##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 For the transition period from               to
 Commission file number: 000-18338
 I-FLOW CORPORATION
  Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
    
    33-0121984
(I.R.S. Employer Identification No.)20202 Windrow Drive, Lake Forest, CA
    
    92630(Address of Principal Executive Offices)
    
    (Zip Code)
 
 þ o
 o þ o
 o þ




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##### 



I-FLOW CORPORATION
 FORM 10-Q
 FOR THE QUARTER ENDED MARCH 31, 2006
 Table of Contents
 PagePart I: Financial InformationItem 1.
    
    Financial Statements (Unaudited)Condensed Consolidated Balance Sheets
    
    
    1Condensed Consolidated Statements of Operations and Comprehensive Operations
    
    
    2Condensed Consolidated Statements of Cash Flows
    
    
    3Notes to Condensed Consolidated Financial Statements
    
    
    4Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    17Item 4.
    
    Controls and Procedures
    
    
    17Part II: Other InformationItem 1.
    
    Legal Proceedings
    
    
    18Item 1A.
    
    Risk Factors
    
    
    18Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    20Item 5.
    
    Other Information
    
    
    20Item 6.
    
    Exhibits
    
    
    20SignaturesEXHIBIT 10.37EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1




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##### Table of Contents



PART 1  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 I-FLOW CORPORATION
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Amounts in thousands, except per share data)
 March 31,
    
    
    December 31,2006
    
    
    2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    12,146
    
    
    $
    13,877Short-term investments
    
    
    11,385
    
    
    
    13,276Accounts receivable, less allowance for
doubtful accounts of $4,140 and $3,372
at March 31, 2006 and December 31, 2005,
respectively
    
    
    24,871
    
    
    
    22,344Inventories, net
    
    
    12,853
    
    
    
    11,717Prepaid expenses and other current assets
    
    
    1,082
    
    
    
    1,423Total current assets
    
    
    62,337
    
    
    
    62,637Property, net
    
    
    14,546
    
    
    
    14,867Goodwill
    
    
    2,639
    
    
    
    2,639Other intangible assets, net
    
    
    2,616
    
    
    
    2,655Other long-term assets
    
    
    155
    
    
    
    155Total assets
    
    $
    82,293
    
    
    $
    82,953LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    4,314
    
    
    $
    3,839Accrued payroll and related expenses
    
    
    4,739
    
    
    
    6,616Accrued use taxes payable
    
    
    1,193
    
    
    
    1,173Income taxes payable
    
    
    462
    
    
    
    337Other current liabilities
    
    
    495
    
    
    
    939Total current liabilities
    
    
    11,203
    
    
    
    12,904Commitments and contingenciesStockholders equity:Preferred stock  $0.001 par value;
5,000 shares authorized; no shares
issued and outstanding
    
    
    
    
    
    
    Common stock  $0.001 par value; 40,000
shares authorized; 23,291 and 22,629
shares issued and outstanding at March
31, 2006 and
December 31, 2005, respectively
    
    
    112,415
    
    
    
    110,890Accumulated other comprehensive loss
    
    
    (244
    )
    
    
    (242
    )Accumulated deficit
    
    
    (41,081
    )
    
    
    (40,599
    )Net stockholders equity
    
    
    71,090
    
    
    
    70,049Total liabilities and stockholders equity
    
    $
    82,293
    
    
    $
    82,953
  1




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I-FLOW CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE OPERATIONS
(Unaudited)
(Amounts in thousands, except per share data)
 Three Months EndedMarch 31,2006
    
    
    2005Revenues:Net product sales
    
    $
    19,901
    
    
    $
    16,270Net rental income and other
    
    
    7,717
    
    
    
    6,471Total revenues
    
    
    27,618
    
    
    
    22,741Cost of revenues:Product cost of revenues
    
    
    5,322
    
    
    
    4,340Rental cost of revenues
    
    
    2,010
    
    
    
    1,762Total cost of revenues
    
    
    7,332
    
    
    
    6,102Gross profit
    
    
    20,286
    
    
    
    16,639Operating expenses:Selling and marketing
    
    
    14,790
    
    
    
    13,562General and administrative
    
    
    5,412
    
    
    
