<PAGE>
FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _______ to _________
Commission File No.: 0-19974
ICU MEDICAL, INC.
(Exact name of Registrant as provided in charter)
- -------------------------------------------------
Delaware 33-0022692
-------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
951 Calle Amanecer, San Clemente, California 92673
- -------------------------------------------- -----
(Address of Principal Executive Offices) Zip Code
(714) 366-2183
(Registrant's Telephone No. Including Area Code)
Indicate by check mark whether the registrant (1) has filed all
reports to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes XXX No
--- ----
Indicate the number of shares outstanding in each of the
issuer's classes of common stock, as of the latest practicable date:
Class Outstanding at June 30, 1996
----- ----------------------------
Common 8,867,162
<PAGE>
ICU Medical, Inc.
Index
Part I - Financial Information Page Number
- ------------------------------ -----------
Item 1. Financial Statements
- -----------------------------
Balance Sheets, June 30, 1996
and December 31, 1995 3
Statements of Income for the three months
ended June 30, 1996 and 1995 4
Statements of Income for the six months
ended June 30, 1996 and 1995 5
Statements of Cash Flows for the six months
ended June 30, 1996 6
Notes to Financial Statements 7
Item 2.
- -------
Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II - Other Information 14
- ---------------------------
Signatures 16
2
<PAGE>
ICU Medical, Inc.
Balance Sheets
June 30, 1996 and December 31, 1995
(all dollar amounts in thousands except share data)
(unaudited)
ASSETS
<TABLE>
<CAPTION>
CURRENT ASSETS: 6/30/96 12/31/95
---------------------
<S> <C> <C>
Cash $ 576 $ 837
Cash equivalents 33,543 28,827
Investment securities held-to-maturity - 508
Accounts receivable, net of allowance for doubtful
accounts of $254 and $255 as of June 30, 1996
and December 31, 1995, respectively. 3,083 2,733
Inventories 1,951 1,504
Prepaids and other 905 889
Deferred income taxes 451 451
---------------------
Total current assets 40,509 35,749
PROPERTY AND EQUIPMENT, at cost
Machinery and equipment 6,467 6,223
Furniture and fixtures 1,023 900
Molds 3,247 3,129
Land and buildings 4,991 4,988
Construction in process 361 502
---------------------
16,089 15,742
Less - Accumulated depreciation (5,080) (4,093)
---------------------
11,009 11,649
Other assets 499 452
---------------------
TOTAL ASSETS $52,017 $ 47,850
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 945 $ 1,048
Accrued liabilities 944 938
---------------------
Total current liabilities 1,889 1,986
Deferred income taxes 206 206
STOCKHOLDERS' EQUITY
Convertible preferred stock, $1.00 par value,
Authorized 500,000 shares, issued and outstanding - none
Common stock, $0.10 par value, Authorized, 20,000,000 shares,
issued and outstanding - 8,867,162 and 8,662,837
at June 30, 1996 and December 31, 1995, respectively. 887 866
Additional capital 39,402 38,017
Retained earnings 9,633 6,775
--------------------
Total stockholders' equity 49,922 45,658
---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $52,017 $ 47,850
=====================
</TABLE>
The accompanying notes are an integral part of these financial statements
3
<PAGE>
ICU Medical, Inc.
Statements of Income
For the Three Months Ended
June 30, 1995 and June 30, 1996
(all dollar amounts in thousands except share data)
(unaudited)
<TABLE>
<CAPTION>
% of % of
6/30/96 Sales 6/30/95 Sales
--------------------------------------------
<S> <C> <C> <C> <C>
Net sales $6,147 100% $5,966 100%
Cost of sales 2,788 45% 2,848 48%
--------------------------------------------
Gross profit 3,359 55% 3,118 52%
Selling, general and administrative expenses 1,679 27% 1,717 29%
--------------------------------------------
Income from operations 1,680 27% 1,401 23%
Interest and other income 331 5% 73 1%
--------------------------------------------
Income before tax 2,011 33% 1,474 25%
Provision for income taxes 744 12% 584 10%
--------------------------------------------
Net income $1,267 21% $ 890 15%
============================================
Earnings per common and common
stock equivalent:
Net income per share $0.14 $0.12
-----------------------------------
Total $0.14 $0.12
===================================
Weighted average common
and common equivalent shares outstanding 9,094,179 7,503,757
</TABLE>
The accompanying notes are an integral part of these financial statements
4
<PAGE>
ICU Medical, Inc.
