 2017 and no anti-dilutive securities for the three months ended March 31, 2016, respectively. The following table presents the calculation of net earnings per common share (“EPS”) — basic and diluted (in thousands, except per share data): Three months ended 2017 2016 Net income (1) $ 55,863 $ 18,160 Weighted-average number of common shares outstanding (for basic calculation) 18,439 16,042 Dilutive securities (1) 1,110 828 Weighted-average common and common equivalent shares outstanding (for diluted calculation) (1) 19,549 16,870 EPS — basic $ 3.03 $ 1.13 EPS — diluted $ 2.86 $ 1.08 ______________________________ (1) Net income, dilutive securities and weighted average common and common equivalent shares outstanding for the three months ended March 31, 2016 were adjusted from previously reported amounts due to the adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting in the second quarter of 2016 (see Note 1: Basis of Presentation). |
Fair Value Measurement_
Fair Value Measurement: | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Fair Value Measurement Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. There are three levels of inputs that may be used to measure fair value: • 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. In accordance with ASC 805, business combination accounting guidance, contingent consideration, such as earn-outs, are recorded as a liability at the acquisition date fair value and any subsequent changes in fair value are recognized in earnings for each reporting period. Pfizer may be entitled up to $225 million in cash if certain performance targets for the combined company for the three years ending December 31, 2019 are achieved. The initial estimated fair value of the earn-out was determined to be $19 million . The initial fair value of the earn-out was determined using a Monte Carlo simulation model. The model includes several assumptions including the probability of achieving the targeted adjusted EBITDA, market price of risk and asset volatility of comparable companies. At each reporting date subsequent to the acquisition we will remeasure the earn-out and recognize any changes in value. If the probability of achieving the performance target is significantly greater than initially anticipated, the realization of an additional liability and related expense will have a significant impact on our financial statements in the period recognized. Our contingent earn-out liability is separately stated in our condensed consolidated balance sheets. The assets related to our Dominican Republic manufacturing facilities are classified as assets held-for-sale. These assets are separately stated in our condensed consolidated balance sheet. The fair value of these assets was determined as part of the HIS business valuation and was based on estimated sales price less costs to sell. There were no transfers between Levels during the three months ended March 31, 2017. Our liabilities measured at fair value on a recurring basis consisted of the following (Level 1, 2 and 3 inputs as defined above) (in thousands): Fair value measurements at March 31, 2017 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) Liabilities: Earn-out liability $ 19,000 $ — $ — $ 19,000 Total Liabilities $ 19,000 $ — $ — $ 19,000 Our assets measured at fair value on a nonrecurring basis consisted of the following (Level 1, 2 and 3 inputs as defined above) (in thousands): Fair value measurements at March 31, 2017 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: Assets held-for-sale $ 2,508 $ — $ — 2,508 Total Assets $ 2,508 $ — $ — $ 2,508 |
Prepaids and Other Current Asse
Prepaids and Other Current Assets (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets [Text Block] | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, 2017 December 31, 2016 Third-party receivables due from Pfizer $ 50,964 $ — Prepaid and other expenses - HIS business acquisition related 19,237 — Prepaid expenses - other 6,311 2,948 Prepaid insurance and property taxes 3,617 1,649 VAT/GST receivable 2,738 1,018 Other 3,727 1,740 $ 86,594 $ 7,355 |
Inventories_
Inventories: | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | Inventories Inventories consisted of the following (in thousands): March 31, 2017 December 31, 2016 Raw material $ 91,405 $ 28,435 Work in process 71,949 4,415 Finished goods 282,330 16,414 Total inventories $ 445,684 $ 49,264 During the quarter ended March 31, 2017, inventories increased significantly due to the acquisition of the HIS business. All acquired inventory was recorded at fair value on February 3, 2017 in accordance with ASC 805, Business Combination guidance (see Note 3: Acquisitions and Strategic Transaction Expenses). During the quarter ended March 31, 2017, we adopted ASU 2015-11, accordingly inventories are stated at lower of cost or net realizable value (see Note 2: New Accounting Pronouncements). |
Property and Equipment_
Property and Equipment: | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment [Text Block] | Property and Equipment Property and equipment consisted of the following (in thousands): March 31, 2017 December 31, 2016 Machinery and equipment $ 216,304 $ 96,536 Land, building and building improvements 201,517 63,524 Molds 49,440 39,014 Computer equipment and software 38,503 26,458 Furniture and fixtures 3,748 3,243 Construction in progress 33,885 15,180 Total property and equipment, cost 543,397 243,955 Accumulated depreciation (165,641 ) (158,259 ) Property and equipment, net $ 377,756 $ 85,696 During the quarter ended March 31, 2017, property and equipment increased significantly due to the acquisition of the HIS business (see Note 3: Acquisitions and Strategic Transaction Expenses). |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | Goodwill and Intangible Assets, Net Goodwill The following table presents the changes in the carrying amount of our goodwill for 2017 (in thousands): Total Balance as of December 31, 2016 $ 5,577 Goodwill acquired 1,015 Other — Currency translation (9 ) Balance as of March 31, 2017 $ 6,583 The acquired goodwill relates to our February 1, 2017 acquisition of Fannin (see Note 3: Acquisitions and Strategic Transaction Expenses). Intangible Assets, Net During the quarter ended March 31, 2017, intangible assets increased significantly due to the acquisition of the HIS business (see Note 3: Acquisitions and Strategic Transaction Expenses). Intangible assets, carried at cost less accumulated amortization and amortized on a straight-lined basis, were as follows (in thousands): Weighted Average March 31, 2017 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 14,910 $ 9,589 $ 5,321 Customer contracts 9 5,995 4,607 1,388 Non-contractual customer relationships 9 63,080 2,125 60,955 Trademarks 4 425 425 — Trade name 15 7,310 731 6,579 Developed technology 11 81,797 1,905 79,892 Total definite-lived intangible assets $ 173,517 $ 19,382 $ 154,135 Indefinite-lived IPR&D 5,000 — 5,000 Total intangible assets $ 178,517 $ 19,382 $ 159,135 Weighted Average December 31, 2016 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 14,423 $ 9,326 $ 5,097 MCDA contract * 10 8,571 8,571 — Customer contracts 9 5,319 4,512 807 Non-contractual customer relationships 15 7,080 590 6,490 Trademarks 4 425 425 — Trade name 15 7,310 609 6,701 Developed technology 10 3,797 509 3,288 Total $ 46,925 $ 24,542 $ 22,383 *MCDA contract: Manufacturing, Commercialization and Development Agreement with Hospira, Inc., dated May 1, 2005 (the "MCDA”). The MCDA was terminated in connection with the acquisition of the HIS business on February 3, 2017. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. During the three months ended March 31, 2017 and 2016, intangible asset amortization expense was $3.4 million and $0.7 million , respectively. As of March 31, 2017 estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands): Remainder of 2017 $ 13,894 2018 16,834 2019 16,421 2020 16,282 2021 16,200 Thereafter 74,504 Total $ 154,135 |
Accrued Liabilities (Notes)
Accrued Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | Accrued Liabilities and Other Long-term Liabilities Accrued liabilities consist of the following (in thousands): March 31, 2017 December 31, 2016 Salaries and benefits $ 57,580 $ 5,702 Warranties and returns 12,332 — Third-party inventory 7,437 — Outside commissions 7,969 1,141 Restructuring accrual 4,150 423 Incentive compensation 5,297 7,912 Deferred revenue 4,372 — Legal accrual 3,202 4,177 Sales taxes 2,120 1,472 Acquisition-related accrual 1,400 2,750 Other 15,779 2,319 $ 121,638 $ 25,896 Other long-term liabilities consist of the following (in thousands): March 31, 2017 December 31, 2016 Contract liabilities $ 60,792 $ — Benefits 4,401 1,107 Product liability 3,122 — Other 517 — $ 68,832 $ 1,107 |
Income Taxes_
Income Taxes: | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes Income taxes were accrued at an estimated effective tax rate of (22)% and 25% for the three months ended March 31, 2017 and 2016 , respectively. Those rates differ from that computed at the federal statutory rate of 35% . The effective tax rate for the three months ended March 31, 2017 differs from the federal statutory rate of 35% principally because of the effect the mix of U.S. and foreign incomes, state income taxes, tax credits, impact of the gain on bargain purchase, and included material discrete tax benefits related to the adoption of ASU 2016-09. The effective tax rate during the three months ended March 31, 2017 included a material tax benefit of $8.3 million related to the excess tax benefits recognized on stock option exercises and the vesting of restricted stock units during the period. The income tax benefit was treated as a discrete item when determining the annual estimated effective tax rate. The effective tax rate for the three months ended March 31, 2016 was adjusted from the rate reported in our March 31, 2016 quarterly report on Form 10-Q due to the adoption of ASU 2016-09 in the second quarter of 2016 (see Note 1: Basis of Presentation), which requires adjustments to be reflected as of the beginning of a fiscal year. The adjusted effective tax rate includes first quarter excess tax benefits on stock option exercises of $2.3 million recognized as an income tax benefit, which resulted in the difference in the effective tax rate as compared to the federal statutory rate. |
Long-Term Obligations (Notes)
Long-Term Obligations (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
LOng-Term Obligations Disclosure [Abstract] | |
Long-term Debt [Text Block] | Long-Term Obligations 3-Year Interest-Only Senior Note On February 3, 2017, we partially funded the acquisition of the HIS business from Pfizer with a $75 million Seller Note issued by Pfizer (the "Senior Note") contemporaneous with the acquisition. The Senior Note will mature on February 3, 2020 . Long-term obligations consisted of the following at March 31, 2017 (in thousands): March 31, 2017 Senior Note matures in 2020, variable interest rate $ 75,000 Less: current portion of long-term obligations — Long-term obligations, net $ 75,000 Principal payments As of March 31, 2017, aggregate future principal payments for long-term obligations (including any current portion of long-term debt) were as follows (in thousands): Years Ending 2017 $ — 2018 — 2019 — 2020 75,000 Thereafter — Total $ 75,000 The Senior Note is not subject to any required principal payments prior to the maturity date. We may, at our option, upon notice prepay without penalty at any time all, or from time to time any part of, this senior note at 100% of the principal amount, plus accrued but unpaid interest through the repayment date. Interest rate Interest on the Senior Note is variable and will accrue at the London Interbank Offered Rate plus (i) 2.25% per year for the first 12 months, and (ii) 2.50% per annum thereafter. Interest is to be paid every three months following the February 3, 2017 effective date of the Senior Note. Guarantors Our obligations under the Senior Note are unconditionally guaranteed by each of our existing and subsequently acquired or formed wholly-owned domestic subsidiaries, subject to certain exclusions. Debt Covenants The Senior Note has restrictions, beginning on the effective date and thereafter, pertaining to limitations on debt, liens, loans, advances, acquisitions, other investments, dividends, redemptions, repurchases of equity interests, fundamental changes in the line of business, dispositions, transactions with affiliates, dividend and payment restrictions affecting subsidiaries, changes in line of business and accounting changes or change in fiscal year. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Stockholder's Equity Common Stock On February 3, 2017, we acquired the HIS business from Pfizer and as partial consideration, we issued 3.2 million unregistered shares of our common stock to Pfizer. The fair value of the common stock was determined based on the closing price of our common shares on the issuance date, discounted to reflect a contractual lock-up period, whereby Pfizer is prohibited from the transfer of the shares, subject to certain exceptions, until the earlier of (i) the expiration of Pfizer’s services to us in the related transitional services agreement (see Note 17: Collaborative and Other Arrangements) or (ii) eighteen months. Treasury Stock In July 2010, our Board of Directors approved a common stock purchase plan to purchase up to $40.0 million of our common stock. This plan has no expiration date. During the three months ended March 31, 2017, we did not purchase any shares of our common stock under the stock purchase plan. As of March 31, 2017 , the remaining authorized amount under this purchase plan is approximately $7.2 million . We are currently limited on share purchases in accordance with the terms and conditions of our Senior Note with Pfizer, see (Note 13: Long-Term Obligations in our accompanying condensed consolidated financial statements). For the three months ended March 31, 2017 , we withheld 25,745 shares of our common stock from employee vested restricted stock units in consideration for $3.7 million in payments made on the employee's behalf for their minimum statutory income tax withholding obligations. Treasury stock is used to issue shares for stock option exercises, restricted stock grants and employee stock purchase plan stock purchases. |
Commitments and Contingencies_
Commitments and Contingencies: | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies [Text Block] | Commitments and Contingencies Legal Proceedings Beginning in November 2016, purported class actions were filed in the U.S. District Court for the Northern District of Illinois against Pfizer subsidiaries, Hospira, Inc., Hospira Worldwide, Inc. and certain other defendants relating to the intravenous saline solutions part of the HIS business. Plaintiffs seek to represent classes consisting of all persons and entities in the U.S. who directly purchased intravenous saline solution sold by any of the defendants from January 1, 2013 until the time the defendants’ allegedly unlawful conduct ceases. Plaintiffs allege that the defendants’ conduct restricts output and artificially fixes, raises, maintains and/or stabilizes the prices of intravenous saline solution sold throughout the U.S. in violation of federal antitrust laws. Plaintiffs seek treble damages (for themselves and on behalf of the putative classes) and an injunction against defendants for alleged price overcharges for intravenous saline solution in the U.S. since January 1, 2013. On February 3, 2017, we completed the acquisition of the HIS business from Pfizer. This litigation is the subject of a claim for indemnification against us by Pfizer and a cross-claim for indemnification against Pfizer by us under the HIS Purchase Agreement. In addition, in August 2015, the New York Attorney General issued a subpoena to Hospira, Inc. requesting that the company provide information regarding certain business practices in the intravenous solutions part of the HIS business. Separately, in April 2017, we received a grand jury subpoena issued by the United States District Court for the Eastern District of Pennsylvania, in connection with an investigation by the U.S. Department of Justice, Antitrust Division. The subpoena calls for production of documents related to the manufacturing, selling, pricing and shortages of intravenous solutions, including saline, as well as communications among market participants regarding these issues. The Department of Justice investigation is the subject of cross-claims for indemnification by both us and Pfizer under the HIS Purchase Agreement. We will coordinate with Pfizer to produce records to the New York Attorney General and the Department of Justice. From time to time, we are involved in various legal proceedings, most of which are routine litigation, in the normal course of business. Our management does not believe that the resolution of the unsettled legal proceedings that we are involved with will have a material adverse impact on our financial position or results of operations. Off Balance Sheet Arrangements In the normal course of business, we have agreed to indemnify our officers and directors to the maximum extent permitted under Delaware law and to indemnify customers as to certain intellectual property matters or other matters related to sales of our products. There is no maximum limit on the indemnification that may be required under these agreements. Although we can provide no assurances, we have never incurred, nor do we expect to incur, any material liability for indemnification. Contingencies We have a contractual earn-out arrangement in connection with our acquisition of the HIS business, whereby Pfizer may be entitled up to an additional $225 million in cash upon achievement of performance targets for the company for the three years ending December 31, 2019, see (Note 3: Acquisitions and Strategic Transaction Expenses). The amount to be paid cannot be determined