    4,624Product development
    
    
    583
    
    
    
    623Total operating expenses
    
    
    20,785
    
    
    
    18,809Operating loss
    
    
    (499
    )
    
    
    (2,170
    )Interest income, net
    
    
    164
    
    
    
    239Loss before income taxes
    
    
    (335
    )
    
    
    (1,931
    )Income tax expense
    
    
    147
    
    
    
    78Net loss
    
    $
    (482
    )
    
    $
    (2,009
    )Net loss per share:Basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.09
    )Comprehensive Operations:Net loss
    
    $
    (482
    )
    
    $
    (2,009
    )Foreign currency translation loss
    
    
    (27
    )
    
    
    (2
    )Unrealized gain (loss) on investment securities
    
    
    25
    
    
    
    (65
    )Comprehensive loss
    
    $
    (484
    )
    
    $
    (2,076
    )
  2




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I-FLOW CORPORATION
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
 Three Months EndedMarch 31,2006
    
    
    2005CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
    
    $
    (482
    )
    
    $
    (2,009
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    1,231
    
    
    
    1,038Provision for doubtful accounts receivable
    
    
    771
    
    
    
    385Stock-based compensation
    
    
    760
    
    
    
    751Provision for inventory obsolescence
    
    
    180
    
    
    
    (2
    )Loss on property disposal
    
    
    72
    
    
    
    29Changes in operating assets and liabilities:Accounts receivable
    
    
    (3,298
    )
    
    
    (1,463
    )Inventories
    
    
    (1,316
    )
    
    
    (1,318
    )Prepaid expenses and other current assets
    
    
    341
    
    
    
    (89
    )Accounts payable, accrued payroll and related expenses
    
    
    (1,382
    )
    
    
    (340
    )Income taxes payable
    
    
    125
    
    
    
    79Other current liabilities
    
    
    (444
    )
    
    
    82Net cash used in operating activities
    
    
    (3,442
    )
    
    
    (2,857
    )CASH FLOWS FROM INVESTING ACTIVITIES:Property acquisitions
    
    
    (850
    )
    
    
    (2,346
    )Purchases of investments
    
    
    
    
    
    
    (1,209
    )Maturities of investments
    
    
    1,916
    
    
    
    12,525Sale of investments
    
    
    
    
    
    
    985Patent acquisitions
    
    
    (93
    )
    
    
    (125
    )Net cash provided by investing activities
    
    
    973
    
    
    
    9,830CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from exercise of stock options and warrants
    
    
    765
    
    
    
    285Net cash provided by financing activities
    
    
    765
    
    
    
    285Effect of exchange rates on cash
    
    
    (27
    )
    
    
    (2
    )NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
    
    
    (1,731
    )
    
    
    7,256CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
    
    
    13,877
    
    
    
    10,021CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    12,146
    
    
    $
    17,277SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES:Property acquisitions
    
    $
    2
    
    
    $
    
  3




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I-FLOW CORPORATION
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  1. Basis of Presentation and Summary of Significant Accounting Policies
 Basis of Presentation
  Use of Estimates 
 New Accounting Pronouncements Accounting
Changes and Error Corrections  A Replacement of APB Opinion No. 20 and FASB Statement No. 3
 Accounting for Stock-Based Compensation  Share-Based Payment Accounting for Stock-Based Compensation Accounting for Stock Issued to Employees Share-Based Payment
  Accounting for Stock Appreciation Rights and Other Variable Stock Option or
Award Plans, .
 4




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Three Months Ended March 31,2006
    
    2005Expected life (in years)
    
    
    3.0  5.0
    
    
    
    5.0Risk-free interest rate
    
    
    4.72%  4.74%
    
    
    
    4.17%Volatility
    
    
    57%
    
    
    
    86%Dividend yield
    
    
    0.00%
    
    
    
    0.00%
    Stock Options
  5




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Weighted-AverageWeighted-
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateNumber
    
    
    Price Paid
    
    
    Term
    
    
    Intrinsic(Amounts in thousands, except year and per share amounts)
    
    of Shares
    
    
    per Share
    
    
    (in years)
    
