DEI Document
DEI Document - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Entity Information [Line Items] | ||
Entity Registrant Name | ICU MEDICAL INC/DE | |
Entity Central Index Key | 0000883984 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Amendment Flag | false | |
Trading Symbol | icui | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 20,614,407 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
CURRENT ASSETS: | |||
Cash and cash equivalents | $ 296,044 | $ 344,781 | [1] |
Short-term investment securities | 17,214 | 37,329 | [1] |
TOTAL CASH, CASH EQUIVALENTS AND INVESTMENT SECURITIES | 313,258 | 382,110 | [1] |
Accounts receivable, net of allowance for doubtful accounts of $7,852 at March 31, 2019 and $5,768 at December 31, 2018 | 238,069 | 176,298 | [1] |
Inventories | 321,747 | 311,163 | [1] |
Prepaid income taxes | 17,523 | 11,348 | [1] |
Prepaid expenses and other current assets | 29,910 | 46,117 | [1] |
TOTAL CURRENT ASSETS | 920,507 | 927,036 | [1] |
PROPERTY AND EQUIPMENT, net | 432,938 | 432,641 | [1] |
Operating Lease, Right-of-Use Asset | 38,365 | 0 | [1] |
LONG-TERM INVESTMENT SECURITIES | 2,021 | 2,025 | [1] |
GOODWILL | 11,241 | 11,195 | [1] |
INTANGIBLE ASSETS, net | 131,053 | 133,421 | [1] |
DEFERRED INCOME TAXES | 33,396 | 38,654 | [1] |
OTHER ASSETS | 43,750 | 40,419 | [1] |
TOTAL ASSETS | 1,613,271 | 1,585,391 | [1] |
CURRENT LIABILITIES: | |||
Accounts payable | 133,542 | 120,469 | [1] |
Accrued liabilities | 104,865 | 128,820 | [1] |
TOTAL CURRENT LIABILITIES | 238,407 | 249,289 | [1] |
CONTINGENT EARN-OUT LIABILITY | 39,700 | 47,400 | [1] |
OTHER LONG-TERM LIABILITIES | 48,010 | 20,592 | [1] |
DEFERRED INCOME TAXES | 726 | 721 | [1] |
INCOME TAX LIABILITY | 3,734 | 3,734 | [1] |
COMMITMENTS AND CONTINGENCIES | 0 | 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 20,668 shares at March 31, 2019 and 20,492 shares at December 31, 2018 and outstanding 20,612 shares at March 31, 2019 and 20,491 shares at December 31, 2018 | 2,067 | 2,049 | [1] |
Additional paid-in capital | 659,819 | 657,899 | [1] |
Treasury Stock, at cost | (13,056) | (95) | [1] |
Retained earnings | 651,745 | 620,747 | [1] |
Accumulated other comprehensive loss | (17,881) | (16,945) | [1] |
TOTAL STOCKHOLDERS' EQUITY | 1,282,694 | 1,263,655 | [1] |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | 1,613,271 | 1,585,391 | [1] |
Allowance for doubtful accounts | $ 7,852 | $ 5,768 | |
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 | 20,668,000 | 20,492,000 | |
Common stock, shares outstanding | 20,612,000 | 20,491,000 | |
Treasury Stock, Shares | (56,379) | (408) | |
[1] | December 31, 2018 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, 2019 | Mar. 31, 2018 | |
REVENUES: | ||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 330,932 | $ 372,033 |
Cost of goods sold | 195,629 | 223,032 |
Gross Profit | 135,303 | 149,001 |
OPERATING EXPENSES: | ||
Selling, general and administrative | 72,633 | 85,015 |
Research and development | 12,823 | 12,586 |
Restructuring, strategic transaction and integration | 24,392 | 21,569 |
Change in fair value of contingent earn-out | (7,700) | (4,000) |
Contract settlement | 2,783 | 28,917 |
TOTAL OPERATING EXPENSES | 104,931 | 144,087 |
INCOME (LOSS) FROM OPERATIONS | 30,372 | 4,914 |
Interest Expense | (133) | (135) |
OTHER INCOME (EXPENSE), net | 3,191 | (956) |
INCOME BEFORE INCOME TAXES | 33,430 | 3,823 |
(PROVISION) BENEFIT FOR INCOME TAXES | (2,432) | 1,052 |
NET INCOME | $ 30,998 | $ 4,875 |
NET INCOME (LOSS) PER SHARE | ||
Basic (in dollars per share) | $ 1.51 | $ 0.24 |
Diluted (in dollars per share) | $ 1.44 | $ 0.23 |
WEIGHTED AVERAGE NUMBER OF SHARES | ||
Basic (in shares) | 20,527 | 20,255 |
Diluted (in shares) | 21,551 | 21,400 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net Income | $ 30,998 | $ 4,875 |
Other comprehensive income (loss), net of tax | ||
Cash flow hedge adjustments, net of taxes of $205 and $573 for the three and months ended March 31, 2019 and 2018, respectively | 650 | 1,814 |
Foreign currency translation adjustment, net of taxes of $0 for all periods | (1,592) | 15,397 |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | 6 | 2 |
Other comprehensive (loss) income, net of taxes | (936) | 17,213 |
Comprehensive (Loss) Income | 30,062 | 22,088 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax | 205 | 573 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | 0 | 0 |
Other Comprehensive (Income) Loss, Other Adjustments, Tax | $ 0 | $ 0 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity Statement - USD ($) $ in Thousands | Total | Common Stock Shares [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Cumulative Effect of New Accounting Principle in Period of Adoption | $ 6,330 | $ 6,330 | |||||
Common stock, shares outstanding at Dec. 31, 2017 | 20,210,000 | ||||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2017 | 1,198,254 | $ 2,021 | $ 625,568 | $ 0 | 585,624 | $ (14,959) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 130,000 | ||||||
Stock Issued During Period, Value, New Issues | 3,155 | 11 | 982 | 2,162 | |||
Shares Paid for Tax Withholding for Share Based Compensation | (23,000) | ||||||
Adjustments Related to Tax Withholding for Share-based Compensation | (5,338) | (5,338) | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 5,462 | 5,462 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | 17,213 | 17,213 | |||||
Net Income (Loss) Attributable to Parent | 4,875 | 4,875 | |||||
Stockholders' Equity Attributable to Parent at Mar. 31, 2018 | $ 1,229,951 | 2,032 | 632,012 | (3,176) | 596,829 | 2,254 | |
Common stock, shares outstanding at Mar. 31, 2018 | 20,317,000 | ||||||
Common stock, shares outstanding at Dec. 31, 2018 | 20,491,000 | 20,492,000 | |||||
Stockholders' Equity Attributable to Parent at Dec. 31, 2018 | $ 1,263,655 | 2,049 | 657,899 | (95) | 620,747 | (16,945) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 254,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 925 | 18 | (4,289) | 5,196 | |||
Shares Paid for Tax Withholding for Share Based Compensation | (77,642) | (78,000) | |||||
Adjustments Related to Tax Withholding for Share-based Compensation | $ (18,157) | (18,157) | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 6,209 | 6,209 | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax | (936) | (936) | |||||
Net Income (Loss) Attributable to Parent | 30,998 | 30,998 | |||||
Stockholders' Equity Attributable to Parent at Mar. 31, 2019 | $ 1,282,694 | $ 2,067 | $ 659,819 | $ (13,056) | $ 651,745 | $ (17,881) | |
Common stock, shares outstanding at Mar. 31, 2019 | 20,612,000 | 20,668,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net Income | $ 30,998 | $ 4,875 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 19,074 | 18,304 | |
Provision for doubtful accounts | 2,096 | 448 | |
Provision for warranty and returns | 2,692 | 367 | |
Stock compensation | 6,209 | 5,462 | |
Loss on disposal of property and equipment | 12,682 | 53 | |
Bond premium amortization | 28 | 142 | |
Debt Issuance Costs amortization | 72 | 72 | |
Change in fair value of contingent earn-out | (7,700) | (4,000) | |
Asset Impairment Charges | 0 | 269 | |
Impairment of Intangible Assets, Finite-lived | 0 | 5,000 | |
Other Noncash Expense | 4,371 | 4,783 | |
Cash provided by (used in) changes in operating assets and liabilities | |||
Accounts receivable | (49,534) | (11,901) | |
Inventories | (11,968) | 10,942 | |
Prepaid expenses and other assets | 10,319 | 3,569 | |
Related-party receivables | 0 | (32,779) | |
Increase (Decrease) in Other Operating Assets | (7,542) | (2,348) | |
Accounts payable | 3,075 | 8,737 | |
Accrued liabilities | (34,814) | (29,455) | |
Income taxes, including excess tax benefits and deferred income taxes | (1,068) | (3,272) | |
Net cash provided by operating activities | (21,010) | (20,732) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (28,671) | (26,544) | |
Proceeds from Sale of Other Productive Assets | 0 | 13,000 | |
Proceeds from sale of asset | 16 | 0 | |
Intangible assets additions | (1,949) | (1,899) | |
Purchases of investment securities | (4,409) | (4,478) | |
Proceeds from sale of investment securities | 24,500 | 4,900 | |
Net cash used in investing activities | (10,513) | (15,021) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 925 | 3,155 | |
Payments Related to Tax Withholding for Share-based Compensation | 18,157 | 5,338 | |
Net cash (used in) provided by financing activities | (17,232) | (2,183) | |
Effect of exchange rate changes on cash | 18 | 2,400 | |
NET INCREASE DECREASE IN CASH AND CASH EQUIVALENTS | (48,737) | (35,536) | |
CASH AND CASH EQUIVALENTS, beginning of period | 344,781 | [1] | 290,072 |
CASH AND CASH EQUIVALENTS, end of period | 296,044 | 254,536 | |
NON-CASH INVESTING ACTIVITIES | |||
Capital Expenditures Incurred but Not yet Paid | $ 13,131 | $ 280 | |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Basis of Presentation_
Basis of Presentation: | 3 Months Ended |
Mar. 31, 2019 | |
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, 2018 . We are engaged in the development, manufacturing and sale of innovative medical products used in vascular therapy, and critical care applications. 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. Certain reclassifications have been made to prior year financial statements to conform to classifications used in the current year. These reclassifications had no impact on net income, stockholders' equity or cash flows as previously reported. The reclassifications included reporting foreign exchange gains and losses in other income (expense), net, and removing them from selling, general and administrative expenses. We reclassified related-party receivables to prepaid expenses and other current assets for the current year's presentation, as Pfizer, Inc. ("Pfizer") had sold all of its shares of ICU common stock as of December 31, 2018, thereby ending the related-party relationship with ICU. We reclassified operating cash outflows due to the purchase of spare parts. These operating cash outflows were previously included as an adjustment to reconcile net income to net cash provided by (used in ) operating activities-other and are now presented as changes in operating assets and liabilities-other assets. |
New Accounting Pronouncements_
New Accounting Pronouncements: | 3 Months Ended |
Mar. 31, 2019 | |