Statements of Income
For the Six Months Ended
June 30, 1995 and June 30, 1996
(all dollar amounts in thousands except share data)
<TABLE>
<CAPTION>
% of % of
6/30/96 Sales 6/30/95 Sales
--------------------------------------------
<S> <C> <C> <C> <C>
Net sales $12,155 100% $11,393 100%
Cost of sales 5,159 42% 5,864 51%
--------------------------------------------
Gross profit 6,996 58% 5,529 49%
Selling, general and administrative expenses 3,133 26% 3,048 27%
--------------------------------------------
Income from operations 3,863 32% 2,481 22%
Interest and other income 673 6% 150 1%
--------------------------------------------
Income before tax 4,536 37% 2,631 23%
Provision for income taxes 1,678 14% 1,010 9%
--------------------------------------------
Net income $ 2,858 24% $ 1,621 14%
============================================
Earnings per common and common
stock equivalent:
Net income per share $0.32 $0.22
-----------------------------------
Total $0.32 $0.22
===================================
Weighted average common
and common equivalent shares outstanding 9,019,058 7,496,556
</TABLE>
The accompanying notes are an integral part of these financial statements
5
<PAGE>
ICU Medical, Inc.
Statements of Cash Flows
For the Six Months Ended
June 30, 1996 and June 30, 1995
(all dollar amounts in thousands)
(unaudited)
<TABLE>
<CAPTION>
For the Six Months Ended
6/30/96 6/30/95
------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 2,858 $ 1,621
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 1,013 998
(Increase) Decrease in accounts receivable (350) (255)
(Increase) Decrease in inventories (447) 846
(Increase) Decrease in prepaids and other assets (89) 206
Increase (Decrease) in accounts payable (103) 174
Increase (Decrease) in accrued liabilities 6 51
Increase in deferred offering expenses -- (414)
------- -------
Net cash provided by operating activities 2,888 3,227
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment (347) (1,171)
Sales of marketable securities 508 1,147
------- -------
Net cash used in investing activities 161 (24)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock options exercised and related tax benefits 1,406 777
------- -------
Net cash provided by financing activities 1,406 777
------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 4,455 3,980
Cash and cash equivalents at the beginning of the period 29,664 3,569
------- -------
CASH AND CASH EQUIVALENTS, end of period $34,119 $ 7,549
======= =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for-
Income taxes $ 640 $ 29
Non-cash item -- income tax benefits associated with
exercise of stock options. $ 941 $ 671
</TABLE>
The accompanying notes are an integral part of these financial statements
6
<PAGE>
ICU Medical, Inc.
Notes to Financial Statements
June 30, 1996
(all dollar amounts in thousands)
(unaudited)
Note 1 The accompanying unaudited interim financial statements have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission and reflect all adjustments which are, in the
opinion of management, necessary to a fair statement of the results for
the interim periods presented, which adjustments consist of only normal
recurring adjustments. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations. The financial
statements should be read in conjunction with the financial statements
and notes thereto included in the Company's 1995 Annual Report to
Stockholders.
Note 2 Inventories consisted of the following at June 30, 1996 and
December 31, 1995:
Description June 30, 1996 December 31, 1995
----------- ------------- -----------------
Raw material $959 $684
Work in process 554 532
Finished goods 438 288
------ ------
Total $1,951 $1,504
====== ======
Note 3 Earnings per common and common stock equivalent share were
computed by dividing income by the weighted average number of shares
of common stock and common stock equivalents outstanding during the
periods. Common stock equivalents consist of the number of shares
issuable on exercise of the outstanding common stock options less the
number of shares that could have been purchased with the proceeds from
the exercise of the options, using the treasury stock method.
7
<PAGE>
Note 4
The effective tax rate differs from that computed at the federal statutory rate
of 34 percent as follows:
June 30, 1996
Amount %
------------------
Tax at statutory rate $1,542,240 34.0%
Tax exempt interest (228,820) (5.0%)
State taxes net of federal
income tax effect 276,696 6.1%
Other 87,731 1.9%
------------------
Total $1,677,847 37.0%
==================
Income tax expense consists of the following components:
June 30, 1996 Federal State Total
- -------------------------------------------------------------
Current $1,255,640 $239,169 $1,494,809
Deferred 154,187 28,851 183,038
----------------------------------
$1,409,827 $268,020 $1,677,847
==================================
8
<PAGE>
Management's Discussion and Analysis of Financial Condition
and Results of Operations
Quarter Ended June 30, 1996 Compared to the Same Quarter Last Year.
