SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) October 18, 2005 ---------------- ICU MEDICAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19974 33-0022692 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 951 Calle Amanecer, San Clemente, California 92673 - -------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (949) 366-2183 -------------- Registrant's telephone number, including area code N/A --- (Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT Item 2.02. Results of Operations and Financial Condition --------------------------------------------- ICU Medical, Inc. announced its earnings for the third quarter of 2005. Item 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press release, dated October 18, 2005 announcing ICU Medical, Inc.'s third quarter 2005 earnings. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Date: October 18, 2005 ICU MEDICAL, INC. /s/ Francis J. O'Brien ---------------------- Francis J. O'Brien Secretary, Treasurer and Chief Financial Officer
Exhibit 99.1 ICU MEDICAL, INC. ICU MEDICAL, INC. REPORTS THIRD QUARTER 2005 RESULTS o Company to Raise 2005 Earnings Target OCTOBER 18, 2005, SAN CLEMENTE, CALIFORNIA -- ICU Medical, Inc., (NASDAQ/NMS:ICUI), a leading low cost manufacturer of safe medical connectors and custom intravenous systems, today announced results for the third quarter and nine months ended September 30, 2005. Third quarter revenue was $46.5 million, a 183% increase as compared to $16.5 million in the same period last year and a 14% sequential increase from $40.7 million in the second quarter of 2005. Net income for the third quarter was $5.8 million, or $0.38 per diluted share, as compared to a loss of $1.0 million, or $(0.08) per diluted share, in the third quarter of 2004. For the first nine months of 2005, the Company earned $15.0 million, or $1.00 per diluted share, on revenues of $114.3 million, as compared to net income of $6.5 million, or $0.43 per diluted share, on revenues of $60.4 million for the same period in 2004. "During the third quarter, we exceeded our top and bottom line expectations. Our business showed far more stability than it has in the past and we see that we have positioned ourselves for long-term sustainable revenue and earnings growth," said Frank O'Brien, ICU Medical's Chief Financial Officer. "We increased sales in all of our product lines and distribution channels. We successfully expanded our gross and operating margins. CLAVE sales were up substantially. Our custom products continued to improve in all of our sales channels. Of further note, the integration of our Salt Lake City facility is ahead of plan and has exceeded our expectations and contributed to our bottom line." ICU Medical's balance sheet continues to improve. Cash and investments totaled $78 million at the end of the third quarter, 2005 and accounts receivables and inventory decreased from the second quarter of 2005. Operating cash flow was $12.3 million in the quarter.
THE FOREGOING STATEMENT CONCERNING MANAGEMENT'S EXPECTATION WITH RESPECT TO FUTURE RESULTS IS A FORWARD LOOKING STATEMENT BASED UPON THE BEST INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT AND ASSUMPTIONS MANAGEMENT BELIEVES ARE REASONABLE, BUT MANAGEMENT DOES NOT INTEND THE STATEMENT TO BE A REPRESENTATION AS TO FUTURE RESULTS. FUTURE RESULTS ARE SUBJECT TO RISKS AND UNCERTAINTIES, INCLUDING THE RISK FACTORS DESCRIBED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, WHICH INCLUDE THOSE IN THE FORM 10-K DATED MARCH 13, 2005 AND THE MOST RECENT FORM 10-Q. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY FROM MANAGEMENT'S CURRENT EXPECTATIONS. The Company will announce revenue and earnings targets for 2005 and 2006 and discuss its third quarter ended September 30, 2005 results on a conference call at 1:30 p.m. PDT (4:30 p.m. EDT) on Tuesday, October 18, 2005. The call can be accessed at 800-591-6944, passcode 28508084 or by replay at 888-286-8010, passcode 42918384. The conference call will be simultaneously available by webcast, which can be accessed by going to the Company's website at www.icumed.com, clicking on the Investors tab, clicking on the Webcast icon and following the prompts. The webcast will also be available by replay. Certain information provided as part of that call will be provided on the Company's website at www.icumed.com within 48 hours of this announcement. CONTACT: Francis J. O'Brien Chief Financial Officer ICU Medical, Inc. (949) 366-2183 John F. Mills Managing Director Integrated Corporate Relations (310) 395-2215