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 February 2016, the FASB issued Accounting Standard Update ("ASU") No. 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 updated guidance required a modified retrospective adoption. In July 2018, the FASB issued ASU No. 2018-11, Targeted Improvements. The amendments in this update provides entities with an additional (and optional) transition method to adopt the new lease requirements by allowing entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The amendments in this update also provided lessors with a practical expedient, by class of underlying asset, to not separate nonlease components from the associated lease contract. This expedient is limited to circumstances in which the nonlease components otherwise would be accounted for under the new revenue guidance and both (1) the timing and pattern of transfer are the same for the nonlease components and associated lease component and (2) the lease component, if accounted for separately, would be classified as an operating lease. If the lessor uses this practical expedient they would account for the lease contract in accordance with Topic 606 if the nonlease component is the predominant component otherwise, the lessor should account for the combined component as an operating lease in accordance with Topic 842. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases. This ASU clarifies certain language in ASU 2016-02 and corrects certain references and inconsistencies. We adopted these standards effective January 1, 2019. See Note 6, Leases for a discussion of the impact and required disclosures. Recently Issued Accounting Standards I n August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Topic 350): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal use software license. Costs to develop or obtain internal-use software that cannot be capitalized under subtopic 350-40, such as training costs and certain data conversion costs, also cannot be capitalized for a hosting arrangement that is a service contract. Therefore, an entity in a hosting arrangement that is a service contract determines which project stage (that is, preliminary project stage, application development stage, or post-implementation stage) an implementation activity relates to. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The amendments in this update require the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements in Topic 820. The amendments remove from disclosure: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The amendments also made the following disclosure modifications: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. The amendments also added the following disclosure requirements: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The amendments in ASU 2018-02 are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 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 consolidated financial statements or related footnote disclosures. In June 2016, the FASB issued ASU No. 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. |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | Recently Issued Accounting Standards I n August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Topic 350): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software and hosting arrangements that include an internal use software license. Costs to develop or obtain internal-use software that cannot be capitalized under subtopic 350-40, such as training costs and certain data conversion costs, also cannot be capitalized for a hosting arrangement that is a service contract. Therefore, an entity in a hosting arrangement that is a service contract determines which project stage (that is, preliminary project stage, application development stage, or post-implementation stage) an implementation activity relates to. Costs for implementation activities in the application development stage are capitalized depending on the nature of the costs, while costs incurred during the preliminary project and post-implementation stages are expensed as the activities are performed. The amendments in this update require the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement. The amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The amendments in this update should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements in Topic 820. The amendments remove from disclosure: the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; the policy for timing of transfers between levels; and the valuation processes for Level 3 fair value measurements. The amendments also made the following disclosure modifications: for investments in certain entities that calculate net asset value, an entity is required to disclose the timing of liquidation of an investee’s assets and the date when restrictions from redemption might lapse only if the investee has communicated the timing to the entity or announced the timing publicly; and the amendments clarify that the measurement uncertainty disclosure is to communicate information about the uncertainty in measurement as of the reporting date. The amendments also added the following disclosure requirements: the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. The amendments in ASU 2018-02 are effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. We are currently evaluating the impact of this ASU on the consolidated financial statements and related disclosures. In January 2017, the FASB issued ASU 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 consolidated financial statements or related footnote disclosures. In June 2016, the FASB issued ASU No. 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. |
Strategic Transaction and Integ
Strategic Transaction and Integration Expenses (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | Strategic Transaction and Integration Expenses We incurred and expensed $23.6 million and $19.8 million in transaction and integration expenses during the three months ended March 31, 2019 and 2018, respectively, primarily related to the integration of the Hospira Infusion Systems ("HIS") business acquired in 2017 from Pfizer. |
Restructuring Charges (Notes)
Restructuring Charges (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring Charges [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | Restructuring Charges During the three months ended March 31, 2019, restructuring charges included severance costs related to involuntary employee terminations. The charges are primarily related to our continued integration of our HIS business acquired in 2017. The cumulative amount incurred to date in connection with the HIS acquisition is $23.9 million . Restructuring charges are included in the restructuring, strategic transaction and integration line item in our condensed consolidated statement of operations. 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 ended March 31, 2019 (in thousands): Accrued Balance January 1, 2019 Charges Incurred Payments Other Adjustments Accrued Balance March 31, 2019 Severance pay and benefits $ 677 $ 756 $ (671 ) $ — $ 762 Employment agreement buyout 739 — (96 ) — 643 $ 1,416 $ 756 $ (767 ) $ — $ 1,405 |
Revenue (Notes)
Revenue (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contract with Customer [Text Block] | Revenue Our primary product lines are Infusion Consumables, IV Solutions, Infusion Systems and Critical Care. The vast majority of our sales of these products are made on a stand-alone basis to hospitals and distributors. Revenue is typically recognized upon transfer of control of the products, which we deem to be at point of shipment. For certain Infusion Systems agreements, our customers are provided the right to use our systems hardware upon entering into agreements to purchase specified amounts of consumables. Revenues from these agreements are presented in product revenue on our condensed consolidated statements of operation. Payment is typically due in full within 30 days of delivery or the start of the contract term. Revenue is recorded in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. We offer certain volume-based rebates to our distribution customers, which we record as variable consideration when calculating the transaction price. Rebates are offered on both a fixed and tiered/variable basis. In both cases, we use information available at the time and our historical experience with each customer to estimate the most likely rebate amount. We also warrant products against defects and have a policy permitting the return of defective products, for which we accrue and expense at the time of sale using information available and our historical experience. We also provide for extended service-type warranties, which we consider to be separate performance obligations. We allocate a portion of the transaction price to the extended service-type warranty based on its estimated relative selling price, and recognize revenue over the period the warranty service is provided. Revenue disaggregated The following table represents our revenues disaggregated by geography (in thousands): For the three months ended March 31, Geography 2019 2018 Europe, the Middle East and Africa $ 32,378 $ 39,524 Other Foreign 51,361 50,932 Total Foreign 83,739 90,456 United States 247,193 281,577 Total Revenues $ 330,932 $ 372,033 The following table represents our revenues disaggregated by product (in thousands): For the three months ended March 31, Product line 2019 2018 Infusion Consumables $ 120,580 $ 119,911 IV Solutions 113,182 144,440 Infusion Systems (1) 84,282 93,439 Critical Care 12,888 14,234 Total Revenues $ 330,932 $ 372,033 Contract balances The following table presents our changes in the contract balances for the three months ended March 31, 2019 and 2018 (in thousands): Contract Liabilities Beginning balance, January 1, 2019 $ (4,282 ) Equipment revenue recognized 448 Equipment revenue deferred due to implementation (1,343 ) Software revenue recognized 345 Software revenue deferred due to implementation (1,593 ) Ending balance, March 31, 2019 $ (6,425 ) Beginning balance, January 1, 2018 $ (7,066 ) Equipment revenue recognized 288 Equipment revenue deferred due to implementation (1,558 ) Software revenue recognized 655 Software revenue deferred due to implementation (4,080 ) Ending balance, March 31, 2018 $ (11,761 ) As of March 31, 2019, revenue from remaining performance obligations related to implementation of software and equipment is $4.9 million . We expect to recognize substantially all of this revenue within the next three months. Revenue from remaining performance obligations related to annual software licenses is $1.5 million . We expect to recognize substantially all of this revenue over the next twelve months. |
Leases (Notes)
