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 16, 2003 ---------------- 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 7. Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press release, dated October 16, 2003 announcing ICU Medical, Inc.'s third quarter 2003 earnings. Item 12. Results of Operations and Financial Condition --------------------------------------------- ICU Medical, Inc. announced its earnings for the third quarter of 2003. 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 16, 2003 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 RESULTS FOR THE THIRD QUARTER OF 2003 OCTOBER 16, 2003, SAN CLEMENTE, CALIFORNIA --ICU Medical, Inc., (NASDAQ/NMS:ICUI), a leading maker of safe medical connectors and custom intravenous systems, today announced results for the third quarter ended September 30, 2003. Revenues were $25,524,000, as compared to $20,105,000 for the third quarter of 2002, an increase of 27%. Net income for the third quarter was $4,175,000, or $0.28 per share (diluted), as compared to $4,276,000, or $0.28 per share in prior year quarter. For the nine months ended September 30, 2003, revenues were $77,583,000, an increase of 22% over the $63,678,000 reported for the same period last year. Net income was $15,144,000 for nine month period versus $13,797,000 for the nine months ended September 30, 2002, or a 10% increase, and earnings per share was $1.00 (diluted) versus $0.90 in 2002. "We are pleased with our progress to-date," stated Dr. George Lopez, Chairman and President. "Despite a temporary reduction in gross margins, we maintained our strong pricing structure with our distribution partners and remain on track for another year of over 20% top line growth. During the third quarter, we had a number of non-recurring production expenses, principally related to significantly upgrading our automated production capacity and while this investment resulted in unabsorbed overhead in the short-term, it affords the Company additional capacity required to meet our long-term growth objectives. In addition, we continue to make progress in improving production costs at our recent acquisitions, but work remains to be done." "Sales were strong in most of ICU's principal product lines, with especially good growth in the custom IV systems market," said Frank O'Brien, ICU Medical's Chief Financial Officer. "We continue to capture a greater portion of the growing custom IV set market and we have currently locked up over 50% of the distribution channel for IV sets through our relationship with Abbott Labs and other leading independent distributors." Mr. O'Brien continued, "Our balance sheet remains strong, with cash and investments totaling $71,114,000 at September 30, 2003, up from $69,553,000 at June 30, 2003. Operating cash flow was $8.2 million for the third quarter of 2003. Our capital expenditures were 2.6 and we spent $5.0 million to purchase our common stock." Dr. Lopez concluded, "We maintain our target of over 20% annual growth in revenue, in-line with our historical pattern, are comfortable with earnings expectations for the year 2003 and expect to see gross margins improve during the fourth quarter as we benefit from the additional capacity. Furthermore, we see exciting opportunities for ICU's future growth as we continue to seek ways to improve the efficiency of operations and as we capitalize on our proprietary technology and patented manufacturing processes to introduce new products, enter new markets and increase our distribution channels."
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 8-K dated February 15, 2002. Actual results in the future may differ materially from Management's current expectations. The Company will be conducting a conference call concerning its third quarter results at 8:00 a.m. PDT (11:00 a.m. EDT) on Thursday, October 16, 2003, which can be accessed at 800-915-4836, passcode "ICU Medical" or by replay at 800-428-6051, passcode I.D. 306473. 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
ICU MEDICAL, INC. Statements of Income For the Three and Nine Months Ended September 30, 2003 and September 30, 2002 (all dollar amounts in thousands except per share data) (unaudited) THREE MONTHS ENDED NINE MONTHS ENDED 9/30/2003 9/30/2002 9/30/2003 9/30/2002 ------------ ------------ ------------ ------------ Revenue Net Sales $ 25,016 $ 20,105 $ 73,616 $ 63,678 Other 508 -- 3,967 -- ------------ ------------ ------------ ------------ Total Revenue 25,524 20,105 77,583 63,678 Cost of Sales 13,246 8,541 35,418 26,429 ------------ ------------ ------------ ------------ Gross Profit 12,278 11,564 42,165 37,249 Selling, general and administrative expenses 5,387 4,743 17,017 15,398 Research and development expenses 419 384 1,427 1,033 ------------ ------------ ------------ ------------ Total operating expenses 5,806 5,127 18,444 16,431 ------------ ------------ ------------ ------------ Income from operations 6,472 6,437 23,721 20,818 Investment income 313 339 883 1,079 ------------ ------------ ------------ ------------ Income before income taxes 6,785 6,776 24,604 21,897 Provision for income taxes 2,610 2,500 9,460 8,100 ------------ ------------ ------------ ------------ Net income $ 4,175 $ 4,276 $ 15,144 $ 13,797 ------------ ------------ ------------ ------------ Net income per share - diluted $ 0.28 $ 0.28 $ 1.00 $ 0.90 ============ ============ ============ ============ Weighted average number of common shares - diluted 14,805,056 15,375,757 15,073,761 15,281,644 ============ ============ ============ ============
ICU MEDICAL, INC. Summary Consolidated Balance Sheet Data ASSETS 9/30/03 12/31/02 --------- --------- CURRENT ASSETS: Cash and liquid investments 71,114 88,465 Accounts receivable, net 15,828 16,633 Inventories 4,680 5,749 Prepaid and deferred taxes 5,450 1,710 Other current assets 3,971 1,652 --------- --------- Total current assets 101,043 114,209 --------- --------- PROPERTY AND EQUIPMENT, NET 41,836 34,608 OTHER ASSETS 13,176 8,215 --------- --------- $156,055 $157,032 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: 9,292 11,645 STOCKHOLDERS' EQUITY: 13,565,541 shares outstanding, net, at September 30, 2003 146,763 145,387 --------- --------- $156,055 $157,032 ========= =========
ICU MEDICAL, INC. Summary Consolidated Statements of Cash Flow Data For the Three Months Ended -------------------------- 9/30/03 9/30/02 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 4,175 $ 4,276 Adjustments to reconcile net income to net cash provided by operating activities -- Depreciation and amortization 1,689 1,045 Net change in current assets and liabilities, and other, net of acquisitions 2,263 (369) -------- -------- 8,127 4,952 Tax benefits from exercise of stock options 89 695 -------- -------- Net cash provided by operating activities 8,216 5,647 -------- -------- PURCHASES OF PROPERTY AND EQUIPMENT (2,561) (3,782) PURCHASE OF TREASURY STOCK (5,010) -- OTHER, NET 491 1,814 -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 1,316 $ 3,679 ======== ========