until the earn-out period has expired. Commitments As part of the HIS business acquisition, we assumed a number of non-cancellable operating office and industrial leases. Rental expense under operating lease agreements was $1.2 million and $0.1 million for the three months ended March 31, 2017 and 2016, respectively. We also entered into the Senior Note with Pfizer to partially fund the HIS business acquisition (see Note 14: Long-Term Obligations). The following table summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations, as of March 31, 2017 (in thousands): Payments Due By Period Total Remainder of 2017 2018 2019 2020 2021 Long-term debt obligations $ 75,000 $ — $ — $ — $ 75,000 $ — Interest payments on long-term debt obligations 9,015 2,287 3,205 3,223 300 — Operating lease obligations 26,547 6,375 8,133 5,515 3,312 3,212 Purchase obligations (1) 103,716 11,259 4,477 14,005 34,757 39,218 Total contractual obligations $ 214,278 $ 19,921 $ 15,815 $ 22,743 $ 113,369 $ 42,430 ___________________________________ (1) Purchase obligations includes agreements to purchase goods that are enforceable and legally binding. These amounts are not accrued as of March 31, 2017. We are committed to make potential future milestone payments to third parties under distribution agreements. Payments under these agreements are contingent upon achievement of certain developmental, regulatory and/or commercial milestones and are not included in the table above. |
Collaborative and Other Arrange
Collaborative and Other Arrangements (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangement Disclosure [Text Block] | Collaborative and Other Arrangements On February 3, 2017, we entered into two Manufacturing and Supply Agreements ("MSA's"), (i) whereby Pfizer will manufacture and supply us with certain agreed upon products for an initial five-year term with a one-time two-year option to extend and (ii) whereby we will manufacture and supply Pfizer certain agreed upon products for a term of five or ten years depending on the product, also with a one-time two-year option to extend. The MSA's provide each party with mutually beneficial interests and both of the MSA's are to be jointly managed by both Pfizer and ICU. The initial supply price, which will be annually updated, is in full consideration for all costs associated with the manufacture, documentation, packaging and certification of the products. On February 3, 2017, as part of the HIS business acquisition, we entered into an agreement with Pfizer, whereby Pfizer will provide certain transitional services to us for finance, business technology, regulatory, human resources, global operations, procurement, quality and global commercial operation services ("Enabling Function Services"). We pay a monthly service fee for each service provided, and share equally with Pfizer in certain set-up costs and, as applicable, service exit costs. Our share of the set-up costs and service exit costs, in the aggregate, are not to exceed $22.0 million . The service fees are subject to a fee cap of (i) $62.5 million during the initial twelve month period and (ii) $31.3 million during the subsequent six month period. Only the Enabling Function Services are subject to the fee cap, any services provided after expiration of the agreement or services that are not Enabling Function Services may result in service fees outside the fee cap. The service fees are intended to reasonably approximate Pfizer’s cost of providing the Enabling Function Services. We may terminate, in whole only, any particular service and the fee cap would be reduced proportionate to the services terminated. Partial reduction in the provision of any specific service may be made but only with the prior written consent of Pfizer. On February 3, 2017, as part of the HIS business acquisition, we also entered into a reverse transitional services agreement, where we will provide to Pfizer certain transitional services ranging in term from three to eighteen months. Services include support for real estate, research and development, infrastructure, logistics, quality, site operations, safety, commercial and finance, and regulatory support services. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Subsequent Events On May 1, 2017, we agreed to enter into a settlement agreement with one of our distributors, which will result in a settlement payment of $1.3 million . |
New Accounting Pronouncements N
New Accounting Pronouncements New Accounting Pronouncements Adopted (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Inventory, Policy [Policy Text Block] | Recently Adopted Accounting Standards In July 2015, the FASB issued No. ASU No. 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory. ASU 2015-11 changes the measurement of inventory within the scope of the ASU (e.g. FIFO or average cost) from lower of cost or market to lower of cost and net realizable value ("NRV"). NRV is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Prior to the ASU, U.S. generally accepted accounting principles required an entity to measure inventory at the lower of cost or market. Market is measured using replacement cost unless it is above NRV (commonly referred to as “ceiling”) or below NRV less an approximately normal profit margin (commonly referred to as “floor”). For inventory within its scope, the ASU eliminates the notions of replacement cost and NRV less a normal profit margin, which is intended to simplify the accounting for inventory. The amendments are effective prospectively for the fiscal years, and interim reporting periods within those years, beginning on or after December 15, 2016. |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring Charges [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following table summarizes the details of changes in our restructuring-related accrual for the period ending March 31, 2017 (in thousands): Accrued Balance December 31, 2016 Charges Incurred Payments Other Adjustments Accrued Balance March 31, 2017 Severance