ICU MEDICAL, INC. Condensed Consolidated Statements of Income (Loss) (all dollar amounts in thousands except share and per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, ------------------------------- ------------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ REVENUES: Net sales $ 46,121 $ 15,894 $ 111,900 $ 58,166 Other 403 574 2,402 2,200 ------------ ------------ ------------ ------------ TOTAL REVENUE 46,524 16,468 114,302 60,366 COST OF GOODS SOLD 27,248 9,954 63,468 29,368 ------------ ------------ ------------ ------------ Gross profit 19,276 6,514 50,834 30,998 ------------ ------------ ------------ ------------ OPERATING EXPENSES: Selling, general and administrative 9,635 6,807 27,264 19,065 Research and development 1,353 1,763 3,031 2,617 ------------ ------------ ------------ ------------ Total operating expenses 10,988 8,570 30,295 21,682 ------------ ------------ ------------ ------------ Income (loss) from operations 8,288 (2,056) 20,539 9,316 OTHER INCOME 504 375 2,078 1,083 ------------ ------------ ------------ ------------ Income (loss) before income taxes 8,792 (1,681) 22,617 10,399 PROVISION (BENEFIT) FOR INCOME TAXES 3,095 (621) 7,961 3,909 MINORITY INTEREST (110) (24) (307) (24) ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 5,807 $ (1,036) $ 14,963 $ 6,514 ============ ============ ============ ============ NET INCOME (LOSS) PER SHARE Diluted $0.38 ($0.08) $1.00 $0.43 WEIGHTED AVERAGE NUMBER OF SHARES Diluted 15,155,987 13,685,053 15,012,867 14,996,073
ICU MEDICAL, INC. Summary Consolidated Balance Sheet Data (all dollar amounts in thousands except share data) ASSETS 9/30/05 12/31/04 ----------- ----------- (UNAUDITED) (1) CURRENT ASSETS: Cash and liquid investments $ 78,123 $ 87,341 Accounts receivable, net 25,713 8,922 Inventories 13,532 8,429 Prepaid and deferred income taxes 2,697 7,732 Other current assets 5,267 4,620 ----------- ----------- Total current assets 125,332 117,044 ----------- ----------- PROPERTY AND EQUIPMENT, NET 52,488 40,934 OTHER ASSETS 14,271 6,790 ----------- ----------- $ 192,091 $ 164,768 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: $ 14,156 $ 7,454 MINORITY INTEREST: 659 966 STOCKHOLDERS' EQUITY: 13,877,587 common shares outstanding at September 30, 2005 177,276 156,348 ----------- ----------- $ 192,091 $ 164,768 =========== =========== (1) December 31, 2004 balances were derived from the audited consolidated financial statements of ICU Medical, Inc.
ICU MEDICAL, INC. Summary Consolidated Statements of Cash Flows (all dollar amounts in thousands) (unaudited) NINE MONTHS ENDED -------------------------- 9/30/05 9/30/04 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 14,963 $ 6,514 Adjustments to reconcile net income to net cash Provided by operating activities -- Depreciation and amortization 6,935 5,564 Net change in current assets and liabilities, and other, net of assets acquired (4,603) 4,291 ----------- ----------- 17,295 16,369 Tax benefits from exercise of stock options 2,218 1,923 ----------- ----------- Net cash provided by operating activities 19,513 18,292 ----------- ----------- CASH PAID FOR SALT LAKE CITY ASSETS (31,767) -- PURCHASES OF PROPERTY AND EQUIPMENT (3,395) (5,080) NET CHANGE IN LIQUID INVESTMENTS 13,225 (4,075) EMPLOYEE EQUITY PLANS 4,192 3,148 OTHER 2,239 (7,918) NET INCREASE IN CASH ----------- ----------- AND CASH EQUIVALENTS $ 4,007 $ 4,367 =========== ===========