Leases (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Leases [Text Block] | Leases Adoption of ASC Topic 842, "Lease Accounting" We adopted ASU No. 2016-02, Leases (ASC Topic 842), effective January 1, 2019 on a modified retrospective transition method through a cumulative-effect adjustment at the beginning of the first quarter of 2019. We elected the 'package of practical expedients', which permitted us not to reassess our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. We elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we did not recognize right-of-use ("ROU") assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. Furthermore, we elected the practical expedient to not separate lease and non-lease components for all of our leases, non-lease components are primarily common area maintenance charges that we combine with the lease component when applying this ASU. The impact of adopting this standard was the recognition of ROU assets and lease liabilities for our operating leases of $40.4 million as of January 1, 2019. The adoption of ASU Topic 842 requires us to classify certain Infusion Systems agreements as sales-type leases and thus accelerate hardware revenue and cost recognition at the time of instrument placement. We did not change the historical lease classification for placements prior to January 1, 2019, therefore this change will apply to certain new placements beginning on January 1, 2019. Under prior lease guidance ASC 840, certain Infusion Systems hardware placed with customers were classified as operating leases and hardware revenue and cost was recognized over the term of the agreement. The adoption of ASC 842 did not have a material impact on our consolidated earnings and had no impact on cash flows for the three months ended March 31, 2019. Leases We determine if an arrangement is a lease at inception. Most operating leases with a term greater than one-year are included in operating lease right-of-use assets, accrued liabilities, and other long-term liabilities on our condensed consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. Most of our leases do not provide an implicit rate, therefore we use our incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term based on the information available at commencement date. The operating lease ROU asset excludes lease incentives and initial direct costs incurred. Our lease terms include options to extend when it is reasonably certain that we will exercise that option. All of our operating leases have stated lease payments, which may include fixed rental increases. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have operating leases for corporate offices, sales and support offices, device service centers and certain equipment. Our leases have original lease terms of one year to fifteen years, some of which include options to extend the leases for up to an additional five years. For all of our leases, we do not include optional periods of extension in our current lease terms for the exercise of options to extend is not reasonably certain. The following table presents the components of our lease cost (in thousands): For the three months ended March 31, 2019 Operating lease cost $ 2,430 Short-term lease cost 96 Total lease cost $ 2,526 The following table presents the supplemental cash flow information related to our leases (in thousands): For the three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,219 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 98 The following table presents the supplemental balance sheet information related to our leases (in thousands, except lease term and discount rate): As of March 31, 2019 Operating leases Operating lease right-of-use assets $ 38,365 Accrued liabilities $ 7,966 Other long-term liabilities 30,640 Total operating lease liabilities $ 38,606 Weighted Average Remaining Lease Term Operating leases 6.0 years Weighted Average Discount Rate Operating leases 5.57 % As of March 31, 2019, the maturities of our lease liabilities for each of the next five years is approximately (in thousands): Operating Leases Remainder of 2019 $ 6,018 2020 8,713 2021 6,391 2022 5,955 2023 5,795 Thereafter 13,390 Total Lease Payments 46,262 Less imputed interest (7,656 ) Total $ 38,606 As of December 31, 2018, the maturities of our operating lease liabilities for each of the next five years were approximately (in thousands): Operating Leases 2019 $ 8,326 2020 8,572 2021 6,489 2022 5,914 2023 5,615 Thereafter 13,235 Total Lease Payments (1) $ 48,151 ______________________________ (1) The lease payment maturities as of December 31, 2018 are not calculated at present value. |
Net Income Per Share_
Net Income Per Share: | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share [Text Block] | Net Income (Loss) Per Share Basic earnings (loss) 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 9,998 and 24,781 anti-dilutive securities for the three months ended March 31, 2019 and 2018, 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 2019 2018 Net income $ 30,998 $ 4,875 Weighted-average number of common shares outstanding (for basic calculation) 20,527 20,255 Dilutive securities 1,024 1,145 Weighted-average common and common equivalent shares outstanding (for diluted calculation) 21,551 21,400 EPS — basic $ 1.51 $ 0.24 EPS — diluted $ 1.44 $ 0.23 |
Derivative Financial Instrument
Derivative Financial Instruments (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Derivatives and Hedging Activities Hedge Accounting and Hedging Program The purpose of our hedging program is to manage the foreign currency exchange rate risk on forecasted expenses denominated in currencies other than the functional currency of the operating unit. We do not issue derivatives for trading or speculative purposes. In May 2017, we entered into a two-year cross-currency par forward contract to hedge a portion of our Mexico forecasted expenses denominated in Pesos ("MXN"). To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge, and the hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The par forward contract is designated and qualifies as a cash flow hedge. Our derivative instrument is recorded at fair value on the condensed consolidated balance sheets and is classified based on the instrument's maturity date. We record changes in the intrinsic value of the effective portion of the gain or loss on the derivative instrument as a component of Other Comprehensive Income and we reclassify that gain or loss into earnings in the same line item associated with the forecasted transaction and in the same period during which the hedged transaction affects earnings. The total notional amount of our outstanding derivative as of March 31, 2019 was approximately 60.0 million MXN. The term of our currency forward contract is May 1, 2017 to May 1, 2019. The derivative instrument matures in equal monthly amounts at a fixed forward rate of 20.01 MXN/USD over the term of the two-year contract. In January 2018, we entered into an additional six-month cross-currency par forward contract that extends our current hedge of a portion of our Mexico forecasted expenses denominated in MXN. The total notional amount of this outstanding derivative as of March 31, 2019 was approximately 183.9 million MXN. The term of the six-month contract is May 1, 2019 to November 1, 2019. The derivative instrument matures in equal monthly amounts at a fixed forward rate of 20.43 MXN/USD over the term of the six-month contract. In November 2018, we entered into a one-year cross-currency par forward contract again extending the hedge of a portion of our Mexico forecasted expenses denominated in MXN. The total notional amount of this outstanding derivative as of March 31, 2019 was approximately 398.0 million MXN. The term of the one-year hedge is November 1, 2019 to November 3, 2020. The derivative instrument matures in equal monthly amounts at a fixed forward rate of 22.109 MXN/USD. The following table presents the fair values of our derivative instruments included within the Condensed Consolidated Balance Sheet as of March 31, 2019 and December 31, 2018 (in thousands): Derivatives Condensed Consolidated Balance Sheet Location March 31, 2019 December 31, 2018 Derivatives designated as cash flow hedging instruments Foreign exchange forward contract: Prepaid expenses and other current assets $ 874 $ 187 Other assets 713 545 Total derivatives designated as cash flow hedging instruments $ 1,587 $ 732 The following table presents the amounts affecting the Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (in thousands): Line Item in the Condensed Consolidated Statements of Operations Three months ended 2019 2018 Derivatives designated as cash flow hedging instruments Foreign exchange forward contracts Cost of goods sold $ 155 $ 235 We recognized the following gains on our foreign exchange contracts designated as a cash flow hedge (in thousands): Amount of Gain Recognized in Other Comprehensive Income on Derivatives Amount of Gain Reclassified From Accumulated Other Comprehensive Income into Income Three months ended Three months ended 2019 2018 Location of Gain Reclassified From Accumulated Other Comprehensive Income into Income 2019 2018 Derivatives designated as cash flow hedges: Foreign exchange forward contract $ 1,010 $ 2,622 Cost of goods sold $ 155 $ 235 Total derivatives designated as cash flow hedging instruments $ 1,010 $ 2,622 $ 155 $ 235 As of March 31, 2019 , we expect approximately $0.9 million of the deferred gains on the outstanding derivatives in accumulated other comprehensive income to be reclassified to net income during the next 12 months concurrent with the underlying hedged transactions also being reported in net income. |
Fair Value Measurement_
Fair Value Measurement: | 3 Months Ended |
Mar. 31, 2019 | |
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 2017, we acquired HIS from Pfizer, and as a result of the acquisition we recognized an earn-out liability. 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 value assigned to the contingent consideration was a result of forecasted product demand and operations of our HIS business. The initial fair value of the earn-out was determined by employing a Monte Carlo simulation in a risk neutral framework. The underlying simulated variable was adjusted EBITDA. The adjusted EBITDA volatility estimate was based on a study of historical asset volatility for a set of comparable public companies. The model includes other assumptions including the market price of risk, which was calculated as the weighted average cost of capital ("WACC") less the long-term risk free-rate. At each reporting date subsequent to the acquisition we re-measure the earn-out using the same methodology above and recognize any changes in value. If the probability of achieving the performance target significantly changes from what we initially anticipated, the change could 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 following table provides a reconciliation of the Level 3 earn-out liability measured at estimated fair value as of December 31, 2018 to March 31, 2019 (in thousands): Earn-out Liability Accrued balance, January 1, 2019 $ 47,400 Change in fair value of earn-out (included in income from operations as a separate line item) (7,700 ) Accrued balance, March 31, 2019 $ 39,700 The fair value of the earn-out at March 31, 2019 changed from the fair value calculated at December 31, 2018 due to a change in the underlying cumulative adjusted EBITDA forecast, and changes in certain assumptions used in the Monte Carlo simulation, as detailed in the below table. The following table provides quantitative information about Level 3 inputs for fair value measurement of our earn-out liability as of December 31, 2018 and March 31, 2019 . Significant increases or decreases in these inputs in isolation could result in a significant impact on our fair value measurement: Simulation Input As of March 31, 2019 As of December 31, 2018 Adjusted EBITDA Volatility 30.00 % 30.00 % WACC 8.25 % 8.25 % 20-year risk free rate 2.63 % 2.87 % Market price of risk 5.47 % 5.24 % Cost of debt 4.35 % 5.25 % The fair value of our investments is estimated using observable market based inputs such as quoted prices, interest rates and yield curves or Level 2 inputs, which consisted of corporate bonds. The fair value of our Level 2 forward currency contracts are estimated using observable market inputs such as known notional value amounts, spot and forward exchange rates. These inputs relate to liquid, heavily traded currencies with active markets which are available for the full term of the derivative. There were no transfers between levels during the three months ended March 31, 2019 . Our assets and 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, 2019 Total carrying value Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Assets: Available for sale securities: Short-term $ 17,214 $ — $ 17,214 $ — Long-term 2,021 — 2,021 — Foreign exchange forwards: Prepaid expenses and other current assets 874 — 874 — Other assets 713 — 713 — Total Assets $ 20,822 $ — $ 20,822 $ — Liabilities: Earn-out liability $ 39,700 $ — $ — $ 39,700 Total Liabilities $ 39,700 $ — $ — $ 39,700 Fair value measurements at December 31, 2018 Total carrying value Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Assets: Available for sale securities: Short-term $ 37,329 $ — $ 37,329 $ — Long-term 2,025 — 2,025 — Foreign exchange forwards: Prepaid expenses and other current assets 187 — 187 — Other assets 545 — 545 — Total Assets $ 40,086 $ — $ 40,086 $ — Liabilities: Earn-out liability $ 47,400 $ — $ — $ 47,400 Total Liabilities $ 47,400 $ — $ — $ 47,400 |
Investment Securities (Notes)
Investment Securities (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | Investment Securities Our investment securities currently consist of short-term and long-term corporate bonds. Our investment securities are considered available-for-sale and are “investment grade” and carried at fair value. Available-for-sale securities are recorded at fair value, and unrealized holding gains and losses are recorded, net of tax, as a component of accumulated other comprehensive income (loss). Unrealized losses on available-for-sale securities are charged against net earnings when a decline in fair value is determined to be other than temporary. Our management reviews several factors to determine whether a loss is other than temporary, such as the length and extent of the fair value decline, the financial condition and near term prospects of the issuer, and for equity investments, our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. The amortized cost of the debt securities are adjusted for the amortization of premiums computed under the effective interest method. Such amortization is included in investment income in other income on our condensed consolidated statements of operations. There have been no realized gains or losses on their disposal. Realized gains and losses are accounted for on the specific identification method. The scheduled maturities of the debt securities are between 2019 and 2020 . All short-term investment securities are all callable within one year. Our short and long-term investment securities consisted of the following (in thousands): As of March 31, 2019 Amortized Cost Unrealized Holding Gains (Losses) Fair Value Short-term corporate bonds $ 17,214 $ — $ 17,214 Long-term corporate bonds 2,021 — 2,021 Total investment securities $ 19,235 $ — $ 19,235 As of December 31, 2018 Amortized Cost Unrealized Holding Gains (Losses) Fair Value Short-term corporate bonds $ 37,329 $ — $ 37,329 Long-term corporate bonds 2,025 — 2,025 Total investment securities $ 39,354 $ — $ 39,354 |
Prepaids and Other Current Asse
Prepaids and Other Current Assets (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Other Current Assets [Text Block] | Prepaid expenses and other current assets consist of the following (in thousands): March 31, 2019 December 31, 2018 Deposits $ 1,232 $ 1,087 Other prepaid expenses and receivables 13,050 12,476 Receivables from Pfizer related to HIS business acquisition (1) — 20,137 Deferred costs 3,655 1,951 Prepaid insurance and property taxes 3,070 2,666 VAT/GST receivable 5,207 5,072 Deferred tax charge 1,180 1,180 Other 2,516 1,548 $ 29,910 $ 46,117 ______________________________ (1) As of December 31, 2018, Pfizer had sold all of its shares of ICU common stock thereby ending the related-party relationship with ICU. We reclassified the December 31, 2018 related-party receivable due from Pfizer to prepaid expenses, other current assets for current year presentation purposes. |
Inventories_
Inventories: | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories [Text Block] | Inventories Inventories consisted of the following (in thousands): March 31, 2019 December 31, 2018 Raw material $ 101,102 $ 104,104 Work in process 57,337 52,909 Finished goods 163,308 154,150 Total inventories $ 321,747 $ 311,163 |
Property and Equipment_
Property and Equipment: | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment [Text Block] | Property and Equipment Property and equipment consisted of the following (in thousands): March 31, 2019 December 31, 2018 Machinery and equipment $ 207,665 $ 203,431 Land, building and building improvements 216,042 212,283 Molds 59,695 59,700 Computer equipment and software 81,834 80,420 Furniture and fixtures 7,410 7,409 Instruments placed with customers (1) 64,111 60,757 Construction in progress 73,182 70,864 Total property and equipment, cost 709,939 694,864 Accumulated depreciation (277,001 ) (262,223 ) Property and equipment, net $ 432,938 $ 432,641 ______________________________ (1) Instruments placed with customers consist of drug-delivery and monitoring systems placed with customers under operating leases. Depreciation expense was $15.1 million and $14.2 million for the three months ended March 31, 2019 and 2018, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
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 (in thousands): Total Balance as of January 1, 2019 $ 11,195 Currency translation 46 Balance as of March 31, 2019 $ 11,241 Intangible Assets, Net Intangible assets, carried at cost less accumulated amortization and amortized on a straight-lined basis, were as follows (in thousands): Weighted Average March 31, 2019 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 20,314 $ 12,475 $ 7,839 Customer contracts 9 5,319 5,319 — Non-contractual customer relationships 9 57,949 15,080 42,869 Trademarks 4 425 425 — Trade name 15 7,456 1,747 5,709 Developed technology 11 82,507 17,140 65,367 Total amortized intangible assets $ 173,970 $ 52,186 $ 121,784 IPR&D $ 9,269 — $ 9,269 Total intangible assets $ 183,239 $ 52,186 $ 131,053 Weighted Average December 31, 2018 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 19,399 $ 12,147 $ 7,252 Customer contracts 9 5,319 5,272 47 Non-contractual customer relationships 9 57,916 13,363 44,553 Trademarks 4 425 425 — Trade name 15 7,456 1,618 5,838 Developed technology 11 82,857 15,361 67,496 Total amortized intangible assets $ 173,372 $ 48,186 $ 125,186 IPR&D $ 8,235 $ 8,235 Total intangible assets $ 181,607 $ 48,186 $ 133,421 Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. Intangible asset amortization expense was $4.0 million and $4.1 million for the three months ended March 31, 2019 , and 2018, respectively. As of March 31, 2019 estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands): Remainder of 2019 $ 17,048 2020 16,099 2021 15,897 2022 15,773 2023 15,624 Thereafter 41,343 Total $ 121,784 |
Accrued Liabilities (Notes)
Accrued Liabilities (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
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, 2019 December 31, 2018 Salaries and benefits $ 29,259 $ 20,538 Incentive compensation 10,656 42,913 Operating lease liability-ST 7,966 — Accrued product field action 4,259 5,316 Third-party inventory 30 1,089 Consigned inventory 1,118 1,118 Accrued sales taxes 2,567 2,941 Restructuring accrual 1,132 1,046 Deferred revenue 6,079 3,814 Accrued other taxes 414 3,213 Accrued professional fees 12,712 15,996 Legal accrual 1,261 1,400 Distribution fees 4,040 3,977 Warranties and returns 904 1,124 Accrued freight 10,795 10,953 Contract settlement 1,667 2,083 Accrued research and development — 1,451 Other 10,006 9,848 $ 104,865 $ 128,820 Other long-term liabilities consist of the following (in thousands): March 31, 2019 December 31, 2018 Contract liabilities $ 11,591 $ 14,020 Contract settlement 1,250 1,667 Operating lease liability-LT 30,641 — Benefits 990 962 Accrued rent 1,763 1,779 Deferred revenue 346 468 Other 1,429 1,696 $ 48,010 $ 20,592 |
Income Taxes_
Income Taxes: | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | Income Taxes Income taxes were accrued at an estimated effective tax rate of 7% and (28)% for the three months ended March 31, 2019 and 2018, respectively. The effective tax rate for the three months ended March 31, 2019 differs from the federal statutory rate of 21% principally because of the effect of the mix of U.S. and foreign incomes, state income taxes, global intangible low-taxed income (GILTI) and tax credits. It is also affected by discrete items that may occur in any given year but are not consistent from year to year. The effective tax rate during the three months ended March 31, 2019 included a tax benefit of $5.6 million related to the excess tax benefits recognized on stock option exercises and the vesting of restricted stock units during the period, which is treated as a discrete item and excluded from determining our annual estimated effective tax rate. In addition, a revaluation of the contingent consideration resulted in a tax provision of $1.8 million for the three months ended March 31, 2019, which was treated as a discrete item. The effective tax rate for the three months ended March 31, 2018 differs from the federal statutory rate of 21% principally because of the effect the mix of U.S. and foreign incomes, state income taxes, tax credits and impact of a contract settlement. The contract settlement resulted in a material tax benefit of $5.7 million , which is treated as a discrete item. The effective tax rate during the three months ended March 31, 2018 also included a material tax benefit of $3.4 million related to the excess tax benefits recognized on stock option exercises and the vesting of restricted stock units during the period, which is treated as a discrete item and excluded from determining our annual estimated effective tax rate. |
Long-Term Obligations (Notes)
Long-Term Obligations (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
LOng-Term Obligations Disclosure [Abstract] | |