    
    ValueOptions outstanding at December 31, 2005
    
    
    4,154
    
    
    $
    8.90Options granted
    
    
    387
    
    
    $
    6.34Options exercised
    
    
    (133
    )
    
    $
    5.87Options forfeited or expired
    
    
    (114
    )
    
    $
    12.44Options outstanding at March 31, 2006
    
    
    4,294
    
    
    $
    8.67
    
    
    
    3.16
    
    
    $
    25,469Options vested and exercisable at March 31, 2006
    
    
    3,448
    
    
    $
    9.66
    
    
    
    3.00
    
    
    $
    17,790
       6




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Three Months Ended(Amounts in thousands, except per share amounts)
    
    March 31, 2005Net loss  as reported
    
    $
    (2,009
    )Stock-based employee and director compensation included in net loss, net of tax
    
    
    754Total stock-based employee and director compensation expense determined under
fair value based method for all awards, net of tax
    
    
    (2,532
    )Net loss  pro forma
    
    $
    (3,787
    )Basic and diluted net loss per share  as reported
    
    $
    (0.09
    )Basic and diluted net loss per share  pro forma
    
    $
    (0.17
    )
 Restricted Stock
  Number of
    
    
    Weighted-Average(Amounts in thousands, except per share amounts)
    
    Shares
    
    
    Grant Date Fair ValueRestricted stock awards outstanding at December 31, 2005
    
    
    
    
    
    $
    Shares issued
    
    
    678
    
    
    
    13.88Shares vested
    
    
    
    
    
    
    Shares forfeited
    
    
    
    
    
    
    Restricted stock awards outstanding at March 31, 2006
    
    
    678
    
    
    $
    13.88
  2. Inventories
  March 31,
    
    
    December 31,(Amounts in thousands)
    
    2006
    
    
    2005Raw materials
    
    $
    7,497
    
    
    $
    7,128Work in process
    
    
    2,913
    
    
    
    2,001Finished goods
    
    
    3,602
    
    
    
    3,667Reserve for obsolescence
    
    
    (1,159
    )
    
    
    (1,079
    )Total
    
    $
    12,853
    
    
    $
    11,717
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3. Earnings (Loss) Per Share
 Earnings Per Share
    Three Months Ended March 31,(Amounts in thousands, except per share amounts)
    
    2006
    
    
    2005Net income (loss) (Numerator)
    
    $
    (482
    )
    
    $
    (2,009
    )Basic net income per share (Denominator):Weighted-average number of common shares outstanding
    
    
    22,701
    
    
    
    22,236Effect of dilutive securities:Stock options and unvested restricted stock
    
    
    
    
    
    
    Diluted net income per share (Denominator):Weighted-average number of common and common
equivalent shares outstanding
    
    
    22,701
    
    
    
    22,236Net income (loss) per share:Basic and diluted
    
    $
    (0.02
    )
    
    $
    (0.09
    )
  4. Goodwill and Other Intangible Assets
 Goodwill
and Other Intangible Assets
  8




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As of March 31, 2006Carrying
    
    
    Accumulated(Amounts in thousands)
    
    Amount
    
    
    Amortization
    
    
    NetPatents
    
    $
    2,876
    
    
    $
    1,148
    
    
    $
    1,728Licensing Rights
    
    
    1,101
    
    
    
    213
    
    
    
    888Total
    
    $
    3,977
    
    
    $
    1,361
    
    
    $
    2,616
 As of December 31, 2005Carrying
    
    
    Accumulated(Amounts in thousands)
    
    Amount
    
    
    Amortization
    
    
    NetPatents
    
    $
    2,857
    
    
    $
    1,113
    
    
    $
    1,744Licensing Rights
    
    
    1,101
    
    
    
    190
    
    
    
    911Total
    
    $
    3,958
    
    
    $
    1,303
    
    
    $
    2,655
   5. Stockholders Equity
  6. Operating Segments and Revenue Data
  9




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Manufacturing and(Amounts in thousands)
    
    Marketing
    
    Rentals
    
    ConsolidatedThree months ended March 31, 2006Revenues
    
    $
    19,901
    
    
    $
    7,717
    
    
    $
    27,618Operating income (loss)
    
