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, 2005 ---------------- ICU MEDICAL, INC. (Exact name of registrant as specified in its charter) DELAWARE 0-19974 33-0022692 -------- ------- ---------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 fourth quarter and year-end 2004. Item 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press release, dated February 2, 2005 announcing ICU Medical, Inc.'s fourth quarter and year-end 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: February 2, 2005 ICU MEDICAL, INC. /s/ Francis J. O'Brien ------------------------ Francis J. O'Brien Secretary, Treasurer and Chief Financial Officer
Exhibit 99.1 [LOGO]ICU MEDICAL, INC. ICU MEDICAL, INC. REPORTS FOURTH QUARTER AND YEAR-END 2004 RESULTS FEBRUARY 2, 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 fourth quarter and year ended December 31, 2004. Fourth quarter revenue was $15.2 million, compared to $29.8 million in the same period last year. The Company reported a net loss for the fourth quarter of $1.5 million, or $0.11 per diluted share, as compared to net income of $7.2 million, or $0.48 per diluted share, in the fourth quarter of 2003. For the year ended December 31, 2004, the Company earned $5.0 million, or $0.33 per diluted share, on revenues of $75.6 million, as compared to net income of $22.3 million, or $1.48 per diluted share, on revenues of $107.3 million for the same period in 2003. Commenting on the quarter, Frank O'Brien, ICU Medical's Chief Financial Officer, said, "Our fourth quarter results were somewhat better than our expectations at the end of the third quarter, but we continued to feel the effects of Hospira's reduction in inventory from previous levels maintained by Abbott. Over the past several quarters, we experienced unabsorbed manufacturing overhead as we systematically scaled back production and worked with Hospira to help them attain their desired inventory level. Hospira achieved their inventory goal before the end of the fourth quarter and this inventory matter is now behind us." Mr. O'Brien concluded, "We are encouraged about our business outlook as we return our company to top and bottom line growth in 2005. Domestic sales to Hospira should rebound, we expect good growth in the international markets, and we are excited about the opportunities for several new products that we will be introducing in the coming months." Exhibit 99.1 ICU Medical's balance sheet continued to strengthen, with cash and investments totaling $87.3 million at December 31, 2004, up $14.2 million during the year. Operating cash flow was $25.3 million for the year ended December 31, 2004, and the Company spent $10.1 million to repurchase its stock in the open market during the year. The Company will be conducting a conference call concerning its fourth quarter and year ended December 31, 2004 results at 1:30 p.m. PST (4:30 p.m. EST) on Wednesday, February 2, 2005, which can be accessed at 800-901-5231, passcode 66056990 or by replay at 888-286-8010, passcode I.D. 93525692. 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 Exhibit 99.1 ICU MEDICAL, INC. Statements of Income For the Quarters and Years Ended December 31, 2004 and December 31, 2003 (all dollar amounts in thousands except per share data) (unaudited) QUARTERS ENDED YEARS ENDED 12/31/2004 12/31/2003 12/31/2004 12/31/2003 ------------- ------------- ------------- -------------
Revenue Net Sales $ 14,538 $ 29,110 $ 72,704 $ 102,726 Other 647 661 2,846 4,628 ------------- ------------- ------------- ------------- Total Revenue 15,185 29,771 75,550 107,354 Cost of Sales 10,486 13,026 39,853 48,444 ------------- ------------- ------------- ------------- Gross Profit 4,699 16,745 35,697 58,910 Selling, general and administrative expenses 7,345 6,012 26,409 23,029 Research and development expenses 759 330 3,376 1,757 ------------- ------------- ------------- ------------- Total operating expenses 8,104 6,342 29,785 24,786 ------------- ------------- ------------- ------------- Income (loss) from operations (3,405) 10,403 5,912 34,124 Investment income 497 240 1,579 1,123 ------------- ------------- ------------- ------------- Income (loss) before income taxes and minority interest (2,908) 10,643 7,491 35,247 Minority interest (85) -- (109) -- Provision (benefit) for income taxes (1,309) 3,490 2,600 12,950 ------------- ------------- ------------- ------------- Net income (loss) $ (1,514) $ 7,153 $ 5,000 $ 22,297 ------------- ------------- ------------- ------------- Net income (loss) per share - diluted ($ 0.11) $ 0.48 $ 0.33 $ 1.48 ============= ============= ============= ============= Weighted average number of common shares - dilute 13,572,377 14,984,091 14,960,378 15,050,437 ============= ============= ============= ============= Exhibit 99.1 ICU MEDICAL, INC. Summary Consolidated Balance Sheet Data As of December 31, 2004 and December 31, 2003 (all dollar amounts in thousands except per share data) (unaudited) ASSETS 12/31/04 12/31/03 --------- ---------
CURRENT ASSETS: Cash and liquid investments 87,341 73,137 Accounts receivable, net 8,922 24,943 Inventories 8,429 3,398 Prepaid and deferred taxes 7,732 5,597 Other current assets 4,620 4,142 --------- --------- Total current assets 117,044 111,217 --------- --------- PROPERTY AND EQUIPMENT, NET 40,934 41,041 OTHER ASSETS 6,790 12,030 --------- --------- $164,768 $164,288 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: 7,454 8,285 MINORITY INTEREST: 966 -- STOCKHOLDERS' EQUITY: 13,574,969 shares outstanding, net, at December 31, 2004 156,348 156,003 --------- --------- $164,768 $164,288 ========= ========= Exhibit 99.1 ICU MEDICAL, INC. Summary Consolidated Statements of Cash Flows For the Quarters and Years Ended December 31, 2004 and December 31, 2003 (all dollar amounts in thousands) (unaudited) Quarters Ended Years Ended ----------------------- ----------------------- 12/31/04 12/31/03 12/31/04 12/31/03 --------- --------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ (1,514) $ 7,153 $ 5,000 $ 22,297 Adjustments to reconcile net income to net cash provided by operating activities -- Depreciation and amortization 3,034 2,256 8,598 7,361 Net change in current assets and liabilities, and other, net of acquisitions 5,411 (5,551) 9,702 (7,671) --------- --------- --------- --------- 6,931 3,858 23,300 21,987 Tax benefits from exercise of stock options 60 567 1,983 842 --------- --------- --------- --------- Net cash provided by operating activities 6,991 4,425 25,283 22,829 --------- --------- --------- --------- PURCHASES OF PROPERTY AND EQUIPMENT (2,021) (1,037) (7,101) (10,668) NET CHANGE IN LIQUID INVESTMENTS (6,300) (5,875) (10,375) 12,950 ACQUISITION -- -- -- (5,882) PURCHASE OF TREASURY STOCK -- -- (10,133) (15,324) EMPLOYEE EQUITY PLANS 44 1,344 3,192 2,624 OTHER 748 (2,709) 2,963 (8,907) --------- --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ (538) $ (3,852) $ 3,829 $ (2,378) ========= ========= ========= =========