Long-term Debt [Text Block] | Long-Term Obligations Five-year Senior Secured Revolving Credit Facility ("Credit Facility") On November 8, 2017, we entered into a Credit Facility with various lenders for $150.0 million , with Wells Fargo Bank, N.A. as the administrative agent, swingline lender and issuing lender. As of March 31, 2019, we had no borrowings and $150.0 million of availability under the Credit Facility. The Credit Facility matures on November 8, 2022 . Debt Covenants The Credit Facility contains certain financial covenants pertaining to Consolidated Fixed Charge Coverage and Consolidated Total Leverage Ratios. In addition, the Credit Facility has restrictions pertaining to limitations on debt, liens, negative pledges, loans, advances, acquisitions, other investments, dividends, distributions, redemptions, repurchases of equity interests, fundamental changes and asset sales and other dispositions, prepayments, redemptions and purchases of subordinated debt and other junior debt, transactions with affiliates, dividend and payment restrictions affecting subsidiaries, changes in line of business, fiscal year and accounting practices and amendment of organizational documents and junior debt documents. The Consolidated Leverage Ratio is defined as the ratio of Consolidated Total Funded Indebtedness on such date, to Consolidated Adjusted EBITDA, as defined under the Credit Facility Agreement, for the most recently completed four fiscal quarters. The maximum Consolidated Leverage Ratio is not more than 3.00 to 1.00. The Consolidated Fixed Charge Coverage Ratio is defined as the ratio of: (a) Consolidated Adjusted EBITDA less the sum of (i) capital expenditures, (ii) federal, state, local and foreign income taxes paid in cash and (iii) cash restricted payments made after the closing date, to (b) Consolidated Fixed Charges for the most recently completed four fiscal quarters, calculated on a pro forma basis. The minimum Consolidated Fixed Charge Coverage Ratio is 2.00 to 1.00. We were in compliance with all financial covenants as of March 31, 2019. |
Stockholders' Equity (Notes)
Stockholders' Equity (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Stockholders' Equity 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, 2019 , we did not purchase any shares of our common stock under the stock purchase plan. As of March 31, 2019 , 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 Credit Facility (see Note 17: Long-Term Obligations). For the three months ended March 31, 2019 , we withheld 77,642 shares of our common stock from employee vested restricted stock units in consideration for $18.2 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. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income ("AOCI"), net of tax, were as follows (in thousands): Foreign Currency Translation Adjustments Unrealized Gains on Cash Flow Hedges Other Adjustments Total Balance as of January 1, 2019 $ (17,682 ) $ 638 $ 99 $ (16,945 ) Other comprehensive income before reclassifications (1,592 ) 768 6 (818 ) Amounts reclassified from AOCI — (118 ) — (118 ) Other comprehensive (loss) income (1,592 ) 650 6 (936 ) Balance as of March 31, 2019 $ (19,274 ) $ 1,288 $ 105 $ (17,881 ) Foreign Currency Translation Adjustments Unrealized Gains on Cash Flow Hedges Other Adjustments Total Balance as of January 1, 2018 $ (14,578 ) $ (365 ) $ (16 ) $ (14,959 ) Other comprehensive income before reclassifications 15,397 1,993 2 17,392 Amounts reclassified from AOCI — (179 ) — (179 ) Other comprehensive (loss) income 15,397 1,814 2 17,213 Balance as of March 31, 2018 $ 819 $ 1,449 $ (14 ) $ 2,254 |
Commitments and Contingencies_
Commitments and Contingencies: | 3 Months Ended |
Mar. 31, 2019 | |
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, Inc. 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 U.S. manufacturer defendants conspired together to restrict output and artificially fix, raise, maintain and/or stabilize 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 July 5, 2018, the District Court granted defendants’ motion to dismiss the operative complaint for failing to state a valid antitrust claim, but allowed the plaintiffs to file a second amended complaint. On September 6, 2018, plaintiffs filed a second amended complaint adding new allegations in support of their conspiracy claims and adding ICU as a defendant. All defendants have filed a motion to dismiss this second amended complaint. Briefing is complete and we are awaiting the Court's ruling. 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 stock and asset 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. On December 10, 2018, we were informed by the U.S. Department of Justice, Antitrust Division, that their investigation has been closed. In April 2018, the U.S. Department of Justice issued a HIPAA subpoena to Hospira, Inc., requesting production of documents and records regarding the manufacturing, production, testing, quality and validation of the Sapphire™ infusion pumps, sets and related accessories distributed by the Company. We are coordinating with Pfizer to produce the requested records to the Department of Justice. In March 2018, a dispute with a product partner resulted in a redefinition of our contractual arrangement and in the rights and remedies determined under such arrangement. The resolution of the dispute resulted in a $28.9 million net charge to the condensed consolidated statement of operations. In addition, during the fourth quarter of 2018, we incurred $12.7 million in additional contract settlement charges related to this arrangement as a result of the write-off of assets and additional expenses associated with the restructuring of products. 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 $225.0 million in cash upon achievement of performance targets for the company for the three years ending December 31, 2019 (see Note 9: Fair Value Measurement). The amount to be paid cannot be determined until the earn-out period has expired. Commitments We have non-cancellable operating lease agreements where we are contractually obligated to pay certain lease payment amounts, see Note 6, Leases. |
Collaborative and Other Arrange
Collaborative and Other Arrangements (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
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 ("MSAs"), (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 MSAs 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. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | Acquisitions On March 15, 2019, we entered into an Asset Purchase Agreement with one of our distributors to acquire certain assets for approximately $8.0 million . We anticipate that the acquisition will close during the second quarter of 2019. |
Restructuring Charges Restructu
Restructuring Charges Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | The following table summarizes the details of changes in our restructuring-related accrual for the period ended March 31, 2019 (in thousands): Accrued Balance January 1, 2019 Charges Incurred Payments Other Adjustments Accrued Balance March 31, 2019 Severance pay and benefits $ 677 $ 756 $ (671 ) $ — $ 762 Employment agreement buyout 739 — (96 ) — 643 $ 1,416 $ 756 $ (767 ) $ — $ 1,405 |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue [Table Text Block] | The following table represents our revenues disaggregated by geography (in thousands): For the three months ended March 31, Geography 2019 2018 Europe, the Middle East and Africa $ 32,378 $ 39,524 Other Foreign 51,361 50,932 Total Foreign 83,739 90,456 United States 247,193 281,577 Total Revenues $ 330,932 $ 372,033 The following table represents our revenues disaggregated by product (in thousands): For the three months ended March 31, Product line 2019 2018 Infusion Consumables $ 120,580 $ 119,911 IV Solutions 113,182 144,440 Infusion Systems (1) 84,282 93,439 Critical Care 12,888 14,234 Total Revenues $ 330,932 $ 372,033 |
Contract with Customer, Asset and Liability [Table Text Block] | The following table presents our changes in the contract balances for the three months ended March 31, 2019 and 2018 (in thousands): Contract Liabilities Beginning balance, January 1, 2019 $ (4,282 ) Equipment revenue recognized 448 Equipment revenue deferred due to implementation (1,343 ) Software revenue recognized 345 Software revenue deferred due to implementation (1,593 ) Ending balance, March 31, 2019 $ (6,425 ) Beginning balance, January 1, 2018 $ (7,066 ) Equipment revenue recognized 288 Equipment revenue deferred due to implementation (1,558 ) Software revenue recognized 655 Software revenue deferred due to implementation (4,080 ) Ending balance, March 31, 2018 $ (11,761 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lease, Cost [Table Text Block] | The following table presents the components of our lease cost (in thousands): For the three months ended March 31, 2019 Operating lease cost $ 2,430 Short-term lease cost 96 Total lease cost $ 2,526 |
Leases Supplemental Cash Flow (
Leases Supplemental Cash Flow (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Cash Flow, Supplemental Disclosures [Text Block] | The following table presents the supplemental cash flow information related to our leases (in thousands): For the three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 2,219 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 98 |
Leases Supplemental Balance She
Leases Supplemental Balance Sheet (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Assets and Liabilities, Leases [Table Text Block] | The following table presents the supplemental balance sheet information related to our leases (in thousands, except lease term and discount rate): As of March 31, 2019 Operating leases Operating lease right-of-use assets $ 38,365 Accrued liabilities $ 7,966 Other long-term liabilities 30,640 Total operating lease liabilities $ 38,606 Weighted Average Remaining Lease Term Operating leases 6.0 years Weighted Average Discount Rate Operating leases 5.57 % |
Leases Maturity (Tables)
Leases Maturity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | As of March 31, 2019, the maturities of our lease liabilities for each of the next five years is approximately (in thousands): Operating Leases Remainder of 2019 $ 6,018 2020 8,713 2021 6,391 2022 5,955 2023 5,795 Thereafter 13,390 Total Lease Payments 46,262 Less imputed interest (7,656 ) Total $ 38,606 As of December 31, 2018, the maturities of our operating lease liabilities for each of the next five years were approximately (in thousands): Operating Leases 2019 $ 8,326 2020 8,572 2021 6,489 2022 5,914 2023 5,615 Thereafter 13,235 Total Lease Payments (1) $ 48,151 ______________________________ (1) The lease payment maturities as of December 31, 2018 are not calculated at present value. |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 2019 2018 Net income $ 30,998 $ 4,875 Weighted-average number of common shares outstanding (for basic calculation) 20,527 20,255 Dilutive securities 1,024 1,145 Weighted-average common and common equivalent shares outstanding (for diluted calculation) 21,551 21,400 EPS — basic $ 1.51 $ 0.24 EPS — diluted $ 1.44 $ 0.23 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Cash Flow Hedging Instruments, Statements of Financial Performance and Financial Position, Location [Table Text Block] | The following table presents the fair values of our derivative instruments included within the Condensed Consolidated Balance Sheet as of March 31, 2019 and December 31, 2018 (in thousands): Derivatives Condensed Consolidated Balance Sheet Location March 31, 2019 December 31, 2018 Derivatives designated as cash flow hedging instruments Foreign exchange forward contract: Prepaid expenses and other current assets $ 874 $ 187 Other assets 713 545 Total derivatives designated as cash flow hedging instruments $ 1,587 $ 732 The following table presents the amounts affecting the Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (in thousands): Line Item in the Condensed Consolidated Statements of Operations Three months ended 2019 2018 Derivatives designated as cash flow hedging instruments Foreign exchange forward contracts Cost of goods sold $ 155 $ 235 |