pay and benefits $ 53 $ 6,211 $ (2,470 ) $ (17 ) $ 3,777 Employment agreement buyout 1,477 — (93 ) — 1,384 Facility closure expenses — 2,103 (2,103 ) — — $ 1,530 $ 8,314 $ (4,666 ) $ (17 ) $ 5,161 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | The following table presents the calculation of net earnings per common share (“EPS”) — basic and diluted (in thousands, except per share data): Three months ended 2017 2016 Net income (1) $ 55,863 $ 18,160 Weighted-average number of common shares outstanding (for basic calculation) 18,439 16,042 Dilutive securities (1) 1,110 828 Weighted-average common and common equivalent shares outstanding (for diluted calculation) (1) 19,549 16,870 EPS — basic $ 3.03 $ 1.13 EPS — diluted $ 2.86 $ 1.08 ______________________________ (1) Net income, dilutive securities and weighted average common and common equivalent shares outstanding for the three months ended March 31, 2016 were adjusted from previously reported amounts due to the adoption of ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting in the second quarter of 2016 (see Note 1: Basis of Presentation). |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Our liabilities measured at fair value on a recurring basis consisted of the following (Level 1, 2 and 3 inputs as defined above) (in thousands): Fair value measurements at March 31, 2017 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) Liabilities: Earn-out liability $ 19,000 $ — $ — $ 19,000 Total Liabilities $ 19,000 $ — $ — $ 19,000 |
Fair Value Measurements, Nonrecurring [Table Text Block] | Our assets measured at fair value on a nonrecurring basis consisted of the following (Level 1, 2 and 3 inputs as defined above) (in thousands): Fair value measurements at March 31, 2017 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: Assets held-for-sale $ 2,508 $ — $ — 2,508 Total Assets $ 2,508 $ — $ — $ 2,508 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following (in thousands): March 31, 2017 December 31, 2016 Raw material $ 91,405 $ 28,435 Work in process 71,949 4,415 Finished goods 282,330 16,414 Total inventories $ 445,684 $ 49,264 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following (in thousands): March 31, 2017 December 31, 2016 Machinery and equipment $ 216,304 $ 96,536 Land, building and building improvements 201,517 63,524 Molds 49,440 39,014 Computer equipment and software 38,503 26,458 Furniture and fixtures 3,748 3,243 Construction in progress 33,885 15,180 Total property and equipment, cost 543,397 243,955 Accumulated depreciation (165,641 ) (158,259 ) Property and equipment, net $ 377,756 $ 85,696 |
Goodwill and Intangible Asset30
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill [Table Text Block] | The following table presents the changes in the carrying amount of our goodwill for 2017 (in thousands): Total Balance as of December 31, 2016 $ 5,577 Goodwill acquired 1,015 Other — Currency translation (9 ) Balance as of March 31, 2017 $ 6,583 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible assets, carried at cost less accumulated amortization and amortized on a straight-lined basis, were as follows (in thousands): Weighted Average March 31, 2017 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 14,910 $ 9,589 $ 5,321 Customer contracts 9 5,995 4,607 1,388 Non-contractual customer relationships 9 63,080 2,125 60,955 Trademarks 4 425 425 — Trade name 15 7,310 731 6,579 Developed technology 11 81,797 1,905 79,892 Total definite-lived intangible assets $ 173,517 $ 19,382 $ 154,135 Indefinite-lived IPR&D 5,000 — 5,000 Total intangible assets $ 178,517 $ 19,382 $ 159,135 Weighted Average December 31, 2016 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 14,423 $ 9,326 $ 5,097 MCDA contract * 10 8,571 8,571 — Customer contracts 9 5,319 4,512 807 Non-contractual customer relationships 15 7,080 590 6,490 Trademarks 4 425 425 — Trade name 15 7,310 609 6,701 Developed technology 10 3,797 509 3,288 Total $ 46,925 $ 24,542 $ 22,383 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued liabilities consist of the following (in thousands): March 31, 2017 December 31, 2016 Salaries and benefits $ 57,580 $ 5,702 Warranties and returns 12,332 — Third-party inventory 7,437 — Outside commissions 7,969 1,141 Restructuring accrual 4,150 423 Incentive compensation 5,297 7,912 Deferred revenue 4,372 — Legal accrual 3,202 4,177 Sales taxes 2,120 1,472 Acquisition-related accrual 1,400 2,750 Other 15,779 2,319 $ 121,638 $ 25,896 Other long-term liabilities consist of the following (in thousands): March 31, 2017 December 31, 2016 Contract liabilities $ 60,792 $ — Benefits 4,401 1,107 Product liability 3,122 — Other 517 — $ 68,832 $ 1,107 |
Long-Term Obligations (Tables)
Long-Term Obligations (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Instrument [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Long-term obligations consisted of the following at March 31, 2017 (in thousands): March 31, 2017 Senior Note matures in 2020, variable interest rate $ 75,000 Less: current portion of long-term obligations — Long-term obligations, net $ 75,000 |
Long-Term Obligations Principal
Long-Term Obligations Principal Payments (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
LOng-Term Obligations Disclosure [Abstract] | |
Schedule of Maturities of Long-term Debt [Table Text Block] | Principal payments As of March 31, 2017, aggregate future principal payments for long-term obligations (including any current portion of long-term debt) were as follows (in thousands): Years Ending 2017 $ — 2018 — 2019 — 2020 75,000 Thereafter — Total $ 75,000 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | The following table summarizes our principal contractual commitments, excluding open orders for purchases that support normal operations, as of March 31, 2017 (in thousands): Payments Due By Period Total Remainder of 2017 2018 2019 2020 2021 Long-term debt obligations $ 75,000 $ — $ — $ — $ 75,000 $ — Interest payments on long-term debt obligations 9,015 2,287 3,205 3,223 300 — Operating lease obligations 26,547 6,375 8,133 5,515 3,312 3,212 Purchase obligations (1) 103,716 11,259 4,477 14,005 34,757 39,218 Total contractual obligations $ 214,278 $ 19,921 $ 15,815 $ 22,743 $ 113,369 $ 42,430 ___________________________________ (1) Purchase obligations includes agreements to purchase goods that are enforceable and legally binding. These amounts are not accrued as of March 31, 2017. We are committed to make potential future milestone payments to third parties under distribution agreements. Payments under these agreements are contingent upon achievement of certain developmental, regulatory and/or commercial milestones and are not included in the table above. |
