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) February 2, 2004 ---------------- 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 February 2, 2004 announcing ICU Medical, Inc.'s fourth quarter and year-end 2003 earnings. Item 12. Results of Operations and Financial Condition --------------------------------------------- ICU Medical, Inc. announced its earnings for the fourth quarter and year-end 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: February 2, 2004 ICU MEDICAL, INC. /s/ Francis J. O'Brien ---------------------- Francis J. O'Brien Secretary, Treasurer and Chief Financial Officer
Exhibit 99.1 ICU MEDICAL, INC. [LOGO HERE] ICU MEDICAL, INC. REPORTS FOURTH QUARTER AND YEAR-END RESULTS FOR 2003 IN LINE WITH TARGETS FEBRUARY 2, 2004, 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 fourth quarter and year-ended December 31st, 2003. Fourth quarter revenue was $29.8 million, as compared to $24.1 million for the same period last year, an increase of 23%. Net income for the fourth quarter was $7.2 million, or $0.48 per diluted share, as compared to $5.9 million, or $0.38 per diluted share in prior year quarter. For the year ended December 31, 2003, revenue was $107.4 million, an increase of 22% over the $87.8 million reported for 2002. Net income was $22.3 million versus $19.7 million for 2002, and earnings per diluted share was $1.48 versus $1.28 in 2002, an increase of 16%. "In 2003, we surpassed a significant milestone and achieved record revenue of over $100 million," said Dr. George Lopez, Chairman and President. "For 14 years, ICU Medical has delivered solid growth due to our patented manufacturing processes, proprietary products and deep distribution channels. I'm pleased to report that this year was no exception as we continued to expand our product mix to more differentiated, high-margin products, increased our sales efforts, and reached profitability with our Punctur-Guard safety needle division. In addition, we positioned the Company to capitalize on growth opportunities in 2004 and beyond by acquiring a plant in Italy, significantly expanding our plant in Mexico and signing a worldwide distribution agreement with Abbott Laboratories." 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. 1
The Company will be conducting a conference call concerning its fourth quarter results at 8:00 a.m. PDT (11:00 a.m. EDT) on Monday February 2, 2004, which can be accessed at 800-915-4836, passcode "ICU Medical" or by replay at 800-428-6051, passcode I.D. 326101. 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 Investor Relations John Mills Managing Director Integrated Corporate Relations (562) 256-7051 2
ICU MEDICAL, INC. Statements of Income For the Three and Years Ended December 31, 2003 and December 31, 2002 (all dollar amounts in thousands except per share data) (unaudited) THREE MONTHS ENDED YEARS ENDED 12/31/2003 12/31/2002 12/31/2003 12/31/2002 ------------ ------------ ------------ ------------ Revenue Net Sales $ 29,110 $ 20,540 $ 102,726 $ 84,218 Other 661 3,589 4,628 3,589 ------------ ------------ ------------ ------------ Total Revenue 29,771 24,129 107,354 87,807 Cost of Sales 13,026 10,035 48,444 36,464 ------------ ------------ ------------ ------------ Gross Profit 16,745 14,094 58,910 51,343 Selling, general and administrative expenses 6,013 4,473 23,029 19,871 Research and development expenses 330 439 1,757 1,472 ------------ ------------ ------------ ------------ Total operating expenses 6,343 4,912 24,786 21,343 ------------ ------------ ------------ ------------ Income from operations 10,402 9,182 34,124 30,000 Investment income 240 353 1,123 1,432 ------------ ------------ ------------ ------------ Income before income taxes 10,642 9,535 35,247 31,432 Provision for income taxes 3,490 3,650 12,950 11,750 ------------ ------------ ------------ ------------ Net income $ 7,152 $ 5,885 $ 22,297 $ 19,682 ------------ ------------ ------------ ------------ Net income per share - diluted $ 0.48 $ 0.38 $ 1.48 $ 1.28 ============ ============ ============ ============ Weighted average number of common shares - diluted 14,984,091 15,560,081 15,050,437 15,352,419 ============ ============ ============ ============ 3
ICU MEDICAL, INC. Summary Consolidated Balance Sheet Data ASSETS 12/31/03 12/31/02 --------- --------- CURRENT ASSETS: Cash and liquid investments 73,137 88,465 Accounts receivable, net 24,943 16,633 Inventories 3,398 5,749 Prepaid and deferred taxes 5,597 1,710 Other current assets 4,142 1,652 --------- --------- Total current assets 111,217 114,209 --------- --------- PROPERTY AND EQUIPMENT, NET 41,041 34,608 OTHER ASSETS 12,030 8,215 --------- --------- $164,288 $157,032 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: 8,285 11,645 STOCKHOLDERS' EQUITY: 13,687,221 shares outstanding, net, at December 31, 2003 156,003 145,387 --------- --------- $164,288 $157,032 ========= ========= 4
ICU MEDICAL, INC. Summary Consolidated Statements of Cash Flow Data For the Three Months Ended -------------------------- 12/31/03 9/30/02 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 7,153 $ 4,276 Adjustments to reconcile net income to net cash provided by operating activities -- Depreciation and amortization 2,256 1,045 Net change in current assets and liabilities, and other, net of acquisitions (5,652) (369) -------- -------- 3,757 4,952 Tax benefits from exercise of stock options 567 695 -------- -------- Net cash provided by operating activities 4,324 5,647 -------- -------- PURCHASES OF PROPERTY AND EQUIPMENT (1,114) (3,782) PURCHASE OF TREASURY STOCK -- -- OTHER, NET (7,062) 1,814 -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $(3,852) $ 3,679 ======== ======== 5