Schedule of Cash Flow Hedges Included in Accumulated Other Comprehensive Income (Loss) [Table Text Block] | We recognized the following gains on our foreign exchange contracts designated as a cash flow hedge (in thousands): Amount of Gain Recognized in Other Comprehensive Income on Derivatives Amount of Gain Reclassified From Accumulated Other Comprehensive Income into Income Three months ended Three months ended 2019 2018 Location of Gain Reclassified From Accumulated Other Comprehensive Income into Income 2019 2018 Derivatives designated as cash flow hedges: Foreign exchange forward contract $ 1,010 $ 2,622 Cost of goods sold $ 155 $ 235 Total derivatives designated as cash flow hedging instruments $ 1,010 $ 2,622 $ 155 $ 235 As of March 31, 2019 , we expect approximately $0.9 million of the deferred gains on the outstanding derivatives in accumulated other comprehensive income to be reclassified to net income during the next 12 months concurrent with the underlying hedged transactions also being reported in net income. |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | The following table provides a reconciliation of the Level 3 earn-out liability measured at estimated fair value as of December 31, 2018 to March 31, 2019 (in thousands): Earn-out Liability Accrued balance, January 1, 2019 $ 47,400 Change in fair value of earn-out (included in income from operations as a separate line item) (7,700 ) Accrued balance, March 31, 2019 $ 39,700 |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | The following table provides quantitative information about Level 3 inputs for fair value measurement of our earn-out liability as of December 31, 2018 and March 31, 2019 . Significant increases or decreases in these inputs in isolation could result in a significant impact on our fair value measurement: Simulation Input As of March 31, 2019 As of December 31, 2018 Adjusted EBITDA Volatility 30.00 % 30.00 % WACC 8.25 % 8.25 % 20-year risk free rate 2.63 % 2.87 % Market price of risk 5.47 % 5.24 % Cost of debt 4.35 % 5.25 % |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Our assets and 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, 2019 Total carrying value Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Assets: Available for sale securities: Short-term $ 17,214 $ — $ 17,214 $ — Long-term 2,021 — 2,021 — Foreign exchange forwards: Prepaid expenses and other current assets 874 — 874 — Other assets 713 — 713 — Total Assets $ 20,822 $ — $ 20,822 $ — Liabilities: Earn-out liability $ 39,700 $ — $ — $ 39,700 Total Liabilities $ 39,700 $ — $ — $ 39,700 Fair value measurements at December 31, 2018 Total carrying value Quoted prices in active markets for identical assets (level 1) Significant other observable inputs (level 2) Significant unobservable inputs (level 3) Assets: Available for sale securities: Short-term $ 37,329 $ — $ 37,329 $ — Long-term 2,025 — 2,025 — Foreign exchange forwards: Prepaid expenses and other current assets 187 — 187 — Other assets 545 — 545 — Total Assets $ 40,086 $ — $ 40,086 $ — Liabilities: Earn-out liability $ 47,400 $ — $ — $ 47,400 Total Liabilities $ 47,400 $ — $ — $ 47,400 |
Investment Securities (Tables)
Investment Securities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Investments, Debt and Equity Securities [Abstract] | |
Available-for-sale Securities [Table Text Block] | Our short and long-term investment securities consisted of the following (in thousands): As of March 31, 2019 Amortized Cost Unrealized Holding Gains (Losses) Fair Value Short-term corporate bonds $ 17,214 $ — $ 17,214 Long-term corporate bonds 2,021 — 2,021 Total investment securities $ 19,235 $ — $ 19,235 As of December 31, 2018 Amortized Cost Unrealized Holding Gains (Losses) Fair Value Short-term corporate bonds $ 37,329 $ — $ 37,329 Long-term corporate bonds 2,025 — 2,025 Total investment securities $ 39,354 $ — $ 39,354 |
Prepaids and Other Current As_2
Prepaids and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transaction [Line Items] | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] | Prepaid expenses and other current assets consist of the following (in thousands): March 31, 2019 December 31, 2018 Deposits $ 1,232 $ 1,087 Other prepaid expenses and receivables 13,050 12,476 Receivables from Pfizer related to HIS business acquisition (1) — 20,137 Deferred costs 3,655 1,951 Prepaid insurance and property taxes 3,070 2,666 VAT/GST receivable 5,207 5,072 Deferred tax charge 1,180 1,180 Other 2,516 1,548 $ 29,910 $ 46,117 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following (in thousands): March 31, 2019 December 31, 2018 Raw material $ 101,102 $ 104,104 Work in process 57,337 52,909 Finished goods 163,308 154,150 Total inventories $ 321,747 $ 311,163 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following (in thousands): March 31, 2019 December 31, 2018 Machinery and equipment $ 207,665 $ 203,431 Land, building and building improvements 216,042 212,283 Molds 59,695 59,700 Computer equipment and software 81,834 80,420 Furniture and fixtures 7,410 7,409 Instruments placed with customers (1) 64,111 60,757 Construction in progress 73,182 70,864 Total property and equipment, cost 709,939 694,864 Accumulated depreciation (277,001 ) (262,223 ) Property and equipment, net $ 432,938 $ 432,641 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 (in thousands): Total Balance as of January 1, 2019 $ 11,195 Currency translation 46 Balance as of March 31, 2019 $ 11,241 |
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, 2019 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 20,314 $ 12,475 $ 7,839 Customer contracts 9 5,319 5,319 — Non-contractual customer relationships 9 57,949 15,080 42,869 Trademarks 4 425 425 — Trade name 15 7,456 1,747 5,709 Developed technology 11 82,507 17,140 65,367 Total amortized intangible assets $ 173,970 $ 52,186 $ 121,784 IPR&D $ 9,269 — $ 9,269 Total intangible assets $ 183,239 $ 52,186 $ 131,053 Weighted Average December 31, 2018 Amortization Life in Years Cost Accumulated Amortization Net Patents 10 $ 19,399 $ 12,147 $ 7,252 Customer contracts 9 5,319 5,272 47 Non-contractual customer relationships 9 57,916 13,363 44,553 Trademarks 4 425 425 — Trade name 15 7,456 1,618 5,838 Developed technology 11 82,857 15,361 67,496 Total amortized intangible assets $ 173,372 $ 48,186 $ 125,186 IPR&D $ 8,235 $ 8,235 Total intangible assets $ 181,607 $ 48,186 $ 133,421 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | As of March 31, 2019 estimated annual amortization for our intangible assets for each of the next five years is approximately (in thousands): Remainder of 2019 $ 17,048 2020 16,099 2021 15,897 2022 15,773 2023 15,624 Thereafter 41,343 Total $ 121,784 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accrued Liabilities [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | Accrued Liabilities and Other Long-Term Liabilities Accrued liabilities consist of the following (in thousands): March 31, 2019 December 31, 2018 Salaries and benefits $ 29,259 $ 20,538 Incentive compensation 10,656 42,913 Operating lease liability-ST 7,966 — Accrued product field action 4,259 5,316 Third-party inventory 30 1,089 Consigned inventory 1,118 1,118 Accrued sales taxes 2,567 2,941 Restructuring accrual 1,132 1,046 Deferred revenue 6,079 3,814 Accrued other taxes 414 3,213 Accrued professional fees 12,712 15,996 Legal accrual 1,261 1,400 Distribution fees 4,040 3,977 Warranties and returns 904 1,124 Accrued freight 10,795 10,953 Contract settlement 1,667 2,083 Accrued research and development — 1,451 Other 10,006 9,848 $ 104,865 $ 128,820 Other long-term liabilities consist of the following (in thousands): March 31, 2019 December 31, 2018 Contract liabilities $ 11,591 $ 14,020 Contract settlement 1,250 1,667 Operating lease liability-LT 30,641 — Benefits 990 962 Accrued rent 1,763 1,779 Deferred revenue 346 468 Other 1,429 1,696 $ 48,010 $ 20,592 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | The components of accumulated other comprehensive income ("AOCI"), net of tax, were as follows (in thousands): Foreign Currency Translation Adjustments Unrealized Gains on Cash Flow Hedges Other Adjustments Total Balance as of January 1, 2019 $ (17,682 ) $ 638 $ 99 $ (16,945 ) Other comprehensive income before reclassifications (1,592 ) 768 6 (818 ) Amounts reclassified from AOCI — (118 ) — (118 ) Other comprehensive (loss) income (1,592 ) 650 6 (936 ) Balance as of March 31, 2019 $ (19,274 ) $ 1,288 $ 105 $ (17,881 ) Foreign Currency Translation Adjustments Unrealized Gains on Cash Flow Hedges Other Adjustments Total Balance as of January 1, 2018 $ (14,578 ) $ (365 ) $ (16 ) $ (14,959 ) Other comprehensive income before reclassifications 15,397 1,993 2 17,392 Amounts reclassified from AOCI — (179 ) — (179 ) Other comprehensive (loss) income 15,397 1,814 2 17,213 Balance as of March 31, 2018 $ 819 $ 1,449 $ (14 ) $ 2,254 |
Strategic Transaction and Int_2
Strategic Transaction and Integration Expenses (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Combinations [Abstract] | ||
Strategic transaction expenses | $ 23.6 | $ 19.8 |
Restructuring Charges Restruc_2
Restructuring Charges Restructuring Table (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | $ 1,416 |
Restructuring Charges | 756 |
Payments for Restructuring | (767) |
Restructuring Reserve, Accrual Adjustment | 0 |
Restructuring Reserve | 1,405 |
Employee Severance [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | 677 |
Restructuring Charges | 756 |
Payments for Restructuring | (671) |
Restructuring Reserve, Accrual Adjustment | 0 |
Restructuring Reserve | 762 |
Special Termination Benefits [Member] | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | 739 |
Restructuring Charges | 0 |
Payments for Restructuring | (96) |
Restructuring Reserve, Accrual Adjustment | 0 |
Restructuring Reserve | $ 643 |
Restructuring Charges Restruc_3
Restructuring Charges Restructuring Text (Details) $ in Millions | Mar. 31, 2019USD ($) |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Cost, Cost Incurred to Date | $ 23.9 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 330,932 | $ 372,033 |
