-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ERJKgomqjXxJ4NAsD0FsZL826zDwz6LjffaL7qSMtOusn9zfM2AerKhQjncRsM1S QPvIG3rvduKdh5G5jgNOgw== 0001019687-06-002434.txt : 20061018 0001019687-06-002434.hdr.sgml : 20061018 20061018162111 ACCESSION NUMBER: 0001019687-06-002434 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061018 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061018 DATE AS OF CHANGE: 20061018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ICU MEDICAL INC/DE CENTRAL INDEX KEY: 0000883984 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 330022692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19974 FILM NUMBER: 061151092 BUSINESS ADDRESS: STREET 1: 951 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92763 BUSINESS PHONE: 949-366-2183 MAIL ADDRESS: STREET 1: 951 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92763 8-K 1 icu_8k-101806.txt 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, 2006 --------------------- 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 2006. Item 9.01 Financial Statements and Exhibits --------------------------------- (c) Exhibits 99.1 Press release, dated October 18, 2006 announcing ICU Medical, Inc.'s third quarter 2006 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, 2006 ICU MEDICAL, INC. /s/ Francis J. O'Brien ---------------------- Francis J. O'Brien Secretary, Treasurer and Chief Financial Officer EX-99.1 2 icu_pressrelease.txt PRESS RELEASE EXHIBIT 99.1 ICU MEDICAL, INC. ICU MEDICAL, INC. REPORTS THIRD QUARTER AND FIRST NINE MONTHS OF 2006 RESULTS --Company Reaffirms 2006 Revenue and Earnings Targets-- SAN CLEMENTE, CALIF., OCTOBER 18, 2006-- ICU MEDICAL, INC., (NASDAQ:ICUI), a leading low cost manufacturer of safe medical connectors, custom medical products and critical care devices, today announced results for the third quarter and nine-months ended September 30, 2006. Third quarter revenue was $48.6 million, compared to $46.5 million in the same period last year. Net income increased to $6.1 million, or $0.39 per diluted share, as compared to $5.8 million, or $0.39 per diluted share, in the third quarter of 2005. For the nine-months ended September 30, 2006, the Company earned $18.8 million, or $1.21 per diluted share, on revenues of $148.8 million, as compared to net income of $15.0 million, or $1.00 per diluted share, on revenues of $114.3 million for the nine-months ended September 30, 2005. "We are pleased with our revenue, operating, and earnings results for the third quarter," said Frank O'Brien, ICU Medical's Chief Financial Officer. "Our manufacturing move to Salt Lake City from San Clemente is now complete and we do not expect to realize any additional costs in the fourth quarter or going forward related to this plant relocation. The relocation of certain product lines from Salt Lake City to Mexico continues to be on plan and should be complete by the first half of next year." Operating cash flows were $17.3 million for the first nine months of 2006. As of September 30, 2006, cash and investments totaled $105.5 million and working capital rose to $149.0 million. In addition, the Company bought back approximately $4 million of shares in the open market during the third quarter of 2006. Based on results to date and expectations for the remainder of 2006, the Company reiterated its revenue and earnings targets for the full year. The company is targeting sales of approximately $195 million and diluted earnings per share of $1.65 for 2006. -1- The Company will release its third quarter 2006 results at approximately 4:00 p.m. EDT (1:00 p.m. PDT) and will be conducting a conference call concerning those results at 4:30 p.m. EDT (1:30 p.m. PDT) on Wednesday, October 18, 2006. The call can be accessed at 800-901-5248, passcode 69618364 or by replay at 888-286-8010, passcode 11632448. 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 the call. 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. Contact: Francis J. O'Brien Chief Financial Officer ICU Medical, Inc. (949) 366-2183 John F. Mills Senior Managing Director Integrated Corporate Relations (310) 954-1100 -2- ICU MEDICAL, INC. Condensed Consolidated Statements of Income (all dollar amounts in thousands except share and per share data) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, ------------------------------- ------------------------------- 2006 2005 2006 2005 ------------ ------------ ------------ ------------ REVENUES: Net sales $ 48,097 $ 46,121 $ 146,445 $ 111,900 Other 503 403 2,361 2,402 ------------ ------------ ------------ ------------ TOTAL REVENUE 48,600 46,524 148,806 114,302 COST OF GOODS SOLD 29,750 27,248 85,532 63,468 ------------ ------------ ------------ ------------ Gross profit 18,850 19,276 63,274 50,834 ------------ ------------ ------------ ------------ OPERATING EXPENSES 10,608 10,988 37,339 30,295 ------------ ------------ ------------ ------------ Income from operations 8,242 8,288 25,935 20,539 OTHER INCOME 1,267 504 3,225 2,078 ------------ ------------ ------------ ------------ Income before income taxes minority interest 9,509 8,792 29,160 22,617 PROVISION FOR INCOME TAXES 3,518 3,095 10,789 7,961 MINORITY INTEREST (151) (110) (429) (307) ------------ ------------ ------------ ------------ NET INCOME $ 6,142 $ 5,807 $ 18,800 $ 14,963 ============ ============ ============ ============ NET INCOME PER SHARE Diluted $ 0.39 $ 0.39 $ 1.21 $ 1.00 WEIGHTED AVERAGE NUMBER OF SHARES Diluted 15,700,042 15,012,066 15,557,664 14,964,943 -3- ICU MEDICAL, INC. Summary Consolidated Balance Sheet Data (all dollar amounts in thousands except share data) ASSETS 9/30/06 12/31/05 -------- -------- (UNAUDITED) (1) CURRENT ASSETS: Cash and liquid investments $105,501 $ 86,742 Accounts receivable, net 32,168 23,644 Inventories 19,371 15,435 Prepaid and deferred income taxes 4,428 7,241 Other current assets 5,141 4,700 -------- -------- Total current assets 166,609 137,762 -------- -------- PROPERTY AND EQUIPMENT, NET 56,901 52,194 OTHER ASSETS 12,960 14,581 -------- -------- $236,470 $204,537 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: $ 17,637 $ 13,887 DEFERRED INCOME TAXES: 352 529 MINORITY INTEREST: 494 923 STOCKHOLDERS' EQUITY: 14,566,906 common shares outstanding at September 30, 2006 217,987 189,198 -------- -------- $236,470 $204,537 ======== ======== (1) December 31, 2005 balances were derived from the audited consolidated financial statements of ICU Medical, Inc. -4- ICU MEDICAL, INC. Summary Consolidated Statements of Cash Flows (all dollar amounts in thousands) (unaudited) NINE MONTHS ENDED ----------------------- 9/30/06 9/30/05 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Income $ 18,800 $ 14,963 Adjustments to reconcile net income to net cash Provided by operating activities -- Depreciation and amortization 7,878 6,935 Net change in current assets and liabilities, and other (9,425) (4,603) Tax benefits from exercise of stock options in 2005 -- 2,218 -------- -------- Net cash provided by operating activities 17,253 19,513 -------- -------- CASH PAID FOR ACQUIRED ASSETS -- (31,767) PURCHASES OF PROPERTY AND EQUIPMENT (14,940) (3,395) PROCEEDS FROM SALE OF BUILDING 6,062 -- NET CHANGE IN LIQUID INVESTMENTS (20,837) 13,225 EMPLOYEE EQUITY PLANS 8,989 4,192 OTHER 1,395 2,239 NET INCREASE (DECREASE) IN CASH -------- -------- AND CASH EQUIVALENTS $ (2,078) $ 4,007 ======== ======== -5-
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