Basis of Presentation Basis of
Basis of Presentation Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Income tax excess tax benefit adjustment - ASU 2016-09 Adoption | $ 8.3 | $ 2.3 |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | $ 2.5 | |
Basic (in dollars per share) | $ 3.03 | $ 1.13 |
Diluted (in dollars per share) | $ 2.86 | 1.08 |
EPS [Member] | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Basic (in dollars per share) | 0.99 | |
Diluted (in dollars per share) | $ 0.96 | |
Adjustments for New Accounting Pronouncement [Member] | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Weighted Average Number Diluted Shares Outstanding Adjustment | 314,000 |
Acquisition and Strategic Tra36
Acquisition and Strategic Transaction Text Details - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | $ 260,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 139,000 | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Indefinite-Lived Intangible Assets | $ 5,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 9 years | |
Business Combination, Consideration Transferred | $ 684,666 | |
Business Combination, Consideration Transferred, Liabilities Incurred | $ 75,000 | $ 0 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3,200 | |
contingent consideration gross | $ 225,000 | |
Earn out Target | 1,000,000 | |
Series of Individually Immaterial Business Acquisitions [Member] | ||
Business Acquisition [Line Items] | ||
Payments to Acquire Businesses, Gross | 1,500 | |
Customer Relationships [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 56,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 8 years | |
Pumps and dedicated sets [Domain] | Developed Technology Rights [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 44,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |
Consumables [Domain] | Developed Technology Rights [Member] | ||
Business Acquisition [Line Items] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 34,000 | |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years |
Acquisition and Strategic Tra37
Acquisition and Strategic Transaction Details - Transaction Expenses $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Business Combinations [Abstract] | |
Strategic transaction expenses | $ 21.1 |
Acquisition and Strategic Tra38
Acquisition and Strategic Transaction Purchase Price Allocation Table (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | [1] | |
Business Combinations [Abstract] | ||||
Payments to Acquire Businesses, Gross | $ 177,527 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 75,000 | $ 0 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 19,000 | $ 0 | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 3,200 | |||
Business Acquisition, Share Price | $ 140.75 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 450,400 | |||
Discount on equity issued as consideration | (37,261) | |||
Business Combination, Consideration Transferred, Equity Issued, Fair Value | 413,139 | 0 | ||
Business Combination, Consideration Transferred | 684,666 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 29,475 | |||
Business Combination, Acquired Receivables, Fair Value | 362 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Inventory | 417,317 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets | 4,766 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 288,486 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 139,000 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities Noncurrent | (27,101) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | 31,283 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Accounts Payable | (12,381) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Other | (54,794) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities | (68,510) | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | 775,004 | |||
BARGAIN PURCHASE GAIN | $ (63,237) | $ 0 | ||
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Other Revenue (Details)
Other Revenue (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Other Revenue [Abstract] | |
NEB Revenue | $ 11.2 |
Restructuring Charges Restructu
Restructuring Charges Restructuring Table $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | $ 1,530 |
Restructuring Charges | 8,314 |
Payments for Restructuring | (4,666) |
Restructuring Reserve, Accrual Adjustment | (17) |
Restructuring Reserve | 5,161 |
Employee Severance [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | 53 |
Restructuring Charges | 6,211 |
Payments for Restructuring | (2,470) |
Restructuring Reserve, Accrual Adjustment | (17) |
Restructuring Reserve | 3,777 |
Special Termination Benefits [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | 1,477 |
Restructuring Charges | 0 |
Payments for Restructuring | (93) |
Restructuring Reserve, Accrual Adjustment | 0 |
Restructuring Reserve | 1,384 |
Facility Closing [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | 0 |
Restructuring Charges | 2,103 |
Payments for Restructuring | (2,103) |
Restructuring Reserve, Accrual Adjustment | 0 |
Restructuring Reserve | 0 |
Minimum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost | 2,700 |
Maximum [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost | $ 3,200 |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income | $ 55,863 | $ 18,160 |