Infusion Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 84,282 | $ 93,439 |
Equipment revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Remaining Performance Obligation, Amount | 4,900 | |
Software revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue, Remaining Performance Obligation, Amount | $ 1,500 |
Revenue Disaggregated Revenue b
Revenue Disaggregated Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 330,932 | $ 372,033 |
EMEA [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 32,378 | 39,524 |
Other foreign countries [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 51,361 | 50,932 |
Foreign [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 83,739 | 90,456 |
UNITED STATES | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 247,193 | $ 281,577 |
Revenue Disaggregated Revenue_2
Revenue Disaggregated Revenue by Product Line (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 330,932 | $ 372,033 |
Infusion Consumables [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 120,580 | 119,911 |
IV Solutions [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 113,182 | 144,440 |
Infusion Systems [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 84,282 | 93,439 |
Critical Care [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 12,888 | $ 14,234 |
Revenue Contract Liabilities (D
Revenue Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Movement in Deferred Revenue [Roll Forward] | ||
Contract with Customer, Liability | $ (4,282) | $ (7,066) |
Contract with Customer, Liability | (6,425) | (11,761) |
Equipment revenue [Member] | ||
Movement in Deferred Revenue [Roll Forward] | ||
Deferred Revenue, Additions | (1,343) | (1,558) |
Increase (Decrease) in Deferred Revenue | 448 | 288 |
Software revenue [Member] | ||
Movement in Deferred Revenue [Roll Forward] | ||
Deferred Revenue, Additions | (1,593) | (4,080) |
Increase (Decrease) in Deferred Revenue | $ 345 | $ 655 |
Leases (Details)
Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating Lease, Cost | $ 2,430 |
Short-term Lease, Cost | 96 |
Lease, Cost | $ 2,526 |
Leases Cash Flow, Operating Act
Leases Cash Flow, Operating Activities, Lessee (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating Lease, Payments | $ 2,219 |
Right-of-Use Asset Obtained in Exchange for Operating Lease Liability | $ 98 |
Leases Assets and Liabilities,
Leases Assets and Liabilities, Lessee (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | |||
Operating Lease, Right-of-Use Asset | $ 38,365 | $ 0 | [1] |
Operating Lease, Liability, Current | 7,966 | $ 0 | |
Operating Lease, Liability, Noncurrent | 30,640 | ||
Operating Lease, Liability | $ 38,606 | ||
Operating Lease, Weighted Average Remaining Lease Term | 6 years | ||
Operating Lease, Weighted Average Discount Rate, Percent | 5.57% | ||
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Leases Maturity (Details)
Leases Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Lessee, Operating Lease, Liability, Payments, Due Next Twelve Months | $ 8,326 | |
Lessee, Operating Lease, Liability, Payments, Remainder of Fiscal Year | $ 6,018 | |
Lessee, Operating Lease, Liability, Payments, Due Year Two | 8,713 | 8,572 |
Lessee, Operating Lease, Liability, Payments, Due Year Three | 6,391 | 6,489 |
Lessee, Operating Lease, Liability, Payments, Due Year Four | 5,955 | 5,914 |
Lessee, Operating Lease, Liability, Payments, Due Year Five | 5,795 | 5,615 |
Lessee, Operating Lease, Liability, Payments, Due after Year Five | 13,390 | 13,235 |
Lessee, Operating Lease, Liability, Payments, Due | 46,262 | $ 48,151 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | (7,656) | |
Operating Lease, Liability | $ 38,606 |
Leases Text (Details)
Leases Text (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lessee, Lease, Description [Line Items] | |
New Accounting Pronouncement or Change in Accounting Principle, Effect of Adoption, Quantification | $ 40.4 |
Lessee, Operating Lease, Option to Extend | 5 years |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 1 year |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lessee, Operating Lease, Term of Contract | 15 years |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,998 | 24,781 |
Net Income | $ 30,998 | $ 4,875 |
Weighted average number of common shares outstanding (for basic calculation) | 20,527,000 | 20,255,000 |
Dilutive securities | 1,024,000 | 1,145,000 |
Diluted (in shares) | 21,551,000 | 21,400,000 |
EPS - basic | $ 1.51 | $ 0.24 |
Diluted (In dollars per share) | $ 1.44 | $ 0.23 |
Net Income Per Share (Details 1
Net Income Per Share (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Earnings Per Share [Abstract] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,998 | 24,781 |
Derivative Financial Instrume_3
Derivative Financial Instruments (Details) $ in Millions, $ in Millions | Mar. 31, 2019USD ($) | Mar. 31, 2019MXN ($) |
Derivative [Line Items] | ||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | $ 0.9 | |
Hedge 1 [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 60 | |
Derivative, Forward Exchange Rate | 20.01 | 20.01 |
Hedge 2 [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 183.9 | |
Derivative, Forward Exchange Rate | 20.43 | 20.43 |
Hedge 3 [Member] [Member] | ||
Derivative [Line Items] | ||
Derivative, Notional Amount | $ 398 | |
Derivative, Forward Exchange Rate | 22.109 | 22.109 |
Derivative Financial Instrume_4
Derivative Financial Instruments Derivative Instruments and Hedging Activities - FV of Derivative Instruments Included Within Consolidated Balance Sheet (Details) - Foreign Exchange Forward [Member] - Designated as Hedging Instrument [Member] - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | $ 874 | $ 187 |
Other Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | 713 | 545 |
Derivative Financial Instruments, Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Asset | $ 1,587 | |
Derivative Financial Instruments, Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability | $ 732 |
Derivative Financial Instrume_5
Derivative Financial Instruments Derivative Instruments and Hedging Activities - Amounts Affecting Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Gain (Loss) on Derivative, Net | $ 155 | $ 235 |
Derivative Financial Instrume_6
Derivative Financial Instruments Derivative Instruments and Hedging Activities - Cash Flow Hedge Activity Included in Accumulated Other Comprehensive Income (Loss) (Details) - Cost of Sales [Member] - Foreign Exchange Forward [Member] - Cash Flow Hedging [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion | $ 1,010 | $ 2,622 |
Derivative Instruments, Gain Reclassified from Accumulated OCI into Income, Effective Portion | $ 155 | $ 235 |
Fair Value Measurement Fair Val
Fair Value Measurement Fair Value Measurements, Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Current | $ 17,214 | $ 37,329 | [1] |
Available for sale securities, noncurrent | 2,021 | 2,025 | [1] |
Available-for-sale Securities | 40,086 | ||
Assets, Fair Value Disclosure | 20,822 | ||
Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 874 | 187 | |
Other Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 713 | 545 | |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Current | 0 | 0 | |
Available for sale securities, noncurrent | 0 | 0 | |
Available-for-sale Securities | 0 | ||
Assets, Fair Value Disclosure | 0 | ||
Fair Value, Inputs, Level 1 [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 1 [Member] | Other Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Current | 17,214 | 37,329 | |
Available for sale securities, noncurrent | 2,021 | 2,025 | |
Available-for-sale Securities | 40,086 | ||
Assets, Fair Value Disclosure | 20,822 | ||
Fair Value, Inputs, Level 2 [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 874 | 187 | |
Fair Value, Inputs, Level 2 [Member] | Other Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 713 | 545 | |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale Securities, Current | 0 | 0 | |
Available for sale securities, noncurrent | 0 | 0 | |
Available-for-sale Securities | 0 | ||
Assets, Fair Value Disclosure | 0 | ||
Fair Value, Inputs, Level 3 [Member] | Prepaid Expenses and Other Current Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Fair Value, Inputs, Level 3 [Member] | Other Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign Currency Contract, Asset, Fair Value Disclosure | 0 | 0 | |
Earn-out liability [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 39,700 | 47,400 | |
Earn-out liability [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 0 | 0 | |
Earn-out liability [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 0 | 0 | |
Earn-out liability [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 39,700 | 47,400 | |
Liabilities, Total [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 39,700 | 47,400 | |
Liabilities, Total [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 0 | 0 | |
Liabilities, Total [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | 0 | 0 | |
Liabilities, Total [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Nonfinancial Liabilities Fair Value Disclosure | $ 39,700 | $ 47,400 | |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Fair Value Measurement Fair V_2
Fair Value Measurement Fair Value Measurement (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Fair Value Disclosures [Abstract] | |
contingent consideration gross | $ 225 |
Fair Value Measurement Fair V_3
Fair Value Measurement Fair Value Liabilities Measured on Recurring Basis, Unobservable Inputs (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | [1] | |
Fair Value Disclosures [Abstract] | |||
Fair Value, Liabilities Measured on Recurring Basis, Change in Unrealized Gain (Loss) | $ (7,700) | ||
CONTINGENT EARN-OUT LIABILITY | $ 39,700 | $ 47,400 | |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Fair Value Measurement Fair V_4
Fair Value Measurement Fair Value Inputs, Liabilities, Quantitative Information (Details) | Mar. 31, 2019 | Dec. 31, 2018 |
MeasurementinputadjustedEBITDAvolatility [Domain] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.3000 | 0.3000 |
Measurement Input, Discount Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0825 | 0.0825 |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0263 | 0.0287 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0547 | 0.0524 |
Measurement Input, Cost of Debt [Domain] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.0435 | 0.0525 |
Investment Securities (Details)
Investment Securities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Investments, Debt and Equity Securities [Abstract] | |
Gain (Loss) on Sale of Investments | $ 0 |
Investment Contract Settlement Date Range End | Jul. 22, 2020 |
Investment Maturity Date Range Start | Jan. 15, 2019 |
Investment Securities Table (De
Investment Securities Table (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Debt Securities, Available-for-sale [Line Items] | |||