- -------------------------------------------------------------------
Net sales increased approximately three percent to $6,147,000 in the
second quarter compared to $5,966,000 during the same period last year. The
increase was primarily attributable to the recording of an estimated $229,000 of
revenue sharing due from McGaw, Inc. ("McGaw") based on sales of its SafeLine
products. Large unit shipments of the low-priced Rhino, in the current year
second quarter, compared to insignificant shipments a year earlier, accounted
for a 10% increase in total unit shipments, but did not contribute significantly
to dollar volume. Increased unit shipments of Clave products in the 1996 second
quarter over the 1995 quarter were accompanied by an anticipated continuing
decline in unit shipments of Click Lock, Piggy Lock and McGaw Protected Needle.
An anticipated 25% decrease in unit price to McGaw for bulk, non sterile Claves
pursuant to a revenue sharing agreement and a general change in product mix, as
the Company shipped large unit volumes of the low priced Rhino for the first
time and as unit shipments of higher priced Click Lock and Piggy Lock continued
to decline, combined to produce a decrease in average selling prices.
The Clave continues to be the Company's dominant product as reflected
in the following comparison of net sales:
<TABLE>
<CAPTION>
=============================================================
Product Line 1993 1994 1995 Q295 Q296
--------------------------------
<S> <C> <C> <C> <C> <C>
Clave(R) 20% 45% 61% 62% 66%
Click Lock and Piggy Lock 75% 41% 20% 18% 12%
McGaw Protected Needle - 9% 13% 16% 12%
Lopez Valve - other 5% 5% 4% 4% 4%
SafeLine revenue sharing - - - - 4%
Rhino - - 2 - 2%
--------------------------------
Total 100% 100% 100% 100% 100%
=============================================================
</TABLE>
Net sales of Clave in the second quarter this year increased
approximately 10% due to higher unit sales, but were affected by the decrease in
unit price to McGaw for bulk, non sterile Claves. Under a nonexclusive
strategic supply and distribution agreement (the "McGaw Agreement") with McGaw,
the Company will be entitled to share in certain incremental increases in
McGaw's Clave selling prices and, as a result could realize higher average
selling prices to McGaw in the future. At McGaw's current price levels,
Management does not expect to receive any revenue sharing on Clave products sold
to McGaw, and there is no assurance the McGaw's pricing in the future will
result in revenue sharing under the formula in the McGaw Agreement. Based on
McGaw's forecasts, Management expects increases in unit shipments to McGaw to
continue during the remainder of 1996, although there is no assurance that
McGaw's forecasts will be realized.
9
<PAGE>
During the first and second quarters of 1996, the Company made initial
shipments of Clave to Abbott Laboratories ("Abbott") for test marketing and
product qualification under a strategic supply and distribution agreement (the
"Abbott Agreement"). Abbott has qualified the Clave, and the Company has begun
shipments under Abbott's first production-quantity order. Like the McGaw
Agreement, the Abbott Agreement establishes minimum prices that Abbott will pay
for Clave products which are lower than historical average selling prices and
which the Company negotiated in anticipation of significant sales to Abbott. The
Abbott Agreement also includes a revenue sharing formula under which the Company
could receive more than the minimum prices based on incremental increases in
selling prices of Abbott products incorporating the Company's products. Based on
Abbott's initial order and its current forecasts, Management expects sales to
Abbott to contribute to Clave shipments during the remainder of 1996. The Abbott
Agreement, however, neither requires the purchase of minimum quantities nor
prevents Abbott from marketing competing products, and there is no assurance
that Abbott will be successful in promoting and selling Clave against its other
safe connector offerings, or against other competitors' current or future
products. Further, there is no assurance that Abbott's selling prices will be
such as to result in revenue sharing with the Company under the Abbott
Agreement.
Management expects that sales of Clave to its independent distributors
will be flat for the remainder of 1996 or could decline as a result of either
increasing competition from existing and new competitive products or acquisition
of Clave market share by Abbott and McGaw. Management expects to encounter some
pricing pressure from individual end users, but does not now anticipate that
pricing pressure will have a significant effect on operations at least through
the end of 1996.
