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, 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 2.02. Results of Operations and Financial Condition --------------------------------------------- ICU Medical, Inc. announced its earnings for the third quarter of 2004. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press release, dated October 18, 2004 announcing ICU Medical, Inc.'s third quarter 2004 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, 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. ICU MEDICAL, INC. REPORTS THIRD QUARTER 2004 RESULTS OCTOBER 18, 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 third quarter and nine months ended September 30, 2004. Third quarter revenue was $16.5 million, compared to $25.5 million in the same period last year. The Company reported a net loss for the third quarter of $1.0 million, or a loss of $0.08 per share, as compared to net earnings of $4.2 million, or $0.28 per diluted share, in the third quarter of 2003. Frank O'Brien, ICU Medical's Chief Financial Officer, stated, "Three things caused the loss this quarter: lower sales because Hospira is reducing its inventory, a continuation of their effort which started earlier this year; unabsorbed fixed overhead because we reduced production to meet the lower sales level; and the expensing of $1.2 million of purchased research and development in connection with a new investment in a future product. The decline in sales to Hospira in the quarter was $7.5 million. Our other sales channels, the domestic and the international distributors, were adversely affected by a $1.2 million decrease in sales of our Punctur-Guard blood collection needle products. We have been working intensely to improve sales of the Punctur-Guard line, and expect to report progress in the future." Mr. O'Brien continued, "The effect of the Hospira inventory reduction is temporary. Hospira continues to experience stronger sell-through with our products this year compared to last year. We continue to be very excited about our business with Hospira. As we stated on our second quarter conference call, Hospira is carrying less inventory of Clave products than when they were a part of Abbott Labs. We have an excellent on-time delivery record with Hospira and this helps them be more aggressive with inventory management and carry inventory at levels below our previous expectations. Their decision will continue to have a temporary adverse effect on our sales during the fourth quarter due to lower volumes being shipped and on our earnings due to lower capacity utilization in our manufacturing plant. But, because Hospira's sales to the end user have continued to increase compared to last year, we are confident that once they reach their desired inventory level by the end of the fourth quarter or maybe several weeks later their buying patterns will be back to normal." For the first nine months of 2004, the Company reported net income of $6.5 million, or $0.45 per diluted share, on revenues of $60.4 million, as compared to net income of $15.2 million, or $1.00 per diluted share, on revenues of $77.6 million for the same period in 2003.
ICU Medical's balance sheet continued to be very strong, with cash and investments totaling $81.6 million at September 30, 2004. Operating cash flow was $2.1 million for the third quarter and $18.3 million for the nine months ended September 30, 2004. In addition, the Company repurchased $10.1 million of stock in the open market during the third quarter at an average price of $27.75 per share. The foregoing statements 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 second quarter results at 8:00 a.m. PDT (11:00 a.m. EDT) on Monday, October 18, 2004, which can be accessed at 877-502-9276, passcode "ICU Medical" or by replay at 888-203-1112, passcode I.D. 849104. 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 2
ICU MEDICAL, INC. Statements of Income For the Three and Nine Months Periods Ended September 30, 2004 and September 30, 2003 (all dollar amounts in thousands except per share data) (unaudited) THREE MONTHS ENDED NINE MONTHS ENDED 9/30/2004 9/30/2003 9/30/2004 9/30/2003 ------------- ------------- ------------- ------------- Revenue Net Sales $ 15,894 $ 25,016 $ 58,166 $ 73,616 Other 574 508 2,200 3,967 ------------- ------------- ------------- ------------- Total Revenue 16,468 25,524 60,366 77,583 Cost of Sales 9,954 13,246 29,368 35,418 ------------- ------------- ------------- ------------- Gross Profit 6,514 12,278 30,998 42,165 Selling, general and administrative expenses 6,807 5,387 19,065 17,017 Research and development expenses 1,763 419 2,617 1,427 ------------- ------------- ------------- ------------- Total operating expenses 8,570 5,806 21,682 18,444 ------------- ------------- ------------- ------------- Income (loss) from operations (2,056) 6,472 9,316 23,721 Investment income 375 313 1,083 883 ------------- ------------- ------------- ------------- Income (loss) before income taxes (1,681) 6,785 10,399 24,604 Minority interest (24) -- (24) -- Provision for income taxes (621) 2,610 3,909 9,460 ------------- ------------- ------------- ------------- Net income $ (1,036) $ 4,175 $ 6,514 $ 15,144 ------------- ------------- ------------- ------------- Net income per share - diluted $ (0.08) $ 0.28 $ 0.45 $ 1.00 ============= ============= ============= ============= Weighted average number of common shares - diluted 13,685,053 14,805,056 14,622,315 15,073,761 ============= ============= ============= ============= 3
ICU MEDICAL, INC. Summary Consolidated Balance Sheet Data (all dollar amounts in thousands except share data) (unaudited) ASSETS 9/30/04 12/31/03 --------- --------- CURRENT ASSETS: Cash and liquid investments $ 81,579 $ 73,137 Accounts receivable, net 14,437 24,943 Inventories 9,557 3,398 Prepaid expenses and deferred taxes 7,362 5,597 Other current assets 2,799 4,142 --------- --------- Total current assets 115,734 111,217 --------- --------- PROPERTY AND EQUIPMENT, NET 41,077 41,041 OTHER ASSETS 10,261 12,030 --------- --------- $167,072 $164,288 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: $ 8,618 $ 8,285 MINORITY INTEREST $ 1,051 $ -- STOCKHOLDERS' EQUITY: 13,570,469 shares outstanding, net, at September 30, 2004 157,403 156,003 --------- --------- $167,072 $164,288 ========= ========= 4
ICU MEDICAL, INC. Summary Consolidated Statements of Cash Flows For the Nine Months Ended September 30, 2004 and September 30, 2003 (all dollar amounts in thousands) (unaudited) FOR THE NINE MONTHS ENDED ------------------------ 9/30/04 9/30/03 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 6,514 $ 15,144 Adjustments to reconcile net income to net cash Provided by operating activities -- Depreciation and amortization 5,564 5,105 Net change in current assets and liabilities, and other, net of acquisitions 4,291 (2,120) --------- --------- 16,369 18,129 Tax benefits from exercise of stock options 1,923 275 --------- --------- Net cash provided by operating activities 18,292 18,404 --------- --------- PURCHASES OF PROPERTY AND EQUIPMENT (5,080) (9,631) NET CHANGE IN LIQUID INVESTMENTS (4,075) 18,825 ACQUISITION -- (5,572) NET CHANGE IN FINANCE LOANS 2,267 (6,509) PURCHASE OF TREASURY STOCK (10,133) (15,323) EMPLOYEE EQUITY PLANS 3,148 1,280 OTHER (52) -- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 4,367 $ 1,474 ========= ========= 5