Weighted average number of common shares outstanding (for basic calculation) | 18,439 | 16,042 |
Dilutive securities | 1,110 | 828 |
Diluted (in shares) | 19,549 | 16,870 |
EPS - basic | $ 3.03 | $ 1.13 |
Diluted (In dollars per share) | $ 2.86 | $ 1.08 |
Net Income Per Share (Details 1
Net Income Per Share (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,239 | 0 |
Fair Value Measurement Fair Val
Fair Value Measurement Fair Value Measurements, Recurring Basis $ in Thousands | Mar. 31, 2017USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, Fair Value Disclosure, Recurring | $ 19,000 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, Fair Value Disclosure, Recurring | 0 |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, Fair Value Disclosure, Recurring | 0 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Liabilities, Fair Value Disclosure, Recurring | $ 19,000 |
Fair Value Measurement Fair v44
Fair Value Measurement Fair value nonrecurring basis (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Dec. 31, 2016 | [1] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
contingent consideration gross | $ 225,000 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 19,000 | $ 0 | |
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 2,508 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 0 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | 0 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets Held-for-sale, Long Lived, Fair Value Disclosure | $ 2,508 | ||
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Prepaids and Other Current As45
Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Other Receivables | $ 50,964 | $ 0 | |
Prepaids - HIS transaction | 19,237 | 0 | |
Other Prepaid Expense, Current | 6,311 | 2,948 | |
Prepaid insurance and property taxes | 3,617 | 1,649 | |
Prepaid Taxes | 2,738 | 1,018 | |
Other Assets, Current | 3,727 | 1,740 | |
Prepaid expenses and other current assets | $ 86,594 | $ 7,355 | [1] |
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |||
Raw material | $ 91,405 | $ 28,435 | |
Work in process | 71,949 | 4,415 | |
Finished goods | 282,330 | 16,414 | |
Total | $ 445,684 | $ 49,264 | [1] |
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | $ 543,397 | $ 243,955 | |
Accumulated depreciation | (165,641) | (158,259) | |
Net property and equipment | 377,756 | 85,696 | [1] |
Machinery and Equipment, Gross | 216,304 | 96,536 | |
Furniture and Fixtures, Gross | 3,748 | 3,243 | |
Construction in Progress, Gross | 33,885 | 15,180 | |
Land, Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | 201,517 | 63,524 | |
Molds [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | 49,440 | 39,014 | |
Computer Equipment and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | $ 38,503 | $ 26,458 | |
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets Goodwill Table - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | [1] | |
Goodwill [Line Items] | ||||
GOODWILL | $ 6,583 | $ 5,577 | ||
Goodwill, Acquired During Period | 1,015 | $ 0 | ||
Goodwill, Purchase Accounting Adjustments | 0 | |||
Goodwill, Foreign Currency Translation Gain (Loss) | $ (9) | |||
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets Intangibles Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 173,517 | $ 46,925 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 19,382 | 24,542 | |
Finite-Lived Intangible Assets, Net | 154,135 | 22,383 | |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 5,000 | ||
Intangible Assets, Gross (Excluding Goodwill) | 178,517 | ||
INTANGIBLE ASSETS, net | $ 159,135 | $ 22,383 | [1] |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 14,910 | $ 14,423 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 9,589 | 9,326 | |
Finite-Lived Intangible Assets, Net | $ 5,321 | $ 5,097 | |
MCDA contract [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Finite-Lived Intangible Assets, Gross | $ 8,571 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 8,571 | ||
Finite-Lived Intangible Assets, Net | $ 0 | ||
Customer Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 9 years | 9 years | |
Finite-Lived Intangible Assets, Gross | $ 5,995 | $ 5,319 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 4,607 | 4,512 | |
Finite-Lived Intangible Assets, Net | $ 1,388 | $ 807 | |
Customer-Related Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 9 years | 15 years | |
Finite-Lived Intangible Assets, Gross | $ 63,080 | $ 7,080 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 2,125 | 590 | |
Finite-Lived Intangible Assets, Net | $ 60,955 | $ 6,490 | |
Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 4 years | 4 years | |
Finite-Lived Intangible Assets, Gross | $ 425 | $ 425 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 425 | 425 | |
Finite-Lived Intangible Assets, Net | $ 0 | $ 0 | |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years | |
Finite-Lived Intangible Assets, Gross | $ 7,310 | $ 7,310 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 731 | 609 | |
Finite-Lived Intangible Assets, Net | $ 6,579 | $ 6,701 | |
Developed Technology Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 11 years | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 81,797 | $ 3,797 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,905 | 509 | |
Finite-Lived Intangible Assets, Net | $ 79,892 | $ 3,288 | |
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets Text (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 3.4 | $ 0.7 |
Goodwill and Intangible Asset51
Goodwill and Intangible Assets 5-Year Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 13,894 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 16,834 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 16,421 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 16,282 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 16,200 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 74,504 | |