Management believes the success of Clave has, and will continue to
motivate others to develop one piece needleless connectors which may incorporate
many of the same functional and physical characteristics as the Clave. The
Company is aware of at least two such products. Although the Company believes
these products have not impacted its Clave business to date, there is no
assurance that the Company's current or future products will be able to
successfully compete with these or future products developed by others.
Net sales of Click Lock and Piggy Lock continued to decline in the
second quarter as the market continues to shift to needleless technology. Net
sales of Click Lock and Piggy Lock decreased approximately 33% in the second
quarter of 1996 compared to the same period last year. Management expects the
trend towards needleless technology to continue.
Net sales of McGaw Protected Needle decreased approximately 18% in the
second quarter this year compared to the same period last year due primarily to
lower unit shipments. Management expects McGaw Protected Needle sales to be
flat or lower for the remainder of 1996 compared to the second quarter this
year, for the same reasons that Click Lock and Piggy Lock sales are decreasing.
Net sales of Lopez Valve and Swiss System were flat in the first
quarter compared to the same period last year as unit shipments were essentially
the same in both quarters. Management expects modest growth of Lopez Valve
sales in 1996.
10
<PAGE>
Net sales of Rhino to Abbott, which were negligible in the second
quarter of 1995, were approximately $127,000 in the second quarter of 1996. The
Rhino was designed specifically for Abbott. Based on Abbott's orders and
forecasts, Management expects unit shipments of Rhino to increase modestly
during the remainder of 1996. Rhino is sold to Abbott under a revenue sharing
agreement providing that the Company may receive a share of Abbott's Rhino
revenue based on Abbott's selling prices. Net sales of Rhino may increase
during the last half of 1996 if unit shipments increase and the Company becomes
entitled to revenue sharing.
Based on McGaw's report to the Company of sales of McGaw SafeLine
products, the Company recorded estimated revenue sharing related to sale of
SafeLine products of approximately $229,000 under a revenue sharing agreement
with McGaw. The Company has not previously recorded revenues under the revenue
sharing agreement. Although Management anticipates that such revenue sharing
will continue, the actual amount will depend on the volume and selling prices of
McGaw's SafeLine products which Management has no means of forecasting.
During the second quarter of 1996, the Company entered into a
distribution agreement with a major international distributor of medical
products for distribution of Clave in Europe. The agreement provides that the
distributor may add various territories in phases. The Company is currently
shipping small quantities for test marketing, and Management does not expect
sales under the distribution agreement to become significant in 1996.
Historically the Company has experienced lower usage of its products
in the summer months due to lower censuses in healthcare facilities. The table
below illustrates the effect this phenomenon has on the Company's sales:
<TABLE>
<CAPTION>
===============================================================================
Total net Sales (000's) Q1 Q2 Q3 Q4 Total
<S> <C> <C> <C> <C> <C>
1992 $2,451 $2,356 $2,603 $2,743 $10,153
1993 $2,914 $2,335 $2,495 $3,637 $11,381
1994 $4,180 $3,842 $3,484 $5,036 $16,542
1995 $5,427 $5,966 $4,617 $5,272 $21,282
1996 $5,966 $6,147*
</TABLE>
* Includes $229,000 of Abbott SafeLine revenue sharing.
===============================================================================
As illustrated above, the second and third quarters tend to be weaker than
the first and fourth. The exception is the second quarter last year, in which
McGaw was building significant inventory of Clave.
Gross margin increased to 55% during the second quarter of 1996 compared to
52% during the same period last year. The primary reason for the increase was
the McGaw SafeLine revenue sharing recorded in the second quarter this year and
not last. Although the Company experienced a decline in average sales prices in
the second quarter as noted above, there was a corresponding decrease in unit
manufacturing costs as increased production volumes resulted in
11
<PAGE>
greater absorption of overhead. Thus, gross margin was not meaningfully
impacted by the decrease in average sales prices.
Sequentially, gross margin decreased from 61% in the first quarter this
year to 55% in the second quarter. The primary reasons for the decrease were
changes in product mix as higher margin Click Lock, Piggy Lock and McGaw
Protected Needle and packaged sterile Clave sites declined and lower margin
Rhino and bulk Clave sites sold to Abbott and McGaw, respectively, increased.