    
    (2,841
    )
    
    
    2,342
    
    
    
    (499
    )Assets
    
    
    53,409
    
    
    
    28,884
    
    
    
    82,293Depreciation and amortization
    
    
    356
    
    
    
    875
    
    
    
    1,231Property additions
    
    
    376
    
    
    
    474
    
    
    
    850Three months ended March 31, 2005Revenues
    
    $
    16,270
    
    
    $
    6,471
    
    
    $
    22,741Operating income (loss)
    
    
    (4,240
    )
    
    
    2,070
    
    
    
    (2,170
    )Assets
    
    
    62,236
    
    
    
    20,975
    
    
    
    83,211Depreciation and amortization
    
    
    344
    
    
    
    694
    
    
    
    1,038Property additions
    
    
    
    
    
    
    2,346
    
    
    
    2,346
  7. Commitments and Contingencies
     10




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Item 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Forward-Looking Statements
  Critical Accounting Policies
  Revenue Recognition
    11




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Accounts Receivable
  Inventories
  Deferred Taxes
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
 12




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Stock-Based Compensation
 Share-Based
Payment
 Overview
  ®
 Results of Operations
 Revenue
   ® ® ®
  13




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Cost of Revenues
   Selling and Marketing Expenses
   14




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General and Administrative Expenses
  Product Development Expenses
  Interest Income, Net
  Income Taxes
  Liquidity and Capital Resources
  15




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16




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New Accounting Pronouncements
 Accounting Changes and Error Corrections  A Replacement
of APB Opinion No. 20 and FASB Statement No. 3
 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Interest Rate Risk
   Foreign Currency
  
 Item 4. CONTROLS AND PROCEDURES
  17




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PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 1A. RISK FACTORS
  RISK FACTORS RELATING TO OUR BUSINESS AND THE INDUSTRY IN WHICH WE OPERATE
 We have experienced net losses in prior periods and have an accumulated deficit. Future losses are
possible.
  Changes in reimbursement rates may adversely impact InfuSystems revenues.
  We may need to raise additional capital in the future to fund our operations. We may be unable to
raise funds when needed or on acceptable terms.
   18




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A significant portion of our sales is to customers in foreign countries. We may lose revenues,
market share, and profits due to exchange rate fluctuations and other factors related to our
foreign business.
   We currently rely on two distributors for a significant percentage of our sales. If our
relationship with these distributors were to deteriorate, our sales may materially decline.
  RISK FACTORS RELATED SPECIFICALLY TO OUR COMMON STOCK
 The average trading volume for our common stock is relatively low when compared to most larger
companies. As a result, there may be less liquidity and more volatility associated with our common
stock, even if our business is doing well.
   
    
    announcements of technological innovations, new products, or clinical studies by us or others;
    
    government regulation;
    
    changes in the coverage or reimbursement rates of private insurers and governmental agencies;
    
    developments in patent or other proprietary rights;
    
    future sales of substantial amounts of our common stock by existing stockholders or by us; and
    
    comments by securities analysts and general market conditions.
  19




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Future sales of our common stock by existing stockholders could negatively affect the market price
of our stock and make it more difficult for us to sell stock in the future.
  
    
    22,769,320 shares of common stock that are freely tradable in the public markets;
    
    215,109 shares of common stock underlying outstanding warrants which have been registered for
resale under a Registration Statement on Form S-3 (Registration No. 333-109096); and
    
    an aggregate of 4,971,474 shares of common stock that are subject to awards under our equity
incentive plans, including shares of restricted stock and stock options.
  
 Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  
 Item 5. OTHER INFORMATION
  
 Item 6. EXHIBITS
  20




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SIGNATURES
  I-FLOW CORPORATIONDate: May 3, 2006
    
    /s/Donald M. Earhart

Donald M. EarhartPresident, Chairman and Chief Executive Officer(On behalf of the registrant)Date: May 3, 2006
    
    /s/James R. TalevichJames R. TalevichChief Financial Officer(As principal financial officer)
 21




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INDEX TO EXHIBITS
 Exhibit No.
    