Debt Securities, Available-for-sale, Current | $ 17,214 | $ 37,329 | |
Debt Securities, Available-for-sale, Noncurrent | 2,021 | 2,025 | |
Debt Securities, Available-for-sale, Amortized Cost | 19,235 | 39,354 | |
Debt Securities, Available-for-sale, Unrealized Loss | 0 | $ 0 | |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, within One Year, Fair Value | 17,214 | 37,329 | |
Debt Securities, Available-for-sale, Maturity, Allocated and Single Maturity Date, after One Through Five Years, Fair Value | 2,021 | 2,025 | |
Debt Securities, Available-for-sale | 19,235 | 39,354 | |
Available-for-sale Debt Security Current [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | 0 | 0 | |
Available-for-sale Debt Security Noncurrent [Member] | |||
Debt Securities, Available-for-sale [Line Items] | |||
Debt Securities, Available-for-sale, Continuous Unrealized Loss Position, Less than 12 Months, Accumulated Loss | $ 0 | $ 0 |
Prepaids and Other Current As_3
Prepaids and Other Current Assets Prepaids and Other Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Deposit Assets | $ 1,232 | $ 1,087 | |
Other Receivables | 0 | 20,137 | |
Other Prepaid Expense, Current | 13,050 | 12,476 | |
Deferred Costs and Other Assets | 3,655 | 1,951 | |
Prepaid insurance and property taxes | 3,070 | 2,666 | |
Prepaid Taxes | 5,207 | 5,072 | |
Deferred tax charge | 1,180 | 1,180 | |
Other Assets, Current | 2,516 | 1,548 | |
Prepaid expenses and other current assets | $ 29,910 | $ 46,117 | [1] |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |||
Raw material | $ 101,102 | $ 104,104 | |
Work in process | 57,337 | 52,909 | |
Finished goods | 163,308 | 154,150 | |
Total | $ 321,747 | $ 311,163 | [1] |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | $ 709,939 | $ 694,864 | |
Accumulated depreciation | (277,001) | (262,223) | |
Net property and equipment | 432,938 | 432,641 | [1] |
Machinery and Equipment, Gross | 207,665 | 203,431 | |
Furniture and Fixtures, Gross | 7,410 | 7,409 | |
Construction in Progress, Gross | 73,182 | 70,864 | |
Land, Buildings and Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | 216,042 | 212,283 | |
Molds [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | 59,695 | 59,700 | |
Computer Equipment and Software [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | 81,834 | 80,420 | |
Instruments Placed with Customers [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment, cost | $ 64,111 | $ 60,757 | |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Property and Equipment Text (De
Property and Equipment Text (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 15.1 | $ 14.2 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets Goodwill Table (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($) | ||
Goodwill [Line Items] | ||
GOODWILL | $ 11,195 | [1] |
Goodwill, Foreign Currency Translation Gain (Loss) | 46 | |
GOODWILL | $ 11,241 | |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets Intangibles Table (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | ||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 173,970 | $ 173,372 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 52,186 | 48,186 | |
Finite-Lived Intangible Assets, Net | 121,784 | 125,186 | |
Indefinite-lived Intangible Assets (Excluding Goodwill) | 9,269 | 8,235 | |
Intangible Assets, Gross (Excluding Goodwill) | 183,239 | 181,607 | |
INTANGIBLE ASSETS, net | $ 131,053 | $ 133,421 | [1] |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years | 10 years | |
Finite-Lived Intangible Assets, Gross | $ 20,314 | $ 19,399 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 12,475 | 12,147 | |
Finite-Lived Intangible Assets, Net | $ 7,839 | $ 7,252 | |
Customer Contracts [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 9 years | 9 years | |
Finite-Lived Intangible Assets, Gross | $ 5,319 | $ 5,319 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 5,319 | 5,272 | |
Finite-Lived Intangible Assets, Net | $ 0 | $ 47 | |
Customer-Related Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 9 years | 9 years | |
Finite-Lived Intangible Assets, Gross | $ 57,949 | $ 57,916 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 15,080 | 13,363 | |
Finite-Lived Intangible Assets, Net | $ 42,869 | $ 44,553 | |
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 | $ 7,456 | $ 7,456 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 1,747 | 1,618 | |
Finite-Lived Intangible Assets, Net | $ 5,709 | $ 5,838 | |
Developed Technology Rights [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 11 years | 11 years | |
Finite-Lived Intangible Assets, Gross | $ 82,507 | $ 82,857 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 17,140 | 15,361 | |
Finite-Lived Intangible Assets, Net | $ 65,367 | $ 67,496 | |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets Text (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 4 | $ 4.1 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets 5-Year Amortization (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months | $ 17,048 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Two | 16,099 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Three | 15,897 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Four | 15,773 | |
Finite-Lived Intangible Assets, Amortization Expense, Year Five | 15,624 | |
Finite-Lived Intangible Assets, Amortization Expense, after Year Five | 41,343 | |
Finite-Lived Intangible Assets, Net | $ 121,784 | $ 125,186 |
Accrued Liabilities (Details)
Accrued Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | |||
Accrued Liabilities [Abstract] | ||||||
Salaries and benefits | $ 29,259 | $ 20,538 | $ 20,538 | |||
Incentive compensation | 10,656 | 42,913 | 42,913 | |||
Operating Lease, Liability, Current | 7,966 | 0 | 0 | |||
Accrued Product Field Action | 4,259 | 5,316 | 5,316 | |||
Third-party Inventory | 30 | 1,089 | ||||
Consigned inventory | 1,118 | 1,118 | 1,118 | |||
Sales taxes | 2,567 | 2,941 | 2,941 | |||
Restructuring accrual | 1,132 | 1,046 | 1,046 | |||
Contract with Customer, Liability, Current | 6,079 | 3,814 | 3,814 | |||
Accrued other taxes | 414 | 3,213 | 3,213 | |||
Accrued Professional Fees | 12,712 | 15,996 | 15,996 | |||
Legal accrual | 1,261 | 1,400 | 1,400 | |||
Distribution Fees | 4,040 | 3,977 | 3,977 | |||
Warranties and returns | 904 | 1,124 | 1,124 | |||
Accrued freight | 10,795 | 10,953 | 10,953 | |||
contract settlement-ST | 1,667 | (12,700) | $ (28,900) | 2,083 | ||
Accrued research and development expense | 0 | 1,451 | ||||
Other | 10,006 | 9,848 | 9,848 | |||
Accrued liabilities | $ 104,865 | $ 128,820 | [1] | $ 128,820 | [1] | |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Accrued Liabilities Long-term l
Accrued Liabilities Long-term liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Accrued Liabilities [Abstract] | |||
Liabilities for contracts | $ 11,591 | $ 14,020 | |
contract settlement | 1,250 | 1,667 | |
Capital Lease Obligations, Noncurrent | 30,641 | 0 | |
Accrued Employee Benefits | 990 | 962 | |
Accrued Rent | 1,763 | 1,779 | |
Contract with Customer, Liability, Noncurrent | 346 | 468 | |
Other Accrued Liabilities, Noncurrent | 1,429 | 1,696 | |
OTHER LONG-TERM LIABILITIES | $ 48,010 | $ 20,592 | [1] |
[1] | December 31, 2018 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, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate | 7.00% | (28.00%) |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% |
contract settlement tax benefit | $ 5.7 | |
Employee Service Share-based Compensation, Tax Benefit from Exercise of Stock Options | $ 5.6 | $ 3.4 |
Discretetaxbenefitcontingentconsiderationrevaluation | $ 1.8 |
Long-Term Obligations (Details)
Long-Term Obligations (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
LOng-Term Obligations Disclosure [Abstract] | |
Line of Credit Facility, Maximum Borrowing Capacity | $ 150 |
Line of Credit Facility, Remaining Borrowing Capacity | $ 150 |
Line of Credit Facility, Expiration Date | Nov. 8, 2022 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Stockholders' Equity Attributable to Parent [Abstract] | ||
Treasury Stock Purchase Plan | $ 40,000 | |
Treasury Stock Purchase Plan Remaining Available | $ 7,200 | |
Shares Paid for Tax Withholding for Share Based Compensation | 77,642 | |
Payments Related to Tax Withholding for Share-based Compensation | $ 18,157 | $ 5,338 |
Stockholders' Equity Accumulate
Stockholders' Equity Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ (16,945) | [1] | $ (14,959) |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (818) | 17,392 | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | (118) | (179) | |
Other Comprehensive (loss) income, net of Tax | (936) | 17,213 | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | (6) | (2) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (17,881) | 2,254 | |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | (17,682) | (14,578) | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | (1,592) | 15,397 | |
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | 0 | 0 | |
Other Comprehensive (loss) income, net of Tax | (1,592) | 15,397 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | (19,274) | 819 | |
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 638 | (365) | |
Other Comprehensive Income (Loss), Unrealized Gain (Loss) on Derivatives Arising During Period, Net of Tax | 768 | 1,993 | |
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI on Derivatives, Net of Tax | (118) | (179) | |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax, Portion Attributable to Parent | 650 | 1,814 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | 1,288 | 1,449 | |
Accumulated Defined Benefit Plans Adjustment Attributable to Parent [Member] | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 99 | (16) | |
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax | 6 | 2 | |
Other Comprehensive Income (Loss), Defined Benefit Plan, Gain (Loss), Reclassification Adjustment from AOCI, after Tax | 0 | 0 | |
Other Comprehensive (Income) Loss, Defined Benefit Plan, after Tax and Reclassification Adjustment, Attributable to Parent | 6 | 2 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax | $ 105 | $ (14) | |
[1] | December 31, 2018 balances were derived from audited consolidated financial statements. |
Commitments and Contingencies E
Commitments and Contingencies Earn-out (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
contingent consideration gross | $ 225 |
Commitments and Contingencies C
Commitments and Contingencies Contingency (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Contract settlement | $ 2,783 | $ 28,917 |
Commitments and Contingencies_2
Commitments and Contingencies Contract Settlement (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
contract settlement-ST | $ (1,667) | $ 12,700 | $ 28,900 | $ (2,083) |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Subsequent Events [Abstract] | |
business combination consideration subsequent transfer | $ 8 |