Further, manufacturing volumes were approximately 25% lower in the second
quarter than in the first, resulting in higher overhead cost per unit. The
primary reason that production was higher in the first quarter than the second
was that management opted to increase inventory levels in the first quarter from
approximately $1,500,000 at December 31, 1995 to approximately $1,966,000 at
March 31, 1996. The decreases in gross margins described above were positively
offset by the McGaw revenue sharing recorded in the second quarter noted above.
Increasing production of Clave for McGaw and Abbott, together with possible
revenue sharing from Abbott's Rhino sales, could positively affect gross
margins. Any such improvement could be offset, however, by a potential shift in
sales mix from independent distributors to McGaw at lower average selling
prices. As a result, Management does not expect margins to increase for the
rest of 1996.
Selling, general and administrative expenses decreased to 27% of sales
during the second quarter this year compared to 29% during the same period last
year. The decrease from the second quarter last year to the same period this
year amounted to $36,000. The components of the change included a decrease in
management incentive compensation as certain management bonus arrangements have
expired and a decrease in sales and marketing for Clave promotion. These
decreases were offset by higher research and development expenses,
administrative expenses incurred on behalf of Budget Medical which were not
incurred last year, and a significant increase in patent litigation expense to
$347,000 for the second quarter this year compared to $61,000 last year.
Six Months Ended June 30, 1996 Compared to the Same Period Last Year
- --------------------------------------------------------------------
Net sales increased approximately seven percent for the six months ended
June 30, 1996 compared to the same period last year. The increase resulted
primarily from increased Clave sales, offset in part by declining Click Lock,
Piggy Lock and McGaw Protected Needle sales.
During the period, sales of Clave increased approximately 20% due primarily
to higher unit sales while net sales of Click Lock, Piggy Lock and McGaw
Protected Needles decreased approximately 27% due to lower unit sales. During
the period, the Company also began shipping the Rhino as noted above. For the
six months ended June 30, 1996 net sales of Rhino were approximately $147,000.
12
<PAGE>
Gross margin for the six months ended June 30, 1996 increased to 58%
compared to 49% during the same period last year. The main reasons for the
improvement were a significant shift in product mix during the first quarter of
1996 toward higher margin Clave products, in particular, packaged sterile Clave
sites and accessories, and away from lower margin bulk Clave sites, Click Lock,
Piggy Lock and McGaw Protected Needle. Also, the Company recorded revenue
sharing from McGaw as noted above and lastly, the Company disposed of obsolete
inventory last year and not this year.
Selling, general and administrative expenses for the six months ended June
30,1996 decreased to 26% of sales compared to 27% during the same period last
year, although actual selling, general and administrative expenses increased to
$3,133,000 from $3,048,000 during the same period last year. The components of
the increase included an increase in patent litigation expense, administrative
expenses for Budget Medical not incurred last year and increase in research and
development expense. These increases were offset in part by decreases in
certain management incentive compensation expenses and a decrease in sales and
marketing expense for Clave promotion.
Liquidity and capital resources
- -------------------------------
During the six months ended June 30, 1996, the Company's cash, cash
equivalents and investment securities position increased approximately
$3,947,000 to $34,119,000. The primary reasons for the increase were cash
provided by operating activities and proceeds from the exercise of stock
options and related tax benefits.
If sales of the Company's products increase, accounts receivable and
inventories are expected to increase as well. As a result of these and other
factors, the Company's working capital requirements may increase in the
foreseeable future.
The Company believes that its existing working capital, supplemented by
income from operations will provide sufficient working capital for the
foreseeable future.
Forward Looking Statements
- --------------------------
The foregoing statements in this Management's Discussion and Analysis
concerning beliefs or expectations for the future with respect to sales growth,
sales to particular customers, market shifts, trends, individual product sales,
product pricing, seasonal sales fluctuations, factors affecting gross margins,
selling, general and administrative expenses generally and specific expenses,
and other financial factors are forward looking statements that involve a number
or risks and uncertainties. Registrant cautions that, in addition to the factors
described in such statements, actual future results of operations are subject to
other important factors, including among others the following: general economic
and business conditions; the effect of price and safety considerations on the
healthcare industry; competitive factors such as product innovation, new
technologies, marketing and distribution strength and price erosion;
unanticipated market shifts and trends; production problems; changes in product
mix; changes in marketing strategy; the availability of patent protection and
the cost of enforcing of defending patent claims; and other risks described from
time to time in Registrant's registration statements and reports filed with the
Securities and Exchange Commission. Results of operations actually achieved in
the future may thus differ materially from Management's current expectations.