    Exhibit2.1
    
    Stock Purchase Agreement, dated October 28, 2004, by and between Integra LifeSciences
Corporation and I-Flow Corporation (1)2.2
    
    Merger Agreement, dated July 27, 2001, by and between I-Flow Corporation, a Delaware
corporation, and I-Flow Corporation, a California corporation (2)2.3
    
    Agreement and Plan of Merger, dated January 13, 2000, by and among I-Flow Corporation,
Spinal Acquisition Corp., Spinal Specialties, Inc. and the Shareholders of Spinal
Specialties, Inc. (3)2.4
    
    Agreement and Plan of Merger, dated February 9, 1998, by and among I-Flow Corporation,
I-Flow Subsidiary, Inc., Venture Medical, Inc., InfuSystems II, Inc. and the Shareholders
of Venture Medical, Inc. and InfuSystems II, Inc. (4)2.5
    
    Agreement for Purchase and Sale of Assets, dated July 3, 1996, by and among I-Flow
Corporation, Block Medical, Inc. and Hillenbrand Industries, Inc. (5)3.1
    
    Amended and Restated Certificate of Incorporation of I-Flow Corporation, a Delaware
Corporation (6)3.2
    
    Bylaws of I-Flow Corporation, a Delaware Corporation (2)3.3
    
    Certificate of Designation Regarding Series A Junior Participating Cumulative Preferred
Stock (7)4.1
    
    Specimen Common Stock Certificate (20)4.2
    
    Warrant Agreement, dated February 13, 1990, between the Company and American Stock
Transfer & Trust Company, as warrant agent (9)4.3
    
    Rights Agreement, dated as of March 8, 2002, by and between I-Flow Corporation and
American Stock Transfer & Trust Company, as rights agent, which includes, as Exhibit A,
the Form of Rights Certificate, the Form of Assignment and the Form of Election to
Purchase (7)4.4
    
    Warrant to Purchase Stock, dated May 8, 2003, between I-Flow Corporation and Silicon
Valley Bank (10)4.5
    
    Registration Rights Agreement, dated May 8, 2003, between I-Flow Corporation and Silicon
Valley Bank (10)4.6
    
    Form of Warrant, dated September 4, 2003 (1)4.7
    
    Form of Registration Rights Agreement, dated September 4, 2003 (1)10.1
    
    Form of Securities Purchase Agreement, dated September 2, 2003 (1)10.2
    
    I-Flow Corporation Amended and Restated 2001 Equity Incentive Plan (11) *10.3
    
    2003 Restricted Stock Plan of I-Flow Corporation (10)*10.4
    
    2001 Restricted Stock Plan of I-Flow Corporation (12)*10.5
    
    1996 Stock Incentive Plan (13)*10.6
    
    1992 Non-Employee Director Stock Option Plan (14)*10.7
    
    1987-1988 Incentive Stock Option Plan and Non-Statutory Stock Option Plan, restated as of
March 23, 1992 (15)*10.8
    
    License and Transfer Agreement with SoloPak Pharmaceuticals Inc., dated March 6, 1996 (16)10.9
    
    Summary of the terms of the COIP for 2005 (23)*10.10
    
    Summary of the terms of the COIP for 2006 (25)*10.11
    
    Addendum to manufacturing plant lease agreement (23)10.12
    
    Lease Agreement between Industrial Developments International, Inc. as Landlord and
I-Flow Corporation as Tenant dated April 14, 1997 (17)10.13
    
    Block Medical de Mexico lease agreement dated December 7, 1999 (22)




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Exhibit No.
    
    Exhibit10.14
    
    Amendment to Loan Agreement between Silicon Valley Bank and I-Flow Corporation dated
January 30, 2004 (22)10.15
    
    Amended and Restated Loan and Security Agreement between Silicon Valley Bank and I-Flow
Corporation dated May 8, 2003 (10)10.16
    
    Loan Agreement, dated March 31, 2000, by and among InfuSystem, Inc., I-Flow Corporation
and Old Kent Bank (10)10.17
    
    First Amendment to Loan Agreement, dated April 1, 2002, by and among InfuSystem, Inc.,
I-Flow Corporation and Fifth Third Bank (formerly Old Kent Bank) (10)10.18
    
