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) January 30, 2006 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 2005. Item 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press release, dated January 30, 2006 announcing ICU Medical, Inc.'s fourth quarter and year-end 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: January 30, 2006 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 FOURTH QUARTER AND YEAR-END 2005 RESULTS Company Exceeds 2005 Revenue and Earnings Expectations JANUARY 30, 2006, SAN CLEMENTE, CALIFORNIA -- ICU Medical, Inc., (NASDAQ/NMS:ICUI), a leading low cost manufacturer of safe medical connectors, custom medical products and critical care devices, today announced results for the fourth quarter and year ended December 31, 2005. Fourth quarter revenue was $43.2 million, a 185% increase as compared to $15.2 million in the same period last year. Net income was $5.3 million, or $0.35 per diluted share, as compared to a loss of $1.5 million, or $(0.11) per share, in the fourth quarter of 2004. For the year ended December 31, 2005, the Company earned $20.3 million, or $1.35 per share, on revenues of $157.5 million, as compared to net income of $5.0 million, or $0.33 per share, on revenues of $75.6 million for the year ended December 31, 2004. "We are very proud of our performance this year, particularly the growth in our core CLAVE product lines, initial improvements in our new Salt Lake City facility and profitability of our custom medical products," said Frank O'Brien, ICU Medical's Chief Financial Officer. "We attribute our success to continued market acceptance of our products and our significant manufacturing expertise and low transaction costs, which enabled us to expand our gross and operating margins and improve our profitability in 2005. Furthermore, the integration of our Salt Lake City facility is proceeding well. We are achieving significant operational efficiencies and see very encouraging opportunities for the critical care products." ICU Medical managed its balance sheet very well in 2005. Operating cash flows were $26.5 million for the year. At year-end 2005, cash and investments totaled $86.7 million and at December 31, 2005 working capital rose $15.0 million to $124.6 million from $109.6 million at December 31, 2004.
Mr. O'Brien concluded, "We will continue to re-invest our free cash flow from core product lines into developing new products, improving manufacturing efficiencies, strategic investments and acquisitions and believe that we are well-positioned for continued sustainable revenue and earnings growth." 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 MOST RECENT 10-Q. ACTUAL RESULTS IN THE FUTURE MAY DIFFER MATERIALLY FROM MANAGEMENT'S CURRENT EXPECTATIONS. The Company will be conducting a conference call concerning its fourth quarter and year ended December 31, 2005 results at 1:30 p.m. PST (4:30 p.m. EST) on Monday, January 30, which can be accessed at 866-578-5747, passcode 98743808 or by replay at 888-286-8010, passcode 91177792. 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 amounts in thousands except share and per share data) (unaudited) YEAR ENDED DECEMBER 31, QUARTER ENDED DECEMBER 31, 2005 2004 2005 2004 ------------ ------------ ------------ ------------ REVENUES Net sales $ 154,621 $ 72,704 $ 42,721 $ 14,538 Other 2,911 2,846 509 647 ------------ ------------ ------------ ------------ TOTAL REVENUE 157,532 75,550 43,230 15,185 COST OF GOODS SOLD 88,128 39,853 24,660 10,486 ------------ ------------ ------------ ------------ Gross profit 69,404 35,697 18,570 4,699 ------------ ------------ ------------ ------------ OPERATING EXPENSES: Selling, general and administrative 36,992 26,409 9,728 7,345 Research and development 4,817 3,376 1,786 759 ------------ ------------ ------------ ------------ Total operating expenses 41,809 29,785 11,514 8,104 ------------ ------------ ------------ ------------ Income (loss) from operations 27,595 5,912 7,056 (3,405) OTHER INCOME 2,721 1,579 643 497 ------------ ------------ ------------ ------------ Income (loss) before income taxes 30,316 7,491 7,699 (2,908) PROVISION (BENEFIT) FOR INCOME TAXES 10,459 2,600 2,498 (1,309) MINORITY INTEREST (417) (109) (110) (85) ------------ ------------ ------------ ------------ NET INCOME (LOSS) $ 20,274 $ 5,000 $ 5,311 $ (1,514) ============ ============ ============ ============ NET INCOME (LOSS) PER SHARE Diluted $ 1.35 $ 0.33 $ 0.35 ($ 0.11) WEIGHTED AVERAGE NUMBER OF SHARES Diluted 15,036,666 14,960,378 15,216,973 13,572,377
ICU MEDICAL, INC. Summary Consolidated Balance Sheet Data (all dollar amounts in thousands except share data) (unaudited) ASSETS 12/31/05 12/31/04 -------- -------- CURRENT ASSETS: Cash and liquid investments $ 86,742 $ 87,341 Accounts receivable, net 23,644 8,922 Inventories 15,435 8,429 Prepaid and deferred income taxes 7,964 7,732 Other current assets 4,700 4,620 -------- -------- Total current assets 138,485 117,044 -------- -------- PROPERTY AND EQUIPMENT, NET 52,194 40,934 OTHER ASSETS 13,858 6,790 -------- -------- $204,537 $164,768 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: $ 13,887 $ 7,454 DEFERRED INCOME TAXES: 529 0 MINORITY INTEREST: 923 966 STOCKHOLDERS' EQUITY: 14,136,298 common shares outstanding at December 31, 2005 189,198 156,348 -------- -------- $204,537 $164,768 ======== ========
ICU MEDICAL, INC. Summary Consolidated Statements of Cash Flows (all dollar amounts in thousands) (unaudited) TWELVE MONTHS ENDED ---------------------- 12/31/05 12/31/04 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 20,274 $ 5,000 Adjustments to reconcile net income to net cash Provided by operating activities-- Depreciation and amortization 9,698 8,598 Net change in current assets and liabilities, and other, net of assets acquired (7,777) 9,702 -------- -------- 22,195 23,300 Tax benefits from exercise of stock options 4,338 1,983 -------- -------- Net cash provided by operating activities 26,533 25,283 -------- -------- CASH PAID FOR SALT LAKE CITY ASSETS (31,767) 0 PURCHASES OF PROPERTY AND EQUIPMENT (5,509) (7,101) NET CHANGE IN LIQUID INVESTMENTS 1,837 (10,375) EMPLOYEE EQUITY PLANS 7,657 3,192 OTHER 2,487 (7,170) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 1,238 $ 3,829 ======== ========