13
<PAGE>
PART II
OTHER INFORMATION
Item 1. Legal proceedings.
- ---------------------------
In an action entitled ICU Medical, Inc. v. Tri-State Hospital Supply
----------------------------------------------
Corporation, pending in the United States District Court for the Northern
- -----------
District of California, the Company alleges patent infringement by defendant's
protected needle connector. The Company is seeking preliminary and permanent
injunctions, and monetary damages in an amount to be determined. On February
8, 1996, the United District Court for the Northern District of California
denied Tri-State's motion for summary judgment of non-infringement of the
Company's patent. This case is scheduled to proceed to trial in November
1996, on the Company's claim of patent infringement.
In an action entitled Allen Petty, dba Carmel Development
-----------------------------------
International v. ICU Medical, Inc., pending in the Superior Court in Orange
- ----------------------------------
County, California, Plaintiff alleges breach of contract and seeks at least
$500,000 in commissions allegedly related to sales of the Clave(R) to various
O.E.M. manufactures. The Company believes the claim is without merit and
intends to defend the action vigorously.
Item 2. Changes in securities
- ------------------------------
Inapplicable
Item 3. Default Upon Senior Securities
- ---------------------------------------
Inapplicable
Item 4. Submission of Matters to a vote of Security Holders.
- ------------------------------------------------------------
The following is a description of matters submitted to a vote or
Registrant's stockholders at its Annual Meeting of Stockholders held on June 4,
1996:
A. John J. Connors and Michael T. Kovalchik, III M.D. were elected
as directors to hold office until the 1999 Annual Meeting. Votes cast for and
withheld with respect to the two nominees were as follows:
Votes For Votes Withheld
--------- --------------
John J. Connors 6,893,307 144,523
Michael T. Kovalchik, III M.D. 6,891,507 146,322
The terms of office of the following directors continued after the Annual
Meeting:
Jack W. Brown Richard H. Sherman, M.D.
George A. Lopez, M.D.
14
<PAGE>
B. A brief description of each other matter voted upon at the
meeting and votes cast for and against, abstentions and broker non-votes as to
each such matter are as follows:
For Against Abstain
--- ------- -------
Proposal to approve the ICU 2,971,718 2,126,615 28,564
Medical, Inc.
Amended and Restated 1993
Stock Incentive Plan
Proposal to ratify the 6,994,043 35,805 7,981
selection of Arthur Andersen
& Co. as auditors for
Registrant
5. Other Information
- --------------------
None
Item 6. Exhibits and Reports on Form 8-K.
- ------------------------------------------
Exhibits
--------
27 Financial Data Schedule
15
<PAGE>
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 thereunto duly authorized.
ICU Medical, Inc.
(Registrant)
/s/ John Connors
- ---------------------------------------------
John Connors
Treasurer, Chief Financial Officer
(Principal Financial Officer)
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-START> APR-01-1996 JAN-01-1996
<PERIOD-END> JUN-30-1996 JUN-30-1996
<CASH> 837 576
<SECURITIES> 26,827 33,543
<RECEIVABLES> 2,733 3,083
<ALLOWANCES> 254 254
<INVENTORY> 1,504 1,951
<CURRENT-ASSETS> 35,749 40,509
<PP&E> 15,743 16,089
<DEPRECIATION> 4,094 5,080
<TOTAL-ASSETS> 47,860 52,017
<CURRENT-LIABILITIES> 1,986 1,889
<BONDS> 0 0
0 0
0 0
<COMMON> 866 887
<OTHER-SE> 0 0
<TOTAL-LIABILITY-AND-EQUITY> 47,850 52,017
<SALES> 6,147 12,155
<TOTAL-REVENUES> 6,147 12,155
<CGS> 2,788 5,159
<TOTAL-COSTS> 4,467 8,592
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> 2,011 4,536
<INCOME-TAX> 744 1,678
<INCOME-CONTINUING> 1,267 2,858
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,267 2,858
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0.14 0.32
</TABLE>