    Second Amendment to Loan Agreement, dated April 1, 2003, by and among InfuSystem, Inc.,
I-Flow Corporation and Fifth Third Bank (formerly Old Kent Bank) (10)10.19
    
    Second Amended and Restated Promissory Note, dated April 1, 2004, between InfuSystem,
Inc. and Fifth Third Bank (formerly Old Kent Bank) (10)10.20
    
    Promissory Note with Donald M. Earhart dated June 15, 2001 (8)*10.21
    
    Underwriting Agreement, dated April 13, 2004 (21)10.22
    
    Employment Agreement with Donald M. Earhart, dated May 16, 1990 (18)*10.23
    
    Amendment No. 1 to Employment Agreement with Donald M. Earhart, dated June 21, 2001 (8)*10.24
    
    Amendment No. 2 to Employment Agreement with Donald M. Earhart, dated February 23, 2006
(25)*10.25
    
    Amended and Restated Employment Agreement with James J. Dal Porto, dated June 21, 2001
(8)*10.26
    
    Amendment No. 1 to Employment Agreement with James J. Dal Porto, dated February 23, 2006
(25)*10.27
    
    Employment Agreement with James R. Talevich, dated June 30, 2000 (19) *10.28
    
    Amendment No. 1 to Employment Agreement with James R. Talevich, dated February 23, 2006
(25)*10.29
    
    Agreement Re: Change in Control with Donald M. Earhart, dated June 21, 2001 (8)*10.30
    
    Amendment No. 1 to Agreement Re: Change in Control with Donald M. Earhart, dated February
23, 2006 (25)*10.31
    
    Agreement Re: Change in Control with James J. Dal Porto dated June 21, 2001 (8)*10.32
    
    Amendment No. 1 to Agreement Re: Change in Control with James J. Dal Porto, dated
February 23, 2006 (25)*10.33
    
    Agreement Re: Change in Control with James R. Talevich, dated June 21, 2001 (8)*10.34
    
    Amendment No. 1 to Agreement Re: Change in Control with James R. Talevich, dated February
23, 2006 (25)*10.35
    
    Form of Restricted Stock Agreement (25)*10.36
    
    Amendment to Loan Agreement, dated as of April 30, 2005, between I-Flow Corporation and
Silicon Valley Bank (24)10.37
    
    Amendment to Loan Agreement, dated as of April 29, 2006, between I-Flow Corporation and
Silicon Valley Bank10.38
    
    Form of Indemnification Agreement (25)31.1
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200231.2
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 200232.1
    
    Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002




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##### Table of Contents



*
    
    Management contract or compensatory plan or arrangement required to be filed as
an exhibit pursuant to applicable rules of the Securities and Exchange Commission.(1)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003.(2)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K filed on August 3, 2001.(3)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2000.(4)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K/A filed on March 6, 1998.(5)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K dated July 22, 1996.(6)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K dated May 29, 2002.(7)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K filed on March 13, 2002.(8)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001.(9)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10-K for the fiscal year ended September 30, 1990.(10)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended June 30, 2003.(11)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K filed on June 1, 2005.(12)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 2002.(13)
    
    Incorporated by reference to exhibit with this title filed with the Companys Definitive
Proxy Statement filed on March 27, 1996.(14)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 1991.(15)
    
    Incorporated by reference to exhibit with this title filed with the Companys Post-Effective
Amendment to its Registration Statement (No. 33-41207) filed on October 27, 1992.(16)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 1995.(17)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K dated April 14, 1997.




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##### Table of Contents



(18)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10-K for the fiscal year ended September 30, 1990.(19)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 2000.(20)
    
    Incorporated by reference to exhibit with this title filed with the Companys Quarterly
Report on Form 10-Q for the quarter ended March 31, 2002.(21)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K filed on April 14, 2004.(22)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10-K for the fiscal year ended December 31, 2003.(23)
    
    Incorporated by reference to exhibit with this title filed with the Companys Annual Report
on Form 10 -K for the fiscal year ended December 31, 2004.(24)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K filed on May 9, 2005.(25)
    
    Incorporated by reference to exhibit with this title filed with the Companys Current Report
on Form 8-K filed on March 1, 2006.