Finite-Lived Intangible Assets, Net | $ 154,135 | $ 22,383 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | ||
Accrued Liabilities [Abstract] | ||||
contract liabilities | $ 60,792 | $ 0 | ||
Accrued salaries and benefits | 57,580 | $ 5,702 | ||
Product Warranty Accrual, Current | 12,332 | 0 | ||
Third-party Inventory | 7,437 | $ 0 | ||
Accrued Bonuses, Current | 5,297 | 7,912 | ||
Deferred Revenue and Credits, Current | 4,372 | 0 | ||
Accrued Professional Fees | 3,202 | 4,177 | ||
Accrued value added tax | 2,120 | 1,472 | ||
Restructuring Reserve, Current | 4,150 | 423 | ||
Miscellaneous acquisition-related accrual | 1,400 | 2,750 | ||
Outside sales commissions | 7,969 | 1,141 | ||
Other Accrued Liabilities, Current | 15,779 | 2,319 | ||
Accrued liabilities | 121,638 | 25,896 | [1] | |
Accrued Employee Benefits, Current | 4,401 | 1,107 | ||
Product Warranty Accrual, Noncurrent | 3,122 | 0 | ||
Other Accrued Liabilities | 517 | 0 | ||
LONG-TERM LIABILITIES | $ 68,832 | $ 1,107 | [1] | |
[1] | December 31, 2016 balances were derived from audited consolidated financial statements. |
Income Taxes Effective tax rate
Income Taxes Effective tax rate (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate | (22.00%) | 25.00% |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Income tax excess tax benefit adjustment - ASU 2016-09 Adoption | $ 8.3 | $ 2.3 |
Long-Term Obligations (Details)
Long-Term Obligations (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
LOng-Term Obligations Disclosure [Abstract] | |
Debt Instrument, Interest Rate Terms | Interest on the Senior Note is variable and will accrue at the London Interbank Offered Rate plus (i) 2.25% per year for the first 12 months, and (ii) 2.50% per annum thereafter. |
Business Combination, Consideration Transferred, Liabilities Incurred - Gross | $ 75,000 |
Debt Instrument, Maturity Date | Feb. 3, 2020 |
Debt Instrument, Restrictive Covenants | The Senior Note has restrictions, beginning on the effective date and thereafter, pertaining to limitations on debt, liens, loans, advances, acquisitions, other investments, dividends, redemptions, repurchases of equity interests, fundamental changes in the line of business, dispositions, transactions with affiliates, dividend and payment restrictions affecting subsidiaries, changes in line of business and accounting changes or change in fiscal year. |
Long-Term Obligations Long-Term
Long-Term Obligations Long-Term Debt Table (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
LOng-Term Obligations Disclosure [Abstract] | |
Business Combination, Consideration Transferred, Liabilities Incurred - Gross | $ 75,000 |
Long-term Debt, Current Maturities | $ 0 |
Long-Term Obligations Maturity
Long-Term Obligations Maturity of Principal Payments (Details) $ in Thousands | Mar. 31, 2017USD ($) |
LOng-Term Obligations Disclosure [Abstract] | |
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | $ 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 75,000 |
Long-term Debt, Maturities, Repayments of Principal after Year Five | $ 0 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($)shares | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 3,200,000 |
Treasury Stock Purchase Plan | $ 40 |
Treasury Stock Purchase Plan Remaining Available | $ 7.2 |
Shares Paid for Tax Withholding for Share Based Compensation | shares | 25,745 |
Payments Related to Tax Withholding for Share-based Compensation | $ 3.7 |
Commitments and Contingencies E
Commitments and Contingencies Earn-out (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
contingent consideration gross | $ 225 |
Commitments and Contingencies R
Commitments and Contingencies Rent Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Operating Leases, Rent Expense | $ 1.2 | $ 0.1 |
Commitments and Contingencies60
Commitments and Contingencies Contractual Obligations (Details) $ in Thousands | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Long-term Debt | $ 75,000 |
Long-term Debt, Maturities, Repayments of Principal in Year Two | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Three | 0 |
Long-term Debt, Maturities, Repayments of Principal in Year Four | 75,000 |
Long-term Debt, Maturities, Repayments of Principal in Year Five | 0 |
Other Commitment | 9,015 |
Other Commitments, Future Minimum Payments, Remainder of Fiscal Year | 2,287 |
Other Commitment, Due in Second Year | 3,205 |
Other Commitment, Due in Third Year | 3,223 |
Other Commitment, Due in Fourth Year | 300 |
Other Commitment, Due in Fifth Year | 0 |
Long-term Debt, Maturities, Repayments of Principal, Remainder of Fiscal Year | 0 |
Operating Leases, Future Minimum Payments Due | 26,547 |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | 6,375 |
Operating Leases, Future Minimum Payments, Due in Two Years | 8,133 |
Operating Leases, Future Minimum Payments, Due in Three Years | 5,515 |
Operating Leases, Future Minimum Payments, Due in Four Years | 3,312 |
Operating Leases, Future Minimum Payments, Due in Five Years | 3,212 |
Purchase Obligation | 103,716 |
Purchase Obligation, Due in Next Twelve Months | 11,259 |
Purchase Obligation, Due in Second Year | 4,477 |
Purchase Obligation, Due in Third Year | 14,005 |
Purchase Obligation, Due in Fourth Year | 34,757 |
Purchase Obligation, Due after Fifth Year | 39,218 |
Contractual Obligation | 214,278 |
Contractual Obligation, Future Minimum Payments Due, Remainder of Fiscal Year | 19,921 |
Contractual Obligation, Due in Second Year | 15,815 |
Contractual Obligation, Due in Third Year | 22,743 |
Contractual Obligation, Due in Fourth Year | 113,369 |
Contractual Obligation, Due in Fifth Year | $ 42,430 |
Collaborative and Other Arran61
Collaborative and Other Arrangements (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Transitional Service Agreement Set-up Costs | $ 22 |
Fee Cap - First Twelve Months | 62.5 |
Fee Cap Six months subsequent to first twelve months | $ 31.3 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Subsequent Event [Line Items] | |
Litigation Settlement, Amount | $ 1.3 |